/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/091214.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, December 14, 2009, Vol. 13, No. 345 Headlines ADVANTA CORP: Court Extends Schedules Filing Until January 25 ALFONSO PULIDO: Voluntary Chapter 11 Case Summary ALL LAND INVESTMENTS: Court Sets January 15 as Claims Bar Date ALL LAND INVESTMENTS: Gets Final Approval for KSJS DIP Facility AMN HEALTHCARE: Moody's Assigns 'Ba1' Rating on $185 Mil. Loan AMSCAN HOLDINGS: Moody's Upgrades Ratings on Loan to 'Ba2' AMTRUST FINANCIAL: NYCB to Change 29 Branches to Ohio Savings ARAMARK CORP: Bank Debt Trades at 8.35% Off in Secondary Market ARCLIN US: Expects to Complete Restructuring in Early January ARIZONA EQUIPMENT: Gets Final OK to Use Creditors Cash Collateral ARIZONA EQUIPMENT: Plan Outline Hearing on January 12 ASARCO LLC: Baker Botts Could Get Over $134MM for Asarco Case ASARCO LLC: Grupo Mexico Has Plan Administration Pact With A&M ASARCO LLC: Grupo Mexico Identifies Discarded Contracts ASARCO LLC: Parent Post-Conf. Issues Jurisdiction Clarified ASARCO LLC: Pays US$1.79 Billion for Environmental Cleanup ASARCO LLC: USW Appeals Plan Confirmation Order AVAGO TECHNOLOGIES: Moody's Upgrades Corp. Family Rating to 'Ba2' AVENTINE RENEWABLE: Stockholder Asks for Plan Alternatives AVERY ENVIRONMENTAL: No Longer in Danger of Financial Collapse AVIS BUDGET: Bank Debt Trades at 5.19% Off in Secondary Market BASHAS' INC: Fine Food Not Part of CityScape Project BASIC ENERGY: S&P Downgrades Corporate Credit Rating to 'B' BERNARD MADOFF: Clients May Seek Chapter 11 to Halt Clawback Suits BERNARD MADOFF: SEC Proposal May Help Some of Early Investors BERNARD MADOFF: Trustee Rejects 9,900 of 11,500 Claims BIO-KEY INT'L: Closes Sale of Law Enforcement Unit to InterAct911 BOSTON SCIENTIFIC: Fitch Puts 'BB+' Rating on $1 Bil. Note Offer BOSTON SCIENTIFIC: Moody's Assigns 'Ba1' Rating on Senior Notes BRIDGEVIEW AEROSOL: Files Schedules of Assets and Liabilities BUILDERS FIRSTSOURCE: Hikes New CFO Crow's Salary to $350,000 BUILDERS FIRSTSOURCE: Holders of 90.35% of 2012 Notes OK Debt Swap BUILDERS FIRSTSOURCE: Registers 58.5M Shares for Rights Offering BURLINGTON COAT: Bank Debt Trades at 10% Off in Secondary Market CALFRAC HOLDINGS: S&P Assigns 'B+' Rating on US$100 Mil. Notes CALFRAC WELL: Moody's Affirms Corporate Family Rating at 'B1' CAPMARK FIN'L: Anson Restaurant Settles for $2 Million CAPMARK FIN'L: May Sell Military Housing Biz to Jefferies CAPMARK FIN'L: Premier Auction Rescheduled to December 17 CAPMARK FIN'L: Sec. 341 Meeting Adjourned Sine Die CARL TURNER: Voluntary Chapter 11 Case Summary CEDAR FAIR: Bank Debt Trades at 5% Off in Secondary Market CENTRAL KANSAS: Court Establishes March 19 as Claims Bar Date CENTURY ALUMINUM: Secures Consents for 7.5% Senior Notes Due 2014 CHAMPION ENT: Columbia Wanger Ceases to Own at Least 5% of Stock CHRYSLER LLC: Restores Discount Lease Program for Retirees CICCONE FOOD PRODUCTS: Case Summary & 20 Largest Unsec. Creditors CIT GROUP: Files Form 15 to Cancel Registration of Securities CIT GROUP: Registers Shares of New Common Stock With SEC CIT GROUP: S&P Withdraws 'D' Rating on Expected Bankruptcy Exit CITADEL BROADCASTING: Preparing to File for Bankruptcy by Yearend CITADEL BROADCASTING: Wells Fargo Discloses 1.46% Equity Stake CITADEL BROADCASTING: Bank Debt Trades at 29.15% Off CITIGROUP INC: Terra Firma to File Suit Over EMI Acquisition CLAIRE'S STORES: Bank Debt Trades at 20.46% Off CLAYTON COUNTY: S&P Assigns 'CCC+' Rating on $64.985 Mil. Bonds COLUMBIA LABORATORIES: Receives Non-Compliance Notice From NASDAQ COMMSCOPE INC: Bank Debt Trades at 4% Off in Secondary Market COMMUNITY HEALTH: Bank Debt Trades at 7% Off in Secondary Market CONSECO INC: Completes Revisions to Senior Credit Facility CONSECO INC: Court Dismisses Solow Action on GM Building Sale CONVERTED ORGANICS: Receives Non-Compliance Notice From NASDAQ COOPER-STANDARD: To Save $600,000 a Month from Loan Refinancing CRYSTAL LAKE GATEWAY: Voluntary Chapter 11 Case Summary DAVID ROBINSON: Case Summary & 19 Largest Unsecured Creditors DEAN FOODS: Bank Debt Trades at 7% Off in Secondary Market DECODE GENETICS: T. Rowe Ceases to Own at Least 5% of Stock DOLE FOOD: Fitch Upgrades Issuer Default Ratings to 'B' DOLLAR THRIFTY: Board Approves 2010 Bonus Plan for Executives DURA AUTOMOTIVE: Inks Acquisition Deal With Patriarch Partners EASTON-BELL SPORTS: Raises $600MM in Note Sale, New ABL Loan ECOSPHERE TECHNOLOGIES: Incurs $1.09 Mil. Net Loss in Q3 2009 EDRA BLIXSETH: Jewelry Valued at $250,000 to Be Auctioned Off EDWARD BALDWIN: Case Summary & 20 Largest Unsecured Creditors ERNIE LEE JACOBSEN: Files Schedules of Assets and Liabilities FAIRPOINT COMMUNICATIONS: To File Bankruptcy Plan by January 15 FAIRVUE CLUB: Operations Won't be Disrupted by Chapter 11 Case FIBERTOWER CORP: Receives Nasdaq Non-Compliance Notice FONTAINEBLEAU LV: Lienholders Need $155-Mil. to Stay Auction FONTAINEBLEAU LV: CRO Karawan Testifies on Need for Bonuses FORD MOTOR: Court Approves Accommodation Agreement with Visteon FRASER PAPERS: Gets Canada Court Nod for Restructuring Plan FREEDOM COMMUNICATIONS: Class Plaintiffs Want Examiner FUNDAMENTAL PROVISIONS: Files Chapter 11 to Keep Popeye Franchise FUSION TELECOM: Posts $1,810,989 Net Loss in Q3 2009 GENCORP INC: Eyes Issuance of Up to $200-Mil. in Securities GENERAL MOTORS: Can't Escape Asbestos Claims, Remy Int'l Says GENERATION BRANDS: Asks Court OK to Obtain $20MM DIP Financing GENERATION BRANDS: Can Hire Epiq as Claims Agent GENERATION BRANDS: Gets Interim Nod to Access Cash Collateral GENERATION BRANDS: Moody's Downgrades QHB Family Rating to 'Ca' GERALD MCCULLOUCH: Case Summary & 20 Largest Unsecured Creditors GREENSHIFT CORP: YA Global Agrees to Restructure $42.7MM Debt GROVELAND ESTATES: Sec. 341 Creditors Meeting Set for Jan. 4 GXS WORLDWIDE: Moody's Assigns 'B2' Rating on $750 Mil. Notes H. THOMAS O'HARA: Case Summary & 20 Largest Unsecured Creditors HARRAH'S OPERATING: Bank Debt Trades at 2.37% Off HAWAII BIOTECH: Case Summary & 20 Largest Unsecured Creditors HCA INC: Bank Debt Trades at 5% Off in Secondary Market HEALTH MANAGEMENT: Bank Debt Trades at 8% Off in Secondary Market HERTZ CORP: Bank Debt Trades at 7% Off in Secondary Market HUNTSMAN ICI: Bank Debt Trades at 9% Off in Secondary Market IDEARC INC: Bank Debt Trades at 51.2% Off in Secondary Market IDEARC INC: Expects to Emerge from Bankruptcy December 31 INKSTOP STORES: Starts Liquidation Sales for Stores INNOPHOS HOLDINGS: Moody's Affirms 'Ba3' Corp. Family Rating INSTANT WEB: Moody's Withdraws 'B3' Corporate Family Rating INTERNATIONAL 80 LLC: Voluntary Chapter 11 Case Summary IPCS INC: Sprint Nextel Files Amendment No. 1 to Schedule 13D JACO FOODS: Files Schedules of Assets and Liabilities JAMES RIVER: S&P Downgrades Ratings on $172 Mil. Senior Notes JAMES THOMAS WADDILL: Case Summary & 20 Largest Unsec. Creditors JNR ENTERPRISES: Case Summary & 8 Largest Unsecured Creditors JOSE JORGE: Case Summary & 20 Largest Unsecured Creditors KEYPORT AUTO MART: Case Summary & 3 Largest Unsecured Creditors LANDAMERICA FINANCIAL: Announces December 7 Plan Effective Date LAS VEGAS SANDS: Bank Debt Trades at 14.39% Off LEHMAN BROTHERS: Accredited Business Restructures Debt Assets LEHMAN BROTHERS: Balks at Discovery Bid By Investors LEHMAN BROTHERS: Barclays Wants Quinn, Milbank to Produce Docs LEHMAN BROTHERS: Has Deal to Sell 2 P/E Funds to PCCP LEHMAN BROTHERS: Napoli Bern Files Add'l Claims Against UBS AG LEHMAN BROTHERS: LBI Trustee Has Deal for Transfer of PMI Assets LEWIS EQUIPMENT: Selling Three Tower Cranes to Insider LIST BIOLOGICAL: Case Summary & 20 Largest Unsecured Creditors LODGIAN INC: Has Notice of Termination of Class B Warrants MAINEPCS LLC: Case Summary & 20 Largest Unsecured Creditors MARIE MITCHELL: Case Summary & 4 Largest Unsecured Creditors MCGRATH HOTELS: Court Dismisses Involuntary Chapter 11 Filing MERCURY COMPANIES: 633 Ex-Employees Get $4.29MM from Settlement METRO-GOLDWYN-MAYER: Bank Debt Trades at 36.79% Off METROPCS WIRELESS: Bank Debt Trades at 6.10% Off METROPOLITAN LOFTS: Case Summary & 5 Largest Unsecured Creditors MICHAEL SWANTON: Case Summary & 8 Largest Unsecured Creditors MICHAELS STORES: Bank Debt Trades at 12.41% Off MK CUSTOM RESIDENTIAL: Case Summary & Unsecured Creditor MOONLIGHT BASIN: To Work with CRO Henrich on Restructuring Plan NEIMAN MARCUS: Bank Debt Trades at 12.79% Off in Secondary Market NORTHEAST BIOFUELS: Judge to Confirm Liquidating Plan NPS PHARMACEUTICALS: Sells Majority Interest in NPS Allelix NRG ENERGY: Bank Debt Trades at 7.04% Off in Secondary Market OASIS VINEYARDS: Owner Gave Phony Watch to Pay Off Landscaper OPUS SOUTH: Proposes January 20 Claims Bar Dates OPUS SOUTH: Wachovia, et al., File Plan for Waters Edge One OPUS WEST: Files Chapter 11 Plan of Liquidation OPUS WEST: Proposes SW 119 Plaza Settlement PACIFIC ETHANOL: John Miller's Employment Ended December 4 PAETEC HOLDING: Columbia Wanger Discloses 10.6% Equity Stake PANOLAM INDUSTRIES: Court OKs Prepackaged Reorganization Plan PARADISE CINEMA: Voluntary Chapter 11 Case Summary PARMALAT SPA: Court to Notify Investors of Additional Settlements PIFER LLC: Case Summary & 10 Largest Unsecured Creditors PILGRIM'S PRIDE: Court Confirms Plan of Reorganization PINNACLE FOODS: Bank Debt Trades at 8% Off in Secondary Market PREMIUM DEVELOPMENTS: Sec. 341 Creditors Meeting Set for Jan. 12 PS BUSINESS: S&P Affirms Preferred Stock Ratings at 'BB+' PSYCHIATRIC SOLUTIONS: S&P Assigns 'B+' Senior Secured Debt Rating RATHGIBSON INC: Plan Exclusivity Extended to February READER'S DIGEST: Lease Decision Period Extended to January 15 READER'S DIGEST: R. Branson Wants Consideration of Pension Payment READER'S DIGEST: Wants WRC Media-Led Auction for CompassLearning RED ROCKET FIREWORKS: Case Summary & 22 Largest Unsec. Creditors REPUBLIC FEDERAL BANK: 1st United Bank Assumes All Deposits RETAIL PRO: Converted to Ch. 7 Liquidation After Sale RICHARD MAZOL: Case Summary & 16 Largest Unsecured Creditors ROOTS RENTS: Judge Myers Dismisses Small Business Case ROY GRAY: Case Summary & 13 Largest Unsecured Creditors SAHI & AYANN INC: Case Summary & 20 Largest Unsecured Creditors SCOTT BRENNER: Voluntary Chapter 11 Case Summary SIMMONS BEDDING: Obtains Final Financing Approval SIRIUS XM: XM Satellite Certificate of Incorporation Amended SMURFIT-STONE: Judge Denies Shareholders Plea for Committee SOLUTIONSBANK, KANSAS: Closed; Arvest Bank Assumes All Deposits SPRINT NEXTEL: Amends and Supplements Schedule 13D filed Oct 28 SPRINT NEXTEL: AXA Financial et al. Hold 10.1% of COM SER 1 SOUTH FINANCIAL: Receives Non-Compliance Notice From NASDAQ SPA CHAKRA: Files for Bankruptcy to Consummate Sale to Hercules SPA CHAKRA INC: Voluntary Chapter 11 Case Summary SPANSION INC: Creditors Seek Court OK to File Own Plan SPRINT NEXTEL: Amends and Supplements Schedule 13D filed Oct 28 STATION CASINOS: Unsec. Creditors Oppose Advisor for Board SUNGARD DATA: Bank Debt Trades at 8.03% Off in Secondary Market TAREQ SALAHI: Gave Phony Watch to Pay Off Landscaper TARGA RESOURCES: Bank Debt Trades at 2.25% Off in Secondary Market TAVERN ON THE GREEN: To Hold Big New Year's Eve Bash TELESAT CANADA: Bank Debt Trades at 6.07% Off in Secondary Market TOMMY ARMOUR III: Files for Chapter 33 in Dallas TOMMY ARMOUR III: Case Summary & 20 Largest Unsecured Creditors TONGLI PHARMACEUTICALS: Incurs $10,829 Net Loss in FY 2010 Q2 TOYS "R" US: Posts $67 Million Net Loss for October 31 Quarter TRONOX INC: Receives Exclusivity Extension to March 15 TROPICANA ENT: Gets Nod to Fix Admin. Expense Claims Bar Date TROPICANA ENT: NJ Debtors Want to Modify Interco. Lease Terms TROPICANA ENT: Stein Gets Extension to Wrap Up Atlantic City Sale TXCO RESOURCES: Creditors Balk at Disclosure Statement UAL CORP: Court Orders Closing of Chapter 11 Cases UAL CORP: Invests on 50 Widebody Aircraft to Reduce Costs UAL CORP: Supreme Court Denies Peter Hoffman Wit of Certiorari UAL CORP: United Places Order for 50 New Planes USG CORPORATION: Fitch Affirms Issuer Default Rating at 'B' VALLEY CAPITAL BANK: Enterprise Bank & Trust Assumes All Deposits VANGENT INC: Moody's Downgrades Corporate Family Rating to 'B3' VERANDA PARK: Inability to Form Plan Prompts Chapter 7 VISTEON CORP: Court Approves Accommodation Agreement With Ford VISTEON CORP: CQS Directional Added to Creditors Committee VISTEON CORP: Enters Into Wilmington Trust DIP Facility VISTEON CORP: Gets Green Light to Cancel Retiree Benefits VISTEON CORP: Proposes to Enter Into Accommodation Pact With Ford VISTEON CORP: Proposes to Enter Into Accommodation Pact With Honda VISTEON CORP: To File Reorganization Plan by Dec. 17 VP PHASE IV: Federal Judge Dismisses Reorganization Case WABASH NATIONAL: Files Prospectus for Resale of 24,762,636 Shares WHEELER CADILLAC: Case Summary & 20 Largest Unsecured Creditors WOODCREST CLUB INC: Voluntary Chapter 11 Case Summary * 2009's Bank Closings Rise to 133 as 3 Banks Shut Friday * Fitch Expects U.S. Default Rate Falling to 6%-7% Range in 2010 * House Moves Measure to Help GM, Chrysler Dealers * Judge Stands By Axing Of Claim Against FleetBoston * U.S. Foreclosure Activity Decreased 8% in November * BOND PRICING -- For the Week From December 7 to 11, 2009 ********* ADVANTA CORP: Court Extends Schedules Filing Until January 25 ------------------------------------------------------------- The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware extended by 46 days, until January 25, 2010, Advanta Corp.'s time to file its schedules of assets and liabilities, schedules of executory contracts and unexpired leases, lists of equity security holders, schedules of current income and expenditures, and statement of financial affairs. The Debtor said that it requires assistance of employees of its non-debtor subsidiaries to complete the reports. Advanta Corp. -- http://www.advanta.com/-- has had a 59-year history of being a leading innovator in the financial services industry and of providing great value to its stakeholders, including its senior retail note holders and shareholders, prior to the recent reversals. It has also been a major civic and charitable force in the communities in which it is based, particularly in the Greater Philadelphia area. The Federal Deposit Insurance Corporation placed significant restrictions on the activities of Advanta Corp.'s Advanta Bank Corp. following financial woes by the banking unit. As of Sept. 30, 2009, the Company had $2,497,897,000 in assets against total liabilities of $2,465,936,000 but the figures included those of the banking units. On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D. Del. Case No. 09-13931). Attorneys at Weil, Gotshal & Manges LLP, and Richards, Layton & Finger, P.A., serve as bankruptcy counsel. Alvarez & Marsal serves as financial advisor. The Garden City Group, Inc., serves as claims agent. The filing did not include Advanta Bank. The petition says that Advanta Corp.'s assets totalled $363,000,000 while debts totalled $331,000,000 as of Sept. 30, 2009. ALFONSO PULIDO: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Alfonso A. Pulido 2831 Silva St Stockton, CA 95205 Bankruptcy Case No.: 09-47122 Chapter 11 Petition Date: December 11, 2009 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Judge: Thomas Holman Debtor's Counsel: Kevin P. Hall, Esq. 8880 Cal Center Dr #400 Sacramento, CA 95826 Tel: (916) 538-4010 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 Mr. Pulido. ALL LAND INVESTMENTS: Court Sets January 15 as Claims Bar Date -------------------------------------------------------------- The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware has established January 15, 2010, as the deadline for individuals and entities to file proofs of claim against All Land Investments, LLC. The Court also set April 27, 2010, as the governmental bar date. Proofs of claims must be filed with: Clerk's Office U.S. Bankruptcy Court for the District of Delaware 824 N. Market Street, 3rd Floor Wilmington, DE 19801 Newark, Delaware-based All Land Investments, LLC, operates a real estate business. The Company filed for Chapter 11 bankruptcy protection on October 29, 2009 (Bankr. D. Del. Case No. 09-13790). Attorneys at Maschmeyer Karalis P.C., serve as bankruptcy counsel. Gary F. Seitz, Esq., at Rawle & Henderson LLP, serves as local counsel to the Debtor. The Company listed $10,000,001 to $50,000,000 in assets and liabilities. ALL LAND INVESTMENTS: Gets Final Approval for KSJS DIP Facility --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized, on a final basis, All Land Investments, LLC, to: -- obtain postpetition secured financing from KSJS Investment Associates, LLC; -- use cash collateral; and -- grant adequate protection to the lender. The Debtor is indebted to KSJS, as prepetition lender, in the amount of $455,677 under the prepetition loan documents plus accruing interest, fees and costs. The Debtor related that it would use the cash collateral to fund its daily operations. The Debtor added that it needs financing to continue the operations of its business postpetition. The Debtor was unable to obtain financing from any other source in the form of unsecured credit other than KSJS. As reported in the Troubled Company Reporter on Nov. 23, 2009, the DIP Lender committed to provide a revolving loan of up to $88,322. The DIP facility will incur interest at an annual rate of at least 5.5% -- equal to current prime interest rate in effect from time to time as published in The Wall Street Journal plus 0.5%, adjusted as and when the prime rate changes. In the event of default, the DIP Loan will bear interest at the contract rate plus 5%. The Debtor's obligations under the DIP facility will be secured by valid, binding, enforceable and perfected super priority liens on Building Lot 75 Property, Building Lot 98 Property and Building Lot No. 76 at the Subdivision and the improvements constructed thereon. About All Land Investments Newark, Delaware-based All Land Investments, LLC, operates a real estate business. The Company filed for Chapter 11 bankruptcy protection on Oct. 29, 2009 (Bankr. D. Del. Case No. 09-13790). Attorneys at Maschmeyer Karalis P.C., serve as bankruptcy counsel. Gary F. Seitz, Esq., at Rawle & Henderson LLP, serves as local counsel to the Debtor. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities in its petition. AMN HEALTHCARE: Moody's Assigns 'Ba1' Rating on $185 Mil. Loan -------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to the proposed $185 million senior secured credit facility of AMN Healthcare Services, Inc. The facility will be comprised of a $110 million term loan and a $75 million revolver. Concurrently, Moody's affirmed AMN's Ba2 Corporate Family Rating and Ba3 Probability of Default Rating. The rating outlook was changed to negative from stable. AMN intends to use proceeds from the new $110 million term loan to refinance the $77 million outstanding balance on its existing term loan, cash collateralize about $22 million in letters of credit, and pay fees and expenses. The proposed $75 million revolver will replace the existing $75 million revolver and is expected to be undrawn at closing. The affirmation of AMN's Ba2 Corporate Family Rating incorporates the Company's trend of permanent debt reduction over the past four years, which has partly alleviated a greater than expected decline in revenue and operating performance during the current cyclical downturn. The Company's existing term loan has been reduced from an original face amount of $205 million in November 2005 to $77 million as of September 30, 2009. The proposed refinancing of the credit facility will improve AMN's debt maturity schedule, effective revolver availability and covenant headroom. Additionally, the company has continued to maintain stable pricing and gross margin percentages despite a sharp decline in volumes, while protecting its leading market position in the healthcare staffing industry. Nonetheless, the ratings outlook was changed to negative from stable as a result of a steep deterioration in revenue and EBITDA and Moody's expectations that year-over-year financial results will continue to worsen through the first half of 2010. Consolidated revenues declined 47% in the third quarter of 2009 and 33% through the first three quarters of the year. Largely due to the considerable rise in unemployment in the US, AMN's hospital and healthcare facility clients have seen improvements in retention rates of healthcare professionals. As such, they have been more successful in filling the fewer number of open positions with permanent staff, thereby reducing demand for travel nurses and other short-term staffing solutions. While the company has reported signs of volume stabilization from an uptick in open orders, Moody's does not expect year-over-year revenue growth until the second half of 2010. As a result, financial leverage and interest coverage are expected to be weak for the Ba2 rating category over the medium term. Adjusted for operating leases and including stock compensation expense, Moody's expects financial leverage in the 4 to 4.5 times range in 2010 and interest coverage (EBITDA less capital expenditures) of about 1.8 times. These credit metrics are expected to improve materially in 2011; however, the ratings could be downgraded if the pace of revenue contraction accelerates in the near-term or it appears likely that revenue and EBITDA will not recover at least modestly in late 2010. Moody's assigned these ratings: * $75 million proposed senior secured revolver due December 2012, Ba1 / LGD2 (25%) * $110 million proposed senior secured first lien term loan B due December 2013, Ba1 / LGD2 (25%) These ratings were affirmed: * Corporate Family Rating, Ba2 * Probability of Default Rating, Ba3 The ratings are subject to the conclusion of the proposed transaction and Moody's review of final documentation. The previous announcement by Moody's on AMN Healthcare was on August 24, 2009, when Moody's said the ratings were not currently impacted by the steep decline in demand due to a material reduction in debt and solid liquidity. Headquartered in San Diego, California, AMN Healthcare Services, Inc., is the largest healthcare staffing company in the U.S. The company recruits physicians, nurses and allied healthcare professionals and places them on assignments at acute care hospitals, physician practice groups and other healthcare settings. For the twelve months ended September 30, 2009, the company generated $911 million in revenues. AMSCAN HOLDINGS: Moody's Upgrades Ratings on Loan to 'Ba2' ---------------------------------------------------------- Moody's Investors Service upgraded Amscan Holdings' asset-based revolving credit facility to Ba2 from Ba3 and affirmed all other ratings including the Corporate Family and Probability of Default Ratings at B2. The outlook remains stable. The upgrade of the asset-based revolving credit facility was triggered by Moody's assessment that due to the structure of this facility a one notch upgrade relative to the rating derived from the Loss Given Default Model is appropriate. It reflects the lower expected loss that lenders under this facility would suffer in the event of default given the protections this facility contains. These protections include a provision for regular field exams, a dynamic borrowing base, receipt of regular collateral reports, and springing dominion over cash collections in certain circumstances. Refer to Moody's January 2008 Special Comment "Refinement to ABL Ratings" for more details. The affirmation of Amscan's B2 Corporate Family Rating reflects its high financial leverage, aggressive financial policies, and narrow business focus. The rating is supported by the company's strong market share in its wholesale and retail operations, diverse distribution including international markets, and the relative demand stability for party goods and related accessories. This rating was upgraded: * $250 million asset-based revolving facility to Ba2 (LGD 2, 22%) from Ba3 (LGD 3, 30%) These ratings were affirmed and LGD assessments amended: * Corporate Family Rating at B2 * Probability of Default Rating at B2 * $366 million senior secured term loan at B1 (to LGD 3, 41% from LGD 3, 37%) * $175 million senior subordinated notes at Caa1 (to LGD 5, 81% from LGD 5, 86%) Moody's Investors Service's last rating action on Amscan Holdings Inc. was on December 10, 2007, when the ratings were confirmed following the Factory Card & Party Outlet acquisition. Amscan Holdings, Inc., operates and franchises specialty retail party supply stores under the names Party City, Party America, The Paper Factory, Factory Card & Party Outlet, and Halloween USA. The company is also a global designer, manufacturer and wholesale distributor of party goods including paper and plastic table wear, metallic balloons and other party accessories. AMTRUST FINANCIAL: NYCB to Change 29 Branches to Ohio Savings ------------------------------------------------------------- Officials at New York Community Bank are planning to change 29 Cleveland and Akron branches to Ohio Savings, which was changed 2 1/2 years ago to AmTrust Bank, a unit of AmTrust Financial Corp., according to cleveland.com. 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 part of 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. ARAMARK CORP: Bank Debt Trades at 8.35% Off in Secondary Market --------------------------------------------------------------- Participations in a syndicated loan under which ARAMARK Corp. is a borrower traded in the secondary market at 91.65 cents-on-the- dollar during the week ended Friday, Dec. 11, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 1.08 percentage points from the previous week, The Journal relates. The debt matures on Jan. 26, 2014. The Company pays 188 basis points above LIBOR to borrow under the loan facility and it carries Moody's Ba3 rating and Standard & Poor's BB rating. The debt is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Dec. 11. ARAMARK Corp. -- http://www.aramark.com/-- is the world's #3 contract foodservice provider (behind Compass Group and Sodexo) and the #2 uniform supplier (behind Cintas) in the US. It offers corporate dining services and operates concessions at many sports arenas and other entertainment venues, while its ARAMARK Refreshment Services unit is a leading provider of vending and beverage services. The Company also provides facilities management services. Through ARAMARK Uniform and Career Apparel, the company supplies uniforms for healthcare, public safety, and technology workers. Founded in 1959, ARAMARK is owned by an investment group led by chairman and CEO Joseph Neubauer. ARAMARK Corp. carries a 'B1' long term corporate family rating from Moody's, a 'B+' long term issuer credit ratings from Standard & Poor's, and a 'B' long term issuer default rating from Fitch. ARCLIN US: Expects to Complete Restructuring in Early January ------------------------------------------------------------- Arclin said its Plan of Arrangement, which was filed by Arclin's Canadian entities, was approved by the Ontario Superior Court of Justice. In addition, the U.S. Bankruptcy Court for the District of Delaware confirmed Arclin's Plan of Reorganization on December 8, 2009. The Company expects to complete its financial restructuring in early January 2010. Under the plans approved by the Canadian and U.S. courts, Arclin's funded indebtedness will be reduced from US$234 million to US$60 million. Affiliates of Black Diamond Capital Management, L.L.C. and Silver Point Capital, L.P., the Company's lenders, will become the majority owners of the Company through an exchange of debt for equity. The Troubled Company Reporter on Friday ran a story on the Delaware Court's confirmation of the plan. Citing Bill Rochelle at Bloomberg News, the TCR said the plan for Arclin US Holdings Inc. was approved after the plan was modified to provide a distribution to unsecured creditors who were to receive nothing under the original version for their $9.6 million in claims. To mollify opposition from unsecured creditors who were deemed to have voted "no," the Plan was modified to create a $600,000 fund for distribution to unsecured creditors. Secured creditor can't participate as unsecured creditors on account of their deficiency claims. According to Bloomberg, under the Plan, holders of $204 million in first-lien debt are receiving 97% of the new stock plus a new $60 million term loan. The plan will reduce funded debt to $60 million from $234 million. First-lien creditors were projected to recover 88.4 percent. Second-lien lenders owed $30 million have a "gift" from the first-lien creditors in the form of 3% of the new stock plus warrants for a predicted 40.4% recovery. Claudio D'Ambrosio, Arclin's President and Chief Executive Officer, said, "Court approval in both Canada and the U.S. is the last major step for Arclin in what has been a very fast and efficient restructuring process. Throughout this period we have continued to develop new and innovative solutions to serve our customers while enhancing our commitment to environmental sustainability. We are poised to emerge with increased financial flexibility and a significantly improved capital structure. We are grateful for the unwavering support of our employees, customers, suppliers and other stakeholders, and we look forward to achieving renewed growth and enhanced profitability." About Arclin US Holdings, Inc. Based in Mississauga, Ontario, Arclin is a leading provider of innovative bonding and surfacing solutions for the building and construction, engineered materials and natural resource markets. Arclin provides bonding solutions for a number of applications including wood based panels, engineered wood, non-wovens and paper impregnation. As a world leader in paper overlays technology, Arclin provides high value surfacing solutions for decorative panels, building products and industrial specialty applications for North American and export markets. Arclin's U.S. companies -- Arclin US Holdnigs, Inc.; Marmorandum LLC; Arclin Chemicals Holding Inc.; Arclin Industries U.S.A., Inc; Arclin Fort Smith Inc., Arclin U.S.A. Inc.; and Arclin Surfaces Inc. -- filed voluntary petitions for Chapter 11 on July 27, 2009 (Bankr. D. Del. Lead Case No. 09-12628). Frederick Brian Rosner, Esq., at Messana Rosner & Stern, LLP, serves as counsel for the Debtors. Dechert LLP is co-counsel while Alvarez & Marsal securities LLC is the investment banker. Kurtzman Carson Consultants LLC serves as claims and noticing agent. The petition says that Arclin US's assets and debts are between $100,000,001 and $500,000,000. Arclin's Canadian companies also made a filing with the Ontario Superior Court of Justice and have obtained an Initial Order authorizing Arclin to reorganize under the Companies' Creditors Arrangement Act. Ernst & Young serves as CCAA monitor. Arclin's subsidiaries in Mexico are not included in the filings. The Mexican affiliates -- Arclin Mexican Holdings S.A. de C.V., Arclin Mexico S.A. de C.V., and Arclin Operadora S.A. de C.V. -- are not subject to any insolvency proceedings. ARIZONA EQUIPMENT: Gets Final OK to Use Creditors Cash Collateral ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Texas authorized, on a final basis, Arizona Equipment Rental I, LLC, to use certain cash and cash equivalents in which various creditors may claim an interest. Arizona Equipment will use the cash collateral to pay necessary and essential postpetition operating expenses, certain emergency expenses, and professional expenses. The Debtor has a secured debt of $1.06 million to US Bancorp. It also owes JLG Finance $1.48 million in secured debt. It also has debt to GE Capital Solutions ($1.58 million), John Deere Credit ($338,000), GELCO ($240,000), GE Capital/Ingersoll and GE Capital Leasing ($885,914), and other parties. These parties assert a secured interest in some of the equipment, receivables, cash and other assets of the Debtor. As adequate protection, the Debtor will grant prepetition creditors a lien or security interest in postpetition assets in which they would not otherwise have a security interest. The Debtor's authorization to use the Cash will expire on the earlier of April 3, 2010, or the effective date of a plan of reorganization. About Arizona Equipment Rental Tucson, Arizona-based Arizona Equipment Rental I, LLC, was founded by Lance Evic and Jeffrey Bleecker in 2004 as a Volvo Rents franchise construction equipment rental company serving Arizona. AER is headquartered in Tucson, Arizona, and currently employs approximately 30 employees. The business however has been hit by the slow down in the construction and mining industy. The Company filed for Chapter 11 bankruptcy protection on October 30, 2009 (Bankr. D. Ariz. Case No. 09-27946). The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. ARIZONA EQUIPMENT: Plan Outline Hearing on January 12 ----------------------------------------------------- Arizona Equipment Rental I, LLC, asks the U.S. Bankruptcy Court for the District of Texas to approve the disclosure statement with respect to its Chapter 11 Plan of Reorganization. The Debtors will begin soliciting votes on the Plan after approval of the adequacy of the information in the Disclosure Statement. The hearing to consider the approval of the Disclosure Statement will be held on January 12, 2010, at 11:00 a.m. at the U.S. Bankruptcy Court for the District of Arizona, Courtroom 446, 38 South Scott Avenue, Tucson, Arizona. Objections, if any, are due on January 7, 2010. According to the Disclosure Statement, the Plan provides for every creditor holdings an allowed class 1 claims to be paid in full satisfaction of the allowed claim in cash held by AER. The Plan also provides that members of AER will retain the membership interest in AER; holders of priority tax claims will be paid from cash held by the estate over a period not exceeding 5 years after the petition date; allowed Class 3 claims will be paid in full together with the interest, over a period not exceeding 5 years after the petition date; allowed Class 4 claims will be paid on a 5 year amortization period with interest at a rate of 5% per annum beginning 30 days after the effective date of the Plan. As an alternative treatment provided to class 4 under the Plan, holders of allowed class 4 claims may elect a discounted payoff in a lump sum equal to 85% of the allowed class 4 claims, payable on the effective date. Class 5 unsecured claims was divided into subclasses: (i) allowed class 5(a)(i) -- Volvo $2 million deficiency claims will be paid on a ten year amortization period with interest at the rate of 7% per annum beginning 30 days after the effective date of the Plan; (ii) allowed class 5(a)(ii) -- Volvo $1.8 million deficiency claims will receive monthly payments of interest only at the rate of 5.5% per annum beginning 30 days after the effective date of the Plan for five year, with an option for an additional 5 years of monthly payments of interest only to Volvo if payments under the Plan on year 5 are current. (iii) class 5(b) -- $32,000 Convenience class claim will be paid 60 days after the effective date of the Plan. (iv) class 5(c) -- Other deficiency claims will receive monthly payments of interest only at the rate 5.5% per annum beginning 30 days after the effective date of the Plan for five years, with an automatic option in favor of the Reorganized Debtor for an additional five years of monthly payments under the Plan on year 5 are current. (v) class 5(d) -- lease rejection claims will receive monthly payments of interest only at the rate of 5.5% per annum beginning 30 days after the effective date of the Plan. (vi) class 5(e) -- general unsecured claims will receive monthly payments of interest only at the rate of 5.5% per annum beginning 30 days after the effective date of the Plan. (vii) Class 6 -- related parties unsecured will receive monthly payments of interest only at the rate of 5.5% per annum beginning 30 days after the effective date of the Plan for five years. Payments under the Plan will come from cash flow generated by the ongoing operation of the Debtor's business and from the $3 million exit financing obtained from Volvo Financing Services, the Debtor's largest secured creditor. The Debtor anticipates that rentals and cash flow generated from the continued operation of its business will increase and stabilize in the coming months, thereby increasing the cash flow for the remaining payments under the Plan. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/ArizonaEquipment_DS.pdf About Arizona Equipment Rental Tucson, Arizona-based Arizona Equipment Rental I, LLC, was founded by Lance Evic and Jeffrey Bleecker in 2004 as a Volvo Rents franchise construction equipment rental company serving Arizona. AER is headquartered in Tucson, Arizona, and currently employs approximately 30 employees. The business however has been hit by the slow down in the construction and mining industy. The Company filed for Chapter 11 bankruptcy protection on October 30, 2009 (Bankr. D. Ariz. Case No. 09-27946). The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. ASARCO LLC: Baker Botts Could Get Over $134MM for Asarco Case ------------------------------------------------------------- Law360 reports that Baker Botts LLP, which helped Asarco LLC navigate its lengthy odyssey through Chapter 11, is asking a bankruptcy court for a fee enhancement that would add more than $22 million to the firm's bill for its services in the case, and push the total tab to over $134 million. 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. ASARCO LLC: Grupo Mexico Has Plan Administration Pact With A&M -------------------------------------------------------------- Americas Mining Corporation and ASARCO Incorporated notified the Court and parties-in-interest that they have finalized the terms of the Parent's Plan Administration Agreement, a form of which was filed as Exhibit 4 to the Parent's Seventh Amended Plan of Reorganization for the Debtors. The Parent, therefore, submitted to the Court the finalized Parent's Plan Administration Agreement, executed by the Parent's Plan Administrator and the Parent. Mark A. Roberts of Alvarez & Marsal Holdings LLC has been appointed to serve as the Plan Administrator of the Parent's Plan. Upon the Effective Date of the Parent's Plan, Reorganized ASARCO will execute the Agreement and the Agreement will become effective in accordance with its terms. A full-text copy of the Agreement can be obtained for free at: http://bankrupt.com/misc/ASARCO_PlanAdminPact_120309.pdf About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When ASARCO LLC filed for protection from its creditors, it listed US$600 million in total assets and US$1 billion in total debts. ASARCO LLC has five affiliates that filed for Chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in Dallas, Texas, represents the Official Committee of Unsecured Creditors for the Asbestos Debtors. Former judge Robert C. Pate has been appointed as the future claims representative. Details about their asbestos-driven Chapter 11 filings have appeared in the Troubled Company Reporter since April 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05- 21346) also filed for Chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its Chapter 11 case. On October 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for Chapter 11 protection on December 12, 2006. (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining & Development Co., Ltd., Peru Mining Exploration & Development Co., and Green Hill Cleveland Mining Co. filed for Chapter 11 protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197 to 08-20202). On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. 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. ASARCO LLC: Grupo Mexico Identifies Discarded Contracts ------------------------------------------------------- Americas Mining Corporation and Asarco Incorporated submitted to the Court Exhibit 3 of their Seventh Amended Plan of Reorganization for the Debtors, as modified on August 20, 2009, August 23, 2009, and August 27, 2009. Exhibit 3 to the Parent's Plan is a schedule of contracts and leases that are being rejected under the Parent's Plan. A copy of Exhibit 3 on the Rejected Contracts/Leases Schedule can be obtained for free at: http://bankrupt.com/misc/ASARCO_Plan_Exh3_120909.pdf The Parent's Plan was confirmed by an order of the United States District Court for the Southern District of Texas dated November 13, 2009. The Plan was consummated December 9, 2009. Pursuant to the Parent's Plan, any person or entity that has a claim in connection with the rejection of the contracts and leases listed on Exhibit 3 will have until 30 days after the Effective Date to file a Proof of Claim, or the Claim will be barred and discharged. Since the Effective Date is December 9, 2009, the time for filing a Proof of Claim in connection with rejection of any of the contracts and leases listed on the Schedule expires on January 8, 2010. 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). On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. 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. ASARCO LLC: Parent Post-Conf. Issues Jurisdiction Clarified ----------------------------------------------------------- Americas Mining Corporation, as parent company of ASARCO LLC, asks the U.S. District Court for the Southern District of Texas to clarify those post-confirmation issues over which the U.S. Bankruptcy Court for the Southern District of Texas will retain jurisdiction under Section 157 of the Bankruptcy Code. As previously reported, the District Court entered an order confirming Asarco Incorporated and AMC's Plan of Reorganization for the Debtors on November 13, 2009. The Confirmation Order describes matters over which the District Court retained jurisdiction over and matters over which the Bankruptcy Court retains jurisdiction. The jurisdiction provisions under Confirmation Order were supplemented by a further order of the District Court dated November 16, 2009. Charles A. Beckham, Jr., Esq., at Haynes and Boone, LLP, in Houston, Texas, says that the principal parties in the reorganization cases, including the Parent, the Debtors, the Official Committee of Unsecured Creditors, and representatives of the Section 524(g) Trust, would like clarity as to those matters that remain referred to the Bankruptcy Court to adjudicate under Section 157. The Parent's Proposed Jurisdictional Order provides that the delineated matters remain referred to the Bankruptcy Court to hear and determine and to enter appropriate orders and judgments, subject to review under Section 158 of the Bankruptcy Code. * * * The District Court confirmed that the Bankruptcy Court has the jurisdiction to hear ASARCO's request to terminate Sterlite (USA), Inc.'s Purchase and Sale Agreement under the District Court's November 16, 2009 Order. 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). On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. 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. ASARCO LLC: Pays US$1.79 Billion for Environmental Cleanup ---------------------------------------------------------- As a result of the largest environmental bankruptcy in U.S. history, $1.79 billion has been paid to fund environmental cleanup and restoration under a bankruptcy reorganization of American Smelting and Refining Company LLC, the Justice Department, Environmental Protection Agency, Department of the Interior and Department of Agriculture said. ASARCO is a leading producer of copper and one of the largest nonferrous metal producers in the United States. It is based in Arizona and is responsible for sites around the country that are contaminated with hazardous waste. The money from environmental settlements in the bankruptcy will be used to pay for past and future costs incurred by federal and state agencies at more than 80 sites contaminated by mining operations in 19 states. Those states are Arizona, Alabama, Arkansas, California, Colorado, Idaho, Illinois, Indiana, Kansas, Missouri, Montana, Nebraska, New Jersey, New Mexico, Ohio, Oklahoma, Texas, Utah, and Washington. "The effort to recover this money was a collaborative and coordinated response by the states and federal government. Our combined efforts have resulted in the largest recovery of funds to pay for past and future clean up of hazardous materials in the nation's history. [December 10] is a historic day for the environment and the people affected across the country," said Associate Attorney General Tom Perrelli. "[December 10]'s landmark enforcement settlement will provide almost one billion dollars to clean up polluted Superfund sites," said Cynthia Giles, Assistant Administrator for the EPA's Office of Enforcement and Compliance Assurance. "This will mean cleaner land, water and air for communities across the country." "This settlement exemplifies government at all levels working effectively for the American taxpayer to recover damages from polluters and restore and protect important national landscapes and significant wildlife resources that have been injured," said Interior Assistant Secretary Tom Strickland. "In consultation and collaboration with our state and tribal co-trustees, this money will be used exclusively to restore, replace or acquire the equivalent of resources injured at more than a dozen sites where ASARCO operated and we have identified natural resource damage." "I would like to thank the Department of Justice, the Environmental Protection Agency and USDA Office of General Counsel for their diligence in reaching this comprehensive settlement that will so benefit restoration of public lands," said Joel Holtrop, Deputy Chief for the National Forest System, U.S. Forest Service, Department of Agriculture. "This settlement provides significant resources to address land restoration from past mining activities on National Forest System lands in Arizona, California, Idaho, Montana and Washington." Under the terms of the plan, all allowed claims were paid in full along with interest. Funds were distributed: -- The United States received approximately $776 million which will be distributed in accordance with the underlying settlements to address over 35 different sites; -- The Coeur d'Alene Work Trust was paid $436 million; -- The three custodial trusts--which address the owned but not operating properties of ASARCO and involve a total of 13 states and 24 sites - were paid a cumulative total of approximately $261 million; and -- Payments totaling in excess of $321 million were paid to 14 different states to fund environmental settlement obligations at over 36 individual sites. In total, the payment will address environmental cleanup and restoration at more than 80 sites around the country. Much of the money paid to the United States will be placed in special accounts in the Superfund to be used by EPA to pay for future cleanup work. It will also be placed into accounts at the Department of Interior and the Department of Agriculture to pay for natural resource restoration. ASARCO filed for protection under Chapter 11 of the U.S. bankruptcy code on Aug. 9, 2005. American Smelting and Refining Company or ASARCO has operated for nearly 110 years--first as a holding company for diverse smelting, refining, and mining operations throughout the United States and now as the Arizona- based integrated copper-mining, smelting, and refining company. By the time it filed for bankruptcy, ASARCO's core operating assets were limited to certain operations in the states of Arizona and Texas. However, it continued to own numerous non-operating properties that were highly contaminated and was subject to environmental claims at sites that were not owned by the company. In August 2009, following lengthy litigation, the U.S. Bankruptcy Court for the Southern District of Texas held a two-week hearing on competing plans of reorganization for ASARCO that would allow the company to be purchased out of bankruptcy. During this hearing, two competing plans emerged that proposed to pay creditors in full with interest. On Aug. 31, 2009, Judge Richard Schmidt of the U.S. Bankruptcy Court in Corpus Christi issued a recommendation to the U.S. District Court for the Southern District of Texas to confirm the plan proposed by ASARCO's parent company--a subsidiary of Grupo Mexico. U.S. District Judge Andrew Hanen in Brownsville accepted Judge Schmidt's recommendation and confirmed Grupo Mexico's plan on Nov. 13, 2009. On Dec. 9, 2009, Grupo Mexico met its funding obligations and the plan was consummated. Additionally, the environmental payment and property transfer obligations outlined in the numerous settlement agreements, which had been approved by the Bankruptcy Court over the course of the litigation, were complied with. The full payment of environmental claims, plus interest, will facilitate the cleanup of contamination and restoration of natural resources at numerous sites across the country. The reorganized company remains liable for environmental liabilities at the properties that it will continue to own and operate. 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). On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. 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. ASARCO LLC: USW Appeals Plan Confirmation Order ----------------------------------------------- The United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO notifies the U.S. District Court for the Southern District of Texas that it will take an appeal to the United States Court of Appeals for the Fifth Circuit of Judge Andrew S. Hanen's Memorandum Opinion, Order of Confirmation, and Injunction entered on November 13, 2009. Judge Hanen's November 13 Order confirmed the Seventh Amended Plan of Reorganization for ASARCO LLC and its debtor affiliates proposed by Asarco Incorporated and Americas Mining Corporation; overruled USW's objections to confirmation of the Parent Plan; and denied confirmation of the Debtors' Sixth Amended Joint Plan of Reorganization. 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). On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. 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. AVAGO TECHNOLOGIES: Moody's Upgrades Corp. Family Rating to 'Ba2' ----------------------------------------------------------------- Moody's Investors Service upgraded the ratings of Avago Technologies Finance Pte. Ltd.'s and affirmed its speculative grade liquidity rating (SGL-1). The rating outlook is positive. Moody's has withdrawn the ratings for Avago's 10.125% senior notes due 2013 and floating rate notes due 2013 following their recent redemption. This concludes the review of ratings for possible upgrade that was initiated on September 8, 2009. These ratings were upgraded: * Corporate Family Rating to Ba2 from Ba3 * Probability of Default Rating to Ba2 from Ba3 * $350 Million (originally $375 Million) Senior Secured Revolving Credit Facility due 2011 to Baa2 (LGD-2, 12%) from Baa3 (LGD-1, 5%) * $230 Million (originally $250 Million) Senior Unsecured Subordinated Notes due 2015 to Ba3 (LGD-5, 83%) from B2 (LGD-6, 90%) This rating was affirmed: * Speculative Grade Liquidity Rating - SGL-1 The upgrade reflects Avago's meaningful reduction in financial leverage following completion of the recent tender and redemption of its outstanding senior notes and partial tender of its subordinated notes. The company used net proceeds of $296 million raised from its August 2009 IPO plus balance sheet cash to retire $469.9 million of debt. As such, the company was able to realize fairly material improvement in leverage and key credit metrics. Pro forma leverage (as of November 1, 2009) as measured by debt/LTM EBITDA improved to approximately 1.2x from 3.0x (Moody's adjusted; EBITDA includes one-time advisory agreement termination fee and selling shareholder expenses) and EBIT/interest expense increased to about 3.7x from 1.4x (Moody's adjusted). Importantly, the upgrade reflects Moody's expectation that leverage (including any debt-financed acquisitions) will be sustained at or below 2.0x (Moody's adjusted) going forward. The upgrade also incorporates Moody's belief that semiconductor end market demand has improved and Avago will continue to benefit from solid growth in 2010 driven by the strengthening PC market, improving outlook for mobile devices, particularly in high-end wireless communications, and product ramps in its enterprise ASICs business. The positive rating outlook reflects Moody's expectations that Avago will maintain its solid market position in optoelectronics and wired infrastructure segments, and continue to expand share in high-end wireless communications. It also anticipates the resumption of revenue growth, and gross margin and cash flow expansion will be supported by improving product mix, cost savings and higher capacity utilization. Moody's notes that the subordinated notes were upgraded two notches to Ba3 from B2 due to the elimination of senior unsecured obligations from the consolidated debt capital structure. As such, the senior secured creditor class is now required to absorb a higher loss under Moody's LGD (Loss Given Default) Methodology. The reduced default risk for senior secured creditors is partially offset by a higher LGD assumption due to the substantial reduction of the senior unsecured creditor class. With no debt maturities until 2015, Avago's liquidity position remains solid as evidenced by its SGL-1 rating. Internal liquidity has strengthened owing to better working capital management and improved FCF generation. Pro forma for the recent debt redemption, Avago's balance sheet cash is roughly $108 million as of November 1, 2009. External liquidity is supported by its $350 million secured revolving credit facility, which is currently drawn to $17 million for bankers' guarantees (letters of credit). The company, which maintains a $200 million accordion feature on its credit facility, has sufficient cushion under its bank covenants (maintenance and incurrence tests) and is expected to remain covenant compliant over the next twelve months. The last rating action was on September 8, 2009, when Moody's upgraded Avago's CFR to Ba3 and placed the ratings under review for possible further upgrade. Co-headquartered in San Jose, California and Singapore, Avago designs, develops, manufactures and sells a broad array of semiconductor components for consumer, industrial and commercial electronic applications. For the fiscal year ended November 1, 2009, net revenues were $1.5 billion. AVENTINE RENEWABLE: Stockholder Asks for Plan Alternatives ---------------------------------------------------------- Aventine Renewable Energy Holdings, Inc. stockholder Andrew Shirley, in a letter to the Board of Directors dated December 3, 2009, asks the Board to evaluate reorganization alternatives that preserve stockholder value. Mr. Shirley shows that both ethanol margins and the credit markets have recovered dramatically over the past eight months, suggesting that the primary conditions that precipitated the company's bankruptcy filing in April 2009 no longer exist. Mr. Shirley provides a Capital Structure Analysis which offers a seemingly feasible reorganization alternative that preserves stockholder value. He also provides a Valuation Analysis which contends that Aventine pre-petition stock has substantial value. Mr . Shirley owns approximately 900,000 shares of Aventine stock, or 2.1% of the shares outstanding. 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. AVERY ENVIRONMENTAL: No Longer in Danger of Financial Collapse -------------------------------------------------------------- John P. Boan at Times-Georgian reports that waste management services provider Avery Environmental Services Inc.'s reorganization has been a success and is no longer on the brink of insolvency. A creditor of Avery Environmental previously requested to convert the Company's bankruptcy case to a Chapter 7 liquidation proceeding while the Company was selling its equipment. Following negotiations, the Company's biggest creditor First Georgia Bank Co. and other stakeholders agreed to keep the Company in Chapter 11 and have a trustee appointed to help the Company manage its troubled finances. The bank agreed provide more capital to the Company, Mr. Boan notes. Times-Georgian reports that Avery continues to provide trash collection services for Carroll County in Georgia. The city of Carrollton, on the other hand, discontinued its contract with Avery. Carrollton, Georgia-based Avery Environmental Services, Inc., filed for Chapter 11 bankruptcy protection on October 30, 2008 (Bankr. N.D. Ga. Case No. 08-13222). George M. Geeslin, Esq., who has an office in Atlanta, Georgia, assists the Company in its restructuring efforts. The Company listed $1,000,000 to $10,000,000 in assets and $1,000,000 to $10,000,000 in debts. AVIS BUDGET: Bank Debt Trades at 5.19% Off in Secondary Market -------------------------------------------------------------- Participations in a syndicated loan under which Avis Budget Car Rental LLC is a borrower traded in the secondary market at 94.81 cents-on-the-dollar during the week ended Friday, Dec. 11, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 1.08 percentage points from the previous week, The Journal relates. The loan matures on April 1, 2012. The Company pays 125 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's Ba3 rating and Standard & Poor's B- rating. The debt is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Dec. 11. Based in Parsippany, New Jersey, Avis Budget Group, Inc., provides car and truck rentals and ancillary services to businesses and consumers in the United States and internationally. As reported by the Troubled Company Reporter on April 30, 2009, Standard & Poor's Ratings Services assigned a '6' recovery rating to Avis Budget Car Rental LLC's (CCC+/Developing/--) unsecured notes, indicating expectations of negligible (0%-10%) recovery of principal in the event of a payment default. Avis Budget Car Rental LLC is a subsidiary of Avis Budget Group, Inc. (CCC+/Developing/--). BASHAS' INC: Fine Food Not Part of CityScape Project ---------------------------------------------------- Phoenix Business Journal's Jan Buchholz says the developers of CityScape in downtown Phoenix confirmed that AJ's Fine Food grocery, a division of Bashas' Inc., will not be part of the mixed-used project under construction at Central Avenue and Jefferson streets. Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail stores located throughout Arizona. It is doing business as National Grocery, Bashas Food, Bashas' United Drug, Food City, Eddie's Country Store, A,.J. Fine Foods, Western Produce, Bashas' Distribution Center, Sportsman's, and Bashas' Dine. The Company and its affiliates filed for Chapter 11 bankruptcy protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050). Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C., assists the Debtors in their restructuring efforts. Michael W. Carmel, Ltd., is the Debtors' co-counsel. Deloitte Financial Advisory LLP serves as financial advisors. Epiq Bankruptcy Solutions, LLC, serves as claims and notice agent. In its bankruptcy petition, Bashas' listed $100 million to $500 million each in assets and debts. BASIC ENERGY: S&P Downgrades Corporate Credit Rating to 'B' ----------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Midland, Texas-based Basic Energy Services Inc. to 'B' from 'B+'. The outlook is negative. At the same time, S&P lowered its ratings on Basic's secured notes to 'B+' (one notch higher than the corporate credit rating) from 'BB-'. The recovery rating on the secured notes remains unchanged at '2', indicating S&P's expectations of substantial recovery (70%-90%) in a payment default. The issue-level rating on Basic's senior unsecured notes remains 'B-' (one notch below the corporate credit rating on the company). S&P revised the recovery ratings on Basic's unsecured issues to '5', indicating S&P's expectations for modest recovery (10%-30%) in a payment default, from '6'. "The downgrade of the corporate credit rating to 'B' from 'B+' primarily reflects S&P's concern that continued weakness in core U.S. oilfield services markets will cause Basic's credit measures to deteriorate to levels that are worse than expected for the 'B+' corporate rating over the near-to-intermediate term," said Standard & Poor's credit analyst Aniki Saha-Yannopoulos. Even though Standard & Poor's is aware that conditions have started to stabilize (in both pricing and utilization) in the North American markets, S&P still believes Basic's EBITDA generation through mid- 2010 will likely be weak given the current state of the U.S. market. The ratings on oilfield service provider Basic reflect its participation in highly cyclical and competitive U.S. oilfield service markets, a weak near-term industry outlook, and the potential for credit measures to deteriorate materially in 2010. The ratings also incorporate strong near-term liquidity and significant capital spending flexibility during industry downturns. The negative outlook reflects S&P's concern that weak conditions in core U.S. oilfield services markets over the near term could continue to pressure Basic's credit quality if industry conditions do not show signs of improving over the first half of 2010. Stabilization of ratings at the current 'B' level would require that the company's debt to annualized EBITDA will improve below 8x with the financial measures showing an improving trend. S&P's action would also incorporate that Basic has adequate liquidity and its outlook on the sector at the time of the action is positive. S&P would consider a negative ratings action if annualized debt to EBITDA measures continue to deteriorate and liquidity tightens materially for the company. BERNARD MADOFF: Clients May Seek Chapter 11 to Halt Clawback Suits ------------------------------------------------------------------ According to The Wall Street Journal's Jane J. Kim, Steven Caruso, a New York attorney, said some of Bernard Madoff's former clients who are subject to clawback lawsuits filed by Irving H. Picard, the trustee appointed to supervise the liquidation of Bernard L. Madoff Investment Securities LLC, "will clearly be forced to file for bankruptcy," which will stop the clawback proceedings in their tracks. "This will still get uglier before it gets any better," Mr. Caruso said, according to the report. The Journal notes Mr. Picard has recovered about $1.5 billion in assets that will go toward covering an estimated $19.4 billion in customer losses. He also has filed lawsuits to wrestle away $15 billion from some of the Madoff firm's institutional clients or individuals Mr. Picard says profited at the expense of other clients. Ms. Kim also notes Mr. Picard has another year to file all his claw-back suits, and many court decisions are likely to be appealed. According to Ms. Kim, that means it could be years before Mr. Madoff's victims know how much they are entitled to get back. * * * Marcy Gordon at The Associated Press reports several members of the House on Wednesday criticized the treatment of Madoff fraud victims by the Securities Investor Protection Corp., saying new legislative remedies may be needed to help the investors. AP relates Rep. Peter T. King, R-N. Y., said during a House Financial Services Committee hearing actions by SIPC and the Madoff bankruptcy trustee have "the victims being victimized again." According to AP, the criticism was buttressed by testimony from some defrauded Madoff investors, putting a human face on the scandal that broke a year ago when Mr. Madoff was arrested at his Manhattan penthouse and the biggest investment fraud in U. S. history came to light. Losses are estimated at $13 billion to $19 billion. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On December 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert $64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). BERNARD MADOFF: SEC Proposal May Help Some of Early Investors ------------------------------------------------------------- ABI reports that the Securities and Exchange Commission proposed at a congressional hearing that the cash claims of the earliest investors in Bernard L. Madoff's Ponzi scheme be adjusted for inflation. Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On December 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert $64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). BERNARD MADOFF: Trustee Rejects 9,900 of 11,500 Claims ------------------------------------------------------ Irving H. Picard, the trustee for Bernard L. Madoff Investment Securities Inc., said that as of December 9, 2009, he has denied about 9,916 of the 11,563 claims so far reviewed. Most claims were denied because they represented funds given the Madoff firm through so-called feeder funds or because the customers before bankruptcy withdrew more than they invested. There remain 4,500 unresolved claims. The 1,647 allowed claims represent losses totaling $4.69 billion. The Securities Investor Protection Corp. has committed $561,341,269, with each investor receiving a maximum of $500,000. A total of $4,130,927,643 exceeds the statutory limits set by the SIPC. A portion of those amounts may be paid from the proceeds recovered by Mr. Picard from clawback suits. According to Bill Rochelle at Bloomberg News, the U.S. District Court ruled that Cohmad Securities Corp. must defend itself in bankruptcy court against a so-called clawback suit by the Madoff trustee. The ruling denied a motion by Cohmad to take the suit out of bankruptcy court and move it up to the federal district court. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On December 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert $64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). BIO-KEY INT'L: Closes Sale of Law Enforcement Unit to InterAct911 ----------------------------------------------------------------- BIO-key International, Inc., on December 8, 2009, consummated the sale of its Law Enforcement division to InterAct911 Mobile Systems, Inc., a wholly owned subsidiary of InterAct911 Corporation, pursuant to the Asset Purchase Agreement dated as of August 13, 2009 by and between the Company and the Buyer. The Buyer acquired substantially all of the assets relating to the Business, including the Company's customer contracts, intellectual property, accounts receivable, equipment, inventories, software, technologies, communication systems and goodwill relating to the Business. The Buyer also assumed certain specified liabilities as set forth in the Purchase Agreement. The Company and InterAct Public Safety Systems, an affiliate of the Buyer, have collaborated on many projects in the past, including partnership arrangements in which products used in the Business -- including elements of the MobileCop(R), PocketCop(R), MobileRescue(TM), MobileOffice(TM), and InfoServer(TM) product lines -- have been integrated with those of InterAct Public Safety Systems and sold to law enforcement agencies and other emergency response customers. Outside of those commercial dealings, there are no material relationships among the Company and the Buyer or any of their affiliates other than in respect of the Purchase Agreement and the related ancillary agreements. As consideration for the Asset Sale, the Buyer paid the Company an aggregate purchase price of approximately $11.3 million, after customary closing adjustments were made in accordance with the Purchase Agreement. Of that amount, approximately $7.3 million was paid in cash at the closing of the Asset Sale. In addition, the Buyer issued a promissory note in the original principal amount of $4 million in favor of the Company. The Note is to be paid in three equal annual installments beginning on the first anniversary of the closing and will bear interest, payable on a quarterly basis, at a rate per annum equal to 6% compounded annually on the principal sum from time to time outstanding. The Note is guaranteed by the Parent and its owner, SilkRoad Equity, LLC, a private investment firm, and is secured by all of the intellectual property assets of the Business being transferred to Buyer as part of the Asset Sale. In addition, at the closing of the Asset Sale, the Company issued to SilkRoad a warrant to purchase up to 8 million shares of the Company's common stock at a cash purchase price of $0.30 per share. This warrant will expire if not exercised prior to the fifth anniversary of the closing. Going Concern Doubt On March 9, 2009, CCR LLP, in Westborough, Massachusetts, expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's consolidated financial statements as of and for the years ended December 31, 2008, and 2007. The accounting firm pointed to the Company's substantial net losses in recent years, and accumulated deficit at December 31, 2008. At September 30, 2009, the Company's consolidated balance sheets showed $10.3 million in total assets, $7.8 million in total liabilities, $469,550 in Series B redeemable convertible preferred stock, and $4.1 million in Series C redeemable convertible preferred stock, resulting in a $2.0 million stockholders' deficit. The Company had an accumulated deficit of approximately $54.5 million at September 30, 2009. About BIO-key International BIO-key International, Inc. (OTC Bulletin Board: BKYI) -- http://www.bio-key.com/-- headquartered in Wall, New Jersey, develops and delivers advanced identification solutions and information services to law enforcement departments, public safety agencies, government and private sector customers. BOSTON SCIENTIFIC: Fitch Puts 'BB+' Rating on $1 Bil. Note Offer ---------------------------------------------------------------- Fitch Ratings has assigned a 'BB+' rating to Boston Scientific's prospective $1 billion offering of senior unsecured notes. Fitch expects BSX will use the net proceeds for general corporate purposes, including prepaying a portion of its bank term loan due in April 2011. The Rating Outlook for BSX is Positive. BSX's drug-eluting stent business remains stable, and its remaining businesses are growing. In addition, stable margins and its focus on cost control have enabled BSX to pay down approximately $744 million in debt during the last four quarters. Since Sept. 30, 2008, leverage (total debt/EBITDA) has decreased to 2.46 times for latest 12 months, ending Sep. 30, 2009 from 2.88x, owing to margin improvement and debt reduction. Fitch expects additional declines to BSX's leverage in the intermediate term through increased profitability and additional debt reduction. Free cash flow (net cash flow from operations less capital expenditures) for the LTM ending Sept. 30, 2009 was $840 million. Interest coverage (EBITDA/interest) was 6.26x and leverage (total debt/EBITDA) was 2.46x for the LTM ending Sept. 30, 2009. BSX had $6.03 billion in debt with the approximate maturity schedule: -- $100 million maturing in 2010; -- $3.75 billion maturing in 2011; and -- $2.2 billion maturing after 2013. Fitch expects BSX will pay down some of the 2011 debt and refinance the remainder. At Sept. 30, 2009, BSX had approximately $1.38 billion in cash/short-term investments and full availability on its $1.75 billion revolver, maturing on April 21, 2011. Fitch's outstanding ratings for BSX are: -- Long-term Issuer Default Rating 'BB+'; -- Senior unsecured credit facility 'BB+'; -- Senior unsecured debt 'BB+'; BOSTON SCIENTIFIC: Moody's Assigns 'Ba1' Rating on Senior Notes --------------------------------------------------------------- Moody's assigned a Ba1 rating to Boston Scientific Corporation's new senior unsecured note offering and a (P)Ba1 to its new well- known seasoned issuer senior unsecured shelf. At the same time, the company's existing ratings and the stable outlook were affirmed. Proceeds from this offering are expected to be used to refinance outstanding bank term debt, which matures in April 2011. The Ba1 rating and stable outlook are largely constrained by concerns regarding outstanding litigation and potential liquidity constraints. Moody's believes that the company's ongoing commitment to debt repayment and generally steady market positions in diverse product offerings are positives that help move the company closer to an investment grade profile. In addition, despite expected erosion in Taxus DES market share due to clinical findings favoring the Xience stent, recent CE approval of the Promus Element should stem DES market share declines in Europe. "Boston Scientific continues to demonstrate good financial discipline, but litigation risk remains a critical obstacle to upward rating movement," commented Diana Lee, a Senior Credit Officer at Moody's. This transaction -- combined with no further step-down provisions in its existing bank agreement -- should provide more flexibility. However, Moody's believe it is possible that litigation outcomes and additional 2011 debt maturities could result in tighter liquidity over the next 12 to 18 months. Prior to considering a positive outlook and subsequent upgrade, Moody's would need to see: (1) greater clarity surrounding outstanding litigation with J&J, particularly related to the Palmaz and Jang patents; (2) the company's ability to maintain adequate liquidity, which is constrained by terms under its revolver related to maximum cash litigation payouts; and (3) that its core CRM and DES segments do not see significant downturns in market share due to safety concerns or competitive issues. Moody's expects that there could be greater clarity on the Palmaz and Jang patent litigation in the near term since the damages trial is scheduled to begin on February 1, 2010. BRIDGEVIEW AEROSOL: Files Schedules of Assets and Liabilities ------------------------------------------------------------- Bridgeview Aerosol, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Illinois its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $16,312,338 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $13,103,958 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $10,517,697 ----------- ----------- TOTAL $16,312,338 $23,621,655 About Bridgeview Aerosol Bridgeview, Illinois-based Bridgeview Aerosol, LLC is in the custom aerosol specialty products industry. BVA provides a wide array of services relating to aerosol products including initial product formulation, testing, manufacturing, packaging and distribution. BVA primarily manufactures, packages and distributes household cleaning and automotive products. Affiliate AeroNuevo owns the real property on which BVA operates. USAerosols is the parent company of BVA and AeroNuevo. Bridgeview Aerosol filed for Chapter 11 bankruptcy protection on October 30, 2009 (Bankr. N.D. Ill. Case No. 09-41021). Steven B. Towbin, Esq., at Shaw Gussis et al assists the Company in its restructuring efforts. BUILDERS FIRSTSOURCE: Hikes New CFO Crow's Salary to $350,000 ------------------------------------------------------------- Builders FirstSource, Inc., reports that on November 17, 2009, Charles Horn announced his resignation as Senior Vice President and Chief Financial Officer of the Company effective as of November 23. Effective on November 23, 2009, the Board of Directors of the Company named M. Chad Crow as the Company's Senior Vice President and Chief Financial Officer. Mr. Crow, 41, has been Vice President -- Controller of the Company since May 2000. He joined the Company in September 1999 as Assistant Controller. Prior to joining the Company, he served in a variety of positions at Pier One Imports, most recently as Director of Accounting. Prior to Pier One, Mr. Crow spent four years at PriceWaterhouse. Mr. Crow is a C.P.A. and received his B.B.A. degree from Texas Tech University. On December 3, 2009, the Compensation Committee of the Board of Directors increased Mr. Crow's salary to $350,000 per year. The Compensation Committee will also consider appropriate adjustments to Mr. Crow's bonus and equity compensation arrangements in connection with its annual review of the Company's executive compensation program in early 2010. About Builders FirstSource Headquartered in Dallas, Texas, Builders FirstSource, Inc. (NasdaqGS: BLDR) -- http://www.bldr.com/-- is a supplier and manufacturer of structural and related building products for residential new construction. The company operates in 9 states, principally in the southern and eastern United States, and has 55 distribution centers and 51 manufacturing facilities, many of which are located on the same premises as its distribution facilities. At September 30, 2009, the Company's consolidated balance sheet showed $435.3 million in total assets, $398.3 million in total liabilities, and $37.0 million in total stockholders' equity. Builders FirstSource has corporate credit ratings of 'Caa1' from Moody's Investors Service and 'CCC+' from Standard & Poor's. BUILDERS FIRSTSOURCE: Holders of 90.35% of 2012 Notes OK Debt Swap ------------------------------------------------------------------ Builders FirstSource, Inc., has entered into an amendment to the support agreement that it entered into on October 23, 2009, with certain holders of the Company's Second Priority Senior Secured Floating Rate Notes due 2012. The Company also entered into a similar amendment to the investment agreement that it entered into on October 23, 2009 with JLL Partners Fund V, L.P. and Warburg Pincus Private Equity IX, L.P. The amendments provide that, as a closing condition to the transactions contemplated by the Support Agreement and the Investment Agreement, at least 90%, rather than 95%, of the aggregate principal amount of outstanding 2012 notes must be validly submitted for exchange in the Company's previously announced debt exchange. As of December 2, 2009, holders of approximately 90.35% of the aggregate principal amount of the 2012 notes have agreed to exchange their 2012 notes in the debt exchange, satisfying the minimum condition for completion of the recapitalization transactions. The Company also expects to conduct a rights offering pursuant to which it will distribute, at no charge, to holders of the Company's common stock transferable subscription rights to purchase up to an aggregate of 58,571,428 shares of the Company's common stock at a subscription price of $3.50 per share, or an aggregate of up to approximately $205.0 million in gross proceeds to the Company. In connection with the rights offering and pursuant to the Support Agreement, certain holders of the Company's outstanding 2012 notes agreed to exchange, at par, in transactions exempt from registration under the Securities Act of 1933, as amended, their outstanding 2012 notes for (i) up to $145.0 million aggregate principal amount of newly issued Second Priority Senior Secured Floating Rate Notes due 2016, (ii) up to $130.0 million in cash from the proceeds of the rights offering, or (iii) a combination of cash and 2016 notes, and, (iv) to the extent the rights offering is not fully subscribed, shares of the Company's common stock. Under the terms of the Investment Agreement, JLL and Warburg Pincus have severally agreed to purchase from the Company, at the rights offering subscription price, unsubscribed shares of the Company's common stock such that gross proceeds of the rights offering will be no less than $75.0 million. In addition, each of JLL and Warburg Pincus has agreed (i) to exchange up to $48.909 million aggregate principal amount of 2012 notes indirectly held by it in the debt exchange and (ii) to the extent gross proceeds of the rights offering are less than $205.0 million, to exchange such 2012 notes for shares of the Company's common stock at an exchange price equal to the rights offering subscription price, subject to proration from the participation of other holders of 2012 notes who submit for exchange their 2012 notes for shares of the Company's common stock not subscribed for through the exercise of rights in the rights offering. Upon completion of the recapitalization transactions, the Company will receive $75.0 million for general corporate purposes and to pay the expenses of the recapitalization transactions, with any remaining proceeds of the rights offering being used to repurchase a portion of the Company's outstanding 2012 notes in the debt exchange. The Company will reduce outstanding indebtedness by $130.0 million through the debt exchange. Consummation of the debt exchange and rights offering remains subject to stockholder approval of the issuance of the shares of common stock to be issued in the recapitalization transactions; court approval of the agreement to settle the stockholder class and derivative litigation relating to the recapitalization transactions; and other customary closing conditions. The Company had set 5:00 p.m., Central Time, on December 14, 2009, as the record date for its rights offering and special meeting of its stockholders to approve the issuance of shares of the Company's common stock pursuant to the rights offering, the Investment Agreement and the debt exchange. A full-text copy of the Support Agreement, dated as of October 23, 2009, by and among Builders FirstSource, Inc. and the Holders of the Company's Second Priority Senior Secured Floating Rate Notes due 2012 party thereto, is available at no charge at http://ResearchArchives.com/t/s?4b93 A full-text copy of the Amendment No. 1 to the Support Agreement, dated as of December 2, 2009, by and among Builders FirstSource, Inc. and the Holders of the Company's Second Priority Senior Secured Floating Rate Notes due 2012 party thereto is available at no charge at http://ResearchArchives.com/t/s?4b94 A full-text copy of the Amendment No. 1 to the Investment Agreement, dated as of December 2, 2009, by and among Builders FirstSource, Inc., JLL Partners Fund V, L.P. and Warburg Pincus Private Equity IX, L.P. is available at no charge at http://ResearchArchives.com/t/s?4b95 About Builders FirstSource Headquartered in Dallas, Texas, Builders FirstSource, Inc. (NasdaqGS: BLDR) -- http://www.bldr.com/-- is a supplier and manufacturer of structural and related building products for residential new construction. The company operates in 9 states, principally in the southern and eastern United States, and has 55 distribution centers and 51 manufacturing facilities, many of which are located on the same premises as its distribution facilities. At September 30, 2009, the Company's consolidated balance sheet showed $435.3 million in total assets, $398.3 million in total liabilities, and $37.0 million in total stockholders' equity. Builders FirstSource has corporate credit ratings of 'Caa1' from Moody's Investors Service and 'CCC+' from Standard & Poor's. BUILDERS FIRSTSOURCE: Registers 58.5M Shares for Rights Offering ---------------------------------------------------------------- Builders FirstSource, Inc., filed with the Securities and Exchange Commission Amendment No. 1 to Form S-3 Registration Statement under the Securities Act of 1933 relating to the Company's plan to distribute at no charge to holders of its common stock transferable subscription rights to purchase shares of common stock. Stockholders will receive a yet-to-be-determined subscription rights for every share of common stock owned at the close of business on December 14, 2009, subject to adjustments to eliminate fractional rights. The Company is distributing subscription rights exercisable for up to an aggregate of 58,571,428 shares of common stock. Each whole subscription right will entitle holders of common stock the right to purchase one share of common stock at a subscription price of $3.50 per share. Subscribers (other than JLL Partners Fund V, L.P. and Warburg Pincus Private Equity IX, L.P.) who exercise their rights in full may also over-subscribe for additional shares, subject to certain limitations, to the extent additional shares are available. The subscription rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on a certain date yet to be determined in 2010, unless extended. Certain holders of the Company's outstanding Second Priority Senior Secured Floating Rate Notes due 2012 have agreed to exchange, at par, in transactions exempt from registration under the Securities Act of 1933, as amended, their outstanding 2012 notes for (i) up to $145.0 million aggregate principal amount of newly issued Second Priority Senior Secured Floating Rate Notes due 2016, (ii) up to $130.0 million in cash from the proceeds of the rights offering, or (iii) a combination of cash and 2016 notes, and, (iv) to the extent the rights offering is not fully subscribed, shares of common stock. The rights offering and the debt exchange -- together with the investment agreement and support agreements entered into by the Company -- comprise the "recapitalization transactions." Upon completion of the recapitalization transactions, the Company will receive $75.0 million for general corporate purposes and to pay the expenses of the recapitalization transactions, with any remaining proceeds of the rights offering being used to repurchase a portion of the outstanding 2012 notes in the debt exchange. The Company will reduce outstanding indebtedness by $130.0 million through the debt exchange. The Company has entered into an investment agreement with JLL Partners Fund V, L.P., and Warburg Pincus Private Equity IX, L.P., who collectively beneficially own roughly 50% of the Company's common stock before giving effect to the recapitalization transactions. JLL and Warburg Pincus have severally agreed to purchase, at the rights offering subscription price, unsubscribed shares of the Company's common stock such that gross proceeds of the rights offering will be no less than $75.0 million. In addition, each of JLL and Warburg Pincus has agreed (i) to exchange up to $48.909 million aggregate principal amount of 2012 notes indirectly held by it in the debt exchange and (ii) to the extent gross proceeds of the rights offering are less than $205.0 million, to exchange such 2012 notes for shares of the common stock at an exchange price equal to the rights offering subscription price, subject to proration from the participation of other holders of 2012 notes who submit for exchange their 2012 notes for shares of common stock not subscribed for through the exercise of rights in the rights offering. A full-text copy of the Company's prospectus is available at no charge at http://ResearchArchives.com/t/s?4b96 About Builders FirstSource Headquartered in Dallas, Texas, Builders FirstSource, Inc. (NasdaqGS: BLDR) -- http://www.bldr.com/-- is a supplier and manufacturer of structural and related building products for residential new construction. The company operates in 9 states, principally in the southern and eastern United States, and has 55 distribution centers and 51 manufacturing facilities, many of which are located on the same premises as its distribution facilities. At September 30, 2009, the Company's consolidated balance sheet showed $435.3 million in total assets, $398.3 million in total liabilities, and $37.0 million in total stockholders' equity. Builders FirstSource has corporate credit ratings of 'Caa1' from Moody's Investors Service and 'CCC+' from Standard & Poor's. BURLINGTON COAT: Bank Debt Trades at 10% Off in Secondary Market ---------------------------------------------------------------- Participations in a syndicated loan under which Burlington Coat Factory Warehouse Corp. is a borrower traded in the secondary market at 90.35 cents-on-the-dollar during the week ended Friday, Dec. 11, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 1.38 percentage points from the previous week, The Journal relates. The Company pays 225 basis points above LIBOR to borrow under the facility. The bank loan matures on May 28, 2013, and carries Moody's B3 rating and Standard & Poor's CCC+ rating. The debt is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Dec. 11. Burlington Coat Factory Warehouse Corp. operate stores in 44 states and Puerto Rico, which sell apparel, shoes and accessories for men, women and children. A majority of the stores offer a home furnishing and linens department and a juvenile furniture department. As of Sept. 4, 2009, the Company operates 433 stores under the names "Burlington Coat Factory Warehouse" (415 stores), "MJM Designer Shoes" (15 stores), "Cohoes Fashions" (two stores), and "Super Baby Depot" (one store) in 44 states and Puerto Rico. As reported by the Troubled Company Reporter on June 29, 2009, Fitch Ratings affirmed its Issuer Default Rating at 'B-'; US$800 million asset-based revolver rating at 'B+/RR1'; US$900 million term loan rating at 'B/RR3', on Burlington Coat Factory Warehouse Corp. Fitch revised these ratings to reflect the new issue rating definitions as of March 2009 -- US$305 million senior unsecured notes revised to 'CC/RR6' from 'CCC/RR6'; US$99 million senior discount notes revised to 'C/RR6' from 'CCC-/RR6'. CALFRAC HOLDINGS: S&P Assigns 'B+' Rating on US$100 Mil. Notes -------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B+' issue-level rating, with a recovery rating of '4' to Calgary, Alberta-based Calfrac Holdings L.P.'s proposed US$100 million add- on to existing senior unsecured notes due 2015. A '4' recovery rating indicates S&P's expectation of average (30%-50%) recovery in the event of a default. S&P rated the existing senior unsecured debt 'B+' March 19, 2008; therefore, this is not a new rating. At the same time, Standard & Poor's affirmed its 'B+' senior unsecured debt ratings on Calfrac Holdings, and revised the recovery rating on the unsecured debt to '4' from '3'. Standard & Poor's also affirmed its 'B+' corporate credit rating on parent company Calfrac Well Services Ltd. The outlook is negative. "The continued negative outlook reflects S&P's concerns that Calfrac's operating margins and revenues in 2010 could continue to be negatively affected by the depressed North America natural gas market, and that the company's financial risk profile could deteriorate beyond what its rating will support," said Standard & Poor's credit analyst Jamie Koutsoukis. "However, S&P believes Calfrac's capital spending flexibility and expected increased liquidity following the issuance will provide some credit strength through the next fiscal year," Ms. Koutsoukis added. In S&P's opinion, the ratings on Calfrac reflect the company's participation in the cyclical oil and natural gas well-servicing sector; a large exposure to the North American natural gas market; its vulnerability to variable internal cash flow generation and profitability based on the cyclical industry; and its customer concentration risk. S&P believes Calfrac's position servicing unconventional oil and gas development, and its moderate debt and adequate liquidity helps to somewhat offset these weaknesses. Calfrac is an oilfield services provider to exploration and production (E&P) companies in western Canada, the Rocky Mountain region, Arkansas, Mexico, Argentina, and Russia. It provides fracturing and well-stimulation services, which increase the production of hydrocarbons from wells. The company also provides hydraulic fracturing to produce natural gas found in coal, also known as coal bed methane fracturing. Calfrac offers stimulation, coiled tubing, acidizing, nitrogen, and cementing services. Based on horsepower, it is the largest hydraulic fracturing company in Canada and one of the largest in North America with a fleet of more than 450,000 total horsepower. The negative outlook reflects S&P's expectation that Calfrac's credit measures will remain weak for the rating given the current weakness in the North America natural gas market and S&P's concerns regarding the company's ability to generate expected revenue and operating margins to support its debt at the 'B+' rating. A negative rating action could occur if the company's financial risk profile were to continue to weaken through 2010, and if total debt-to-EBITDA were to reach more than 3.0x for a sustained period. Conversely, an outlook revision to stable would depend on Calfrac demonstrating its ability to preserve its spending flexibility through the current weak market conditions, largely funding its capital program and debt obligations through internally generated cash flow and realizing increased EBITDA and cash from operations to support the increased debt on its balance sheet. CALFRAC WELL: Moody's Affirms Corporate Family Rating at 'B1' ------------------------------------------------------------- Moody's Investors Service affirmed Calfrac Well Services Ltd.'s B1 Corporate Family Rating, affirmed the B2 rating on Calfrac Holdings LP's $125 million of existing notes, and assigned a B2 senior unsecured rating to Holding's proposed $100 million offering of additional notes. Holdings is an indirect wholly- owned subsidiary of Calfrac and its notes are guaranteed by Calfrac on a senior unsecured basis. Moody's also affirmed Calfrac's SGL-3 Speculative Grade Liquidity, reflecting adequate liquidity. The rating outlook is stable. The notes are being offered as additional notes under the indenture to which the existing notes were issued and will have the same terms and conditions and pari passu ranking as those notes. The proceeds of the notes offering will be used to reduce borrowings under Calfrac's revolving credit facilities. Calfrac's B1 CFR considers the company's relatively small size, niche focus on fracturing services and resultant exposure to cyclical natural gas drilling activities, concentrated customer base, and the risks tied to its expanding business outside of Canada and the U.S. The rating favorably considers the company's capable and mobile equipment fleet, technical expertise and strong customer relationships that have enabled Calfrac to continue to realize high fleet utilization rates in a difficult market, albeit at lower rates than experienced in recent years. The ratings are further supported by the company's experienced management team and board chairmanship that includes three of Calfrac's founders who own approximately 30% of the company's shares. The rating also considers Calfrac's recently acquisitive nature and the possibility of incremental acquisitions in the current favorable market. The SGL-3 Speculative Grade Liquidity rating reflects adequate liquidity. Calfrac has $170 million of revolving credit facilities, $135 million of which is committed for a term of one year (from September 29, 2009) with a two-year term out. The balance, $35 million, is available for a term of only six months. Calfrac has received a commitment, which when exercised will increase the $135 million revolver to $175 million. This expected to occur by the end of 2009, at which time the six month facility will be terminated. Approximately $117 million of the revolver was drawn as of December 3, 2009, which amount will be reduced by the proceeds of the notes offering. In combination with cash from operations the available revolver should provide sufficient liquidity over the next 12 to 15 months to meet cash requirements. During this period, Calfrac should also have ample room under its financial covenants. Alternative liquidity is limited given that all assets are pledged to the revolver lenders. Assignments: Issuer: Calfrac Holdings, LP -- Senior Unsecured Regular Bond/Debenture, Assigned B2, LGD4, 69% Moody's last rating action for Calfrac was on was November 24, 2009 when its CFR was lowered to B1 from Ba3 and its senior unsecured rating was lowered to B2 from B1. Calfrac Well Services Ltd., headquartered in Calgary, Alberta, Canada, is a provider of pressure pumping services to E&P companies in Western Canada, the United States, Russia and Latin America. CAPMARK FIN'L: Anson Restaurant Settles for $2 Million ------------------------------------------------------ Anson Restaurant Group, Inc., offered to pay in full the current balance due under all Promissory Notes due to Debtor Capmark Financial Group, Inc. William C. Capel, Jr., Corporation secretary, tells the Court that these loans are secured in part by real estate and in part by security interests in equipment and fixtures located upon the premises of Wendy's Old Fashioned Hamburger Restaurants owned and operated by Anson Restaurant Group, Inc., in Rockingham, North Carolina and in the State of Alabama in the cities of Boaz, Albertville, Fort Payne, Guntersville, Greenville, Prattville, Selma and Sylacauga. Mr. Capel informs the Court that the approximate balances as of November 2009 and exclusive of any prepayment penalties are: Rockingham $805,329 Boaz 229,329 Albertville 381,329 Ft Payne 489,569 Guntersville 129,054 Greenville 79,353 Prattville 62,498 Selma 108,924 Sylacauga 39,285 According to Mr. Capel, the Offer Settlement includes payoff of the principal balances due under the notes without any prepayment or acceleration penalty since the satisfaction of the debt is for the convenience of the Debtor in Bankruptcy, Capmark Financial Group, Inc. He adds that since certain of the original Promissory Notes are secured only by security interests in restaurant equipment and fixtures which are notoriously subject to functional depreciation, payoff of the current balances would provide greater security to the creditors of the Bankrupt Estate. About Capmark Financial Based in Horsham, Pennsylvania, Capmark Financial Group Inc. -- http://www.capmark.com/-- is a diversified company that provides a broad range of financial services to investors in commercial real estate-related assets. Capmark has three core businesses: lending and mortgage banking, investments and funds management, and servicing. Capmark operates in North America, Europe and Asia. Capmark has 1,000 employees located in 37 offices worldwide. On October 25, 2009, Capmark Financial Group Inc. and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 (Bankr. D. Del. Case No. 09-13684) Capmark's financial advisors are Lazard Fr? res & Co. LLC and Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey & LeBoeuf LLP. Richards, Layton & Finger, P.A. serves as local counsel. Beekman Advisors, Inc., is serving as strategic advisor. KPMG LLP is tax and accounting advisor. Epiq Bankruptcy Solutions, LLC is the claims and notice agent. Capmark has total assets of US$20 billion against total debts of US$21 billion as of June 30, 2009. Bankruptcy Creditors' Service, Inc., publishes Capmark Financial Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Capmark Financial Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) CAPMARK FIN'L: May Sell Military Housing Biz to Jefferies --------------------------------------------------------- Daily Bankruptcy Review reports Capmark Financial Group Inc. won court approval to sell its military housing business unit to Jefferies Mortgage Finance Inc. for $9 million. Based in Horsham, Pennsylvania, Capmark Financial Group Inc. -- http://www.capmark.com/-- is a diversified company that provides a broad range of financial services to investors in commercial real estate-related assets. Capmark has three core businesses: lending and mortgage banking, investments and funds management, and servicing. Capmark operates in North America, Europe and Asia. Capmark has 1,000 employees located in 37 offices worldwide. On October 25, 2009, Capmark Financial Group Inc. and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 (Bankr. D. Del. Case No. 09-13684) Capmark's financial advisors are Lazard Freres & Co. LLC and Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey & LeBoeuf LLP. Richards, Layton & Finger, P.A. serves as local counsel. Beekman Advisors, Inc., is serving as strategic advisor. KPMG LLP is tax and accounting advisor. Epiq Bankruptcy Solutions, LLC is the claims and notice agent. Capmark has total assets of US$20 billion against total debts of US$21 billion as of June 30, 2009. Bankruptcy Creditors' Service, Inc., publishes Capmark Financial Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Capmark Financial Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) CAPMARK FIN'L: Premier Auction Rescheduled to December 17 --------------------------------------------------------- Bankruptcy Judge Christopher Sontchi has determined that he will approve the sale of all of the issued and outstanding shares that Capmark Finance Inc., holds in Premier Asset Management Company only after an auction and the implementation of the bidding procedures. Capmark Financial sought the Court's authority to sell, in a private sale, all of the issued and outstanding shares that Capmark Finance Inc., holds in Premier Asset Management Company to Sandringham Investment Inc. The Debtors agreed to conduct an auction if the Court declines to approve the private sale. Under the Court-approved bidding procedures, initial bids were due December 7, and an auction will be held December 14. Capital Servicing Co., Ltd., a Japanese kabushiki kaisha and its affiliates ask the Court to extend the bid deadline of December 7, 2009, to December 24, 2009. Capital Servicing asserts that despite a requirement in the Bidding Procedures Order that the Debtors publicize a Notice of Auction and Sale of Shares in The Wall Street Journal (National Edition), the Debtors did not so publicize the Auction and sale of the Shares in Asia, including in The Wall Street Journal (Asian Edition). According to Capital Servicing, it only became aware of the Auction on November 25, 2009. Given the relatively short additional period requested by Capital Services to secure the necessary credit bona fides and otherwise complete its preparation and submission of "Qualifying Bid," and in light of the goal of maximizing the value of the Shares for the benefit of the creditors, Capital Servicing asks the Court to grant its request. Debtors Agree With Capital Servicing The Debtors and Capital Services have agreed that the Bid Deadline for the Shares will be extended from December 7, 2009, to December 15, 2009. The parties further agree to reschedule the auction to December 17, 2009. The Sale Hearing will remain scheduled for December 18, 2009, and the deadline for filing and servicing an objection will remain scheduled for December 15, 2009. Subsequently, the Court approved the parties' agreement. Debtors File Proposed Supplemental Order The Debtors submitted with the Court a form of supplemental order with respect to the Bidding Procedures Order which extends their time to complete service on the one (1) party who qualified as a ". . . party who, in the past 12 months, expressed in writing to the Debtors an interest in acquiring the Shares, and who the Debtors and their representatives reasonably and in good faith determine potentially have the desire and financial wherewithal to effectuate the Sale" to four, rather than three business days after the Bidding Procedures Order. About Capmark Financial Based in Horsham, Pennsylvania, Capmark Financial Group Inc. -- http://www.capmark.com/-- is a diversified company that provides a broad range of financial services to investors in commercial real estate-related assets. Capmark has three core businesses: lending and mortgage banking, investments and funds management, and servicing. Capmark operates in North America, Europe and Asia. Capmark has 1,000 employees located in 37 offices worldwide. On October 25, 2009, Capmark Financial Group Inc. and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 (Bankr. D. Del. Case No. 09-13684) Capmark's financial advisors are Lazard Fr? res & Co. LLC and Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey & LeBoeuf LLP. Richards, Layton & Finger, P.A. serves as local counsel. Beekman Advisors, Inc., is serving as strategic advisor. KPMG LLP is tax and accounting advisor. Epiq Bankruptcy Solutions, LLC is the claims and notice agent. Capmark has total assets of US$20 billion against total debts of US$21 billion as of June 30, 2009. Bankruptcy Creditors' Service, Inc., publishes Capmark Financial Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Capmark Financial Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) CAPMARK FIN'L: Sec. 341 Meeting Adjourned Sine Die -------------------------------------------------- The Office of the U.S. Trustee for the District of Delaware notifies parties-in-interest that the Section 341 meeting of creditors of Capmark Financial Group Inc., and its debtor affiliates has been adjourned to a date to be determined after the Debtors have filed their schedules of assets and liabilities and statement of financial affairs. The Debtors' deadline to file their Schedules and Statements is on December 24, 2009. About Capmark Financial Based in Horsham, Pennsylvania, Capmark Financial Group Inc. -- http://www.capmark.com/-- is a diversified company that provides a broad range of financial services to investors in commercial real estate-related assets. Capmark has three core businesses: lending and mortgage banking, investments and funds management, and servicing. Capmark operates in North America, Europe and Asia. Capmark has 1,000 employees located in 37 offices worldwide. On October 25, 2009, Capmark Financial Group Inc. and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 (Bankr. D. Del. Case No. 09-13684) Capmark's financial advisors are Lazard Fr? res & Co. LLC and Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey & LeBoeuf LLP. Richards, Layton & Finger, P.A. serves as local counsel. Beekman Advisors, Inc., is serving as strategic advisor. KPMG LLP is tax and accounting advisor. Epiq Bankruptcy Solutions, LLC is the claims and notice agent. Capmark has total assets of US$20 billion against total debts of US$21 billion as of June 30, 2009. Bankruptcy Creditors' Service, Inc., publishes Capmark Financial Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Capmark Financial Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) CARL TURNER: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Carl Turner 83 Homestead Street Roxbury, MA 02119 Bankruptcy Case No.: 09-21994 Chapter 11 Petition Date: December 11, 2009 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Frank J. Bailey Debtor's Counsel: Michael Van Dam, Esq. Van Dam & Traini, LLP 60 William Street, Suite 300 Wellesley, MA 02481 Tel: (617) 969-2900 Fax: (617) 964-4631 Email: mvandam@trainilaw.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 Mr. Turner. CEDAR FAIR: Bank Debt Trades at 5% Off in Secondary Market ---------------------------------------------------------- Participations in a syndicated loan under which Cedar Fair LP is a borrower traded in the secondary market at 95.08 cents-on-the- dollar during the week ended Friday, Dec. 11, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 1.67 percentage points from the previous week, The Journal relates. The Company pays 400 basis points above LIBOR to borrow under the facility. The bank loan matures on Aug. 30, 2012, and carries Moody's Ba3 rating and Standard & Poor's BB- rating. The debt is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Dec. 11. Headquartered in Sandusky, Ohio, Cedar Fair LP (NYSE: FUN) -- http://www.cedarfair.com/-- is a publicly traded partnership and one of the largest regional amusement-resort operators in the world. The Partnership owns and operates 12 amusement parks, five outdoor water parks, one indoor water park and six hotels. Cedar Fair is the second-largest regional theme park company in the U.S. in terms of attendance. Cedar Fair carries a 'B+' corporate credit rating from Standard & Poor's Ratings Services. CENTRAL KANSAS: Court Establishes March 19 as Claims Bar Date ------------------------------------------------------------- The Hon. Robert E. Nugent of the U.S. Bankruptcy Court for the District of Kansas has established March 19, 2010, as the deadline for individuals and entities to file proofs of claim against Central Kansas Crude, LLC. Proofs of claim must be filed with the clerk of the U.S. Bankruptcy Court for the District of Kansas at 401 North Market, Wichita, Kansas. Pratt, Kansas-based Central Kansas Crude LLC filed for Chapter 11 bankruptcy protection on November 17, 2009 (Bankr. D. Kan. Case No. 09-13798). Edward J. Nazar, Esq., who has an office in Wichita, Kansas, assists the Company in its restructuring effort. According to the schedules, the Company has assets of $13,515,357, and total debts of $25,418,311. CENTURY ALUMINUM: Secures Consents for 7.5% Senior Notes Due 2014 ----------------------------------------------------------------- Century Aluminum Company disclosed that, in connection with the exchange offer and consent solicitation related to its 7.5% Senior Notes due 2014, CUSIP No. 156431AH1, the Company issued $245,475,800 aggregate principal amount of 8% Senior Secured Notes due 2014 in exchange for $243,052,000 aggregate principal amount of 2014 Notes and delivery of related consents; approximately $2.4 million of the Exchange Notes were issued and approximately $2.4 million in cash was paid for such consents. After giving effect to the exchange offer, $6,948,000 aggregate principal amount of 2014 Notes remain outstanding. The Company received consents from holders of the required principal amount of the 2014 Notes to eliminate most restrictive covenants and modify certain events of default in the indenture governing the 2014 Notes. Century Aluminum Company owns primary aluminum capacity in the United States and Iceland. Century's corporate offices are located in Monterey, California. CHAMPION ENT: Columbia Wanger Ceases to Own at Least 5% of Stock ---------------------------------------------------------------- Columbia Wanger Asset Management, L.P. has filed amendment no. 2 to its Schedule 13G (CUSIP NO. 158496109) to report that as of December 8, 2009, it has ceased to be the beneficial owner of more than 5% of the common shares of the Company. A full-text copy of Columbia Wanger's amendment no. 2 to its Schedule 13G is available for free at: http://researcharchives.com/t/s?4b9c Troy, Michigan-based Champion Enterprises, Inc., and its subsidiaries are international manufacturers of factory-built homes and steel-framed modular buildings, with operations in the United States, Canada and the United Kingdom. Buildings constructed by Champion and its subsidiaries consist of both single and multi-module units designed for either commercial or residential purposes. Champion products range from single-module HUD-Code homes to sophisticated commercial structures such as hotels. The Company filed for Chapter 11 bankruptcy protection on November 15, 2009 (Bankr. D. Del. Case No. 09-14019). The Company's affiliates also filed separate bankruptcy petitions. James E. O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq., Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, assist Champion in its restructuring effort. The Company listed $576,527,000 in assets and $521,337,000 in liabilities as of October 3, 2009. CHRYSLER LLC: Restores Discount Lease Program for Retirees ---------------------------------------------------------- Greg Gardner at the Detroit Free Press reports Chrysler Group LLC is restoring a discount lease program for about 26,000 salaried retirees and surviving spouses that was discontinued in February for employees and retirees. The program for current employees reopened in October, but those leases are for 24 months. Now, according to Free Press, white- collar retirees will be able to lease two 2010 model Chrysler, Jeep, Dodge or Ram vehicles for 36 months between Dec. 9 and June 30, 2010. GMAC, which is Chrysler's largest wholesale and retail finance company, will offer the leases, Free Press says. Free Press notes employee and retiree discounts historically have been a big selling factor in southeastern Michigan, where there is a high concentration of both. As industry sales weakened, automakers expanded the discounts to non-employees, but lost money when the vehicles came to the end of their leases worth less than the residual, or resale, value automakers used to establish the monthly payments. Free Press recalls that to conserve cash, Chrysler stopped leasing to the public in August 2008, then halted the employee and retiree deals in February as it conserved cash any way it could before filing for Chapter 11 bankruptcy protection on April 30. About Chrysler Group LLC Headquartered in Auburn Hills, Michigan, Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep, Ram, Dodge, Mopar and Global Electric Motorcars (GEM) brand vehicles and products. Chrysler LLC and 24 affiliates on April 30 sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of December 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat has a 20 percent equity interest in Chrysler Group. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CICCONE FOOD PRODUCTS: Case Summary & 20 Largest Unsec. Creditors ----------------------------------------------------------------- Debtor: Ciccone Food Products, Inc. 40 West Fullerton Addison, IL 60101 Bankruptcy Case No.: 09-46644 Chapter 11 Petition Date: December 10, 2009 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: A. Benjamin Goldgar Debtor's Counsel: Beverly A. Berneman, Esq. Querrey & Harrow, Ltd. 175 West Jackson Boulevard, Suite 1600 Chicago, IL 60604 Tel: (312) 540-7000 Fax: (312) 540-0578 Email: bberneman@querrey.com Robert R Benjamin, Esq. Querrey & Harrow, Ltd. 175 West Jackson Boulevard, Suite 1600 Chicago, IL 60604 Tel: (312) 540-7000 Fax: (312) 540-0578 Email: rbenjamin@querrey.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 $1,469,277 and total debts of $8,675,257. A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ilnb09-46644.pdf The petition was signed by Sal Ciccone. CIT GROUP: Files Form 15 to Cancel Registration of Securities ------------------------------------------------------------- CIT Group Inc. filed a Form 15 with the Securities and Exchange Commission to cancel the registration of these securities: -- Common Stock, par value $0.01 per share; -- 6.350% Non-Cumulative Preferred Stock, Series A; -- Non-Cumulative Preferred Stock, Series B; -- 8.75% Non-Cumulative Perpetual Convertible Preferred Stock, Series C; and -- Equity Units CIT Group on Thursday confirmed it has emerged from bankruptcy having satisfied all of the conditions required to consummate the prepackaged Plan of Reorganization. The distribution of CIT's new debt and equity securities has taken place in accordance with the Company's confirmed Plan and the new common stock has commenced trading on the New York Stock Exchange under the symbol "CIT." CIT Group (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 included in the filings. On December 8, the Court confirmed the Debtors' prepackaged plan. 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: Registers Shares of New Common Stock With SEC -------------------------------------------------------- In a registration statement on FORM 8-A12B filed with the U.S. Securities and Exchange Commission on December 10, 2009, CIT Group Inc., registered under Section 12(b) of the Securities Exchange Act of 1934, common stock, par value $.01 per share of the Company being issued pursuant to the Modified Second Amended Prepackaged Plan of Reorganization the Prepackaged Plan confirmed by the United States Bankruptcy Court for the Southern District of New York on December 8. As related in the Company's Third Amended and Restated Certificate of Incorporation and Amended and Restated By-laws, the Common Stock replaces the Company's prior common stock which was registered under Section 12(b) of the Act. Pursuant to the Certificate, CIT's authorized capital stock consists of (i) 600,000,000 shares of Common Stock, and (ii) 100,000,000 shares of preferred stock, par value $0.01 per share, Joseph M. Leone, vice chairman and chief financial officer at CIT, specified. Each share of Common Stock entitles the holder to one vote on all matters, including the election of directors, and, except as otherwise required by law or provided in any resolution adopted by CIT's Board of Directors with respect to any series of preferred stock, the holders of the shares of Common Stock will possess all voting power, Mr. Leone said. The Certificate does not provide for cumulative voting in the election of directors. Generally, all matters to be voted on by the stockholders must be approved by a majority, or, in the case of the election of directors, by a plurality, of the votes cast, subject to state law and any voting rights granted to any of the holders of preferred stock. Notwithstanding these provisions, approval of the three matters requires the vote of holders of 66 2/3% of our outstanding capital stock entitled to vote in the election of directors: (1) amending, repealing or adopting of by-laws by the stockholders; (2) removing directors (which is permitted for cause only); and (3) amending, repealing or adopting any provision that is inconsistent with certain provisions of our certificate of incorporation. The Holders of Common Stock do not have any preemptive rights. There are no subscription, redemption, conversion or sinking fund provisions with respect to the Common Stock, according to Mr. Leone. Subject to any preferential rights of any outstanding series of preferred stock that our board of directors may create, from time to time, the Holders of Common Stock will be entitled to dividends as may be declared from time to time by the board of directors from funds available. Upon liquidation of the Company, subject to the rights of holders of any preferred stock outstanding, the holders of Common Stock will be entitled to receive our assets remaining after payment of liabilities proportionate to their pro rata ownership of the outstanding shares of Common Stock. In order to protect certain tax attributes of the Company following emergence from bankruptcy, the Certificate imposes certain restrictions on the transfer of the Common Stock. During the Restriction Period, unless approved by the Board, any attempted transfer of Common Stock will be prohibited and void ab initio to the extent that, as a result of the Transfer, either -- any person or group of persons will become "five-percent Shareholder" of the Company, as defined in Section 1.382- 2T(g) of the U.S. Treasury Regulation; or -- the ownership interest in the Company of any five-percent shareholder will be increased. Nothing in the Tax Attribute Preservation Provision will prevent a person from transferring Common Stock to a new or existing "public group" of the Company. The period during which the transfer restrictions apply will commence on December 8, 2009, or on the date of confirmation of the Prepackaged Plan. The Restriction Period will generally remain in effect until the earlier of: * 45 days after the second anniversary of the date of the Confirmation; and * the date that the Board determines that (i) the consummation of the Prepackaged Plan did not satisfy the requirements of Section 382(1)(5) of the Internal Revenue Code, (ii) an ownership change, as defined under the Internal Revenue Code, would not result in a substantial limitation on the ability of the Company to use otherwise available tax attributes, or (iii) no significant value attributable to the tax benefits would be preserved by continuing the Transfer Restrictions. A full-text copy of CIT's disclosure is available with the SEC at: http://ResearchArchives.com/t/s?4b8e * * * According to Bloomberg News, CIT's stock advanced $1.99 or 7.4 percent, to $28.99 at 4.15 p.m. as of December 10, 2009, in NYSE composite trading. The price, however, is not directly comparable with CIT's old common stock, which was wiped out after the November 1, 2009 Petition Date, the report noted. 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 included 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. CIT Group Inc. and CIT Group Funding Company of Delaware LLC successfully emerged from Chapter 11 bankruptcy protection on December 10, 2009, after officially completing and concluding their Chapter 11 restructuring outlined in the Modified Second Amended Prepackaged Chapter 11 Joint Plan of Reorganization. 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 215/945-700 CIT GROUP: S&P Withdraws 'D' Rating on Expected Bankruptcy Exit --------------------------------------------------------------- Standard & Poor's Ratings Services said that it withdrew its 'D' rating on CIT Group Inc. and its rated subsidiaries. "The rating action anticipates CIT's expected exit from bankruptcy protection," said Standard & Poor's credit analyst Rian M. Pressman, CFA. S&P plans on issuing a rating on CIT and its outstanding debt as soon as S&P has sufficient information to appraise the company's future, business strategy, funding platform, credit quality, earnings capacity, capitalization, and other relevant ratings factors. CITADEL BROADCASTING: Preparing to File for Bankruptcy by Yearend ----------------------------------------------------------------- People familiar with the matter told The Wall Street Journal's Mike Spector and Sarah McBride that Citadel Broadcasting Corp. is preparing to file for bankruptcy by the end of the year. Sources told the Journal that under the deal presented to lenders last week, Citadel would file a "prearranged" Chapter 11 bankruptcy plan. Lenders owed $2 billion would swap a substantial amount of that debt for around 99.5% of the equity in a reorganized company, the Journal's sources said. According to the Journal, the restructuring would give the group of some 90 lenders control of Citadel. Shareholders would be wiped out. The Journal says some debt holders, including hedge funds registered offshore, will receive special warrants in lieu of new stock as part of the restructuring. That's designed to avoid running afoul of regulatory rules that limit concentrated ownership of media companies. The report says the restructuring would cut Citadel's debt load to about $760 million. The lenders have until Tuesday to sign the deal. Sources told the Journal a group of lenders holding about 40% of the debt -- including J.P. Morgan Chase & Co. and General Electric Co.'s GE Capital -- have indicated they support the reorganization. The Journal notes Citadel still needs the support of holders of two-thirds of its debt outstanding, as well as a majority of individual debt holders, to receive final approval of the plan in bankruptcy court. A person familiar with the situation, according to the Journal, cautioned that Citadel could delay its bankruptcy filing depending on the amount of creditor support it receives in coming days. Citadel Chief Executive Farid Suleman is likely to remain at the helm after the bankruptcy, people familiar with the situation told the Journal. The Journal notes Citadel landed in trouble after loading up on debt to fund its acquisition of Walt Disney Co.'s ABC Radio stations in 2006. At the time, radio was a $20 billion-a-year industry. The ABC stations, chiefly in large cities compared to the medium-sized markets in which Citadel specialized, offered the company a chance to vault onto a much bigger playing field. But 2006 turned out to be the peak, the Journal relates, leaving Citadel saddled with debt in a business that began shrinking rapidly. Citadel also lost two radio personalities: Paul Harvey died earlier this year and Sean Hannity, the conservative talk- show host viewed as second only to Rush Limbaugh, defected last year to rival Premiere Radio Networks, part of Clear Channel. Citadel May Default in Jan. 2010 Citadel said in a regulatory filing in November it was in compliance with its covenants under its Senior Credit and Term Facility as of September 30, 2009, and the Company expects to be in compliance through 2009. However, a Fourth Amendment to the Credit facility, entered into in March 2009, added additional covenants for 2010, which the Company does not expect to meet. The Fourth Amendment provides that the Company must have at least $150 million of available cash as of January 15, 2010, and the remaining convertible subordinated notes must be amended by January 15, 2010, to provide for a maturity date on or after September 30, 2014, among other things. Additionally, as of the quarter ended March 31, 2010, the Company would be required to comply with the financial leverage covenant required prior to the Fourth Amendment under section 13.1 of the Senior Credit and Term Facility at a rate of 7.75 to 1.0, reducing to 7.25 to 1.0 on June 30, 2010, and further reducing to 6.75 to 1.0 on December 31, 2010. The Fourth Amendment also requires that if the Company's cash exceeds $30,000,000 at any time, then the Company is required to promptly put the amount in excess of $30,000,000 into a cash collateral account for the benefit of the Company's lenders. The Company will not have access to the cash collateral account to operate its business, fulfill its obligations, or to otherwise meet its liquidity needs without the consent of the lenders. As of September 30, 2009, approximately $4.0 million of Excess Cash is included in prepaid expenses and other current assets on the Company's consolidated condensed balance sheet. Based on the current economic conditions and capital markets, the Company does not expect to be able to meet its covenants under the Senior Credit and Term Facility as of January 15, 2010. If the Company fails to do so, the Company will be in default under its Senior Credit and Term Facility and under the terms of its convertible subordinated notes. The Journal says Citadel has tapped law firm Kirkland & Ellis LLP and investment bank Lazard Ltd. for restructuring advice. Citadel had said should it default, its indebtedness may be accelerated, it would not be able to satisfy obligations under the Credit Facility, and the Company would likely need to seek relief through a Chapter 11 filing under the U.S. Bankruptcy Code. The Company had $52.4 million of debt issuance costs related to the Senior Credit and Term Facility, including approximately $0.3 million, $10.5 million and $11.5 million incurred in connection with the amendments on March 13, 2008, November 25, 2008, and March 26, 2009. The Company also incurred approximately $0.6 million in costs paid to third parties in connection with the Fourth Amendment, and these amounts were expensed primarily during the first quarter of 2009. The Company wrote off $200,000 in debt issuance costs in connection with the modification of the Senior Credit and Term Facility under the Fourth Amendment. The Company wrote off approximately $1.1 million and $3.1 million of debt issuance costs relating to the prepayments during the three and nine months ended September 30, 2008, respectively. Pursuant to the terms of the Senior Credit and Term Facility and the resulting classification as a current liability beginning with the quarter ended March 31, 2009, the remaining amount of debt issuance costs are being amortized over the 9.5 month period through January 15, 2010. During the quarters ended September 30, 2009 and 2008, the amortization of these debt issuance costs was $13.6 million and $1.2 million, respectively, and for the nine months ended September 30, 2009 and 2008, the amortization was $29.3 million and $3.9 million, respectively. As of September 30, 2009, $15.8 million of debt issuance costs are unamortized. At September 30, 2009, the Company had $1.40 billion in total assets against $2.47 billion in total liabilities, resulting in $1.07 billion in stockholders' deficit. The September 30 balance sheet showed strained liquidity: the Company had $203.6 million in total current assets, including $26.3 million in cash and cash equivalents, against $2.23 billion in total current liabilities. About Citadel Broadcasting With a national footprint reaching more than 50 of the nation's leading markets, Las Vegas, Nevada-based Citadel Broadcasting -- http://www.citadelbroadcasting.com/-- is comprised of 165 FM stations and 58 AM stations. In addition to its portfolio of local stations across the country, Citadel Broadcasting also owns and operates Citadel Media (formerly ABC Radio Networks), which creates and distributes programming to more than 4,400 affiliates. The Wall Street Journal says Citadel is the third-largest radio broadcaster in the U.S. CITADEL BROADCASTING: Wells Fargo Discloses 1.46% Equity Stake -------------------------------------------------------------- Wells Fargo and Company discloses it beneficially owns 3,888,619 shares or roughly 1.46% of the common stock of Citadel Broadcasting Corp. as of November 30, 2009. With a national footprint reaching more than 50 of the nation's leading markets, Las Vegas, Nevada-based Citadel Broadcasting -- http://www.citadelbroadcasting.com/-- is comprised of 165 FM stations and 58 AM stations. In addition to its portfolio of local stations across the country, Citadel Broadcasting also owns and operates Citadel Media (formerly ABC Radio Networks), which creates and distributes programming to more than 4,400 affiliates. The Wall Street Journal says Citadel is the third-largest radio broadcaster in the U.S. CITADEL BROADCASTING: Bank Debt Trades at 29.15% Off ---------------------------------------------------- Participations in a syndicated loan under which Citadel Broadcasting Corporation is a borrower traded in the secondary market at 70.85 cents-on-the-dollar during the week ended Friday, Dec. 11, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 2.35 percentage points from the previous week, The Journal relates. The Company pays 175 basis points above LIBOR to borrow under the facility. The bank loan matures on June 1, 2014, and carries Moody's Caa3 rating and Standard & Poor's CCC- rating. The debt is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Dec. 11. Citadel Broadcasting Corporation (OTCBB:CTDB) is the third largest radio group in the United States, with a national footprint reaching more than 50 markets. Citadel is comprised of 165 FM stations and 58 AM stations in the nation's leading markets, in addition to the ABC Radio Network business, which is one of the three largest radio networks in the United States. See: http://www.cidatelbroadcasting.com/ Citadel had assets of $1.412 billion against debts of $2.469 billion as of June 30, 2009. As reported in the Troubled Company Reporter on Sept. 3, 2009, Citadel Broadcasting Corp. is negotiating with senior debtholders about "what the next step should be" after it skipped a $2 million interest payment on its subordinated debt due Aug. 15, Sarah McBride at The Wall Street Journal reports, citing Company CEO Farid Suleman. "All options are on the table," including prepackage bankruptcy, debt restructuring, and another amendment to the company's credit agreement, The Journal says, citing Mr. Suleman, who admitted that Citadel might not be able to meet conditions that kick in next January. As reported by the TCR on June 29, 2009, Moody's Investors Service downgraded Citadel Broadcasting Corporation's Corporate Family Rating to Caa3 from Caa2 and Probability of Default Rating of Ca from Caa3. In addition, Moody's downgraded Citadel's senior secured credit facility to Caa3 from Caa2. The rating outlook is stable. The TCR on Jun 03, 2009, stated that Standard & Poor's assigned its unsolicited 'CCC' corporate credit rating to Citadel Broadcasting Corp. The rating outlook is negative. At the same time, S&P assigned the company's $2.34 billion senior secured credit facilities an unsolicited issue-level rating of 'CCC' (at the same level as the 'CCC' corporate credit rating). S&P also assigned the facilities a recovery rating of '4', indicating S&P's expectation of average (30% to 50%) recovery for lenders in the event of a payment default. S&P believes that Citadel may be unable to comply with new covenants added to its credit agreement following the completion of its fourth amendment, specifically the requirement to have at least $150 million of available cash as of Jan. 15, 2010. Cash balances were $25.4 million as of March 31, 2009. CITIGROUP INC: Terra Firma to File Suit Over EMI Acquisition ------------------------------------------------------------ The Financial Times reports that Terra Firma, Guy Hands' private equity group, will formally serve his multibillion pound lawsuit on Citigroup in London today, Dec. 14. According to the FT, Mr. Hands claimed that the bank both advised EMI and financed his GBP4 billion acquisition of the UK music company fraudulently misrepresented the facts of the auction. Terra Firma, the FT says, is seeking unspecified punitive damages on top of the GBP1.5 billion-plus writedown Mr. Hands has taken on his investment. The FT relates Citigroup said on Friday it would defend itself vigorously against a case, which it said was without merit. At its core are two claims: that Citigroup encouraged Mr. Hands to make a 265p per share binding bid by a May 21, 2007 deadline, even though other bidders had allegedly dropped out; and that a Citigroup analyst report on Warner Music at the time was an attempt to force the indebted EMI into its bank's hands, the FT discloses. The FT recalls collapse in credit markets in August 2007 left Citigroup unable to syndicate the GBP2.6 billion debt it had provided, leaving its fate and that of Mr. Hands' GBP1.7 billion equity locked together. Citigroup's flexibility is limited as Terra Firma has to approve any buyer to which the bank tries to offload debt, the FT says. In the past month, Mr. Hands has offered to inject GBP1 billion of equity if Citigroup would write off a similar sum of debt, the FT recounts. To date, the bank has refused, the FT states. By suing, Mr. Hands may hope for a settlement by which his bankers would agree to more favorable terms to preserve more of his investors' equity, the FT notes. EMI -- http://www.emigroup.com/-- is the fourth largest record company in terms of market share (behind Universal Music Group, Sony Music Entertainment, and Warner Music Group). It houses recorded music segment EMI Music and EMI Music Publishing. EMI Music distributes CDs, videos, and other formats primarily through imprints and divisions such as Capitol Records and Virgin, and sports a roster of artists such as The Beastie Boys, Norah Jones, and Lenny Kravitz. EMI Music Publishing, the world's largest music publisher, handles the rights to more than a million songs. EMI Music operates through regional divisions (EMI Music North America, International, and UK & Ireland). Private equity firm Terra Firma owns EMI. About Citigroup Inc. Based in New York, Citigroup Inc. (NYSE: C) -- is a global diversified financial services holding company whose businesses provide a broad range of financial services to consumer and corporate customers. Citigroup has roughly 200 million customer accounts and does business in more than 140 countries. Citigroup's businesses are aligned in three reporting segments: (i) Citicorp, which consists of Regional Consumer Banking (in North America, EMEA, Asia, and Latin America) and the Institutional Clients Group (Securities and Banking, including the Private Bank, and Transaction Services); (ii) Citi Holdings, which consists of Brokerage and Asset Management, Local Consumer Lending, and a Special Asset Pool; and (iii) Corporate/Other. As reported in the Troubled Company Reporter on November 25, 2008, the U.S. government entered into an agreement with Citigroup to provide a package of guarantees, liquidity access, and capital. The U.S. Treasury and the Federal Deposit Insurance Corporation agreed to provide protection against the possibility of unusually large losses on an asset pool of roughly $306 billion of loans and securities backed by residential and commercial real estate and other such assets, which will remain on Citigroup's balance sheet. As a fee for this arrangement, Citigroup issued preferred shares to the Treasury and FDIC. The Federal Reserve agreed to backstop residual risk in the asset pool through a non-recourse loan. Citigroup, the third-biggest U.S. bank, received $45 billion in bailout aid. Other bailed-out banks, including Bank of America Corp., Wells Fargo & Co., have pledged to repay TARP money. JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley, repaid TARP funds in June. Citigroup is selling assets to repay the bailout funds. Citigroup is one of the banks that, according to results of the government's stress test, need more capital. CLAIRE'S STORES: Bank Debt Trades at 20.46% Off ----------------------------------------------- Participations in a syndicated loan under which Claire's Stores, Inc., is a borrower traded in the secondary market at 79.54 cents- on-the-dollar during the week ended Friday, Dec. 11, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 1.44 percentage points from the previous week, The Journal relates. The Company pays 275 basis points above LIBOR to borrow under the facility. The bank loan matures on May 29, 2014, and carries Moody's Caa2 rating and Standard & Poor's B- rating. The debt is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Dec. 11. Claire's Stores, Inc. -- http://www.clairestores.com/-- operates as a specialty retailer of fashion accessories and jewelry for preteens and teenagers, as well as for young adults in North America and internationally. It offers jewelry products that comprise costume jewelry, earrings, and ear piercing services; and accessories, including fashion accessories, hair ornaments, handbags, and novelty items. Based in Pembroke Pines, Florida, Claire's Stores operates under two brands: Claire's(R), which operates worldwide and Icing(R), which operates only in North America. As of Jan. 31, 2009, Claire's Stores, Inc., operated 2,969 stores in North America and Europe. Claire's Stores, Inc., also operates through its subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint venture with AEON, Co., Ltd. The Company also franchises 198 stores in the Middle East, Turkey, Russia, South Africa, Poland and Guatemala. As stated by the Troubled Company Reporter on Sept. 14, 2009, Claire's Stores, Inc., reported a net loss of $3.733 million for the three months ended Aug. 1, 2009, from a net loss of $16.93 million for the three months ended Aug. 2, 2008. The Company reported a net loss of $32.75 million for the six months ended Aug. 1, 2009, from a net loss of $52.50 million for the six months ended Aug. 2, 2008. At Aug. 1, 2009, the Company had $2.85 billion in total assets; and $190.73 million in total current liabilities and $2.72 billion in total long-term and other liabilities, resulting in $60.10 million in stockholders' deficit. CLAYTON COUNTY: S&P Assigns 'CCC+' Rating on $64.985 Mil. Bonds --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'CCC+' rating to the $64.985 million Series 2009A and $60.015 million Series B Development Authority of Clayton County (Georgia) Special Facilities Revenue Bonds (Delta Air Lines Inc. Project). Clayton County is issuing the 2009A bonds to refinance all of the Special Facilities Revenue Bonds Series 2000A (currently $64.985 million outstanding). "Clayton County is issuing the 2009B bonds to refinance a portion of the Special Facilities Revenue Bonds Series 2000B and 2000C (currently $227.810 million outstanding)," said Standard & Poor's credit analyst Betsy R. Snyder. The portion not being refinanced will remain outstanding. "The facilities being refinanced for Delta are at Hartsfield Airport in Atlanta, and Delta is an indirect obligor of the bonds," she continued. Delta's payments under a loan agreement secure these bonds, which are rated two notches below the 'B' corporate credit rating. Although S&P currently do not rate any of Delta's senior unsecured debt obligations, S&P's recovery analysis has determined that S&P would assign a 'CCC+' rating to senior unsecured debt. The 'B' corporate credit rating on Atlanta-based Delta reflects the risks associated with participation in the price-competitive, cyclical, and capital-intensive airline industry, its significant intermediate-term debt and capital-spending commitments, and operational and customer service risks inherent in most airline mergers (Delta merged with Northwest Airlines Corp. in 2008). Although Delta currently has liquidity acceptable for the ratings and will likely report narrower losses than most other U.S. "legacy carriers," worse-than-expected fuel prices and/or economic weakness could erode the company's financial profile. The level of liquidity (unrestricted cash, short-term investments, and available committed bank borrowing capacity) below which S&P may lower its rating is $4 billion. Ratings List Delta Air Lines Inc. Corp. credit rating B/Negative/-- Ratings Assigned Clayton County Development Authority, Georgia $64.985 mil. facil revenue bonds series 2009A CCC+ $60.015 mil. facil revenue bonds series 2009B CCC+ COLUMBIA LABORATORIES: Receives Non-Compliance Notice From NASDAQ ----------------------------------------------------------------- Columbia Laboratories, Inc., disclosed that it received a notice on December 9, 2009 from the NASDAQ Stock Market indicating that the Company no longer meets the minimum bid price requirement for continued listing on the NASDAQ Global Market as set forth in Marketplace Rule 5450(a)(1). The notice stated that the bid price of the Company's common stock has closed below the required minimum $1.00 per share for the previous 30 consecutive business days. The NASDAQ notice has no immediate effect on the listing of the Company's common stock. In accordance with NASDAQ rules, the Company has until June 7, 2010, to regain compliance with the minimum closing bid price rule. If at any time before June 7, 2010, the bid price of the Company's common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, NASDAQ will notify the Company that it has regained compliance with the minimum bid price rule. In the event the Company does not regain compliance with the rule prior to June 7, 2010, NASDAQ will notify the Company that its securities are subject to delisting. However, the Company may appeal the delisting determination to a NASDAQ hearing panel and the delisting will be stayed pending the panel's determination. Alternatively, the Company may apply to transfer the listing of its common stock to the NASDAQ Capital Market if it satisfies all criteria for initial listing on the NASDAQ Capital Market, other than compliance with the minimum bid price requirement. If such application to the NASDAQ Capital Market is approved, then the Company may be eligible for an additional grace period. The Company is considering actions that it may take in response to this notification in order to regain compliance with the continued listing requirements. About Columbia Laboratories Columbia Laboratories, Inc. -- http://www.columbialabs.com/-- is a specialty pharmaceutical company focused on developing and commercializing products for the women's healthcare and endocrinology markets that use its novel bioadhesive drug delivery technology. Columbia's U.S. sales organization markets CRINONE(R) 8% (progesterone gel) in the United States for progesterone supplementation as part of an Assisted Reproductive Technology treatment for infertile women with progesterone deficiency and STRIANT(R) (testosterone buccal system) for the treatment of hypogonadism in men. The Company's partners market CRINONE(R) 8%, STRIANT(R) and one other product to additional foreign and U.S. markets. COMMSCOPE INC: Bank Debt Trades at 4% Off in Secondary Market ------------------------------------------------------------- Participations in a syndicated loan under which Commscope, Inc., is a borrower traded in the secondary market at 96.00 cents-on- the-dollar during the week ended Friday, Dec. 11, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 0.88 percentage points from the previous week, The Journal relates. The Company pays 250 basis points above LIBOR to borrow under the facility. The bank loan matures on Nov. 6, 2014, and carries Moody's Ba2 rating and Standard & Poor's BB rating. The debt is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Dec. 11. CommScope, Inc., headquartered in Hickory, North Carolina, is a leading global provider of wired and wireless connectivity solutions targeted towards cable and telecom service providers as well as the enterprise market. CommScope carries a 'Ba3' long term corporate family rating from Moody's and 'BB-' issuer credit ratings from Standard & Poor's. COMMUNITY HEALTH: Bank Debt Trades at 7% Off in Secondary Market ---------------------------------------------------------------- Participations in a syndicated loan under which Community Health Systems, Inc., is a borrower traded in the secondary market at 93.46 cents-on-the-dollar during the week ended Friday, Dec. 11, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 1.65 percentage points from the previous week, The Journal relates. The Company pays 225 basis points above LIBOR to borrow under the facility. The bank loan matures on May 1, 2014, and carries Moody's Ba3 rating and Standard & Poor's BB rating. The debt is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Dec. 11. Based in Franklin, Tennessee, Community Health Systems, Inc. -- http://www.chs.net/-- is the largest publicly traded operator of hospitals in the United States in terms of number of facilities and net operating revenues. The company provides healthcare services through these hospitals that it owns and operates in non- urban and selected urban markets throughout the United States. The company also owns and operates home health agencies, including four home health agencies located in markets where it does not operate a hospital. Through its wholly owned subsidiary, Quorum Health Resources, LLC, the company provides management and consulting services to non-affiliated general acute care hospitals located throughout the United States. CONSECO INC: Completes Revisions to Senior Credit Facility ---------------------------------------------------------- In a regulatory filing Wednesday, Conseco, Inc. reported that it has successfully completed the previously announced amendment to its senior credit facility. The amendment will become effective upon the closing of the Company's previously announced proposed public offering of common stock. "Completing this amendment is another positive step for Conseco," CEO Jim Prieur said. "The revisions will provide the company with significant additional margin, adding $170 million of margin to our statutory capital covenant through 2010 and $70 million in 2011, and will provide comparable additional margin on our risk- based capital covenant, at a modest cost. While we are comfortable with the terms of our existing facility, the amended terms give us even greater financial flexibility, and we believe should help position us for improved credit ratings over time." The changes to the senior credit facility will include: -- the minimum risk-based capital ratio requirement will remain at 200% through December 31, 2010, and will increase to 225% for 2011 and 250% for 2012 (the risk-based capital requirement is currently scheduled to return to 250% after June 30, 2010); -- the required minimum level of statutory capital and surplus will remain at $1.1 billion through December 31, 2010, and will increase to $1.2 billion for 2011 and $1.3 billion for 2012 (the required minimum level of statutory capital and surplus is currently scheduled to return to $1.27 billion after June 30, 2010); -- the interest coverage ratio requirement will remain at 1.5x through December 31, 2010, and will increase to 1.75x for 2011 and 2.0x for 2012 (the interest coverage ratio requirement is currently scheduled to return to 2.0x after June 30, 2010); and -- the debt to total capital ratio requirement will remain at 32.5% through December 31, 2009, and will decrease to 30.0% thereafter (the debt to total capital ratio requirement is currently scheduled to return to 30.0% after June 30, 2010). Conseco has agreed to pay $150 million of the first $200 million of net proceeds from its proposed public offering of common stock to the lenders and, in addition, to pay 50% of any net proceeds in excess of $200 million from the offering. The credit facility currently requires the Company to pay 50% of the net proceeds of any equity issuance to the lenders. The amendment modifies the Company's principal repayment schedule to eliminate any principal payments in 2010 and provides for principal payments of $35 million in 2011, $40 million in 2012 and $40 million in 2013. The Company currently is required to make principal repayments equal to 1% of the initial principal balance each year, subject to certain adjustments, and to make additional principal repayments from excess cash flow. The current principal balance of the senior credit facility is $817.8 million, and the senior credit facility matures in October 2013. The amendment also provides that the 1% payment in kind, or PIK, interest that has accrued since March 30, 2009, as an addition to the principal balance under the senior credit facility will be replaced with a payment of an equal amount of cash interest. The amount of accrued PIK interest (expected to be approximately $6 million) will be paid in cash when the amendment becomes effective. The deletion of the 1% PIK interest and the payment of an equal amount of cash interest will not impact reported interest expense. The amendment will become effective on the date, on or before January 15, 2010 (unless extended by the agent for the lenders), on which the Company makes the principal payment described above from the net proceeds of the public offering of the common stock. In connection with the amendment, Conseco expects to incur approximately $2.3 million of fees and expenses and to write off approximately $1 million of unamortized debt issuance costs. As reported in the Troubled Company Reporter on November 27, 2009, Conseco Inc. filed a registration statement on Form S-1 for the proposed sale to the public of the Company's common stock, par value $0.01 per share (and associated preferred stock purchase rights), with a proposed aggregate offering price of $230,000,000. The Company disclosed that the proposed sale will commence as soon as practicable after the registration statement is declared effective. A full-text copy of the Company's Form S-1 is available for free at http://researcharchives.com/t/s?4a8c About Conseco Inc. Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) -- http://www.conseco.com/-- is the holding company for a group of insurance companies operating throughout the United States that develop, market and administer supplemental health insurance, annuity, individual life insurance and other insurance products. The company became the successor to Conseco Inc. (Old Conseco), in connection with its bankruptcy reorganization. CNO focuses on serving the senior and middle-income markets. The company sells its products through three distribution channels: career agents, professional independent producers and direct marketing. CNO operates through its segments, which includes Bankers Life, Conseco Insurance Group, Colonial Penn, other business in run-off and corporate operations. * * * Moody's Investors Service has affirmed the ratings of Conseco, Inc. (senior bank facility at Caa1) and its insurance subsidiaries (insurance financial strength at Ba2) and changed the outlook to positive from negative. Standard & Poor's Ratings Services said that it affirmed its 'CCC' counterparty credit rating on Conseco Inc. and the 'BB-' financial strength ratings on Conseco's insurance subsidiaries. S&P revised the outlook to stable from negative. CONSECO INC: Court Dismisses Solow Action on GM Building Sale ------------------------------------------------------------- U.S. District Court Judge Barbara Jones in Manhattan dismissed a lawsuit filed by billionaire real estate developer Sheldon H. Solow against Conseco Inc. and one of its subsidiaries over a 2003 auction to sell the General Motors Building in Manhattan for $1.4 billion. Reuters relates Mr. Solow filed the lawsuit in 2006, alleging he had submitted the best and highest bid, but Conseco and its unit Carmel Fifth LLC, never intended to sell it to anyone but real estate owner Harry Macklowe. Mr. Solow had said that the bidding tied up hundreds of millions of dollars that he could have used for other deals. Reuters says Mr. Solow sued for $35 million, the amount Conseco received above Macklowe's prior bid, damages and for the sale to Mr. Macklowe to be voided. According to Reuters, the Court agreed with Conseco's argument that it was not the "Old Conseco" that had filed for bankruptcy in 2002. Conseco had its reorganization plan approved in September 2003 when it emerged as a separate "New Conseco" entity. According to Reuters, the sale of the GM Building was completed by August 28, 2003, and before the existence of "New Conseco," according to court papers. "Defendants argue that Solow does not have independent claims against New Conseco because he has not alleged any misconduct of fraud after September 9, 2003. The Court agrees," the Court's ruling said in part, according to Reuters. Reuters notes Boston Properties Inc. acquired the GM Building from Macklowe Properties for about $2.8 billion in June 2008. About Conseco Inc. Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) -- http://www.conseco.com/-- is the holding company for a group of insurance companies operating throughout the United States that develop, market and administer supplemental health insurance, annuity, individual life insurance and other insurance products. The company became the successor to Conseco Inc. (Old Conseco), in connection with its bankruptcy reorganization. CNO focuses on serving the senior and middle-income markets. The company sells its products through three distribution channels: career agents, professional independent producers and direct marketing. CNO operates through its segments, which includes Bankers Life, Conseco Insurance Group, Colonial Penn, other business in run-off and corporate operations. * * * Moody's Investors Service has affirmed the ratings of Conseco, Inc. (senior bank facility at Caa1) and its insurance subsidiaries (insurance financial strength at Ba2) and changed the outlook to positive from negative. Standard & Poor's Ratings Services said that it affirmed its 'CCC' counterparty credit rating on Conseco Inc. and the 'BB-' financial strength ratings on Conseco's insurance subsidiaries. S&P revised the outlook to stable from negative. CONVERTED ORGANICS: Receives Non-Compliance Notice From NASDAQ -------------------------------------------------------------- Converted Organics Inc. disclosed that it received notice on December 4, 2009 from The NASDAQ Stock Market stating that the closing bid price of its common stock had fallen below $1.00 for thirty consecutive business days, from October 22, 2009 to December 3, 2009, and, therefore, that the Company was not in compliance with NASDAQ Listing Rule 5550(a)(2) as of December 3, 2009. The NASDAQ notice states that the Company has been provided a 180 day grace period, through June 2, 2010, to regain compliance with the Rule. To regain compliance, the bid price for the Company's common stock must close at $1.00 or higher for a minimum of 10 consecutive business days within the stated 180 day grace period. At the close of the grace period, if the company has not regained compliance, it may be eligible for an additional grace period of 180 days, if it meets the initial listing standards, with the exception of bid price, for the NASDAQ Capital Market. If it is not eligible for an additional grace period, the Company will receive notification that its securities are subject to delisting, and it may then appeal the delisting determination to a Hearings panel. The NASDAQ notice has no effect on the listing of the Company's common stock at this time and its common stock will continue to trade on the NASDAQ Capital Market under the symbol "COIN." About Converted Organics Inc. Converted Organics Inc., based in Boston, MA, is dedicated to producing high-quality, all-natural, organic soil amendment and fertilizer products through food waste recycling. The Company uses its proprietary High Temperature Liquid Composting (HTLC) system, a proven, state-of-the-art microbial digestion technology, to process various biodegradable food wastes into dry pellet and liquid concentrate organic fertilizers that help grow healthier food and improve environmental quality. Converted Organics sells and distributes its environmentally-friendly fertilizer products in the retail, professional turf management, and agribusiness markets. Converted Organics' flagship manufacturing facility is located in Woodbridge, New Jersey. A second manufacturing site is located in Gonzales, California. COOPER-STANDARD: To Save $600,000 a Month from Loan Refinancing --------------------------------------------------------------- Daily Bankruptcy Review reports Cooper-Standard Holdings Inc. is seeking court permission to refinance its $200 million bankruptcy loan at better terms, which the Debtor says will save it $600,000 per month. Cooper-Standard negotiated a $175 million replacement financing to record the $600,000 monthly savings by reducing interest expense. According to Bill Rochelle at Bloomberg, under a proposed financing arrangement with an affiliate of Deutsche Bank AG as agent, the interest rate will drop to a maximum of 7% above the London interbank offered rate. Currently, the rate is Libor plus 9.5%. The existing agreement provides that Libor shall be assumed to be no lower than 3%. The new financing has a 2% Libor floor. The bankruptcy court in Delaware is expected hold a hearing on Dec. 29 for final approval of the new financing. A hearing for interim approval is set for Dec. 18. 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) CRYSTAL LAKE GATEWAY: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Crystal Lake Gateway LLC 110 N Brockway Street Palatine, IL 60067 Bankruptcy Case No.: 09-46646 Chapter 11 Petition Date: December 10, 2009 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Eugene R. Wedoff Debtor's Counsel: Arnold G. Kaplan, Esq. Law Offices Of Arnold Kaplan Ltd 20 N Clark Street, #1725 Chicago, IL 60603 Tel: (312) 443-1667 Fax: (312) 372-6067 Email: akaplan1616@aol.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. Hummel, manager of the Company. DAVID ROBINSON: Case Summary & 19 Largest Unsecured Creditors ------------------------------------------------------------- Joint Debtors: David R. Robinson Chellee C. Robinson 4122 E Mclellan #8 Mesa, AZ 85205 Bankruptcy Case No.: 09-32033 Chapter 11 Petition Date: December 11, 2009 Court: United States Bankruptcy Court District of Arizona (Phoenix) Debtors' Counsel: Robert M. Cook, Esq. Law Offices Of Robert M. Cook PLLC 219 W Second St Yuma, AZ 85364 Tel: (928) 782-7771 Fax: (928) 782-7778 Email: robertmcook@yahoo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtors' petition, including a list of their 19 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/azb09-32033.pdf The petition was signed by the Joint Debtors. DEAN FOODS: Bank Debt Trades at 7% Off in Secondary Market ---------------------------------------------------------- Participations in a syndicated loan under which Dean Foods is a borrower traded in the secondary market at 93.22 cents-on-the- dollar during the week ended Friday, Dec. 11, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 0.94 percentage points from the previous week, The Journal relates. The Company pays 175 basis points above LIBOR to borrow under the facility. The bank loan matures on March 22, 2014, and carries Moody's B1 rating and Standard & Poor's BB rating. The debt is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Dec. 11. Dean Foods Company is the largest processor and distributor of milk and various other dairy products in the United States, with dairy operations accounting for around 79% of its net sales in FY2008. The company also markets and sells a variety of branded dairy and dairy-related products including, Silk soymilk and cultured soy products, Horizon Organic dairy products, International Delight coffee creamers and LAND O'LAKES creamers and fluid dairy products. Headquartered in Dallas, Texas, Dean Foods had sales in the last twelve months ending March 31, 2009, of approximately $12.1 billion. DECODE GENETICS: T. Rowe Ceases to Own at Least 5% of Stock ----------------------------------------------------------- T. Rowe Price Associates, Inc., et al., have filed amendment no. 7 to their Schedule 13G (CUSIP Number 243586104) to report that as of December 10, 2009, they have ceased to be the beneficial owner of more than 5% of the common shares of deCODE genetics, Inc. A full-text copy of T. Rowe Price Associates' Amendment No. 7 to their Schedule 13G is available for free at: http://researcharchives.com/t/s?4b9d 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. DOLE FOOD: Fitch Upgrades Issuer Default Ratings to 'B' ------------------------------------------------------- Fitch Ratings has upgraded the ratings of Dole Food Company, Inc. and Solvest Ltd: Dole (Operating Company) -- Long-term Issuer Default Rating to 'B' from 'B-'; -- Secured asset-based revolver to 'BB/RR1' from 'BB-/RR1'; -- Secured term loan B to 'BB/RR1' from 'BB-/RR1'; -- Third-lien secured notes to 'B+/RR3' from 'B-/RR4'; -- Senior unsecured debt to 'CCC/RR6' from 'CC/RR6'. Solvest Ltd. (Bermuda-based Subsidiary) -- Long-term IDR to 'B' from 'B-'; -- Secured term loan C to 'BB/RR1' from 'BB-/RR1'. On Oct. 10, 2009, Dole had approximately $2.3 billion of consolidated debt, $102 million of unrestricted cash and $302.5 million of restricted cash on deposit for the payoff of its $363 million 7.25% notes due June 15, 2010. The Ratings Upgrades: The upgrades reflect the significant level of debt reduction following Dole's Oct. 22, 2009 initial public offering (IPO), the elimination of near-term refinancing risk and continued improvement in the company's cash flow. Fitch estimates Dole's pro forma debt, post the Oct. 22, 2009 IPO and subsequent use of the majority of net proceeds for debt reduction, to be approximately $1.7 billion. Dole received $415 million of net proceeds from its IPO and used approximately $381 million to repay debt. Debt repaid includes these: $130 million of its 8.875% unsecured notes due 2011 on Nov. 30, 2009, $119 million of its 13.875% third-lien notes due March 15, 2014, on Nov. 27, 2009, $85 million of holding company debt transferred to the company as a result of the merger of DHM Holdings into Dole, and $47 million borrowings under its ABL revolver. On Oct. 26, 2009, Dole redeemed all of its $363 million of 7.25% unsecured notes due June 15, 2010 using proceeds from the issuance of $315 million secured notes on Sept. 25, 2009. Proceeds from this issuance were deposited in a restricted trust account for the purpose of repaying this debt. The refinancing of the 2010 maturity along with the repayment of $130 million of its $200 million 8.875% unsecured notes due 2011 has eased the near- term refinancing concerns Fitch had regarding the company. For the latest 12-month period ended Oct. 10, 2009, operating earnings, before, interest, taxes and depreciation (EBITDA), excluding gains from asset sales and other non-operating income, was $407 million. Based on Fitch's estimate of total debt pro forma for the IPO and subsequent debt reduction, Dole's total debt-to-operating EBITDA approximates 4.1 times. This is considerably lower than the 5.7x at the year ended Jan. 1, 2009. Fitch believes Dole can maintain average leverage in the 4.0x to 5.0x range absent any unanticipated shocks to product and distribution costs in the near- to intermediate-term. Upcoming maturities are limited to $70 million 8.875% unsecured notes due March 15, 2011 and $155 million of unsecured notes due July 15, 2013. The company's ABL revolver expires April 12, 2011. Recovery prospects for Dole's third-lien notes have improved as Fitch previously anticipated due to the company's debt reduction. The 'RR1' rating on Dole's secured bank debt reflects the fact that recovery prospects on this debt remain outstanding at 91%- 100%. The 'RR3' rating on the company's third-lien secured notes indicates good recovery prospects of 51%-70%. And finally, the 'RR6' rating on the company's senior unsecured debt reflects Fitch's belief that recovery would be below 10% if there was an event of default. European Banana Tariffs: Dole's cash flow should benefit from the pending reduction of the current 176 euro/metric ton import tariff on bananas sourced from Latin America and sold into the European Union. The current tariff has been in place since Jan. 1, 2006 but is expected to be reduced 16% to 148 euro/metric ton beginning in 2010 and then by a total of 35% to 114 euro/metric ton by 2016. Dole anticipates that its costs will fall about $15 million in 2010 and then by a total of $35 million annually by 2016. Fitch views the reduction positively and has incorporated the tariff decline into its near- to intermediate-term financial projections for Dole. Recent Operating Performance: For the nine months ended Oct. 10, 2009, consolidated revenue declined 12% to $5.2 billion. Excluding divestitures, the decline was 7% and was approximately 4% excluding $187 million of unfavorable currency movements. Dole reported operating income growth of 32% to $275.6 million. Operating income would have been lower by approximately $10 million excluding the benefits of currency. The biggest drivers to operating income growth were improvement in the profitability of the company's Packaged Foods and Fresh Vegetables segments. The company had lower product, shipping and distribution costs along with better pricing in Packaged Foods. Fitch does not expect Dole's cost frontier to be as favorable in 2010 due to the potential for higher packaging and bunker fuel expenses. Dole has indicated that it has minimal bunker fuel hedges currently in place for fiscal 2010. For the LTM period ended Oct. 10, 2009, Dole generated $277 million of free cash flow (defined as cash flow from operations less capital expenditures and dividends), after producing negative FCF annually since 2005. Operating cash flow has benefited from higher operating income and significant improvements in working capital. Fitch does not expect FCF generation to remain at current high levels, given the on-going volatility of the fresh produce industry. Liquidity: On Oct. 10, 2009, Dole's $340.5 million of liquidity included $102 million of unrestricted cash and $238.5 million available, excluding approximately $91.6 million of letters of credit, under its $350 million ABL revolver. Dole's ABL matures on April 12, 2011, and as of Oct. 10, 2009 had a borrowing base of $330.1 million. Dole's targeted $200 million of asset sales for fiscal 2009 further improve the company's liquidity. Year-to-date through the third-quarter ended Oct. 10, 2009, cash received from divestitures totalled $94.4 million. Following the close of the third quarter, Dole sold three box plants, in addition to one sold during the third quarter. Total proceeds from these asset sales are expected to be approximately $100 million. Dole has earmarked these proceeds for debt reduction. Covenants: Financial covenants for the revolver include a springing fixed charge coverage ratio of 1.0x should availability under the revolver fall below $35 million and a maximum senior secured leverage ratio of 3.75x. Dole's secured term loans subject the company to a maximum first priority senior secured leverage ratio of 3.25x through Oct. 10, 2009, stepping down by 0.25x increments beginning Jan. 2, 2010 and ending at 2.5x on June 16, 2012. Dole reported that its first priority senior secured leverage ratio was less than 2.05x at Oct. 10, 2009. Fitch estimates that EBITDA would have to fall by more than 35% to breach this covenant, assuming approximately $800 million of first priority debt. DOLLAR THRIFTY: Board Approves 2010 Bonus Plan for Executives ------------------------------------------------------------- Effective December 3, 2009, the Board of Directors of Dollar Thrifty Automotive Group, Inc., approved the 2010 Executive Incentive Compensation Plan, its annual bonus plan for executive officers. The Incentive Compensation Plan provides participants with the opportunity to earn an annual bonus based on a specified year over year growth in the Company's earnings before interest, taxes, depreciation and amortization. The bonus will be paid in cash to participating executives if actual EBITDA for the performance period equals or exceeds the pre-established percentage growth over the Company's 2009 EBITDA. The Incentive Awards allocated to participants vary based on the participant's position and level of responsibility within the Company. The targeted level of Incentive Award, expressed as a percentage of base salary, for each participant in the Incentive Compensation Plan who was included as a Named Executive Officer in DTAG's most recent proxy: Target Award (as a Percentage Participant Title of Base Salary) ----------- ----- ---------------- Scott L. Thompson President and CEO 100% R. Scott Anderson Sr. Exec VP 75% H. Clifford Buster III Sr. EVP and CFO 75% Vicki J. Vaniman EVP 60% James S. Duffy Vice President 35% Mr. Duffy was included as a Named Executive Officer in DTAG's most recent proxy, but is no longer serving as an executive officer of the Company. Upon achievement of the pre-established performance goals, management will recommend to the Board individual participant awards for approval. If the targeted level of EBITDA is attained or exceeded, the payout under the Incentive Compensation Plan would occur by March 15, 2011. The Incentive Compensation Plan also includes a mechanism for forfeiture and, if applicable, repayment by the participant of awards where a participant engages in "Detrimental Activity" as defined in the plan. About Dollar Thrifty Automotive Dollar Thrifty Automotive Group, Inc. is headquartered in Tulsa, Oklahoma. Driven by the mission "Value Every Time," the Company's brands, Dollar Rent A Car and Thrifty Car Rental, serve value- conscious travelers in over 70 countries. Dollar and Thrifty have over 600 corporate and franchised locations in the United States and Canada, operating in virtually all of the top U.S. and Canadian airport markets. The Company's approximately 6,400 employees are located mainly in North America, but global service capabilities exist through an expanding international franchise network. In November 2009, Standard & Poor's Ratings Services raised its corporate credit rating of Dollar Thrifty to 'B-' from 'CCC', in light of the Company's improved operating and financial performance that began in mid-2009. Moody's Investors Service also upgraded Dollar Thrifty's Probability of Default Rating to 'B3' from 'Caa2' and Corporate Family Rating to 'B3' from 'Caa3'. DURA AUTOMOTIVE: Inks Acquisition Deal With Patriarch Partners -------------------------------------------------------------- According to reports, Dura Automotive Systems Inc. agreed to be acquired by Patriarch Partners, a private equity firm in New York. A person with knowledge of the deal said the agreement was signed but waiting for regulatory approval, Crain's Detroit Business reported. Under the deal, Patriarch's chief executive officer Lynn Tilton will invest $125 million to give his equity firm a controlling stake in Dura Automotive. Dura CEO will remain, according to Crain's. Reuters reported that Patriarch, which has built a $7 billion investment house by acquiring distressed companies, said it plans to merge Dura with the assets of Global Automotive Systems, a group of small parts suppliers owned by Patriarch. The combined company, which will have annual sales of $2 billion and 10,600 employees, will operate under the Dura name. About DURA Automotive Rochester Hills, Michigan-based DURA Automotive Systems Inc. (Nasdaq: DRRA) -- http://www.DURAauto.com/-- is a leading supplier of pedal systems, parking brake mechanisms, manual and automatic transmission gear shifter systems, and automotive cables. Dura also makes door and window systems and trim, as well as engineered assemblies such as tailgate latches and seating adjustment controls. Dura Automotive and its units filed for Chapter 11 petition on Oct. 30, 2006, (Bankr. D. Del. Case No. 06-11202). Attorneys at Kirkland & Ellis LLP and Richards Layton & Finger, P.A. represented the Debtors. On June 27, 2008, Dura emerged from Chapter 11 bankruptcy protection after its Court-confirmed Plan became effective. EASTON-BELL SPORTS: Raises $600MM in Note Sale, New ABL Loan ------------------------------------------------------------ Easton-Bell Sports, Inc., on December 3, 2009: -- issued $350.0 million aggregate principal amount of 9.750% senior secured notes due 2016; and -- entered into a $250.0 million senior secured asset-based revolving credit facility, together with certain of its subsidiaries as Canadian Borrowers, with the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, Bank of America, N.A., and Wachovia Capital Finance Corporation (New England), as co-syndication agents, and U.S. Bank National Association, as documentation agent, to, among other things, permit the issuance of the Notes. Under the ABL Credit Agreement, $85.0 million of loans were drawn at the closing of the issuance of the Notes on December 3, 2009. The remainder of the ABL Credit Agreement is available, subject to the borrowing base availability, to be drawn from time to time for general corporate purposes (including permitted acquisitions). Among other provisions, the ABL Credit Agreement contains certain covenants that limit the ability of the Company to (1) incur additional debt, (2) create liens, (3) transfer all or substantially all of its assets or enter into merger or consolidation transactions, (4) change its business, (5) make investments, loans, advances, guarantees and acquisitions, (6) transfer or sell assets, (7) enter into sale and leaseback transactions, (8) enter swap agreements, (9) enter into transactions with affiliates, and (10) enter into agreements that restrict dividends from subsidiaries. A full-text copy of the ABL Credit Agreement is available at no charge at http://ResearchArchives.com/t/s?4b97 The gross proceeds from the private offering and the ABL Credit Agreement, together with cash on hand, were used to repay $272.1 million aggregate principal amount of the term loan portion of the Company's existing credit facility, to redeem $140.0 million aggregate principal amount of the Company's existing 8.375% senior notes due 2012, and to pay other related fees and expenses. The Notes were issued in a private offering to institutional investors exempt from registration under the Securities Act of 1933. The Notes will mature on December 1, 2016. The Company may redeem some or all of the Notes prior to December 1, 2012, at a price equal to 100.000% of the principal amount, plus accrued and unpaid interest and a "make-whole" premium. The Company may redeem all or any of the Notes on or after December 1, 2012, and prior to December 1, 2013, at 107.313% of the principal amount of the Notes, plus accrued and unpaid interest. The Company may redeem all or any of the Notes on or after December 1, 2013, and prior to December 1, 2014, at 104.875% of the principal amount of the Notes, plus accrued and unpaid interest. The Company may redeem all or any of the Notes on or after December 1, 2014, and prior to December 1, 2015, at 102.438% of the principal amount of the Notes, plus accrued and unpaid interest. At any time on or after December 1, 2015, the Company may redeem all or any of the Notes at 100.000% of the principal amount of the Notes, plus accrued and unpaid interest. In addition, during any 12-month period commencing on the issue date prior to December 1, 2012, the Company may redeem up to 10% of aggregate principal amount of the Notes at a price equal to 103% of their principal amount, plus accrued and unpaid interest. At any time prior to December 1, 2012, the Company may also redeem up to 35% of the aggregate principal amount of the Notes that were issued on December 3, 2009 at a price equal to 109.750% of the principal amount of the Notes, plus accrued and unpaid interest, with the net cash proceeds of one or more equity offerings of the Company. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes. However, the Notes will become due and payable on October 1, 2015, unless on or prior to August 28, 2015, the indebtedness of the Company's ultimate parent, EB Sports Corp., a Delaware corporation, under its existing credit facility has been either repaid or refinanced with indebtedness with a stated maturity that is at least 91 days after the maturity date of the Notes. The Company issued the Notes pursuant to an Indenture dated December 3, 2009, between the Company, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee. Among other provisions, the Indenture contains certain covenants that limit the ability of the Company to (1) incur, assume or guarantee additional debt, (2) pay dividends and make other restricted payments, (3) create liens, (4) use the proceeds from sales of assets and subsidiary stock, (5) enter into sale and leaseback transactions, (6) enter into agreements that restrict dividends from subsidiaries, (7) change its business, (8) enter into transactions with affiliates, and (9) transfer all or substantially all of its assets or enter into merger or consolidation transactions. The Indenture also requires the Company to make an offer to repurchase the Notes at 101% of the principal amount following a change of control, and at 100% of the principal amount with the proceeds of certain sales of assets and subsidiary stock. Also in connection with the issuance of the Notes, a Registration Rights Agreement dated December 3, 2009, between the Company, the subsidiary guarantors named therein and J.P. Morgan Securities Inc., as representative of the initial purchasers, was entered into with respect to registration rights for the benefit of the holders of the Notes. In connection with the issuance of the Notes and the entering into the ABL Credit Agreement, on December 3, 2009, the Company repaid all outstanding amounts under the Company's Existing Credit Facility. In addition, in connection with the issuance of the Notes and the entering into the ABL Credit Agreement, on December 3, 2009, the Company deposited funds with U.S. Bank National Association sufficient to redeem $140.0 million aggregate principal amount of the Company's Existing Notes and the accrued and unpaid interest thereon through the date of redemption. The notes will be redeemed on January 4, 2010, at 102.094% of the principal amount of the notes, plus accrued and unpaid interest. The Indenture, dated September 30, 2004 (as amended and supplemented to date), between the Company (as successor by merger to Riddell Bell Holdings, Inc.) and U.S. Bank National Association, as trustee, by which the Existing Notes were issued, was discharged on December 3, 2009. About Easton-Bell Sports Easton-Bell Sports, Inc. -- http://www.eastonbellsports.com/-- designs, develops and markets innovative sports equipment, protective products and related accessories under authentic brands. The Company markets and licenses products under such well-known brands as Easton, Bell, Riddell, Giro and Blackburn. Headquartered in Van Nuys, California, the Company has 29 facilities worldwide. * * * As reported by the Troubled Company Reporter on November 24, 2009, Standard & Poor's Ratings Services lowered its rating on Easton- Bell Sports' proposed seven-year senior secured notes. S&P lowered the rating to 'CCC+' (one notch less than the counterparty credit rating on Easton-Bell) from 'B-' and revised the recovery rating to '5', which indicates S&P's expectation for modest (10% to 30%) recovery in the event of a payment default or bankruptcy, from '4'. The Company carries S&P's B-/Positive/-- Corporate credit rating. The TCR said November 18, 2009, Moody's Investors Service rated Easton-Bell's $325 million secured notes B3 and affirmed its B3 corporate family rating and B3 probability of default rating. At the same time, Easton-Bell's speculative grade liquidity rating was upgraded to SGL 3 from SGL 4. The rating outlook was revised to positive. ECOSPHERE TECHNOLOGIES: Incurs $1.09 Mil. Net Loss in Q3 2009 ------------------------------------------------------------- Ecosphere Technologies, Inc. reported a net loss of $1,093,405 on revenues of $357,076 for the three months ended September 30, 2009, compared with a net loss of $3,768,588 on revenues of $122,454 for the same period last year. Loss from operations for the three months ended September 30, 2009 was $2,584,041 compared to a loss of $1,819,000 for the three months ended September 30, 2008. The increase in the loss from operations in 2009 versus 2008 was due to the increases in operating expenses. For the nine months ended September 30, 2009, the Company reported a net loss of $16,464,897 on revenues of $705,385, compared with a net loss of $8,530,891 on revenues of $123,474 for the same period in 2008. At September 30, 2009, the Company's consolidated balance sheets showed $5,752,509 in total assets, $19,779,793 in total liabilities, $1,130,994 in redeemable convertible cumulative preferred stock series A, and $2,770,052 in redeemable convertible cumulative preferred stock series B,resulting in a $17,928,330 shareholders' deficit. The Company's consolidated balance sheets at September 30, 2009, also showed strained liquidity with $544,207 in total current assets available to pay $17,585,112 in total current liabilities. A full-text copy of the Company's Form 10-Q is available for free at http://researcharchives.com/t/s?4ba2 Going Concern Doubt During the nine months ended September 30, 2009, the Company incurred a net loss of approximately $16.5 million, and used cash in operations of approximately $1.1 million. At September 30, 2009, the Company had a working capital deficiency of approximately $17.0 million, a stockholders' deficit of approximately $17.9 million and had outstanding convertible preferred stock that is redeemable under limited circumstances for approximately $3.9 million (including accrued dividends). In addition, loans and accrued interest of $713,000 to note holders were in default as of September 30, 2009. The Company has not attained a level of revenues sufficient to support recurring expenses, and the Company does not presently have the resources to settle previously incurred obligations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. About Ecosphere Technologies Headquartered in Stuart, Fla., Ecosphere Technologies Inc. is a water engineering and services company dedicated to solving critical water recovery, treatment and recycling challenges through its proprietary solutions. The Company has a portfolio of technologies that are in the various stages of development. EDRA BLIXSETH: Jewelry Valued at $250,000 to Be Auctioned Off ------------------------------------------------------------- KPSP Local 2, a CBS affiliate in California, reports The Estate Jewelry Collection in Palm Desert will auction off today about 100 pieces of jewelry owned by Edra Blixseth. The total collection is worth an estimated $250,000. "It's presumed not to be the biggest or most valuable pieces Blixseth ever wore, but they are one-of-a- kind and irreplaceable, according to KPSP. KPSP says the jewelry will be up for silent auction starting today. Bidding will last for one week, the report says. About BLX Group BLX Group Inc. formerly Blixseth Group Inc. is an Oregon Company owned by Edra Blixseth. BLX Group previously owned Yellow Mountain Club LLC, the entity that owns the Yellowstone Club, a private golf and ski community with more than 350 members. BGI's assets include a 230.5-acres property located in Rancho Mirage, California known as Porcupine Creek. The property, which is subdivided into 15 parcels, contains a "multi-million dollar residential compound and a Tom Weiskopf championship golf course." Marc S. Kirschner, as liquidating trustee of Yellowstone Mountain Club, together with two other creditors, filed an involuntary Chapter 11 petition for BLX Group on Sept. 21, 2009 (Bankr. D. Montana Case No. 09-61893). Charles W. Hingle, Esq., at Holland & Hart LLP, represents the Petitioners. Mr. Kirschner asserts that he is owed $190,000,000 on account of a promissory note. About Yellowstone Club Located near Big Sky, Montana, Yellowstone Club -- http://www.theyellowstoneclub.com/-- is a private golf and ski community with more than 350 members, including Bill Gates and Dan Quayle. The Company was founded in 1999. Yellowstone Mountain Club LLC and its affiliates filed for Chapter 11 on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-61570). The Company's owner affiliate Edra D. Blixseth, filed for Chapter 11 on March 27, 2009 (Case No. 09-60452). In June 2009, the Bankruptcy Court entered an order confirming Yellowstone's Chapter 11 Plan. Pursuant to the Plan, CrossHarbor Capital Partners, LLC, acquired equity ownership in the reorganized Club for $115 million. Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green PLLC, represented the Debtors. The Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO. The official committee of unsecured creditors were represented by Parsons, Behle and Latimer, as counsel, and James H. Cossitt, Esq., at local counsel. Credit Suisse, the prepetition first lien lender, was represented by Skadden, Arps, Slate, Meagher & Flom. About Edra Blixseth Coachella Valley-based Edra D. Blixseth owns exclusive resorts in Rancho Mirage and near Yellowstone Park in Montana. She owns Porcupine Creek Golf Club in Rancho Mirage and the Yellowstone Club in Montana. Ms. Blixseth filed for Chapter 11 bankruptcy protection on March 26, 2009 (Bankr. D. Mont. Case No. 09-60452). Gary S. Deschenes, Esq., at Deschenes & Sullivan Law Offices assists Ms. Blixseth in her restructuring efforts. The Debtor listed $100 million to $500 million in assets and $500 million to $1 billion in debts. As reported by the Troubled Company Reporter on June 18, 2009, the Hon. Ralph B. Kirscher of the U.S. Bankruptcy Court for the District of Montana converted Ms. Blixseth's Chapter 11 reorganization case to a Chapter 7 liquidation proceeding. Acting U.S. Trustee Robert D. Miller Jr. said Ms. Blixseth ignored "repeated requests" to show that her assets, allegedly worth millions of dollars, were insured. Judge Kirscher rejected Ms. Blixseth's appeal to reorganize her finances. EDWARD BALDWIN: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Joint Debtors: Edward Braswell Baldwin, III Tisha Celess Baldwin 717 Old Hickory Blvd Brentwood, TN 37027 Bankruptcy Case No.: 09-14189 Chapter 11 Petition Date: December 11, 2009 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Judge: George C. Paine II Debtors' Counsel: Steven L. Lefkovitz, Esq. Law Offices Lefkovitz & Lefkovitz 618 Church St, Ste 410 Nashville, TN 37219 Tel: (615) 256-8300 Fax: (615) 255-4516 Email: slefkovitz@lefkovitz.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 $1,764,800, and total debts of $1,840,012. A full-text copy of the Debtors' petition, including a list of their 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/tnmb09-14189.pdf The petition was signed by the Joint Debtors. ERNIE LEE JACOBSEN: Files Schedules of Assets and Liabilities ------------------------------------------------------------- Ernie Lee Jacobsen and Donna Jean Jacobsen filed with the U.S. Bankruptcy Court for the Northern District of Mississippi their schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $12,685,000 B. Personal Property $2,598,881 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $11,057,418 E. Creditors Holding Unsecured Priority Claims $267,099 F. Creditors Holding Unsecured Non-priority Claims $5,192,373 ----------- ----------- TOTAL $15,283,881 $16,516,890 Ernie Lee Jacobsen and Donna Jean Jacobsen filed for Chapter 11 bankruptcy protection on October 29, 2009 (Bankr. N.D. Miss. Case No. 09-15667). Craig M. Geno, Esq., at Harris Jernigan & Geno, PLLC, assists the Jacobsens in its restructuring effort. FAIRPOINT COMMUNICATIONS: To File Bankruptcy Plan by January 15 --------------------------------------------------------------- WABI-TV5 reports FairPoint Communications Inc. has asked the Bankruptcy Court for more time to file a plan of reorganization. The Debtor said it will file the plan by January 15. According to WABI-TV5, the Debtor explained it is pushing back the deadline to finalize settlements with lenders, unions, and other parties. WABI-TV5 also notes FairPoint is objecting to an order from Maine regulators that it send rebates to Maine customers because of poor service. A Wednesday hearing on that issue was delayed by the snow, WABI-TV5 says. 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: Operations Won't be Disrupted by Chapter 11 Case -------------------------------------------------------------- Eric Miller at Hendersonville Star News says a Fairvue Plantation spokesman said services will not be disrupted as the company reorganizes under Chapter 11 bankruptcy. 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. FIBERTOWER CORP: Receives Nasdaq Non-Compliance Notice ------------------------------------------------------ FiberTower Corporation disclosed that on December 8, 2009, it received a notice from the Listing Qualifications Department of the Nasdaq Stock Market notifying the Company that it has failed to meet the minimum bid price requirements for continued listing set forth in Nasdaq Marketplace Rule 5450(a)(1), which requires listed companies to maintain a minimum bid price of $1.00 per share. The notice has no effect at this time on the listing of the Company's common stock on the Nasdaq Global Market, and the Company's common stock will continue to trade on the Nasdaq Global Market under the symbol "FTWR." In accordance with Marketplace Rule 5810(c)(3)(A), the Company has 180 calendar days to regain compliance with the Minimum Bid Price Rule. As previously disclosed, the Company expects to effect a 1- for-10 reverse stock split (the "reverse split") in the near future, and the Company expects that the reverse split will allow it to regain compliance with the Minimum Bid Price Rule. The Department will provide written notification to the Company that it has achieved compliance with the Minimum Bid Price Rule if, at any time before June 7, 2010, the minimum bid price of the Company's common stock closes at $1.00 per share or more for at least 10 consecutive trading days. If the Company does not regain compliance with the Minimum Bid Price Rule by the required deadline, the Company's common stock will be subject to delisting from the Nasdaq Global Market. The Company may, however, be eligible to list its common stock on the Nasdaq Capital Market if it satisfies the initial listing standards (with the exception of the Minimum Bid Price Rule) for listing on the Nasdaq Capital Market, and it submits a timely application to Nasdaq to transfer the listing of its common stock to the Nasdaq Capital Market. About FiberTower FiberTower -- http://www.fibertower.com/-- is a backhaul and access services provider focused primarily on the wireless carrier market. With its extensive spectrum footprint in 24 GHz and 39 GHz bands, carrier-class microwave and fiber networks in 13 major markets, master service agreements with nine U.S. wireless carriers, and partnerships with the largest tower operators in the U.S., FiberTower is considered to be the leading alternative carrier for wireless backhaul. FiberTower also provides backhaul and access services to the government and enterprise markets. FONTAINEBLEAU LV: Lienholders Need $155-Mil. to Stay Auction ------------------------------------------------------------ According to Bill Rochelle at Bloomberg News, U.S. Bankruptcy Judge A. Jay Cristol said he won't grant a request by the mechanics' lienholders for a stay of the auction, pending appeal, unless -- the mechanics' lienholders replace $51.5 million in financing that will be lost as a result of a delay during appeal. -- the lienholders post a $105 million bond, representing the remainder of the price being offered for the project by a company affiliated with Carl Icahn. As reported by the TCR on Dec. 11, 2009, Judge Cristol has entered an opinion denying the holders of mechanics liens an opportunity to offer a credit bid -- instead of cash -- at a January 21 auction for Fontainebleau Las Vegas Holdings LLC's uncompleted 63-story project on the north end of the Las Vegas Strip. Judge Cristol said in his three-page opinion that the amount, validity and priority of the mechanics' lien claims are in doubt. Given insufficient time before the auction, Judge Cristol denied mechanics' lienholders the right to credit bid. Judge Cristol also said it wasn't feasible to allow even the first-lien creditors to credit bid in an auction against cash bidders. The Judge notes that not all secured lenders would credit bid even if they had the ability. At the Jan. 21 auction, the stalking horse bid of $156.5 million for the entire project will come from a company affiliated with Carl Icahn. The offer includes the assumption of $50 million in financing for the Chapter 11 case. Penn National Gaming Inc. was originally the lead bidder before it was replaced by the Icahn entity. Penn Treaty may still bid at the auction. About Fontainebleau Las Vegas Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is constructing a luxury resort, Fontainebleu Las Vegas, on the northern end of the Las Vegas Strip. Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas, LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No. 09-21481). Judge A. Jay Cristol presides over the Debtors' cases. Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, represents the Debtors in their restructuring efforts. The Debtors' Financial Advisor are Moelis & Company LLC and Citadel Derivatives Group LLC. The Debtors' Special Litigation Counsel is David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC. The Debtors' Claims Agent is Kurtzman Carson Consulting LLC. Attorneys at Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP, represent the Official Committee of Unsecured Creditors. As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than $1 billion in debt and a similar amount in assets, while each of Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas Holdings, LLC, listed less than $50,000 in assets and more than $1 billion in debts. Bankruptcy Creditors' Service, Inc., publishes Fontainebleau Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Fontainebleau Las Vegas Holdings, LLC, and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FONTAINEBLEAU LV: CRO Karawan Testifies on Need for Bonuses ----------------------------------------------------------- Steve Green at Las Vegas Sun reports Howard Karawan, Fontainebleau Las Vegas' chief restructuring officer, said at last week's hearing that the Debtor's employees felt they had long-term employment prospects when Penn National Gaming was the stalking horse bidder for the Company, but Carl Icahn has not indicated if he will continue the construction or mothball the project, and employees know nothing about their career futures if Mr. Icahn wins the auction. Mr. Karawan was before the Bankruptcy Court Thursday to testify that the Company needs roughly $1 million to pay the remaining executives and managers to focus on stabilizing the casino-resort building and assist with the auction process. Proposed bonuses mentioned during the hearing were $300,000 for Mr. Karawan, $100,000 for a financial officer, $75,000 for an attorney and $9,000 for a security chief. The company currently has a skeleton staff of 24 employees from 115 employees as of the bankruptcy filing date. Las Vegas Sun says 14 of the remaining employees would receive bonuses if they continue working through February 9. Fontainebleau is due to be sold next month. Mr. Icahn has offered $156.2 million in cash and financing for the project. Las Vegas Sun says Mr. Karawan told the Court that another 17 to 20 parties had been "kicking the tires" as potential bidders. Las Vegas Sun notes with the remaining skeleton staff and key executives weighing employment options elsewhere, Mr. Karawan said, "I don't know how we're going to get through the sales process." Las Vegas Sun says Mr. Karawan offered to give up his own proposed bonus if that's what it takes to keep the remaining staff together. The report says the Debtor's banks, other lenders and construction lien holders have opposed the bonus plan, in part because they would end up paying for it. "The creditors aren't interested in parting with any more money as, already, they likely will recover just pennies on the dollar in the case. That's because Fontainebleau's liabilities exceed $2 billion, yet the most offered for the unfinished resort so far is Icahn's $156.2 million," Mr. Green says. According to the report, Judge A. Jay Cristol, who has not yet ruled on the plan, said Thursday that "the court is not an enthusiast of either retention or incentive bonuses." "This is a difficult situation. This whole thing is a difficult mess," Judge Cristol said, repeating a sentiment he has expressed frequently because of the huge gap between what Fontainebleau may fetch at auction and what its creditors are owed, Las Vegas Sun relates. The U.S. Trustee also balks at the proposed bonus payments, arguing that the Debtors merely stated that the loss of the employees has the potential to derail their ability to consummate the sale. The U.S. Trustee contends the Debtors' argument is simply not enough to meet the standard under the Bankruptcy Code. The U.S. Trustee contends the Debtors must show that without these insiders the sale process will not take place. The Chapter 11 examiner appointed in the case supports the proposed bonuses, stating the Debtors' employees are necessary to effectuate the stabilization of the project and to obtain the highest and best value for the project through the sales process. About Fontainebleau Las Vegas Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is constructing a luxury resort, Fontainebleu Las Vegas, on the northern end of the Las Vegas Strip. Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas, LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No. 09-21481). Judge A. Jay Cristol presides over the Debtors' cases. Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, represents the Debtors in their restructuring efforts. The Debtors' Financial Advisor are Moelis & Company LLC and Citadel Derivatives Group LLC. The Debtors' Special Litigation Counsel is David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC. The Debtors' Claims Agent is Kurtzman Carson Consulting LLC. Attorneys at Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP, represent the Official Committee of Unsecured Creditors. As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than $1 billion in debt and a similar amount in assets, while each of Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas Holdings, LLC, listed less than $50,000 in assets and more than $1 billion in debts. Bankruptcy Creditors' Service, Inc., publishes Fontainebleau Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Fontainebleau Las Vegas Holdings, LLC, and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FORD MOTOR: Court Approves Accommodation Agreement with Visteon --------------------------------------------------------------- Daily Bankruptcy Review reports the U.S. Bankruptcy Court for the District of Delaware cleared the way for Ford Motor Co. to pay Visteon Corp. $8 million in exchange for allowing the auto maker to buy certain components from other suppliers. On November 25, 2009, Visteon sought permission from the Bankruptcy Court to enter into a customer accommodation agreement and related access and security agreement with Ford Motor Company and Automotive Component Holdings, LLC. Pursuant to the Accommodation Agreement, the Customers will agree to, among other things: -- pay cash exit fee payments to the Company in the aggregate amount of $8,000,000; -- purchase certain designated equipment and tooling exclusively used to manufacture the Customers' component parts; -- purchase raw materials and finished goods specifically related to re-sourced Ford and ACH component part production; -- pay the costs to transition certain lines of business from the Company's Lansdale, Pennsylvania (North Penn) facility to the Company's affiliate, Cadiz Electronica S.A.; -- retain the majority of Ford business at the Company's Monterrey, Mexico (Carplastic) facility; -- reimburse the Company for costs associated with the wind- down of certain lines of Ford and ACH component part production, including fixed overhead costs and certain employee-related costs; -- limit their ability to set off against accounts payable owing to the Company; and -- provide a limited release of certain commercial claims against the Company that may arise from the payments or other accommodations set forth in the Accommodation Agreement. Visteon said in a regulatory filing it will commit to continue to produce and deliver component parts to the Customers during the term of the Accommodation Agreement, as well as provide assistance to the Customers in resourcing certain lines of production to other suppliers. As part of this resourcing assistance, Visteon will provide the Customers with certain intellectual property licenses and sublicenses related to re-sourced Ford and ACH production lines. The Company will agree to build an inventory bank for the Customers, provided that the Customers will pay for such parts in accordance with the terms of the applicable purchase orders and will cover the Company's incremental costs incurred in building the inventory banks. The Company will also grant the Customers an option to purchase certain machinery and equipment used exclusively used to manufacture Ford and ACH component parts. The Company will also provide the Customers with an access right to the Company's facilities, subject to the Accommodation Agreement, if the Company fails to maintain continuity of supply. The Company will provide a limited release of the Customers, subject to certain exceptions, of all claims and causes of actions related to specific purchase orders or other agreements specifically governing the component parts subject to the Accommodation Agreement. About Ford Motor Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles across six continents. With about 200,000 employees and about 90 plants worldwide, the company's automotive brands include Ford, Lincoln, Mercury and Volvo. The company provides financial services through Ford Motor Credit Company. At September 30, 2009, the Company had $203.106 billion in total assets against $210.376 billion in total liabilities. On March 4, 2009, Ford deferred future interest payments on its 6.50% Junior Subordinated Convertible Debentures due January 15, 2032, beginning with the April 15, 2009 quarterly interest payment. * * * As reported by the Troubled Company Reporter on November 4, 2009, Moody's Investors Service upgraded the senior unsecured rating of Ford Motor Credit Company LLC to B3 from Caa1. This follows Moody's upgrade of Ford Motor Company's corporate family rating to B3 from Caa1, with a stable outlook. Ford Credit's long-term ratings remain on review for further possible upgrade. On Nov. 3, 2009, S&P raised the corporate credit ratings on Ford Motor Co. and Ford Motor Credit Co. LLC to 'B-' from 'CCC+'. Ford Motor Co. carries a long-term issuer default rating of 'CCC', with a positive outlook, from Fitch Ratings. About Visteon Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) FRASER PAPERS: Gets Canada Court Nod for Restructuring Plan ----------------------------------------------------------- Fraser Papers Inc. received approval from the Ontario Superior Court that is overseeing its filing under the Companies' Creditors Arrangement Act (Canada), to proceed with a firm and binding offer to sell its specialty paper assets. The specialty papers assets will be sold to a newly incorporated company, initially sponsored by the Company's secured creditors, subject to receiving a superior bid. The assets to be sold include the pulp and paper facilities located in Madawaska and Edmundston, as well as the two New Brunswick lumbermills located in Plaster Rock and Juniper. Under the terms of the offer, Brookfield Asset Management Inc., a secured creditor, has agreed to convert its secured claim against the Company into a 51% common equity ownership in a new specialty papers company. The Government of New Brunswick also agreed to convert its $35 million secured loan plus accrued interest into equity in the form of preferred shares of the new company. CIT Business Credit Canada Inc., the Company's existing working capital lender, has agreed to provide a $50 million revolving credit facility from which its existing secured loans to the Company will be repaid or otherwise satisfied on closing. The new company will also issue common shares, representing a 49% common equity interest, and promissory notes to the unsecured creditors of Fraser Papers as further consideration for the assets purchased. In order to ensure that the price under the proposed sale transaction maximizes value for the Company's creditors, Fraser Papers will seek superior bids through a court-supervised process for a period of approximately 60 days. Potential bidders will be required to submit non-binding letters of intent on or before noon EST on January 22, 2010. PricewaterhouseCoopers, the Court appointed Monitor, will have the responsibility for managing this process, including identifying and contacting prospective purchasers, coordinating information requests and receiving offers. The proceeds from the sale of these assets will be used to partially settle the remaining claims against Fraser Papers. The Company will accumulate the balance of proceeds from the initial sale, plus additional proceeds from the sale of the remaining assets in Fraser Papers, prior to distributing to its unsecured creditors. The other assets include a paper mill in Gorham, New Hampshire; hardwood kraft pulp mill in Thurso, Quebec; and, two lumber mills in Ashland and Masardis, Maine. The ultimate recovery for unsecured creditors will be dependent, in part, upon the long term success of the new company. The Ontario Superior Court has granted a further extension of the initial CCAA through February 26, 2010. The extension was supported by PricewaterhouseCoopers Inc., the Court appointed Monitor of the Company's CCAA process. The Company has filed similar materials with the U.S. Court in Delaware, which oversees the Company's ancillary proceeding under Chapter 15 of the U.S. Bankruptcy Code. About Fraser Papers Fraser Papers -- http://www.fraserpapers.com.-- is an integrated specialty paper company that produces a broad range of specialty packaging and printing papers. The Company has operations in New Brunswick, Maine, New Hampshire and Quebec. On June 18, 2009, citing continued operating losses, weak markets for pulp and lumber, impending debt repayments and significant pension funding obligations, the Company and its subsidiaries filed for protection under the Companies Creditors Arrangement Act (Ont. Super. Ct. J. Ct. File No. CV-09-8241-00CL) in Toronto and Chapter 15 (Bankr. D. Del. Case No. 09-12123) of the U.S. Bankruptcy Code. Fraser is represented by Michael Barrack, Esq., Robert I. Thornton, Esq., and D.J. Miller, Esq., at ThorntonGroutFinnigan LLP, in Toronto, and Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Del. With adequate financing to support continuing operations, Fraser says it is developing a restructuring plan to present to its creditors -- hopefully by Oct. 16, 2009 -- with the objective of emerging with a sustainable and profitable specialty papers business. FREEDOM COMMUNICATIONS: Class Plaintiffs Want Examiner ------------------------------------------------------ Bill Rochelle at Bloomberg reports that class-action plaintiffs want an examiner to probe Freedom Communications Inc. whether if a transaction in 2004 was a fraudulent transfer. The plaintiffs brought suit on behalf of newspaper deliverers who, they contend, should have been treated as employees, not independent contractors. They are opposed to releases to be given in the proposed Chapter 11 plan to officers, directors and lenders. The class plaintiffs, at a Dec. 17 hearing, will ask the bankruptcy judge in Delaware to appoint an examiner to see if $160 million in payments to the lenders in 2004 were preferences. The plaintiffs say the transaction was "similar" to a leveraged buyout in that $900 million was paid to shareholders while operating companies took on new debt without receiving consideration. The class plaintiffs also want an investigation into a $3 million payment to the lenders' agent just before the Chapter 11 filing. They say releases are inappropriate in view of the "de minimis" payment to unsecured creditors. The Chapter 11 Plan 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. FUNDAMENTAL PROVISIONS: Files Chapter 11 to Keep Popeye Franchise ----------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Fundamental Provisions LLC, which operates 30 Popeye's chicken restaurants in three states, filed for Chapter 11 protection in Baton Rouge, Louisiana (Bankr. M.D. La. Case No. 09-11897), after the franchisor gave notice it would terminate the franchises for non- payment. According to the report, the Company, owned by Stanley Ware, is based in Gonzales, Louisiana, and has stores in Louisiana, Alabama and Florida, with 22 in Louisiana. The Company and three affiliates also in Chapter 11 owe $23 million on mortgages, $1.6 million on equipment leases, and $1.5 million to unsecured creditors. In addition, $3 million in taxes are unpaid, including a $1.8 million tax lien. FUSION TELECOM: Posts $1,810,989 Net Loss in Q3 2009 ---------------------------------------------------- Fusion Telecommunications International, Inc., reported a net loss of $1,810,989 on revenues of $11,853,020 for the three months ended September 30, 2009, compared with a net loss of $2,571,733 on revenues of $14,301,428 for the same period of 2008. Revenue for carriers decreased $2,656,896 million or 18.7%. This decrease was primarily caused by a decrease in the blended rate per minute and a decrease in the number of minutes. Revenues for Corporate Services and Other increased $208,488 or 216% to $304,834 during the three months ended September 30, 2009, from $96,346 during the three months ended September 30, 2008. The main factors contributing to the decrease in net loss were decreased operating expenses, and the reduction of losses attributable to discontinued operations. For the nine months ended September 30, 2009, the Company reported a net loss of $7,843,953 on revenues of $29,505,082, compared with a net loss of $7,828,684 on revenues of $36,664,770 for the same period last year. At September 30, 2009, the Company's consolidated balance sheets showed $6,749,842 in total assets and $13,205,951 in total liabilities, resulting in a $6,456,109 shareholders' deficit. The Company's consolidated balance sheets at September 30, 2009, also showed strained liquidity with $3,669,714 in total current assets available to pay $12,852,957 in total current liabilities. A full-text copy of the Company's Form 10-Q is available at no charge at http://researcharchives.com/t/s?4ba1 Going Concern Doubt At September 30, 2009, the Company had a working capital deficit of approximately $9.0 million and an accumulated deficit of approximately $137.5 million. The Company has continued to sustain losses from operations. In addition, the Company has not generated positive cash flow from operations since inception. Management is aware that its current cash resources are not adequate to fund its operations for the remainder of the year. During the nine months ended September 30, 2009, the Company raised approximately $2.5 million net of expenses from sale of its securities through private placement. The Company says it cannot make any guarantees if and when it will be able to attain profitability. These conditions, among others, raise substantial doubt about the Company's ability to continue operations as a going concern. About Fusion Telecommunications Headquartered in New York City, Fusion Telecommunications International, Inc. (Amex: FSN) -- http://www.fusiontel.com/-- delivers a full range of advanced IP-based services to corporations, consumers and carriers worldwide. Fusion's Efonica- branded VoIP products and services focus primarily on Asia, the Middle East, Africa and Latin America. GENCORP INC: Eyes Issuance of Up to $200-Mil. in Securities ----------------------------------------------------------- GenCorp Inc. filed with the Securities and Exchange Commission documents regarding its planned offering to sell up to $200,000,000 of debt securities and common stock, par value $0.10 per share. The securities may be offered and sold by GenCorp in one or more offerings. The debt securities may be convertible into or exercisable or exchangeable for common stock or other of GenCorp's securities or securities of one or more other entities. Shares of GenCorp common stock are traded on the New York Stock Exchange and the Chicago Stock Exchange under the symbol "GY". On December 8, 2009, the closing price of GenCorp's common stock on the New York Stock Exchange was $8.45. GenCorp may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. The accompanying prospectus describes some of the general terms that may apply to the securities. The specific terms of any securities to be offered will be described in a supplement to the prospectus. A full-text copy of the prospectus is available at no charge at: http://ResearchArchives.com/t/s?4b8f GenCorp Inc. manufactures aerospace and defense systems, with a separate real estate segment. GenCorp's Aerospace and Defense segment includes the operations of Aerojet-General Corporation, which develops and manufactures propulsion systems for defense and space applications, armament systems for precision tactical weapon systems and munitions applications. GenCorp's Real Estate segment includes activities related to the entitlement, sale, and leasing of excess real estate assets. GenCorp owns 12,200 acres of land adjacent to U.S. Highway 50 between Rancho Cordova and Folsom, California, east of Sacramento. GenCorp also owns 580 acres in Chino Hills, California. * * * In October 2009, Standard & Poor's Ratings Services affirmed GenCorp's 'CCC+' corporate credit rating. Moody's Investors Service affirmed all of the company's existing ratings, including the company's B3 Corporate Family Rating and Caa1 Probability of Default Rating. GENERAL MOTORS: Can't Escape Asbestos Claims, Remy Int'l Says ------------------------------------------------------------- Remy International Inc., the former Delco Remy parts division at General Motors, is seeking to block GM's attempt to walk away from a 15-year-old contract that provided for Remy's spinoff. According to an article by Eric Morath posted at The Wall Street Journal's Bankruptcy Beat, Remy alleged GM is seeking to terminate the deal to avoid paying legal costs related to asbestos claims. Mr. Morath relates Remy argued the purchase agreement that essentially created the new company can not be scrapped in bankruptcy as GM has done with other contracts. Remy said the insurance policies that protected it from the asbestos suits have been assumed by the portion of GM that emerged from bankruptcy. Mr. Morath relates GM had indemnified Remy and had paid legal expenses associated with product-liability claims -- including asbestos claims -- for parts made before the 1994 sale until shortly after GM filed for bankruptcy. "Liabilities for these GM owned properties were transferred to New GM as part of the sale and should be assumed by New GM," Remy said in court papers, according to Mr. Morath. Mr. Morath notes since GM filed for bankruptcy, Remy has been forced to defend itself against two newly filed asbestos claims and has had to pay $18,000 in legal bills for a case GM said it would defend but later dropped. There are also four other pending asbestos cases that GM continues to defend under the terms of the purchase agreement, Remy said, Mr. Morath relates. About Remy Worldwide Based in Anderson, Indiana, Remy Worldwide Holdings Inc. acts as a holding company of all the outstanding capital stock of Remy International Inc. Remy International -- http://www.remyinc.com/ -- manufactures, remanufactures and distributes Delco Remy brand heavy-duty systems and Remy brand starters and alternators, locomotive products and hybrid power technology. The company also provides a worldwide component core-exchange service for automobiles, light trucks, medium and heavy-duty trucks and other heavy-duty, off-road and industrial applications. Remy has operations in the United Kingdom, Mexico and Korea, among others. The company and its debtor-affiliates filed for Chapter 11 protection on Oct. 8, 2007 (Bankr. D. Del. Cases No. 07-11481 to 07-11509). The Debtors obtained confirmation from the Court of a Joint Prepackaged Plan of Reorganization on Nov. 20, and the Plan became effective December 5, 2007. At Sept. 30, 2006, Remy Worldwide's balance sheet showed total assets of $919,736,000 and total liabilities of $1,265,648,000. 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: Asks Court OK to Obtain $20MM DIP Financing -------------------------------------------------------------- QHB Holdings LLC, et al, seek authority from the U.S. Bankruptcy Court for the District of Delaware to obtain postpetition secured financing from a syndicate of lenders led by BNP Paribas as administrative agent. The DIP lenders have committed a $20,000,000 senior secured, superpriority debtor-in-possession financing facility, including a $5,000,000 letter of credit facility. The Debtors seek to enter into a proposed $20 million DIP Facility on a final basis after the Final Hearing. The Debtors propose to secure their obligations under the DIP Facility by, among other things, granting to the DIP Agent for the benefit of the DIP Secured Parties, senior, priming and/or junior liens on all of the Debtors' prepetition and post-petition assets and property, with certain exceptions. The DIP Credit Agreement and the Final Order also provide the proposed lenders under the DIP Facility with allowed superpriority administrative expense claims. Eric Michael Sutty, Esq., at Fox Rothschild LLP, the attorney for the Debtors, explains that the Debtors need the money to permanently reduce and repay the Pre-Petition Revolving Loans then outstanding. The remaining proceeds will be used to fund the Chapter 11 Cases, to pay fees and expenses associated with the DIP Facility, and for working capital and other corporate purposes of the Debtors. The DIP facility will mature 90 days after the date on which the initial extensions of credit under the DIP Facility are made. Each Eurodollar Loan will bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus 5.25%. Each Base Rate Loan will bear interest at a rate per annum equal to the Base Rate plus 4.25%. In the event of default, the Debtors will pay an additional 2.00% default interest per annum. In exchange for the DIP facility, the Debtor must grant the Lenders: (a) First Lien on Unencumbered Property; (b) Liens Priming Pre-Petition Secured Parties' Liens; (c) Liens Junior to Certain Other Liens; and (d) Liens Senior to Certain Other Liens. The DIP lien is subject to a carve-out of up to $500,000 plus the amount of unpaid professional fees and expenses incurred by the Debtors. The Debtors covenant with the lenders that they won't: (a) as of the last Business Day of any calendar week during which Total Liquidity is equal to or less than $12,500,000, suffer or permit: (i) cumulative Operating Cash Receipts of the Debtors to be less than 80% of the minimum cumulative Operating Cash Receipts budgeted for the period as set forth in the Approved Budget; (ii) cumulative Operating Disbursements of the Debtors to exceed 115% of the maximum cumulative Operating Disbursements budgeted for the period as set forth in the Approved Budget; (iii) cumulative Financial Disbursements of the Debtors, to exceed the maximum cumulative Financial Disbursements budgeted for the period as set forth in the Approved Budget. (b) suffer or permit the maximum cumulative Professional Fee Disbursements of the Debtors and its Subsidiaries to exceed $6,000,000; and (c) at any time, suffer or permit Total Liquidity to be less than $8,000,000. The Debtors are required to pay a host of fees to the Administrative Agent, including a commitment pay for the period from the Filing Date to the last day of the Revolving Commitment Period, computed at the Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of the Lenders during the period for which payment is made, payable in arrears on the last day of each month and on the Revolving Termination Date, commencing on the first of the dates to occur after the date of the DIP Credit Agreement. A copy of the DIP Credit Agreement is available for free at: http://bankrupt.com/misc/QHB_HOLDINGS_dip_credit_pact.pdf About Generation Brands 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 Holdings, Inc., Quality Home Brands Holdings LLC and other affiliates filed for bankruptcy protection on December 4, 2009 (Bankr. D. Del. Case No. 09-14312). Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP assist the Debtors in their restructuring efforts. QHB Holdings listed $500,000,001 to $1,000,000,000 in assets and $500,000,001 to $1,000,000,000 in liabilities. GENERATION BRANDS: Can Hire Epiq as Claims Agent ------------------------------------------------ QHB Holdings LLC, et al. sought and obtained the approval of the U.S. Bankruptcy Court for the District of Delaware to appoint Epiq Bankruptcy Solutions LLC as noticing, claims and balloting agent. Epiq will, among other things: (i) serve as the Court's noticing agent to mail notices to the Debtors' creditors and parties in interest; (ii) provide computerized claims, claims objection and balloting services; (iii) provide expertise, consultation, and assistance in claim and ballot processing and other administrative information related to the Debtors' bankruptcy cases; and (iv) assist the Debtors in the preparation and filing of the Schedules of Assets and Liabilities and Statements of Financial Affairs. Epiq will be paid based on its engagement letter with the Debtors. A copy of the engagement letter is available for free at: http://bankrupt.com/misc/QHB_HOLDINGS_services_pact.pdf Daniel C. McElhinney, an executive director of Epiq, assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Generation Brands 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 Holdings, Inc., Quality Home Brands Holdings LLC and other affiliates filed for bankruptcy protection on December 4, 2009 (Bankr. D. Del. Case No. 09-14312). Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP assist the Debtors in their restructuring efforts. QHB Holdings listed $500,000,001 to $1,000,000,000 in assets and $500,000,001 to $1,000,000,000 in liabilities. GENERATION BRANDS: Gets Interim Nod to Access Cash Collateral ------------------------------------------------------------- QHB Holdings LLB, et al. sought and obtained authority from the U.S. Bankruptcy Court for the District of Delaware to use, on an interim basis, the cash collateral securing their obligation to their prepetition lenders. As of the Petition Date, the Company estimates that it has approximately $13.4 million in aggregate Cash Collateral in various bank accounts held at JPMorgan Chase Bank, Wachovia Bank, N.A. and Standard Chartered Bank. The Company issued $35 million in Senior Notes due 2013 and entered into a First Lien Credit Agreement and Second Lien Credit Agreement on June 20, 2006. Eric Michael Sutty, Esq., at Fox Rothschild LLP, the attorney for the Debtors, explains that the Debtors need the money to fund their Chapter 11 case, pay suppliers and other parties. Mr. Sutty says that the Debtors have obtained a DIP financing commitment from a syndicate of lenders led by BNP Paribas and are seeking court approval of the DIP facility. However, he says, the Debtors will also use the Cash Collateral to provide additional liquidity. In exchange for using the cash collateral, the Debtors propose to grant The Pre-Petition Secured Parties adequate protection to the extent of any diminution in the value of their interests in the Pre-Petition Collateral, in the form of replacement liens on substantially all of the Debtors' assets and property and superpriority claims. The Debtors will use the collateral pursuant to a weekly budget, a copy of which is available for free at: http://bankrupt.com/misc/QHB_HOLDINGS_budget.pdf A final hearing on the Debtors' request to use cash collateral will be held on December 23, 2009, at 1:30 p.m., prevailing Eastern time. About Generation Brands 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 Holdings, Inc., Quality Home Brands Holdings LLC and other affiliates filed for bankruptcy protection on December 4, 2009 (Bankr. D. Del. Case No. 09-14312). Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP assist the Debtors in their restructuring efforts. QHB Holdings listed $500,000,001 to $1,000,000,000 in assets and $500,000,001 to $1,000,000,000 in liabilities. GENERATION BRANDS: Moody's Downgrades QHB Family Rating to 'Ca' --------------------------------------------------------------- Moody's Investors Service downgraded Quality Home Brands Holdings LLC's probability-of-default rating to D from Caa2 and the corporate family rating to Ca from Caa1. The downgrade was prompted by Quality Home Brands' recent filing of a pre-packaged plan of reorganization under Chapter 11 of the United States Bankruptcy Code. Moody's also downgraded the first lien credit facilities to Caa3 from B2 and the second lien term loan to C from Caa2. If the reorganization plan is confirmed, it would result in the conversion of a portion of the first lien term loan to new PIK term loans with the remaining amount continued under the terms of an amended first lien credit agreement. The entire second lien term loan and holding notes (unrated) would be converted into common equity. Subsequent to the actions, all ratings of Quality Home Brands will be withdrawn because the issuer has entered bankruptcy. These ratings were downgraded: * Corporate family rating to Ca from Caa1; * Probability-of-default rating to D from Caa2; * $20 million 1st lien senior secured revolver due 2012 to Caa3 (LGD3, 37%) from B2 (LGD2, 16%); * $231 million 1st lien senior secured term loan due 2012 to Caa3 (LGD3, 37%) from B2 (LGD2, 16%); * $100 million 2nd lien term loan due 2013 to C (LGD5, 84%) from Caa2 (LGD4, 56%). The last rating action was on July 21, 2009 when Moody's downgraded Quality Home Brands' corporate family rating to Caa1 from B3 and its probability-of-default rating to Caa2 from Caa1. Moody's also affirmed the B2 rating on the first lien credit facilities and the Caa2 rating on the second lien term loan. The ratings outlook remained negative. Quality Home Brands Holdings LLC is a designer, manufacturer, importer, and marketer of lighting fixtures headquartered in North Carolina. GERALD MCCULLOUCH: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Gerald Burrow McCullouch aka Gerald B McCullonan 720 West 173rd Street, Apt. 5 New York, NY 10032 Bankruptcy Case No.: 09-17271 Chapter 11 Petition Date: December 11, 2009 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Stuart M. Bernstein Debtor's Counsel: Erica R. Feynman, Esq. Rattet, Pasternak & Gordon-Oliver, LLP 550 Mamaroneck Avenue Harrison, NY 10528 Tel: (914) 381-7400 Fax: (914) 381-7406 Email: efeynman@rattetlaw.com Jonathan S. Pasternak, Esq. Rattet, Pasternak & Gordon Oliver, LLP 550 Mamaroneck Avenue, Suite 510 Harrison, NY 10528 Tel: (914) 381-7400 Fax: (914) 381-7406 Email: jsp@rattetlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of Mr. McCullouch's petition, including a list of his 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nysb09-17271.pdf The petition was signed by Mr. McCullouch GREENSHIFT CORP: YA Global Agrees to Restructure $42.7MM Debt ------------------------------------------------------------- GreenShift Corporation and its subsidiaries, Viridis Capital, LLC, and YA Global Investments, L.P., on December 9, 2009, entered into a Global Forbearance Agreement. The parties agreed that, subject to the satisfaction of certain specified conditions, they would restructure about $42,727,603 in senior secured debt issued by GreenShift and its subsidiaries to YA Global. In consideration of the undertakings by GreenShift and its affiliates in the Agreement, YA Global agreed to forbear enforcing the rights that have accrued to it by reason of GreenShift's several defaults under the terms of the Senior Loans, subject to the satisfaction of certain conditions. Amended and Restated Debenture YA Global agreed to amend, restate and consolidate the Senior Loans into a single convertible debenture in the original principal amount of $42,727,603. The A&R Debenture will mature on March 31, 2011, and shall bear interest at the annual rate of 6%, a reduction from the average annual rate of 12% previously due under the Senior Loans. Repayment Terms Pursuant to the terms of the A&R Debentures, GreenShift will pay YA Global $800,000 per quarter for the four calendar quarters commencing January 1, 2010, and $1,200,000 per quarter for the calendar quarter commencing January 1, 2011. YA Global will have the right, but not the obligation, to convert any portion of the A&R Debentures into GreenShift common stock at a rate equal to the lesser of (a) $1.00 or (b) 90% of the lowest daily volume weighted average price of GreenShift common stock during the 20 consecutive trading days immediately preceding the conversion date. Each Installment Payment will be reduced by the amount of any conversions performed by YA Global on a cumulative basis. YA Global will not be permitted, however, to convert into a number of shares that would cause it to own more than 4.99% of the outstanding GreenShift common shares. Viridis Guaranty YA Global will have the continuing right under the Agreement to exercise its rights as a secured creditor with respect to certain shares of preferred stock in GreenShift and EcoSystem Corporation beneficially owned by Viridis that have been pledged by Viridis to YA Global, including, without limitation, the right to require the conversion of any such preferred shares into common stock, and to have such common stock transferred into the name of YA Global and sold. The proceeds received by YA Global from any such sales, net of reasonable costs and expenses, will be applied towards reduction of the amounts due under the A&R Debenture and related documents. Conditions to Forbearance YA Global's agreement to forbear under the Agreement will be subject to the satisfaction of certain conditions. Among the conditions is a requirement that the holders of all other obligations for borrowed money issued by GreenShift will subordinate their rights to those of YA Global, and that the holders of any convertible debentures will agree that the aggregate conversions of such debentures or subsequent sales of common stock in any given month will not exceed 5% of the preceding month's total value traded for the common stock. About GreenShift GreenShift Corporation develops and commercializes clean technologies that facilitate the efficient use of natural resources. The Company currently owns four corn oil extraction facilities based on its patented and patent-pending corn oil extraction technologies that are located at its licensee's ethanol plants in Oshkosh, Wisconsin, Medina, New York, Marion, Indiana, and Riga, Michigan. At September 30, 2009, the Company had $21,393,451 in total assets against $77,426,169 in total liabilities. At September 30, 2009, the Company had accumulated deficit of $144,698,118 and total deficit of $56,032,718. The Company had a working capital deficit of $66,705,102 at September 30, 2009. GROVELAND ESTATES: Sec. 341 Creditors Meeting Set for Jan. 4 ------------------------------------------------------------ The U.S. Trustee for Region 21 will convene a meeting of Groveland Estates, LLC's creditors on January 4, 2010, at 9:00 a.m. at 6th Floor Suite 600, 135 West Central Boulevard, Orlando, FL 32801. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Groveland, Florida-based Groveland Estates, LLC, filed for Chapter 11 bankruptcy protection on December 3, 2009 (Bankr. M.D. Fla. Case No. 09-18492). Aldo G. Bartolone, Jr., Esq., at Consumer Law Group LLP assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. GXS WORLDWIDE: Moody's Assigns 'B2' Rating on $750 Mil. Notes ------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to GXS Worldwide, Inc., proposed $750 million senior secured notes and affirmed the company's B2 corporate family rating with a stable outlook. Proceeds from the proposed debt offering will be used to refinance GXS' existing debt, and finance the proposed acquisition of Inovis International Inc. The B2 corporate family rating incorporates Moody's favorable view of the intended transaction along with the enhanced scale and diversity that GXS is expected to gain from the Inovis acquisition as well as GXS' already leading market position in the supply chain messaging market. Additionally, the B2 rating reflects the company's high EBITDA margins and stable free cash flow generation prospects supported by the combined company's large portion of recurring revenues (88% of total pro forma LTM revenues), diverse customer base and relatively high customer retention rates (in excess of 90%), as well as Moody's expectation that the company will maintain a good liquidity profile. The rating however is constrained by the company's high pro forma leverage with debt to EBITDA pre-cost savings expected to be approximately 5.0x, low pro forma net interest coverage to be approximately 2.0x, by the decline in the messaging services business and the near-term integration risk from the sizable proposed acquisition of Inovis. The stable ratings outlook reflects Moody's expectation that GXS will continue to maintain its leading market position and generate strong EBITDA margins and stable free cash flows. This new rating was assigned: * $750 million Senior Secured Notes due 2015 -- B2, LGD3, 47% The new instrument rating is subject to closing of the transaction and Moody's final review of the executed documents. These ratings are affirmed: * Corporate Family rating -- B2 * Probability of Default rating -- B2 Upon closing of the proposed transaction, Moody's will withdraw these ratings: * $50 million senior secured revolving credit facility due 2012, Ba3, LGD2, 25% * $335 million senior secured first lien term loan due 2012, Ba3, LGD2, 25% * $175 million senior secured second lien term loan due 2013 to B3, LGD5, 74% The ratings outlook is stable. Moody's most recent rating action on GXS was on June 1, 2009, when Moody's affirmed the B2 corporate family rating with a stable outlook. Headquartered in Gaithersburg, MD, GXS operates a B2B transaction network for the management of business documents used to facilitate processes and communication among supply chain trading partners. Combined pro forma revenues were $485 million for the twelve months ended September 30, 2009. H. THOMAS O'HARA: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: H. Thomas O'Hara Architect PLLC 135 West 36th Street, 11th Floor New York, NY 10018 Bankruptcy Case No.: 09-17281 Chapter 11 Petition Date: December 11, 2009 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Stuart M. Bernstein Debtor's Counsel: John H. Hall, Jr., Esq. Pryor & Mandelup LLP 675 Old Country Road Westbury, NY 11590 Tel: (516) 997-0999 Fax: (516) 333-7333 Email: jh@pryormandelup.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 $1,220,025 and total debts of $4,345,853. 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/nysb09-17281.pdf The petition was signed by H. Thomas O'Hara, managing member of the Company. HARRAH'S OPERATING: Bank Debt Trades at 2.37% Off ------------------------------------------------- Participations in a syndicated loan under which Harrah's Operating Company, Inc., is a borrower traded in the secondary market at 97.63 cents-on-the-dollar during the week ended Friday, Dec. 11, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 1.03 percentage points from the previous week, The Journal relates. The Company pays 750 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 23, 2016, and carries Moody's Caa1 rating and Standard & Poor's B- rating. The debt is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Dec. 11. Las Vegas, Nevada-based Harrah's Entertainment, Inc. -- http://www.harrahs.com/-- through its wholly owned subsidiary, Harrah's Operating Company, Inc., operates nearly 40 casinos across the United States, primarily under the Harrah's(R), Caesars(R) and Horseshoe(R) brand names; Harrah's also owns the London Clubs International family of casinos and the World Series of Poker(R). Private equity firms Apollo Global Management and TPG Capital LP acquired Harrah's in January for $31 billion. As of June 30, 2009, the Company had $30.7 billion in total assets and total current liabilities of $1.71 billion, long-term debt of $19.3 billion, deferred credits and other of $718.2 million, deferred income taxes of $5.74 billion, and preferred stock of $2.46 billion. Harrah's Entertainment carries a 'Caa3' Corporate Family rating, and a 'Caa3' Probability of default rating from Moody's. The ratings "reflect very high leverage and a negative outlook for gaming demand over the next year," Moody's said in September 2009. HAWAII BIOTECH: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Hawaii Biotech, Inc. 99-193 Aiea Heights Drive, #200 Aiea, HI 96701 Bankruptcy Case No.: 09-02908 Chapter 11 Petition Date: December 11, 2009 Court: United States Bankruptcy Court District of Hawaii (Honolulu) Judge: Bankruptcy Judge Robert J. Faris Debtor's Counsel: Jerrold K. Guben, Esq. O'Connor Playdon & Guben 733 Bishop St., Fl. 24 Honolulu, HI 96813 Tel: (808) 524-8350 Fax: (808) 531-8628 Email: jkg@roplaw.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/hib09-02908.pdf The petition was signed by Elliot Parks, Ph.D., chief executive officer of the Company. HCA INC: Bank Debt Trades at 5% Off in Secondary Market ------------------------------------------------------- Participations in a syndicated loan under which HCA, Inc., is a borrower traded in the secondary market at 95.36 cents-on-the- dollar during the week ended Friday, Dec. 11, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 1.76 percentage points from the previous week, The Journal relates. The Company pays 225 basis points above LIBOR to borrow under the facility. The bank loan matures on Nov. 6, 2013, and carries Moody's Ba3 rating and Standard & Poor's BB rating. The debt is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Dec. 11. Headquartered in Nashville, Tennessee, HCA, Inc. -- http://www.hcahealthcare.com/-- is the nation's leading provider of healthcare services. As of June 30, 2008, HCA operated 169 hospitals and 107 freestanding surgery centers, including eight hospitals and eight freestanding surgery centers operated through equity method joint ventures. HCA, Inc. carries a 'B2' long term corporate family rating from Moody's, a 'B' long term issuer default rating from Fitch, and 'B+' issuer credit ratings from Standard & Poor's. HEALTH MANAGEMENT: Bank Debt Trades at 8% Off in Secondary Market ----------------------------------------------------------------- Participations in a syndicated loan under which Health Management Associates, Inc., is a borrower traded in the secondary market at 92.18 cents-on-the-dollar during the week ended Friday, Dec. 11, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 1.78 percentage points from the previous week, The Journal relates. The loan matures on Feb. 28, 2014. The Company pays 175 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's B1 rating and Standard & Poor's BB- rating. The debt is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Dec. 11. Headquartered in Naples, Florida, Health Management Associates is an owner and operator of acute-care hospitals in non-urban settings. The company provides inpatient services such as general surgery, and oncology as well as outpatient services such as laboratory, x-ray and physical therapy services. In addition, some facilities also offer specialty services such as cardiology, radiation therapy and MRI scanning. Health Management carries a 'B1' long term corporate and probability of default ratings, with stable outlook, from Moody's, a 'B+' issuer credit ratings, with negative outlook, from Standard & Poor's, and a 'B+' long term issuer default rating, with stable outlook, from Fitch. HERTZ CORP: Bank Debt Trades at 7% Off in Secondary Market ---------------------------------------------------------- Participations in a syndicated loan under which Hertz Corporation is a borrower traded in the secondary market at 93.02 cents-on- the-dollar during the week ended Friday, Dec. 11, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 0.95 percentage points from the previous week, The Journal relates. The loan matures on Dec. 21, 2012. The Company pays 175 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's Ba1 rating and Standard & Poor's BB- rating. The debt is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Dec. 11. The Hertz Corporation, a subsidiary of Hertz Global Holdings, Inc. (NYSE: HTZ), based in Park Ridge, New Jersey, is the world's largest general use car rental brand, operating from approximately 8,000 locations in 147 countries worldwide. Hertz also operates one of the world's largest equipment rental businesses, Hertz Equipment Rental Corporation, through more than 375 branches in the United States, Canada, France, Spain and China. In July, Fitch Ratings downgraded Hertz Corporation's Issuer Default Rating to 'BB-' from 'BB', and Moody's lowered Hertz's Corporate Family Rating and Probability of Default to 'B1' from 'Ba3'. HUNTSMAN ICI: Bank Debt Trades at 9% Off in Secondary Market ------------------------------------------------------------ Participations in a syndicated loan under which Huntsman ICI is a borrower traded in the secondary market at 91.48 cents-on-the- dollar during the week ended Friday, Dec. 11, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 0.99 percentage points from the previous week, The Journal relates. The Company pays 175 basis points above LIBOR to borrow under the facility. The bank loan matures on April 23, 2014, and carries Moody's Ba2 rating and Standard & Poor's B+ rating. The debt is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Dec. 11. Huntsman Corp. -- http://www.huntsman.com/-- is a global manufacturer and marketer of differentiated chemicals. Its operating companies manufacture products for a variety of global industries, including chemicals, plastics, automotive, aviation, textiles, footwear, paints and coatings, construction, technology, agriculture, health care, detergent, personal care, furniture, appliances and packaging. Originally known for pioneering innovations in packaging and, later, for rapid and integrated growth in petrochemicals, Huntsman has more than 12,000 employees and operates from multiple locations worldwide. The Company had 2008 revenues exceeding $10 billion. IDEARC INC: Bank Debt Trades at 51.2% Off in Secondary Market ------------------------------------------------------------- Participations in a syndicated loan under which Idearc, Inc., is a borrower traded in the secondary market at 48.80 cents-on-the- dollar during the week ended Friday, Dec. 11, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 0.91 percentage points from the previous week, The Journal relates. The loan matures on Nov. 17, 2014. The Company pays 200 basis points above LIBOR to borrow under the facility. Moody's has withdrawn its rating while Standard & Poor's has assigned a default rating on the bank debt. The debt is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Dec. 11. Headquartered in DFW Airport, Texas, Idearc, Inc. (NYSE: IAR) -- http://www.idearc.com/-- formerly known as Directories Disposition Corporation, provides yellow and white page directories and related advertising products in the United States and the District of Columbia. Products include print yellow pages, print white pages, Superpages.com, Switchboard.com and LocalSearch.com, the company's online local search resources, and Superpages Mobile, their information directory for wireless subscribers. Idearc is the exclusive official publisher of Verizon print directories in the markets in which Verizon is currently the incumbent local exchange carrier. Idearc uses the Verizon brand on their print directories in their incumbent markets, well as in their expansion markets. Idearc and its affiliates filed for Chapter 11 protection on March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828). Toby L. Gerber, Esq., at Fulbright & Jaworski, LLP, represents the Debtors in their restructuring efforts. The Debtors have tapped Moelis & Company as their investment banker; Kurtzman Carson Consultants LLC as their claims agent. William T. Neary, the United States Trustee for Region 6, appointed six creditors to serve on an official committee of unsecured creditors of Idearc, Inc., and its debtor-affiliates. The Committee selected Mark Milbank, Tweed, Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co- counsel. The Debtors' financial condition as of Dec. 31, 2008, showed total assets of $1,815,000,000 and total debts of $9,515,000,000. IDEARC INC: Expects to Emerge from Bankruptcy December 31 --------------------------------------------------------- Following a two-day confirmation hearing, Idearc Inc. disclosed that the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, has asked Idearc to submit a proposed final order confirming Idearc's plan of reorganization for its review and execution. During the hearings, the Court also approved a global settlement agreement reached by Idearc and its major creditor groups that resolves all pending litigation among the parties and all objections by such parties to confirmation of the plan of reorganization. Subject to the Court's entry of a formal order expected to occur within the next two weeks, the Company anticipates emergence from its Chapter 11 bankruptcy proceedings on or about December 31, 2009. "We are very pleased with the progress over these past two days which positions the company to complete our financial restructuring by year-end," said Scott W. Klein, chief executive officer of Idearc Inc. "We anticipate we will emerge from this reorganization process with a much stronger balance sheet that will help support our future strategic business plans and objectives." Under Idearc's proposed plan of reorganization, the Company's total debt will be reduced from approximately $9 billion to $2.75 billion of secured bank debt, with the Company's current bank debt holders, bond holders and certain other creditors receiving new common stock of reorganized Idearc or, if they choose, cash (subject to proration and closing conditions). The proposed plan provides that the current holders of Idearc's common stock will not receive any distributions as part of the reorganization, and their equity interests will be cancelled and have no value once the plan becomes effective. "I appreciate the tireless commitment of our team," Klein said. "It is largely due to their hard work and dedication that we were able to achieve the timely completion of the Chapter 11 process. We are also grateful to our various constituencies for their support." About Idearc Inc. Headquartered in DFW Airport, Texas, Idearc, Inc. (NYSE: IAR) -- http://www.idearc.com/-- formerly known as Directories Disposition Corporation, provides yellow and white page directories and related advertising products in the United States and the District of Columbia. Products include print yellow pages, print white pages, Superpages.com, Switchboard.com and LocalSearch.com, the company's online local search resources, and Superpages Mobile, their information directory for wireless subscribers. Idearc is the exclusive official publisher of Verizon print directories in the markets in which Verizon is currently the incumbent local exchange carrier. Idearc uses the Verizon brand on their print directories in their incumbent markets, well as in their expansion markets. Idearc and its affiliates filed for Chapter 11 protection on March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828). Toby L. Gerber, Esq., at Fulbright & Jaworski, LLP, represents the Debtors in their restructuring efforts. The Debtors have tapped Moelis & Company as their investment banker; Kurtzman Carson Consultants LLC as their claims agent. William T. Neary, the United States Trustee for Region 6, appointed six creditors to serve on an official committee of unsecured creditors of Idearc, Inc., and its debtor-affiliates. The Committee selected Mark Milbank, Tweed, Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co- counsel. The Debtors' financial condition as of Dec. 31, 2008, showed total assets of $1,815,000,000 and total debts of $9,515,000,000. INKSTOP STORES: Starts Liquidation Sales for Stores --------------------------------------------------- InkStop Stores, a retailer who abruptly locked employees out of stores in October, started liquidation sale this week by court order to return money to creditors. Liquidation sales will be in Philadelphia, PA, Washington, DC, Cleveland, OH, Detroit, MI, Atlanta, GA, St. Louis, MO, Dallas, TX, and Denver, CO. Grand Rapids, Michigan-based Liquid Asset Partners and Chicago-based Solid Asset Solutions will run a liquidation sale of 150 Stores of Merchandise from 27 selected sale stores. The liquidation event will be the largest electronics sale this holiday to buy digital cameras, GPS's, MP3 players, computer gadgets and printer ink at liquidation prices. The bankruptcy court order directs Liquid Asset Partners LLC and Solid Asset Solutions LLC to sell millions of dollars of inventory and equipment owned by InkStop. The Liquidation firms are charged with the task of re-opening the sale sites in a very short few days. They cut deals with landlords and work with utility companies to get heat and electricity turned on. Some stores even hold sales without heat or electricity, due to delays with utility companies. The discounts in sale stores are 50% off or more starting Friday, December 11. "We truly feel for the employees and their families during this holiday," says Bill Melvin Jr., CEO of Liquid Asset Partners. "These stores were closed in an abrupt fashion and we've re- opening them quickly to try to save as much value as possible for all involved. We are open for liquidations in the selected stores and the customer response is tremendous!" The Bankruptcy Court order states that everything must be sold. Regardless of cost or loss, millions of dollars worth of inventory will be sold thru 27 locations. The Liquidation firms will be selling at enormous discounts, right from the start. Customers can buy ink for their printers as well as cameras, and gadgets for the computer fanatic. "These electronics represent a huge inventory to sell during the month of December. To make the sale successful we are prepared to deeply discount the inventory and sell everything in one month!" says Bill Melvin Jr., CEO of Liquid Asset Partners. "The market is very soft and we are prepared to deeply discount everything," Melvin says. " It's stacked high and we're selling it cheap. The public won't want to miss these deals". The liquidation sale is going on now at 27 selected liquidation locations in Philadelphia, PA, Washington, DC, Cleveland, OH, Detroit, MI, Atlanta, GA, St. Louis, MO, Dallas, TX and Denver, CO markets. It is open to the public everyday until everything is sold. Hours of operation are 10 am till 7 pm Monday thru Saturday and 12 noon to 5 pm on Sunday. About InkStop Stores InkStop Stores is a Cleveland, OH-based retailer. INNOPHOS HOLDINGS: Moody's Affirms 'Ba3' Corp. Family Rating ------------------------------------------------------------ Moody's Investors Service upgraded Innophos Holdings, Inc.'s Speculative Grade Liquidity rating to SGL-1 from SGL-2, primarily reflecting its strong cash balances and expectations for continued positive free cash flow. Moody's also affirmed Innophos' Ba3 Corporate Family Rating. The outlook for the rating is stable. The upgrade of short term liquidity rating to SGL-1 reflects Moody's expectation that Innophos will have strong liquidity over the next 12 months, supported by its cash balances ($124 million as of September 30, 2009), positive free cash flow, access to its undrawn $65 million ABL revolving credit facility and good flexibility under its financial covenants. In 2009, Innophos established a new $65 million asset backed revolver that matures in May 2013 and repaid the outstanding principal on the term loan ($126.5 million). The company now has $246 million of balance sheet debt outstanding with an undrawn revolver. The company had $51.8 million (as of September 30, 2009) of availability above the minimum availability requirement in non-default conditions of $6.5 million under its $65 million revolving credit facility. In addition to mandating that the company maintain at least $6.5 million of excess availability at all times under it, the credit facility also requires maintenance of a fixed charge coverage ratio greater than 1.0x, in case of default or if the availability goes below $16 million. The company has historically generated positive free cash flow that benefited from low capital expenditures compared to its depreciation and moderate use of cash for working capital requirements (the majority of the company's businesses are not seasonal). The firm pays dividends totaling approximately $14 million per year. The company does not have any meaningful near-term debt maturities. (The $56 million senior unsecured notes and $190 million subordinated notes are due in 2012 and 2014, respectively.) Innophos' Ba3 CFR reflects its relatively low debt level, strong current credit metrics, high and stable EBITDA margins and strong cash flow for its rating category. The company continues to benefit from demand in many of its key markets, which are not highly cyclical (e.g., food & beverage, consumer products, etc.), and the continuing ability to pass through raw material cost increases; and thereby has been successful in generating healthy cash flow from operations despite the global economic downturn. However, the rating also reflects its modest size (revenue base is less than $750 million), narrow business profile, uncertainty over phosphate rock supply to its Mexican operation after the September 2010 contract expiration, and potential for a period of depressed volume due to the economic slowdown in North America. The rating also incorporates a low likelihood of Mexican tax liabilities and an unfavorable judgment from its arbitration with its sole phosphate rock supplier to its Mexican operations. The stable rating outlook reflects Moody's expectations the company will maintain healthy operating margins, continue to generate positive free cash flow, and not be materially impacted by any negative developments in its phosphate rock supply arbitration. Moody's could take a positive rating action on Innophos if the sales volumes return to historical levels, credit metrics remain strong for the rating category, the company achieves a satisfactory resolution to the ongoing arbitration with OCP and the issue of certainty of phosphate rock supply for its Mexican operations is resolved. Moody's last rating action for Innophos was on September 16, 2008, when Moody's upgraded Innophos' CFR to Ba3 from B1. Innophos Holdings, Inc., a publicly trade company, is the parent company of Innophos Investments Holdings, Inc., which owns 100% of Innophos, Inc. Innophos, Inc., is the largest North American manufacturer of specialty phosphate salts, acids and related products serving a diverse range of customers across multiple applications, geographies and channels. Headquartered in Cranbury, New Jersey, the company has manufacturing operations in the US, Canada and Mexico. Its revenues for the 12 months ended September 30, 2009, were $736 million. INSTANT WEB: Moody's Withdraws 'B3' Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service has withdrawn all ratings for Instant Web Inc. The ratings have been withdrawn because Moody's believes it lacks adequate information to maintain a rating. These ratings will be withdrawn: Instant Web, Inc. -- Probability of Default Rating, B3, Withdrawn -- Corporate Family Rating, B3, Withdrawn -- Senior Secured Second Lien Term Loan, Caa2 LGD6 93%, Withdrawn -- Senior Secured First Lien Credit Facility, B1 LGD3 32%, Withdrawn -- Outlook, Negative, Withdrawn The last rating action for Instant Web Inc. was on July 31, 2008, when Moody's downgraded the corporate family rating to B3 from B2. Instant Web Inc.'s ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of Instant Web's core industry and Instant Web's ratings are believed to be comparable to those of other issuers of similar credit risk. Headquartered in Chanhassen, Minnesota, Instant Web, Inc., a wholly-owned subsidiary of parent holding company IWCO Direct Holdings, Inc., provides its clients an integrated package of direct mail production services, including print, envelope, plastic, mailing, and data services. The company is the largest commingler of standard mail in North America. INTERNATIONAL 80 LLC: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: International 80, LLC, a Nevada Limited Liability Company P.O. Box 709012 Sandy, UT 84070 Bankruptcy Case No.: 09-33797 Chapter 11 Petition Date: December 10, 2009 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Debtor's Counsel: Anna W. Drake, Esq. 175 South Main Street, Suite 1250 Salt Lake City, UT 84111 Tel: (801) 328-9792 Fax: (801) 530-5955 Email: annadrake@att.net 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 Gordon R. Jacobson. IPCS INC: Sprint Nextel Files Amendment No. 1 to Schedule 13D ------------------------------------------------------------- Sprint Nextel Corp. has filed with the Securities and Exchange Commission Amendment No. 1 to its Schedule 13D which was initially filed on October 28, 2009, with respect to the common stock, par value $.01 per share, of iPCS, Inc. Items 4, 5 and 6 have been amended in this Amendment No. 1 as a result of the merger of Ireland Acquisition Corporation, a wholly owned subsidiary of Sprint Nextel, with and into the iPCS, Inc. on December 4, 2009. As reported in the TCR on December 8, 2009, Sprint Nextel Corporation on December 4 said it has successfully completed its acquisition of iPCS, Inc. Under the terms of the transaction, announced in October, Sprint Nextel acquired iPCS for approximately $831 million, including the assumption of $405 million of net debt. Sprint Nextel acquired all of iPCS's outstanding common shares for $24.00 per share in an all-cash transaction. As a result of the completion of the merger, iPCS is now a wholly- owned subsidiary of Sprint Nextel. iPCS shares ceased trading on NASDAQ as of the closing of the market Friday and will be delisted. The completion of this acquisition also allows Sprint Nextel and iPCS to resolve all the litigation pending between them. On November 25, 2009, pursuant to the Agreement and Plan of Merger, dated as of October 18, by and among Sprint Nextel Corporation, Ireland Acquisition Corporation, a wholly owned subsidiary of Sprint Nextel, and iPCS, Inc., Sprint Nextel completed a cash tender offer to acquire all of the outstanding shares of common stock, par value $0.01 per share, of iPCS at a price of $24.00 per share, net to the holder in cash, without interest and less any required withholding taxes. At the expiration of the Tender Offer, a total of 10.399 million shares of iPCS common stock were validly tendered and not withdrawn (with approximately 1.893 million additional shares being tendered by notice of guaranteed delivery). As of December 3, 2009, the offeror held approximately 11.593 million shares, representing 70.3% of the outstanding shares. In order to complete the merger as a "short form" merger under Delaware law, the offeror exercised its Top-Up Option. The offeror purchased the shares pursuant to the exercise of the Top- Up Option on December 4, 2009, following which the offeror effected a short-form merger with and into the Company under Delaware law. As a result of the merger, the separate corporate existence of the offeror ceased and the Company continues as the surviving corporation of the merger and a wholly owned subsidiary of Sprint Nextel. A full-text copy of Sprint Nextel's amended Schedule 13D is available for free at http://researcharchives.com/t/s?4b84 A full-text copy of Sprint Nextel's Schedule 13D is available for free at http://researcharchives.com/t/s?47e0 About iPCS, Inc. Schaumburg, Illinois-based iPCS, Inc. (NASDAQ: IPCS) - http://ipcswirelessinc.com/-- through its operating subsidiaries, is a Sprint PCS Affiliate of Sprint Nextel Corporation with the exclusive right to sell wireless mobility communications network products and services under the Sprint brand in 81 markets including markets in Illinois, Michigan, Pennsylvania, Indiana, Iowa, Ohio and Tennessee. The territory includes key markets such as Grand Rapids (MI), Fort Wayne (IN), the Tri-Cities region of Tennessee (Johnson City, Kingsport and Bristol), Scranton (PA), Saginaw-Bay City (MI), Central Illinois (Peoria, Springfield, Decatur, and Champaign) and the Quad Cities region of Illinois and Iowa (Bettendorf and Davenport, IA, and Moline and Rock Island, IL). As of September 30, 2009, iPCS' licensed territory had a total population of approximately 15.1 million residents, of which its wireless network covered approximately 12.7 million residents, and iPCS had approximately 720,100 subscribers. At September 30, 2009, iPCS, Inc.'s consolidated balance sheets showed $559.2 million in total assets and $592.2 million in total liabilities, resulting in a $33.0 million shareholders' deficit. In October 2009, Standard & Poor's Ratings Services placed iPCS Inc., including its 'B' corporate credit rating, on CreditWatch with positive implications following an agreement to be merged with Sprint Nextel (BB/Negative/--). Moody's Investors Service affirmed iPCS, Inc.'s B3 corporate family and probability of default ratings, B1 rating of the Company's 1st lien notes and the Caa1 rating of 2nd lien notes. About Sprint Nextel Overland Park, Kansas-based Sprint Nextel Corporation -- http://www.sprint.com/-- offers a comprehensive range of wireless and wireline communications services bringing the freedom of mobility to consumers, businesses and government users. Sprint Nextel is widely recognized for developing, engineering and deploying innovative technologies, including two wireless networks serving more than 48 million customers at the end of the third quarter of 2009 and the first and only 4G service from a national carrier in the United States; industry-leading mobile data services; instant national and international push-to-talk capabilities; and a global Tier 1 Internet backbone. As of September 30, 2009, the company had $55.648 billion in total assets against $37.414 billion in total liabilities. As of September 30, 2009, the company had $5.9 billion in cash, cash equivalents and short-term investments and $1.6 billion in borrowing capacity available under its revolving bank credit facility, for total liquidity of $7.5 billion. * * * Sprint Nextel carries Moody's Investors Service's Ba1 corporate family rating. Standard & Poor's Ratings Services said its rating on Sprint Nextel (BB/Negative/--) is not affected by the company's definitive agreement to acquire iPCS Inc. JACO FOODS: Files Schedules of Assets and Liabilities ----------------------------------------------------- JACO Foods, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Mississippi its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $518,915 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $714,513 E. Creditors Holding Unsecured Priority Claims $652,116 F. Creditors Holding Unsecured Non-priority Claims $417,940 ----------- ----------- TOTAL $518,915 $1,784,569 Columbus, Mississippi-based JACO Foods, Inc., filed for Chapter 11 bankruptcy protection on November 16, 2009 (Bankr. N.D. Miss. Case No. 09-16017). Craig M. Geno, Esq., at Harris Jernigan & Geno, PLLC, assists the Company in its restructuring effort. JAMES RIVER: S&P Downgrades Ratings on $172 Mil. Senior Notes ------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its issue-level and recovery ratings on James River Coal Co.'s (B-/Positive/--) $172 million 4.5% convertible senior notes due 2015. S&P lowered the issue-level rating on the convertible notes two notches to 'CCC' from 'B-' (two notches below the corporate credit rating on the company). S&P also revised the recovery rating on the notes to '6' from'4'. A '6' recovery rating indicates S&P's expectation of negligible (0%-10%) recovery in the event of a payment default. At the same time, S&P raised the issue-level and recovery ratings on James River Coal's $150 million, 9.375% senior notes due 2012. The issue-level rating was raised to 'B' (one notch higher than the corporate credit rating) from 'B-', and the recovery rating was revised to '2' from '4'. A recovery rating of '2' indicates S&P's expectation of substantial (70% to 90%) recovery in the event of a payment default. The various rating actions reflect S&P's analysis of the executed document governing James River Coal's newly issued convertible senior notes due 2015, under which noteholders do not benefit from subsidiary guarantees. As a result, they are in a structurally subordinated position relative to the $150 million, 9.375% notes due 2012. Previously, when Standard & Poor's assigned a rating to the proposed notes based on preliminary terms on Nov. 16, 2009, S&P's issue-level analysis factored in its understanding from James River Coal that the proposed convertible notes would be guaranteed by the company's subsidiaries to the same extent as the senior notes due 2012, thus the notes were ranked pari passu with each other. "The 'B-' corporate credit rating, and positive outlook, on James River Coal reflects the company's small size, high operating costs, capital-intensive operations, and limited geographic diversity," said Standard & Poor's credit analyst Sherwin Brandford. "The rating also reflects the challenges of operating in the Central Appalachian region, which is increasingly expensive and difficult to mine because of mature, thinning seams; escalating costs; and stringent permitting and safety egulations,' Mr. Brandford added. Still, James River Coal is currently benefitting from favorable contract prices for its coal. Ratings List James River Coal Co. Corporate credit rating B-/Positive/-- Ratings Lowered/Revised James River Coal Co. To From -- ---- $172 mil. 4.5% conv sr notes due 2015 CCC B- Recovery rating 6 4 Ratings Raised/Revised James River Coal Co. To From -- ---- $150 mil. 9.375% sr notes due 2012 B B- Recovery rating 2 4 JAMES THOMAS WADDILL: Case Summary & 20 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: James Thomas Waddill, IV 1121C Military Cutoff Road, # 101 Wilmington, NC 28405 Bankruptcy Case No.: 09-10769 Chapter 11 Petition Date: December 11, 2009 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Randy D. Doub Debtor's Counsel: Trawick H Stubbs, Jr., Esq. Stubbs & Perdue, P.A. P.O. Drawer 1654 New Bern, NC 28563 Tel: (252) 633-2700 Fax: (252) 633-9600 Email: efile@stubbsperdue.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nceb09-10769.pdf The petition was signed by James Thomas Waddill, IV. JNR ENTERPRISES: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: JNR Enterprises LLC 8220 Langdon Ave Van Nuys, CA 91406 Bankruptcy Case No.: 09-26742 Chapter 11 Petition Date: December 11, 2009 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Maureen Tighe Debtor's Counsel: Richard Gibson, Esq. 21800 Oxnard, St #310 Woodland Hills, CA 91367 Tel: (818) 716-7950 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including a list of its 8 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb09-26742.pdf The petition was signed by Nemat Rahmany, president of the Company. JOSE JORGE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Joint Debtors: Jose Jorge dba Jose M. Jorge Dairy dba Jorge Family Dairy Fatima Jorge PO Box 333 Gustine, CA 95322 Case No.: 09-62001 Chapter 11 Petition Date: December 10, 2009 Court: United States Bankruptcy Court Eastern District of California (Fresno) Judge: W. Richard Lee Debtors' Counsel: Hilton A. Ryder, Esq. 5 River Park Place East Fresno, CA 93729-8912 Tel: (559) 433-1300 Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by the Joint Debtors. Debtors' List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Associated Feed $299,800 PO Box 2367 Turlock, CA 95381 Joe Silva Hay Sales $135,325 Millenkamp Cattle, Inc. $91,697 Wayne Fattig $85,132 The Scouler Company $79,339 J.D. Heiskell & Co. $69,194 CCID Irrigation District $67,034 High Mountain Hay $66,906 Mid-Valley Agriculture $51,821 Penny Newman Grain Co. $51,684 Standard Dairy Consultants, $51,284 LLC Lynden William Livestock $45,685 Dealer Nicholas Calf Ranch $44,885 Dennie Hill $43,000 J.D. Heiskell $39,874 Mathie Alfalfa $38,021 Cargill Animal Nutrition $33,199 Robert Silva $33,180 Merced Co. Treasure-Tax $27,692 Collection Healthy Earth Enterprises $24,648 LLC KEYPORT AUTO MART: Case Summary & 3 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Keyport Auto Mart, Inc. 684 N Beers St Holmdel, NJ 07733 Bankruptcy Case No.: 09-43279 Chapter 11 Petition Date: December 10, 2009 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Kathryn C. Ferguson Debtor's Counsel: Jules L. Rossi, Esq. Law Office of Jules L. Rossi 208 Main Street Asbury Park, NJ 07712 Tel: (732) 774-5520 Fax: (732) 744-5870 Email: jlrbk423@aol.com According to the schedules, the Company has assets of $2,050,000 and total debts of $2,071,652. 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/njb09-43279.pdf LANDAMERICA FINANCIAL: Announces December 7 Plan Effective Date --------------------------------------------------------------- In November, the U.S. Bankruptcy Court for the Eastern District of Virginia entered an order confirming LandAmerica Financial Group, Inc. and LandAmerica 1031 Exchange Services, Inc. and certain other debtor-affiliates' joint plan of liquidation under Chapter 11 of the Bankruptcy Code, as revised and filed with the Bankruptcy Court on November 16, 2009. On December 7, 2009, the Debtors satisfied the conditions precedent to the effectiveness of the Plan and filed a Notice of Effective Date of the Plan with the Bankruptcy Court. As a result of the Plan being declared effective, LFG's existing equity interests have been cancelled without consideration as of the Effective Date and have no value. No shares are being reserved for future issuance in respect of claims and interests filed and allowed under the Plan. Therefore all existing equity interests, including common stock, of LFG are worthless, and there is no value to the conversion rights of convertible debt. A full-text copy of the Notice of Effective Date is available for free at http://researcharchives.com/t/s?4b9e LFG has filed a Form 15 with the Securities and Exchange Commission noticing the suspension of its reporting obligation under Section 12(g) of the Securities Exchange Act of 1934, as amended. A full-text copy of the Form 15 is available at no charge at: http://researcharchives.com/t/s?4b9f The Debtors disclose that it is not possible to determine the extent of recoveries of their creditors of the Debtors, as these will continue to be dependent on the completion of the asset recovery and allocation process, and the determination of the total claims pool, none of which have been completed at this time. Recovery of any claims by creditors against any of the LFG related companies' bankruptcy estates is highly speculative and LFG urges investors to use extreme caution in any investment decisions. As of the Effective Date, and as contemplated by the Plan, the board of directors of LFG was eliminated, effective immediately, and the rights, powers and duties of LFG's board of directors were vested in the LFG governor, an officer named under the Plan to govern LFG after the effective date. As a result, each of LFG's directors, John P. McCann, Robert T. Skunda, Thomas G. Snead, Jr. and Marshall B. Wishnack, ceased being a director of LFG on the Effective Date. About LandAmerica Financial LandAmerica Financial Group, Inc., provides real estate transaction services with offices nationwide and a vast network of active agents. LandAmerica and its affiliates operate through approximately 700 offices and a network of more than 10,000 active agents throughout the world, including Mexico, Canada, the Caribbean, Latin America, Europe, and Asia. LandAmerica Financial Group and its affiliate LandAmerica 1031 Exchange Services, Inc. filed for Chapter 11 protection Nov. 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994). Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co- counsel. Zolfo Cooper is the restructuring advisor. Epiq Bankruptcy Solutions serves as claims and notice agent. Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner & Beran, PLC, serve as counsel to the Creditors Committee of 1031 Exchange. Bingham McCutchen LLP and LeClair Ryan serve as counsel to the Creditors Committee of LFG. In its bankruptcy petition, LFG listed total assets of $3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30, 2008. On March 6, 2009, affiliate LandAmerica Assessment Corporation, aka National Assessment Corporation, filed its own petition for Chapter 11 relief. Affiliate LandAmerica Title Company filed for for Chapter 11 relief on March 27, 2009. LandAmerica Credit Services, Inc., filed for Chapter 11 in July 2009. Bankruptcy Creditors' Service, Inc., publishes LandAmerica Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by LandAmerica Financial and its affiliate LandAmerica 1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or 215/945-7000) LAS VEGAS SANDS: Bank Debt Trades at 14.39% Off ----------------------------------------------- Participations in a syndicated loan under which Las Vegas Sands Corp. is a borrower traded in the secondary market at 85.61 cents- on-the-dollar during the week ended Friday, Dec. 11, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 0.96 percentage points from the previous week, The Journal relates. The loan matures on May 1, 2014. The Company pays 175 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's B3 rating and Standard & Poor's B- rating. The debt is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Dec. 11. Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) -- http://www.lasvegassands.com/-- owns and operates The Venetian Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo and convention center. The company also owns and operates the Sands Macao, the first Las Vegas-style casino in Macau, China. As reported by the TCR on Aug. 4, 2009, Moody's placed Las Vegas Sands, Corp.'s ratings, including its 'B3' Corporate Family Rating, on review for possible downgrade. Moody's cited weak operating results and heightened concern regarding the Company's ability to maintain compliance with financial covenants, among other things. The Company also carries 'B-' issuer credit ratings from Standard & Poor's. LEHMAN BROTHERS: Accredited Business Restructures Debt Assets ------------------------------------------------------------- Accredited Business Consolidators Corp has restructured its Lehman Brothers debt assets. Specifically, the company controls 80% of Bankruptcy Claims Fund, Inc., which owns in excess of $8,000,000.00 of the face value of Lehman Brothers claims in the bankruptcy proceeding. The majority of the claims will be administered by the Bank of New York without the need for IOVE to file any formal documents. IOVE did not and does not expect to receive 100% payout on the Capital Trust notes at LEHKQ, LEHLQ, LHHMQ, and LEHNQ. However, IOVE continues to be excited about the prospect of a fair distribution for Capital Trust shareholders. To respond to shareholder inquiries, IOVE states it does not own any Lehman Brothers common stock as it does not believe that those shareholders will receive value or anything other than de minimus payout in the bankruptcy proceeding. IOVE took possession of the share assignments from BCF and transferred them to the Company's treasury. Therefore, the rights and claims will now be held directly by IOVE rather than a subsidiary. Similarly, the 77634 shares of Southeast Banking Corporation stock held by the Company as nominee for Bankruptcy Claims Fund will instead be retained by IOVE. This small investment was made while Bankruptcy Claims Fund negotiated an assignment of claims in the Southeast Banking bankruptcy case; however, the purchase of the prospective additional claims never came to fruition due to certain delays in the Southeast Banking case. This leaves Bankruptcy Claims Fund without any assets. IOVE has not determined whether it will place future bankruptcy claims investments into the subsidiary or just hold them in its treasury directly for the parent. About Accredited Business Accredited Business Consolidators Corp., is a diversified holding corporation that owns various businesses, parts thereof, or joint ventures which it will assist grow. IOVE's authorized common stock is 450,000,000, of which 436,399,500 shares are issued and outstanding. A share issuance moratorium until June 30, 2010, exists that prohibits the company from issuing any additional common shares. 328,018,200 shares are in the public float, and the remaining shares are on file with the transfer agent, with 70,546,600 restricted. 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: Balks at Discovery Bid By Investors ---------------------------------------------------- Law360 reports that Lehman Brothers Holdings Inc. has objected to a request by the lead plaintiffs in a securities class action against the beleaguered financial giant to modify the automatic bankruptcy stay in order to obtain discovery. Alameda County Employees' Retirement Association and various other groups have asked the Court to lift the automatic stay so that they could also obtain information produced by LBHI in connection with the investigation commenced in their Chapter 11 cases. ACERA, et al., are lead plaintiffs in a securities class action they filed against some of LBHI's officers before the U.S. District Court for the Southern District of New York. The complaint stemmed from LBHI's alleged undisclosed exposure to losses from distressed mortgage and asset-backed securities. LBHI allegedly failed to disclose the true risk of losses associated from its mortgage-related assets and did not properly write-down the assets to reflect their true value. 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: Barclays Wants Quinn, Milbank to Produce Docs -------------------------------------------------------------- According to an article by Zach Lowe posted at The Am Law Daily, Boies, Schiller & Flexner, which represents Barclays Plc, has asked the U.S. Bankruptcy Court for the Southern District of New York in the bankruptcy cases of Lehman Brothers for access to privileged documents from Quinn, Emanuel, Urquhart, Oliver & Hedges; Milbank, Tweed, Hadley & McCoy; and Hughes, Hubbard & Reed. Quinn Emanuel and Milbank represent the Lehman creditors committee, and Hughes Hubbard partner James Giddens serves as the trustee on the case. As reported by the Troubled Company Reporter, Lehman Brothers filed a lawsuit against Barclays on November 16 (Bankr. S.D.N.Y. Adv. Pro. No. 09-01731), alleging that the quick sale of Lehman's brokerage business following its Chapter 11 filing gave Barclays an immediate and enormous windfall profit to the tune of $14 billion. LBHI is asking the Court to enter a ruling awarding compensatory and monetary damages, plus interest, in an amount to be determined at trial, ordering the avoidance and return of certain assets transferred Barclays, and disallowing certain claims of Barclays in LBHI's Chapter 11 cases. Mr. Lowe says Jones Day, Lehman's special litigation counsel, has alleged that certain executives at both Lehman and Barclays conspired to rig the deal in Barclays's favor. According to Mr. Lowe, the question "at the heart of that claim is what, exactly, the outside lawyers who signed off on the deal for Lehman knew about its terms." Barclays and Boies Schiller, Mr. Lowe relates, have defended the terms of the sale and issued subpoenas seeking privileged documents from Weil Gotshal relating to the sale that could help to determine whether Weil's bankruptcy team really misunderstood the deal terms. "According to a source familiar with the matter, Weil has complied with the subpoena, waiving attorney-client privilege and turning over various confidential documents," Mr. Lowe says. "This is the latest -- and probably the biggest -- power play in the dispute over the ultrasensitive Barclays-Lehman deal. Last month, Quinn Emanuel sent a request for documents related to the deal to the U.K.'s Financial Services Authority. As we reported then, Quinn wanted to know the details of any talks Barclays might have held with the U.K.'s financial regulators about the profits Barclays might earn from a potential Lehman deal," Mr. Lowe says. "The FSA has rejected the request. . . . In a letter to Quinn partner Sue Prevezer, the FSA says Quinn misinterpreted the Hague Convention in asking for an international body (the FSA) to turn over discovery to a litigant in a U.S. proceeding," Mr. Lowe relates. 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: Has Deal to Sell 2 P/E Funds to PCCP ----------------------------------------------------- People familiar with the situation told The Wall Street Journal's Peter Lattman that Lehman Brothers Holdings Inc. is expected to announce the sale of two real estate private-equity funds to PCCP, a Los Angeles-based real estate investment firm. The Journal notes the two funds have roughly $2 billion in assets under management. In taking over the Lehman mezzanine funds, according to the Journal, PCCP will acquire about $1.7 billion in largely mezzanine loans, or the debt that fills the gap between a borrower's equity and the first mortgage. Investments include L.A. Live, a sprawling entertainment complex across from the Staples Center, and Troon North golf course in Scottsdale, Arizona. According to the Journal, because most of the Lehman fund investments were made since 2006, many of these loans are distressed. The Journal reports that as part of the deal, PCCP will bring on 10 Lehman professionals based in New York and establish an office there. It will also re-brand the vehicles as PCCP funds, dropping the Lehman name. The Journal notes PCCP was founded in 1998 by William Lindsay, a former lawyer at Gibson Dunn & Crutcher, and three executives from Wells Fargo. The firm, which counts Lehman and the California State Teachers' Retirement System as investors, has $4.1 billion under management, with stakes in properties including the Fairmont Dallas hotel and Culver Studios movie-production facility in Culver City, California. The Journal says Lehman, which is being run by turnaround firm Alvarez & Marsal, has now struck deals to divest all six of its so-called "platform" private-equity businesses, including its flagship buyout unit, now called Trilantic Capital Partners. Those businesses represent roughly $22 billion in investment commitments. 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: Napoli Bern Files Add'l Claims Against UBS AG -------------------------------------------------------------- On September 11, 2009 Napoli Bern Ripka, LLP filed another claim against UBS for the sale of Lehman Principal Protected Notes. UBS AG, Switzerland's largest bank, faces numerous claims from clients who bought "100 percent principal protected notes" issued by Lehman Brothers Holdings Inc. that are now almost worthless. UBS brokers touted the so-called structured notes as low-risk investments and failed to emphasize they were unsecured obligations of Lehman, which filed for bankruptcy in September. "UBS marketed the Lehman notes as suitable for those seeking principal protection -- clearly UBS was wrong about the notes," said one attorney at Napoli Bern Ripka. According to a November 3, 2009 Bloomberg article titled "Lehman Good-for-Retirement Notes Worth Pennies for UBS Clients", state regulators are considering action, said Rex Staples, general counsel for the North American Securities Administrators Association Inc., a group of 67 state and provincial regulators based in Washington. Kristopher Kagel, a UBS spokesman in New York, said the bank "properly sold" Lehman's structured notes to its clients. Banks and Wall Street firms create structured notes, sometimes marketed as "structured equities" or "hybrid financial instruments," through a combination of bonds, stocks, commodities, currencies and derivatives. N apoli Bern Ripka spoke to an independent structured products expert who asked not to be identified. "The problem with these assets is that they are not suitable for anyone," the expert stated. "These assets, if bought individually, would cost significantly less than if they were packaged together. So not only are the Lehman notes more risky than the marketing materials suggest, but even if they were safe, they would still be overpriced." About a third of the $114 billion structured notes sold last year in the U.S. promised full or partial principal protection. The banks sold more structured notes to retail clients as the credit crisis made plain-vanilla bonds more expensive to issue. Approximately $8 billion of Lehman structured notes were outstanding as of September, including $2.8 billion sold this year. UBS sold about $1 billion of Lehman's structured notes in America, according to Kagel. The largest brokerages -- Merrill Lynch, Citigroup's Smith Barney and Morgan Stanley -- weren't big distributors of Lehman's notes. Napoli Bern Ripka fights for investors who can't fight for themselves. The law firm of Napoli Bern Ripka, LLP has obtained over $1.5 billion in verdicts and settlements for its clients. The firm is currently representing over 250 securities claims throughout the United States on behalf of individual investors and institutional clients. The firm does not charge a legal fee unless it recovers money for its clients. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: LBI Trustee Has Deal for Transfer of PMI Assets ---------------------------------------------------------------- James W. Giddens, the trustee for the liquidation of Lehman Brothers Inc., the broker-dealer of Lehman Brothers, is pleased to note the U.S. Bankruptcy Court's approval of a settlement agreement with Barclays to finalize the transfer of Private Investment Management (PIM) assets to former LBI customers. This milestone brings to a successful conclusion the Account Transfer phase of the Securities Investor Protection Act (SIPA) liquidation of LBI. Since the demise of Lehman in September 2008, the Trustee has overseen the successful transfer of 110,000 accounts containing more than $92 billion in customer assets to Barclays, Neuberger Berman, and other SIPC member broker dealers. Overall the Trustee is administering more than $110 billion in the liquidation of LBI, the largest broker-dealer ever to fail. The Trustee's transfers of accounts allowed customers to continue trading within days of LBI's filing, maintaining liquidity and investor confidence through a tumultuous time in the nation's markets. The PIM conversion of accounts -- effected in accordance with court orders, provisions of the SIPA statute, and regulatory intent -- was the only remaining aspect of the Account Transfers not yet fully complete. The Securities Investor Protection Corp. , the U.S. Securities and Exchange Commission and the Federal Reserve Bank of New York all supported the Trustee's motion and the Account Transfer process, and with today's ruling their and the Trustee's goal of customer protection has in fact been achieved. The Trustee is acting pursuant to his principal duty to return property to public customers while at the same time maximizing the estate for all creditors. This settlement does not affect the Trustee's separate, pending claims against Barclays in the Rule 60(b) motion and adversary proceedings, requesting the Court rule that billions of dollars of disputed assets that Barclays is claiming remain the property of the LBI estate. The transfer of these assets would create an unfair windfall for Barclays at the expense of public customers. The Trustee continues to work through an enormous workload to resolve claims not covered by the Account Transfers in a fair, transparent and orderly process. The Trustee has determined more than 85% of asserted public customer claims filed by the June 1, 2009 deadline, and has made substantial progress in reconciling large, omnibus claims asserted by LBHI, LBIE and others. 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) LEWIS EQUIPMENT: Selling Three Tower Cranes to Insider ------------------------------------------------------ Bill Rochelle at Bloomberg News reports that Lewis Equipment Co. is seeking approval from the Bankruptcy Court to sell three tower cranes for a total of $750,000 to principal Kyle Lewis. Kyle Lewis intends to use the equipment in a foreign nonbankrupt business he owns. The price is equal to secured debt on the equipment and has approval from the two secured lenders. An expedited hearing to approve the sale will be held Dec. 15. The Company says it's working on a reorganization plan where the "vast bulk" of the other equipment will be retained. An examiner was appointed to investigate whether Lewis Equipment improperly dealt with secured lenders' collateral. The lenders requesting the examiner were Fifth Third Bank and Wachovia Financial Services Inc. Grand Prairie, Texas-based Lewis Equipment Company, Inc., operates a construction business. The Company and its affiliates filed for Chapter 11 on Sept. 18, 2009 (Bankr. N.D. Tex. Case No. 09-45785 to 09-45814). Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr represents the Debtors in their restructuring efforts. In their petition, the Debtors listed assets and debts both ranging from $100,000,001 to $500,000,000. LIST BIOLOGICAL: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: List Biological Laboratories, Inc. 540 Division Street Campbell, CA 95008 Bankruptcy Case No.: 09-60878 Chapter 11 Petition Date: December 11, 2009 Court: United States Bankruptcy Court Northern District of California (San Jose) Judge Arthur S. Weissbrodt Debtor's Counsel: Elizabeth Berke-Dreyfuss, Esq. Wendel, Rosen, Black and Dean 1111 Broadway 24th Fl. P.O. Box 2047 Oakland, CA 94604-2047 Tel: (510) 834-6600 Email: edreyfuss@wendel.com Penn Ayers Butler, Esq. Wendel, Rosen, Black & Dean LLP 1111 Broadway, 24th Floor P.O. Box 2047 Oakland, CA 94607 Tel: (510) 834-6600 Fax: (510) 834-1928 Email: pbutler@wendel.com 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/canb09-60878.pdf The petition was signed by Karen R. Crawford, Ph.D., president of the Company. LODGIAN INC: Has Notice of Termination of Class B Warrants ---------------------------------------------------------- Lodgian, Inc., has filed a Form 15 notice of termination of registration of its Class B Warrants under Section 12(g) of the Securities Exchange Act of 1934. As of December 9, 2009, there were no holders of record of the aforementioned securities. The Form 15 was signed by James A. MacLennan, executive vice president, chief financial officer of Lodgian, Inc. A copy of the Form 15 is available at no charge at: http://researcharchives.com/t/s?4b9b About Lodgian Inc. Lodgian, Inc. -- http://www.lodgian.com/-- is one of the nation's largest independent hotel owners and operators. The company currently owns and manages a portfolio of 36 hotels with 6,749 rooms located in 21 states. Of the company's 36-hotel portfolio, 17 are InterContinental Hotels Group brands (Crowne Plaza, Holiday Inn, and Holiday Inn Express), 12 are Marriott brands (Marriott, Courtyard by Marriott, SpringHill Suites by Marriott, Residence Inn by Marriott and Fairfield Inn by Marriott), two are Hilton brands, and four are affiliated with other nationally recognized franchisors including Starwood, Wyndham and Carlson. One hotel is an independent, unbranded property, which is currently closed and held for sale. Lodgian had total assets of $478.39 million and total debts of $342.60 million as of Sept. 30, 2009. MAINEPCS LLC: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: MainePCS LLC 241 Boston Post Road West Marlborough, MA 01752 Bankruptcy Case No.: 09-21919 Chapter 11 Petition Date: December 10, 2009 Court: United States Bankruptcy Court Maine (Portland) Debtor's Counsel: Benjamin E. Marcus, Esq. Drummond Woodsum & MacMahon 84 Marginal Way, Suite 600 Portland, ME 04101-2480 Tel: (207) 772-1941 Fax: (207) 772-3627 Email: bmarcusecf@dwmlaw.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/meb09-21919.pdf The petition was signed by Thomas L. Barrette, Jr., manager of the Company. MARIE MITCHELL: Case Summary & 4 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Marie T. Mitchell dba The Mitchell Realty Trust dba Grandview Realty Trust dba The Nickinello Realty Trust At Willow Street 68 Pine Street Natick, MA 01760 Bankruptcy Case No.: 09-21991 Chapter 11 Petition Date: December 11, 2009 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Frank J. Bailey Debtor's Counsel: David B. Madoff, Esq. Madoff &Khoury LLP 124 Washington Street - Suite 202 Foxboro, MA 02035 Tel: (508) 543-0040 Fax: (508) 543-0020 Email: madoff@mandkllp.com Steffani Pelton, Esq. Madoff & Khoury LLP 124 Washington Street Foxborough, MA 02035 Tel: (508) 543-0040 Email: pelton@mandkllp.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 $7,107,179 and total debts of $3,691,251. A full-text copy of Ms. Mitchell's petition, including a list of her 4 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/mab09-21991.pdf The petition was signed by Ms. Mitchell. MCGRATH HOTELS: Court Dismisses Involuntary Chapter 11 Filing ------------------------------------------------------------- The U.S. Bankruptcy Court in Bridgeport, Connecticut, dismissed an involuntary Chapter 11 petition filed by former Lighthouse Inn operation Christopher Plummer, paving way for a foreclosure auction of the property, according to a report by the TheDay.com's Lee Howard. TheDay.com says that McGrath Hotels LLC had been the owner of the Lighthouse Inn before it was placed in receivership as part of foreclosure proceedings earlier this year. Mr. Plummer filed a Chapter 11 petition against McGrath Hotels as principal in the Lighthouse Group of Connecticut LLC, which has a second mortgage on the property. The filing in September had occurred just a day before the property was scheduled to be auctioned and forced a last-minute cancellation of the much- anticipated sale of one of New London's prime pieces of real estate. According to the report, Chief Judge Albert S. Dabrowski, in an opinion, agreed with the Business Loan Center LLC, holder of the Lighthouse Inn's first mortgage, that "dismissal of this case is in the best interests of creditors and the estate." McGrath's representative, the source says, argued that Mr. Plummer was not entitled to file an involuntary petition because it is not listed as a legal entity in Connecticut and petition was filed by him rather than by a licensed attorney as required by law. Based in New London, Connecticut, McGrath Hotels operates a hotel. Lighthouse Group of Connecticut filed an involuntary filing under Chapter 11 against the company (Bankr. D. Conn. Case No. 09- 22532). MERCURY COMPANIES: 633 Ex-Employees Get $4.29MM from Settlement --------------------------------------------------------------- The California Labor Commissioner Angela Bradstreet December 10 that $4.29 million will be paid to 633 California employees following the settlement of a suit filed against title companies operating in California who failed to properly pay laid off employees in 2008. The settlement was approved by U.S. Bankruptcy Court Judge Michael E. Romero in Colorado and applies to employees of companies operating under Denver based Mercury Companies. Under the terms of the settlement, the employees will recover over 92% of the allowed priority wages, expenses, commissions, and other amounts owed to them, but not paid, when they were abruptly laid off. Under California labor law, all wages are due and payable upon termination. "In this case a company closed without providing the proper notification and without paying final wages as required by law and was found to owe over $4 million in back wages, which is why our efforts are so important," said Labor Commissioner Angela Bradstreet. "We pursued this case vigorously on behalf of these employees and are very pleased that our settlement will allow them to receive payments of their wages during the holidays." Former employees of Denver-based Mercury Companies working at Financial Title Co., Lenders Choice Title Company and Lenders First Choice Agency, Inc., will receive in excess of $3.6 million (before taxes) by year end. At a later date, additional sums in excess of $125,000 will be paid to these employees as restitution of 401(k) contributions that were deducted from their pay, but not transferred to the employees' accounts. "The California Labor Commissioner's Office, as part of the Department of Industrial Relations, provides protections for employees across the state to ensure that they receive proper compensation for the work that they do," said Department of Industrial Relations Director John C. Duncan. "It is a top priority that we make every effort to recover wages earned but not paid to employees as required by law." Labor Commissioner Bradstreet filed suit in Alameda County Superior Court against Mercury in February 2008 after Alliance Title, another Mercury affiliate, closed without notice and failed to pay employees vested vacation benefits, commissions, expenses, and notary fees. In September of 2008, the case was expanded to include claims by Financial and Lenders employees. Alliance Title filed for bankruptcy in June of 2008, followed by Mercury and its other affiliates in October of 2008. The claims were pursued on behalf of the employees in both the State Court action and in the Colorado Bankruptcy Court. The settlement resolves the cases for the Financial and Lenders employees, many of whom remain out of work due to the downturn in the housing market. The settlement does not immediately resolve the wage claims of 594 Alliance Title employees. Labor Commissioner Bradstreet will continue to press the claims of the Alliance employees in the Alliance Bankruptcy case, which is being handled in California. A major issue in the claims brought by the former employees of the Lenders companies was the failure of Lenders and Mercury to provide 60 days notice of the business closures to the employees at large Lenders facilities in Rocklin, near Sacramento, and Simi, near Los Angeles. In most instances the California Worker Adjustment and Retraining Notification Act requires such notice at facilities which have employed 75 or more workers in the prior year. As part of the settlement, priority claims of over $742,500 for WARN damages were allowed providing additional payment to workers at the covered establishments who suffered wage loss in the two- month period following the closures. About Mercury Companies Denver, Colorado-based Mercury Companies Inc. is a holding company primarily for subsidiaries that until recently were involved in the settlement services industry, including title services, escrow services, real estate services, mortgage services, mortgage document preparation, and settlement services software development. Mercury has since wound down or sold its operations. Mercury Companies filed for Chapter 11 protection on August 28, 2008. Two months later, six subsidiaries, namely Arizona Title Agency, Inc., Financial Title Company, Lenders Choice Title Company, Lenders First Choice Agency, Inc., Texas United Title, Inc., dba United Title of Texas and Title Guaranty Agency of Arizona, Inc., also filed voluntary Chapter 11 petitions. The units' cases are jointly administered with Mercury's (Bankr. D. Colo. Lead Case No. 08-23125). Daniel J. Garfield, Esq., and Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck; Kathleen A. Odle, Esq., at Sherman & Howard; and Vikki L. Vander Woude, Esq., at Manatt Phelps & Phillips, represent the Debtors as counsel. Lars H. Fuller, Esq., at Baker Hostetler, serves as the official committee of unsecured creditors' counsel. METRO-GOLDWYN-MAYER: Bank Debt Trades at 36.79% Off --------------------------------------------------- Participations in a syndicated loan under which Metro-Goldwyn- Mayer, Inc., is a borrower traded in the secondary market at 63.21 cents-on-the-dollar during the week ended Friday, Dec. 11, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 0.93 percentage points from the previous week, The Journal relates. The loan matures April 8, 2012. The Company pays 275 basis points above LIBOR to borrow under the facility. The bank debt is not rated by Moody's and Standard & Poor's. The debt is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Dec. 11. Metro-Goldwyn-Mayer, Inc., is an independent, privately held motion picture, television, home video, and theatrical production and distribution company. The Company owns the world's largest library of modern films, comprising approximately 4,000 titles, and over 10,400 episodes of television programming. MGM is owned by an investor consortium, comprised of Providence Equity Partners, TPG Capital, Sony Corporation of America, Comcast Corporation, DLJ Merchant Banking Partners and Quadrangle Group. As reported by the Troubled Company Reporter on September 30, 2009, The New York Post, citing multiple sources, said discussions between debtholders and equity owners on a restructuring of Metro- Goldwyn-Mayer's massive debt load have begun on a contentious note, with both sides threatening to force MGM into bankruptcy in order to gain leverage and extract better terms from the other. Bloomberg also said that MGM is in talks to skip interest payments and restructure $3.7 billion in bank loans. MGM asked creditors to waive $12 million monthly interest payments until February 15, 2010. METROPCS WIRELESS: Bank Debt Trades at 6.10% Off ------------------------------------------------ Participations in a syndicated loan under which MetroPCS Communications, Inc., is a borrower traded in the secondary market at 93.90 cents-on-the-dollar during the week ended Friday, Dec. 11, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 0.81 percentage points from the previous week, The Journal relates. The Company pays 225 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 11, 2013, and carries Moody's Ba2 rating and Standard & Poor's BB- rating. The debt is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Dec. 11. MetroPCS Communications, Inc., is a wireless communications provider that offers wireless broadband mobile services under the MetroPCS brand in selected metropolitan areas in the United States over its own licensed networks or networks of entities, in which the Company holds a substantial non-controlling ownership interest. The Company provides an array of wireless communications services to its subscribers on a no long-term contract, paid-in-advance, flat-rate, unlimited usage basis. As of Dec. 31, 2008, it had approximately 5.4 million subscribers in eight states. MetroPCs carries 'B' issuer credit ratings from Standard & Poor's. METROPOLITAN LOFTS: Case Summary & 5 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Metropolitan Lofts, L.L.C. c/o Cochran Law Firm, P.C. Jerry L. Cochran 2929 E. Camelback Rd., Suite 118 Phoenix, AZ 85016 Case No.: 09-31907 Chapter 11 Petition Date: December 10, 2009 Court: United States Bankruptcy Court District of Arizona (Phoenix) Debtor's Counsel: Jerry L. Cochran, Esq. Cochran Law Firm, PC 2929 E. Camelback Rd., Suite 118 Phoenix, AZ 85016 Tel: (602) 952-5300 Fax: (602) 952-7010 Email: jcochran@cochranlawfirmpc.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Michael J. Peloquin, the company's manager. Debtor's List of 5 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Arizona Protection Agency Judgement $17,940 c/o Margrave Celmins, PC Mortgages Ltd. Metropolitan Lofts $20,324,800 4455 East Camelback Rd. 535 W. Thomas Rd. ($15,000,000 Phoenix, AZ 85018 Phoenix, AZ 85013 secured) Parra Dry Wall Pending Civil Suit $267,127 c/o Dominguez Law Firm, PC 2323 North Third Street, Suite 100 Phoenix, AZ 85004 Samuel G. Flores Pending Comparative Unknown c/o Thomas C. Wilmer, P.C. Negligence Claim 2504 North 3rd Street Phoenix, AZ 85004 Summer Group, Inc. Pending Civil Claim $36,759 c/o Margaret A. Gillespie, Esq. MICHAEL SWANTON: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------------- Joint Debtors: Michael Timothy Swanton Kathleen Walker Swanton 2000 Mallory Lane, Suite 130-94 Franklin, TN 37067 Bankruptcy Case No.: 09-14141 Chapter 11 Petition Date: December 11, 2009 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Judge: Marian F. Harrison Debtors' Counsel: Steven L. Lefkovitz, Esq. Law Offices Lefkovitz & Lefkovitz 618 Church St, Ste 410 Nashville, TN 37219 Tel: (615) 256-8300 Fax: (615) 255-4516 Email: slefkovitz@lefkovitz.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 $1,307,547, and total debts of $1,286,272. A full-text copy of the Debtors' petition, including a list of their 8 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/tnmb09-14141.pdf The petition was signed by the Joint Debtors. MICHAELS STORES: Bank Debt Trades at 12.41% Off ----------------------------------------------- Participations in a syndicated loan under which Michaels Stores, Inc., is a borrower traded in the secondary market at 87.59 cents- on-the-dollar during the week ended Friday, Dec. 11, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 0.90 percentage points from the previous week, The Journal relates. The loan matures on Oct. 31, 2013. The Company pays 225 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's B3 rating and Standard & Poor's B rating. The debt is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Dec. 11. Headquartered in Irving, Texas, Michaels Stores, Inc., is the largest arts and crafts specialty retailer in North America. As of March 9, 2009, the Company operated 1,105 "Michaels" retail stores in the United States and Canada and 161 Aaron Brothers Stores. MK CUSTOM RESIDENTIAL: Case Summary & Unsecured Creditor -------------------------------------------------------- Debtor: MK Custom Residential Construction, LLC P.O. Box 15195 Phoenix, AZ 85060 Case No.: 09-31909 Chapter 11 Petition Date: December 10, 2009 Court: United States Bankruptcy Court District of Arizona (Phoenix) Debtor's Counsel: Jerry L. Cochran, Esq. Cochran Law Firm, PC 2929 E. Camelback Rd., Suite 118 Phoenix, AZ 85016 Tel: (602) 952-5300 Fax: (602) 952-7010 Email: jcochran@cochranlawfirmpc.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Michael J. Peloquin, the company's manager. Debtor's List of 1 Largest Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ Castillos Custom, Inc. Trade Debt $125,324 c/o Janathan A. Dessaules MOONLIGHT BASIN: To Work with CRO Henrich on Restructuring Plan --------------------------------------------------------------- Jolene Keller at Lone Peak Lookout reports that Moonlight Basin has reached an agreement for funding necessary to operate for the next two ski seasons. The Company and newly appointed chief restructuring officer William Henrich will work together to come up with a restructuring plan, Ms. Keller notes. The agreement will enable the Company to continue litigation against its bankruptcy financing partner Lehman Brothers. 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. NEIMAN MARCUS: Bank Debt Trades at 12.79% Off in Secondary Market ----------------------------------------------------------------- Participations in a syndicated loan under which Neiman Marcus Group, Inc., is a borrower traded in the secondary market at 87.21 cents-on-the-dollar during the week ended Friday, Dec. 11, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 2.01 percentage points from the previous week, The Journal relates. The loan matures on April 6, 2013. The Company pays 200 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's B3 rating and Standard & Poor's BB- rating. The debt is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Dec. 11. Neiman Marcus Group, Inc., headquartered in Dallas, Texas, operates 40 Neiman Marcus stores, 2 Bergdorf Goodman stores, 27 clearance centers, and a direct business. Total revenues are about $3.9 billion. The Company carries a 'Caa1' Corporate Family Rating and 'Caa1' Probability of Default Rating from Moody's Investors Service. NORTHEAST BIOFUELS: Judge to Confirm Liquidating Plan ----------------------------------------------------- Northeast Biofuels LP, which sold its almost-completed ethanol plant in Fulton, New York, won confirmation of its liquidating Chapter 11 plan, Bill Rochelle at Bloomberg News reported. As the result of a settlement with the secured lenders, unsecured creditors with claims of as much as $7 million will split up $400,000 to $600,000 for a recovery from 3% to 9%, Bill Rochelle at Bloomberg News reported. The secured lenders, owed $170 million, are to expect a recovery up to 10%, according to the explanatory disclosure statement. NEB has received bankruptcy court approval for a sale of its ethanol production facility in Oswego County, New York. Sunoco purchased the plant out of bankruptcy in an April 2009 auction for $8.5 million, and the purchase was finalized June 15. Northeast Biofuels, LP, is a limited partnership formed to develop, own and operate an ethanol facility in Fulton, New York. NEB is 100% owned by an intermediate holding company, NEB Holdings, LP, which is in turn 85% owned by Permolex International, L.P., and 15% by other project developers. The Company and two of its affiliates filed for Chapter 11 protection on January 14, 2009 (Bankr. N.D. N.Y. Lead Case No. 09-30057). Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C., represents the Debtors in their restructuring efforts. Blank Rome LLP will serve as the Debtors' counsel. The U.S. Trustee for Region 2 appointed creditors to serve on an Official Committee of Unsecured Creditors. Sara C. Bond, Esq., and Stephen A. Donato, Esq., Bond, Schoeneck & King, PLLC, represent the Committee. When the Debtors filed for protection from their creditors, they listed assets and debt between $100 million to $500 million each. NPS PHARMACEUTICALS: Sells Majority Interest in NPS Allelix ----------------------------------------------------------- NPS Pharmaceuticals Inc. on December 7, 2009, sold a majority interest in its subsidiary, NPS Allelix Corp., to a group of investors. NPS received C$5.9 million in connection with the transactions. NPS (through a subsidiary) also continues to hold a promissory note from Allelix in the amount of C$4.8 million, which is expected to be paid upon successful completion of certain Canadian court proceedings. Allelix has not had active operations for approximately two years but holds certain attributes that could be used by the new group of investors. While the outcome of the Canadian court proceedings cannot be predicted, those proceedings are intended to facilitate further investment in Allelix by third parties. In the event that the promissory note is repaid, NPS will also transfer its remaining equity interest in Allelix for nominal consideration. Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq: NPSP) -- http://www.npsp.com/-- is developing specialty therapeutics company for gastrointestinal and endocrine disorders with high unmet medical need. The Company is currently advancing two late-stage programs. Teduglutide, a proprietary analog of GLP-2, is in Phase 3 clinical development for intestinal failure associated with short bowel syndrome as GATTEX(TM) and in preclinical development for gastrointestinal mucositis and necrotizing enterocolitis. At September 30, 2009, the Company had $154,654,000 in total assets, including $22,226,000 in cash and cash equivalents, against $377,021,000 in total liabilities, resulting in $222,367,000 in stockholders' deficit. NRG ENERGY: Bank Debt Trades at 7.04% Off in Secondary Market ------------------------------------------------------------- Participations in a syndicated loan under which NRG Energy, Inc., is a borrower traded in the secondary market at 92.96 cents-on- the-dollar during the week ended Friday, Dec. 11, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 1.03 percentage points from the previous week, The Journal relates. The Company pays 175 basis points above LIBOR to borrow under the facility. The bank loan matures on Feb. 1, 2013, and carries Moody's Baa3 rating and Standard & Poor's BB+ rating. The debt is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Dec. 11. Headquartered in Princeton, NRG Energy, Inc., owns approximately 24,000 megawatts of generating facilities, primarily in Texas and the northeast, south central and western regions of the US. NRG also owns generating facilities in Australia and Germany. OASIS VINEYARDS: Owner Gave Phony Watch to Pay Off Landscaper ------------------------------------------------------------- According to an article posted at The Washington Post's The Reliable Source section, Ray Cosey, owner of the R.E. Jewelers Watch & Clock in Chambersburg, Pennsylvania, said the Patek Philippe timepiece Tareq and Michaele Salahi turned over to pay off their landscaper's roughly $2,000 claim was fake. The timepiece can cost more than $15,000. "Right away, we could see it was an imitation," said Mr. Cosey, in the business for 36 years, according to Washington Post. Mr. Cosey appraised the watch at about $100. Washington Post relates landscaper Mike Dunbar took the Salahis to court for unpaid bills and legal fees. The Post relates that when the couple couldn't hand over the cash, a Warren County, Va., judge ordered the watch off Mr. Tareq's wrist -- and Mr. Dunbar's attorney was holding the timepiece for possible sale to cover costs. The watch was sent to Mr. Cosey for authentication and possibly repairs, after the clerk's office said it wasn't working, according to the report. "Instead, the Salahis on Monday delivered a certified check to Dunbar's counsel for $2,063.35, which allowed them to retrieve the watch," the Post relates. According to Washington Post, J. Daniel Pond III, Mr. Dunbar's lawyer, said he had assurance from the bank that the certified check was legitimate, but said he didn't have an easy way of knowing whether the watch was real when he saw Mr. Tareq with it last Friday. Various reports say the Salahis gate-crashed during a White House dinner in November. An article by Jacqueline Palank posted on The Wall Street Journal's Bankruptcy Beat says Georgetown law professor and Credit Slips blogger Adam Levitin delved into the bankruptcy filings of Oasis Vineyards Inc. -- which filed a Chapter 11 petition in December 2008 -- and Oasis Enterprises Inc. -- which filed for Chapter 7 liquidation in February. Mr. Levitin has deduced that Oasis Vineyards, which Tareq owns with his parents, was the operating winery. Mr. Levitin wasn't sure, however, what Oasis Enterprises did "other than run an Aston-Martin and boat and go to Redskins games." The latter company has two claims against the former: $50,000 for services provided to support two years' of vineyard operations and $224,000 to rent a FedEx Redskins suite, plus catering, over four seasons. According to a November 2009 article posted at American Bankruptcy Institute's Bankruptcy Blog Exchange, Oasis Vineyards has three shareholders: Mr. Salahi (5%), his mother (40%, also president of Oasis Vineyards), and his father (55%). Oasis Vineyards bankruptcy petition listed assets of $333,000 and liabilities of $1.9 million. The ABI Blog Exchange article said that in April 2009, the U.S. Trustee filed a motion to convert the case to Chapter 7 liquidation or have it dismissed because the debtor failed to file its monthly operating reports and had not filed a plan of reorganization. The article says the court has postponed ruling on the motion to convert or dismiss because of the death of the debtor's counsel. The ABI Blog Exchange also said Oasis Enterprises, Inc., a/k/a Oasis Winery, of which Mr. Salahi is the president and sole shareholder, filed for Chapter 7 bankruptcy in February 2009. That case is still pending. The petition listed assets of $339,000 and liabilities of $982,000. The ABI Blog Exchange said the petition stated Oasis Enterprise's income fell from $1.7 million in 2007 to a mere $35,000 in 2008. The ABI Blog Exchange noted in 2008, a bank repossessed a $150,000 Aston-Martin car (resulting in a $85,000 deficiency) and a $90,000 Carver 350 Mariner Boat from Oasis Enterprises (resulting in a $56,000 deficiency judgment). OPUS SOUTH: Proposes January 20 Claims Bar Dates ------------------------------------------------ Wachovia Bank, National Association, as Administrative Agent for Regions Banks; Bank of America, as successor to LaSalle Bank, National Association; and PNC Bank, National Association, as successor to National City Bank; lender to Waters Edge One LLC ask the U.S. Bankruptcy Court for the District of Delaware to establish: -- January 20, 2010, as the general bar date by which all entities holding prepetition claims, other than governmental units, must file proofs of claim against Waters Edge One; -- February 1, 2010, as the date by which all governmental units with claims against the Debtor for unpaid taxes must file their proofs of claim; -- the later of the General Bar Date or 30 days after the date of the Rejection Order as the date by which proofs of claim relating to the Debtor's rejection of rejection of executory contracts and unexpired leases must be filed; and -- January 20, 2010, as date by which administrative claims that arose from April 22, 2009, through and including November 30, 2009, must be filed. The Lenders propose that these entities must file proofs of claim: (a) any entity whose prepetition claim against the Debtor is not listed in Debtor's Schedules of Assets and Liabilities or is listed as disputed, contingent or unliquidated and that entity desires to participate in or share in any distribution in the Debtor's Chapter 11 Case; and (b) any entity that believes its prepetition claim is improperly classified in Debtor's Schedules or is listed in an incorrect amount and that entity desires to have its claim allowed in a classification or amount other than that identified in Debtor's Schedules. The Lenders propose that entities who fail to file proofs of claim by the applicable Bar Date, be (i) forever barred, estopped and enjoined from asserting any claim against the Debtor; (ii) barred from participating in any distribution from Debtor's estate with respect to an unscheduled claim; and (iii) bound by the terms of any Chapter 11 plan or plans that may be confirmed by the Court in Debtor's chapter 11 case or any other order that authorizes the winding up of Debtor's estate. About Opus South Headquartered in Atlanta, Georgia, Opus South Corporation -- http://www.opuscorp.com/-- provides an array of real estate related services across the United States including real estate development, architecture & engineering, construction and project management, property management and financial services. The Company and its affiliates filed for Chapter 11 on April 22, 2009 (Bankr. D. Del. Lead Case No. 09-11390). Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors in their restructuring efforts. The Debtors propose to employ Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial Corporation as real estate broker, Delaware Claims Agency LLC as claims agent. The Debtors have assets and debts both ranging from $50 million to $100 million. Bankruptcy Creditors' Service, Inc., publishes Opus West Bankruptcy News. The newsletter tracks the separate Chapter 11 proceedings of Opus West Corp. and Opus South Corp. and their related debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) OPUS SOUTH: Wachovia, et al., File Plan for Waters Edge One ----------------------------------------------------------- Wachovia Bank, National Association, as agent and on its own behalf; Regions Bank; PNC Bank, National Association; and Bank of America, presented to the U.S. Bankruptcy Court for the District of Delaware on November 30, 2009, a Plan of Liquidation and Disclosure Statement for Debtor Waters Edge One LLC. Waters Edge is one of the Opus South Debtors. The Plan Proponents extended postpetition financing to Waters Edge to assist the Debtor's needs for funding in its daily operations while under bankruptcy. The Lenders Plan contemplates that Waters Edge will liquidate its principal assets through the pursuit of litigation of the "RMSSR Claims." The RMSSR Claims refer to those claims currently pursued by Waters Edge against Ruden McClosely, Smith Schuster & Russell P.A. and Mark Grant in the Circuit Court of the Sixth Judicial District in and for Pinellas County, Florida. The subject matter of the RMSSR Claims relates to legal services provided in connection with a certain real property of Waters Edge located in Pinellas County, Florida, commonly known as the Waters Edge Condominium Building. Under the terms of the DIP Facility, Waters Edge granted to the DIP Lenders, a first priority perfected security interest in and to certain collateral, including the RMSSR Claims to secure any and all obligations of Waters Edge arising under the DIP Loan Agreement. Wachovia Bank Managing Director Thomas H. Kozlark relates that the Lenders Plan also provides for the establishment of a Liquidating Trust upon the Effective Date that will assume all the rights, obligations and assets of Waters Edge. He specifies that the purpose of the Liquidating Trust will be to, among other things: (1) enforce and prosecute the "RMSSR Claims;" (2) satisfy its obligations under the Liquidating Trust Agreement; (3) after the liquidation of the RMSSR Claims through settlement or prosecution, make distribution of any net proceeds of the RMSSR Claims and remaining Assets pursuant to the Plan; (4) file appropriate tax returns; (5) investigate and, if appropriate, pursue the Claims; (6) administer the Liquidating Trust Assets; (7) pursue Avoidance Actions, or if appropriate, waive or abandon those Avoidance Actions; (8) resolve all Disputed Unsecured Claims, including objecting, prosecuting, settling and compromising in any manner approved by the Bankruptcy Court those Disputed Unsecured Claims, except the Trustee may, in its discretion, settle or compromise any Disputed General Unsecured Claim without Bankruptcy Court approval so long as the amount in dispute is the lesser of $50,000 or 50% of the disputed amount; (9) resolve Disputed Secured, Disputed Other Secured, Disputed Administrative, Disputed Priority Tax and Disputed Other Priority Claims, including objecting, prosecuting, settling, and compromising in any manner approved by the Bankruptcy Court those Disputed Claims; and (10) make all Distributions to the DIP Lenders, the Beneficiaries of the Liquidating Trust as provided for in the Plan and the Liquidating Trust Agreement. Designation of Claims/Interests The Lenders Plan further provides for unclassified and classified claims: Class Designation Treatment ----- ----------- --------- N/A Administrative Claims To be paid in full. N/A DIP Facility Claims DIP Lenders will receive either payment in full in cash of their claims from proceeds of the RMSSR Claims or from an Exit Facility. N/A Tax Claims To be paid in full. 1 Priority Claims To be paid out of the net proceeds from the RMSSR Claims, after payment first to the DIP Lenders. Estimated Amount: $800 2 Lenders' Allowed Will be paid pro rata with other Unsecured Claim general unsecured creditors from the net proceeds of the RMSSR Claims. The Lenders' Allowed Unsecured Claim, by virtue of a Global Settlement Agreement, was approved by the Court in the approximate amount of $39 million. 3 Other General Each holder of an Allowed Class 3 Unsecured Claims Claim will receive its pro rata share of the Estate assets and its pro rata share of any proceeds of the RMSSR Claims, (i) after payment in full of all costs and expenses of the Liquidating Trust, and (ii) after payment in full of the DIP Facility, all amounts advanced by the lenders, and all Allowed Administrative Claims, Allowed Tax Claims and the Allowed Claims in Classes 1 and 2. No holder of a Class 2 or 3 Claim will be entitled to any prepetition or postpetition interest on account of their Claim. 4 Interests Holders of the Class 4 Interests will not receive or retain any property under the Plan. The Equity Interests will be cancelled and the Debtor may be dissolved, however, the dissolution is to be delayed until after the judgment or settlement of the RMSSR Claims litigation, unless sooner permitted by the Lenders. The Equity Interests may be assigned to the Lenders pursuant to a Global Settlement Agreement, if the Lenders so elect. Administrative Claims, Tax Claims and Priority Claims are deemed to have accepted the Plan and are not entitled to vote. Classes 2, 3, and 4 are entitled to vote on the Plan. Plan Funding The funding for the Plan and for the post-confirmation activities of a liquidating trustee, will be either through the existing DIP Financing provided by the Lenders, in the form of advances to be made prior to the effective date of the Plan of Reorganization to fund the future and estimated costs of the Trustee or in the form of an Exit Facility to be provided by the Lenders to the Trustee to fund the expenses of the Trust on terms substantially similar to the current DIP Facility. The Lenders may restate and amend the DIP Facility to reflect that the borrower will become the Liquidating Trust, and that all of the rights and remedies of the Lenders will survive. A full-text copy of the Lenders' Plan for Waters Edge is available for free at http://bankrupt.com/misc/OpSPlan.pdf A full-text copy of the Disclosure Statement for the Lenders' Plan is available for free at http://bankrupt.com/misc/OpSDS.pdf Plan Feasibility Mr. Greer asserts that the Lenders Plan is feasible as it is a liquidating plan and the Trustee will disburse only what is recovered in pursuit of the RMSSR Claims and any avoidance actions or other third party actions. He adds that the costs of the Liquidating Trust will be funded by the Lenders under the terms of the DIP Loan, or any similar exit financing. If no plan can be confirmed, Mr. Greer points out, Waters Edge's bankruptcy case may be converted to a case under Chapter 7 of the Bankruptcy Code, in which a trustee would be elected or appointed to liquidate the assets of the Debtor for distribution to its creditors in accordance with the priorities established by the Bankruptcy Code. The Lenders believe that conversion of the Waters Edge case to a case under Chapter 7 would result in zero distributions to all unsecured creditors. In the alternative, if the Plan is not confirmed, Waters Edge's case could be dismissed and all unsecured creditors would likely receive nothing, Mr. Greer notes. Global Settlement Waters Edge previously entered into a Global Settlement Agreement with Wachovia, certain lenders and other parties, which provides for (1) the consensual agreement among the parties to sell certain properties, (2) the Lenders' consent to the release of the Opus South Debtors' guaranty and certain obligations upon the satisfaction of certain conditions, and (3) Wachovia's provision of postpetition financing to Waters Edge. The Global Settlement also provided for the creation of a Litigation Trust to pursue the RMSSR Claims. Under the Global Settlement, Waters Edge agreed that its exclusive period to file a plan would expire on October 31, 2009, No plan was filed by that date. The Global Settlement also provided that the Lenders may file a plan after that date. Hence, the Lenders seek to incorporate the Global Agreement in the Chapter 11 Plan they proposed. Any inconsistency in the Plan will be reference by reference to the Global Settlement Agreement. The Litigation Trust under the Global Settlement is to be converted into the Liquidation Trust under the Lenders Plan. Disclosure Statement Hearing The hearing on the adequacy of the Disclosure Statement will be held before Judge Walrath on January 4, 2010, at 2:00 p.m. prevailing Eastern time. Objections are due on or before December 28, 2009, at 4:00 p.m. A hearing on the confirmation of the Plan will be held on February 17, 2010, at 11:30 a.m. About Opus South Headquartered in Atlanta, Georgia, Opus South Corporation -- http://www.opuscorp.com/-- provides an array of real estate related services across the United States including real estate development, architecture & engineering, construction and project management, property management and financial services. The Company and its affiliates filed for Chapter 11 on April 22, 2009 (Bankr. D. Del. Lead Case No. 09-11390). Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors in their restructuring efforts. The Debtors propose to employ Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial Corporation as real estate broker, Delaware Claims Agency LLC as claims agent. The Debtors have assets and debts both ranging from $50 million to $100 million. Bankruptcy Creditors' Service, Inc., publishes Opus West Bankruptcy News. The newsletter tracks the separate Chapter 11 proceedings of Opus West Corp. and Opus South Corp. and their related debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) OPUS WEST: Files Chapter 11 Plan of Liquidation ----------------------------------------------- Opus West Corporation and its debtor affiliates presented to the U.S. Bankruptcy Court for the Northern District of Texas a joint Chapter 11 plan of liquidation and an accompanying disclosure statement on November 25, 2009. The Debtors subsequently submitted on December 2, 2009, an amended Plan and Disclosure Statement, which contained minor modifications, including the treatment of priority non-tax claims asserted against the Debtors. The Opus West Plan contemplates the liquidation of the Debtors and the resolution of certain claims through a series of mechanisms, in order to provide a distribution to holders of general unsecured claims. Upon the occurrence of the Plan Effective Date, the Plan and all remaining property of each Debtor's Estate will be managed under the direction of a Surviving Officer, in consultation with an Oversight Committee. The Oversight Committee is a three-member committee consisting of two members selected by the Committee and one member selected by the Debtors to serve after the Plan Effective Date to oversee the actions of the Surviving Officer. The Debtors will disclose the name and contact information for each member of the Oversight Committee no later than 10 days prior to the Plan confirmation hearing. The Surviving Officer will be jointly selected by the Debtors and the Official Committee of Unsecured Creditors to administer and implement the Plan, and to wind up the Debtors and their estates in accordance with the Plan's provisions. The Surviving Officer will make all the Distributions as and when provided under the Plan. The Surviving Officer may also, upon approval by a majority of the Oversight Committee members and without further approval the Court, use, sell, assign, transfer, abandon, or otherwise dispose of at a public or private sale any remaining property of the Debtors or their estates to liquidate and convert the assets to cash, make distributions, and fully consummate the Plan. The Debtors estimate that they currently have these amounts available for distribution and other payments contemplated under the Plan: Opus West Corporation $4,000,000 Opus West Construction Corp $1,089,000 Opus West LP $55,000 Another $6,100,000 is expected to be realized from the proceeds of the sale of a 121 Lakepointe Property sold by Opus West LP. The Surviving Officer also retains the exclusive right to enforce against any entity any and all causes of action that otherwise belong to the Debtors and arose before the Effective Date. The Causes of Action may include preference actions, potential fraudulent transfers, general litigation and active litigation. On the Effective Date, all promissory notes, stock and/or bond certificates, or other instruments evidencing a Claim or Interest will be canceled. Treatment of Claims In accordance with Section 1122(a) of the Bankruptcy Code, the Opus West Plan also provides for the designation of Claims and Interests against the Debtors into 15 groups: A. Claims/Interests Asserted Against Opus West Corporation Est. Recovery/ Class/Type Treatment/Status Est. Claim Amt ---------- ---------------- -------------- 1 - Priority Paid 90% of allowed claim. 90% Recovery Non-Tax Claims Impaired, entitled to vote. Est. Amount: $464,093 2 - Secured Return on any remaining 100% Recovery Claims collateral securing Claim. Est. Amount: Unimpaired, deemed to Unknown accept Plan. 3 - Secured Retention of liens 100% Recovery Tax Claims Unimpaired, deemed to Est. Amount: $0 accept Plan. 4 - General Pro rata share of Unknown Recovery Unsecured remaining assets Est. Amount: Claims Impaired, entitled to vote $855,996,580 5 - Interests No distribution 0% Recovery Impaired, deemed to reject Plan B. Claims/Interests Asserted Against Opus West Construction Corp. Est. Recovery/ Class/Type Treatment/Status Est. Claim Amt ---------- ---------------- -------------- 1 - Priority Paid 90% of allowed claim. 90% Recovery Non-Tax Claims Impaired, entitled to vote. Est. Amount: $594,235 2 - Secured Return on any remaining 100% Recovery Claims collateral securing Claim. Est. Amount: $0 Unimpaired, deemed to accept Plan. 3 - Secured Retention of liens 100% Recovery Tax Claims Unimpaired, deemed to Est. Amount: $0 accept Plan. 4 - General Pro rata share of Unknown Recovery Unsecured remaining assets Est. Amount: Claims Impaired, entitled to vote $33,204,768 5 - Interests No distribution 0% Recovery Impaired, deemed to reject Plan C. Claims/Interests Asserted Against Opus West L.P. Est. Recovery/ Class/Type Treatment/Status Est. Claim Amt ---------- ---------------- -------------- 1 - Priority Paid 90% of allowed claim. 90% Recovery Non-Tax Claims Impaired, entitled to vote. Est. Amount: $0 2 - Secured Return on any remaining 100% Recovery Claims collateral securing Claim. Est. Amount: $0 Unimpaired, deemed to accept Plan. 3 - Secured Retention of liens 100% Recovery Tax Claims Unimpaired, deemed to Est. Amount: $0 accept Plan. 4 - General Pro rata share of Unknown Recovery Unsecured remaining assets Est. Amount: Claims Impaired, entitled to vote $80,215,957 5 - Interests No distribution 0% Recovery Impaired, deemed to reject Plan In addition, holders of mechanics' liens related to the Debtors' 121 Lakepointe property sold by OWLP will receive a pro rata distribution from approximately $6,100,000 in proceeds remaining from the sale and currently being held by the Debtors. Any remaining Allowed Claims of holders of mechanics' liens remaining will be a "Deficiency Claim." Plan Provides Best Recovery for Creditors John Greer, authorized representative of Opus West, asserts that approval of the proposed Opus West Plan will result in a higher recovery to unsecured creditors than if the Debtors' Estates were liquidated in a Chapter 7 proceeding. If the Plan is not confirmed, one or more Debtors -- or if the Debtors' exclusive period with which to file a Plan has expired, any other party-in-interest -- may be entitled to file a different plan, Mr. Greer notes. However, in light of the fact that the Debtors have already liquidated their primary assets, no feasible plan structure could be proposed other than that contained in the present Plan, Mr. Greer points out. The Debtors therefore believe that the present Plan provides holders of claims and interests with the greatest value possible under the circumstances. Furthermore, the Debtors believe that any subsequently proposed plan would likely provide a less favorable treatment than the Plan by further delaying distributions. In connection with their analysis, the Debtors prepared cash forecasts for November and December 2009, copies of which is available for free at http://bankrupt.com/misc/OpWLiqBud.pdf A full-text copy of the Opus West Chapter 11 Plan is available for free at http://bankrupt.com/misc/OpWPlan.pdf A full-text copy of the Opus West Disclosure Statement is available for free at http://bankrupt.com/misc/OpWDS.pdf Court Conditionally Approves Disclosure Statement At a December 2, 2009 hearing, Bankruptcy Judge Hale conditionally approved that the Opus West Disclosure Statement contains "adequate information" in accordance with Section 1125 of the Bankruptcy Code. In this sense, the Disclosure Statement is subject to final approval after notice and a hearing. Pursuant to Section 1125(a)(1), "adequate information" is defined as "information of a kind, and in sufficient detail, as far as reasonably practicable in light of the nature and history of the Debtors and the condition of the Debtors' books and records, that would enable a hypothetical reasonable investor typical of holders of claims or interests of the relevant Class to make an informed judgment about the Plan." The Court has set December 7, 2009, as the record date for determining creditors and other parties-in-interest entitled to receive a Solicitation Package and to vote on the Plan. The Court has also approved the proposed form of ballots for distribution to creditors and parties-in-interest entitled to vote on the Plan. The Debtors will cause a Solicitation Package, which will include, among other things, (1) the Disclosure Statement with the Plan and all attached exhibits, (2) a copy of the Final Disclosure Statement and Final Confirmation Hearing Notice, (3) a copy of the Disclosure Statement Order, and (4) ballots, to be mailed via first-class United States mail to the Notice Parties. The Notice Parties comprise of (i) persons or entities listed on the Debtors' Schedules, (ii) persons or entities having filed with the Court a proof of claim against the Debtors not otherwise withdrawn or disallowed by the Voting Record Date, (iii) the Internal Revenue Service, (iv) the U.S. Trustee, and (v) all parties requesting special notice. Creditors entitled to vote will have until January 4, 2009, at 4:00 p.m. Prevailing Texas Time, to have their ballots received by the Debtors' balloting agent. The Bankruptcy Court scheduled a combined hearing to consider final approval of the Disclosure Statement and confirmation of the Plan on January 6, 2010, at 1:30 p.m. Prevailing Texas Time. Any objections to the confirmation of the Plan must be in writing and filed with the Clerk of the Bankruptcy Court to ensure actual receipt on or before January 4, 2010, at 12:00 p.m. Any objection must also be received by the Objection Deadline by Greenberg Traurig LLP, counsel for Opus West Corp. and Opus West Construction Corp.; Franklin Skierski Lovall Hayward LLP, counsel for Opus West LP; and Gardere Wynn Sewell LLP, counsel for the Official Committee of Unsecured Creditors. About Opus West Corporation Based in Phoenix, Arizona, Opus West Corporation is a full-service real estate development firm that focuses on acquiring, constructing, operating, managing, leasing and/or disposing of real estate development projects primarily located in the western United States. Opus West and its affiliates filed for Chapter 11 on July 6, 2009 (Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at Greenberg Traurig, LLP, represents the Debtors in their restructuring efforts. Franklin Skierski Lovall Hayward, LLP, is co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts counsel. Chatham Financial Corp. is financial advisor. BMC Group is the Company's claims and notice agent. As of May 31, Opus West -- together with its non-debtor affiliates -- had $1,275,334,000 in assets against $1,462,328,000 in debts. In its bankruptcy petition, Opus West said it had assets and debts both ranging from $100 million to $500 million. Opus West joins affiliates that previously filed for bankruptcy. Opus East LLC, a real estate operator from Rockville, Maryland, commenced a Chapter 7 liquidation on July 1 in Delaware. Opus South Corp., a Florida condominium developer based in Atlanta, filed a Chapter 11 petition April 22 in Delaware. Bankruptcy Creditors' Service, Inc., publishes Opus West Bankruptcy News. The newsletter tracks the separate Chapter 11 proceedings of Opus West Corp. and Opus South Corp. and their related debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) OPUS WEST: Proposes SW 119 Plaza Settlement ------------------------------------------- Opus West Corp. and its units ask the Court to approve a compromise and settlement of controversy and mutual releases with SW 119 Plaza Del Rio Limited Partnership regarding various claims between the Parties. According to Clifton R. Jessup, Jr., Esq., at Greenberg Traurig LLP, in Dallas, Texas, the Parties desire to avoid the expense, inconvenience, delay, and uncertainty of litigation by compromising and settling the claims and disputes arising pursuant to a certain letter agreement among them. Accordingly, the Parties stipulate that: (a) the Letter Agreement will be terminated; (b) any amounts owed by the Debtors to SW 119 under the Letter Agreement will be forgiven; (c) SW 119 will have no obligation to repay any amounts previously advanced by the Debtors related to a property subject of the Letter Agreement; and (d) the Debtors and SW 119 will exchange mutual releases. Mr. Jessup notes that under the Stipulation, the Debtors will avoid liability of more than $300,000, and will avoid the fees, expenses, and risks associated with defending or pursuing the various claims asserted against it and by it. About Opus West Corporation Based in Phoenix, Arizona, Opus West Corporation is a full-service real estate development firm that focuses on acquiring, constructing, operating, managing, leasing and/or disposing of real estate development projects primarily located in the western United States. Opus West and its affiliates filed for Chapter 11 on July 6, 2009 (Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at Greenberg Traurig, LLP, represents the Debtors in their restructuring efforts. Franklin Skierski Lovall Hayward, LLP, is co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts counsel. Chatham Financial Corp. is financial advisor. BMC Group is the Company's claims and notice agent. As of May 31, Opus West -- together with its non-debtor affiliates -- had $1,275,334,000 in assets against $1,462,328,000 in debts. In its bankruptcy petition, Opus West said it had assets and debts both ranging from $100 million to $500 million. Opus West joins affiliates that previously filed for bankruptcy. Opus East LLC, a real estate operator from Rockville, Maryland, commenced a Chapter 7 liquidation on July 1 in Delaware. Opus South Corp., a Florida condominium developer based in Atlanta, filed a Chapter 11 petition April 22 in Delaware. Bankruptcy Creditors' Service, Inc., publishes Opus West Bankruptcy News. The newsletter tracks the separate Chapter 11 proceedings of Opus West Corp. and Opus South Corp. and their related debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) PACIFIC ETHANOL: John Miller's Employment Ended December 4 ---------------------------------------------------------- Pacific Ethanol, Inc., reports that John T. Miller's employment with the Company ended on December 4, 2009. Mr. Miller was the Company's Chief Operating Officer. The duties of the Chief Operating Officer will be assumed by Neil M. Koehler, the Company's Chief Executive Officer, and Bryon T. McGregor, the Company's Chief Financial Officer. Mr. Miller will continue to serve as an authorized officer of Pacific Ethanol Holding Co. LLC and its subsidiaries in connection with their bankruptcy proceedings. About Pacific Ethanol Pacific Ethanol is the largest West Coast-based marketer and producer of ethanol. Pacific Ethanol has ethanol plants in Madera and Stockton, California; Boardman, Oregon; and Burley, Idaho. Pacific Ethanol also owns a 42% interest in Front Range Energy, LLC, which owns an ethanol plant in Windsor, Colorado. Pacific Ethanol has achieved its goal of 220 million gallons per year of ethanol production capacity in 2008. In addition, Pacific Ethanol is working to identify and develop other renewable fuel technologies, such as cellulose-based ethanol production and bio- diesel. The Company has assets of $548,063,000 against total debts of $362,630,000 as of September 30, 2009. It has $11,336,000 in cash and cash equivalents as of Sept. 30. Five indirect wholly owned subsidiaries of Pacific Ethanol, Inc. -- Pacific Ethanol Holding Co. LLC, Pacific Ethanol Madera LLC, Pacific Ethanol Columbia, LLC, Pacific Ethanol Stockton, LLC and Pacific Ethanol Magic Valley, LLC -- commenced a case by filing a voluntary petition for relief under Chapter 11 of the Bankruptcy Code before the United States Bankruptcy Court for the District of Delaware on May 17, 2009. Pacific Ethanol Holding Co. LLC and four affiliates filed for Chapter 11 on May 17, 2009 (Bankr. D. Del. Case No. 09-11713). Judge Kevin Gross handles the case. Attorneys at Cooley Godward Kronish LLP represent the Debtors as counsel. Attorneys at Potter Anderson & Corroon LLP are co-counsel. Epiq Bankruptcy Solutions LLC is the claims agent. Pacific Ethanol Holding disclosed $50 million to $100 million in assets and $100 million to $500 million in debts in its petition. Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy Marketing LLC, and Pacific Ag. Products, LLC, have not filed for Chapter 11 bankruptcy protection. The Company is expected to continue to manage the Plant Subsidiaries under an Asset Management Agreement and Kinergy and PAP are expected to continue to market and sell the Plant Subsidiaries' ethanol and feed production under existing Marketing Agreements. PAETEC HOLDING: Columbia Wanger Discloses 10.6% Equity Stake ------------------------------------------------------------ Columbia Wanger Asset Management, L.P., disclosed it may be deemed the beneficial owner of 15,518,750 shares or roughly 10.6% of Paetec Holding Corporation common stock as of November 30, 2009. The shares include those held by Columbia Acorn Trust, a Massachusetts business trust that is advised by Columbia Wanger. CAT holds 8.07% of the Paetec Holding shares. About PAETEC Holding PAETEC Holding Corp., through its subsidiaries, provides integrated communications services, including local and long distance voice, data, and broadband Internet access services, primarily to business and institutional customers. On February 8, 2008, PAETEC Holding completed its combination by merger with McLeodUSA Incorporated, which became a wholly owned subsidiary of PAETEC Holding upon completion of the merger. As of June 30, 2009, PAETEC had in service 223,311 digital T1 transmission lines, which represented the equivalent of 5,359,464 access lines, for over 47,000 business customers in a service area encompassing 82 of the country's top 100 metropolitan statistical areas. At September 30, 2009, the Company had $1.44 billion in total assets against $1.25 billion in total liabilities. Effective on June 1, 2009, the Company entered into a Second Amendment and Waiver to its Credit Agreement with its lenders which amends the Credit Agreement, dated as of February 28, 2007, and amended as of June 27, 2007. The Amendment grants the Company the right, at its option and subject to specified conditions, voluntarily to prepay term loans outstanding under its term loan facilities at any time and from time to time during a period beginning on the effective date of the Amendment and ending 18 months after such effective date. The total cash payments to be made by the Company in connection with such voluntary prepayments may not exceed $100,000,000, excluding amounts applied to the payment of accrued and unpaid interest and fees. The Amendment also modifies some of the restrictive covenants in the Credit Agreement primarily to permit the Company to issue senior secured notes and to allow the Company and its subsidiaries to incur indebtedness and related obligations under such notes if specified conditions are satisfied. * * * As reported by the Troubled Company Reporter on June 18, 2009, Standard & Poor's Ratings Services assigned PAETEC Holding's proposed senior secured notes due 2017 an issue-level rating of 'B' (the same as the corporate credit rating) with a recovery rating of '3', indicating expectations for meaningful (50%-70%) recovery in the event of payment default. At the same time, S&P affirmed all other ratings on PAETEC, including the 'B' corporate credit rating. The outlook is stable. Moody's Investors Service assigned a B1 rating to the senior secured note issuance. Moody's affirmed all other ratings, including the SGL-1 liquidity rating. The rating outlook remains stable. PANOLAM INDUSTRIES: Court OKs Prepackaged Reorganization Plan ------------------------------------------------------------- Panolam Industries International, Inc. disclosed December 10 that Judge Mary F. Walrath of the United States Bankruptcy Court for the District of Delaware has confirmed the Company's Chapter 11 prepackaged plan of reorganization. The Bankruptcy Court's approval of the Prepackaged Plan paves the way for the Company to emerge from bankruptcy by the end of December 2009, as soon as all the closing conditions to the Prepackaged Plan have been met. Under the Prepackaged Plan, the Company will be able to reduce the amount of debt on its balance sheet by approximately $151 million, which will eliminate approximately $16 million in annual cash interest payments on its senior subordinated notes and put the Company in a stronger financial position for the future. "The Bankruptcy Court's confirmation of our Prepackaged Plan is a major milestone for Panolam and we are very pleased with this outcome," said Mr. Robert J. Muller, Jr., Chairman and Chief Executive Officer of the Company. "We appreciate the continuing loyalty of our business partners, suppliers, customers, and employees throughout this process. We thank all of our stakeholders who played a critical role in Panolam's successful restructuring from which we will emerge with a stronger balance sheet and be better positioned to pursue future growth opportunities." About Panolam Holdings Shelton, Connecticut-based Panolam Industries International, Inc., designs, manufactures and distributes decorative laminates, primarily thermally fused melamine panels and high-pressure laminate sheets, throughout the United States and Canada. The Company markets its products through independent distributors and directly to kitchen and bathroom cabinet, furniture, store fixtures and original equipment manufacturers. Panolam Holdings Co. filed for Chapter 11 bankruptcy protection on November 4, 2009 (Bankr. D. Delaware Case No. 09-13889). Its debtor-affiliates, Panolam Industries International, Inc., Panolam Holdings II Co., Panolam Industries Inc., Pioneer Plastics Corporation, Nevamar Holding Corp., Nevamar Holdco, LLC, and Nevamar Company LLC also filed for bankruptcy. Drew G. Sloan, Esq., Lee E. Kaufman, Esq., Mark D. Collins, Esq., and Michael Joseph Merchant, Esq., at Richards Layton & Finger, P.A., assist the Debtors in their restructuring efforts. Perella Weinberg Partners is the Debtors' financial advisor. Epiq Bankruptcy Solutions LLC is the Debtors' claims agent. PARADISE CINEMA: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Paradise Cinema Center Inc. 1100 Irvine Blvd #226 Tustin, CA 92780 Bankruptcy Case No.: 09-23834 Chapter 11 Petition Date: December 11, 2009 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Robert N. Kwan Debtor's Counsel: Daniel King, Esq. 621 S Spring, St #802 Los Angeles, CA 90014 Tel: (213) 880-2723 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 Destin Seferaj, president of the Company. PARMALAT SPA: Court to Notify Investors of Additional Settlements ----------------------------------------------------------------- A notification program has begun, as ordered by the U.S. District Court for the Southern District of New York, to alert domestic investors, including U.S. persons and entities, who bought Parmalat Finanziaria S.p.A. equity securities from January 5, 1999 through and including December 18, 2003 about two partial settlements of a class action. This press release is issued by the Court-appointed Parmalat Notice and Claims Administrator as part of the notification effort. The lawsuit alleges that Parmalat and numerous other defendants participated in a fraudulent financial scheme, resulting in the understatement of Parmalat's debt and the overstatement of its net assets. Parmalat ultimately filed for bankruptcy, and the value of its stock dramatically declined. The defendants deny that they did anything wrong, and the settlements do not mean that any law was violated. The Court did not decide which side was right. The partial settlements resolve the case against several Deloitte & Touche Parties and several Grant Thornton Parties and will pay money to Class Members. The terms "Deloitte & Touche Parties" and "Grant Thornton Parties" and other capitalized terms used in this notice are defined in the detailed Notice available at: http://www.ParmalatSettlement.com/ The Deloitte & Touche Settling Parties agreed to pay $8.5 million and the Grant Thornton Settling Parties agreed to pay $6.5 million to resolve this matter; attorneys' fees, expenses and administrative costs will also be paid from these amounts. Settlement stipulations, available at http://www.ParmalatSettlement.com/describe all of the details. In May 2004, the Court appointed the law firms of Cohen Milstein Sellers & Toll PLLC, of Washington, D.C. and Grant & Eisenhofer, P.A., of Wilmington, DE, to represent the Class, and the law firm of Spector Roseman Kodroff & Willis, P.C., of Philadelphia, PA, has served as counsel. These firms have been litigating this case known as In re Parmalat Securities Litigation, No. 04 MD 1653 (LAK), since that time, and they negotiated the partial settlements. Notices informing Class members about their legal rights are scheduled to be mailed in early December, 2009. Class members may also now exclude themselves from the two partial settlements with the Grant Thornton parties and Deloitte & Touche parties, or object to the terms of the proposed settlements. The deadline for exclusions is February 1, 2010, and the deadline for objecting to the two settlements is February 16, 2010. A hearing will later be held in New York on March 8, 2010, at 2:30 p.m. (eastern standard time), to consider whether to approve the settlements, the proposed plan of allocation for them and the application for attorneys' fees and expenses. About Parmalat S.p.A. Headquartered in Milan, Italy, Parmalat S.p.A. -- http://www.parmalat.net/-- sells nameplate milk products that can be stored at room temperature for months. It also has about 40 brand product lines, which include yogurt, cheese, butter, cakes and cookies, breads, pizza, snack foods and vegetable sauces, soups and juices. The Company's U.S. operations filed for Chapter 11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139). Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, represent the Debtors. When the U.S. Debtors filed for bankruptcy protection, they reported more than US$200 million in assets and debts. The U.S. Debtors emerged from bankruptcy on April 13, 2005. Parmalat S.p.A. and its Italian affiliates filed separate petitions for Extraordinary Administration before the Italian Ministry of Productive Activities and the Civil and Criminal District Court of the City of Parma, Italy on December 24, 2003. Dr. Enrico Bondi was appointed Extraordinary Commissioner in each of the cases. The Parma Court has declared the units insolvent. On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No. 04-14268, in the United States Bankruptcy Court for the Southern District of New York. Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat Capital Finance Ltd., and Food Holdings Ltd. Dairy Holdings and Food Holdings are Cayman Island special-purpose vehicles established by Parmalat S.p.A. The Finance Companies are under separate winding up petitions before the Grand Court of the Cayman Islands. Gordon I. MacRae and James Cleaver of Kroll (Cayman) Ltd. serve as Joint Provisional Liquidators in the cases. On January 20, 2004, the Liquidators filed Sec. 304 petition, Case No. 04-10362, in the United States Bankruptcy Court for the Southern District of New York. In May 2006, the Cayman Island Court appointed Messrs. MacRae and Cleaver as Joint Official Liquidators. Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon, Herlands Randolph, represent the Finance Companies in the Sec. 304 case. The Honorable Robert D. Drain presided over the Parmalat Debtors' U.S. cases. On June 21, 2007, the U.S. Court granted Parmalat permanent injunction. PIFER LLC: Case Summary & 10 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Pifer, LLC PO Box 11113 Charlotte, NC 28220 Bankruptcy Case No.: 09-33444 Chapter 11 Petition Date: December 11, 2009 Court: United States Bankruptcy Court Western District of North Carolina (Charlotte) Judge: J. Craig Whitley Debtor's Counsel: Glenn C. Thompson, Esq. Hamilton Moon Stephens Steele & Martin 201 S. College Stree, Suite 2020 Charlotte, NC 28244-2020 Tel: (704) 227-1067 Fax: (704) 344-1483 Email: gthompson@lawhms.com Travis W. Moon, Esq. Hamilton Moon Stephens Steele Martin 2020 Charlotte Plaza 201 S. College Street Charlotte, NC 28244-2020 Tel: (704) 344-1117 Email: tmoon@lawhms.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 $4,300,011 and total debts of $1,881,980. A full-text copy of the Debtor's petition, including a list of its 10 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ncwb09-33444.pdf The petition was signed by Robert B. Pifer, member/manager of the Company. PILGRIM'S PRIDE: Court Confirms Plan of Reorganization ------------------------------------------------------ Pilgrim's Pride Corporation disclosed that the U.S. Bankruptcy Court for the Northern District of Texas has approved the amended joint plan of reorganization of the Company and six of its subsidiaries that are debtors and debtors in possession in the Chapter 11 cases pending before the court. Following a court hearing held December 8 in Ft. Worth, Judge D. Michael Lynn today entered an order confirming the amended plan of reorganization, paving the way for the Debtors to exit bankruptcy later this month. Pilgrim's Pride said that it expects to emerge from bankruptcy before the end of December. "This is a proud day for everyone at Pilgrim's Pride who has worked so hard over the past year to restructure our business," said Don Jackson, president and chief executive officer, after the court hearing. "The past 12 months have been filled with tremendous challenges and unprecedented opportunities. There have been a lot of tough, painful decisions made about the future of this company, yet our employees have joined together to create a new market-driven organization that is clearly focused on serving our customers." In September, the Debtors filed a joint plan of reorganization and related disclosure statement with the court. Under terms of the joint plan of reorganization, Pilgrim's Pride has entered into an agreement to sell 64% of the new common stock of the reorganized Pilgrim's Pride to JBS U.S.A. for $800 million in cash. The completion of the transaction is subject to the closing of an exit facility for senior secured financing in an aggregate principal amount of up to $1.75 billion, certain regulatory approvals and other customary closing conditions. About Pilgrim's Pride Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation (Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs roughly 41,000 people and operates chicken processing plants and prepared-foods facilities in 14 states, Puerto Rico and Mexico. The Company's primary distribution is through retailers and foodservice distributors. Pilgrim's Pride Corp. and six other affiliates filed Chapter 11 petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664). The Debtors' operations in Mexico and certain operations in the United States were not included in the filing and continue to operate as usual outside of the Chapter 11 process. Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges LLP, as bankruptcy counsel. Lazard Freres & Co., LLC, is the Company's investment bankers and William K. Snyder of CRG Partners Group LLC is chief restructuring officer. Kurtzman Carson Consulting LLC serves as claims and notice agent. Kelly Hart and Brown Rudnick represent the official equity committee. Attorneys at Andrews Kurth LLP represent the official committee of unsecured creditors. As of December 27, 2008, the Company had US$3,215,103,000 in total assets, US$612,682,000 in total current liabilities, US$225,991,000 in total long-term debt and other liabilities, and US$2,253,391,000 in liabilities subject to compromise. Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride Bankruptcy News. The newsletter tracks the Chapter 11 proceeding of Pilgrim's Pride Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) PINNACLE FOODS: Bank Debt Trades at 8% Off in Secondary Market -------------------------------------------------------------- Participations in a syndicated loan under which Pinnacle Foods is a borrower traded in the secondary market at 92.13 cents-on-the- dollar during the week ended Friday, Dec. 11, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 3.22 percentage points from the previous week, The Journal relates. The Company pays 275 basis points above LIBOR to borrow under the facility. The bank loan matures on April 2, 2014, and carries Moody's B2 rating and Standard & Poor's B rating. The debt is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Dec. 11. On Nov. 24, 2009, the Troubled Company Reporter said that Standard & Poor's placed its rating on Pinnacle Foods Group LLC, including its 'B-' corporate credit rating, on CreditWatch with positive implications. "We placed the ratings on CreditWatch positive when Pinnacle Foods announced an agreement to acquire Birds Eye Foods, Inc., in a transaction valued at $1.3 billion," said Standard & Poor's credit analyst Christopher Johnson. "We believe that the acquisition will likely be leverage neutral." S&P estimates that pro forma debt to EBITDA, excluding any EBITDA synergies, would be about 7.8x compared with a ratio of about 7.7x for the 12 months ended Sept. 30, 2009, and that potential synergies from the combination could result in reduced leverage following the close of the transaction. Based in Mt. Lakes, N.J., Pinnacle Foods Group LLC manufactures, markets and distributes branded food products. It was formerly referred as Pinnacle Foods Group, Inc., prior to April 2, 2007. PREMIUM DEVELOPMENTS: Sec. 341 Creditors Meeting Set for Jan. 12 ---------------------------------------------------------------- The U.S. Trustee for Region 18 will convene a meeting of Premium Developments LLC's creditors on January 12, 2010, at 3:30 p.m. at Wenatchee Federal Building, 301 Yakima Street Room M08, Wenatchee, WA. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. East Wenatchee, Washington-based Premium Developments LLC filed for Chapter 11 bankruptcy protection on December 4, 2009 (Bankr. E.D. Wash. Case No. 09-06746). Allan L. Galbraith, Esq., at Davis Arneil Law Firm 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. PS BUSINESS: S&P Affirms Preferred Stock Ratings at 'BB+' --------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BBB' corporate credit and 'BB+' preferred stock ratings on PS Business Parks Inc. and PS Business Parks L.P. The outlook remains positive. S&P's ratings on PS Business acknowledge the company's comparatively conservative financial policy of financing itself predominantly with common and preferred stock. As a result, the company faces negligible refinancing risk. Additionally, its coverage measures are very solid and have held steady despite the current economic downturn. The ratings also reflect the company's less-risky long-term-hold portfolio strategy, as well as its niche market position. These strengths are somewhat tempered by a weaker asset base with mixed tenant quality, along with significant lease maturities in 2010 amid likely still-challenging fundamental office market conditions. S&P continues to expect office fundamentals to remain weak into 2010. However, PS Business' comparatively conservative financial profile and very solid and stable coverage metrics support its long-term-hold investment strategy, which includes little development risk. S&P would consider raising the ratings one notch if PS Business' markets show signs of stabilizing, the company continues to maintain competitive occupancy, and fixed- charge coverage remains comfortably above 2.5x. S&P would revise the outlook back to stable, however, if the REIT's operating results deteriorate more than contemplated in S&P's downside stress scenario, causing its fixed-charge coverage ratio to drop below 2.5x. PSYCHIATRIC SOLUTIONS: S&P Assigns 'B+' Senior Secured Debt Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services said that it assigned its preliminary 'B+' senior secured debt, preliminary 'B+' senior unsecured debt, preliminary 'B-' subordinated rating, and preliminary 'CCC+' preferred stock ratings to Psychiatric Solutions Inc.'s Rule 415 shelf registration. This filing falls under the SEC's well-known seasoned issuer rules, which do not require a dollar amount of securities to be registered. The registration replaces a previous registration. The corporate credit rating on Franklin, Tennessee-based PSI is 'B+', and the rating outlook is stable. The rating on behavioral health services provider Psychiatric Solutions Inc. reflects the company's significant debt burden and the impact of the weak economy on the company's patient volume. PSI is also exposed to potential third-party payor pricing and reimbursement changes. These risks are the key drivers of its speculative-grade credit profile, notwithstanding the company's position as one of the largest providers in the highly fragmented behavioral health industry, and its experience in integrating acquisitions. Ratings List Psychiatric Solutions Inc. Corporate credit rating B+/Stable/-- New Ratings Assigned Senior secured shelf debt prelim B+ Senior unsecured shelf debt prelim B+ Subordinated shelf debt prelim B- Preferred stock shelf prelim CCC+ RATHGIBSON INC: Plan Exclusivity Extended to February ----------------------------------------------------- RathGibson Inc. sought and obtained a Feb. 23 extension of the exclusive right to propose a reorganization plan, Bill Rochelle at Bloomberg News reported. According to the report, although Tronox has won approval of the disclosure statement explaining its Chapter 11 plan, it is revising the plan and intends to emerge from Chapter 11 in the first quarter of 2010. The amendments will be designed to accomplish a "more tax efficient restructuring." Based in Lincolnshire, Illinois, RathGibson Inc. -- http://www.RathGibson.com/, http://www.GreenvilleTube.com/ and http://www.ControlLine.com/-- is a worldwide manufacturer of highly engineered stainless steel, nickel, and titanium tubing for diverse industries such as chemical, petrochemical, energy -- power generation, energy -- oil and gas, food, beverage, pharmaceutical, biopharmaceutical, medical, biotechnology, and general commercial. Manufacturing locations include: Janesville, Wisconsin, North Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and Marrero, Louisiana (Mid-South Control Line). In addition to the sales offices in Janesville, North Branch, and Marrero, RathGibson has also strategically placed sales offices in Houston, Texas, USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia; Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna, Austria; and Buenos Aires, Argentina. RathGibson, Inc., together with three affiliates, filed for Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452). Attorneys at Young, Conaway, Stargatt & Taylor and Willkie Farr & Gallagher LLP serve as co-counsel. Jefferies & Company Inc. and Mesirow Financial Consulting LLC have been hired as financial advisors. Kelley Drye & Warren LLP serves as special corporate counsel. Garden City Group is claims and notice agent. The petition says that Rathgibson has assets and debts of $100 million to $500 million. Scott Welkis, Esq., Kristopher M. Hansen, Esq., and Jayme T. Goldstein, Esq., at Stroock & Stroock & Lavan represent Wilmington Trust FSB, as administrative agent, and an ad hoc committee of certain holders of Senior Notes. Attorneys at Richards, Layton & Finger P.A., also represent the ad hoc noteholders committee. READER'S DIGEST: Lease Decision Period Extended to January 15 ------------------------------------------------------------- The Bankruptcy Court granted the request, and extended the time within which Reader's Digest Association Inc. and its units must assume or reject unexpired leases to January 15, 2010. Any objection to the relief requested that have not been withdrawn is overruled on the merits or resolved by agreement pursuant to the terms of the order. The Debtors have asked for an extension through March 22, 2010, which date reflects a 90-day extension of the current lease disposition deadline of December 22, 2009. Judge Drain maintained that nothing in the order will be deemed to authorize the assumption or rejection of any of the Unexpired Leases, and that the extension is without prejudice to the Debtors' right to seek further extensions and the right of any lessor to object to further extension. The listing of an agreement or a party in the Unexpired Leases will not constitute an admission by the Debtors that the agreement, or any agreement with the party, is an unexpired lease within the meaning of Section 365 of the Bankruptcy Code, or that it is necessarily a binding and enforceable contract. The Debtors retain the right to identify additional parties to nonresidential real property leases, and any of those parties and leases will be subject to the terms of the Order, notwithstanding the fact that the party or the lease was not previously included in the list of Unexpired Leases. Prior to the entry of the Order, SG Chappaqua A LLC and SG Chappaqua B LLC argued that the requested 90-day extension of the current lease disposition deadline is premature and prejudicial to SG Chappaqua, and that any extension should be limited to January 15, 2010. SG Chappaqua, which has certain contracts and unexpired leases with Reader's Digest, has also requested postpetition payments on the Debtors' promissory note. In response, the Debtors argued that they are not required to make payments on SG Chappaqua's unsecured prepetition note to obtain an extension of the lease disposition deadline. They add that even if the note payments fall under Section 365(d)(3), conditioning extension of the deadline on making payments is inappropriate and inconsistent with controlling Second Circuit precedent. About The Reader's Digest Association RDA is a global multi-brand media and marketing company that educates, entertains and connects audiences around the world. The company builds multi-platform communities based on branded content. With offices in 44 countries, it markets books, magazines, and music, video and educational products reaching a customer base of 130 million in 78 countries. It publishes 94 magazines, including 50 editions of Reader's Digest, the world's largest-circulation magazine, operates 65 branded Web sites generating 22 million unique visitors per month, and sells 40 million books, music and video products across the world each year. Its global headquarters are in Pleasantville, N.Y. Reader's Digest said that as of June 30, 2009, it had total assets of $2.2 billion against total debts of $3.4 billion. Reader's Digest, together with its 47 affiliates, filed for Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529). Kirkland & Ellis LLP has been engaged as general restructuring counsel. Mallet-Prevost, Colt & Mosle LLP has been tapped as conflicts counsel. Ernst & Young LLP is auditor. Miller Buckfire & Co, LLC, is financial advisor. AlixPartners, LLC, is restructuring consultant. Kurtzman Carson Consultants is notice and claims agent. The Official Committee of Unsecured Creditors is tapping BDO Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as investment banker and Otterbourg, Steindler, Houston & Rosen, P.C., as counsel. Bankruptcy Creditors' Service, Inc., publishes Reader's Digest Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Reader's Digest and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) READER'S DIGEST: R. Branson Wants Consideration of Pension Payment ------------------------------------------------------------------ In a letter addressed to Judge Drain, Robert R. Branson, a longtime retiree of The Reader's Digest Association, Inc., tells the Court that he was terminated without case on January 1, 1987, because his position was eliminated after 25 years of service. Mr. Branson says that because of his age, his pension was reduced to $1,987 a month. To supplement the pension, he discloses, Reader's Digest offered, and he accepted, a lifetime annuity of $1,273 a month in exchange for him not receiving two years of severance pay. He asserts that by not receiving the annuity check, his retirement income from Reader's Digest has been reduced by 40%. Against this backdrop, Mr. Branson suggests that the Court considers one of these options for him: (1) continue his monthly check of $1,273; (2) reimburse him for the two years of severance pay, which he did not receive; or (3) pay him the full amount of his unsecured claim amounting to $96,448. "I am now 79 years of age and one loss of the lifetime annuity check will certainly reduce my ability to pay for my living expenses and increasing medical expenses," Mr. Branson says. He notes that Ripplewood Holdings LLC was aware of his retirement benefits when it purchased Reader's Digest in March 2007. About The Reader's Digest Association RDA is a global multi-brand media and marketing company that educates, entertains and connects audiences around the world. The company builds multi-platform communities based on branded content. With offices in 44 countries, it markets books, magazines, and music, video and educational products reaching a customer base of 130 million in 78 countries. It publishes 94 magazines, including 50 editions of Reader's Digest, the world's largest-circulation magazine, operates 65 branded Web sites generating 22 million unique visitors per month, and sells 40 million books, music and video products across the world each year. Its global headquarters are in Pleasantville, N.Y. Reader's Digest said that as of June 30, 2009, it had total assets of $2.2 billion against total debts of $3.4 billion. Reader's Digest, together with its 47 affiliates, filed for Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529). Kirkland & Ellis LLP has been engaged as general restructuring counsel. Mallet-Prevost, Colt & Mosle LLP has been tapped as conflicts counsel. Ernst & Young LLP is auditor. Miller Buckfire & Co, LLC, is financial advisor. AlixPartners, LLC, is restructuring consultant. Kurtzman Carson Consultants is notice and claims agent. The Official Committee of Unsecured Creditors is tapping BDO Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as investment banker and Otterbourg, Steindler, Houston & Rosen, P.C., as counsel. Bankruptcy Creditors' Service, Inc., publishes Reader's Digest Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Reader's Digest and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) READER'S DIGEST: Wants WRC Media-Led Auction for CompassLearning ---------------------------------------------------------------- The Reader's Digest Association, Inc., and certain of its Debtor affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to: (a) authorize and approve the sale of substantially all of the assets of CompassLearning, free and clear of all liens, claims, interests and encumbrances, pursuant to the terms of either: -- an Asset Purchase Agreement dated November 30, 2009, between CompassLearning, Inc., and WRC Media, Inc., and CompassLearning Acquisition Corporation, a Delaware corporate formed by Marlin Equity II, L.P., to facilitate the sale; or alternatively, -- a marked version of the APA, among CompassLearning, Inc., WRC Media, Inc., and the other successful bidder arising from the Auction in accordance with the Bidding Procedures; (b) authorize and approve the bidding procedures for competitive bidding in connection with the sale of CompassLearning, including the stalking horse bid protections; (c) approve the form and manner of notice of the sale by auction, the sale hearing and related matters; (d) authorize and approve procedures for the assumption and assignment of contracts and leases; (e) authorize and approve the assumption and assignment of executory contracts and unexpired leases to the Stalking Horse Bidder or successful bidder arising from the Auction; (f) authorize and approve the one-time, sale-related incentive payments to certain non-insider employees of CompassLearning; and (g) establish these dates and deadlines, subject to modification: -- December 31, 2009, as the last date by which potential bidders may deliver the bid documents required to participate in the auction pursuant to the Bidding Procedures; -- January 4, 2010, as the deadline to object to the Sale transactions and the assumption and assignment of Assumed Contracts or related cure amounts; -- January 5, 2010, as the deadline by which all binding bids must be actually received pursuant to the Bidding Procedures; -- January 7, 2010, as the date of the auction, if one is needed; and -- January 11, as the date of the sale hearing. CompassLearning is a research-based, educational technology company that produces and markets a wide-range of digital supplemental education materials, and provides onsite technical support and seminar consulting/teacher training professional services for educators to facilitate curriculum development and technology integration in the classrooms using CompassLearning products. CompassLearning is a wholly-owned subsidiary of Debtor WRC Media, Inc., which in turn, is wholly-owned by Reader's Digest. Among the material terms of the APA are: -- Purchase Price: $20,250,000. The total Purchase Price is $43,184,290, if including assumed liabilities; -- Deposit: $1,500,000 deposited into escrow account by Buyer upon execution of the APA; -- Bid Protections Break-Up Fee: $607,500, an amount equal to 3% of the Initial Purchase Price of $20,250,000; -- Reimbursable Expenses: up to a cap of $300,000; -- Liabilities that will be assumed by the Stalking Horse Bidder, include (i) liabilities relating exclusively to Buyer's ownership or operation of the Business or Acquired Assets that arise exclusively from events, facts or circumstances that occur after the Closing, (ii) all Current Liabilities, including liabilities for deferred revenue, (iii) Transfer Taxes and certain Property Taxes, and (iv) all Liabilities of the Business for payroll, vacation and sick leave, accrued in respect of the Covered Employees incurred in the Ordinary Course of Business and only to the extent reflected on the Final Balance Sheet; -- Buyer will grant all Transferred Employees credit after the Closing for continuous service with Sellers prior to the losing for purposes of participation and vesting and, in the case of any Buyer severance plan or program, benefit accruals under any Buyer Plan. The Debtors are not be responsible for any severance payment liabilities; and -- Sale proceeds will be available (i) to pay costs and expenses incurred in connection with the Sale, (ii) for general corporate purposes, and (iii) to pay for the administration of the bankruptcy cases through and until confirmation of the Plan, subject to the terms of the Credit and Guarantee Agreement, among the Debtors, J.P. Morgan Chase Bank, N.A., as agent and certain lenders. A full-text copy of the CompassLearning APA is available for free at http://bankrupt.com/misc/RDA_CompassLearning_APA_120309.pdf Bidding Procedures To participate in the bidding process, a person interested in the Acquired Assets must, on or before December 31, 2009, deliver to each of (a) counsel to Compass, (b) the financial advisor to Compass, (c) counsel to the agent for Compass' postpetition and prepetition secured lenders (d) counsel to the official committee of unsecured creditors, and (e) and counsel to the Stalking Horse Bidder, Latham & Watkins LLP, these documents: -- an executed confidentiality agreement, -- a non-binding indication of interest with respect to the purchase of the Compass Assets, -- preliminary proof by the Potential Bidder of its financial capacity to close a proposed transaction. To participate in the auction, an Acceptable Bidder must deliver to Compass and its advisors a written irrevocable offer that must, among others, (a) be in writing; (b) at a minimum, exceed the aggregate sum of (i) the Stalking Horse Bid; (ii) the Break Up Fee; (iii) the maximum Reimbursable Expenses; and (iv) the minimum bid increment of $500,000; (c) not be conditioned on any contingency; (d) must remain irrevocable until 48 hours after the Auction. In addition, each Acceptable Bidder will provide the Sale Debtors, on or before the Bid Deadline, submit a cash deposit equal to $1,500,000 plus the maximum Reimbursable Expenses in the amount of $300,000. The Acceptable Bidder must also agree that it is not entitled to any break-up fee, transaction fee, termination fee, expense reimbursement or any similar type of payment of reimbursement. The Auction will be held at the offices of Kirkland & Ellis LLP, at 601 Lexington Avenue, in New York. Bidding at the Auction will begin at the Starting Bid. Subsequent bids, including any bids by Stalking Horse Bidder, will be made in minimum increments of $250,000. If no bid is received other than the bid submitted by the Stalking Horse, the Court will convene a hearing to consider approval of the sale of the Assets to the Stalking Horse in January 2010. The Debtors submit that the Bidding Procedures are fair and appropriate under the circumstances, consistent with procedures routinely approved by courts in this district and in the best interest of the Debtors' estates. James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New York, avers that the Bidding Procedures are designed to facilitate orderly yet competitive bidding to maximize the net value realized from the Sale by the estates. He explains that the Bidding Procedures contemplate an open auction process with minimum barriers to entry and provides potential bidding parties with sufficient time to perform due diligence and acquire the information necessary to submit a timely and well-informed bid. The Bidding Procedures are intended to permit a fair and efficient competitive sale process, consistent with the timeline of the bankruptcy cases, to confirm that the stalking horse bid is, indeed, the best offer, or promptly identify the alternative bid that is higher or otherwise better, Mr. Sprayregen tells the Court. The Bidding Procedures provide the Debtors with an adequate opportunity to consider competing bids and select the highest and best offer for the completion of the Sale, Mr. Sprayregen asserts. He contends that entering into the APA with the Stalking Horse Bidder ensures the Debtors obtain fair market value by setting the minimum purchase price, which will be tested in the marketplace, and thus, assurance that the Debtors and their creditors can obtain fair and reasonable and above market consideration. A full-text copy of the proposed Bidding Procedures is available for free at: http://bankrupt.com/misc/RDA_Bidding_Procedures_120309.pdf Mr. Sprayregen contends, among other things, that the requests should be approved because the Sale has been proposed in good faith and without collusion and the Stalking Horse Bidder or Successful Bidder is a "good faith purchaser." In support of the Debtors' request for entry of the Bidding Procedures Order, the Debtors submit the declaration of John M. Cesarz. The Debtors reserve the right to file and serve any supplemental declaration, including any declaration summarizing the competitive bidding and sale process and the results thereof, in support of their request for entry of the Sale Order prior to the Sale Hearing. The Court will convene a hearing on December 18, 2009, to consider the request. Objections are due December 11. About The Reader's Digest Association RDA is a global multi-brand media and marketing company that educates, entertains and connects audiences around the world. The company builds multi-platform communities based on branded content. With offices in 44 countries, it markets books, magazines, and music, video and educational products reaching a customer base of 130 million in 78 countries. It publishes 94 magazines, including 50 editions of Reader's Digest, the world's largest-circulation magazine, operates 65 branded Web sites generating 22 million unique visitors per month, and sells 40 million books, music and video products across the world each year. Its global headquarters are in Pleasantville, N.Y. Reader's Digest said that as of June 30, 2009, it had total assets of $2.2 billion against total debts of $3.4 billion. Reader's Digest, together with its 47 affiliates, filed for Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529). Kirkland & Ellis LLP has been engaged as general restructuring counsel. Mallet-Prevost, Colt & Mosle LLP has been tapped as conflicts counsel. Ernst & Young LLP is auditor. Miller Buckfire & Co, LLC, is financial advisor. AlixPartners, LLC, is restructuring consultant. Kurtzman Carson Consultants is notice and claims agent. The Official Committee of Unsecured Creditors is tapping BDO Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as investment banker and Otterbourg, Steindler, Houston & Rosen, P.C., as counsel. Bankruptcy Creditors' Service, Inc., publishes Reader's Digest Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Reader's Digest and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) RED ROCKET FIREWORKS: Case Summary & 22 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Red Rocket Fireworks, Inc. 1166 Rock Porter Road Rock Hill, SC 29730 Bankruptcy Case No.: 09-62800 Chapter 9 Petition Date: December 11, 2009 Court: United States Bankruptcy Court Western District of Missouri (Springfield) Judge: Arthur B. Federman Debtor's Counsel: Raymond I. Plaster, Esq. 2032 E. Kearney, Ste. 201 Springfield, MO 65803 Tel: (417) 831-6900 Fax: (417) 831-6901 Email: riplaster@rip-pc.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 According to the schedules, the Company has assets of $13,259,827, and total debts of $19,313,742. The petition was signed by Bruce C. Pyles, the company's president. Debtor's List of 22 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ David W. Moore $2,245,000 5863 N. Farm Road 243 Strafford, MO 65757 Aycock Estate $2,470,000 c/o Edward Jones Trust 12555 Machester Rd. St. Louis, MO 63131 Empire Bank $774,607 PO Box 3397 Springfield, MO 65808 Commercial Fin. Services $382,298 6300 Ridgelea Place #1107 Ft. Worth, TX 76116 Metropolitan National Bank $337,583 PO Box 3840 Springfield, MO 65808 United Pyrotechnics-MO $335,542 2000 Sierra Point Parkway #101 Brislaine, CA 94005 Lonnie Moore $275,242 c/o First Savings Bank 1713 N. Main St. Mt. Grove, MO 65711 Mary Evelyn Reed $250,000 c/o Greggory D. Groves 901 St. Louis St., 20th Fl. Springfield, MO 65806 United Pyrotechnics-SC $188,704 State of South Carolina $137,910 China DIY Marketing, Ltd.-SC $137,241 State of Louisiana Dept. of $130,793 Revenue Legend Fireworks-MO $124,206 Jo Belle Hopper Deed of Trust $115,560 Secured Value: $1,700,000 Ellis Moore $97,698 UPS Supply Chain Solutions $96,727 c/o Rec. Management Serv. Darrell Tilley $89,509 Brothers Pyrotechnics-SC $88,235 IRS $87,010 Legend Fireworks-LA $82,396 Britton Gallagher $76,018 c/o Westfield Bank Bank of America $48,052 REPUBLIC FEDERAL BANK: 1st United Bank Assumes All Deposits ----------------------------------------------------------- Republic Federal Bank, National Association, Miami, Florida, was closed December 11 by the Office of the Comptroller of the Currency (OCC), which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with 1st United Bank, Boca Raton, Florida, to assume all of the deposits of Republic Federal Bank, N.A. The four branches of Republic Federal Bank, N.A. will reopen on Monday as branches of 1st United Bank. Depositors of Republic Federal Bank, N.A. will automatically become depositors of 1st United Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship to retain their deposit insurance coverage. Customers should continue to use their existing branches until they receive notice from 1st United Bank that it has completed systems changes to allow other 1st United Bank branches to process their accounts as well. As of September 30, 2009, Republic Federal Bank, N.A. had total assets of approximately $433.0 million and total deposits of approximately $352.7 million. 1st United Bank will pay the FDIC a premium of 1.2 percent to assume all of the deposits of Republic Federal Bank, N.A. In addition to assuming all of the deposits of the failed bank, 1st United Bank agreed to purchase $267.1 million of the failed bank's assets. The FDIC and 1st United Bank entered into a loss-share transaction on approximately $210.4 million of Republic Federal Bank, N.A.'s assets. 1st United Bank will share in the losses on the asset pools covered under the loss-share agreement. The loss-sharing transaction is projected to maximize returns on the assets covered by keeping them in the private sector. The transaction also is expected to minimize disruptions for loan customers. For more information on loss share, please visit: http://www.fdic.gov/bank/individual/failed/lossshare/index.html Customers who have questions about the transaction can call the FDIC toll-free at 1-800-913-3072. Interested parties can also visit the FDIC's Web site at http://www.fdic.gov/bank/individual/failed/republicfederal.html The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $122.6 million. 1st United Bank's acquisition of all the deposits was the "least costly" resolution for the DIF compared to all alternatives. Republic Federal Bank, N.A. is the 131st FDIC-insured institution to fail in the nation this year, and the 13th in Florida. The last FDIC-insured institution closed in the state was Commerce Bank of Southwest Florida, Fort Myers, on November 20, 2009. RETAIL PRO: Converted to Ch. 7 Liquidation After Sale ----------------------------------------------------- At the behest of Retail Pro Inc., the Bankruptcy Court entered an order converting Retail Pro's reorganization case to liquidation under Chapter 7. Retail Pro has $235,000 left, inadequate to fund a Chapter 11 plan. Retail Pro on June 26 completed the sale of the assets approved in April. The buyers were secured creditors including Laurus Master Fund Ltd. and Midsummer Investment Ltd., who together were owed $19.6 million. Laurus/Midsummer bought the assets for $400,000 in cash plus a credit bid using their secured claims. Retail Pro delayed the auction but still did not receive competing bids for its assets. About Retail Pro Based in La Jolla, California, Retail Pro Inc. -- http://www.retailpro.com-- operates a chain of retail stores. The Company and three of its affiliates filed for Chapter 11 protection on January 10, 2009 (Bankr. D. Del. Lead Case No. 09-10087). Bruce Grohsgal, Esq., and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl Young & Jones, represent the Debtors in their restructuring efforts. The Debtor proposed View Partners Capital LLC as their investment banker and Kurtzman Carson Consultants LLC as their notice, claims and solicitation agent. As of November 30, 2008, the Debtors have $24,652,353 in total assets and $28,867,462 in total debts. Retail Pro Inc. had $235,000 left after selling the assets in June. At the company's request, the bankruptcy court in Delaware converted the case to a liquidation in Chapter 7 yesterday. The buyers were secured creditors including Laurus Master Fund Ltd. and Midsummer Investment Ltd. who together were owed $19.6 million. Retail Pro, a provider of merchandising software for retailers, filed under Chapter 11 in January, listing assets of $24.7 million against debt totaling $28.9 million. Sales were $14.5 million for a year ended in March. The case is In re Retail Pro Inc., 09-10087, U.S. Bankruptcy Court, District of Delaware (Wilmington). RICHARD MAZOL: Case Summary & 16 Largest Unsecured Creditors ------------------------------------------------------------ Joint Debtors: Richard A. Mazol dba RAM Construction Company Yvonne E. Mitten N15441 Bass Lake Road Park Falls, WI 54552 Bankruptcy Case No.: 09-18315 Chapter 11 Petition Date: December 11, 2009 Court: United States Bankruptcy Court Western District of Wisconsin, http://www.wiw.uscourts.gov (Eau Claire) Judge: Thomas S. Utschig Debtors' Counsel: James T. Runyon, Esq. P.O. Box 519 Tomahawk, WI 54487 Tel: (715) 453-5387 Email: runyonlawoffices@verizon.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 $3,355,446, and total debts of $2,303,539. A full-text copy of the Debtors' petition, including a list of their 16 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/wiwb09-18315.pdf The petition was signed by the Joint Debtors. ROOTS RENTS: Judge Myers Dismisses Small Business Case ------------------------------------------------------ WestLaw reports that even assuming that a Chapter 11 debtor's attempt, almost a year after its bankruptcy filing, to amend its designation as a "small business debtor" was allowed under the rules, the debtor failed to prove that its qualifying debt was over the $2,190,000.00 aggregate debt cap for small business debtors as of the petition date, as required to operate as a non- small business debtor. The debtor's initial self-designation as a small business debtor, made at the time its petition was filed, was made under penalty of perjury, the bankruptcy court reasoned. The debtor's amended statement did not nullify its initial statement, which retained evidentiary effect. The debtor offered no testimony or documentary evidence in support of its contention that its aggregate debt actually exceeded the debt cap. Instead, the debtor relied solely on the total amount of claims shown on the clerk's claims register. The debtor failed to establish that the clerk's summary total was accurate, or that none of the proofs filed included contingent or unliquidated claims, which 11 U.S.C. Sec. 101(51D)(A) excludes from the debt cap's calculation. The United States Trustee filed motion to dismiss. The Debtor filed amended small business plan of reorganization and disclosure statement, and subsequently filed an "amended" petition for relief, on which the box designating the debtor as "not a small business debtor" was checked, an objection to the U.S. Trustee's motion, a motion for extension of time within which to obtain confirmation of plan, and a motion for a determination of its small business status. The Honorable Terry L. Myers, Chief Judge held a hearing and concluded (1) the debtor was not entitled to an extension of the 45-day period within which confirmation of its small business plan had to occur; (2) because the debtor failed to obtain confirmation of its plan within 45 days of the plan's filing, cause existed to dismiss or convert the case; and (3) even assuming the debtor's attempt, almost a year after its bankruptcy filing, to amend its designation as a "small business debtor" was allowed under the rules, it debtor failed to prove that it was over the $2,190,000.00 aggregate debt cap for small business debtors as of the petition date. In re Roots Rents, Inc., --- B.R. ----, 2009 WL 3642755 (Bankr. D. Idaho). "Cause exists under Sec. 1112(b)(1) and (4) for dismissal or conversion of the case," Judge Myers writes. "The Court finds no factors, see Sec/ 1112(b)(1), which would result in a ruling other than conversion or dismissal. The UST's Dismissal Motion will therefore be granted. Given a paucity of evidence from the parties on whether conversion or dismissal would be in the best interests of creditors and the estate, but based on the entirety of the record before the Court, it is determined that the case will be dismissed." Rental equipment company Roots Rents, Inc., dba Roots Party Time - - http://www.rentrain.com/-- located in Caldwell, Idaho, filed a Chapter 11 petition (Bankr. D. Idaho Case No. 08-01956) on September 10, 2009. The Debtor's counsel is D. Blair Clark, Esq., in Boise. At the time of the filing, the Debtor estimated its assets at less than $50,000. In its Schedules, the Debtor disclosed debts totalling $1,690,590. ROY GRAY: Case Summary & 13 Largest Unsecured Creditors ------------------------------------------------------- Joint Debtors: Roy C. Gray, Jr. Catharine A. Gray P.O. Box 117 Walterville, OR 97489 Bankruptcy Case No.: 09-66731 Chapter 11 Petition Date: December 10, 2009 Court: United States Bankruptcy Court District of Oregon Judge: Frank R. Alley III Debtors' Counsel: Loren S. Scott, Esq. 88 East Broadway Eugene, OR 97401 Tel: (541) 868-8005 Email: ecf@mb-lawoffice.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 $2,159,679, and total debts of $8,111,033. A full-text copy of the Debtors' petition, including a list of their 13 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/orb09-66731.pdf The petition was signed by the Joint Debtors. SAHI & AYANN INC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Sahi & Ayann, Inc. dba One Stop Food Mart dba One Stop Food Mart #2 dba X-Press Mart #5 2708 Sarratoga Drive Winchester, VA 22601 Bankruptcy Case No.: 09-51992 Chapter 11 Petition Date: December 11, 2009 Court: United States Bankruptcy Court Western District of Virginia (Harrisonburg) Judge: Chief Judge Ross W. Krumm Debtor's Counsel: Christopher L. Rogan, Esq. RoganLawFirm, PLLC 30-D Catoctin Circle, SE Leesburg, VA 20175 Tel: (703) 771-9191 Fax: (703) 771-9797 Email: crogan@roganfirm.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 $2,884,400 and total debts of $1,879,667. A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/vawb09-51992.pdf The petition was signed by Naprinder Sahi, president of the Company. SCOTT BRENNER: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Scott D. Brenner 104 Hastings Court Vernon Hills, IL 60061 Bankruptcy Case No.: 09-46856 Chapter 11 Petition Date: December 11, 2009 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Eugene R. Wedoff Debtor's Counsel: Mark J. Rose, Esq. Law Offices of Mark J. Rose 200 W Adams Suite 2850 Chicago, IL 60606 Tel: (312) 704-1446 Email: mjroseesq@aol.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 Mr. Brenner. SIMMONS BEDDING: Obtains Final Financing Approval ------------------------------------------------- According to Bill Rochelle at Bloomberg News, mattress maker Simmons Bedding Co. and parent Simmons Co. were given final approval from the Bankruptcy Court for $35 million in debtor-in- possession financing. A syndicate of lenders led by Deutsche Bank Trust Company Americas as administrative agent, is providing the DIP financing. The DIP facility will mature six months from the petition date, and may be extended by another six months. The DIP facility will incur this annual interest: a. Base Rate Loans -- Base Rate + 3.50% with a 4.00% Base Rate floor. b. LIBOR Loans: LIBOR + 4.50% with a 3.00% LIBOR floor. In the event of default, the Debtors will pay an additional 2.00% default interest per annum. Due to the confidentiality provisions in the commitment letter, prohibiting disclosure of the fee letter, DIP obligors haven't filed a copy of the fee letter, nor have they disclosed the fees. The Debtors will provide certain parties with a copy of the fee letter. The Debtors' obligations under the DIP facility are secured by: a. a perfected first priority lien on unencumbered prepetition and postpetition property of the DIP obligors, including proceeds or property recovered in respect of any avoidance actions; b. a perfected junior lien on prepetition and postpetition property of the DIP obligors now existing or hereafter acquired and all proceeds that is otherwise subject to a valid and perfected lien in existence on the Commencement Date or a valid lien perfected after the Commencement Date to the extent that the perfection is expressly permitted under the Bankruptcy Code; and c. a perfected first priority senior priming lien on current or hereafter acquired property of the DIP obligors and proceeds that (a) constitute collateral under the Prepetition Credit Agreement, subject to liens that were senior to the liens of the prepetition secured parties as of the Commencement Date, (b) is subject to a lien granted after the Commencement Date to provide adequate protection in respect of the prepetition obligations, or (c) is subject to a valid lien in effect on the Commencement Date that is junior to the liens that secure the collateral under the Prepetition Credit Agreement. Obligations of the DIP obligors under the DIP Credit Agreement will be ranked as superpriority administrative expense claims and senior to administrative expenses, adequate protection claims and other claims against the DIP obligors, subject only to a carve- out. The DIP lien is subject to a carve-out for U.S. Trustee and Clerk of Court fees: up to $7,000,000 in fees payable to professional employed in the Debtors' case; and fees of the committee in pursuing actions challenging the DIP Lenders' lien. The Debtors covenant with the lenders not to let their EBITDA fall below: Cumulative Consolidated Date Adjusted EBITDA ---- ----------------------- November 30, 2009 $133,400,000 December 31, 2009 $132,300,000 January 31, 2010 $122,900,000 February 28, 2010 $117,700,000 March 31, 2010 $109,100,000 April 30, 2010 $106,800,000 May 31, 2010 $107,400,000 June 30, 2010 $103,000,000 July 31, 2010 $96,700,000 August 31, 2010 $94,300,000 September 30, 2010 $93,100,000 October 31, 2010 $88,100,000 The Debtors also covenant with the lenders to deliver to the lenders monthly, quarterly and annual financial statements and compliance certificates. The Debtors also sought and secured authority from the Court to use cash collateral securing their obligation to their prepetition lenders. The prepetition secured parties consented to the DIP obligors' use of cash collateral. Messrs. Collins and Merchant explained that the Debtors will use the money for working capital and general corporate purposes. They said that the Debtors will also use the Cash Collateral to provide additional liquidity. In exchange for using the cash collateral, the Debtors grant, as adequate protection for the prepetion secured lenders, a valid, perfected and enforceable security interest in and lien on upon all existing and after acquired property of the DIP obligors. The lien will be subject and subordinate to the permitted prepetition liens, the DIP liens, the carve-out, and the permitted liens. The Debtors also grant to the prepetition secured lenders (i) a superpriority claim subject and subordinate to the Carve-Out and the superpriority claim granted to the DIP Agent and the DIP Lenders; (ii) a replacement lien subject to permitted liens, the Carve-Out, the DIP liens, and the permitted prepetition liens; and (iii) the payment of (a) unpaid per-petition interest, fees and costs (b) post-petition, non-default interest, fees and costs, (c) regularly scheduled payments under the Hedge Agreements, (d) scheduled amortization payments in respect of the Tranche D Term Loan, (e) mandatory prepayments under certain circumstances, and (f) reasonable fees and expenses incurred or accrued by the prepetition agent under the prepetition loan documents. The Debtors promise to provide the lenders monthly reports. The Debtors will use the collateral pursuant to a weekly budget. About Simmons Bedding Atlanta, Georgia-based Simmons Bedding Company -- aka Simmons Company a Corporation of Delaware; Simmons Company, N.A.; Simmons; Simmons Company (U.S.A.); Simmons Co.; Simmons Company, a Delaware Corporation; Simmons Bedding; Simmons USA Company; THL Bedding Company; Simmons U.S.A. Company; Simmons U.S.A. Corporation; Simmons Bedding Company -- is a holding company with no operating assets. Through its wholly-owned subsidiary, Bedding Holdco Incorporated, which is also a holding company, Simmons Company owns the common stock of Simmons Bedding Company. All of Simmons Company's business operations are conducted by Simmons Bedding Company and its direct and indirect subsidiaries. Simmons Company, together with its subsidiaries, is one of the largest bedding manufacturers in North America. The Company filed for Chapter 11 bankruptcy protection on November 16, 2009 (Bankr. D. Delaware Case No. 09-14037). The Company's affiliates also filed separate Chapter 11 petitions. Simmons Bedding listed $895,970,000 in assets and $1,263,522,000 in liabilities as of June 27, 2009. SIRIUS XM: XM Satellite Certificate of Incorporation Amended ------------------------------------------------------------ XM Satellite Radio Holdings Inc. on December 8, 2009, filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to, among other things, reduce the number of shares of common stock that the Company is authorized to issue. The total number of shares the Corporation has the authority to issue is 1,000 shares of Common Stock, $0.01 par value per share. On July 28, 2008, XM Holdings merged with and into Vernon Merger Corporation, a wholly owned subsidiary of Sirius Satellite Radio Inc. and, as a result, XM Holdings is now a wholly owned subsidiary of SIRIUS. Sirius Satellite Radio Inc. was later renamed Sirius XM Radio Inc. At September 30, 2009, XM Holdings had $4,227,144,000 in total assets against $5,027,358,000 in total liabilities, resulting in $800,214,000 in stockholder's deficit. As of September 30, 2009, Sirius XM Radio had $7,268,943,000 in total assets against $7,261,298,000 in total liabilities. Sirius XM Radio's September 30 balance sheet showed strained liquidity: $811,110,000 in total current assets against $2,016,444,000 in total current liabilities. About SIRIUS XM Radio Based in New York, SIRIUS XM Radio Inc. broadcasts in the United States music, sports, news, talk, entertainment, traffic and weather channels for a subscription fee through proprietary satellite radio systems. Subscribers can also receive certain music and other channels over the Internet. The Company's satellite radios are primarily distributed through automakers, retailers and the Company's Web sites. The Company has agreements with every major automaker to offer SIRIUS or XM satellite radios as factory or dealer-installed equipment in their vehicles. SIRIUS and XM radios are also offered to customers of rental car companies. Sirius XM continues to carry Moody's Ca Corporate Family Rating and Caa3 Probability of Default Rating. In August 2009, Standard & Poor's raised its corporate credit rating on Sirius XM and XM Satellite Radio Holdings to 'B-' from 'CCC+'. SMURFIT-STONE: Judge Denies Shareholders Plea for Committee ----------------------------------------------------------- U.S. Bankruptcy Judge Brendan Linehan Shannon entered a three-page opinion denying a plea by shareholders of Smurfit-Stone Container Corp. for an official committee to represent equity holders. According to Bill Rochelle at Bloomberg News, the judge said an equity committee should be appointed for the corrugated container and containerboard maker only when there is a "substantial likelihood" of a "meaningful distribution" to existing shareholders. The report relates that from the evidence, Judge Shannon concluded that secured and unsecured claims total $5.63 billion, not including interest on unsecured claims. The judge said in a footnote that interest presumably must be paid on unsecured claims before shareholders are entitled to retain stock in Chapter 11. The ruling caused Smurfit stock to lose 74% of its value Thursday. The shares closed at 8.7 cents, down almost 25 cents in over-the- counter trading. Smurfit-Stone Container and its units have asked the Court to deny Caspian Capital Advisors' and Mariner Investment Group LLC's request to form an official committee of equity holders. Smurfit's counsel, James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois, explains that there is clearly no value for equity security holders because parties with economic "skin in the game" negotiated a plan of reorganization based on Smurfit-Stone Container Corporation's projections and were extensively vetted by the Official Committee of Unsecured Creditors. 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) SOLUTIONSBANK, KANSAS: Closed; Arvest Bank Assumes All Deposits --------------------------------------------------------------- SolutionsBank, Overland Park, Kansas, was closed December 11 by the Office of the State Bank Commissioner of Kansas, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Arvest Bank, Fayetteville, Arkansas, to assume all of the deposits of SolutionsBank. The six branches of SolutionsBank will reopen during normal business hours as branches of Arvest Bank. Depositors of SolutionsBank will automatically become depositors of Arvest Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship to retain their deposit insurance coverage. Customers should continue to use their existing branch until they receive notice from Arvest Bank that it has completed systems changes to allow other Arvest Bank branches to process their accounts as well. As of September 30, 2009, SolutionsBank had total assets of $511.1 million and total deposits of approximately $421.3 million. Arvest Bank did not pay the FDIC a premium for the deposits of SolutionsBank. In addition to assuming all of the deposits of the failed bank, Arvest Bank agreed to purchase essentially all of the assets. The FDIC and Arvest Bank entered into a loss-share transaction on approximately $411.3 million of SolutionsBank's assets. Arvest Bank will share in the losses on the asset pools covered under the loss-share agreement. The loss-share transaction is projected to maximize returns on the assets covered by keeping them in the private sector. The transaction also is expected to minimize disruptions for loan customers. For more information on loss share, please visit: http://www.fdic.gov/bank/individual/failed/lossshare/index.html Customers who have questions about the transaction can call the FDIC toll-free at 1-800-405-1439. Interested parties also can visit the FDIC's Web site at http://www.fdic.gov/bank/individual/failed/solutions.html The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $122.1 million. Arvest Bank's acquisition of all the deposits was the "least costly" resolution for the FDIC's DIF compared to all alternatives. SolutionsBank is the 133rd FDIC- insured institution to fail in the nation this year, and the third in Kansas. The last FDIC-insured institution closed in the state was First National Bank of Anthony, Anthony, on June 19, 2009. SPRINT NEXTEL: Amends and Supplements Schedule 13D filed Oct 28 --------------------------------------------------------------- Sprint Nextel Corp. has filed with the Securities and Exchange Commission Amendment No. 1 to its Schedule 13D which was initially filed on October 28, 2009, with respect to the common stock, par value $.01 per share, of iPCS, Inc. Items 4, 5 and 6 have been amended in this Amendment No. 1 as a result of the merger of Ireland Acquisition Corporation, a wholly owned subsidiary of Sprint Nextel, with and into the iPCS, Inc. on December 4, 2009. As reported in the TCR on December 8, 2009, Sprint Nextel Corporation on December 4 said it has successfully completed its acquisition of iPCS, Inc. Under the terms of the transaction, announced in October, Sprint Nextel acquired iPCS for approximately $831 million, including the assumption of $405 million of net debt. Sprint Nextel acquired all of iPCS's outstanding common shares for $24.00 per share in an all-cash transaction. As a result of the completion of the merger, iPCS is now a wholly- owned subsidiary of Sprint Nextel. iPCS shares ceased trading on NASDAQ as of the closing of the market Friday and will be delisted. The completion of this acquisition also allows Sprint Nextel and iPCS to resolve all the litigation pending between them. On November 25, 2009, pursuant to the Agreement and Plan of Merger, dated as of October 18, by and among Sprint Nextel Corporation, Ireland Acquisition Corporation, a wholly owned subsidiary of Sprint Nextel, and iPCS, Inc., Sprint Nextel completed a cash tender offer to acquire all of the outstanding shares of common stock, par value $0.01 per share, of iPCS at a price of $24.00 per share, net to the holder in cash, without interest and less any required withholding taxes. At the expiration of the Tender Offer, a total of 10.399 million shares of iPCS common stock were validly tendered and not withdrawn (with approximately 1.893 million additional shares being tendered by notice of guaranteed delivery). As of December 3, 2009, the offeror held approximately 11.593 million shares, representing 70.3% of the outstanding shares. In order to complete the merger as a "short form" merger under Delaware law, the offeror exercised its Top-Up Option. The offeror purchased the shares pursuant to the exercise of the Top- Up Option on December 4, 2009, following which the offeror effected a short-form merger with and into iPCS under Delaware law. As a result of the merger, the separate corporate existence of the offeror ceased and iPCS continues as the surviving corporation of the merger and a wholly owned subsidiary of Sprint Nextel. A full-text copy of Sprint Nextel's amended Schedule 13D is available for free at http://researcharchives.com/t/s?4b84 A full-text copy of Sprint Nextel's Schedule 13D is available for free at http://researcharchives.com/t/s?47e0 About iPCS, Inc. Schaumburg, Illinois-based iPCS, Inc. (NASDAQ: IPCS) - http://ipcswirelessinc.com/-- through its operating subsidiaries, is a Sprint PCS Affiliate of Sprint Nextel Corporation with the exclusive right to sell wireless mobility communications network products and services under the Sprint brand in 81 markets including markets in Illinois, Michigan, Pennsylvania, Indiana, Iowa, Ohio and Tennessee. The territory includes key markets such as Grand Rapids (MI), Fort Wayne (IN), the Tri-Cities region of Tennessee (Johnson City, Kingsport and Bristol), Scranton (PA), Saginaw-Bay City (MI), Central Illinois (Peoria, Springfield, Decatur, and Champaign) and the Quad Cities region of Illinois and Iowa (Bettendorf and Davenport, IA, and Moline and Rock Island, IL). As of September 30, 2009, iPCS' licensed territory had a total population of approximately 15.1 million residents, of which its wireless network covered approximately 12.7 million residents, and iPCS had approximately 720,100 subscribers. At September 30, 2009, iPCS, Inc.'s consolidated balance sheets showed $559.2 million in total assets and $592.2 million in total liabilities, resulting in a $33.0 million shareholders' deficit. In October 2009, Standard & Poor's Ratings Services placed iPCS Inc., including its 'B' corporate credit rating, on CreditWatch with positive implications following an agreement to be merged with Sprint Nextel (BB/Negative/--). Moody's Investors Service affirmed iPCS, Inc.'s B3 corporate family and probability of default ratings, B1 rating of the Company's 1st lien notes and the Caa1 rating of 2nd lien notes. About Sprint Nextel Overland Park, Kansas-based Sprint Nextel Corporation -- http://www.sprint.com/-- offers a comprehensive range of wireless and wireline communications services bringing the freedom of mobility to consumers, businesses and government users. Sprint Nextel is widely recognized for developing, engineering and deploying innovative technologies, including two wireless networks serving more than 48 million customers at the end of the third quarter of 2009 and the first and only 4G service from a national carrier in the United States; industry-leading mobile data services; instant national and international push-to-talk capabilities; and a global Tier 1 Internet backbone. As of September 30, 2009, the company had $55.648 billion in total assets against $37.414 billion in total liabilities. As of September 30, 2009, the company had $5.9 billion in cash, cash equivalents and short-term investments and $1.6 billion in borrowing capacity available under its revolving bank credit facility, for total liquidity of $7.5 billion. * * * Sprint Nextel carries Moody's Investors Service's Ba1 corporate family rating. Standard & Poor's Ratings Services said its rating on Sprint Nextel (BB/Negative/--) is not affected by the company's definitive agreement to acquire iPCS Inc. SPRINT NEXTEL: AXA Financial et al. Hold 10.1% of COM SER 1 ----------------------------------------------------------- AXA Assurances I.A.R.D Mutuelle, and AXA Assurances Vie Mutuelle in Paris, France; AXA also in Paris; and AXA Financial, Inc. in New York, report holding 291,462,845 shares or roughly 10.1% of Sprint Corp. COM SER 1 securities as of November 30, 2009. About Sprint Nextel Overland Park, Kansas-based Sprint Nextel Corporation -- http://www.sprint.com/-- offers a comprehensive range of wireless and wireline communications services bringing the freedom of mobility to consumers, businesses and government users. Sprint Nextel is widely recognized for developing, engineering and deploying innovative technologies, including two wireless networks serving more than 48 million customers at the end of the third quarter of 2009 and the first and only 4G service from a national carrier in the United States; industry-leading mobile data services; instant national and international push-to-talk capabilities; and a global Tier 1 Internet backbone. As of September 30, 2009, the company had $55.648 billion in total assets against $37.414 billion in total liabilities. As of September 30, 2009, the company had $5.9 billion in cash, cash equivalents and short-term investments and $1.6 billion in borrowing capacity available under its revolving bank credit facility, for total liquidity of $7.5 billion. * * * Sprint Nextel carries Moody's Investors Service's Ba1 corporate family rating and Standard & Poor's (BB/Negative/--) ratings. SOUTH FINANCIAL: Receives Non-Compliance Notice From NASDAQ ----------------------------------------------------------- The South Financial Group, Inc., disclosed that, as a result of its trading price over a recent consecutive 30 business day period, on December 4, 2009, it received a letter from The NASDAQ Stock Market relating to the Company's non-compliance with Rule 5450(a)(1) of the NASDAQ Marketplace Rules. Under NASDAQ Marketplace Rule 5450(a)(1), all companies with their primary equity securities listed on The NASDAQ Global Select Market are required to maintain a minimum bid price of $1.00 per share for continued listing. Because the Company's stock price was less than the $1.00 bid price for a period of 30 consecutive business days, the Company received the notice required under NASDAQ Marketplace Rule 5810 notifying the Company of its non-compliance with such minimum bid price requirements. The NASDAQ notification letter has no effect on the listing of the Company's common stock at this time, and its common stock will continue to trade on The NASDAQ Global Select Market under the symbol "TSFG." In accordance with NASDAQ listing rules, the Company has a 180 calendar day grace period, or until June 2, 2010, to comply with the minimum bid price requirement. To regain compliance, the closing bid price of the Company's common shares must meet or exceed $1.00 per share for at least ten consecutive business days prior to June 2, 2010. If the Company does not regain compliance with the minimum bid price rule by June 2, 2010, NASDAQ will again provide written notification that the Company's securities are subject to potential delisting. At that time, the Company may appeal the delisting determination to a NASDAQ Hearings Panel. Alternatively, the Company could be eligible for an additional grace period of 180 calendar days if it applies to transfer the listing of its common shares to The NASDAQ Capital Market and satisfies all criteria for initial listing on The NASDAQ Capital Market other than the minimum bid price requirement. The Company intends to actively monitor the bid price for its common stock, and will consider various options to resolve the deficiency and comply with the NASDAQ minimum bid price requirement. The South Financial Group -- http://www.thesouthgroup.com/-- is a bank holding company focused on serving small businesses, middle market companies, and retail customers in the Carolinas and Florida. At September 30, 2009, it had approximately $12.3 billion in total assets and 177 branch offices. TSFG operates Carolina First Bank, which conducts banking operations in North Carolina and South Carolina (as Carolina First Bank), in Florida (as Mercantile Bank), and on the Internet (as Bank CaroLine). At September 30, 2009, approximately 45% of TSFG's total customer deposits were in South Carolina, 43% were in Florida, and 12% were in North Carolina. SPA CHAKRA: Files for Bankruptcy to Consummate Sale to Hercules --------------------------------------------------------------- Spa Chakra, Inc., on Friday said it is proceeding towards a sale of substantially all of its assets to Hercules Technology Growth Capital (Nasdaq: HTGC), the specialty finance company providing venture debt and equity to venture capital and private equity- backed technology and life science companies at all stages of development. As part of the process to successfully complete the sale, Spa Chakra has filed for protection under Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy Court for New York. As part of the filing, Spa Chakra has arranged for immediate financing from Hercules, which will be used by Spa Chakra to fund normal business operations during the sale process. "Spa Chakra and Hercules have had an incredibly effective working relationship since 2008 and both parties agree that this current transaction is a fantastic opportunity for the successful operations of the business. The mechanics of the transaction will have no impact on the day-to-day operations of Spa Chakra -- with the immediate financial backing of Hercules, Spa Chakra will continue to provide the highest quality spa services for our clients at our prominent spa locations worldwide," said Michael Canizales, founder and chief executive officer of Spa Chakra, Inc. "Having worked with and provided additional financing to Spa Chakra for the last two years, Hercules recognizes the investment potential that Spa Chakra represents," said Manuel A. Henriquez, co-founder, chairman and chief executive officer of Hercules. "Because of this potential, we have decided to continue to support and provide additional financing, so that Spa Chakra could have immediate liquidity while we move forward with the anticipated acquisition. Uniquely positioned in the marketplace, Spa Chakra has developed a strong network of luxury spas worldwide and leading high-end luxury cosmetic brands that we believe position the company for future growth post the Chapter 11 reorganization. We are confident that the company will continue to execute its growth strategy and anticipate that Spa Chakra, shortly after emerging from its reorganization, will swiftly return to profitability." About Hercules Technology Growth Capital Hercules Technology Growth Capital, Inc. -- http://www.htgc.com/ -- is a NASDAQ traded specialty finance company providing debt and equity growth capital to technology and life science companies at all stages of development. Founded in December 2003, the company primarily finances privately held companies backed by leading venture capital and private equity firms. Hercules invests in a broad range of ventures active in technology and life science industries and offers a full suite of growth capital products at all levels of the capital structure. The company is headquartered in Palo Alto, Calif. and has additional offices in the Boston, Boulder and Chicago areas. Providing capital to publicly-traded or privately-held companies backed by leading venture capital and private equity firms involves a high degree of credit risk and may result in potential losses of capital. About Spa Chakra Initially founded in 1998 in Australia, Spa Chakra has continued to expand both domestically and overseas, and is currently recognized as one of the top spa operators in the world. Spa Chakra provides its clients with comprehensive health and wellness care in an environment that integrates conventional and holistic methods with a definitive sensorial experience. SPA CHAKRA INC: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Spa Chakra, Inc. 111 West 57th Street, Suite 1400 New York, NY 10019 Case No.: 09-17260 Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. ------ -------- Spa Chakra LLC 09-17261 Chapter 11 Petition Date: December 10, 2009 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Joseph Thomas Moldovan, Esq. Morrison Cohen LLP 909 Third Avenue New York, NY 10022-4731 Tel: (212) 735-8600 Fax: (212) 735-8708 Email: Bankruptcy@Morrisoncohen.Com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. SPANSION INC: Creditors Seek Court OK to File Own Plan ------------------------------------------------------ Daily Bankruptcy Review reports a group of Spansion Inc.'s unsecured creditors is withdrawing its support for the Debtors' bankruptcy plan. The group is seeking approval to put forth its own reorganization proposal for Spansion. 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) SPRINT NEXTEL: Amends and Supplements Schedule 13D filed Oct 28 --------------------------------------------------------------- Sprint Nextel Corp. has filed with the Securities and Exchange Commission Amendment No. 1 to its Schedule 13D which was initially filed on October 28, 2009, with respect to the common stock, par value $.01 per share, of iPCS, Inc. Items 4, 5 and 6 have been amended in this Amendment No. 1 as a result of the merger of Ireland Acquisition Corporation, a wholly owned subsidiary of Sprint Nextel, with and into the iPCS, Inc. on December 4, 2009. As reported in the TCR on December 8, 2009, Sprint Nextel Corporation on December 4 said it has successfully completed its acquisition of iPCS, Inc. Under the terms of the transaction, announced in October, Sprint Nextel acquired iPCS for approximately $831 million, including the assumption of $405 million of net debt. Sprint Nextel acquired all of iPCS's outstanding common shares for $24.00 per share in an all-cash transaction. As a result of the completion of the merger, iPCS is now a wholly- owned subsidiary of Sprint Nextel. iPCS shares ceased trading on NASDAQ as of the closing of the market Friday and will be delisted. The completion of this acquisition also allows Sprint Nextel and iPCS to resolve all the litigation pending between them. On November 25, 2009, pursuant to the Agreement and Plan of Merger, dated as of October 18, by and among Sprint Nextel Corporation, Ireland Acquisition Corporation, a wholly owned subsidiary of Sprint Nextel, and iPCS, Inc., Sprint Nextel completed a cash tender offer to acquire all of the outstanding shares of common stock, par value $0.01 per share, of iPCS at a price of $24.00 per share, net to the holder in cash, without interest and less any required withholding taxes. At the expiration of the Tender Offer, a total of 10.399 million shares of iPCS common stock were validly tendered and not withdrawn (with approximately 1.893 million additional shares being tendered by notice of guaranteed delivery). As of December 3, 2009, the offeror held approximately 11.593 million shares, representing 70.3% of the outstanding shares. In order to complete the merger as a "short form" merger under Delaware law, the offeror exercised its Top-Up Option. The offeror purchased the shares pursuant to the exercise of the Top- Up Option on December 4, 2009, following which the offeror effected a short-form merger with and into iPCS under Delaware law. As a result of the merger, the separate corporate existence of the offeror ceased and iPCS continues as the surviving corporation of the merger and a wholly owned subsidiary of Sprint Nextel. A full-text copy of Sprint Nextel's amended Schedule 13D is available for free at http://researcharchives.com/t/s?4b84 A full-text copy of Sprint Nextel's Schedule 13D is available for free at http://researcharchives.com/t/s?47e0 About iPCS, Inc. Schaumburg, Illinois-based iPCS, Inc. (NASDAQ: IPCS) - http://ipcswirelessinc.com/-- through its operating subsidiaries, is a Sprint PCS Affiliate of Sprint Nextel Corporation with the exclusive right to sell wireless mobility communications network products and services under the Sprint brand in 81 markets including markets in Illinois, Michigan, Pennsylvania, Indiana, Iowa, Ohio and Tennessee. The territory includes key markets such as Grand Rapids (MI), Fort Wayne (IN), the Tri-Cities region of Tennessee (Johnson City, Kingsport and Bristol), Scranton (PA), Saginaw-Bay City (MI), Central Illinois (Peoria, Springfield, Decatur, and Champaign) and the Quad Cities region of Illinois and Iowa (Bettendorf and Davenport, IA, and Moline and Rock Island, IL). As of September 30, 2009, iPCS' licensed territory had a total population of approximately 15.1 million residents, of which its wireless network covered approximately 12.7 million residents, and iPCS had approximately 720,100 subscribers. At September 30, 2009, iPCS, Inc.'s consolidated balance sheets showed $559.2 million in total assets and $592.2 million in total liabilities, resulting in a $33.0 million shareholders' deficit. In October 2009, Standard & Poor's Ratings Services placed iPCS Inc., including its 'B' corporate credit rating, on CreditWatch with positive implications following an agreement to be merged with Sprint Nextel (BB/Negative/--). Moody's Investors Service affirmed iPCS, Inc.'s B3 corporate family and probability of default ratings, B1 rating of the Company's 1st lien notes and the Caa1 rating of 2nd lien notes. About Sprint Nextel Overland Park, Kansas-based Sprint Nextel Corporation -- http://www.sprint.com/-- offers a comprehensive range of wireless and wireline communications services bringing the freedom of mobility to consumers, businesses and government users. Sprint Nextel is widely recognized for developing, engineering and deploying innovative technologies, including two wireless networks serving more than 48 million customers at the end of the third quarter of 2009 and the first and only 4G service from a national carrier in the United States; industry-leading mobile data services; instant national and international push-to-talk capabilities; and a global Tier 1 Internet backbone. As of September 30, 2009, the company had $55.648 billion in total assets against $37.414 billion in total liabilities. As of September 30, 2009, the company had $5.9 billion in cash, cash equivalents and short-term investments and $1.6 billion in borrowing capacity available under its revolving bank credit facility, for total liquidity of $7.5 billion. * * * Sprint Nextel carries Moody's Investors Service's Ba1 corporate family rating. Standard & Poor's Ratings Services said its rating on Sprint Nextel (BB/Negative/--) is not affected by the company's definitive agreement to acquire iPCS Inc. STATION CASINOS: Unsec. Creditors Oppose Advisor for Board ---------------------------------------------------------- BankruptcyData reports that Station Casinos' official committee of unsecured creditors filed with the Bankruptcy Court an objection to the board of directors' special litigation committee's motion seeking to retain Global Gaming & Hospitality as real estate advisor. According to Bdata, the objection states, "The retention of Global does not assist in those efforts or add any additional value or input to the next steps in these Chapter 11 Cases. The fact that the Debtors, after vigorously objecting to the Committee's efforts to engage a consulting expert and complaining loudly regarding the incurrence of additional professional fees, apparently have no problem permitting the estates to incur such fees through the hiring of yet another consultant on the Debtors' side is a dangerous precedent threatening to undermine the fairness and transparency of the chapter 11 process. As a result, any engagement by the Debtors of Global at this time will be an unnecessary depletion of estate resources." About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. Station Casinos Inc., together with its affiliates, filed for Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as local counsel. The Debtor is also hiring Lazard Freres & Co. LLC as investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) SUNGARD DATA: Bank Debt Trades at 8.03% Off in Secondary Market --------------------------------------------------------------- Participations in a syndicated loan under which SunGard Data Systems, Inc., is a borrower traded in the secondary market at 91.97 cents-on-the-dollar during the week ended Friday, Dec. 11, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 0.81 percentage points from the previous week, The Journal relates. The Company pays 375 basis points above LIBOR to borrow under the facility. The bank loan matures on Feb. 28, 2014. The bank loan is not rated by Moody's while it carries Standard & Poor's BB rating. The debt is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Dec. 11. SunGard Data Systems, Inc., headquartered in Wayne, Pennsylvania, is a provider of software and IT services to the financial services industry well as higher education institutions and the public sector. SunGard also provides disaster recovery/business continuity services through its Availability Services division. As stated by the Troubled Company Reporter on Sept. 1, 2009, Moody's Investors Service affirmed SunGard's 'B2' corporate family and probability of default ratings, along with its SGL-2 speculative grade liquidity rating. Standard & Poor's Ratings Services rates (i) SunGard's corporate rating at 'B+', and its (ii) $2.7 billion tranche B secured term loan maturing Feb. 28, 2016, and the $580 million secured revolving credit facility maturing May 11, 2013, at 'BB'. TAREQ SALAHI: Gave Phony Watch to Pay Off Landscaper ---------------------------------------------------- According to an article posted at The Washington Post's The Reliable Source section, Ray Cosey, owner of the R.E. Jewelers Watch & Clock in Chambersburg, Pennsylvania, said the Patek Philippe timepiece Tareq and Michaele Salahi turned over to pay off their landscaper's roughly $2,000 claim was fake. The timepiece can cost more than $15,000. "Right away, we could see it was an imitation," said Mr. Cosey, in the business for 36 years, according to Washington Post. Mr. Cosey appraised the watch at about $100. Washington Post relates landscaper Mike Dunbar took the Salahis to court for unpaid bills and legal fees. The Post relates that when the couple couldn't hand over the cash, a Warren County, Va., judge ordered the watch off Mr. Tareq's wrist -- and Mr. Dunbar's attorney was holding the timepiece for possible sale to cover costs. The watch was sent to Mr. Cosey for authentication and possibly repairs, after the clerk's office said it wasn't working, according to the report. "Instead, the Salahis on Monday delivered a certified check to Dunbar's counsel for $2,063.35, which allowed them to retrieve the watch," the Post relates. According to Washington Post, J. Daniel Pond III, Mr. Dunbar's lawyer, said he had assurance from the bank that the certified check was legitimate, but said he didn't have an easy way of knowing whether the watch was real when he saw Mr. Tareq with it last Friday. Various reports say the Salahis gate-crashed during a White House dinner in November. An article by Jacqueline Palank posted on The Wall Street Journal's Bankruptcy Beat says Georgetown law professor and Credit Slips blogger Adam Levitin delved into the bankruptcy filings of Oasis Vineyards Inc. -- which filed a Chapter 11 petition in December 2008 -- and Oasis Enterprises Inc. -- which filed for Chapter 7 liquidation in February. Mr. Levitin has deduced that Oasis Vineyards, which Tareq owns with his parents, was the operating winery. Mr. Levitin wasn't sure, however, what Oasis Enterprises did "other than run an Aston-Martin and boat and go to Redskins games." The latter company has two claims against the former: $50,000 for services provided to support two years' of vineyard operations and $224,000 to rent a FedEx Redskins suite, plus catering, over four seasons. According to a November 2009 article posted at American Bankruptcy Institute's Bankruptcy Blog Exchange, Oasis Vineyards has three shareholders: Mr. Salahi (5%), his mother (40%, also president of Oasis Vineyards), and his father (55%). Oasis Vineyards bankruptcy petition listed assets of $333,000 and liabilities of $1.9 million. The ABI Blog Exchange article said that in April 2009, the U.S. Trustee filed a motion to convert the case to Chapter 7 liquidation or have it dismissed because the debtor failed to file its monthly operating reports and had not filed a plan of reorganization. The article says the court has postponed ruling on the motion to convert or dismiss because of the death of the debtor's counsel. The ABI Blog Exchange also said Oasis Enterprises, Inc., a/k/a Oasis Winery, of which Mr. Salahi is the president and sole shareholder, filed for Chapter 7 bankruptcy in February 2009. That case is still pending. The petition listed assets of $339,000 and liabilities of $982,000. The ABI Blog Exchange said the petition stated Oasis Enterprise's income fell from $1.7 million in 2007 to a mere $35,000 in 2008. The ABI Blog Exchange noted in 2008, a bank repossessed a $150,000 Aston-Martin car (resulting in a $85,000 deficiency) and a $90,000 Carver 350 Mariner Boat from Oasis Enterprises (resulting in a $56,000 deficiency judgment). TARGA RESOURCES: Bank Debt Trades at 2.25% Off in Secondary Market ------------------------------------------------------------------ Participations in a syndicated loan under which Targa Resources, Inc., is a borrower traded in the secondary market at 97.75 cents- on-the-dollar during the week ended Friday, Dec. 11, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 0.93 percentage points from the previous week, The Journal relates The loan matures on Oct. 31, 2012. The Company pays 500 basis points above LIBOR to borrow under the facility. The bank debt is not rated by Moody's and Standard & Poor's. The debt is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Dec. 11. Targa Resources, Inc. -- http://www.targaresources.com/-- is a provider of midstream natural gas and natural gas liquid services in the United States. The Company provides these services through its integrated platform of midstream assets. Its gathering and processing assets are located in the Permian Basin in west Texas and southeast New Mexico, the Louisiana Gulf Coast primarily accessing the offshore region of Louisiana, and, through Targa Resources Partners LP, the Fort Worth Basin/ Bend Arch in north Texas, the Permian Basin in west Texas and the onshore region of the Louisiana Gulf Coast. Its NGL logistics and marketing assets are located primarily at Mont Belvieu and Galena Park near Houston, Texas and in Lake Charles, Louisiana, with terminals and transportation assets across the United States. TAVERN ON THE GREEN: To Hold Big New Year's Eve Bash ---------------------------------------------------- According to an article by Jacqueline Palank posted on The Wall Street Journal's Bankruptcy Beat, Tavern on the Green plans to say goodbye to 2009 with a big New Year's Eve bash. The article says the restaurant has announced its plans to "fulfill any New Year's fantasy" with a bash that includes an open bar from 10 p.m. until 4 a.m.; a dinner buffet where guests can nosh on everything from Italian charcuterie, veal and mini burgers to various pastas and desserts; and two surprise DJs spinning house, hip-hop and rock music. Party planners also promise a view of the fireworks in Central Park, according to the article. "This year saw Chief Executive Jennifer LeRoy, whose father opened the restaurant in 1976, lose her bid to continue operating the Central Park attraction. Instead, New York City -- which owns the restaurant -- issued a new 20-year license to restaurateur Dean Poll that's slated to take effect in 2010. The decision, as well as the economic downturn, spurred Tavern on the Green to seek Chapter 11 protection in September," the article says. The WSJ Blog article notes Tavern's current operators are locked in a legal battle with New York City over who is the rightful owner of the "Tavern on the Green" name, a valuable asset the operators peg at $19 million. The New York Times in November said Judge Allan L. Gropper at the United States Bankruptcy Court in Manhattan allowed the official committee of unsecured creditors in the bankruptcy case of Tavern on the Green to participate in the trademark proceedings. An article by Glenn Collins posted on NY Times Blog said the current operators of Tavern filed for bankruptcy in September, after the city parks department granted Dean J. Poll, who runs the Boathouse in Central Park, the right to operate Tavern starting January 1. The NY Times said lawyers for Tavern originally asked Judge Gropper to give the restaurant three months to auction off its fixtures and furnishings. The city wanted the auction to be held before January 1, forcing the restaurant to close in December, its most lucrative month. According to the Times, Judge Gropper said from the bench that he would prefer that the LeRoys have until the end of January to sell the fixtures. Built in 1870 and launched as a restaurant in 1934, Tavern on the Green, located in Central Park in New York City, is one of the largest and most famous independently run restaurants in the United States. Tavern on the Green is the second-highest grossing restaurant in the U.S. in 2008. It was founded in 1934 by New York Parks Commissioner Robert Moses and the license was bought by restaurateur Warner LeRoy in 1974. The Company filed for Chapter 11 on September 9, 2009 (Bankr. S.D.N.Y. Case No. 09-15450). It listed assets and debts of as much as $50 million each. TELESAT CANADA: Bank Debt Trades at 6.07% Off in Secondary Market ----------------------------------------------------------------- Participations in a syndicated loan under which Telesat Canada is a borrower traded in the secondary market at 93.93cents-on-the- dollar during the week ended Friday, Dec. 11, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 1.11 percentage points from the previous week, The Journal relates. The loan matures on June 6, 2014. The Company pays 300 basis points above LIBOR to borrow under the facility. The bank debt is not rated by Moody's and Standard & Poor's. The debt is one of the biggest gainers and losers among 175 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Dec. 11. Headquartered in Ottawa, Ontario, Canada, Telesat Canada is the world's fourth largest provider of fixed satellite services and one of three companies operating on a global basis. The company has a fleet of 12 in-orbit satellites comprised of ten owned and operated satellites, one satellite with a prepaid lease, and one satellite leased from DIRECTV, Inc. Telesat carries 'B2' long term corporate family ratings from Moody's and 'B+' issuer credit ratings from Standard & Poor's. TOMMY ARMOUR III: Files for Chapter 33 in Dallas ------------------------------------------------ Professional golfer Tommy Armour III filed for Chapter 11 bankruptcy protection on December 11, 2009, before the U.S. Bankruptcy Court for the Northern District of Texas, Dallas division. According to the petition, this is Mr. Armour's third bankruptcy filing for the past eight years. He also sought bankruptcy protection on December 3, 2001 (Case No. 01-80247) and February 3, 2003 (Case No. 03-31346). The petition listed $1,401,038,605 in total assets and $1,709,304 in total debts. The bulk of the assets relates to Mr. Armour's interest in PGA Tour and Champions Tour, pegged at $1,400,000,000, and PGA Tour Life Insurance (term policy), value of which is unknown. His assets also include two Sphynx cats valued at $2,000 and a Ragdoll cat valued at $1,000. The bankruptcy petition says the interests in the PGA Tour and Champions Tour are exempted under Tex. Prop. Code Section 42.0021; while the PGA Tour Life Insurance (term policy) are exempt under Tex. Ins. Code Section 1108.051. The petition says the pets are exempted under Tex. Prop. Code Sections 42.001(a), 42.002(a)(11). Mr. Armour's debt obligations include a $272,309 mortgage held by GMAC Mortgage on his property at 4211 St. Andrews Blvd., Irving, TX 75038, and $4,982 in taxes on the property held by Irving ISD Tax Office. Tommy Armour III has been a professional golfer for 28 years. According to the PGA Tour's Web site, Mr. Armour's best finish on the PGA TOUR in 2009 is T6th at the Shell Houston Open. He ranks T95th in Driving Distance on the PGA TOUR. TOMMY ARMOUR III: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Tommy Armour, III aka Tommy Armour 4211 Saint Andrews Blvd. Irving, TX 75038 Bankruptcy Case No.: 09-38457 Chapter 11 Petition Date: December 11, 2009 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Harlin DeWayne Hale About the Debtor: Tommy Armour III has been a professional golfer for 28 years. According to the PGA Tour's Web site, Mr. Armour's best finish on the PGA TOUR in 2009 is T6th at the Shell Houston Open. He ranks T95th in Driving Distance on the PGA TOUR. According to the petition, this is Mr. Armour's third bankruptcy filing for the past eight years. Debtors' Counsel: Joyce W. Lindauer, Esq. Joyce W. Lindauer, Attorney at Law 8140 Walnut Hill Lane, Suite 301 Dallas, TX 75231 Tel: (972) 503-4033 Fax: (972) 503-4034 Email: courts@joycelindauer.com Estimated Assets: More than $1,000,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $1,401,038,605, and total debts of $1,709,304. 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/txnb09-38457.pdf Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Internal Revenue Service Tax for 2002, 2005, $583,100 Special Procedures 2006, 2007 1100 Commerce Street Mail Code DAL-5020 Dallas, Texas 75242 Internal Revenue Service 1040 Taxes $307,255 Special Procedures 1100 Commerce Street Mail Code DAL-5020 Dallas, Texas 75242 Internal Revenue Service 1040 Taxes $259,528 Special Procedures 1100 Commerce Street Mail Code DAL-5020 Dallas, Texas 75242 William K. Rosenberry Collecting for- $69,236 Integrated Media Environments Robert D. Spaletto Unsecured loan $57,500 Ascend Financial Services Unsecured Debt $50,000 GMAC Vehicle Lease Purchase $46,587 Value: $0 The Roberts Law Firm Attorney Fees $15,520 The Fairways I Jeff Green Unsecured Debt $10,000 McKinnon, Wooton & Business debt $7,420 Associates, LLC Gio Valiante Business debt $5,000 Mercedes-Benz Credit Lease on Mercedes- $3,660 Benz S class Preston National Bank-VISA Credit Card $2,972 Farmers Insurance Group Insurance $1,978 ChiroSport Specialists PA Medical Bill $1,632 Preston National Bank- Credit Card $1,296 Mastercard The Las Colinas Association Dues $1,079 TPC Sawgrass Business Debt $898 City of Irving Utility Utilities $818 Billing Texas Comptroller of Franchise Tax $768 Public Accounts The petition was signed by Tommy Armour, III. TONGLI PHARMACEUTICALS: Incurs $10,829 Net Loss in FY 2010 Q2 ------------------------------------------------------------- Tongli Pharmaceuticals (USA), Inc. and subsidiaries reported a net loss of $10,829 on revenue of $546,281 for the three months ended September 30, 2009, compared with net income of $487,036 on revenue of $1,645,540 in the same period ended September 30, 2008. The Company says that the $1.09 million revenue decrease was mainly attributable to the general slowdown of the economy in China as well as the seasonal production suspension and the Company's factory facility maintenance in August 2009. The decrease in net income was primarily due to decreased sales. For the six months ended September 30, 2009, the Company reported net income of $623,079 on revenue of $2,893,375, compared with net income of $992,021 on revenue of $3,310,710 for the same period ended September 30, 2008. At September 30, 2009, the Company's consolidated balance sheets showed $10,394,679 in total assets, $1,885,430 in total liabilities, and $8,509,249 in total shareholders' equity. A full-text copy of the Company's Form 10-Q is available for free at http://researcharchives.com/t/s?4ba0 Going Concern Doubt As reported in the TCR on July 21, 2009, Paritz & Company, P.A. in Hackensack, New Jersey expressed substantial doubt about Tongli Pharmaceuticals' ability to continue as a going concern after auditing the financial results for the years ended March 31, 2009, and 2008. The auditors related that the Company has a working capital deficit of $275,450 and had minimum cash or available borrowing capacity as of March 31, 2009. As of September 30, 2009, the Company's working capital has improved to $566,178. The Company says it has taken certain actions and continues to implement changes designed to improve its financial results and operating cash flows. The actions include certain cost-saving initiatives and continuous development of new and existing clients. The Company believes that these actions will enable it to move towards profitability and improve cash flow in its continuing operations through the coming year. About Tongli Pharmaceuticals Based in Flushing, New York, Tongli Pharmaceuticals (USA), Inc., through a wholly-owned subsidiary, Harbin Tianmu Pharmaceuticals Co., Ltd., develops, produces and sells a wide variety of pharmaceuticals and healthcare products in the People's Republic of China that are based on traditional Chinese medicine. TOYS "R" US: Posts $67 Million Net Loss for October 31 Quarter -------------------------------------------------------------- Toys "R" Us, Inc., said net results improved by $37 million to a loss of $67 million for the third quarter ended October 31, 2009, compared to a loss of $104 million for the third quarter of fiscal 2008. Operating loss improved to $9 million for the third quarter of fiscal 2009, compared to a loss of $54 million for the third quarter of fiscal 2008. "We are happy to announce that our third quarter performance produced our best operating results for this quarter since 2006," said Jerry Storch, Chairman and CEO, Toys "R" Us, Inc. "For our business, the third quarter, which ended October 31, is the prelude to the important holiday season ahead. It's the period when we make significant investments in the business by ramping up store staffing, merchandising and marketing, as we make final preparations to welcome holiday shoppers." "We were very aggressive in this lead-up to the fourth quarter, and believe we are well-positioned to compete in this economic environment. Now, with Black Friday behind us and the holiday shopping season officially underway, we are pleased and energized by the customer response to our breadth of product selection, our ownership of the hottest toys, and our cadence of value offerings." Drivers of the improved third quarter performance were reduced operating expenses and an increased gross margin rate (i.e. gross margin as a percent of sales), which combined to more than offset the decline in sales. Net sales during the third quarter of fiscal 2009 were $2.7 billion, compared to $2.8 billion for the third quarter of fiscal 2008. Foreign currency translation contributed a $50 million increase to net sales. Comparable store net sales decreased by 9.3% and 4.7% in the third quarter of fiscal 2009 for the Company's Domestic and International segments, respectively. The entertainment product category (which includes video game hardware and software) accounted for a large majority of the total sales decline, while total sales in the traditional toy categories (learning, core, and seasonal) were up slightly. The company shifted the domestic toy "Biggest Big Book" promotional event from the last week of the third quarter in fiscal 2008 to the first week of the fourth quarter in fiscal 2009, and this also contributed to the decline in reported sales for the third quarter. The gross margin rate in the third quarter was 35.6%, which represents a 1.0% increase from 34.6% in the third quarter of fiscal 2008. The most significant factor driving this improvement was the shift of business away from the lower margin entertainment category (which includes video game hardware and software). SG&A expense for the quarter decreased by 4.2%, or $39 million, due to broad expense controls over several categories. The favorable SG&A comparison was negatively impacted by foreign currency translation of $16 million. Other income was $18 million in the third quarter of fiscal 2009, compared to $12 million in the third quarter of the prior year. The increase was primarily due to a $5 million gain on the sale of an idle distribution center. Adjusted EBITDA for the third quarter of fiscal 2009 remained unchanged at $65 million compared to the third quarter of fiscal 2008. At October 31, 2009, the Company had $9.3 billion in total assets against total current liabilities of $2.9 billion, long-term debt of $5.8 billion, deferred tax liabilities of $55 million, deferred rent liabilities of $273 million, and other non-current liabilities of $377 million. At October 31, the Company had stockholders' deficit of $254 million. The Company ended the third quarter of fiscal 2009 with cash and unused credit lines of approximately $1.5 billion, including approximately $193 million that was available to its Japan subsidiary. Long-term debt was lowered by $220 million to $5.9 billion at the end of the third quarter of fiscal 2009 compared to the third quarter of fiscal 2008. Year-to-date capital spending was $145 million, a decrease of $149 million from 2008, as the company has moderated capital spending prudently in this economic environment. Total inventory at the end of the third quarter was down $91 million or 2.8%, compared to the same period in fiscal 2008. The Company successfully completed a $725 million senior secured note offered subsequent to the end of the third quarter, the proceeds of which, along with cash on hand, were used to repay $800 million of real estate financing that was due in 2010. Mr. Storch continued, "Since the end of the second quarter, we were very pleased to have completed both the $725 million senior secured note offering and the execution of our $208 million European and Australian asset-based revolving credit facility. The execution of these two transactions, in combination with the other successful refinancing efforts undertaken in the first half of the year, has now satisfied the significant near-term refinancing needs of the company." A full-text copy of the Company's quarterly report on Form 10-Q is available at no charge at http://ResearchArchives.com/t/s?4b90 A full-text copy of the Company's earnings release is available at no charge at http://ResearchArchives.com/t/s?4b91 About Toys "R" Us Toys "R" Us, Inc. is a specialty retailer of toy and baby products. It currently sells merchandise in more than 1,550 stores, including 849 Toys"R"Us and Babies"R"Us stores in the United States, and more than 700 international stores in 33 countries, consisting of both licensed and franchised stores. In addition, it sells extraordinary toys in two FAO Schwarz stores in the United States. It also operates e-commerce sites including Toysrus.com, Babiesrus.com, eToys.com, FAO.com and babyuniverse.com, and ePregnancy.com, an online resource for parents. Headquartered in Wayne, NJ, Toys"R"Us employs nearly 70,000 associates worldwide. The Company carries a 'B2' probability of default rating from Moody's, "B" issuer credit ratings from Standard & Poor's, and "B-" long term issuer default rating from Fitch. TRONOX INC: Receives Exclusivity Extension to March 15 ------------------------------------------------------ Tronox Inc. sought and obtained an extension until March 15 of the exclusive right to propose a Chapter 11 plan. Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York, in the request for an extension, said Tronox worked diligently to create alternatives to the bid submitted by Huntsman Pigments LLC and Huntsman Australia R&D Company Pty Ltd. not only by locating committed buyers to compete with Huntsman at the auction, but also by pursuing a standalone reorganization as an alternative to the sale. However, as the Court recently noted, the Debtors' Chapter 11 cases have not yet reached a crossroads. Thus, Mr. Henes says, while the positive developments in the business and the Debtors' good faith effort and significant progress indicate that the looming decision between a sale and reorganization will be "difficult, but in the long run to everyone's advantage," the outcome of the Chapter 11 cases remains unknown. He avers that the Debtors should be permitted additional time to build upon their good faith, dedicated efforts to maximize value and bring its dual path process to a successful conclusion. Mr. Henes adds that the Debtors' continuing good faith efforts to engage with their stakeholders were recently affirmed by a notable development -- on November 22, 2009, the Official Committee of Equity Security Holders withdrew its motion to terminate the Exclusive Periods, citing its desire "to work constructively with [the Debtors]." Accordingly, Mr. Henes avers, the Debtors' pursuit of a possible reorganization in the context of their dual path process is not opposed by any key constituency. For these reasons, the Debtors submit that the requested extension of the Exclusive Periods is warranted and is not intended to pressure stakeholders. 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) TROPICANA ENT: Gets Nod to Fix Admin. Expense Claims Bar Date ------------------------------------------------------------- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. obtained the Bankruptcy Court's permission to set a bar date for filing administrative expense claims. Administrative Expense Claims will be deemed timely filed only if they bear an original signature; are sent by regular mail, overnight mail, or hand delivery; and are actually received by the Debtors' claim agent, Kurtzman Carson Consultants LLC on or before 45 days from the Closing Date of the sale of substantially all of the New Jersey Debtors' assets. For purposes of the Order, an Administrative Expense Claim referred to as a Claim, as defined under Section 101(5) of the Bankruptcy Code, for payment of an administrative expense of a kind specified under Section 503(b) of the Bankruptcy Code and entitled to priority pursuant to Section 507(a)(2) of the Bankruptcy Code, including, but not limited to, the actual, necessary costs and expenses, incurred on or after the Petition Date, of preserving the New Jersey Debtors' estates and operating the New Jersey Debtors' business. Any claimant allegedly holding an Administrative Expense Claim against the New Jersey Debtors that is required to file a request for payment of the claim on or before the Administrative Expense Claims Bar Date, but fails to do so in a timely manner will be forever barred, estopped, and enjoined from asserting an Administrative Expense Claim against the New Jersey Debtors or their estates. Any holder of an Administrative Expense Claim, who fails to timely file a claim, will not be entitled to any payment in these Chapter 11 cases on account of the Administrative Expense Claim and will not be entitled to receive further notices regarding the Claim. TROPICANA ENT: NJ Debtors Want to Modify Interco. Lease Terms ------------------------------------------------------------- Pursuant to Section 363(b)(1) of the Bankruptcy Code, Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc., seek the Court's authority to modify the terms of intercompany leases effective immediately before the closing on the sale of substantially all of their assets. As previously reported, the Court approved the Amended and Restated Purchase Agreement for the sale of substantially all of the New Jersey Debtors' assets, and the assumption and assignment of certain executory contracts and unexpired leases, on November 4, 2009. The Original Sale Order, dated June 12, 2009, authorized the New Jersey Debtors to assume and assign seven leases among Adamar of New Jersey, Inc., and Delaware Debtors Atlantic-Deauville, Inc., Adamar Garage Corporation, and Ramada New Jersey, Inc., to the buyer of the Assets. A list of the Intercompany Leases is available at no charge at: http://bankrupt.com/misc/TropiA_NJIntercompanyLeases113009.pdf The Amended Sale Order confirmed the findings and rulings of the Original Sale Order with respect to certain leases to be assumed and assigned, as applicable. Pursuant to the Intercompany Leases, (i) Adamar New Jersey leases the expansion site in Tropicana Atlantic City's south tower, a portion of the transportation center land, and the hotel air space, a garage commonly known as the "Barbun" garage, and an employee parking lot, and (ii) Adamar Garage and Atlantic- Deauville lease from Adamar New Jersey land under the "Barbun" garage and a portion of the transportation center, according to Ilana Volkov, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Hackensack, New Jersey. In addition, Atlantic-Deauville and New Jersey Debtor Manchester Mall, Inc., own certain parcels of land that comprise a property commonly known as the "Quarter," which is a 200,000-sq. ft. Las Vegas styled, Havana-themed expansion of the Tropicana Atlantic City completed in November 2004. Atlantic-Deauville and Manchester Mall leased these parcels to Adamar New Jersey. To memorialize and modify the existing lease arrangement, Adamar New Jersey will enter into two ground leases, referred to as the Additional Intercompany Leases, whereby Atlantic-Deauville and Manchester Mall will each lease their respective parcels of real property to Adamar New Jersey, Ms. Volkov informs the Court. As part of and to effectuate the Amended Sale Agreement, the steering committee for the secured parties obtained the consent of the New Jersey Debtors to enter into modifications of the Intercompany Leases and the Additional Intercompany Leases, with each modification being made effective immediately before Closing. The proposed modifications reflect, among other things, fair market value rental of the properties involved in the Intercompany Leases and the Additional Intercompany Leases, in order to achieve a proper allocation of value among the properties, Ms. Volkov tells the Court. Ms. Volkov asserts that the proposed amendments to the Intercompany Leases and the Additional Intercompany Leases are justified by the New Jersey Debtors' business judgment because same will facilitate and further implement the sale of all or substantially all of the New Jersey Debtors' Assets. She adds that no adverse impact on the New Jersey Debtors' estates or creditors is expected, as effectiveness of the modifications will not occur until immediately before the Closing. As a result of the expected timing of various remaining regulatory approvals and waivers, the Sale may close before the January 14, 2010 omnibus hearing date. In separate filings, the New Jersey Debtors sought and obtained the Court's approval to shorten the notice period on the Motion so as not to jeopardize their ability to effectuate the proposed modifications. Objections are due no later than 5:00 p.m., on December 11, 2009. The hearing on the Debtors' request will be conducted on December 15, 2009. About Tropicana Entertainment Tropicana Entertainment LLC and its units owned eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana have emerged from bankruptcy pursuant to a reorganization plan. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have emerged from Chapter 11 via a separate Chapter 11 plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENT: Stein Gets Extension to Wrap Up Atlantic City Sale ----------------------------------------------------------------- Retired Justice Gary S. Stein, the state-appointed conservator overseeing the operations Tropicana Atlantic City, is seeking a 30-day extension, until January 31, 2010, to "wrap up" a sale deal of the Tropicana Atlantic City operations with a group of investors led by Carl C. Icahn. If granted, a January 2010 extension would be Justice Stein's 10th deadline extension to close a sale deal, pressofAtlanticCity.com reported. The current deadline is December 31, 2009. The New Jersey Casino Control Commission was set to consider the latest extension request at its board meeting scheduled last December 2, 2009, according to PAC. According to Justice Stein, "one more month" is needed to obtain final regulatory approval of the restructured purchase agreement concerning the Tropicana Atlantic City assets, PAC said. As previously reported, the restructured Purchase Agreement would allow the Icahn investor group to save on tax payment in the event they resell the property in the next few years. For tax purposes, the Icahn investor group prefers to complete the sale in a stock deal that would set the value of Tropicana Atlantic City to $700,000,000. The sale price, nevertheless, would remain at $200,000,000. "However, the sale must still formally close before the Icahn [investor] group takes over [Tropicana Atlantic City]. For that to happen, Tropicana must complete a federal Securities and Exchange Commission filing for new stock that is part of a restructured sale agreement," PAC quoted Justice Stein as saying. In addition, Tropicana Atlantic City's new owners -- the Icahn investor group -- must also secure gaming licenses in the states in which they seek to operate casinos. According to Justice Stein's extension request papers, gaming approval has already been granted in Mississippi. Gaming approvals for Indiana, New Jersey, Louisiana, and Nevada are expected in December 2009 or January 2010, PAC reported. * * * The NJ Commission "reluctantly" approved the requested 30-day extension, extending the Tropicana Atlantic City sale deadline to January 31, 2009, PAC subsequently noted in a separate report. "The last thing I want to do is to talk about another extension request," PAC quoted NJ Commissioner Michael C. Epps as saying. PAC noted that the sale was hindered in the past by recession, certain legal battles and the Chapter 11 reorganization of Tropicana Atlantic City's former parent company. About Tropicana Entertainment Tropicana Entertainment LLC and its units owned eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana have emerged from bankruptcy pursuant to a reorganization plan. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have emerged from Chapter 11 via a separate Chapter 11 plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TXCO RESOURCES: Creditors Balk at Disclosure Statement ------------------------------------------------------ A number of creditors have lodged objections to TXCO Resources Inc.'s disclosure plan, which centers on the company's proposed sale to Newfield Exploration Co, according to Law360. The U.S. Bankruptcy Court for the Western District of Texas is set to consider the adequacy of the Disclosure Statement explaining the Chapter 11 Plan of TXCO Resources Inc. and its debtor- affiliates, on Dec. 16, 2009 The Chapter 11 Plan According to the Disclosure Statement, the Debtors have two separate plans for consideration by the holders of allowed claims. The first plan contemplates a sale of substantially all of the assets of the Debtors to Newfield Exploration Company for $223 million. Under the Newfield PSA there are also certain excluded assets, which will remain with Reorganized TXCO and managed in order to pay the claims of Holders of Allowed General Unsecured Claims. The Debtors also have the opportunity to consider any unsolicited acquisition proposals to determine if they would constitute a superior proposal. In the event the Court does not confirm the Sale Plan, the Debtors would propose that the Court consider confirming the alternative plan. Under the alternative plan, the Debtors propose converting some of the debt held by the DIP Lenders and the Term Lenders into new equity of Reorganized TXCO. Additionally, the Debtors would issue new Notes to substantially all the Holders of Allowed Claims, except for Holders of General Unsecured Claims, who will receive a cash distribution equal to 5% of their Allowed Claim or 2.5% of the new equity of Reorganized TXCO. The Debtors submit that they will only seek confirmation of the Operational Plan in the event the Court does not confirm the Sale Plan or closing does not occur as set forth in the Sale Plan. The Operational Plan preserves the Debtors' ability to confirm a plan of reorganization prior to the maturity date of the DIP Loan. A full-text copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/TXCoResources_DS.pdf A full-text copy of the Plan of Reorganization is available for free at: http://bankrupt.com/misc/TXCOResources_planofReorganization.pdf About TXCO Resources TXCO Resources Inc. is an independent oil and natural gas enterprise with interests in the Maverick Basin of Southwest Texas, the Fort Trinidad area of East Texas, the onshore Gulf Coast region and the Marfa Basin of Texas, the Midcontinent region of Western Oklahoma and willow Gulf of Mexico waters. The Company's business strategy is to acquire undeveloped mineral interests and internally develop a multi-year drilling inventory through the use of advanced technologies, such as 3-D seismic and horizontal drilling. The Company accounts for its oil and natural gas operations under the successful efforts method of accounting and trade its common stock under the symbol "TXCOQ.pk." The Company and its subsidiaries filed for Chapter 11 protection on May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807). The Debtors hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at Cox Smith Matthews Incorporated, as general restructuring counsel; Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts counsel; Albert S. Conly as chief restructuring officer and FTI Consulting Inc. as financial advisor; Goldman, Sachs & Co. as financial advisor for assets sale; Global Hunter Securities, LLC, as financial advisors and investment bankers; and Administar Services Group LLC as claims agent. Gardere Wynne Sewell LLP represents the Committee. UAL CORP: Court Orders Closing of Chapter 11 Cases -------------------------------------------------- Judge Eugene R. Wedoff ordered the closing of UAL Corporation and its debtor affiliates' Chapter 11 cases in the United States Bankruptcy Court for the Northern District of Illinois, according to a docket entry dated December 8, 2009. To recall, the remaining objection to the Debtors' Motion to Close filed by the United States Government, on behalf of the General Services Administration, has been resolved, wherein the Court directed the Clerk of Court to open a new adversary proceeding. Judge Wedoff previously ruled that a draft order with respect to the Debtors' Motion to Close their Chapter 11 cases is due December 9, 2009. A formal final decree closing the Debtors' Chapter 11 cases was not yet available in UAL's bankruptcy dockets as of press time. About UAL Corp. Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The Company filed for Chapter 11 protection on December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors before the Committee was dissolved when the Debtors emerged from bankruptcy. Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan on January 20, 2006. The Company emerged from bankruptcy protection on February 1, 2006. (United Airlines Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * UAL and United both carry a 'CCC' issuer default rating from Fitch Ratings. UAL carries a 'B-'' on 'watch negative', corporate credit rating from Standard & Poor's Ratings Services. UAL CORP: Invests on 50 Widebody Aircraft to Reduce Costs --------------------------------------------------------- United Air Lines, Inc., announced a significant investment in the company's future with a widebody aircraft order that will enable the carrier to reduce operating costs and better match aircraft to key markets it serves, while providing its customers with state- of-the-art cabin comfort. The new technology aircraft will reduce fuel burn and environmental impact, while enabling service to a broader array of international destinations. United ordered 25 Airbus A350 XWB aircraft and 25 Boeing 787 Dreamliner aircraft and has future purchase rights for 50 of each aircraft. The aircraft order follows a rigorous, six-month request for proposal process, which resulted in agreements with both manufacturers, enabling the company to meet its financial and operational objectives and respond to changes in future market conditions. The breadth in size and capabilities of the different aircraft models ensure the company has the right aircraft for the right market throughout the fleet replacement cycle. Order an investment in the future "Over the last few years we have made fundamental improvements in United's performance, delivering excellent cost control while improving the quality and reliability of our product. This aircraft order is another significant step on the path to position United for long-term success in a highly competitive global market," said Glenn Tilton, UAL Corporation chairman, president and CEO. "I would like to thank our team for making this order a reality in a manner that is consistent with our disciplined financial strategy. We are investing in our future, and we are well positioned to take full advantage as the economy recovers in the shorter term." United expects to take delivery of the aircraft between 2016 and 2019; at the same time it will retire its international Boeing 747s and 767s. These 50 new aircraft will reduce the average seat count by about 19 percent compared to the aircraft they will replace, and by about 10 percent when averaged over the entire international fleet. With the Airbus A350 powered by the Rolls Royce Trent XWB engine, and the Boeing 787 powered by either the Rolls Royce Trent 1000 or the GE GEnx, United estimates it will reduce its fuel costs and carbon emissions from the 50 aircraft by about 33 percent. Additionally, the company expects average lifetime maintenance costs for the new aircraft to be approximately 40 percent lower per available seat mile than the aircraft that will be retired. The new aircraft will open up new revenue opportunities for United as the smaller size, longer range, and lower operating costs of these aircraft allow the company to profitably serve a broader range of international destinations. The A350 has a range 11 percent greater than the current B747, and the B787 has a range 32 percent greater than the current B767. Both new aircraft offer significant improvements to the customer experience, including larger windows, more overhead bin space and improved lighting, among other features. United leverages current environment, orders from both manufacturers This order provides United with the most efficient aircraft for its international network, providing the right range, size and operating costs for United's diverse set of worldwide destinations, said CFO Kathryn Mikells. "Our decision to move forward aggressively at the bottom of the business cycle clearly benefited us. We secured the right aircraft and the right deal for United," Ms. Mikells said. "The orders require minimal capital over the next few years but ensure we will have the right planes to strengthen our global network over the next decade." Ordering in a down cycle expected to reap benefits "We are pleased to be working with United, our longtime customer, and launch customer of the Boeing 777," said Jim McNerney, Boeing chairman, president and CEO. "We think United is making a smart decision placing an order at this point in the cycle and taking delivery years into the future. The 787 Dreamliner will provide United with additional range and unmatched fuel efficiency." "United Airlines is a global icon, and it's very gratifying that they have chosen the A350 to be a key part of their strategy," said Airbus President and CEO Tom Enders. "It also is fitting that the selection of the eco-efficient A350-900 comes at a time when the world is focusing on operating as efficiently as possible and minimizing environmental impact. Airbus and United have been partners for two decades, and we look forward to extending that partnership well into the future." United last took delivery of aircraft in 2002, and last ordered aircraft in 1998. United Selects Rolls-Royce to Power New Airbus Fleet Rolls-Royce has been selected by United Airlines to power its new fleet of Airbus A350 XWB aircraft. The contract, for 25 Airbus A350 XWB plus TotalCare(R) long-term service support, is worth $2 billion at engine list prices. The aircraft are due to be delivered between 2016 and 2019. In addition, the airline has also announced future purchase rights for a further 50 aircraft. This agreement is Rolls-Royce's first large civil engine contract with United Airlines. John Tague, President at United Air Lines, Inc. said: "The Rolls- Royce Trent XWB offers the power and economical efficiency we expect from the A350 XWB while providing the performance and reliability our customers expect from one of the world's largest airlines." Mark King, President ? Civil Aerospace, Rolls-Royce, added: "This represents a significant endorsement of our Trent XWB technology and its operational advantage. We are delighted that United Airlines has put its trust in the long-term performance advantages of Trent technology and TotalCare(R)." Rolls-Royce Trent XWB engines are specifically developed for the Airbus A350 XWB and have been designed to minimise the aircraft's overall environmental impact. It is the most fuel efficient and environmentally sensitive large engine design on the market, with fuel efficiency ratings 28 per cent higher than pre-Trent generation engines. The firm orders for the Trent XWB engine total more than 1000 from 33 customers. The engine will enter into service in 2013, with current orders extending beyond 2020. UAL CORP: Supreme Court Denies Peter Hoffman Wit of Certiorari -------------------------------------------------------------- To recall, in separate orders, the United States Court of Appeals for the Seventh Circuit Judges, Chief Judge Frank H. Easterbrook, Judges Diane Wood and Judge Diane S. Sykes affirmed the United States District Court for the Northern District of Illinois' decisions in upholding the United States Bankruptcy Court for the Northern District of Illinois' rulings on Peter Hoffman's Motion for Reconsideration and Leave for Appeal Motion. In denying Mr. Hoffman's petition for a writ of certiorari, the United States Supreme Court has let stand an unpublished Seventh Circuit decision that a pro se claimant's alleged misunderstanding of the applicable law did not constitute "excusable neglect" so as to permit the bankruptcy court to extend the claimant's time to appeal from the order disallowing his claim. In light of inadvertence, ignorance of the rules, or mistakes construing the rules do not usually constitute "excusable" neglect, Mr. Hoffman's purported misunderstanding would have been weak support for a finding of excusable neglect, the Court of Appeals explained. It was no support at all, however, given that the Bankruptcy Court cautioned Mr. Hoffman that he had just 10 days to act and that the time would begin running as soon as an order was docketed, the Supreme Court held. In his petition for a writ of certiorari, Mr. Hoffman asserted that the lower courts erred in failing to consider the "excusable neglect" factors plainly described and discussed by the Supreme Court in Pioneer Inv. Services Co. v. Brunswick Associates Ltd. Partnership, 507 U.S. 380, 113 S.Ct. 1489, 123 L.Ed.2d 74 (1993). A review of the Pioneer factors showed that the claimant did make a case that his behavior constituted "excusable neglect," the petition contended, noting that the total "delay" in this case was several days and well within the 20 days required by Rule 9006 of the Federal Rules of Bankruptcy Procedure, that the delay in no way prejudiced the debtor, as the bankruptcy process remained incomplete and the bankruptcy court continued to hear and adjudicate objections to claims, and that the court's administration of the debtor's bankruptcy would not have been hampered by granting the claimant leave to file a late notice of appeal. About UAL Corp. Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The Company filed for Chapter 11 protection on December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors before the Committee was dissolved when the Debtors emerged from bankruptcy. Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan on January 20, 2006. The Company emerged from bankruptcy protection on February 1, 2006. (United Airlines Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * UAL and United both carry a 'CCC' issuer default rating from Fitch Ratings. UAL carries a 'B-'' on 'watch negative', corporate credit rating from Standard & Poor's Ratings Services. UAL CORP: United Places Order for 50 New Planes ----------------------------------------------- United Air Lines Inc. on December 8, 2009, said it placed a widebody aircraft order for 25 Airbus A350 XWB aircraft and 25 Boeing 787 Dreamliner aircraft. United has future purchase rights for an additional 50 planes of each aircraft type. United expects to take delivery of the new aircraft between 2016 and 2019. The binding agreements in principle are subject to definitive written agreements being executed by specified dates in the first quarter of 2010. United said the aircraft order follows a rigorous six-month request for proposal process which resulted in agreements with both manufacturers enabling the company to meet its financial and operational objectives and respond to changes in future market conditions. The breadth in size and capabilities of the different aircraft models ensure the company has the right aircraft for the right market throughout the fleet replacement cycle. "Over the last few years we have made fundamental improvements in United's performance, delivering excellent cost control while improving the quality and reliability of our product. This aircraft order is another significant step on the path to position United for long-term success in a highly competitive global market," said Glenn Tilton, UAL Corporation chairman, president and CEO. "I would like to thank our team for making this order a reality in a manner that is consistent with our disciplined financial strategy. We are investing in our future, and we are well positioned to take full advantage as the economy recovers in the shorter term." These 50 new aircraft will reduce the average seat count by about 19% compared to the aircraft they will replace, and by about 10% when averaged over the entire international fleet. With the Airbus A350 powered by the Rolls Royce Trent XWB engine, and the Boeing 787 powered by either the Rolls Royce Trent 1000 or the GE GEnx, United estimates it will reduce its fuel costs and carbon emissions from the 50 aircraft by about 33%. Additionally, the company expects average lifetime maintenance costs for the new aircraft to be approximately 40% lower per available seat mile than the aircraft that will be retired. The new aircraft will open up new revenue opportunities for United as the smaller size, longer range, and lower operating costs of these aircraft allow the company to profitably serve a broader range of international destinations. The A350 has a range 11% greater than the current B747, and the B787 has a range 32% greater than the current B767. Both new aircraft offer significant improvements to the customer experience, including larger windows, more overhead bin space and improved lighting among other features. This order provides United with the most efficient aircraft for its international network, providing the right range, size and operating costs for United's diverse set of worldwide destinations, said CFO Kathryn Mikells. "Our decision to move forward aggressively at the bottom of the business cycle clearly benefited us. We secured the right aircraft and the right deal for United," Ms. Mikells said. "The orders require minimal capital over the next few years but ensure we will have the right planes to strengthen our global network over the next decade." "We are pleased to be working with United, our longtime customer, and launch customer of the Boeing 777," said Jim McNerney, Boeing chairman, president and CEO. "We think United is making a smart decision placing an order at this point in the cycle and taking delivery years into the future. The 787 Dreamliner will provide United with additional range and unmatched fuel efficiency." "United Airlines is a global icon, and it's very gratifying that they have chosen the A350 to be a key part of their strategy," said Airbus President and CEO Tom Enders. "It also is fitting that the selection of the eco-efficient A350-900 comes at a time when the world is focusing on operating as efficiently as possible and minimizing environmental impact. Airbus and United have been partners for two decades, and we look forward to extending that partnership well into the future." United last took delivery of aircraft in 2002, and last ordered aircraft in 1998. About UAL Corp. Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The Company filed for Chapter 11 protection on December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors before the Committee was dissolved when the Debtors emerged from bankruptcy. Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan on January 20, 2006. The Company emerged from bankruptcy protection on February 1, 2006. (United Airlines Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * UAL and United both carry a 'CCC' issuer default rating from Fitch Ratings. UAL carries a 'B-'' on 'watch negative', corporate credit rating from Standard & Poor's Ratings Services. USG CORPORATION: Fitch Affirms Issuer Default Rating at 'B' ----------------------------------------------------------- Fitch Ratings has affirmed the ratings of USG Corporation: -- Issuer Default Rating at 'B'; -- Secured bank credit facility at 'BB/RR1'; -- Senior unsecured guaranteed notes at 'BB/RR1'; -- Senior unsecured notes at 'B/RR4'; -- Convertible senior unsecured notes at 'B/RR4'. The Rating Outlook has been revised to Stable from Negative. Fitch's Recovery Rating (RR) of 'RR1' on USG's $500 million secured revolving credit facility and $300 million unsecured notes indicates outstanding recovery prospects for holders of these debt issues. (The $300 million unsecured notes are guaranteed on a senior unsecured basis by certain of USG's domestic subsidiaries.) Although the senior unsecured notes are effectively subordinate to the company's secured debt, including the $500 million secured revolving credit facility, the recovery prospects for both of these debt classes are similar given USG's strong asset coverage. Fitch's 'RR4' on USG's senior unsecured notes that are not guaranteed by the company's subsidiaries indicates average recovery prospects for holders of these debt issues. Fitch applied a liquidation analysis for these RRs. The rating for USG is based on the company's leading market position in all of its businesses, strong brand recognition, its large manufacturing network and sizeable gypsum reserves. Risks include the cyclicality of the company's end-markets, excess capacity currently in place in the U.S. wallboard industry, volatility of wallboard pricing and shipments and the company's high leverage. While Fitch expects to see moderate improvement in housing metrics as well as home improvement spending in 2010, these will likely be offset by the continued decline in commercial construction spending. (Roughly 1/3 of the company's sales are directed to the new commercial construction market.) Within this environment, selling price increases for its gypsum wallboard product may be challenging. Nevertheless, the Stable Outlook reflects USG's solid liquidity with $700 million of cash (on a pro forma basis, inclusive of receipt of the $80 million initial payment from the recent settlement with Lafarge North America) and $175 million of availability under its revolving credit facilities in the U.S. and Canada, which should give the company financial flexibility to deal with weak underlying demand for its products in the intermediate term. USG markets its products primarily to the construction industry, with approximately 27% of the company's 2008 net sales directed toward new residential construction, 35% derived from new non- residential construction, 36% from the repair and remodel segment (commercial and residential) and 2% from other industrial products. In the past, earnings stability in the building materials segment has been driven by end-market diversification - historically, weakness in residential demand has been largely offset by commercial/industrial strength and/or repair and remodel spending. This has not been the case in 2009, wherein most of USG's end-markets are in decline simultaneously although at different stages of correction. Recent statistical and anecdotal information point to a bottom for U.S. housing, though early-stage recovery will be more muted than average. Fitch projects total housing starts to fall 41.4% in 2009 and increase 15.1% in 2010 to 610,000 homes. During the first 12-15 months from this bottom, the recovery may appear jaw-toothed as substantial foreclosures now in the pipeline present as distressed sales, and as meaningful new foreclosures arise from Alt-A and option adjustable-rate mortgage resets. Home improvement spending is projected to fall by 8.3% in 2009 (the third consecutive year of decline) but is anticipated to improve 3.5% next year. A pick-up in home sales, particularly in existing home sales, combined with a strengthening economy should lead to higher spending on home renovations in 2010. Commercial construction started to weaken earlier in 2009, and the rate of decline is expected to intensify next year. Fitch currently projects private non-residential construction spending (as measured by the Census Bureau) to decline 10% in 2009 and 14.5% in 2010. Shipments and market prices for the company's building products (particularly wallboard) historically have been volatile and cyclical. USG's latest 12 months wallboard volume is down approximately 56.4% from its peak (the second half of 2005 through the first half of 2006), and pricing has declined 38.8% from a high of $188.37 per thousand square feet during third-quarter 2006 (3Q'06) to $115.33 during the 3Q'09. Industry capacity utilization rates were in the low 50% range during the third quarter of 2009 and are likely to stay low as demand remains weak across most end-markets. During the second half of 2008 and early in 2009, certain gypsum wallboard manufacturers reported higher sequential pricing despite lower volume trends and dropping capacity utilization rates. That trend reversed during 2Q'09 as manufacturers reported lower wallboard prices compared to 1Q'09. During the third quarter, wallboard manufacturers once again reported lower sequential prices compared to the previous quarter. USG reported 0.8% year-over-year growth in wallboard pricing during the third quarter following a 10% increase during the second quarter and a 16.3% improvement during 1Q'09. However, the company reported a 4.5% drop in average wallboard price on a sequential basis during the third quarter compared to the second quarter. This is the second consecutive quarter that the company has reported lower pricing on a quarter-over-quarter basis after reporting sequential pricing increases for four consecutive quarters. Fitch expects this trend to continue during the fourth quarter as demand continues to be sluggish and input costs remain stable. USG's ratio of debt to earnings before interest, taxes, depreciation and amortization (EBITDA) as calculated by Fitch remains very high at 25.8x, although this ratio has improved sequentially each quarter this year despite lower revenues. (The company's debt to EBITDA was 33.3x for the LTM from Sept. 30, 2008.) Through the first nine months of the year, revenues are down 30.7% due primarily to 35% lower wallboard volumes, offset in part by a 9.2% increase in average wallboard prices. Since 2007, USG has implemented restructuring initiatives related to workforce reductions and plant shutdowns/closures. The benefits of these cost reduction initiatives are already evident. Through the first nine months of 2009, the company recorded an operating loss (before restructuring charges and impairments) of $82 million compared to a loss of $101 million during the same period last year despite sales being $1.1 billion lower this period. The benefits of these initiatives are likely to be more apparent when demand picks up. Fitch expects operating margins to continue to improve next year, although they are likely to stay in negative territory. Given the weak margins, the company will be challenged to generate free cash flow in 2010. The company currently has solid liquidity, with $621 million of cash and $175 million of availability under its revolving credit facilities in the U.S. and Canada as of Sept. 30, 2009. USG has no major debt maturities until August 2014, when $300 million of senior notes mature. Most recently, the company announced that it entered into an agreement with Lafarge North America resolving certain disputes between the parties that had been the subject of a lawsuit. (In 2003, USG filed a lawsuit alleging that Lafarge misappropriated its trade secrets and other information through hiring certain USG employees and that Lafarge infringed on one of its patents regarding a method for producing gypsum wallboard.) Under the terms of the agreement, USG will receive $105 million and will grant a fully paid-up license for the use of certain USG technologies. The company will receive $80 million this week and will collect the remaining $25 million in December 2010. This settlement further strengthens the company's liquidity position, with its cash balance rising to about $700 million on a pro-forma basis. The company had upgraded its manufacturing base (replacing older, higher cost plants with new, low-cost facilities) during the past few years. Capital expenditures totaled $460 million in 2007 and $238 million in 2008. This year, USG is on track to spend $50 million on capex. Management feels that it can spend at this level again next year, given that about 50% of the company's wallboard capacity is eight years old or newer. USG is the largest producer of gypsum wallboard in the U.S., eastern Canada and Mexico. In the U.S., its largest market, it is estimated that USG has a market share of roughly 26%. Its Canadian operation, CGC Inc., is the largest manufacturer of gypsum wallboard in eastern Canada and USG Mexico is also the largest manufacturer in Mexico. The company's products include well recognized brand names such as SHEETROCK, DUROCK, and FIBEROCK. USG's building products distribution business, marketed as L&W Supply, is the only specialty gypsum dealer with a national presence. In 2008, it is estimated that L&W Supply distributed approximately 12% of all gypsum wallboard in the U.S., including 36% of U.S. Gypsum's wallboard production. USG is also the world's largest manufacturer of ceiling grids and the second- largest manufacturer/marketer of acoustical ceiling tiles. Established in 1902, USG Corporation is a vertically integrated manufacturer and distributor of building materials that are used in new residential, new commercial and repair & remodel construction, as well as certain industrial products. VALLEY CAPITAL BANK: Enterprise Bank & Trust Assumes All Deposits ----------------------------------------------------------------- Valley Capital Bank, National Association, Mesa, Arizona, was closed December 11 by the Office of the Comptroller of the Currency, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Enterprise Bank & Trust, Clayton, Missouri, to assume all of the deposits of Valley Capital Bank. Valley Capital Bank's sole branch will reopen today, Monday, as a branch of Enterprise Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship to retain their deposit insurance coverage. Customers should continue to use their existing branches until they receive notice from Enterprise Bank that it has completed systems changes to allow other Enterprise Bank branches to process their accounts as well. As of September 30, 2009, Valley Capital Bank had total assets of approximately $40.3 million and total deposits of approximately $41.3 million. Enterprise Bank paid the FDIC a 2 percent premium for the right to assume all of the deposits of Valley Capital Bank. In addition to assuming all of the deposits of the failed bank, Enterprise Bank agreed to purchase essentially all of the failed bank's assets. The FDIC and Enterprise Bank entered into a loss-share transaction on approximately $29.8 million of Valley Capital Bank's assets. Enterprise Bank will share in the losses on the asset pools covered under the loss-share agreement. The loss-sharing transaction is projected to maximize returns on the assets covered by keeping them in the private sector. The transaction also is expected to minimize disruptions for loan customers. For more information on loss share, please visit: http://www.fdic.gov/bank/individual/failed/lossshare/index.html Customers who have questions about the transaction can call the FDIC toll-free at 1-800-405-8357. Interested parties can also visit the FDIC's Web site at http://www.fdic.gov/bank/individual/failed/valleycapital.html The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $7.4 million. Enterprise Bank's acquisition of all the deposits was the "least costly" resolution for the DIF compared to all alternatives. Valley Capital Bank is the 132nd FDIC-insured institution to fail in the nation this year, and the forth in Arizona. The last FDIC-insured institution closed in the state was Bank USA, National Association, Phoenix, on October 30, 2009. VANGENT INC: Moody's Downgrades Corporate Family Rating to 'B3' --------------------------------------------------------------- Moody's Investors Service has downgraded the corporate family and probability of default ratings of Vangent, Inc., to B3 from B2 and maintained the negative outlook. The speculative grade liquidity rating of SGL-3 has been affirmed. The rating downgrade reflects Vangent's underperformance versus Moody's expectation when the B2 rating was originally assigned, and Moody's view that slim interest coverage and unprofitability over the ratings horizon will likely continue. Since Vangent's February 2007 inception, net losses, excluding goodwill write downs, have totaled about $20 million due to several factors including costs to become a stand alone entity following divestment from Pearson plc, other non-recurring items, and impact of a weak economy on the Human Capital and International business segments. For the last twelve months ended September 2009 Vangent generated an EBIT to interest measure of 0.8 times (Moody's adjusted basis). The B3 rating contemplates the possibility that as 2010 U.S. Census work ramps up and the company stabilizes its unprofitable IMSS (Mexico) contract arrangement, near term earnings could temporarily improve. The foregoing possibility remains vulnerable to high unemployment levels that could further reduce processing needs of commercial, human resource departments, partially offsetting incremental U.S. Census related revenue gains. However in Moody's opinion, beyond 2010 as U.S. Census work ebbs, a substantial risk exists that the company's performance will return to recent, unprofitable levels. The B3 also balances risk of increasing competition for federal processing work due to tight cost focus and presence of large, well capitalized players, against potential that Vangent's existing federal health data processing position may benefit as healthcare reform initiatives unfold. The SGL-3 rating reflects Moody's expectation that although covenant headroom may stay tight, improved performance in 2010 should help Vangent avoid a near-term covenant breach. The liquidity profile is helped by modest next-twelve-month cash needs: good working capital management has been maintained, capital spending needs are limited and low near debt maturities exist. As of September 2009, full availability existed under the February 2012, $50 million revolving credit line and the company held $32 million of cash. The negative outlook reflects potential for sustained weak interest coverage metrics and unprofitability, particularly beyond 2010. As well, the liquidity profile could weaken as Vangent's net leverage financial ratio test level steps down through 2011. The ratings are: Downgrades: Issuer: Vangent, Inc. -- Probability of Default Rating, Downgraded to B3 from B2 -- Corporate Family Rating, Downgraded to B3 from B2 -- Senior Subordinated Regular Bond/Debenture, Downgraded to Caa2, LGD5, 83% from Caa1, LGD5, 79% -- Senior Secured Bank Credit Facility, Downgraded to B1, LGD2, 25% from Ba3, LGD2, 23% Vangent, Inc., with corporate headquarters in Arlington, Virginia, is a provider of information management and business process outsourcing services. Revenues for the last twelve months ended September 30, 2009, were $585 million. VERANDA PARK: Inability to Form Plan Prompts Chapter 7 ------------------------------------------------------ A federal judge converted the case of Veranda Park Commercial Property Owners Association Inc to Chapter 7 liquidation because it was unable to present a viable plan, Orlando Business Journal's Anjali Fluker citing papers filed with the court. A Chapter 7 trustee has yet to be named. Based in Orlando, Florida, Veranda Park Commercial Property Owners Association, Inc., filed for Chapter 11 protection on July 20, 2009 (Bankr. M.D. Fla. Case No. 09-10338). Norman L. Hull, Esq., represents the Debtor. In its petition, the Debtor listed assets of between $1 million and $10 million, and debts of between $100,000 and $500,000. VISTEON CORP: Court Approves Accommodation Agreement With Ford -------------------------------------------------------------- Daily Bankruptcy Review reports the U.S. Bankruptcy Court for the District of Delaware cleared the way for Ford Motor Co. to pay Visteon Corp. $8 million in exchange for allowing the auto maker to buy certain components from other suppliers. On November 25, 2009, Visteon sought permission from the Bankruptcy Court to enter into a customer accommodation agreement and related access and security agreement with Ford Motor Company and Automotive Component Holdings, LLC. Pursuant to the Accommodation Agreement, the Customers will agree to, among other things: -- pay cash exit fee payments to the Company in the aggregate amount of $8,000,000; -- purchase certain designated equipment and tooling exclusively used to manufacture the Customers' component parts; -- purchase raw materials and finished goods specifically related to re-sourced Ford and ACH component part production; -- pay the costs to transition certain lines of business from the Company's Lansdale, Pennsylvania (North Penn) facility to the Company's affiliate, Cadiz Electronica S.A.; -- retain the majority of Ford business at the Company's Monterrey, Mexico (Carplastic) facility; -- reimburse the Company for costs associated with the wind- down of certain lines of Ford and ACH component part production, including fixed overhead costs and certain employee-related costs; -- limit their ability to set off against accounts payable owing to the Company; and -- provide a limited release of certain commercial claims against the Company that may arise from the payments or other accommodations set forth in the Accommodation Agreement. Visteon said in a regulatory filing it will commit to continue to produce and deliver component parts to the Customers during the term of the Accommodation Agreement, as well as provide assistance to the Customers in resourcing certain lines of production to other suppliers. As part of this resourcing assistance, Visteon will provide the Customers with certain intellectual property licenses and sublicenses related to re-sourced Ford and ACH production lines. The Company will agree to build an inventory bank for the Customers, provided that the Customers will pay for such parts in accordance with the terms of the applicable purchase orders and will cover the Company's incremental costs incurred in building the inventory banks. The Company will also grant the Customers an option to purchase certain machinery and equipment used exclusively used to manufacture Ford and ACH component parts. The Company will also provide the Customers with an access right to the Company's facilities, subject to the Accommodation Agreement, if the Company fails to maintain continuity of supply. The Company will provide a limited release of the Customers, subject to certain exceptions, of all claims and causes of actions related to specific purchase orders or other agreements specifically governing the component parts subject to the Accommodation Agreement. About Ford Motor Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles across six continents. With about 200,000 employees and about 90 plants worldwide, the company's automotive brands include Ford, Lincoln, Mercury and Volvo. The company provides financial services through Ford Motor Credit Company. At September 30, 2009, the Company had $203.106 billion in total assets against $210.376 billion in total liabilities. On March 4, 2009, Ford deferred future interest payments on its 6.50% Junior Subordinated Convertible Debentures due January 15, 2032, beginning with the April 15, 2009 quarterly interest payment. * * * As reported by the Troubled Company Reporter on November 4, 2009, Moody's Investors Service upgraded the senior unsecured rating of Ford Motor Credit Company LLC to B3 from Caa1. This follows Moody's upgrade of Ford Motor Company's corporate family rating to B3 from Caa1, with a stable outlook. Ford Credit's long-term ratings remain on review for further possible upgrade. On Nov. 3, 2009, S&P raised the corporate credit ratings on Ford Motor Co. and Ford Motor Credit Co. LLC to 'B-' from 'CCC+'. Ford Motor Co. carries a long-term issuer default rating of 'CCC', with a positive outlook, from Fitch Ratings. About Visteon Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VISTEON CORP: CQS Directional Added to Creditors Committee ---------------------------------------------------------- Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, notified the Bankruptcy Court on November 30, 2009, that CQS Directional Opportunities Master Fund Ltd., has been added as member to the Official Committee of Unsecured Creditors in the bankruptcy cases of Visteon Corporation and its debtor affiliates. The current members of the Creditors Committee are: (1) Pension Benefit Guaranty Corporation Attn: Adi Berger 1200 K Street, N.W., Washington, D.C. 20005-4026 Tel: 202-326-4070 Fax: 202-842-2643 (2) Law Debenture Trust Company of New York Attn: James D. Heaney 400 Madison Avenue, New York NY 10017 Tel: 212-750-6474 Fax: 212-750-1361 (3) Freescale Semiconductor Attn: Randy Hyzak 6501 William Cannon Drive West, Austin, TX 78735 Tel: 512-895-7517 Fax: 512-895-3982 (4) Central States Southeast and Southwest Areas Pension Fund Attn: Timothy Reuter 9377 W. Higgins Rd., 10th Floor Rosemont, IL 60018 Tel: 847-518-9800 Fax: 847-518-9797 (5) Siemens Product Lifecycle Management Software, Inc. Attn: Thomas Eberle 2000 Eastman Drive, Milford OH 45150 Tel: 513-576-5952 Fax: 513-576-5696 (6) Nissan Trading Corp, USA. Attn: Mr Kenichi Takatsuki, 1974 Midway Lane Smyrna, TN 37167 Tel: 615-220-7100 Fax: 615-220-8878 (7) CSQS Directional Opportunities Master Fund Ltd. Attn: Mark Unferth 152 W. 57th St. 41st Floor, New York NY 10019 Tel: 917-206-4007 Fax: 917-206-4099 About Visteon Corp Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VISTEON CORP: Enters Into Wilmington Trust DIP Facility ------------------------------------------------------- Visteon Corporation informed the U.S. Securities and Exchange Commission that it has finally entered into a $150 million Senior Secured Superpriority Priming DIP Credit and Guaranty Agreement, with certain of its subsidiaries, a syndicate of lenders, and Wilmington Trust FSB, as administrative agent, on November 18, 2009. Visteon's domestic debtor subsidiaries are guarantors under the DIP Credit Agreement. Borrowings under the DIP Credit Agreement are secured by, among other things, a first priority perfected security interest in assets that constitute first priority collateral under pre-petition secured term loans, as well as a second priority perfected security interest in assets that constitute first priority collateral under pre-petition secured asset-based revolving loans. As previously reported, the U.S. Bankruptcy Court for the District of Delaware granted Visteon permission to obtain up to $150 million postpetition financing from Wilmington Trust and certain lenders, on a final basis, on November 12, 2009. Subsequently, Visteon borrowed $75 million under the DIP Credit Agreement on November 18, 2009, Visteon Corp Vice President Michael K. Sharnas relates. The Company may borrow the remaining $75 million in one additional advance prior to maturity, subject to certain conditions, including a condition that the Company will not have filed a plan of reorganization that does not provide for full payment of the obligations under the DIP Credit Agreement in cash by the effective date of that plan. Borrowings under the DIP Credit Agreement are to be used to finance working capital, capital expenditures and other general corporate purposes in accordance with an approved budget. The DIP Credit Agreement matures and expires on the earliest of: (i) May 18, 2010; provided, that the Company may extend it an additional three months; (ii) the effective date of the Company's plan of reorganization; or (iii) the date a sale or sales of all or substantially all of the Company's and guarantors' assets is or are consummated under Section 363 of the Bankruptcy Code. Borrowings under the DIP Credit Agreement are issued at a 3.00% discount and bear interest at variable rates equal to (i) 6.50% or 8.50% in the event a default, plus (ii) a Eurodollar rate, subject to a floor of 3.00% per annum. Visteon will also pay a fee of 1.00% per annum on the unused portion of the $150 million available, payable monthly in arrears. The DIP Credit Agreement contains, among other things, conditions precedent, covenants, representations and warranties and events of default customary for facilities of this type, Mr. Sharnas adds. Those covenants include the requirement to provide certain financial reports, use the proceeds of certain sales of collateral to prepay outstanding loans, certain restrictions on the incurrence of indebtedness, guarantees, liens, acquisitions and other investments, mergers, consolidations, liquidations and dissolutions, sales of assets, dividends and other repayments in respect of capital stock, capital expenditures, transactions with affiliates, hedging arrangements, negative pledge clauses, payment of expenses and disbursements other than those reflected in an agreed upon budget, subsidiary distributions and the activities of certain holding company subsidiaries, subject to certain exceptions. Under certain conditions, the lending commitments under the DIP Credit Agreement may be terminated by the lenders and amounts outstanding under the DIP Credit Agreement may be accelerated, subject to notice and cure periods in certain cases. Those events of default include, but are no limited to, failure to pay any principal, interest or fees when due, failure to comply with covenants, breach of representations or warranties in any material respect, failure to comply with the agreed upon budget, within agreed variances, certain changes in the Company's bankruptcy case or new or existing orders of the bankruptcy court, or the US dollar equivalent market value of the Company's ownership interest in Halla Climate Control Corporation closing on the KOSPI below $300 million for three consecutive trading days. The lenders participating in the DIP Credit Agreement, or their affiliates, also participate in the Company's $1.5 billion term loan, which Wilmington Trust FSB also acts as administrative agent, Mr. Sharnas reveals. About Visteon Corp Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VISTEON CORP: Gets Green Light to Cancel Retiree Benefits --------------------------------------------------------- Daily Bankruptcy Review reports Visteon Corp. on Thursday won court permission to cancel its retiree health care and life insurance obligations, a move the company said is critical to its survival. Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VISTEON CORP: Proposes to Enter Into Accommodation Pact With Ford ----------------------------------------------------------------- Visteon Corp. and its units obtained the Court's authority to enter into a customer accommodation agreement with Ford Motor Company and an affiliate of Ford, Automotive Component Holdings, LLC. The Ford Accommodation Agreement provides for the resourcing and transition of certain of customers' lines of business; the sale of inventory, equipment, and tooling related to those lines of business; and other related benefits, as well as a related access and security agreement. Representing the Debtors, Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, tells the Court that the Debtors have diligently evaluated restructuring and cost-cutting measures designed to maximize their going concern value and right-size their operational footprint. To that end, Ms. Jones notes, the Debtors have determined that the closure of certain of their North American facilities, including their Springfield, Ohio and North Penn Lansdale, Pennsylvania facilities, would further their long-term strategic business plan and result in significant cost savings. The Springfield, Ohio and North Penn facilities manufacture electronic components for Ford. In connection with the exit of the Springfield and North Penn Landsdale Facilities and the resourcing of certain Ford lighting component part production at Visteon's Carplastic Monterrey, Mexico facility, the Debtors seek Court approval of the Accommodation Agreement with Ford. The parties' Accommodation Agreement provides for: (a) cash exit fee payments to the Debtors, aggregating $8,000,000; (b) a cash payment for the purchase of certain designated equipment and tooling exclusively used to manufacture the Customers' component parts equal to the higher of the orderly liquidation value or the net book value of those equipment and tooling; or, for equipment and tooling purchased more than three years ago, the orderly liquidation value of those equipment and tooling; (c) payment at 100% of Visteon's actual and documented costs for raw materials and 100% of the purchase order price for finished goods specifically related to resourced Ford and ACH component part production; (d) payment of the costs to transition of certain lines of business from the Debtors' North Penn facility to Visteon's non-debtor affiliate Cadiz Electronica S.A.; (e) retention of the majority of Ford business at the Carplastic Monterrey, Mexico facility; (f) reimbursement to the Debtors of costs associated with the wind-down of certain lines of Ford and ACH component part production, including fixed overhead costs and certain employee-related costs; (g) limitations on the Customers' ability to set off against accounts payable owing to Visteon; and (h) a limited release by the Customers of certain commercial claims against Visteon that may arise from the payments or other accommodations set forth in the Accommodation Agreement. In exchange for these benefits, the Debtors have committed to continue to produce and deliver component parts to the Customers during the term of the Accommodation Agreement, as well as provide assistance to the Customers in resourcing certain lines of production that are no longer part of the Debtors' business plan to other suppliers. As part of the resourcing assistance, the Debtors: -- will provide the Customers with certain intellectual property licenses and sublicenses related to re-sourced Ford and ACH production lines; -- have agreed to build an inventory bank for the Customers, provided that the Customers will pay for those parts in the applicable purchase orders and will cover the Debtors' incremental accordance with the terms of costs incurred in building the inventory banks; and -- grant the Customers an option of purchasing certain machinery and equipment used exclusively used to manufacture Ford and ACH component parts. This option gives the Customers immediate access to equipment and machinery that is necessary for the continued production of Ford vehicles, without the additional time and costs that would be associated with new manufacture or third part purchase of those machinery and equipment, Ms. Jones notes. As is customary, the Customers and the Debtors have contemporaneously entered into the Access and Security Agreement to provide the Customers with an access right to the Debtors' facilities subject to the Accommodation Agreement if the Debtors fail to maintain continuity of supply. The Debtors are also providing a limited release, subject to certain exceptions, of all claims and cause of actions related to specific purchase orders or other agreements specifically governing the component parts subject to the Accommodation Agreement. "Entry into the Accommodation Agreement allows the Debtors to exit the Springfield, Ohio and North Penn facilities in the most efficient manner possible, provides additional liquidity above the applicable purchase order prices, and allows the Debtors to retain the majority of production currently sourced to the North Penn and Carplastic facilities," Ms. Jones asserts. Ms. Jones adds that because the North Penn and Springfield, Ohio facilities are set to be closed by early 2010, it is important that Visteon not forgo the opportunity to obtain financial accommodation associated with the facilities by delaying entry into the Accommodation Agreement. Ms. Jones relates that while the Accommodation Agreement is limited to production at the Debtors' Springfield, Ohio, North Penn, and Carplastic facilities, it is an important step in the right direction to both right-size the Debtors' operational footprint and restructure the Debtors' business relationship with Ford. In a separate filing, the Debtors seek the Court's permission to file the Accommodation Agreement and the Access and Security Agreement under seal. The Debtors assert that the Agreements contain specific information regarding the discontinuance of certain component parts production that if revealed to their suppliers and competitors, may give those suppliers or competitors an advantage in negotiating terms with Ford Motor Company, Automotive Holdings LLC, or the Debtors. Moreover, the Debtors also seek to keep confidential the claims and causes of action exempted from the limited release provisions of the Accommodation Agreement that may be pursued by or against them. In support of the Debtors' request, William G. Quigley, III, chief financial officer and executive vice president of Visteon Corporation, asserts that the Accommodation Agreement presents an optimal solution for the Debtors to wind-down certain unprofitable operations as well as access to additional liquidity without the incurrence of new debt. Revised Proposed Order The Debtors' counsel inform the Court pursuant to a certification that the Debtors have received informal responses from an ad hoc group of senior secured term loan lenders, Automotive Components Holdings, LLC, and SAP America, Inc. In order to resolve the informal responses, the Debtors have agreed to modify the proposed form of order and amend the Access and Security Agreement. The Revised Proposed Order provides that no SAP America intellectual property licensed under that certain SAP America, Inc. R/3 Software End-User License Agreement between SAP and the Debtors will be assigned, sublicensed, or transferred to any third-party. Moreover, the Debtors will not disclose, provide access to or make available any of the SAP intellectual property to any third-party. In a separate filing, the Debtors certified to the Court that no objections were filed as to their request to file under seal the Accommodation Agreement and the Access and Security Agreement. Judge Sontchi signed the Revised Proposed Order submitted by the Debtors, and granted the Debtors' request. About Visteon Corp Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VISTEON CORP: Proposes to Enter Into Accommodation Pact With Honda ------------------------------------------------------------------ Visteon Corp. and its units seek the Court's authority to enter into a customer accommodation agreement with Honda of America Mfg., Inc. The Honda Accommodation Agreement provides for the resourcing and transition of certain lines of Honda business; the sale of inventory, equipment, and tooling related to those lines of business; and other related benefits, as well as access and security agreement, according to the Debtors. The Debtors relate that their strategic business plan provides for the sale or possible closure of their Highland Park, Michigan facility. The Highland Park facility is the site of Visteon's production of Honda component parts. Because production of Honda component parts comprises only a small percentage of overall production at the Facility, Honda has agreed to re-source the component parts produced by Visteon to allow Visteon flexibility to perform under the terms of an accommodation agreement with Chrysler. To provide an efficient and cost-effective method for Honda to re-source production at the Facility and thereby help the contemplated sale or possible closure, Visteon executed an Accommodation Agreement with Honda. The Visteon-Honda Accommodation Agreement obligates Honda to provide: (a) within 10 business days after the date of the Court's entry of an order approving the Accommodation Agreement, a payment to Visteon of approximately $3,700,000, which amount reflects Honda's payment -- on a fully-accelerated basis -- of all reconciled amounts owed to Visteon in respect of deliveries prior to the Effective Date of Honda component parts produced at the Facility; (b) payment to Visteon of all accounts payable arising from deliveries of Component Parts to Honda after the Effective Date on accelerated net-15 day payment terms until the Termination Date; (c) certain limitations on Honda's ability to set off against accounts payable owing to Visteon; (d) payment to Visteon for all inventory specifically related to the production of re-sourced Component Pars at 100% of Visteon's actual and documented costs for raw materials and 100% of the purchase order price for finished goods; (e) a $155,000 surcharge payment to Visteon within five business days after the Effective Date of the Accommodation Agreement; (f) a $751,000 payment to Visteon with respect of costs associated with the wind-down of Component Part production at the Facility; (g) a $2,000,000 payment to Visteon for the purchase of certain designated equipment dedicated exclusively to the manufacture of Component Parts; and (h) the release of certain claims against Visteon. In exchange for these benefits, Visteon will continue to produce and deliver Component Parts to Honda during the term of the Accommodation Agreement, as well as provide assistance to Honda in re-sourcing the production of Component Parts to other suppliers. As part of this re-sourcing assistance, Visteon will provide Honda with certain intellectual property licenses and sublicenses related to the re-sourced Honda production lines. In addition, Visteon has agreed, upon Honda's request, to assume and assign to Honda or its designee any contracts that Visteon has with raw material and subcomponent providers or other suppliers for the supply of materials necessary for the production of the Component Parts to the extent that those contracts are assignable and provided that Honda or its designee pays any and all cure costs related to that assumption and assignment. The Debtors inform the Court that because Honda operates on a "just-in-time" delivery method, it cannot easily or quickly re- source production to another supplier. The Debtors relate that if Honda does not obtain component parts from them during the term of the Accommodation Agreement, it could run out of inventory, negatively affecting production lines that utilize their parts. Thus, the Debtors aver that the Accommodation Agreement prevents potential disruption to Honda's operations by providing for continuity of supply during the term of the Agreement. As is customary, Honda and Visteon have contemporaneously entered into an access and security agreement to provide Honda with an access right to the Facility if Visteon fails to maintain continuity of supply. In a separate filing, the Debtors seek the Court's authority to file under seal the Accommodation Agreement. The Debtors aver that the Accommodation Agreement contains certain equipment pricing information that if revealed to their competitors, may give those competitors an advantage in negotiating terms with Honda. Subsequently, the Debtors certified to the Court that no objection was filed as to their request to file under seal the Accommodation Agreement. Debtors File Modified Proposed Order The Debtors further informed the Court that they have received informal responses from the DIP Lenders. Thus, in order to address the informal responses, the Debtors have agreed to modify the proposed form of order and amend the Accommodation Agreement. The Modified Proposed Order provides that no SAP America, Inc., intellectual property licensed under that a certain SAP America R/3 Software End-User License Agreement between SAP and Visteon will be assigned, sublicensed, or transferred to any third-party. The Accommodation Agreement is also amended to reflect that if, subsequent to the execution of the Agreement, the supplier intends to grant additional security interests or liens in the operating assets to any additional parties, that supplier must deliver to the customer an acknowledgement from those secured creditors, mortgagees, or lessees in a form to be agreed upon by the parties. About Visteon Corp Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VISTEON CORP: To File Reorganization Plan by Dec. 17 ---------------------------------------------------- Visteon Corp. will file a reorganization plan by Dec. 17 calling for the "great majority" of the stock to be given to the term-loan lenders, a company lawyer said in bankruptcy court at a hearing December 10, according to a report by Bill Rochelle at Bloomberg News. The Company, the report relates, was authorized at the hearing to save $31 million a year by halting health-care and life-insurance benefits for retirees. About Visteon Corp Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VP PHASE IV: Federal Judge Dismisses Reorganization Case -------------------------------------------------------- Orlando Business Journal's Anjali Fluker reports that a federal judge dismissed the reorganization case of VP Phase IV Ltd., which owns the 55-unit offices at Veranda Park office condo building, paving way for Fifth Third Bank to foreclose on the property. Orlando, Florida-based VP Phase IV Ltd filed for Chapter 11 bankruptcy protection on May 6, 2009 (Bankr. M.D. Fla. Case No. 09-06253). The Company listed $10 million to $50 million in assets and $10 million to $50 million in debts. WABASH NATIONAL: Files Prospectus for Resale of 24,762,636 Shares ----------------------------------------------------------------- Wabash National Corp. on December 9, 2009, filed another prospectus with the Securities and Exchange Commission relating to the offer and sale from time to time of up to 24,762,636 shares of the Company's common stock by Trailer Investments, LLC, as selling stockholder, or its donees, pledgees, transferees or other successors-in-interests. The shares of common stock being sold are originally issuable upon the exercise of a warrant held by the selling stockholder, or its donees, pledgees, transferees or other successors-in-interests. Wabash National will not receive any of the proceeds from the sale of these shares, but will incur expenses in connection with the offering. The shares are being registered to permit the sale of the shares from time to time, in amounts, at prices and on terms determined at the time of offering. The shares may be sold through ordinary brokerage transactions, directly to market makers of the shares or through any other means. Wabash National's common stock trades on the New York Stock Exchange under the symbol "WNC." On December 8, 2009, the last reported sales price of the common stock on the New York Stock Exchange was $1.49 per share. A full-text copy of the prospectus is available at no charge at http://ResearchArchives.com/t/s?4b92 As reported by the Troubled Company Reporter, Wabash on July 17, 2009, entered into a Third Amended and Restated Loan and Security Agreement, which was effective August 3, 2009, with Bank of America, N.A., as a lender and as agent and the other lender parties. The Credit Agreement has a maturity date of August 3, 2012. The Amended Facility has a capacity of $100 million, subject to a borrowing base, and borrowings outstanding totaled $25.5 million at August 3, 2009. The lenders waived certain events of default that had occurred under the previous credit facility and waived the right to receive default interest during the time the events of default had continued. At September 30, 2009, the Company's consolidated balance sheets showed $240.5 million in total assets, $176.7 million in total liabilities, $19.4 million in preferred stock, and $44.4 million in shareholders' equity. The Company reported current assets of $88.4 million and current liabilities of $138.0 million at September 30, 2009, resulting in a working capital deficit of $49.6 million. About Wabash National Headquartered in Lafayette, Indiana, Wabash National Corporation is one of the leading manufacturers of semi-trailers in North America. Established in 1985, the company specializes in the design and production of dry freight vans, refrigerated vans, flatbed trailers, drop deck trailers, dump trailers, truck bodies and intermodal equipment. Its innovative core products are sold under the DuraPlate(R), ArcticLite(R), FreightPro(TM) Eagle(R) and Benson(TM) brand names. The company operates two wholly owned subsidiaries; Transcraft (R) Corporation, a manufacturer of flatbed, drop deck, dump trailers and truck bodies; and Wabash National Trailer Centers, trailer service centers and retail distributors of new and used trailers and aftermarket parts throughout the U.S. WHEELER CADILLAC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Wheeler Cadillac-Pontiac, Inc. aka Wheeler Cadillac-Pontiac Mitsubishi 1000 Eisenhower Boulevard Johnstown, PA 15904 Bankruptcy Case No.: 09-71450 Chapter 11 Petition Date: December 10, 2009 Court: United States Bankruptcy Court Western District of Pennsylvania (Johnstown) Judge: Bernard Markovitz Debtor's Counsel: David J. Novak, Esq. Spence Custer Saylor Wolfe & Rose 400 U.S. Bank Building P.O. Box 280 Johnstown, PA 15907 Tel: (814) 536-0735 Email: dnovak@spencecuster.com James R. Walsh, Esq. Spence Custer Saylor Wolfe & Rose 400 U.S. Bank Building P.O. Box 280 Johnstown, PA 15907 Tel: (814) 536-0735 Fax: (814) 539-1423 Email: jwalsh@spencecuster.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/pawb09-71450.pdf The petition was signed by James M. Messler, president of the Company. WOODCREST CLUB INC: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: The Woodcrest Club, Inc. 225 Eastwoods Road Syosset, NY 11791 Case No.: 09-79481 Type of Business: The Debtor operates storage units. Chapter 11 Petition Date: December 10, 2009 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Dorothy Eisenberg Debtor's Counsel: Gerard R. Luckman, Esq. SilvermanAcampora LLP 100 Jericho Quadrangle, Ste 300 Jericho, NY 11753 Tel: (516) 479-6300 Email: efilings@spallp.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. * 2009's Bank Closings Rise to 133 as 3 Banks Shut Friday --------------------------------------------------------- Regulators closed six banks December 11 -- SolutionsBank, Overland Park, KS; Republic Federal Bank, N.A., Miami, FL; and Valley Capital Bank, N.A., Mesa, AZ -- raising the total closings for this year to 133. The Federal Deposit Insurance Corporation was appointed receiver for the bank. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Central Bank, Stillwater, Minnesota, to assume all of the deposits of Commerce Bank of Southwest Florida. The closings will cost an additional $23.6 million to the already depleted insurance fund of the FDIC. In accordance with Federal law, allowed claims against failed financial institutions will be paid, after administrative expenses, in this order of priority: 1. Depositors 2. General Unsecured Creditors 3. Subordinated Debt 4. Stockholders 552 Banks on Problem List The Federal Deposit Insurance Corp. said in its Quarterly Banking Profile released November 24 that the number of insured institutions on the agency's "Problem List" rose from 416 to 552 during the quarter, and total assets of "problem" institutions increased from $299.8 billion to $345.9 billion. Both the number and assets of "problem" institutions are now at the highest level since the end of 1993. Total assets of the nation's 8,099 FDIC-insured commercial banks and savings institutions decreased by $54.3 billion (0.4%) during the third quarter of 2009. Total deposits increased by $79.8 billion (0.9%) during the quarter, primarily due to activity in foreign offices, which was up $81.9 billion (5.6%). FDIC's deposit insurance fund (DIF) decreased by $18.6 billion during the third quarter to a negative $8.2 billion primarily because of $21.7 billion in additional provisions for bank failures. Also, unrealized losses on available-for-sale securities, combined with operating expenses, reduced the fund by $1.1 billion. Accrued assessment income added $3.0 billion to the fund during the quarter, and interest earned, combined with realized gains from sale of securities and surcharges from the Temporary Liquidity Guarantee Program, added $1.2 billion. Fifty insured institutions with combined assets of $68.8 billion failed during the third quarter of 2009, the largest number since the second quarter of 1990 when 65 insured institutions failed. Ninety-five insured institutions with combined assets of $104.7 billion failed during the first three quarters of 2009, at a currently estimated cost to the DIF of $25.0 billion. As of November 20, the list has risen to 124. The DIF's reserve ratio was negative 0.16% on September 30, 2009, down from 0.22% on June 30, 2009, and 0.76% one year ago. The September 30, 2009, reserve ratio is the lowest reserve ratio for a combined bank and thrift insurance fund since June 30, 1992, when the ratio was negative 0.20%. On November 12, 2009, the FDIC adopted a final rule amending the assessment regulations to require insured depository institutions to prepay their quarterly risk-based assessments for the fourth quarter of 2009 and for all of 2010, 2011, and 2012 on December 30, 2009, along with each institution's risk-based assessment for the third quarter of 2009. The FDIC is asking banks to prepay three years of premiums on Dec. 30 to raise $45 billion for the fund. "Today's report shows that while bank and thrift earnings have improved, the effects of the recession continue to be reflected in their financial performance," FDIC Chairman Sheila Bair said in a November 24 statement. "Problem" institutions are those institutions with financial, operational, or managerial weaknesses that threaten their continued financial viability. They are rated by the FDIC or Office of the Thrift Supervision as either a "4" or "5", based on a scale of 1 to 5 in ascending order of supervisory concern. The Problem List is not divulged to the public. No advance notice is given to the public when a financial institution is closed. Problem Institutions Failed Institutions -------------------- ------------------- Year Number Assets (Mil) Number Assets (Mil) ---- ------ ------------ ------ ------------ Q3'09 552 $345,900 50 $68,800 Q2'09 416 $299,800 24 $26,400 Q1'09 305 $220,047 21 $9,498 2008 252 $159,405 25 $371,945 2007 76 $22,189 3 $2,615 2006 50 $8,265 0 $0 2005 52 $6,607 0 $0 2004 80 $28,250 4 $170 A copy of the FDIC's Quarterly Banking Profile for the quarter ended Sept. 30, 2009, is available for free at: http://bankrupt.com/misc/FDIC_QBP_Q3_09.pdf 2009 Failed Banks List The FDIC was appointed as receiver for the closed banks. To protect the depositors, the FDIC entered into a purchase and assumption agreement with various banks that agreed to assume the deposits of most of the closed banks. The FDIC also entered into loss-share transactions on assets bought by the banks. Loss-Share Transaction Party FDIC Cost Assets of Bank That Assumed to Insurance Closed Bank Deposits & Bought Fund Closed Bank (millions) Certain Assets (millions) ----------- ---------- -------------- ----------- SolutionsBank $511.1 Arvest Bank $122.1 Republic Federal $433.0 1st United Bank $122.6 Valley Capital Bank $40.3 Enterprise Bank & Trust $7.4 Greater Atlantic Bank $203.0 Sonabank, McLean, Va. $35.0 Benchmark Bank $170.0 MB Financial Bank $64.0 AmTrust Bank, Clev. $12,000.0 New York Community $2,000.0 The Tattnall Bank $49.6 HeritageBank of South $13.9 First Security Nat'l $128.0 State Bank and Trust $30.1 The Buckhead Community $874.0 State Bank and Trust $241.4 Commerce Bank $79.7 CB, Stillwater $23.6 Pacific Coast Nat'l $134.4 Sunwest Bank $27.4 Orion Bank, Naples $2,700.0 IBERIABANK $615.0 Century Bank $728.0 IBERIABANK $344.0 United Security $157.0 Ameris Bank $58.0 Gateway Bank $27.7 Central Bank, Kansas $9.2 Prosperan Bank $199.5 Alerus Financial $60.1 United Commercial $11,200.0 East West Bank $1,400.0 Home Federal Savings $14.9 Liberty Bank $12.8 Bank USA, N.A. \ Calif. National | San Diego Nat'l | Pacific National | Park National | $19,400.0 U.S. Bank, NA $2,500.0 Comm. Bank Lemont | North Houston | Madisonville State | Citizens National / First DuPage Bank $279.0 First Midwest Bank $59.0 Partners Bank $65.5 Stonegate Bank $28.6 American United Bank $111.0 Ameris Bank $44.0 Bank of Elmwood $327.4 Tri City Nat'l $101.4 Flagship Nat'l Bank $190.0 First Federal $59.0 Riverview Community $108.0 Central Bank, Stillwater $20.0 Hillcrest Bank Florida $83.0 Stonegate Bank $45.0 San Joaquin Bank $775.0 Citizens Business $103.0 Warren Bank, Warren $538.0 Huntington Nat'l $275.0 Southern Colorado $31.9 Legacy Bank, Wiley $6.6 Jennings State Bank $56.3 Central Bank, Stillwater $11.7 Georgian Bank $2,000.0 First Citizens B&T $892.0 Irwin Union FSB $493.0 First Financial Bank } $850.0 Irwin Union B&T $2,700.0 First Financial Bank } Brickwell Community $72.0 CorTrust Bank $22.0 Corus Bank, NA $7,000.0 MB Fin'l $1,700.0 Venture Bank $970.0 First-Citizens $298.0 First State Bank $105.0 Sunwest Bank $47.0 Vantus Bank $458.0 Great Southern $168.0 First Bank, Kansas $16.0 Great American $6.0 Platinum Community $345.6 -- None -- $114.3 InBank $212.0 MB Financial $66.0 Mainstreet Bank $459.0 Central Bank $95.0 Affinity Bank $1,000.0 Pacific Western $254.0 Bradford Bank $452.0 M&T Buffalo $97.0 First Coweta Bank $167.0 United Bank $48.0 Guaranty Bank $13,000.0 BBVA Compass $3,000.0 CapitalSouth Bank $617.0 IBERIABANK $151.0 ebank, Atlanta, GA $143.0 Stearns Bank $163.0 Colonial Bank $25,000.0 BB&T $2,800.0 Union Bank, N.A. $124.0 MidFirst $61.0 Community Bank Nev $1,520.0 FDIC-Created $781.5 Community Bank Ariz $158.5 MidFirst Bank $25.5 Dwelling House $13.4 PNC Bank, N.A. $6.8 First State Bank $463.0 Stearns Bank, N.A. $116.0 Community National $97.0 Stearns Bank, N.A. $24.0 Community First $209.0 Home Federal $45.0 Integrity Bank $119.0 Stonegate Bank, $46.0 Mutual Bank $1,600.0 United Central $696.0 First BankAmericano $166.0 Crown Bank $15.0 First State, Altus $103.4 Herring Bank, Amarillo $25.2 Peoples Community $705.8 First Financial Bank $129.5 Waterford Village $61.4 Evans Bank, N.A. $5.6 SB - Gwinnett \ State Bank & Trust \ SB - North Fulton | State Bank & Trust | SB - Jones County | $2,800.0 State Bank & Trust | $807.0 SB - Houston County | State Bank & Trust | SB - North Metro | State Bank & Trust | SB - Bibb County / State Bank & Trust / Temecula Valley $1,500.0 First-Citizen $391.0 Vineyard Bank $1,900.0 Calif. Bank $579.0 BankFIrst, Sioux $275.0 Alerus Financial $91.0 First Piedmont $115.0 First American $29.0 Bank of Wyoming $70.0 Central Bank $27.0 John Warner Bank $70.0 State Bank $10.0 1st State Winchest. $36.0 First Nat'l $6.0 Rock River Bank $77.0 Harvard State $27.6 Elizabeth State $55.5 Galena State $11.2 1st Nat'l Danville $166.0 First Financial $24.0 Founders Bank $962.5 PrivateBank $188.5 Millennium State $118.0 State Bank of Tex $47.0 Mirae Bank $456.0 Wilshire State Bank $50.0 Metro Pacific Bank $80.0 Sunwest Bank, Tustin $29.0 Horizon Bank $87.6 Stearns Bank, N.A. $33.5 Neighborhood Comm $221.6 CharterBank, West Point $66.7 Community Bank $199.4 -- None -- $85.0 First National Bank $156.9 Bank of Kansas $32.2 Cooperative Bank $970.0 First Bank, Troy, N.C. $217.0 Southern Community $377.0 United Community $114.0 Bank of Lincolnwood $214.0 Republic Bank, Chicago $83.0 Citizens National $437.0 Morton Community $106.0 Strategic Capital $537.0 Midland States Bank $173.0 BankUnited FSB $12,800.0 WL Ross-Led Investors $4,900.0 Westsound Bank $334.6 Kitsap Bank $108.0 America West $299.4 Cache Valley Bank $119.4 Citizens Community $45.1 N.J. Community Bank $18.1 Silverton Bank $4,100.0 -- None -- $1,300.0 First Bank of Id $488.9 US Bank, Minneapolis $191.2 First Bank of BH $1,500.0 -- None -- $394.0 Heritage Bank $184.6 Level One Bank $71.3 American Southern $112.3 Bank of North Georgia $41.9 Great Basin Bank $270.9 Nevada State Bank $42.0 American Sterling $181.0 Metcalf Bank, Lee $42.0 New Frontier Bank $2,000.0 -- None -- $670.0 Cape Fear Bank $492.0 First Federal, $131.0 Omni National $956.0 -- None -- $290.0 TeamBank, N.A. $669.8 Great Southern Bank $98.0 Colorado National $123.5 Herring Bank, Amarillo $9.0 FirstCity Bank $297.0 -- None -- $100.0 Freedom Bank $173.0 Nat'l Georgia Bank $36.2 Security Savings $238.3 Bank of Nevada, L.V. $59.1 Heritage Community $232.9 MB Financial Bank, N.A. $41.6 Silver Falls $131.4 Citizens Bank $50.0 Pinnacle Bank $73.0 Washington Trust Bank $12.1 Corn Belt Bank $271.8 Carlinville Nat'l Bank $100.0 Riverside Bank $539.0 TIB Bank $201.5 Sherman County $129.8 Heritage Bank $28.0 County Bank $1,700.0 Westamerica Bank $135.0 Alliance Bank $1,140.0 California Bank & Trust $206.0 FirstBank Fin'l $337.0 Regions Bank $111.0 Ocala National $223.5 CenterState Bank $99.6 Suburban Federal $360.0 Bank of Essex $126.0 MagnetBank $292.2 -- None -- $119.4 1st Centennial $803.3 First California Bank $227.0 Bank of Clark $446.5 Umpqua Bank $120.0-145.0 Nat'l Commerce $430.9 Republic Bank of Chi. $97.1 In 2008, 25 banks with total assets of $372 billion failed. IndyMac Bank, FSB, was closed by the Office of Thrift Supervision on July 11, and the FDIC was named conservator. At the time it was closed, IndyMac's assets of $32 billion made it the second largest bank failure in FDIC history. A complete list of banks that failed since 2000 is available at: http://www.fdic.gov/bank/individual/failed/banklist.html * Fitch Expects U.S. Default Rate Falling to 6%-7% Range in 2010 ---------------------------------------------------------------- Fitch Ratings projects that the U.S. high yield default rate will continue to decline in 2010 to a range of 6%-7% by year-end, a marked improvement from 2009's results but still above the long- term average annual rate of 4.7%. The pace of U.S. high yield defaults slowed considerably in the second half of 2009 with both the number of issuers defaulting on their debt obligations and the par value of bonds affected by the defaults falling by half compared with the difficult first six months of the year. After soaring to 9.5% in June, with 103 issuers defaulting on a combined $79.7 billion in bonds, defaults fell to 42 issuers affecting $36.8 billion in bonds from July to November, resulting in a November year-to-date default rate of 13.6% (on $116.5 billion). Fitch believes that with additional defaults in December, the default rate will end 2009 just shy of the lower end of the agency's full year forecast of 15%-18%. "Pressure on corporate credit quality has continued to ease in 2009 with downgrades steadily retreating quarter over quarter," said Mariarosa Verde, Managing Director of Fitch Credit Market Research. "While upgrades are still limited, encouraging economic data and a return to more normal credit market activity has caused spreads to tighten to summer 2008 levels, a reflection of the market's improved risk appetite and confidence." Fitch's data shows that corporate downgrades fell again in October and November, contracting some 35% compared with the third quarter and following a 50% dip in the third quarter. Rating trends have reflected broader market developments with both economic and funding conditions coming back from the brink earlier in the year. Another positive sign emerged in October when the Federal Reserve Senior Loan Officer Survey showed fewer banks tightening standards on commercial and industrial loans than in previous quarters (15% of respondents reported tightening standards, down by half from the July survey and far less than the extraordinary spike of more than 80% recorded in the fall of 2008). However, the recent survey still showed net tightening, suggesting that as with other hopeful developments, much is still riding on the sustainability and strength of the recovery going into 2010. Continued progress on the economic front is critical, more so than in prior recessions because leverage overall remains high and, a considerable number of defaults over the past year have been in the form of out of court debt exchanges which, while offering some debt relief, have not cut debt to the same extent as formal bankruptcy. Earlier research conducted by Fitch showed that the average high yield company that defaulted and emerged from bankruptcy from 2000 to 2006, emerged with just a third of its pre-bankruptcy debt. In contrast to this, recent debt exchanges have generally left the affected companies still saddled with high debt burdens, evidenced by the fact that most remain rated 'CCC' or lower following the exchange. "A concern going into 2010 is not only the risk of new defaults but also a heightened risk of serial defaults," Ms. Verde added. "If growth proves weak, some of the debt restructuring measures adopted over the past year may have only been successful in helping companies defer rather than avoid bankruptcy." Fitch finds that at the end of November, 'CCC' rated issues continued to represent a sizeable 30% of the U.S. high yield market (and with issues rated 'B-', 40%). Of the $230 billion in 'CCC' paper still outstanding, more than a third is associated with companies that have already done some type of debt exchange, but even excluding these companies, the 'CCC' pool remains large. This illustrates that there is still substantial default vulnerability if anticipated economic growth does not occur. In addition while there has been an impressive rebound in high yield bond issuance in 2009, a closer look reveals that the issuance has had a strong conservative streak. A record 41% of issuance has consisted of senior secured bonds. Also 'CCC' rated issuance, the ultimate litmus test of the market's risk appetite has made up just 9% of new bonds -- sharply lower than the share of the market rated 'CCC'. Fitch finds that defaults in 2009 have been accompanied by dismal recovery rates. To date, the weighted average recovery rate on 2009 defaults is 26% of par. However, as with other years, recovery rates have been uneven. "The weighted average recovery rate on distressed debt exchanges has averaged 39% of par in 2009, nearly twice the 23% rate recorded on the rest of the year's defaults,' said Eric Rosenthal, Senior Director of Fitch Credit Market Research. Recovery rates were particularly grim in the first half of the year but, as expected with a rebounding equity market and a deceleration in defaults, bounced back in the second half. Fitch expects recovery rates to continue to firm in 2010 with recovery rates more in line with historical averages of 30% to 40%. Despite a new annual high in the dollar value of high yield bond defaults (according to Fitch's U.S. High Yield Default Index the previous peak was 2002's $109.8 billion), several technical developments put downward pressure on the default rate in 2009. First, an unprecedented share of defaults (30% of the year's defaulted issuers) consisted of distressed debt exchanges rather than bankruptcy filings. Fitch estimates that this shaved 1% off the default rate since, in contrast to a bankruptcy filing, not all outstanding debt was affected by the exchanges. In addition, the high yield market grew a surprising 10% in size as new bonds issued as part of the exchanges quickly returned to the universe of performing issues and as the high yield bond market absorbed $62 billion in new secured bonds, the majority issued to refinance existing leveraged loans. The growth in the market's size deducted an additional 1% from the year's default rate. * House Moves Measure to Help GM, Chrysler Dealers -------------------------------------------------- Law360 reports that the U.S. House of Representatives approved a measure on Thursday that aims to help auto dealers axed during the restructuring of General Motors Corp. and Chrysler LLC by compelling arbitrators to consider a broader range of economic factors in termination appeals. * Judge Stands By Axing Of Claim Against FleetBoston ---------------------------------------------------- A federal judge has rejected a request by investors of a bankrupt real estate development to rehear their claim against FleetBoston Financial Corp., which they said breached their oral agreement for credit in the aftermath of a $73 million loan scandal at the bank in the late 1990s, according to Law360. * U.S. Foreclosure Activity Decreased 8% in November ---------------------------------------------------- RealtyTrac(R) released its November 2009 U.S. Foreclosure Market Report(TM), which shows foreclosure filings -- default notices, scheduled foreclosure auctions and bank repossessions -- were reported on 306,627 U.S. properties during the month, a decrease of nearly 8 percent from the previous month but still up 18 percent from November 2008. The report also shows one in every 417 U.S. housing units received a foreclosure filing in November. "November was the fourth straight month that U.S. foreclosure activity has declined after hitting an all-time high for our report in July, and November foreclosure activity was at the lowest level we've seen since February," said James J. Saccacio, chief executive officer of RealtyTrac. "Loan modifications and other foreclosure prevention efforts, along with the recently extended and expanded homebuyer tax credit, are keeping a lid on the most visible symptoms of the nation's ailing housing market -- foreclosures and home value depreciation. This is providing a welcome respite for the real estate industry, but a full recovery will only come when unemployment recedes to normal, healthy levels and when availability of credit reaches a more rational balance between the extremes of the past few years." Default notices nationwide were down 8 percent from the previous month but still up 22 percent from November 2008, scheduled foreclosure auctions were down 12 percent from the previous month but still up 32 percent from November 2008, and bank repossessions were flat from the previous month and down 2 percent from November 2008. Nevada, Florida, California post top state foreclosure rates Nevada foreclosure activity decreased by a double-digit percentage for the second straight month, but the state continued to document the nation's top foreclosure rate with one in every 119 housing units receiving a foreclosure filing in November -- 3.5 times the national average. A total of 9,295 Nevada properties received a foreclosure filing during the month, a 33 percent decrease from the previous month and also a 33 percent decrease from November 2008. Nevada's November total was 52 percent below its July total of 19,535 properties with foreclosure filings. Florida posted the nation's second highest state foreclosure rate in November with one in every 165 housing units receiving a foreclosure filing during the month. Florida took the No. 2 spot from California, which posted the nation's third highest foreclosure rate -- one in every 180 housing units received a foreclosure filing during the month. After three straight months of decreases, Arizona foreclosure activity increased nearly 8 percent in November and the state documented the nation's fourth highest foreclosure rate with one in every 186 housing units receiving a foreclosure filing. Despite a nearly 2 percent decrease in foreclosure activity from the previous month, Idaho posted the fifth highest state foreclosure rate in November with one in every 259 housing units receiving a foreclosure filing. Other states with foreclosure rates ranking among the nation's 10 highest were Michigan, Illinois, Utah, Maryland, and New Jersey. Four states account for more than 50 percent of national total For the second month in a row, the same four states accounted for 52 percent of the nation's total foreclosure activity: California, Florida, Illinois and Michigan. Despite a 13 percent decrease in foreclosure activity from the previous month, California continued to post the highest total of any state with 73,995 properties receiving a foreclosure filing in November -- still up 22 percent from November 2008 but down nearly 32 percent from its July peak of 108,104. November marked the fourth straight month that California foreclosure activity has declined on a month-over-month basis. After two straight month-over-month decreases, Florida foreclosure activity increased slightly in November. A total of 52,935 Florida properties received foreclosure filings during the month, an increase of nearly 2 percent from the previous month and up nearly 8 percent from November 2008. Illinois foreclosure activity decreased nearly 18 percent from a record high in October, but the state's 16,422 properties receiving foreclosure filings in November was still nearly 108 percent higher than November 2008 and third highest among all the states. A total of 15,988 Michigan properties received foreclosure filings in November, a decrease of nearly 3 percent from the previous month but still nearly 10 percent above the state's total in November 2008. Other states with totals among the 10 highest in the country were Arizona (14,349), Texas (12,095), Ohio (10,587), Georgia (9,664), Nevada (9,295) and New Jersey (9,227). Las Vegas drops out of top spot among 10 highest metro foreclosure rates After four straight months with the nation's top foreclosure rate among metropolitan areas with a population of at least 200,000, Las Vegas dropped to No. 5 thanks to a 33 percent decrease in foreclosure activity from the previous month. One in every 102 Las Vegas housing units received a foreclosure filing in November -- still more than four times the national average. The top three metro foreclosure rates were in California. Merced took the top spot, with one in every 83 housing units receiving a foreclosure filing in November thanks in part to a 21 percent increase in foreclosure activity from the previous month. Stockton foreclosure activity increased 37 percent from the previous month, and the city documented the nation's second highest metro foreclosure rate with one in every 85 housing units receiving a foreclosure filing. Despite a 7 percent decrease in foreclosure activity from the previous month, Modesto posted the nation's third highest metro foreclosure rate, with one in every 87 housing units receiving a foreclosure filing in November. Other California metro areas with foreclosure rates in the top 10 were Riverside-San Bernardino-Ontario at No. 6 (one in every 102 housing units); Bakersfield at No. 7 (one in 111); Vallejo- Fairfield at No. 9 (one in 126); and Sacramento-Arden-Arcade- Roseville at No. 10 (one in 132). Florida accounted for two of the top 10 metro foreclosure rates: Cape Coral-Fort Myers at No. 4 with one in every 96 housing units receiving a foreclosure filing; and Orlando-Kissimmee at No. 8 with one in every 120 housing units receiving a foreclosure filing. Report methodology The RealtyTrac U.S. Foreclosure Market Report provides a count of the total number of properties with at least one foreclosure filing entered into the RealtyTrac database during the month -- broken out by type of filing by state, county and metropolitan statistical area. Some foreclosure filings entered into the database during the month may have been recorded in previous months. Data is collected from more than 2,200 counties nationwide, and those counties account for more than 90 percent of the U.S. population. RealtyTrac's report incorporates documents filed in all three phases of foreclosure: Default -- Notice of Default (NOD) and Lis Pendens (LIS); Auction -- Notice of Trustee Sale and Notice of Foreclosure Sale (NTS and NFS); and Real Estate Owned, or REO properties (that have been foreclosed on and repurchased by a bank). If more than one foreclosure document is received for a property during the month, only the most recent filing is counted in the report. The report also checks if the same type of document was filed against a property in a previous month. If so, and if that previous filing occurred within the estimated foreclosure timeframe for the state the property is in, the report does not count the property in the current month. * BOND PRICING -- For the Week From December 7 to 11, 2009 ---------------------------------------------------------- Company Coupon Maturity Bid Price ------- ------ -------- --------- ABITIBI-CONS FIN 7.875 8/1/2009 9 BOWATER INC 9.000 8/1/2009 20 BOWATER INC 9.500 10/15/2012 25 BOWATER INC 6.500 6/15/2013 22.5 AMBAC INC 9.375 8/1/2011 49 ADVANTA CAP TR 8.990 12/17/2026 6.004 APRIA HEALTHCARE 3.375 9/1/2033 58 ANTHRACITE CAP 11.750 9/1/2027 20 AMER GENL FIN 4.000 12/15/2009 99.25 AMD-CALL12/09 7.750 11/1/2012 101.44 AMBASSADORS INTL 3.750 4/15/2027 49.75 ALERIS INTL INC 9.000 12/15/2014 0.5 ALERIS INTL INC 10.000 12/15/2016 0.494 METALDYNE CORP 11.000 6/15/2012 3.5 SPACEHAB INC 5.500 10/15/2010 45.2 AT HOME CORP 0.525 12/28/2018 0.125 LASALLE FNDG LLC 5.000 12/15/2009 99.3 MERRILL LYNCH 9.000 3/9/2011 95.75 BANK NEW ENGLAND 8.750 4/1/1999 9.011 BANK NEW ENGLAND 9.875 9/15/1999 9.5 BLOCKBUSTER INC 9.000 9/1/2012 54 BALLY TOTAL FITN 13.000 7/15/2011 2 B&G FOODS INC 12.000 10/30/2016 0.8 BANKUNITED FINL 6.370 5/17/2012 7 BANKUNITED FINL 3.125 3/1/2034 8 CAPMARK FINL GRP 5.875 5/10/2012 22.501 COMPUCREDIT 3.625 5/30/2025 44 COMPUDYNE CORP 6.250 1/15/2011 39.5 CONGOLEUM CORP 8.625 8/1/2008 20 CHAMPION ENTERPR 2.750 11/1/2037 2.5 COLLINS & AIKMAN 12.875 8/15/2012 0.9975 COLONIAL BANK 6.375 12/1/2015 0.26 CNP-CALL01/10 6.000 3/15/2012 97.75 COOPER-STANDARD 8.375 12/15/2014 27 CITADEL BROADCAS 8.000 2/15/2011 17.5 DECODE GENETICS 3.500 4/15/2011 8.063 DECODE GENETICS 3.500 4/15/2011 8.0625 DECODE GENETICS 3.500 4/15/2011 6.5 DOWNEY FINANCIAL 6.500 7/1/2014 25 EDDIE BAUER HLDG 5.250 4/1/2014 0.346 FORD MOTOR CRED 5.250 12/21/2009 99 F-CALL12/09 5.700 3/22/2010 99.5 F-CALL12/09 5.750 3/22/2010 98.786 F-CALL12/09 6.300 3/22/2010 98.5 F-CALL12/09 5.650 12/20/2010 98.257 F-CALL12/09 6.000 12/20/2010 99.25 FRANKLIN BANK 4.000 5/1/2027 2 FLEETWOOD ENTERP 14.000 12/15/2011 31.25 FINLAY FINE JWLY 8.375 6/1/2012 2.5 FAIRPOINT COMMUN 13.125 4/1/2018 14 FAIRPOINT COMMUN 13.125 4/2/2018 12 GENERAL MOTORS 9.450 11/1/2011 13.7 GENERAL MOTORS 7.125 7/15/2013 23.225 GENERAL MOTORS 7.700 4/15/2016 21 GENERAL MOTORS 8.800 3/1/2021 23 GENERAL MOTORS 9.400 7/15/2021 22 GMAC LLC 5.400 12/15/2009 98.5 GMAC LLC 5.400 12/15/2009 99 HAIGHTS CROSS OP 11.750 8/15/2011 40.5 HILTON HOTELS 7.200 12/15/2009 98.95 155 E TROPICANA 8.750 4/1/2012 21 HAWAIIAN TELCOM 9.750 5/1/2013 3 IDEARC INC 8.000 11/15/2016 7 INDALEX HOLD 11.500 2/1/2014 1.05 INN OF THE MOUNT 12.000 11/15/2010 41 KAISER ALUM&CHEM 12.750 2/1/2003 2 LAZYDAYS RV 11.750 5/15/2012 5 LEHMAN BROS HLDG 7.200 8/15/2009 17.76 LEHMAN BROS HLDG 7.875 11/1/2009 18.75 LEHMAN BROS HLDG 4.500 7/26/2010 19.438 LEHMAN BROS HLDG 7.875 8/15/2010 18.969 LEHMAN BROS HLDG 4.375 11/30/2010 19.25 LEHMAN BROS HLDG 5.000 1/14/2011 19 LEHMAN BROS HLDG 6.000 4/1/2011 14.5 LEHMAN BROS HLDG 5.750 4/25/2011 18.75 LEHMAN BROS HLDG 5.750 7/18/2011 18.375 LEHMAN BROS HLDG 4.500 8/3/2011 15.75 LEHMAN BROS HLDG 6.625 1/18/2012 19 LEHMAN BROS HLDG 5.250 2/6/2012 18.5 LEHMAN BROS HLDG 1.500 3/23/2012 17 LEHMAN BROS HLDG 6.000 7/19/2012 20.125 LEHMAN BROS HLDG 5.000 1/22/2013 14.5 LEHMAN BROS HLDG 5.625 1/24/2013 19.75 LEHMAN BROS HLDG 5.100 1/28/2013 15.5 LEHMAN BROS HLDG 5.000 2/11/2013 14.75 LEHMAN BROS HLDG 4.800 2/27/2013 12.5 LEHMAN BROS HLDG 4.700 3/6/2013 14 LEHMAN BROS HLDG 5.000 3/27/2013 15.95 LEHMAN BROS HLDG 5.750 5/17/2013 18.75 LEHMAN BROS HLDG 5.250 1/30/2014 12 LEHMAN BROS HLDG 4.800 3/13/2014 20 LEHMAN BROS HLDG 5.000 8/3/2014 13.5 LEHMAN BROS HLDG 6.200 9/26/2014 19.75 LEHMAN BROS HLDG 5.150 2/4/2015 16.25 LEHMAN BROS HLDG 5.250 2/11/2015 16.3 LEHMAN BROS HLDG 8.800 3/1/2015 15.875 LEHMAN BROS HLDG 6.000 6/26/2015 12.875 LEHMAN BROS HLDG 8.500 8/1/2015 19.25 LEHMAN BROS HLDG 5.000 8/5/2015 10.868 LEHMAN BROS HLDG 6.000 12/18/2015 16.75 LEHMAN BROS HLDG 5.500 4/4/2016 18.5 LEHMAN BROS HLDG 5.750 1/3/2017 0.41 LEHMAN BROS HLDG 8.920 2/16/2017 15.25 LEHMAN BROS HLDG 11.000 10/25/2017 16.375 LEHMAN BROS HLDG 5.875 11/15/2017 18.75 LEHMAN BROS HLDG 5.600 1/22/2018 15.84 LEHMAN BROS HLDG 5.700 1/28/2018 16.375 LEHMAN BROS HLDG 5.500 2/4/2018 16.4 LEHMAN BROS HLDG 5.550 2/11/2018 16.5 LEHMAN BROS HLDG 6.000 2/12/2018 16 LEHMAN BROS HLDG 5.500 2/19/2018 16.5 LEHMAN BROS HLDG 5.350 2/25/2018 16.75 LEHMAN BROS HLDG 5.250 3/5/2018 10.899 LEHMAN BROS HLDG 5.500 11/4/2018 11.02 LEHMAN BROS HLDG 8.050 1/15/2019 15.5 LEHMAN BROS HLDG 7.000 4/16/2019 16 LEHMAN BROS HLDG 6.000 1/22/2020 16.75 LEHMAN BROS HLDG 6.000 2/12/2020 16 LEHMAN BROS HLDG 5.100 2/15/2020 14 LEHMAN BROS HLDG 5.800 9/3/2020 14 LEHMAN BROS HLDG 5.650 9/14/2020 14 LEHMAN BROS HLDG 6.000 1/29/2021 16.5 LEHMAN BROS HLDG 6.250 2/5/2021 16 LEHMAN BROS HLDG 8.750 12/21/2021 12.5 LEHMAN BROS HLDG 8.000 3/5/2022 11 LEHMAN BROS HLDG 8.500 6/15/2022 15.75 LEHMAN BROS HLDG 11.000 6/22/2022 15.25 LEHMAN BROS HLDG 6.750 7/1/2022 16 LEHMAN BROS HLDG 11.000 8/29/2022 16 LEHMAN BROS HLDG 11.500 9/26/2022 12.813 LEHMAN BROS HLDG 6.600 10/3/2022 16.5 LEHMAN BROS HLDG 6.400 10/11/2022 14.95 LEHMAN BROS HLDG 9.500 12/28/2022 16.375 LEHMAN BROS HLDG 9.500 1/30/2023 17 LEHMAN BROS HLDG 8.750 2/6/2023 12 LEHMAN BROS HLDG 6.250 2/22/2023 15 LEHMAN BROS HLDG 8.400 2/22/2023 14 LEHMAN BROS HLDG 9.500 2/27/2023 16.375 LEHMAN BROS HLDG 6.500 2/28/2023 16.375 LEHMAN BROS HLDG 6.500 3/6/2023 16.25 LEHMAN BROS HLDG 10.000 3/13/2023 16.125 LEHMAN BROS HLDG 8.000 3/17/2023 13.875 LEHMAN BROS HLDG 7.000 5/12/2023 14.812 LEHMAN BROS HLDG 5.000 5/28/2023 13 LEHMAN BROS HLDG 18.000 7/14/2023 14.271 LEHMAN BROS HLDG 6.100 8/12/2023 16 LEHMAN BROS HLDG 5.600 9/23/2023 11.5 LEHMAN BROS HLDG 7.730 10/15/2023 15.6 LEHMAN BROS HLDG 10.375 5/24/2024 11 LEHMAN BROS HLDG 6.625 7/27/2027 15 LEHMAN BROS HLDG 6.500 9/20/2027 14 LEHMAN BROS HLDG 6.500 10/18/2027 15.001 LEHMAN BROS HLDG 6.750 11/22/2027 14 LEHMAN BROS HLDG 11.000 3/17/2028 16 LEHMAN BROS HLDG 5.550 3/9/2029 12.625 LEHMAN BROS HLDG 5.900 5/4/2029 14.812 LEHMAN BROS HLDG 6.200 5/25/2029 16.125 LEHMAN BROS HLDG 5.750 8/24/2029 15.125 LEHMAN BROS HLDG 6.850 8/16/2032 16 LEHMAN BROS HLDG 6.900 9/1/2032 15.625 LEHMAN BROS HLDG 7.000 10/4/2032 16.5 LEHMAN BROS HLDG 6.500 11/15/2032 14 LEHMAN BROS HLDG 6.750 3/11/2033 13.5 LEHMAN BROS HLDG 6.900 6/20/2036 11.9 LEHMAN BROS HLDG 6.400 12/19/2036 16.25 LEHMAN BROS HLDG 6.500 12/22/2036 13 LEHMAN BROS HLDG 6.500 2/13/2037 15.15 LEHMAN BROS HLDG 6.500 6/21/2037 16.5 LEHMAN BROS HLDG 6.500 7/13/2037 15 LEHMAN BROS HLDG 7.000 7/27/2037 13 LEHMAN BROS HLDG 7.000 9/28/2037 15 LEHMAN BROS HLDG 7.000 11/16/2037 14 LEHMAN BROS HLDG 7.000 12/28/2037 15.2 LEHMAN BROS HLDG 7.000 1/31/2038 16 LEHMAN BROS HLDG 7.000 2/1/2038 15 LEHMAN BROS HLDG 7.000 2/7/2038 16.75 LEHMAN BROS HLDG 7.000 2/8/2038 16.375 LEHMAN BROS HLDG 7.050 2/27/2038 16.75 LEHMAN BROS HLDG 7.250 2/27/2038 14.75 LEHMAN BROS HLDG 7.100 3/25/2038 13.75 LEHMAN BROS HLDG 7.000 4/22/2038 13.25 LEHMAN BROS HLDG 7.250 4/29/2038 12.38 LEHMAN BROS HLDG 7.350 5/6/2038 11 CREDENCE SYSTEM 3.500 5/15/2010 62 LTX-CREDENCE 3.500 5/15/2011 55 MILLENNIUM AMER 7.625 11/15/2026 17.55 MAJESTIC STAR 9.500 10/15/2010 65 MAJESTIC STAR 9.750 1/15/2011 10 MERISANT CO 9.500 7/15/2013 12.4 MORRIS PUBLISH 7.000 8/1/2013 29 NORTH ATL TRADNG 9.250 3/1/2012 34.15 NEFF CORP 10.000 6/1/2015 14.6 NETWORK COMMUNIC 10.750 12/1/2013 40.125 NEWARK GROUP INC 9.750 3/15/2014 39.075 NEWPAGE CORP 12.000 5/1/2013 50.6 NTK HOLDINGS INC 10.750 3/1/2014 3.5 OSCIENT PHARM 12.500 1/15/2011 3.625 PANOLAM INDUSTRI 10.750 10/1/2013 31.5 PALM HARBOR 3.250 5/15/2024 54 PMI CAPITAL I 8.309 2/1/2027 20.75 QUALITY DISTRIBU 9.000 11/15/2010 61.104 RAFAELLA APPAREL 11.250 6/15/2011 34.5 RAIT FINANCIAL 6.875 4/15/2027 40.19172668 RESIDENTIAL CAP 8.375 6/30/2010 62 RESIDENTIAL CAP 8.000 2/22/2011 65 REV-CALL12/09 9.500 4/1/2011 101.5 RH DONNELLEY 6.875 1/15/2013 7.5 RH DONNELLEY 6.875 1/15/2013 8.5 RH DONNELLEY 6.875 1/15/2013 10 DEX MEDIA WEST 9.875 8/15/2013 31.52 DEX MEDIA INC 8.000 11/15/2013 25 DEX MEDIA INC 9.000 11/15/2013 25 DEX MEDIA INC 9.000 11/15/2013 25.5 RH DONNELLEY 8.875 1/15/2016 8.625 RH DONNELLEY 8.875 10/15/2017 7 ROTECH HEALTHCA 9.500 4/1/2012 51 ISTAR FINANCIAL 5.375 4/15/2010 86.5 SIX FLAGS INC 9.750 4/15/2013 20 SIX FLAGS INC 9.625 6/1/2014 19 SIX FLAGS INC 4.500 5/15/2015 21 STANLEY-MARTIN 9.750 8/15/2015 30 STATION CASINOS 6.000 4/1/2012 21.75 STATION CASINOS 6.500 2/1/2014 1 STATION CASINOS 6.875 3/1/2016 1.5 STATION CASINOS 7.750 8/15/2016 20 STATION CASINOS 6.625 3/15/2018 1.3 SILVERLEAF RES 8.000 4/1/2010 90.7 TEKNI-PLEX INC 12.750 6/15/2010 77 THORNBURG MTG 8.000 5/15/2013 8.5 TMO-CALL12/09 6.750 8/15/2014 101.25 TRANSMERIDIAN EX 12.000 12/15/2010 12.114 TOM'S FOODS INC 10.500 11/1/2004 2.25 TOUSA INC 9.000 7/1/2010 47 TOUSA INC 9.000 7/1/2010 47.5 TOUSA INC 7.500 3/15/2011 5.24 TOUSA INC 10.375 7/1/2012 5.24 TOUSA INC 7.500 1/15/2015 5.24 TRIBUNE CO 4.875 8/15/2010 15 TIMES MIRROR CO 7.250 3/1/2013 19 TRIBUNE CO 5.250 8/15/2015 20 TIMES MIRROR CO 7.500 7/1/2023 13 TRUMP ENTERTNMNT 8.500 6/1/2015 3.131 VERENIUM CORP 5.500 4/1/2027 45.5 VERASUN ENERGY 9.375 6/1/2017 15.438 VISTEON CORP 7.000 3/10/2014 26.5 WCI COMMUNITIES 9.125 5/1/2012 2 WCI COMMUNITIES 7.875 10/1/2013 1.125 WCI COMMUNITIES 4.000 8/5/2023 1.5625 WII COMPONENTS 10.000 2/15/2012 60 WASH MUTUAL INC 4.200 1/15/2010 95 WASH MUTUAL INC 8.250 4/1/2010 81.5 WASH MUT BANK NV 5.550 6/16/2010 35.625 WASH MUT BANK FA 6.875 6/15/2011 0.625 WASH MUT BANK NV 5.500 1/15/2013 0.53 WASH MUT BANK NV 5.950 5/20/2013 0.25 WASH MUT BANK FA 5.650 8/15/2014 0.55 WASH MUT BANK FA 5.125 1/15/2015 0.53 USFREIGHTWAYS 8.500 4/15/2010 64.1 YELLOW CORP 5.000 8/8/2023 52 YELLOW CORP 5.000 8/8/2023 49 ********* 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 **