/raid1/www/Hosts/bankrupt/TCR_Public/100108.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, January 8, 2010, Vol. 14, No. 7
Headlines
AEROTHRUST CORP: Gets Green Light to Pay Wages, Honor Warranty
ALABAMA & DUNLAVY: Case Dismissal Hearing Set for January 11
AMERICAN HOME: Google, Other AHM Creditors Sued Over Transfers
AMR CORP: to Boost JAL Investment Offer by US$300 Million
AMSCAN HOLDINGS: Has Exclusive Right to Sell Am Greetings Products
ANDREW YOUNG: Creditors have Until March 5 to File Proofs of Claim
ANTE PAVELIC: Voluntary Chapter 11 Case Summary
BEAZER HOMES: Prices Common Stock, 2013 Notes Offerings
BUILDERS FIRSTSOURCE: Stadium Sells Subscription Rights
CARITAS HEALTH: Seeks May 3 Plan Exclusivity Extension
CBI HOLDING: E&Y May Have Been Negligent, But Didn't Aid Fraud
CHRYSLER LLC: Rejected Chrysler Dealers Lose Out on Claims
CIB MARINES: Confirms Emergence from Chapter 11
CIMINO BROKERAGE: Has Until February 1 to Access TIN's Cash
CITIGROUP INC: Director John Deutch Won't Stand for Re-election
CITIGROUP INC: Issues 3 Series of Securities, Files Docs With SEC
CLARIENT INC: Signs Merger Agreement with Applied Genomics
COMSTOCK HOMEBUILDING: Stonehenge Funding Acquires JPMorgan Debt
COOPER-STANDARD: Hearing on Plant Sale to Sanoh on Jan. 20
COOPER-STANDARD: Proposes to Pay Fees to Akin Gump
COOPER-STANDARD: Wants to Hire JLL as Real Estate Advisor
DANA LEWIS: Files for Chapter 11 Bankruptcy in Ohio
DELTA AIR: Gets FAA Nod to Operate with NWA as Single Airline
DELTA AIR: JAL Denies Picking Delta as Alliance Partner
DELTA AIR: AMR to Boost JAL Investment Offer by US$300 Million
DEUCE MCALLISTER: Says NMAC Did Little Help Dealership to Succeed
DUBAI WORLD: Unit Seeks Secondary Listing on London Stock Exchange
EDGE PETROLEUM: Mariner-Sale Plan Declared Effective
EMPIRE RESORTS: Joseph D'Amato Becomes Chief Executive Officer
ERA MAE BARNES: Case Summary & 6 Largest Unsecured Creditors
EVAN'S DEDICATED: Case Summary & 20 Largest Unsecured Creditors
FREMONT GENERAL: Investor Polishes Ch. 11 Plan
GENERAL MOTORS: Chairman Whitacre Predicts Profit in 2010
GENERAL MOTORS: Ecclestone, Genii Capital to Make Joint Saab Bid
GENERAL MOTORS: To Sell Nexteer Automotive Business
GENERAL MOTORS: Spyker Submits New Bid for Saab Unit
GRUBB & ELLIS: Units Amends Terms of $42.5 Mil. Loan Facility
HAEMACURE CORP: Shares to Be Delisted From Toronto Stock Exchange
HAWAIIAN TELCOM: Stipulation Applying Hawaii General Excise Tax
HAWAIIAN TELCOM: Kirkland Bills $1.14-Mil. for July-September
HAWKEYE RENEWABLES: Files Chapter 11 Plan & Disclosure Statement
INNOTRAC CORP: Receives NASDAQ Deficiency Notice
INTERMET CORP: Winds Down Two Virginia Casting Facilities
LATHAM INTERNATIONAL: Files Reorganization Plan
LEVEL 3 COMMS: Unit's Senior Notes Priced to Investors at 97.982%
LUNA INNOVATIONS: Has Until Jan. 13 in Nasdaq Stock Market
LYONDELL CHEMICAL: Reliance Raises Offer but Deal Remains Unlikely
MATTRESS KING: Files for Chapter 11 Bankruptcy
MESA AIR: Receives Nasdaq Staff Delisting Notice
MESA AIR: Receives February 19 Extension for Schedules
MESA AIR: Court Sets Initial Case Conference for Jan. 26
MONEY TREE: Carr Riggs Raises Going Concern Doubt
NETTEL CORP: Trustee's Deal with Nortel Corp Approved
NEW ENERGY SYSTEMS: Holds Investor Conferences on Fin'l Results
NORTEL NETWORKS: Court Gives Interim Nod to Over $25-Mil. in Fees
NORTEL NETWORKS: NNC & Units Have $4.2-Bil. Cash at Nov. 28
NORTEL NETWORKS: Courts OK $282M Genband Stalking Horse Deal
NORTEL NETWORKS: Gets Nod for Claims Deal with Nettel Trustee
OPUS SOUTH: Seeks Conversion to Chapter 7 Liquidation
PACIFIC ETHANOL: Resumes Production at Magic Valley Facility
PARADISE PALMS: Amends List of Largest Unsecured Creditors
PROMISE HOMES: Files for Bankruptcy Amidst Foreclosure
READER'S DIGEST: Retiree Group Says Plan Unconfirmable
READER'S DIGEST: Creditor Hits "Unfair" Reorganization Plan
READER'S DIGEST: Taxing Authorities Want Plan Denied
READER'S DIGEST: Contract Parties Have Compass Sale Objections
READER'S DIGEST: Gets Nod to Settle SG Chappaqua Lease Dispute
RENAISSANT LAFAYETTE: Wants DIP Financing & Use Cash Collateral
SANFORD HOROWITZ: Court Establishes March 1 as Claims Bar Date
SINCLAIR BROADCAST: Inks Retransmission Consent Deal With Mediacom
SINCLAIR BROADCAST: Says Q4 Net Broadcast Revenues Lower From 2008
SIX FLAGS: Motion SFO Noteholders Disclosure Hearing Today
SIX FLAGS: Removal Period Extended to March 10
SIX FLAGS: Parties Object to Merrill as Board Advisor
SMURFIT-STONE: Monitor's 10th Report on Container Canada
STAR FOOD: Case Summary & 20 Largest Unsecured Creditors
STEELCLOUD INC: Receives Delisting Notice From Nasdaq
STEVE & BARRY: WARN Act Suit Fails to Pass Muster
TAYLOR-WHARTON: Court Sets January 29, 2010 as Claims Bar Date
TETON ENERGY: Plan Confirmation Hearing Moved to January 15
TLC VISION: Aims to Emerge from Bankruptcy as Private Company
TOUSA INC: Proposes Sale of Sorrel to High Pointe
TOUSA INC: Court OKs Termination Fee Payment to Lennar Texas
TOUSA INC: LBO Lenders Post Bonds to Appeal Fraud Ruling
TRONOX INC: Liquidity Solutions, et al., Buy Claims
TROPICANA ENT: David Zamarin Named Chief Mktg. Officer
TRUMP ENTERTAINMENT: Judge OKs Rival Disclosure Statements
U.S. PREMIER: Case Summary & Unsecured Creditor
VERMILLION INC: Delaware Court Confirms Reorganization Plan
VIASPACE INC: Amends Securities Purchase Agreement
WASHINGTON MUTUAL: WaMu, JPMorgan Settle With Insurers
WATERSIDE CAPITAL: To be Delisted From Nasdaq
WAVO CORP: Judge Won't Toss WAVO Trustee's Malpractice Claim
WEBB MTN: Strong Arm Statute Applies to Gap Period Transfers
WOLVERINE TUBE: Files Amended 2008-2007 Annual Report With SEC
* Michael Claes Joins the Dilenschneider Group as Principal
* BOOK REVIEW: Taking America - How We Got from the First Hostile
*********
AEROTHRUST CORP: Gets Green Light to Pay Wages, Honor Warranty
--------------------------------------------------------------
The South Florida Business Journal reports the Bankruptcy Court
has approved multiple motions to keep AeroThrust's operations
functioning. The South Florida Business Journal says the Court
has granted AeroThrust authority to pay prepetition wages and
benefits to employees and honor prepetition warranty obligations
to customers.
Bridge Carey at the Miami Herald reports that AeroThrust filed for
Chapter 11 bankruptcy in Delaware after it lost a very large
contract from a competitor. The Company also said that its
revenues were hit by oil reaching $147 a barrel and the decline in
the number of engines installed from 104 in 2008 to 44 in 2009.
The South Florida Business Journal, citing the company's Web site,
says business was heavily impacted by the September 11 terrorist
attacks, and there was concern in 2002 about whether it would be
able to stay open for business.
The Daily Deal says AeroThrust will seek a buyer as it seeks to
negotiate Chapter 11. As reported by the Troubled Company
Reporter on December 30, 2009, AeroThrust Corp. said it intends to
hire an investment banker to market the business for sale.
Miami, Florida-based AeroThrust Corporation provides engine
repair, maintenance and overhaul of the CFM56 and JT8D engines.
AeroThurst is 100% owned by Windstar Capital LLC, a Los Angeles-
based company that bought it from Saab AB for $50.1 million in
2001. The Company filed for Chapter 11 bankruptcy protection on
December 27, 2009 (Bankr. D. Del. Case No. 09-14541). Its
affiliate, AeroThrust Engine Leasing Holding Company, LLC, also
filed a Chapter 11 bankruptcy petition. AeroThurst holds a 51%
interest in AeroThrust Leasing Holding LLC. Thomas F. Driscoll,
III, Esq., at Bifferato LLC, assists the Debtors in their
restructuring efforts. AeroThrust Corp. listed $50,000,001 to
$100,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities. The Company owes $11.6 million to secured lender PNC
Bank.
ALABAMA & DUNLAVY: Case Dismissal Hearing Set for January 11
------------------------------------------------------------
The Hon. Wesley W. Steen of the U.S. Bankruptcy Court Southern
District of Texas will consider on January 11, 2010, at 11:30 a.m.
the requests to dismiss or convert the Chapter 11 case of Alabama
& Dunlavy Ltd. The hearing will be held in courtroom 400, 515
Rusk, Houston, Texas.
In Novmeber 200, WEDGE Real Estate Finance, L.L.C., a secured
creditor, asked for the dismissal of the case because it was filed
in bad faith. The filing was made to hinder WEDGE from
foreclosing on the Debtor's sole asset. WEDGE added that it is
unlikely that the Debtor will be able to effectively reorganize.
On December 2, the U.S. Trustee also asked the Court to dismiss or
to convert, alleging that Debtor had not filed the required list
of creditors, the bankruptcy schedules, and the statement of
financial affairs. The U.S. Trustee alleged other serious
deficiencies in prosecution of the case.
On December 14, the Debtor filed a motion to dismiss alleging that
it no longer wishes to proceed with its Chapter 11 petition claims
for relief. Wedge filed a limited objection to Debtor's motion to
dismiss, asking for a dismissal with prejudice to prevent Debtor
from filing another bankruptcy case.
Houston, Texas-based Alabama & Dunlavy Ltd, also known as
Flatstone II Ltd., filed for Chapter 11 on Nov. 3, 2009, (Bankr.
S.D. Tex. Case No. 09-38463). Justin M. Jackson, Esq., at the
Jackson Law Firm, represents the Debtor in its restructuring
effort. In its petition, the Debtor listed assets and debts both
ranging from $10,000,001 to $50,000,000.
AMERICAN HOME: Google, Other AHM Creditors Sued Over Transfers
--------------------------------------------------------------
Law360 reports that creditors of American Home Mortgage Holdings
Inc., including Google Inc., failed to return more than $800,000
in fraudulent transfers from the bankrupt lender, according to
four adversary proceedings filed by the unsecured creditors
committee.
Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.
American Home Mortgage and seven affiliates filed for Chapter 11
protection on August 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054). James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent. The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel. As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.
American Home filed a de-consolidated plan of liquidation on
August 15, 2008. The former home mortgage lender's liquidating
Chapter 11 plan was confirmed in February 2009.
AMR CORP: to Boost JAL Investment Offer by US$300 Million
---------------------------------------------------------
Mariko Sanchanta at The Wall Street Journal reports that AMR
Corp.'s American Airlines has increased its investment offer into
troubled Japan Airlines by US$300 million to US$1.4 billion.
Citing people familiar with the situation, the Journal says
American Airlines met with JAL executives on Thursday morning and
sweetened their offer.
A formal announcement on the increased offer is expected next
week, the Journal states.
On December 17, 2009, the Troubled Company Reporter-Asia Pacific,
citing The Wall Street Journal's Mariko Sanchanta and Dow Jones
Newswires' Doug Cameron, reported that American Airlines said it
may increase a proposed capital investment in Japan Airlines and
draw on financial support from other members of their Oneworld
Alliance.
According to the report, Gerard Arpey, chairman and chief
executive of American parent AMR Corp., also offered to make JAL
the airline's "exclusive partner" in the region, as it intensified
efforts to fend off a rival offer from Delta Air Lines Inc.
Early in December, AMR said it could inject US$1.1 billion into
JAL with its partner TPG Inc., the private-equity group, and
support from members of its Oneworld alliance. According to the
Journal, the pledged support had previously been in the form of
logistical and management help for JAL, but Mr. Arpey hinted the
partners could also provide capital.
Delta and its partners in the rival SkyTeam alliance have said
they may revise their proposal to inject US$500 million into JAL
and provide a US$200 million loan and a US$300 million revenue
guarantee. Delta hasn't said whether other SkyTeam members would
inject funds into JAL. The Journal said Richard Anderson, Delta's
CEO, met with Seiji Maehara, Japan's Minister of Land,
Infrastructure, Transport and Tourism, early in December to
explain his company's proposal in more detail.
The Oneworld alliance includes British Airways, Qantas, Cathay
Pacific, Iberia, LAN, Finnair and Mexicana.
About AMR Corp.
Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline. At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.
Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle." American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.
* * *
AMR carries a 'CCC' issuer default rating from Fitch Ratings. It
has 'Caa1' corporate family and probability of default ratings
from Moody's. It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.
About Delta Air Lines
With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- became the world's largest airline
following merger with Northwest Airlines in 2008. From its hubs
in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul,
New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year. The merger closed on
October 29, 2008.
Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan. That amended plan took effect May 31, 2007.
Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan. That plan
became effective on April 30, 2007.
(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).
* * *
Delta Air Lines has $44,480,000,000 in assets against total debts
of $43,500,000,000 in debts as of June 30, 2009.
Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's. They also continue to
carry 'B2' corporate family ratings from Moody's.
About JAL
Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan-
based holding company that is active in five business segments
through its 225 subsidiaries and 82 associated companies. The Air
Transportation segment is engaged in the operation of passenger
and cargo planes. The Air Transportation-Related segment is
engaged in the transportation of passengers and cargoes, the
preparation of in-flight food catering, the maintenance of
aircraft and land equipment, as well as the fueling business. The
Travel Planning and Marketing segment is involved in the planning
and sale of travel packages. The Card and Leasing segment is
engaged in the provision of finance, cards and leasing services.
The Others segment is involved in businesses related to hotels,
resorts, logistics, wholesale, retail, real estate, printing,
construction, manpower dispatch, as well as information and
communication. The Company has numerous global operating
locations.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.
* * *
As reported in the Troubled Company Reporter-Asia Pacific on
December 4, 2009, Standard & Poor's Ratings Services lowered to
'SD' (selective default) from 'CC' its long-term corporate credit
ratings on Japan Airlines Corp. and Japan Airlines International
Co. Ltd., its wholly owned subsidiary, and removed the ratings
from CreditWatch. At the same time, Standard & Poor's maintained
its senior unsecured debt ratings on both companies at 'CCC' and
kept the ratings on CreditWatch with developing implications. On
Sept. 18, 2009, S&P placed the corporate credit and senior
unsecured debt ratings on both companies on CreditWatch with
negative implications and maintained the CreditWatch status on
Oct. 16, 2009, and Nov. 4, 2009. On Nov. 13, 2009, S&P maintained
its CreditWatch status on the corporate ratings on both companies
and revised to developing its CreditWatch status on the senior
unsecured debt ratings.
The TCR-AP reported on Nov. 3, 2009, that Moody's Investors
Service downgraded the long-term debt rating and issuer rating of
Japan Airlines International Co., Ltd. to Caa1 from B1, and will
continue to review both ratings for further possible downgrade.
AMSCAN HOLDINGS: Has Exclusive Right to Sell Am Greetings Products
------------------------------------------------------------------
Effective March 1, 2010, Amscan Holdings, Inc., will have
exclusive rights to manufacture and distribute American Greetings
products into various channels including the party store channel.
On December 21, 2009, Amscan entered into an Asset Purchase
Agreement with American Greetings Corporation. Amscan acquired
certain assets, equipment and processes used in the manufacture
and distribution of party goods. The companies also entered into
a Supply and Distribution Agreement and a Licensing Agreement.
American Greetings will continue to distribute party goods to
various channels including to its mass, drug, grocery and
specialty retail customers. American Greetings will purchase
substantially all of their party goods requirements from Amscan.
Amscan will license from American Greetings the "Designware brand"
and other character licenses.
In connection with the Agreements, American Greetings received
total consideration of $45,880,000, including cash of $24,880,000
and a warrant to purchase approximately 2% of the Common Stock of
AAH Holdings Corporation, Amscan's ultimate parent corporation.
Amscan saw its retail sales for the five-week Halloween season
ended November 7, 2009, rise 4.7% than the retail sales for the
five-week period ended November 1, 2008. Retail sales for the
five-week period ended November 7, 2009, totaled $257.4 million
and were $11.6 million higher than the retail sales for the five-
week period ended November 1, 2008, principally due to the growth
and performance of the Company's network of temporary Halloween
USA stores.
Amscan's retail sales include sales under its four retail banners,
Party City, Halloween USA, Party America, and Factory Card & Party
Outlet.
During the five-week period ended November 7, 2009, the Company
operated 247 temporary Halloween USA stores, as compared to 149 in
2008. In addition to its network of temporary stores, the Company
operated 387 Party City and Party America "Big Box" retail stores
(stores generally greater than 8,000 square feet), 59 smaller
outlet stores and 161 FCPO stores during the 2009 Halloween
season, as compared to 391 Big Box, 86 outlet stores and 171 FCPO
stores during the 2008 season.
During the five-week Halloween season of 2009, the average sales
for temporary Halloween USA stores increased by 7.5%, while the
same-store net sales for the Company's Big Box stores decreased
1.5%. Same store net sales at FCPO stores decreased 1.2%.
Gerry Rittenberg, Amscan's Chief Executive Officer, stated: "In
light of the current economy, the dire pre-Halloween predictions
of the National Retail Federation and aggressive competition from
other temporary Halloween stores, we are extremely pleased with
these key holiday results."
About Amscan Holdings
Amscan Holdings, Inc., designs, manufactures, contracts for
manufacture and distributes party goods, including paper and
plastic tableware, metallic balloons, accessories, novelties,
gifts and stationery throughout the world, including in North
America, South America, Europe, Asia and Australia. In addition,
the Company operates specialty retail party supply stores in the
United States, and franchises both individual stores and franchise
areas throughout the United States and Puerto Rico, under the
names Party City, Party America, The Paper Factory and Halloween
USA. The Company also operates specialty retail party and social
expressions supply stores under the name Factory Card & Party
Outlet.
In November 2007, the Company completed the merger of its wholly
owned subsidiary, Amscan Acquisition, Inc. with and into Factory
Card & Party Outlet Corp.
At September 30, 2009, the Company had $1,562,574,000 in total
assets against $1,110,987,000 in total liabilities and $18,389,000
in redeemable common securities.
At December 31, 2008, Amscan's Party City Franchise Group had not
been in compliance with the financial covenants contained in its
Credit Agreement with CIT Group/Business Credit, Inc., as
Administrative Agent and Collateral Agent, Newstar Financial,
Inc., as Syndication Agent, CIT Capital Securities LLC, as Sole
Arranger, and the Lenders party thereto. Effective September 30,
2009, PCFG and its lenders entered into a Waiver and Amendment
Agreement which provided that, among other things, financial
covenants related to leverage ratio, fixed charge coverage ratio,
minimum EBITDA, and maximum capital expenditures, were revised.
* * *
Amscan Holdings carries Standard & Poor's Ratings Services' 'B'
corporate credit rating, and Moody's Investors Service's 'B2'
Corporate Family and Probability of Default Ratings.
ANDREW YOUNG: Creditors have Until March 5 to File Proofs of Claim
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has established March 5, 2010, as the last day for individuals and
entities to file proofs of claim against Andrew L. Young.
The claims must be filed at:
1. Clerk of the U.S. Bankruptcy Court
P.O. Box A3613
Chicago, IL 60690-3612
2. http://www.ilnb.uscourts.gov
Wadsworth, Illinois-based Andrew L. Young filed for Chapter 11
bankruptcy protection on November 23, 2009 (Bankr. N.D. Ill. Case
No. 09-44322). Gregory K. Stern, Esq., at Gregory K. Stern, P.C.,
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.
ANTE PAVELIC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Ante Kreshimir Pavelic
aka Premiere Properties
3401 Barham Blvd # 5
Los Angeles, CA 90068
Bankruptcy Case No.: 10-10333
Chapter 11 Petition Date: January 5, 2010
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Alan M. Ahart
Debtor's Counsel: Wiley Ramey, Esq.
5900 Sepulveda Blvd # 400
Van Nuys, CA 91411
Tel: (805) 909-0580
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.
BEAZER HOMES: Prices Common Stock, 2013 Notes Offerings
-------------------------------------------------------
Beazer Homes USA, Inc., has priced its offering of 19,500,000
shares of its common stock at $4.60 per share. The shares will be
issued pursuant to an effective registration statement filed with
the Securities and Exchange Commission.
Beazer Homes USA also has priced its offering of $50 million
aggregate principal amount of its 7-1/2% Mandatory Convertible
Subordinated Notes due 2013. On the stated maturity date, each
Note, unless previously converted, will automatically convert into
shares of the Company's common stock at a conversion rate of not
less than 4.4547 shares of the Company's common stock per $25
principal amount of Notes and not more than 5.4348 shares of the
Company's common stock per $25 principal amount of Notes,
depending on the applicable market value of the Company's common
stock and subject in each case to adjustment.
The Notes will be issued pursuant to an effective registration
statement filed with the Securities and Exchange Commission.
Copies of the prospectus related to the offerings may be obtained
from Citigroup Global Markets Inc., Brooklyn Army Terminal, 140
58th Street, 8th Floor, Brooklyn, NY 11220 (Attention:
Prospectus Department; Telephone: (800) 831-9146; E-mail:
batprospectusdept@citi.com) or Credit Suisse Securities (USA) LLC,
Prospectus Department, One Madison Avenue, New York, NY 10010
(Telephone: (800) 221-1037).
A full-text copy of the Company's Issuer Free Writing Prospectus
related to 7-1/2% Mandatory Convertible Subordinate Notes due 2013
is available at no charge at http://ResearchArchives.com/t/s?4cf1
A full-text copy of the Company's preliminary prospectus
supplement related to the Mandatory Convertible Subordinate Notes
is available at no charge at http://ResearchArchives.com/t/s?4cf2
A full-text copy of the Company's preliminary prospectus
supplement related to the issuance of Common Shares is available
at no charge at http://ResearchArchives.com/t/s?4cf3
About Beazer Homes
Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia. Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."
At September 30, 2009, Beazer had $2,029,410,000 in total assets,
including $507,339,000 in cash and cash equivalents, against
$1,832,855,000 in total liabilities, resulting in $196,555,000 in
stockholders' equity. Beazer had $374,851,000 in stockholders'
equity at September 30, 2008.
* * *
Beazer carries S&P's "CCC" corporate credit rating and "D" senior
unsecured notes rating. On August 18, 2009, S&P lowered the
Company's corporate credit rating to SD (selective default) and
lowered the rating of the Company's senior unsecured notes from
CCC- to D following the Company's repurchase of $115.5 million of
its senior unsecured notes on the open market at a discount to
face value, which S&P determined to constitute a de facto
restructuring under its criteria.
Beazer carries Moody's "Caa2" probability of default rating to the
Company and "Caa2" senior notes rating.
On March 12, 2009, Fitch lowered Beazer's issuer-default rating
from "B-" to "CCC" and its senior notes from "CCC+/RR5" to
"CC/RR5".
BUILDERS FIRSTSOURCE: Stadium Sells Subscription Rights
-------------------------------------------------------
Stadium Capital Management, LLC, Bradley R. Kent, and Alexander M.
Seaver reported that they disposed of 100 units of Subscription
Rights or right to buy shares of Builders FirstSource, Inc. common
stock.
Stadium et al. disclosed that they may be deemed to beneficially
own 8,647,133 common shares of the Company following the
transaction.
Messrs. Kent and Seaver are the managers of SCM.
A full-text copy of Stadium's disclosure to the Securities and
Exchange Commission is available at no charge at:
http://ResearchArchives.com/t/s?4cef
Last week, Builders FirstSource filed a Form S-3 Registration
Statement Under the Securities Act of 1933 to register:
-- 11,259,429 shares of Common Stock, par value $0.01 per
Share;
-- $143,735,000 of Second Priority Senior Secured Floating
Rate Notes Due 2016; and
-- Guarantees of Second Priority Senior Secured Floating Rate
Notes Due 2016
The shares of common stock and the Notes will be issued by the
Company in private placement transactions expected to close in the
first quarter of 2010.
The Company said the shares and the Notes may be resold by certain
securityholders. The Selling Securityholders were identified in
the accompanying prospectus, a full-text copy of which is
available at no charge at http://ResearchArchives.com/t/s?4cee
On December 23, 2009, the Delaware Court of Chancery approved the
proposed settlement of a consolidated class and derivative action
filed in connection with Builders FirstSource's recapitalization.
The terms of the Settlement are as set forth in the definitive
Stipulation and Agreement of Compromise, Settlement, and Release
among the parties dated November 5, 2009. The Court's approval of
the Settlement satisfies one of the conditions to the closing of
the recapitalization transactions.
The Company also said roughly 97.7% of the holders of the
Company's outstanding Second Priority Senior Secured Floating Rate
Notes due 2012 have agreed to exchange their 2012 notes in the
debt exchange that is part of the Company's recapitalization.
Those holders of 2012 notes will 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 Company's previously announced
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.
The Company conducted a rights offering as part of the
recapitalization. Pursuant to the rights offering, the Company
distributed, 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 addition, under the terms of the Investment Agreement, dated as
of October 23, 2009, as amended, JLL Partners Fund V, L.P. and
Warburg Pincus Private Equity IX, L.P. 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.
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 and
other customary closing conditions.
About Builders FirstSource
Headquartered in Dallas, Texas, Builders FirstSource Inc. --
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.
The Company has total assets of $457,192,000 against total
liabilities of $405,038,000 as of June 30, 2009.
Builders FirstSource has corporate credit ratings of 'Caa1'
from Moody's Investors Service and 'CCC+' from Standard & Poor's.
CARITAS HEALTH: Seeks May 3 Plan Exclusivity Extension
------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York will consider on January 20, 2010, at
3:30 p.m., Caritas Health Care, Inc., and its debtor-affiliates'
request for an extension of their exclusive periods. The hearing
will be held at 271 Cadman Plaza East, Courtroom 3529, Brooklyn,
New York. Objections, if any, are due on January 13, 2010, at
3:30 p.m.
The Debtors asked the Court to extend their exclusive periods to
file a Chapter 11 plan and solicit acceptances until May 3, 2010,
and July 1, 2010, respectively.
Absent the extension, their exclusive periods to file a plan and
solicit acceptances will expire on February 1, 2010, and April 2,
2010.
The Debtors related that they need additional time to resolve
claims and maximize the value of their remaining assets for the
benefit of all stake holders.
About Caritas Health Care
Caritas Health Care Inc. is the owner of Mary Immaculate Hospital
and St. John's Queens Hospital. Caritas, created by Wyckoff
Heights Medical Center, purchased the two hospitals in a
bankruptcy sale in early 2007 from St. Vincent Catholic Medical
Centers of New York. St. John's has 227 generate acute-care beds
while Mary Immaculate has 189.
Caritas Health Care and eight of its affiliates filed for
Chapter 11 on Feb. 6, 2009 (Bankr. E.D.N.Y., Lead Case No. 09-
40901). Jeffrey W. Levitan, Esq., and Adam T. Berkowitz, Esq., at
Proskauer Rose, LLP, represent the Debtors in their restructuring
effort. Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at
Alston & Bird LLP, represent the official committee of unsecured
creditors. Caritas in its bankruptcy petition estimated assets of
$50 million to $100 million, and debts of $100 million to
$500 million.
CBI HOLDING: E&Y May Have Been Negligent, But Didn't Aid Fraud
--------------------------------------------------------------
WestLaw reports that on remand from the U.S. Court of Appeals for
the Second Circuit, Judge Wood in the District Court rules that
while Ernst & Young, the accounting firm that served as an
independent auditor for CBI Holding Co., Inc., may have been
negligent in its prepetition audits, in failing to investigate
transactions that the debtor had booked as advance payments to its
suppliers despite being aware of red flags suggesting the
possibility of unrecorded liabilities, its conduct was not so
reckless as to constitute an intent to aid in the fraud committed
by debtor's management in underreporting the debtor's liabilities
by millions of dollars for purposes of inflating its earnings and
did not support a fraud claim against firm under New York law.
There was no evidence that firm knew that these "advance payments"
were being used to hide liabilities. Moreover, the firm's audits
were still fairly robust and did result in the discovery of
$292,000 and $1.4 million in unrecorded liabilities, though the
firm missed millions of additional dollars in such liabilities.
In re CBI Holding Co., Inc., --- B.R. ----, 2009 WL 4642005
(S.D.N.Y.).
This dispute originated in the U.S. Bankruptcy Court for the
Southern District of New York, where the Honorable Burton R.
Lifland entered judgment in favor of plaintiff, 247 B.R. 341. The
Honorable Kimba M. Wood in the U.S. District Court affirmed in
part and reversed in part, 311 B.R. 350, and then vacated the
bankruptcy court's opinion on rehearing, 318 B.R. 761. An appeal
was taken to the U.S. Court of Appeals for the Second Circuit,
which affirmed in part, reversed in part, and remanded, 529 F.3d
432.
CBI Holding Company, Inc., and its pharmaceutical wholesale
distributor affiliates sought Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 94-B-43819) in 1994. Bankruptcy Services, Inc.,
is the court-appointed successor to CBI's claims. BSI sued
(Bankr. S.D.N.Y. Adv. Pro. No. 96-9143A) Ernst & Young in 1996.
CHRYSLER LLC: Rejected Chrysler Dealers Lose Out on Claims
----------------------------------------------------------
Former Chrysler, Jeep and Dodge dealers axed by Chrysler Group LLC
after the automaker's Chapter 11 reorganization sustained a
significant blow when a court classified their contract claims
against Chrysler as traditional prepetition claims, denying their
bid for administrative priority, according to Law360.
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)
CIB MARINES: Confirms Emergence from Chapter 11
-----------------------------------------------
CIB Marine Bancshares, Inc., has successfully completed its
financial restructuring and has emerged from its pre-packaged plan
of reorganization under Chapter 11 of the bankruptcy code.
"We have successfully completed our reorganization, and we have
emerged as a much stronger bank holding company," said John
Hickey, Jr., chairman and CEO of CIB Marine Bancshares, Inc.
"We have significantly reduced our future interest obligations,
improved our capital position, and added approximately
$106 million to our consolidated shareholder equity. The
restructuring positions us to pursue our previously-announced
capital plan free of the significant debt we incurred in
conjunction with the trust preferred securities offerings.
"We are very pleased with the speed and efficiency with which our
plan was approved and implemented," added Mr. Hickey. "By working
extensively with our trust preferred securities holders, we were
able to submit a pre-approved plan to the court, which proved
critical to our success in this process."
In September 2009, CIB Marine Bancshares filed the pre-packaged
plan of reorganization after having obtained the consent of the
holding company's trust preferred securities holders and the
bankruptcy court confirmed the plan in October 2009. The plan's
effective date was December 30, 2009. Under the plan, the former
trust preferred securities holders received shares of preferred
stock in exchange for their trust preferred securities.
"The emergence from reorganization concludes a very long
restructuring and recovery process for the company. We are
pleased that we were able to endure the difficulties experienced
by the holding company over the past several years and emerge as a
stronger company. Special thanks goes to our loyal employees for
their dedicated service through this process," said Hickey.
CIB Marine Bancshares is the parent holding company of CIBM Bank,
an Illinois chartered commercial bank that operates as Central
Illinois Bank in mid-state Illinois and as Marine Bank in the
Milwaukee area, Indianapolis and Scottsdale. The bank and its
branches were not a part of, nor were they affected by, the
holding company's bankruptcy reorganization. "Throughout this
process, our bank retained sufficient capital and remained FDIC
insured," said Hickey.
About CIB Marine
CIB Marine Bancshares, Inc. is a one-bank holding company with 17
banking offices in central Illinois, Wisconsin, Indiana and
Arizona.
CIMINO BROKERAGE: Has Until February 1 to Access TIN's Cash
-----------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California authorized, on an interim basis,
Cimino Brokerage Company to:
-- access Temple-Inland, Inc. cash collateral until February 1,
2010; and
-- grant adequate protection to TIN.
A holding date of January 8, 2009 at 2:00 p.m. will be reserved to
consider objections TIN may have to the Debtor's continued use of
cash collateral.
The Debtor would use the money to fund its Chapter 11 case and pay
suppliers and other parties.
As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the TIN a replacement lien on
postpetition assets derived. The replacement lien will be
subordinate to the (i) compensation and expense reimbursement
allowed to a trustee in any successor Chapter 7 case; and (ii)
fees payable to the U.S. Trustee.
About Cimino Brokerage
Salinas, California-based Cimino Brokerage Company, a California
general partnership -- aka Cimino Brothers Produce and dba Cimino
Brothers Produce -- was founded over 15 years ago by the Cimino
family, which has been in the agricultural business since 1895.
The Debtor is currently owned 50% by Vincent Cimino, 25% by Armand
Cimino and 25% by Stephanie Cimino. The Company is a year-round
grower, shipper and distributor of fresh vegetables and
fruits, primarily broccoli. The Company, through its Mexican
wholly-owned subsidiary (Cimino Brothers Produce Mexico S.A. de
C.V. is the creator of the Asian Cut Crown broccoli category, and
has developed the largest national network of Asian foodservice
distributors and customers in the nation. The Company's
administrative operations are carried out from its facilities in
Salinas, California. The Company's primary cooling facilities in
the United States are located in Laredo, Texas.
The Company filed for Chapter 11 bankruptcy protection on
November 24, 2009 (Bankr. N.D. Calif. Case No. 09-60291). Todd M.
Arnold, Esq., at Levene, Neale, Bender, Rankin, and Brill assists
the Company in its restructuring effort. The Company listed
US$10,000,001 to US$50,000,000 in assets and US$10,000,001 to
US$50,000,000 in liabilities.
CITIGROUP INC: Director John Deutch Won't Stand for Re-election
---------------------------------------------------------------
Citigroup Inc. says on January 4, 2010, John Deutch, a member of
the Board of Directors of Citigroup, provided notice to the
Chairman of the Board that he will not stand for re-election to
the Board at Citigroup's next Annual Meeting of Stockholders,
scheduled for April 20, 2010.
The Wall Street Journal's David Enrich reports that Mr. Deutch has
urged other directors at Citi to do the same.
The Journal notes that Mr. Deutch, 70, is one of Citigroup's
longest-serving directors. Mr. Deutch joined Citigroup in 1996
after leading the Central Intelligence Agency.
"Directors that served on Citi's board during this financial
crisis should rotate off in an orderly fashion," Mr. Deutch, a
chemistry professor at Massachusetts Institute of Technology in
Cambridge, Massachusetts, said in an interview Thursday, the
Journal relates. "My view is that there should be a complete
turnover. Now is the time that's appropriate for me."
The Journal says Mr. Deutch was among the directors targeted last
year by angry Citigroup shareholders who contended that the
directors should be removed. According to the Journal, a
Citigroup spokesman declined to comment on Mr. Deutch's comments.
Citigroup officials previously have defended embattled directors,
saying they fulfilled their responsibilities and deserved to
remain on the board, the Journal says.
According to the Journal, a Citigroup official said Thursday that
more directors might decide to leave the board before April's
annual meeting. Citigroup also might announce some new recruits
to the board.
According to the Journal, in addition to Mr. Deutch and Citigroup
Chairman Richard Parsons, current Citigroup directors who were on
the board at or near the start of the financial crisis are:
-- former AT&T Corp. Chief Executive Michael Armstrong,
-- Alcoa Inc. Chairman Alain Belda,
-- Dow Chemical Co. CEO Andrew Liveris,
-- Xerox Corp. Chairman Anne Mulcahy,
-- Rockefeller Foundation President Judith Rodin, and
-- Robert L. Ryan, retired finance chief of Medtronic Inc.
Citigroup recently has added new directors that include well-
respected banking veterans Jerry Grundhofer, a former chief
executive of U.S. Bancorp, and former Bank of Hawaii Corp. CEO
Michael E. O'Neill.
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.
CITIGROUP INC: Issues 3 Series of Securities, Files Docs With SEC
-----------------------------------------------------------------
Citigroup Inc. and Citigroup Funding Inc. filed documents with the
Securities and Exchange Commission in connection with Citi
Funding's issuance of:
-- Callable CMS Spread Range Accrual Notes Due _______ 2030,
at $1,000 per Note
See Pricing Supplement at:
http://ResearchArchives.com/t/s?4cf4
-- 2% Minimum Coupon Principal Protected Notes Based Upon the
S&P 500(R) Index Due ________ 2015, at $10 per Note
See Pricing Supplement at:
http://ResearchArchives.com/t/s?4cf5
See Offering Summary at:
http://ResearchArchives.com/t/s?4cf6
-- Equity LinKed Securities __% Per Annum Based Upon The
Common Stock of Apple Inc. Due 2010, $10.00 per ELKS
See Offering Summary at:
http://ResearchArchives.com/t/s?4cf7
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.
CLARIENT INC: Signs Merger Agreement with Applied Genomics
----------------------------------------------------------
Clarient Inc. entered into an Agreement and Plan of Merger and
Reorganization with Clarient Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary, Applied Genomics, Inc., a
Delaware corporation, certain stockholders of AGI and Robert S.
Seitz, as the representative of the AGI stockholders. In
accordance with the terms of the Merger Agreement, Merger Sub
merged with and into AGI, the separate existence of Merger Sub
ceased and AGI survived the Merger as a wholly-owned subsidiary of
the Company. The closing of the Merger occurred on Dec. 21, 2009.
Upon the closing of the Merger, and in accordance with the terms
of the Merger Agreement:
* each issued and outstanding share of common stock of AGI was
cancelled and converted into the right to receive 0.131516 of a
share of the Company' s common stock, par value $0.01 per share;
* each issued and outstanding share of preferred stock of AGI for
which the holder thereof exercised his, her or its liquidation
preference in accordance with AGI' s certificate of
incorporation was cancelled and converted into the right to
receive 0.432900 of a share of Common Stock;
* each issued and outstanding share of preferred stock of AGI for
which the holder thereof did not exercise his, her or its
liquidation preference in accordance with AGI' s certificate of
incorporation was cancelled and converted into the right to
receive 0.151243 of a share of Common Stock; and
* all outstanding and unexercised options to purchase shares of
common stock of AGI were assumed by the Company and converted
into options to purchase Common Stock at the Common Stock
Exchange Ratio.
As a result of the foregoing, the Company issued an aggregate
of 4,400,000 unregistered shares of Common Stock to the AGI
stockholders upon the closing of the Merger, less:
a) approximately 300,000 Closing Shares reserved for issuance
upon exercise of the Assumed Options;
b) 683,959 Closing Shares reserved to cover AGI's transaction
expenses in connection with the Merger; and
c) 440,000 Closing Shares deposited into an escrow account for a
limited period as a source of indemnity to the Company for
future claims arising out of the Merger, including, but not
limited to, claims against AGI' s stockholders for breaches
of representations, warranties and covenants made by AGI in
the Merger Agreement.
In addition, the Company may be required to issue to the AGI
stockholders as contingent consideration up to 3,200,000
additional shares of Common Stock upon the achievement of certain
milestones set forth in the Merger Agreement.
Gemino Healthcare Waiver
On November 13, 2009, Clarient entered into an amendment to its
credit agreement dated July 31, 2008, with Gemino Healthcare
Finance, LLC. The Company was not in compliance with the minimum
"fixed charge coverage ratio" covenant as of September 30, 2009.
Under the amendment, the Company obtained a waiver of non-
compliance from Gemino Healthcare. The Amendment extended the
maturity date of the Gemino Facility from January 31, 2010, to
January 31, 2011.
About Clarient
Clarient, Inc., and its wholly owned subsidiaries comprise an
advanced oncology diagnostic services company, headquartered in
Aliso Viejo, California.
At September 30, 2009, the Company had $51,316,000 in total assets
against total current liabilities of $14,153,000, long-term
capital lease obligations of $806,000, deferred rent and other
non-current liabilities of $3,177,000, and redeemable Series A
convertible preferred stock of $38,586,000; resulting in
stockholders' deficit of $5,406,000.
COMSTOCK HOMEBUILDING: Stonehenge Funding Acquires JPMorgan Debt
----------------------------------------------------------------
Stonehenge Funding, LC, an entity wholly owned by Christopher
Clemente, the Chairman and Chief Executive Officer of Comstock
Homebuilding Companies, Inc., on December 23, 2009, completed the
purchase of a senior unsecured note in the current outstanding
amount of $9,000,000.00, plus accrued and unpaid interest, as more
particularly described in the Amended and Restated Indenture
between the Company and JP Morgan Ventures dated March 14, 2008.
The purchase of the JP Morgan Debt also resulted in the transfer
to Stonehenge of a warrant previously issued to JPMV for the
purchase of 1,500,000 shares of the Company's Class A Common
Stock.
Gregory Benson, a member of the Company's Board of Directors and
the Company's Chief Operating Officer, subsequently purchased a
participation interest from Stonehenge.
In connection with the purchase of the JP Morgan Debt from JPMV,
Stonehenge and the Company entered into two separate Subordination
and Standstill Agreements for the benefit of the Company, and its
secured lenders, Key Bank, N.A. and Guggenhiem Corporate Funding.
The Subordination Agreements allow for Stonehenge and the Company
to negotiate permanent modifications to the terms of the JP Morgan
Debt and provide the Secured Lenders assurances that the Company
will not make any cash payments to Stonehenge prior to the full
repayment of loans to the Secured Lenders in connection with the
Company's Eclipse and Penderbrook projects. The Secured Lenders
have previously agreed to modify the release provisions of the
Secured Loans to provide the Company with enhanced cashflow from
settlements of units at those projects, subject to certain
conditions being met by the Company.
Receipt of a Default Notice and certain additional details related
to the JP Morgan Debt were previously reported by the Company in
May 2009.
Effective January 1, 2010, Comstock Homebuilding Cos. entered into
a new license software agreement with I-Connect, L.C., an entity
in which Mr. Benson, has an indirect ownership interest, for the
use of I-Connects proprietary Builder's Co-Pilot software.
Pursuant to the terms of the Agreement, I-Connect has agreed to
forgive approximately $12,000 in delinquent payments in exchange
for a warrant to purchase up to 6000 shares of the Company's Class
A common stock at a strike price equal to the average of the
closing stock price for the 20 days immediately preceding the
effective date of the Agreement and the Company will agree to make
reduced monthly payments of $6000 for the use of the software for
a term of 24 months.
By January 15, 2010, Comstock Property Management, L.C., a
subsidiary of Comstock Homebuilding Cos. Companies, Inc., will
have agreed to enter into a new three year lease with Comstock
Asset Management, L.C., an entity wholly owned by Mr. Clemente,
for the use of 9139 square feet of office space at the Company's
existing headquarters. Pursuant to the terms of a separate early
termination of Lease by and between CAM and the Company, the
Company has agreed to surrender 15,714 square feet of space to CAM
in exchange for (i) CPM's agreement to enter into the Lease for
the reduced space and at a reduced rate; and (ii) the issuance of
a warrant to purchase up to 55,000 shares of the Company's Class A
common stock at a strike price equal to the average of the closing
stock price for the 20 days immediately preceding the effective
date of the Lease Termination in exchange for the forgiveness of
$110,000 in delinquent rent.
On November 25, 2009, the Company received notice from The NASDAQ
Stock Market LLC that the Company had regained compliance with the
stockholders' equity requirement in Listing Rule 5550(b)(1) and
that the NASDAQ Listing Qualifications Panel had determined to
continue the listing of the Company's securities on The NASDAQ
Capital Market.
Bankruptcy Warning
At September 30, 2009, the Company had $94,526,000 in total assets
against $91,950,000 in total liabilities. At September 30, 2009,
the Company had $152,384,000 in accumulated deficit and
shareholders' equity of $2,576,000.
In its Form 10-Q filing with the Securities and Exchange
Commission for the period ended September 30, 2009, Comstock
disclosed that at September 30, 2009, the Company and its
subsidiaries had $9.6 million of debt which had either already
matured or have payment obligations during the remainder of 2009.
Net of the debt related to the Wachovia and M&T Bank foreclosure
agreements executed in the third quarter of 2009, the Company is
the guarantor of $54.5 million of debt including that of
subsidiaries. "As a result, any significant failure to negotiate
renewals and extensions to its debt obligations would severely
compromise the Company's liquidity and would jeopardize the
Company's ability to satisfy its capital requirements. This
inability to meet our capital requirements could result in our
need to seek bankruptcy protections either for certain subsidiary
entities or for Company as a whole," Comstock said.
Comstock retained external consultants in the second quarter of
2008 to act as a financial advisor to the Company in exploring
debt restructuring and alternatives for raising additional capital
for the Company. In connection with the exploration of available
debt restructuring alternatives, the Company then elected to cease
making certain scheduled interest or principal curtailment
payments while it attempted to negotiate modifications or other
satisfactory resolutions with its lenders. During 2008 the
Company reported several loan covenant violations and notices of
default from several of its lenders. The violations and notices
led to foreclosures of certain assets and have resulted in certain
guarantee enforcement actions being initiated against the Company
where no foreclosures have taken place. Many of the Company's
loan facilities contain Material Adverse Effect clauses which, if
invoked, could create an event of default under those loans. In
the event certain of the Company's loans were deemed to be in
default as a result of a Material Adverse Effect, the Company's
ability to meet its cash flow and debt obligations would be
compromised. During the fourth quarter of 2008 the Company
discontinued its relationship with its external advisory
consultants. The Company continued to negotiate with its lenders
into 2009 and has continued to report debt restructurings as they
occur.
Strategic Realignment Plan
Due to the extended nature of the economic conditions affecting
the home building industry the Company, in early 2009, formulated
and began implementing its Strategic Realignment Plan, a strategy
for eliminating debt and settling obligations of the Company with
the goal of refocusing the Company's operations on key projects in
its core market of Washington, DC and Raleigh, NC while reaching
amicable agreements with all of the Company's major creditors
before year end 2009 to position the Company for improved
operating results in 2010 and beyond.
As of September 30, 2009, the company had successfully negotiated
settlements with most of its secured lenders regarding a majority
of the loans guaranteed by the Company and had reduced the
outstanding balance of overall debt from $102.8 million at
December 31, 2008, to $83.4 million at September 30, 2009. In
most cases the Company was released from the obligations under
each subject loan in return for its agreement not to contest the
foreclosure of the real estate assets that it wished to dispose of
and that secured each subject loan. In certain cases the Company
provided the lender a non-interest bearing deficiency note in an
amount equal to a small fraction of the original debt with a term
of three years. Due to the time required to complete the
requisite foreclosures on certain real estate assets, the
foreclosure actions were not all complete at September 30, 2009
and will occur in future periods.
Fifth Third Bank Forbearance
On November 10, 2009, Comstock Homes of Raleigh, LLC, and Comstock
Homebuilding Cos. entered into a Forbearance and Conditional
Release Agreement with Fifth Third Bank, an Ohio banking
corporation, with respect to the $1.3 million outstanding
principal under the Borrower's secured Brookfield project loan.
Under the terms of the Agreement, the Lender has released the
Borrower from its obligations relating to the Loan contemporaneous
with the execution by the Borrower of statutory foreclosure
waivers allowing for the expeditious foreclosure of the single
family building lots secured by the Loan. If the Lender
successfully forecloses on the Collateral by February 28, 2010,
subject to extension, the Lender shall receive a non-interest
bearing unsecured deficiency note in the amount of $25,000 with a
three-year term from the Company. The Deficiency Note shall be
fully subordinate to the repayment of the secured lenders of the
Company's subsidiaries. Should the Lender fail to foreclose on
the Collateral on or before February 28, 2010, subject to
extension, the Company will not be required to deliver the
Deficiency Note but the release issued by the Lender will
nevertheless remain effective upon its eventual foreclosure of the
Collateral.
About Comstock Homebuilding
Established in 1985, Comstock Homebuilding Companies, Inc.
(Nasdaq: CHCI) -- http://www.comstockhomebuilding.com/-- is a
publicly traded, diversified real estate development firm with a
focus on a variety of for-sale residential products. The company
currently actively markets its products under the Comstock Homes
brand in the Washington, D.C. and Raleigh, N.C. metropolitan
areas.
COOPER-STANDARD: Hearing on Plant Sale to Sanoh on Jan. 20
----------------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors seek
approval from the U.S. Bankruptcy Court for the District of
Delaware to sell certain assets to Sanoh America Inc. for $3.534
million.
The assets include a real property situated at 701 E. Lugbill
Road, in Archbold, Ohio, where the Debtors' manufacturing plant
is located.
The Archbold plant had been closed since March 2009. All the
Debtors' employees at the plant had either been terminated or
relocated.
"Given the cost to the Debtors of maintaining, preserving and
securing the Archbold plant and because the [plant] does not
produce any positive cash flow for the Debtors' estates, failure
to sell the assets will result in the assets continuing to
negatively affect the cash flow of the Debtors' estates," says
Drew Sloan, Esq., at Richards Layton & Finger P.A., in
Wilmington, Delaware.
The deal is formalized in a 20-page agreement between Sanoh
America and Cooper-Standard Automotive FRS Inc., a copy of which
is available for free at http://researcharchives.com/t/s?4cdd
The key terms of the agreement are:
(1) The purchase price for the acquired assets is $3.534
million.
(2) The closing of the sale should take place within three
days after issuance of the sale order if the order is
immediately effective upon entry and no automatic stay of
execution should apply with respect to the order. In the
event that the order is not immediately effective, then
the closing should occur within three days following the
expiration of the 14-day appeal period following the entry
of the order. If the order has been appealed or a stay
has been instituted, then the closing should occur within
three days after the stay is lifted or the appeal is fully
and finally adjudicated.
(3) The assets include, among other things:
* All equipment, furniture and personal property located
on the premises and identified on the Debtors' asset
list.
* The real property where the manufacturing plant is
located, and all building, structures, improvements and
all appurtenances related thereto.
* All books, records and files, in whatever form relating
to the equipment, the premises and CSA FRS' use and
operation but excluding employee records and other
assets, which include CSA FRS' interest in assets
that were used in connection with the Archbold plant
before 12:01 a.m. on the closing date. The excluded
assets are employment agreements, Union Agreements,
employee benefit plans and employee pension plans.
* All licenses, permits, approvals, variances, waivers or
consents to the extent transferable and assignable,
issued by any foreign, United States, state or local
government entity or municipality or subdivision thereof
or any authority, department, commission, board, bureau,
agency, court or instrumentality and used in or
necessary to the operation of the assets.
(4) The sale agreement may be terminated by mutual written
consent of Sanoh and CSA FRS at any time prior to the
closing; by Sanoh in the event a sale order acceptable to
it has not been entered by January 31, 2010, among others.
(5) A $50,000 deposit to be held in escrow. Upon termination
of the sale agreement by either Sanoh or CSA FRS, the
deposit should be remitted to Sanoh.
(6) Sanoh and CSA FRS should allocate the purchase price
among the assets in accordance with the requirements of
Section 1060 of the Internal Revenue Code and the Treasury
regulations promulgated thereunder. Sanoh should provide,
within 180 days after the closing, the allocation of the
purchase price to CSA FRS and if CS FRS objects to the
allocation, they should resolve the objection by binding
arbitration in accordance with the American Arbitration
Association.
In a declaration filed in Court, David Hocker, Global Director-
Properties & Facilities of Cooper-Standard Automotive Inc., says
they opted for a private sale of the assets because they do not
believe they will receive a better offer through a public
auction.
"Given that the purchase price to be received is de minimis in
value as compared to the overall value of the Debtors' estates,
the cost attendant with such an auction process would not be
cost-effective and would greatly diminish the amount of proceeds
that the Debtors are realizing as a result of the sale of the
assets," Mr. Hocker says.
The Court will hold a hearing on January 20, 2010, to consider
approval of the sale. Deadline for filing objections is January
13, 2010.
About Cooper-Standard
Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry. Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share. The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.
Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.
Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors. Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor. Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.
The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.
Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard
Bankruptcy News. The newsletter tracks the Chapter 11 and CCAA
proceedings undertaken by Cooper-Standard Holdings Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000)
COOPER-STANDARD: Proposes to Pay Fees to Akin Gump
--------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors ask the
U.S. Bankruptcy Court for the District of Delaware to approve the
payment of fees and reimbursement of expenses of Akin Gump
Strauss Hauer & Feld LLP.
Akin Gump serves as the legal counsel for a group of holders of
the Debtors' 7% Senior Notes due 2012 and 8 3/8% Senior
Subordinated Notes due 2014. The firm was retained by the
noteholders in connection with the ongoing negotiations on the
terms of the Debtors' Chapter 11 plan of reorganization that
would involve a rights offering backstopped by the noteholders.
The negotiation is expected to be completed and a Chapter 11 plan
is expected to be filed before the end of January 2010.
"The Debtors believe that payment of the fees and expenses is
fair, reasonable and appropriate in light of the value
anticipated to be received by the Debtors in the form of a
commitment of the [noteholders] to assist the Debtors in their
emergence from chapter 11," says Drew Sloan, Esq., at Richards
Layton & Finger P.A., in Wilmington, Delaware.
"The [noteholders'] reliance on one lead counsel, Akin Gump, will
reduce the fees and expenses that would otherwise be incurred if
multiple counsels were retained," Mr. Sloan says in court papers.
The proposed payment includes an advance payment of $250,000 to
Akin Gump to cover its fees and expenses. The terms of the
payment are detailed in Akin Gump's December 22 letter to CSHI, a
copy of which is available for free at:
http://bankrupt.com/misc/CSHI_FeeletterAkin.pdf
About Cooper-Standard
Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry. Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share. The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.
Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.
Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors. Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor. Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.
The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.
Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard
Bankruptcy News. The newsletter tracks the Chapter 11 and CCAA
proceedings undertaken by Cooper-Standard Holdings Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000)
COOPER-STANDARD: Wants to Hire JLL as Real Estate Advisor
---------------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors seek
court approval to employ Jones Lang LaSalle Michigan LLC as their
real estate consultant effective December 16, 2009.
The Debtors tapped the firm to assist them in analyzing and
evaluating their four leases for real properties located in and
around the Detroit metropolitan area. Specifically, JLL will be
tasked to:
(1) review all leased facilities and determine the Debtors'
ongoing leasing requirements;
(2) identify leasing opportunities advantageous to the Debtors
throughout the Detroit metropolitan area;
(3) negotiate favorable lease terms for the Debtors; and
(4) provide testimony to the Court if necessary.
Timothy Hefferon, CSHI vice-president, general counsel &
secretary, says the firm is well-suited to serve as the Debtors'
real estate consultant because of its extensive experience in
complex Chapter 11 cases, and because of its familiarity with the
Debtors' business and the leased properties.
JLL began working with the Debtors in December to evaluate the
leases and assist them in determining whether to assume or reject
the leases, according to Mr. Hefferon.
Under a December 16 agreement between JLL and the Debtors, JLL's
compensation will be commission-based only. In the event the
Debtors execute a lease for space including a renewal or
extension of a lease, if any, JLL will be entitled to receive a
commission based on the applicable market rates, as is customary
in the commercial leasing industry. These commissions are
generally paid directly by the third party landlords.
The execution and delivery of a lease by the lessor, sublessor or
its agent and the Debtors is the only prerequisite to the earning
of the commission. The Debtors agreed that they will seek to
have the landlord pay the commission and to have any lease
entered into by the Debtors include the Debtors' right to offset
commissions not paid when due against rent under the lease, in
which event the Debtors will pay the commission to JLL, subject
to any holdback required under the Court's prior order approving
interim compensation of professionals.
The Debtors also agreed to indemnify JLL for all claims, losses,
liabilities and expenses in connection with its employment.
A full-text copy of the December 16 agreement is available for
free at http://bankrupt.com/misc/CSHI_JLLAgreement.pdf
In an affidavit, James Becker, market director of JLL, assures
the Court that the firm does not hold or represent interest
adverse to the Debtors' estate and that the firm is a
"disinterested person" under Section 101(14) of the Bankruptcy
Code.
About Cooper-Standard
Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry. Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share. The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.
Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.
Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors. Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor. Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.
The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.
Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard
Bankruptcy News. The newsletter tracks the Chapter 11 and CCAA
proceedings undertaken by Cooper-Standard Holdings Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000)
DANA LEWIS: Files for Chapter 11 Bankruptcy in Ohio
---------------------------------------------------
Kathie Dickerson, staff writer at Coshocton Tribune, reports that
Dana Lewis McDonald's LLC filed for Chapter 11 bankruptcy in the
U.S. Bankruptcy Court Northern Division of Ohio to reorganize its
debts. Dana Lewis McDonald's LLC owns and operates a restaurant.
The Company has about $4.9 million in assets and owes $2.9 million
in notes to FirstMerit Bank. The Company also owes $90,000 in the
aggregate to its unsecured creditors. Judge Russ Kendig handles
the case.
DELTA AIR: Gets FAA Nod to Operate with NWA as Single Airline
-------------------------------------------------------------
More than a year after its merger with Northwest Airlines Corp.
was completed, Delta Air Lines, Inc., got final clearance from
the Federal Aviation Administration to operate as a single
airline -- a significant milestone in the Delta-NWA integration
efforts.
The Single Operating Certificate, which was released by the FAA
on December 31, 2009, essentially allows Delta and NWA, as its
subsidiary, to operate as a single airline. It clears the two
operations to use a single carrier code and combine operations,
following an FAA team's review of Delta's proposed combined
operations, manuals and materials to ensure they meet safety
standards, according to the Atlanta Journal Constitution.
The FAA Single Operating Certificate "means there's one airline
instead of two, [where] everything's merged from a safety
standpoint," FAA spokeswoman Kathleen Bergen told AJC.
The SOC also gave NWA the green light to fully integrate its
planes and flight crews. Specifically, Northwest will operate
using Delta's flight codes and dispatch system, and with the
combined carriers' pilots. Delta Chief Operating Officer Steve
Gorman had stated that the clearance will eliminate the
"invisible curtain between the two certificates" of Delta and NWA
-- in terms of in flight control, aircraft routing and crew
tracking, AJC noted.
As a single operating airline with NWA, Delta is able to
eliminate duplicate technology platforms, consolidate scheduling
systems for pilots, better manage its inventory of seats and
easily shift planes and crews as necessary. By March 2010, Delta
plans to replace separate ticketing systems with a single one.
Visitors to Northwest's Web site will also get redirected to
Delta's, The Wall Street Journal said.
Ultimately, according to Delta, the SOC is expected "to help
unlock billions of dollars in merger benefits," specifying that
annual cost and revenue benefits at a fully integrated airline
could top $2 billion within a few years, the Journal noted.
In the first nine months of 2009, Delta and NWA's combined fleet
of 750 airplanes that fly to more than 360 global destinations
raked in $21.26 billion in revenue. The initial merger benefits
since October 2008 had generated $700 million for Delta in 2009 -
- $200 million more than initially projected -- due to expanded
network and routes and cost-cutting measures implemented through
consolidation of some non-flight operations and forging more
lucrative deals with vendors, according to the Journal.
More than 80% of NWA aircraft have been painted in Delta's
colors. NWA ticket agents and flight crews have been wearing
Delta uniforms since April 2009. Except for Philadelphia
International Airport, all of the terminals where NWA operated
had been rebranded with Delta's logo when 2009 concluded. In
2008, Delta and NWA pilots agreed to integrate the seniority
lists that determine their pay and work benefits.
About Delta Air Lines
With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- became the world's largest airline
following merger with Northwest Airlines in 2008. From its hubs
in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul,
New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year. The merger closed on
October 29, 2008.
Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan. That amended plan took effect May 31, 2007.
Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan. That plan
became effective on April 30, 2007.
(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).
* * *
Delta Air Lines has $44,480,000,000 in assets against total debts
of $43,500,000,000 in debts as of June 30, 2009.
Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's. They also continue to
carry 'B2' corporate family ratings from Moody's.
DELTA AIR: JAL Denies Picking Delta as Alliance Partner
-------------------------------------------------------
Japan Airlines Corp. clarified on January 4, 2010, that it is
"still in talks" with Delta Air Lines Inc. and AMR Corp.'s
American Airlines on potential tie-ups, The Wall Street Journal
reports.
JAL's statement clarifies a report by Japan's Yomiuri Shimbun in
its January 4 evening edition that JAL, alongside state-backed
Enterprise Turnaround Initiative Corporation, decided to pick
Delta as JAL's capital alliance partner. The report added that
by accepting Delta's offer, JAL will become part of Delta's
SkyTeam Alliance "and is now working to terminate tie-up
negotiations with AMR Corp.'s American Airlines."
ETIC is a joint-stock corporation established and authorized by
the Japanese government to provide support for the revitalization
of operations at mid-sized companies, small and medium
enterprises and other businesses, including large corporations
that have revitalization potential but are carrying excessive
debt, JAL noted in an official statement posted at Tokyotomo.com
on October 30, 2009.
The Delta tie-up, as reported by Yomiuri Shimbun, will likely
help JAL in its revival efforts. In comparison, Delta's market
share of trans-Pacific routes linking Japan and North America
stands at 32%, while that of American Airlines amounts to 8%. A
tie-up with Delta will enable JAL, whose market share in these
routes stands at 22%, to slash its own services and boost code
sharing services with Delta, the report specified.
Yomiuri Shimbun's report came after a report by Asahi Shimbun
that the ailing carrier was in favor of partnering Delta.
Specifically, The New York Times' DealBook said that Haruka
Nishimatsu, the president of Japan Airlines, told The Asahi
Shimbun newspaper on Friday he preferred Delta Air Lines as the
carrier's overseas partner to American Airlines.
However, a JAL spokesman told the Journal that the company is
continuing discussions with Delta and American Airlines.
Affirming JAL's statement, Delta spokeswoman Betsy Talton told
Bloomberg News that Delta and its SkyTeam partners remain in
discussions with JAL. "A partnership with SkyTeam provides the
best long-term option for JAL to thrive, with revenue
opportunities that greatly exceed those of its current alliance,"
Ms. Talton said.
In an e-mail to Bloomberg, American Airlines spokesman Charley
Wilson called media reports on JAL's selection of Delta
"inaccurate and misleading," noting that "American continues to
negotiate with JAL . . . [and] many important issues still need
to be considered before a decision is made."
To recall, Delta and AMR went on an intensified bidding battle
wherein the proposing carriers topped the other's rival offer.
American Airlines and its Oneworld alliance partners had proposed
to JAL a stepped up $1.1 billion investment plan that would
include an unspecified capital infusion from private-equity firm
TPG and improved marketing efforts with other Oneworld carriers,
upsetting Delta and Skyteam's offer value "by twice as much."
Through capital infusion offers to ailing JAL, Delta and American
Airline aim to gain access to JAL's routes the U.S. and in China,
Asia's biggest market, and expand their services in the Aisan
region through Asia's largest airline by revenue, according to
reports.
JAL suffered its biggest-ever quarterly net loss of JPY99 billion
or $1 billion in June 2009 quarter due to plummeting demand in a
slumping global economy, and swine flu fears. The debt-ridden
airline also forecasts a net loss of JPY63 billion for 2009 to
March 2010, The Associated Press had reported.
In a separate statement to e-Travel Blackboard on January 4,
2010, JAL had denied liquidation rumors, stating "we aren't
bankrupt" and that ETIC is "presently formulating revitalization
plans for JAL." A decision will be made mid to late January 2010
regarding what form of assistance will be offered by ETIC to JAL,
the statement said, according to e-Travel Blackboard.
JAL said that it requested ETIC to initiate preliminary
consultation to decide whether to restructure or not. Under
ETIC's advice, JAL said it will prepare a restructuring plan at
the earliest opportunity and strive to revitalize its business.
In the interview published on Sunday, JAL's President, Mr.
Nishimatsu told Asahi he opposes the plan to place the cash-
strapped airline in bankruptcy, suggesting tough negotiations
ahead between the airline and state-backed ETIC of Japan. "The
image (of bankruptcy) would affect us and we would lose
customers," Mr. Nishimatsu told the newspaper. "If we lose
recognition from customers, restructuring would be difficult and
this will trouble the ETIC too."
The New York Times, citing Reuters, says ETIC has told JAL's main
creditors it favors a bankruptcy proceeding as part of its rescue
package.
The NY Times, citing Kyodo news agency, says the Japanese
government on Sunday said state-owned Development Bank of Japan
would double its credit line for JAL to JPY200 billion
(US$2.15 billion).
About Delta Air Lines
With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- became the world's largest airline
following merger with Northwest Airlines in 2008. From its hubs
in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul,
New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year. The merger closed on
October 29, 2008.
Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan. That amended plan took effect May 31, 2007.
Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan. That plan
became effective on April 30, 2007.
(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).
* * *
Delta Air Lines has $44,480,000,000 in assets against total debts
of $43,500,000,000 in debts as of June 30, 2009.
Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's. They also continue to
carry 'B2' corporate family ratings from Moody's.
DELTA AIR: AMR to Boost JAL Investment Offer by US$300 Million
--------------------------------------------------------------
Mariko Sanchanta at The Wall Street Journal reports that AMR
Corp.'s American Airlines has increased its investment offer into
troubled Japan Airlines by US$300 million to US$1.4 billion.
Citing people familiar with the situation, the Journal says
American Airlines met with JAL executives on Thursday morning and
sweetened their offer.
A formal announcement on the increased offer is expected next
week, the Journal states.
On December 17, 2009, the Troubled Company Reporter-Asia Pacific,
citing The Wall Street Journal's Mariko Sanchanta and Dow Jones
Newswires' Doug Cameron, reported that American Airlines said it
may increase a proposed capital investment in Japan Airlines and
draw on financial support from other members of their Oneworld
Alliance.
According to the report, Gerard Arpey, chairman and chief
executive of American parent AMR Corp., also offered to make JAL
the airline's "exclusive partner" in the region, as it intensified
efforts to fend off a rival offer from Delta Air Lines Inc.
Early in December, AMR said it could inject US$1.1 billion into
JAL with its partner TPG Inc., the private-equity group, and
support from members of its Oneworld alliance. According to the
Journal, the pledged support had previously been in the form of
logistical and management help for JAL, but Mr. Arpey hinted the
partners could also provide capital.
Delta and its partners in the rival SkyTeam alliance have said
they may revise their proposal to inject US$500 million into JAL
and provide a US$200 million loan and a US$300 million revenue
guarantee. Delta hasn't said whether other SkyTeam members would
inject funds into JAL. The Journal said Richard Anderson, Delta's
CEO, met with Seiji Maehara, Japan's Minister of Land,
Infrastructure, Transport and Tourism, early in December to
explain his company's proposal in more detail.
The Oneworld alliance includes British Airways, Qantas, Cathay
Pacific, Iberia, LAN, Finnair and Mexicana.
About AMR Corp.
Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline. At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.
Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle." American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.
* * *
AMR carries a 'CCC' issuer default rating from Fitch Ratings. It
has 'Caa1' corporate family and probability of default ratings
from Moody's. It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.
About Delta Air Lines
With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- became the world's largest airline
following merger with Northwest Airlines in 2008. From its hubs
in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul,
New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year. The merger closed on
October 29, 2008.
Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan. That amended plan took effect May 31, 2007.
Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan. That plan
became effective on April 30, 2007.
(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).
* * *
Delta Air Lines has $44,480,000,000 in assets against total debts
of $43,500,000,000 in debts as of June 30, 2009.
Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's. They also continue to
carry 'B2' corporate family ratings from Moody's.
About JAL
Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan-
based holding company that is active in five business segments
through its 225 subsidiaries and 82 associated companies. The Air
Transportation segment is engaged in the operation of passenger
and cargo planes. The Air Transportation-Related segment is
engaged in the transportation of passengers and cargoes, the
preparation of in-flight food catering, the maintenance of
aircraft and land equipment, as well as the fueling business. The
Travel Planning and Marketing segment is involved in the planning
and sale of travel packages. The Card and Leasing segment is
engaged in the provision of finance, cards and leasing services.
The Others segment is involved in businesses related to hotels,
resorts, logistics, wholesale, retail, real estate, printing,
construction, manpower dispatch, as well as information and
communication. The Company has numerous global operating
locations.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.
* * *
As reported in the Troubled Company Reporter-Asia Pacific on
December 4, 2009, Standard & Poor's Ratings Services lowered to
'SD' (selective default) from 'CC' its long-term corporate credit
ratings on Japan Airlines Corp. and Japan Airlines International
Co. Ltd., its wholly owned subsidiary, and removed the ratings
from CreditWatch. At the same time, Standard & Poor's maintained
its senior unsecured debt ratings on both companies at 'CCC' and
kept the ratings on CreditWatch with developing implications. On
Sept. 18, 2009, S&P placed the corporate credit and senior
unsecured debt ratings on both companies on CreditWatch with
negative implications and maintained the CreditWatch status on
Oct. 16, 2009, and Nov. 4, 2009. On Nov. 13, 2009, S&P maintained
its CreditWatch status on the corporate ratings on both companies
and revised to developing its CreditWatch status on the senior
unsecured debt ratings.
The TCR-AP reported on Nov. 3, 2009, that Moody's Investors
Service downgraded the long-term debt rating and issuer rating of
Japan Airlines International Co., Ltd., to Caa1 from B1, and will
continue to review both ratings for further possible downgrade.
DEUCE MCALLISTER: Says NMAC Did Little Help Dealership to Succeed
-----------------------------------------------------------------
Holbrook Mohr at BusinessWeek says Duece McAllister claimed that
Nissan Motor Acceptance Corp did little to help his Deuce
McAllister Motors LLC succeed. Mr. McAllister filed a counter
claim to NMAC's suit seeking $1.5 million from his company. He
said NMAC withheld information that the dealership would not be
profitable in his area.
Deuce McAllister is an American football running back who is
currently a free agent. He was drafted by the New Orleans Saints
23rd overall in the 2001 NFL Draft. He is also part owner of a
luxury vehicle dealership in Jackson.
DUBAI WORLD: Unit Seeks Secondary Listing on London Stock Exchange
------------------------------------------------------------------
Simeon Kerr at The Financial Times reports that DP World, a unit
of Dubai World but outside of the holding company's US$22 billion
debt restructuring, has decided to seek a secondary listing on the
London Stock Exchange in an overdue attempt to boost trading in
its shares.
According to the FT, DP World said it will start the listing
process after the publication of its preliminary results in March,
hoping to finalize the listing by the end of the second quarter.
The FT relates DP World has been considering its options for some
time, disappointed at the levels of liquidity achieved on Nasdaq
Dubai.
"DP World needs to list shares on a liquid market -- listing them
on DIFX [Nasdaq Dubai's predecessor] was a mistake," the FT quoted
Majd Shafiq of United Advisors as saying, arguing that access to
greater liquidity generally translates into higher valuations.
"London has always been and will continue to be the hub as far as
Middle East capital markets are concerned and the LSE is the
gravity center within that hub."
6-Month Standstill
The Troubled Company Reporter, citing The Wall Street Journal and
Bloomberg News, ran a story about Dubai World seeking a six-month
standstill on its debt obligations. In a statement obtained by
the Journal and Bloomberg, the government of Dubai said it would
restructure Dubai World and has appointed Deloitte LLP to lead the
restructuring effort, naming an executive at the consultancy as
the group's "chief restructuring officer."
The standstill will immediately affect US$3.52 billion of Islamic
bonds due December 14 from the Company's property unit Nakheel.
Bloomberg News' Arif Sharif and Laura Cochrane said Dubai World
has US$59 billion in liabilities. Bloomberg said Dubai
accumulated US$80 billion of debt by expanding in banking, real
estate and transportation before credit markets seized up last
year.
The Journal said Standard & Poor's in an October report estimated
Dubai World could be responsible for as much as 50% of Dubai's
total government and corporate debt load of some US$80 billion to
US$90 billion.
Large Exposure
As reported by the Troubled Company Reporter-Europe on Dec. 1,
2009, The Wall Street Journal's Chip Cummins, Dana Cimilluca and
Sara Schaefer Munoz, citing a person familiar with the matter,
said that U.K.'s Royal Bank of Scotland Group PLC, HSBC Holdings
PLC, Barclays PLC, Lloyds Banking Group PLC, Standard Chartered
PLC and ING Groep NV of the Netherlands, are among the
international banks that have large exposure in Dubai World.
RBS has lent roughly US$1 billion to Dubai World, another person
said, according to the Journal. Sources also told the Journal
Barclays's exposure to Dubai World is roughly US$200 million, and
that exposure is effectively hedged.
David Robertson at The (U.K) Times reported Credit Suisse has
estimated that European banks could have EUR40 billion
(GBP36 billion) in loans to Dubai and much of this could be at
risk if the Gulf emirate defaults.
The Journal, citing people familiar with the matter, said the
banks with the greatest exposure to Dubai World are Abu Dhabi
Commercial Bank and Emirate NBD PJSC, people familiar with the
matter said.
Dow Jones Newswires' Margot Patrick related that a report by the
Emirates Banks Association said the top eight foreign banks in the
United Arab Emirates by lending volume -- HSBC, Standard
Chartered, Barclays, HSBC, Royal Bank of Scotland's ABN Amro,
Citigroup Inc., BNP Paribas SA, Lloyds and Credit Agricole SA's
Calyon, -- extended about US$36 billion in loans in 2008
throughout the federation, without breaking down the loans by
emirate or type of borrower.
About Dubai World
Dubai World -- http://www.dubaiworld.ae/-- is Dubai's flag bearer
in global investments. As a holding company it operates a highly
diversified spectrum of industrial segments and plays a major role
in the emirate's rapid economic growth. Dubai World's investment
spans four strategic growth areas of 21st Century commerce namely,
Transport & Logistics, Drydocks & Maritime, Urban Development and
Investment & Financial Services. Dubai World's portfolio includes
DP World, one of the largest marine terminal operators in the
world; Drydocks World & Dubai Maritime City designed to turn Dubai
into a major ship-building and maritime hub; Economic Zones World
which operates several free zones around the world including Jafza
and TechnoPark in Dubai; Nakheel the property developer behind
iconic projects such as The Palm Islands and The World among
others; Limitless the international real estate master planner
with current development projects in various parts of the world;
Leisurecorp a global sports and leisure investment group,
reshaping the industry by unlocking value across investment,
development and brand opportunities; Dubai World Africa which
oversees the regional development and portfolio of investments in
the African continent; and Istithmar World, the group's investment
arm that has a global footprint in finance, capital, leisure,
aviation and various other business ventures.
The Sun Never Sets on Dubai World, its Web site says.
EDGE PETROLEUM: Mariner-Sale Plan Declared Effective
----------------------------------------------------
BankruptcyData reports that Edge Petroleum Corp.'s Joint Plan of
Reorganization is now effective, and the Company has emerged from
Chapter 11 protection. As a result, all of the Company's
outstanding common stock and outstanding 5 3/4% Series A
Cumulative Convertible Perpetual Preferred Stock have been
cancelled.
Edge Petroleum and its units on December 31, 2009, closed the
previously announced transaction pursuant to which Mariner Energy,
Inc. had agreed to purchase substantially all of the Company's
assets. The Assets purchased by Mariner include all of the
Company's ownership interest in its direct and indirect
subsidiaries, including Edge Petroleum Exploration Company, Miller
Exploration Company, Edge Petroleum Operating Company, Inc., Edge
Petroleum Production Company and Miller Oil Corporation.
Edge Petroleum Corporation (Nasdaq:EPEX) (Nasdaq:EPEXP) is a
Houston-based independent energy company that focuses its
exploration, production and marketing activities in selected
onshore basins of the United States.
At September 30, 2009, the Company had total assets of
$247.5 million, total liabilities of $244.2 million, and a
stockholders' deficit of $3.3 million.
Edge Petroleum filed for Chapter 11 on October 2, 2009 (Bankr.
S.D. Tex. Case No. 09-20644). The Company has retained Akin Gump
Strauss Hauer and Feld as legal counsel, Jordan, Hyden, Womble,
Culbreth & Holzer, P.C., as local counsel, and Parkman Whaling LLC
as financial advisor. Kurtzman Carson Consultants LLC serves as
claims and notice agent.
EMPIRE RESORTS: Joseph D'Amato Becomes Chief Executive Officer
--------------------------------------------------------------
Empire Resorts, Inc.'s Board of Directors on December 24, 2009,
appointed Joseph A. D'Amato, the Company's Chief Financial
Officer, to replace Joseph E. Bernstein as Chief Executive Officer
of the Company effective January 1, 2010.
The term of the employment agreement, dated June 1, 2009, between
Mr. Bernstein and Empire Resorts expired December 24 in accordance
with its terms. As a result of the expiration of his employment
agreement, Mr. Bernstein ceased to serve as CEO.
In connection with Mr. D'Amato's appointment as Chief Executive
Officer, the Company entered into an Amended and Restated
Employment Agreement with Mr. D'Amato, effective January 1, 2010.
The Employment Agreement provides for a term ending on January 1,
2013, unless Mr. D'Amato's employment is earlier terminated by
either party in accordance with the provisions thereof.
Mr. D'Amato will receive a base salary at the rate of $350,000 per
year for the term of the Employment Agreement and will be entitled
to participate in any annual bonus plan maintained by the Company
for its senior executives on such terms and conditions as may be
determined from time to time by the Compensation Committee of the
Board of Directors of the Company. Mr. D'Amato is also entitled
under the Employment Agreement to receive a payment of $10,000 for
relocation expenses, provided that if Mr. D'Amato terminates his
employment under certain circumstances with 12 months he will be
required to reimburse the Company for such relocation expenses.
In the event that the Company terminates Mr. D'Amato's employment
with Cause (as defined in the Employment Agreement) or Mr. D'Amato
resigns without Good Reason (as defined in the Employment
Agreement), the Company's obligations are limited generally to
paying Mr. D'Amato his base salary through the termination date.
In the event that the Company terminates Mr. D'Amato's employment
without Cause or Mr. D'Amato resigns with Good Reason, the Company
is generally obligated to continue to pay Mr. D'Amato's
compensation for the lesser of (i) 18 months or (ii) the remainder
of the term of the Employment Agreement. In the event that the
Company terminates Mr. D'Amato's employment without Cause or Mr.
D'Amato resigns with Good Reason on or following a Change of
Control (as defined in the Employment Agreement), the Company is
generally obligated to continue to pay Mr. D'Amato's compensation
for the greater of (i) 24 months or (ii) the remainder of the term
of the Employment Agreement. In each case, the vesting of the
options granted to Mr. D'Amato pursuant to his prior employment
agreement with the Company would be accelerated, which options
would remain exercisable through the remainder of its original 5
year term.
Mr. D'Amato, 61, had served as CFO of the Company since September
2009. Prior to his employment with the Company, Mr. D'Amato most
recently served as the Chief Executive Officer of Mount Airy
Casino Resort in Pennsylvania, from 2007 to 2009, and as Chief
Financial Officer of the Seneca Gaming Corporation in Western New
York from 2002 to 2005 and as its Chief Operating Officer from
2005 to 2007. During his earlier career in the gaming industry,
Mr. D'Amato served in various executive capacities with the Trump
Entertainment, Park Place and Golden Nugget organizations. From
1970-1975, Mr. D'Amato was a Senior Auditor at Ernst & Young. Mr.
D'Amato has participated in raising over $2 billion in the public
and bank finance markets, and has extensive experience with
Sarbanes Oxley and the filing requirements and regulations of the
Securities & Exchange Commission. He has been a CPA in New Jersey
and Pennsylvania and received an MS in Taxation from Widener
University in 1985, an MBA (Finance) from LaSalle University in
1978, and a BS in Business Administration from LaSalle University
in 1970.
Going Concern Doubt
At September 30, 2009, the Company's consolidated balance sheets
showed $51.3 million in total assets and $78.7 million in total
current liabilities, resulting in a $27.4 million shareholders'
deficit.
The Company says its ability to continue as a going concern is
dependent upon a determination that it did not have the obligation
to repurchase its $65 million of 5-1/2% senior convertible notes
on July 31, 2009, and/or its ability to arrange financing with
other sources to fulfill its obligations under a loan agreement
with The Park Avenue Bank of New York. The Company is continuing
efforts to obtain financing, but there is no assurance that it
will be successful in doing so. The Company believes these
factors, as well as continuing net losses and negative cash flows
from operating activities, raise substantial doubt about its
ability to continue as a going concern.
On November 9, 2009, Empire Resorts received a notice from The
Bank of New York Mellon Corporation, as indenture trustee under
that certain indenture, dated as of July 26, 2004, by and among
the Company, the Trustee and certain guarantors named therein.
The Notice asserted that an event of default has occurred and is
continuing, which has not been waived, as a result of the
Company's failure to pay the principal amount of the Company's
5-1/2% senior convertible notes, plus accrued and unpaid interest
and liquidated damages, upon the purported timely exercise of
certain put rights under the Indenture.
About Empire Resorts
Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empiresorts.com/
-- owns and operates the Monticello Casino & Raceway, a harness
racing track and casino located in Monticello, New York, and 90
miles from midtown Manhattan.
ERA MAE BARNES: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Era Mae Barnes Cotton Farm Limited Partnership, L.L.P.
25816 S. Ellsworth Road
Queen Creek, AZ 85242
Bankruptcy Case No.: 10-00159
Chapter 11 Petition Date: January 5, 2010
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Judge: Sarah Sharer Curley
Debtor's Counsel: Bradley Jay Stevens, Esq.
Jennings, Strouss & Salmon, P.L.C.
The Collier Center, 11th Floor
201 East Washington Street
Phoenix, AZ 85004-2385
Tel: (602) 262-5955
Fax: (602) 495-2729
Email: bstevens@jsslaw.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
6 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/azb10-00159.pdf
The petition was signed by Euell Lyle Barnes, general partner of
the Company.
EVAN'S DEDICATED: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Evan's Dedicated Systems, Inc., a California corporation
6279 E. Slauson Avenue, Suite 205
Los Angeles, CA 90040
Bankruptcy Case No.: 10-10354
Chapter 11 Petition Date: January 5, 2010
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Thomas B. Donovan
Debtor's Counsel: Evan D. Smiley, Esq.
Weiland, Golden, Smiley et. al
650 Town Center Dr., Ste 950
Costa Mesa, CA 92626
Tel: (714) 966-1000
Email: esmiley@wgllp.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/cacb10-10354.pdf
The petition was signed by Cleo Evans, chief executive officer of
the Company.
FREMONT GENERAL: Investor Polishes Ch. 11 Plan
----------------------------------------------
Law360 reports that New World Acquisition LLC has burnished its
Chapter 11 reorganization plan for Fremont General Corp. to take
advantage of new tax breaks available to the fallen subprime
lender and offer alternative treatment for certain noteholders,
strengthening its hand against competing plans filed by the
debtor, unsecured creditors and equity holders.
Based in Santa Monica, California, Fremont General Corp. (OTC:
FMNTQ) -- http://www.fremontgeneral.com/-- was a financial
services holding company with $8.8 billion in total assets at
September 30, 2007. Fremont General ceased being a financial
services holding company on July 25, 2008, when its wholly owned
bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont
Investment & Loan) completed the sale of its assets, including all
of its 22 branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.
Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421). Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's noticing
agent and claims processor. Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represent the Official Committee of Unsecured
Creditors as counsel. Fremont's formal schedules showed
$330,036,435 in total assets and $326,560,878 in total debts.
GENERAL MOTORS: Chairman Whitacre Predicts Profit in 2010
---------------------------------------------------------
Sharon Terlep at Dow Jones Newswires and Neal E. Boudette at The
Wall Street Journal reports that General Motors Co. chairman
Edward E. Whitacre Jr. predicts the Company will make money in
2010. The report considers the forecast "bold and surprising,"
noting that GM hasn't turned an annual profit since 2004.
According to the report, Mr. Whitacre's profit prediction is based
on a bet that consumer access to credit will improve and the job
market will strengthen. All are factors that sent car sales to
historic lows in 2009. GM's sales plunged almost 30% in 2009.
According to the report, Mr. Whitacre told reporters at GM's
Detroit headquarters on Wednesday that he and his management team
worked out a business plan in December that calls for increased
U.S. market share in 2010, and set targets for share, profit per
vehicle and other measurements for all regions around the world.
He promised to hold executives accountable for meeting their
goals.
The Journal relates that according to Erich Merkle, an analyst at
Autoconomy.com in Grand Rapids, Michigan, GM has a good chance of
making money this year as long as the economy stays on the mend.
"GM's sales are going to rise, and the macroeconomy will provide
the tailwind it needs to return to profitability," Mr. Merkle
said. "GM has been in restructuring mode and you can't
underestimate the overhead and cost structure that has been taken
out."
The report notes that other automakers are also optimistic.
According to the report, Ford Motor Co. reported almost $1 billion
in net income in the third quarter and now expects to be "solidly
profitable" by 2011, although it hasn't given a specific forecast
for 2010. Toyota Motor Corp. and Honda Motor Co. recently
brightened their financial forecasts for their current fiscal
years. Chrysler Group LLC, which like GM was restructured in a
government-financed bankruptcy, has forecast it will break even in
2010 and make money in 2011, the report says.
CEO Search Continues
According to Ms. Terlep and Mr. Boudette, Mr. Whitacre also told
reporters on Wednesday that the Company's new chief financial
officer, Chris Liddell, could be a candidate to become CEO. Mr.
Whitacre added "that's up to the board" and noted the search for a
permanent boss is still in its early stages.
Mr. Liddell joined GM from Microsoft.
Ms. Terlep and Mr. Boudette report that someone familiar with the
situation said Mr. Whitacre on Wednesday afternoon called GM's
search firm, Spencer Stuart, and said he saw Mr. Liddell only as a
potential CEO someday, "but not now,". As a result, GM will
continue to seek other candidates. But "there is no rush" to
complete the CEO search quickly, the report's source said.
The report notes that a Spencer Stuart spokesman declined to
comment Wednesday. The report relates Mr. Whitacre has said he
may hold the acting CEO title for as long as a year.
Another source, according to Ms. Terlep and Mr. Boudette, said
during GM's search for a new finance chief, GM considered only
"people who could do more than finance," Several former CEOs of
GM held the top finance job before they entered the corner office,
the report notes.
Mr. Liddell "aspires to do more than finance," the source said,
according to the report. But at no point during GM's courtship
did Mr. Whitacre promise Mr. Liddell that he might be a candidate
to replace him as CEO, this person added, according to the report.
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 US$107.45 billion in total assets
against US$135.60 billion in total liabilities.
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026). General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.
The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts. Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company. GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel. Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors. GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.
Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
GENERAL MOTORS: Ecclestone, Genii Capital to Make Joint Saab Bid
----------------------------------------------------------------
Adam Ewing and Ola Kinnander at Bloomberg News reports that
Formula One tycoon Bernie Ecclestone and partner Genii Capital are
among bidders that are making last-ditch efforts to buy General
Motors Co.'s Saab unit as the sale deadline passed.
Genii Capital plans to hand in a cash offer, Bloomberg says,
citing Lars Carlstroem, the Swedish investor who is working with
Genii.
Bloomberg relates Genii Capital said in an e-mailed statement
yesterday that the company "has decided that given an adequate and
short timeframe for finalizing its offer, it will aggressively
work towards a successful closing of the transaction with all the
relevant stakeholders of the company."
According to Bloomberg, Genii said it will bid for a majority
stake in Saab together with Ecclestone.
"It's a good brand," Bloomberg quoted Mr. Ecclestone as saying in
a phone interview. "It's a good brand that has probably been
neglected by the current owners. We don't own it yet, so let's
see what happens."
Bloomberg recalls GM Chief Executive Officer Ed Whitacre told a
roundtable of reporters Jan. 6 that it is proceeding with its
decision to close Saab. According to Bloomberg, Mr. Whitacre said
no qualified buyer has emerged and GM doesn't foresee a sale.
"It's real easy -- show up with the money and you can have it,"
Mr. Whitacre said when asked whether GM had made a good-faith
effort to sell Saab, according to Bloomberg.
Bloomberg notes Saab board member Haakan Danielsson said an
interview the unit is expected to hold a board meeting today,
Jan. 8, where it will examine if it can restart production Jan. 11
after a four-week break. Mr. Danielsson, as cited by Bloomberg,
said board members may also discuss any possible new bids for
Saab.
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 US$107.45 billion in total assets
against US$135.60 billion in total liabilities.
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026). General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.
The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts. Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company. GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel. Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors. GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.
Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
GENERAL MOTORS: To Sell Nexteer Automotive Business
---------------------------------------------------
General Motors Co. said Thursday it intends to pursue the sale of
its Nexteer Automotive business.
Reuters notes Nexteer is the steering division that GM took back
from former parts subsidiary Delphi Corp last year. GM bought
back Delphi's global steering operations and its four other U.S.
plants in October under a plan to support Delphi's reorganization
in bankruptcy.
GM, in a statement, said it recognizes the value of the global
steering and driveline operations and seeks to realign Nexteer as
a wholly independent entity, thus better positioning its business
for growth among a wide range of global OEM customers.
The sales process will begin immediately. GM intends to identify
suitable potential buyers and conclude a transaction as soon as is
practical.
Reuters says Nexteer has more than 6,200 employees and 15
manufacturing plants in North and South America, Europe and Asia.
Reuters says Nexteer's customers include GM, Fiat SpA (FIA.MI),
Ford Motor Co (F.N), Toyota Motor Corp (7203.T), Chrysler Group
LLC, PSA Peugeot Citroen, as well as automakers in India, China
and South America. Sales to GM account for almost half of its
sales. Its global revenues topped $2 billion in 2008.
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 US$107.45 billion in total assets
against US$135.60 billion in total liabilities.
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026). General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.
The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts. Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company. GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel. Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors. GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.
Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
GENERAL MOTORS: Spyker Submits New Bid for Saab Unit
----------------------------------------------------
Ola Kinnander at Bloomberg News reports that Spyker Cars NV Chief
Executive Officer Victor Muller said the company has submitted its
bid for General Motors Co.'s Saab unit in Sweden.
"Now there's nothing more we can do, we just have to wait and
see," Bloomberg quoted Mr. Muller as saying. "Whoever is the
shepherd of Saab, the main thing is that it survives."
Bloomberg recalls negotiations to sell Saab to Spyker, headed by
Mr. Muller, collapsed Dec. 18 and Spyker submitted a second offer
December 20, which it revised yesterday.
Bloomberg notes Mr. Muller said the Dutch super-car maker hasn't
yet heard back from GM.
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 US$107.45 billion in total assets
against US$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)
GRUBB & ELLIS: Units Amends Terms of $42.5 Mil. Loan Facility
-------------------------------------------------------------
GERA Abrams Centre LLC and GERA 6400 Shafer LLC, subsidiaries of
Grubb & Ellis Company, modified the terms of a $42.5 million loan
initially due on July 9, 2009, by and among the Borrower and
Tremont Net Funding II, LLC under that certain:
i) Deed of Trust, Security Agreement, Assignment of Rents and
Fixture Filing, dated as June 15, 2007, which grants Lender
a first priority lien on that certain property located at
9330 LBJ Freeway, Dallas, Texas 75231; and
ii) Mortgage, Security Agreement, Assignment of Rents and
Fixture Filing, dated as of June 15, 2007, which grants
Lender a first priority lien on that certain property
located at 6400 Shafer Court, Rosemont, Illinois.
The Amendment to the Loan provides, among other things, for an
extension of the term of the Loan until March 31, 2010. In
addition, the principal balance of the Loan was reduced from
$42.5 million to $11.0 million in connection with the transfer of
the Shafer Property from the Borrower to an affiliate of Lender
for nominal consideration pursuant to a special warranty that was
recorded on Dec. 29, 2009.
About Grubb & Ellis Company
Named to The Global Outsourcing 100(TM) in 2009 by the
International Association of Outsourcing Professionals(TM), Santa
Ana, California-based Grubb & Ellis Company (NYSE: GBE) --
http://www.grubb-ellis.com/-- claims to be one of the largest and
most respected commercial real estate services and investment
companies in the world. Its 6,000 professionals in more than 130
company-owned and affiliate offices draw from a unique platform of
real estate services, practice groups and investment products to
deliver comprehensive, integrated solutions to real estate owners,
tenants and investors.
Grubb & Ellis Company reported an upside-down balance sheet at
September 30, 2009. The Company had total assets of $342,178,000
against total liabilities of $357,948,000 at September 30. The
Company said stockholders' deficit attributable to Grubb & Ellis
was $16,410,000; non-controlling interests were $640,000; and
total deficit was $15,770,000 at September 30.
As reported by the Troubled Company Reporter, Grubb & Ellis on
October 1, 2009, obtained an amendment to its senior secured
revolving credit facility which, among other things, modifies and
provides the Company an extension from September 30, 2009, to
November 30, 2009, to (i) effect its recapitalization plan and in
connection therewith to effect a prepayment of at least 72% of the
Revolving Credit A Advances, and (ii) sell four commercial
properties, including the two real estate assets that the Company
had previously acquired on behalf of Grubb & Ellis Realty
Advisors, Inc.
HAEMACURE CORP: Shares to Be Delisted From Toronto Stock Exchange
-----------------------------------------------------------------
Haemacure Corporation has received notice from the Toronto Stock
Exchange that its shares will be delisted from the TSX at the
close of the market on February 5, 2010. The delisting results
from the failure by Haemacure to meet the TSX's continued listing
requirements relating, among other things, to the financial
condition of listed companies. In light of its financial
condition, Haemacure does not intend to appeal the decision of the
Continued Listings Committtee of the TSX, as permitted under the
TSX Company Manual, or seek a listing of its shares on another
stock exchange at this time.
Haemacure Corporation -- http://www.haemacure.com/en/-- is a
Canada-based company. It is a bio-therapeutics company developing
human therapeutic proteins for commercialization. The Company's
two human plasma-based products are: Hemaseel HMN, a fibrin
sealant, and Hemaseel Thrombin, an active, absorbable haemostatic
agent, which is in the preclinical stage. Fibrin sealant has
application in hemostasis adhesion and wound healing, adhesion
prevention, aesthetics, combination with biomaterials, drug
delivery, regenerative medicine and skin graft fixation for burn
injuries. The Company also sells two fibrin sealant delivery
devices under the trademarks HemaMyst, which is a double-syringe
applicator, and HemaSyst, which is an aerosol application system.
The Company's wholly owned subsidiary is Haemacure U.S.
HAWAIIAN TELCOM: Stipulation Applying Hawaii General Excise Tax
---------------------------------------------------------------
In light of certain issues that have arisen concerning the
application of the Hawaii General Excise Tax and the Hawaii use
Tax to the services rendered by out-of-state professionals in, or
in connection with, Hawaiian Telcom Communications Inc.'s Chapter
11 cases, these parties entered into a Court-approved stipulation
to implement a process for reporting and payment of those Taxes:
* The Debtors,
* The Department of Taxation of the State of Hawaii,
* Kirkland & Ellis, LLP, co-counsel for Debtors,
* Lazard Freres & Co., LLC, advisor to the Debtor,
* Official Committee of Unsecured Creditors,
* Morrison & Foerster, LLP, co-counsel for the Committee,
* FTI Consulting Inc., advisor to the Committee,
* Lehman Commercial Paper, as Prepetition Lenders' agent,
* Weil, Gotshal & Manges, LLP, Prepetition Lenders' co-
counsel,
* Houlihan Lokey Howard & Zukin Capital Inc., advisor to the
Creditors Committee,
* Goldman Sachs Bank USA, holder of prepetition secured claim,
and
* Cleary Gottlieb Steen & Hamilton LLP, co-counsel for Goldman
The Parties specifically stipulate that:
(1) With respect to the out-of-state professionals retained by
the Debtors, specifically K&E and Lazard:
(a) (i) With respect to postpetition services, either
professionals will each file monthly Hawaii GE tax
returns, reporting the entire amount paid to those
professionals by the Debtors as the value of services
sold for use or consumption in Hawaii, or the Debtors
will file monthly Hawaii Use Tax returns, reporting
the entire amount paid to these professionals by the
Debtors as the value of imported services used or
consumed in Hawaii.
(ii) With respect to prepetition services, either K&E
will file monthly Hawaii OE tax returns, reporting 75%
of the amount paid to K&E by the Debtors during the
one-year period prior to the Petition Date as gross
receipts from services sold for use or consumption in
Hawaii, or the Debtors will file monthly Hawaii Use
Tax returns, reporting 75% of the amount paid to K&E
by the Debtors during that period as the value of
imported services used or consumed in Hawaii. No
returns or payment with respect to any prepetition
services to the Debtors by Lazard Freres, or by any
other out-of-state professional that may have rendered
prepetition professional services to the Debtors in
connection with the Debtors' bankruptcy filings, will
be required.
(b) Returns will be filed for the months of August 2008
through June 2009. The tax returns and tax payments
will be submitted on or before November 30, 2009.
Provided that the tax returns and payments are
submitted by November 30, 2009, no penalties will be
imposed for late filing or late payment and no
interest will be charged or paid on the taxes due.
The filing party may, at its option, combine all 2008
amounts into a monthly return for December 2008, and
combine all 2009 amounts through June reportable into
a monthly return for June 2009.
(c) Starting with the tax returns for July 2009, the Use
Tax Returns filed by Debtors and GE tax returns filed
by the Debtors' professionals will include the value
of imported services. Due dates for filing and
payment will be as provided by law, in accordance with
the rules generally applicable to taxpayers.
(d) For any month for which the Debtors report and pay Use
Tax, K&E or Lazard, as may be applicable, will not be
required to file Hawaii GE Tax returns as a result
of, or with respect to, any services rendered to the
Debtors, regardless of where those services are
performed, where those services are delivered, or
where these services are used or consumed, nor will
K&E or Lazard, as, may be applicable, be required to
pay any Hawaii GE Tax on, or with respect to, amounts
received for those services.
(2) With respect to the out-of-state professionals retained by
the Committee, specifically Morrison & Foerster and FTI,
whose compensation is paid or reimbursed by the Debtors:
(a) either (i) the Debtors will file monthly Hawaii Use
Tax returns, reporting the amounts paid to those
professionals as the value of imported services used
or consumed in Hawaii, or (ii) Morrison & Foerster or
FTI will file monthly Hawaii GE tax returns reporting
the amounts paid to those professionals with respect
to services performed for the Committee as Hawaii
gross income.
(b) The Debtors, Morrison & Foerster and FTI, will file
monthly returns for December 2008 through June 2009.
Those returns, and payment of the taxes will be
submitted on or before November 30, 2009. Provided
that the returns and payment are submitted by Nov. 30,
2009, no penalties will be imposed for late filing or
late payment, and no interest will be charged or paid
on the taxes due. The filing party may, at its
option, combine all 2008 amounts into a monthly return
for the month of December 2008, and combine all 2009
amounts through June into a monthly return for June
2009.
(c) Starting with July 2009, the Debtors or Morrison &
Foerster and FTI, will report the Use Tax. Due dates
for filing and payment will be as provided by law, in
accordance with the rules generally applicable to
taxpayers.
(d) For any month for which the Debtors report and pay Use
Tax, Morrison & Foerster or FTI, as may be applicable,
will not be required to file Hawaii GE Tax returns as
a result of, or with respect to, any services rendered
to the Committee regardless of where those services
are performed, where those services are delivered, or
where these services are used or consumed, nor will
Morrison & Foerster or FTI, as may be applicable, be
required to pay any Hawaii GE Tax on, or with respect
to, amounts received for those services. Nothing in
the stipulation will prohibit Morrison & Foerster or
FTI from seeking reimbursement from the Debtors of
Hawaii GE Tax for any and all periods during which the
Debtors do not pay the Use Tax.
(3) With respect to out-of-state professionals retained by
Lehman Commercial, specifically Weil Gotshal and Houlihan
Lokey, and out-of-state professionals retained by Goldman,
namely Cleary Gottlieb, none of the Parties will be
required to file Hawaii GE or Use Tax returns, or to pay
Hawaii GE or Use Tax, solely by reason of, or with respect
to, the Services provided in connection with the Debtors'
Chapter 11 cases by Weil Gotshal and Houlihan Lokey to
Lehman Commercial or the secured creditors, provided by
Lehman Commercial to the secured creditors, or provided by
Cleary Gottlieb to Goldman, or the amounts paid or
received for these services.
(4) The Debtors or the stipulating professionals will continue
to report the tax returns as set forth under the
Stipulation until the first to occur of:
-- the conclusion of the Debtors' Chapter 11 cases;
-- an order of the Bankruptcy Court expressly requiring
any of the Parties to report or pay in some different
manner;
-- the execution, by the Department of Taxation and
anyone of the stipulating Parties of a new agreement
expressly modifying and superseding the Stipulation
or any portion of it; provided that no new or
modified agreement will be binding with respect to a
party that does not sign that agreement; or
-- a material change in the applicable statutory Hawaii
law, or a published decision of a Hawaii appellate
court interpreting existing law in a way inconsistent
with the parties' Stipulation.
(5) Notwithstanding the termination of the Stipulation with
respect to any stipulating party, the Department of Tax
will not seek to impose or to collect the GE and/or Use
Tax except as provided under the Stipulation and the
enforceability of the Stipulation will survive the closing
of the Debtors' bankruptcy cases.
About Hawaiian Telcom
Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.
The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086). As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).
Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts. The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.
When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.
Bankruptcy Creditors' Service, Inc., publishes Hawaiian Telcom
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Hawaiian Telcom Communications, Inc., and seven of
its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
HAWAIIAN TELCOM: Kirkland Bills $1.14-Mil. for July-September
-------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, eight
more professionals retained in the Debtors' Chapter 11 cases
filed with the Court their third interim fee applications
for the fee period from July 1, 2009 through September 30, 2009:
Firm Fees Expenses
---- ---------- --------
Kirkland & Ellis LLP $1,140,206 $50,893
Deloitte & Touche LLP 292,361 0
Ernst & Young LLP 105,321 0
Lazard Freres & Co. LLC 600,000 15,290
Morrison & Foerster LLP 609,747 94,278
FTI Consulting, Inc. 600,000 47,486
Moseley Biehl Tsugawa Lau & Muzzi 70,373 4,493
Cades Schutte, LLP 242,986 2,119
Ernst & Young further asks the Court to authorize the Debtors to
pay its total unpaid fees and associated excise taxes,
including any unpaid portion of 20% of fees held back from
payment.
Deloitte & Touche included in its requested fees $36,657 in taxes
due from the Debtors.
Kirkland & Ellis is the Debtors' lead counsel while Cades Schutte
is the Debtors' co-counsel. Ernst & Young serves as tax advisor
to the Debtors. Lazard Freres is financial advisor to the
Debtors. Deloitte & Touche acts as the Debtors' auditor.
Morrison & Foerster acts as lead counsel to the Official
Committee of Unsecured Creditors, while Moseley Biehl serves as
co-counsel to Committee. FTI Consulting is the Committee's
financial advisor.
Meanwhile, Subject to agreement between the Official Committee of
Unsecured Creditors and Prepetition Lenders concerning the
appropriate allocation of fees and expenses to unencumbered
assets, Judge King authorized the Debtors to pay FTI Consulting,
Inc.'s interim period from April 1, 2009, through June 30, 2009,
fees for $629,708 and expenses for $21,358, and the holdback
amount.
About Hawaiian Telcom
Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.
The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086). As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).
Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts. The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.
When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.
Bankruptcy Creditors' Service, Inc., publishes Hawaiian Telcom
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Hawaiian Telcom Communications, Inc., and seven of
its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
HAWKEYE RENEWABLES: Files Chapter 11 Plan & Disclosure Statement
----------------------------------------------------------------
Hawkeye Renewables, LLC, et al., have filed joint prepackaged plan
of reorganization and disclosure statement with the U.S.
Bankruptcy Court for the District of Delaware.
Holders of Class 1A - Other Priority Claims will receive, in full
satisfaction, settlement, release, and discharge of, and in
exchange for Other Priority Claim, cash in the full amount of the
claim.
Class 2 - Other Secured Claims will be reinstated and unimpaired,
or each holder of the claim will receive, in full satisfaction,
settlement, release, and discharge of, and in exchange for, the
claim, either (i) cash in the full amount of the claim, including
any postpetition interest accrued; (ii) the proceeds of the sale
or disposition of the collateral securing the claim to the extent
of the value of the holder's secured interest in the collateral,
(iii) the collateral securing the claim and any interest on the
claim required to be paid; or (iv) other distribution as necessary
to satisfy the requirements.
Holders of Classes 3A (consists of the portion of First Lien
Credit Agreement Claims that are Secured Claims against
Renewables) will receive in full and final satisfaction of its
First Lien Credit Agreement Claim its pro rata share of new
secured term loans and Class A Units, Class B Units, and Class C
Units, provided that the Class C Units will be transferred to the
holders of Claims in Class 4A, and if Class 4A accepts the Plan,
the Class B Units will be issued to holders of Class 3A Claims and
then transferred to the holders of Claims in Class 4A. the
holders of claims in Classes 3B (consists of deficiency portion
of the First Lien Credit Agreement Claims against Renewables) and
3C (consists of the First Lien Credit Agreement Claims against
Intermediate) won't receive any property under the Plan.
Class 4A (consists of Second Lien Credit Agreement Claims against
Renewables) and Class 4B consists of the Second Lien Credit
Agreement Claims against Intermediate) will receive in full and
final satisfaction of the Second Lien Credit Agreement Claims
their pro rata share of the Class B Units and the Class C Units
from the holders of claims in Class 3A, provided, if Class 4A
votes to reject the Plan, the holders of the Class 4A Claims won't
receive the Class B Units. The holders of claims in Class 4B
won't receive any property under the Plan.
Class 5A (consists of General Unsecured Claims against Renewables)
and Class 5B (consists of General Unsecured Claims against
Intermediate) won't receive any property under the Plan and will
be cancelled as of the effective date.
Holders of Class 6 - Equity Interests in Renewables are impaired.
Holders of Class 7 - Equity Interests in Intermediate are impaired
and won't receive any property under the Plan and the equity
interests will be cancelled as of the effective date.
The Hon. Kevin J. Carey has set February 5, 2010, as the deadline
for the filing and serving objections to the approval of the
Disclosure Statement, along with the Prepetition Solicitation
Procedures and/or confirmation of the Prepackaged Plan.
Judge Carey will hold on March 3, 2010, a hearing to consider
compliance with disclosure and solicitation requirements and
confirmation of the Plan.
The Court has set a February 18, 2010 deadline for the filing of
objections to the Disclosure Statement and to the Plan.
A copy of the Plan is available for free at:
http://bankrupt.com/misc/HAWKEYE_plan.pdf
A copy of the disclosure statement is available for free at:
http://bankrupt.com/misc/HAWKEYE_disclosurestatement.pdf
http://bankrupt.com/misc/HAWKEYE_disclosurestatement2.pdf
About Hawkeye Renewables
Ames, Iowa-based Hawkeye Renewables, LLC -- dba Iowa Falls Ethanol
Plant, LLC -- filed for Chapter 11 bankruptcy protection on
December 21, 2009 (Bankr. D. Delaware Case No. 09-14461). L.
Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., assist the Company in its restructuring
effort. Blackstone Advisory Partners, LP, is the Company's
financial advisor. Epiq Bankruptcy Solutions, LLC, is the
Company's claims agent. The Company listed $100,000,001 to
$500,000,000 in assets and $500,000,001 to $1,000,000,000 in
liabilities.
INNOTRAC CORP: Receives NASDAQ Deficiency Notice
------------------------------------------------
Innotrac Corporation on January 4, 2010, received a letter from
The NASDAQ Stock Market providing notice that it had not
maintained the continued listing standard for the minimum market
value of publicly held shares of $5 million. MVPHS is the market
value of the Company's publicly held shares, which is calculated
by subtracting all shares held by officers, directors or
beneficial owners of 10% or more of the total shares outstanding.
Approximately 2.4 million, or 19% of Innotrac's total 12.6 million
outstanding shares are included in the MVPHS calculation for the
Company.
Innotrac said the notification has no effect on the listing of the
Company's securities at this time. NASDAQ notified the Company
that for 30 consecutive business days, the Company's common stock
had not maintained a minimum MVPHS of $5 million as required for
continued inclusion on The NASDAQ Global Market by Listing Rule
5450(b)(1)(c). NASDAQ has provided the Company 90 calendar days,
or until April 5, 2010, to regain compliance with this rule. The
Company can achieve compliance with this rule if the MVPHS is at
least $5 million for a minimum of 10 consecutive business days at
any time before April 5, 2010. If the Company does not regain
compliance by April 5, 2010, it may apply for a transfer of its
securities to the NASDAQ Capital Market, which has a MVPHS
requirement of $1 million.
As of January 7, 2009, the Company's MVPHS was approximately
$3.7 million. The Company believes that at this time it would be
able to achieve compliance with the listing criteria of the NASDAQ
Capital Market, although there can be no assurance that this would
continue to be the case.
If the Company is unable to regain compliance with this continued
listing standard or transfer its securities to the NASDAQ Capital
Market, the Company's securities will be delisted from the NASDAQ.
At that time, the Company may appeal the delisting determination
to a Listings Qualifications Panel. In the event the Company was
delisted, the Company's stock could be traded on the Pink Sheets
or OTC Bulletin Board quotation services. A listing on the NASDAQ
Capital Market, as well as trading on the Pink Sheets or the
OTCBB, requires support by market makers and no assurance can be
provided that market makers currently making a market in the
Company's common stock will continue to do so.
About Innotrac
Innotrac Corporation(Nasdaq: INOC) -- http://www.innotrac.com/--
founded in 1984 and based in Atlanta, Georgia, is a full-service
fulfillment and logistics provider serving enterprise clients and
world-class brands. The Company employs order processing and
warehouse management technology and operates seven fulfillment
centers and one call center in six cities spanning all time zones
across the continental United States.
INTERMET CORP: Winds Down Two Virginia Casting Facilities
---------------------------------------------------------
Robert Sherefkin at Crain's Detroit Business says Intermet Corp.
is liquidating two Virginia casting plants, Lynchburg Foundry Co.
and New River Foundry.
Based in Fort Worth, Texas, Intermet Corp. designs and
manufactures machine precision iron and aluminum castings for the
automotive and industrial markets. The Company and its debtor-
affiliates filed for Chapter 11 protection on August 12, 2008
(D. Del. Case Nos. 08-11859 to 08-11866 and 08-11868 to 08-11878).
Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Michael E.
Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New
York, serve as the Debtors' counsel. James E. O'Neill, Esq.,
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the
Debtors' co-counsel. Kurtzman Carson Consultants LLC serves as
the Debtors' claims, notice and balloting agent. An official
committee of unsecured creditors has been formed in this case.
In its petition, Intermet Corp. listed assets of $50 million to
$100 million and debts of $100 million to $500 million.
This is the Debtors' second bankruptcy filing. Intermet Corp.,
along with its debtor-affiliates, filed for Chapter 11 protection
on September 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597
through 04-67614). Salvatore A. Barbatano, Esq., at Foley &
Lardner LLP, represented the Debtors. In their previous
bankruptcy filing, the Debtors listed $735,821,000 in total assets
and $592,816,000 in total debts. Intermet Corporation emerged
from its first bankruptcy filing in November 2005.
LATHAM INTERNATIONAL: Files Reorganization Plan
-----------------------------------------------
Latham International Inc. and its units have filed their
prepackaged reorganization plan and disclosure statement with the
U.S. Bankruptcy Court for the District of Delaware.
Upon the effective date, the assets and liabilities of the Debtors
will be treated as pooled and all claims will be satisfied by the
Debtors or by New Opco. New Opco is a Delaware corporation
acquiring all of the assets of Latham International Inc., Latham
Manufacturing Corp., and Kafko (U.S.) Corp. in exchange for new
equity and new note pursuant to the terms of the Plan.
Holders of Administrative Claims will, unless the holders of the
claims will have agreed to different treatment of the claims, be
paid in full in cash by New Opco, on behalf of the Debtors.
Holders of Priority Tax Claims will be (i) paid in full in cash,
without interest, by New Opco, , on the effective date, the date
as may be fixed by the Court, the 10th business day after the
claims are allowed, or the date as the holders of the claims and
New Opco may agree.
Class 1 - Priority Non-Tax Claims will be paid in full in cash by
the Debtors or New Opco, or otherwise receive treatment as to
render the holders unimpaired.
Class 2 - Other Secured Claims will be reinstated and rendered
unimpaired.
Class 3 - Prepetition Financing Claims will be indefeasibly
satisfied through the distribution by the Debtors to each holder
of the claim of (i) its pro rata share of the new note and (ii)
its pro rata share of 100% of the new equity in New Holdco,
subject to dilution on account of the Equity Grant, the Laven
Warrants, and the Management Warrants, in accordance with the
terms of the Plan.
Class 4 - Subordinated Note Claims will be deemed cancelled and
extinguished and the Subordinated Note Purchase Agreement and of
no further force or effect. The holders of these claims won't
receive any distributions.
Class 5 - Seller Note Claims will be deemed cancelled and
extinguished and the Seller Subordinated Purchase Agreement will
be of further no force or effect. The holders of these claims
won't receive any distributions.
Class 6 - General Unsecured Claims will be paid in full in cash,
or otherwise receive treatment as to render the holder unimpaired.
Class 7 - Existing Equity Interests in Latham International, Inc.;
Latham Manufacturing Corp.; and Kafko (U.S.) Corp. will be
cancelled and the holders of these interests won't receive any
property or distribution.
Class 8 - Reorganized Debtor Intercompany Claims will remain
unimpaired.
Class 9 - Intercompany Claims will be cancelled and the holders
won't receive any property or distributions.
A copy of the reorganization plan is available for free at:
http://bankrupt.com/misc/LATHAM_plan.pdf
A copy of the disclosure statement is available for free at:
http://bankrupt.com/misc/LATHAM_disclosurestatement.pdf
http://bankrupt.com/misc/LATHAM_disclosurestatement2.pdf
The Debtors have proposed this timetable:
Record Date of Voting December 15, 2009
Commencement of Solicitation December 18, 2009
Voting Deadline December 21, 2009
Petition Date December 22, 2009
Completion of Mailing of
Confirmation Hearing Notice December 24, 2009
Objection Deadline January 15, 2010
Reply Deadline January 19, 2010
Confirmation Hearing January 21, 2010
About Latham International
Latham, New York-based Latham International, Inc., dba Latham
Acquisition Corporation, is the largest manufacturer of swimming
pool components and pool accessories in North America. Latham
offers a broad product line, including in-ground and above ground
vinyl liners, polymer and steel pool wall systems, fiberglass
pools, steps, ladders, pool safety covers, automatic pool covers
and a variety of other pool related accessories sold under
recognized brand names such as Pacific Pools, Ft. Wayne Pools,
Elite, Sterling, Kafko, Performance, Technican, Triac, Viking, CPC
and Coverstar. Latham's products are sold primarily to the in-
ground pool market both through a wide range of business-to-
business distribution channels in the US, Canada and Europe,
and direct to pool builders and dealers.
Latham International filed for Chapter 11 bankruptcy protection on
December 22, 2009 (Bankr. D. Delaware Case No. 09-14490). The
Company's affiliates -- Latham Manufacturing Corp.; Viking Pools,
LLC; Coverstar, LLC; and Kafko (US) Corp. -- also filed Chapter 11
bankruptcy petition. Laura Davis Jones, Esq.; Michael Seidl,
Esq.; and Timothy P. Cairns, Esq., at Pachulski Stang Young &
Jones LLP, assist the Debtors in their restructuring efforts.
Latham International listed $50,000,001 to $100,000,000 in assets
and $100,000,001 to $500,000,000 in liabilities.
LEVEL 3 COMMS: Unit's Senior Notes Priced to Investors at 97.982%
-----------------------------------------------------------------
Level 3 Communications, Inc.'s subsidiary, Level 3 Financing,
Inc., has agreed to sell $640 million aggregate principal amount
of 10% Senior Notes due 2018 in a private offering to "qualified
institutional buyers," as defined in Rule 144A under the
Securities Act of 1933, as amended, and non-U.S. persons outside
the United States under Regulation S under the Securities Act of
1933, as amended. The notes were priced to investors at 97.982%
of their principal amount.
The net proceeds from the offering will be used to fund Level 3
Financing's purchase of its 12.25% Senior Notes due 2013 in a
concurrent tender offer and consent solicitation. The closing of
the offering is conditioned upon the valid tendering, and
acceptance by Level 3 Financing, of a minimum aggregate principal
amount of notes in the tender offer and consent solicitation,
receipt of a minimum amount of consents in the tender offer and
consent solicitation and the satisfaction or waiver of the other
conditions to the tender offer and consent solicitation.
The offering is expected to be completed on Jan. 20, 2010, subject
to the satisfaction or waiver of the Closing Conditions.
The senior notes will not be registered under the Securities Act
of 1933, as amended, or any state securities laws and, unless so
registered, may not be offered or sold except pursuant to an
applicable exemption from the registration requirements of the
Securities Act of 1933, as amended, and applicable state
securities laws.
Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.
Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.
LUNA INNOVATIONS: Has Until Jan. 13 in Nasdaq Stock Market
----------------------------------------------------------
Sarah Bruyn Jones at The Roanoke Times says Luna Innovations Inc.
will remain listed on the Nasdaq Stock Market until Jan. 13, 2010,
giving the company time to emerge from bankruptcy. The company
said in a news release it will still not meet all the rules for
being listed with Nasdaq and will likely ask for another
extension.
About Luna Innovations
Headquartered in Roanoke, Virginia, Luna Innovations Inc.
(NASDAQ:LUNA) -- http://www.lunainnovations.com/-- is focused on
sensing and instrumentation, and pharmaceutical nanomedicines.
Luna develops and manufactures new-generation products for the
healthcare, telecommunications, energy and defense markets.
Luna's products are used to measure, monitor, protect and improve
critical processes in the markets it serves.
Luna Innovations in July 2009 filed for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the Western District of Virginia.
LYONDELL CHEMICAL: Reliance Raises Offer but Deal Remains Unlikely
------------------------------------------------------------------
People familiar with the matter told The Wall Street Journal's
Mike Spector and Jeffrey McCracken Thursday that India's Reliance
Industries Ltd. recently sweetened its offer to take a controlling
stake in LyondellBasell Industries when the Company exits
bankruptcy. The Journal says Lyondell, however, appeared unlikely
to accept the new terms and instead stick with a deal to hand the
company to senior lenders.
The sources told the Journal that Reliance has raised its
valuation of Lyondell to about $13.5 billion, up from $12 billion
in an initial offer disclosed in November. According to the
Journal, under terms of the proposal made just before Christmas,
Reliance would buy some $2.25 billion in new stock and support a
separate $2.8 billion stock sale to take Lyondell out of
bankruptcy. The sources told the Journal Reliance is seeking to
control Lyondell even if it holds a minority stake in Lyondell.
According to the Journal, people familiar with the matter said
Lyondell's board had rejected Reliance's latest offer. The
Journal relates a person close to Reliance said a formal rejection
hadn't yet been received but acknowledged Lyondell was unlikely to
agree to the new proposal.
According to the Journal, many stakeholders in Lyondell find
Reliance's valuation too low. The Journal notes that under
Lyondell's restructuring plan, the Company is valued as high as
$15.5 billion. The Journal's sources said Reliance now likely has
until sometime in February to make another offer.
The Journal says a Reliance spokesman declined to comment. The
Journal relates a Lyondell spokesman said the company remains
focused on its current reorganization plan but isn't precluded
from "considering other bona fide proposals."
Under Lyondell's bankruptcy exit plan, the Debtors would hand
ownership of the Company to senior lenders in exchange for
forgiving about $18 billion in debt. Investors -- including
Apollo Management, Ares Management and Lyondell's owner, Access
Industries -- also planned to "backstop" a $2.8 billion stock sale
to take the company out of Chapter 11.
The sources told the Journal that Reliance, in its latest
proposal, said it would be willing to backstop the $2.8 billion
stock sale instead of the other investors. The sources said
Apollo, Ares and Access would still likely subscribe to the rights
offering even if Reliance agreed to backstop it.
Under that likely scenario, according to the Journal's sources,
Reliance would still buy some $2.25 billion of stock at a
valuation of about $13.5 billion, giving it a minority stake in
Lyondell. The sources said Reliance has then asked that those
shares be invested with super-voting rights, which would allow it
to control Lyondell's board.
The Journal relates people close to creditors said this week that
such a plan remains unrealistic.
"Reliance also told Lyondell it could boost Lyondell's annual net
income by between $400 million and $500 million through
operational synergies, one of these people said," the Journal
relates.
About Lyondell Chemical
LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies. It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels. Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.
Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company. LyondellBasell became saddled with
debt as part of the US$12.7 billion merger. On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts. The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11. In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.
The Hon. Robert E. Gerber presides over the case. Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel. Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors. AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities. Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.
Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations. The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.
Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors. On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code. All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes. The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.
Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by Lyondell Chemical Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
MATTRESS KING: Files for Chapter 11 Bankruptcy
----------------------------------------------
Larry Thomas at Furniture Today says Mattress King filed for
Chapter 11 protection, listing assets of $313,000 and debts of
$2.1 million. The Company said it owes about $1.6 million to its
unsecured creditors. The Company owes $189,000 to Fraenkel Co.,
Simmons, $91,323; Comfort Solutions licensee Dixie Bedding,
$61,633; Sealy, $34,317; and Hooker Furniture, $5,375. Based in
Georgia, Mattress King owns a 10-store bedding specialty retailer
store.
MESA AIR: Receives Nasdaq Staff Delisting Notice
------------------------------------------------
Mesa Air Group, Inc., received a letter from The Nasdaq Stock
Market indicating the Staff's determination that the Company's
securities will be delisted from the Exchange. This decision was
reached by Nasdaq under Listing Rules 5101, 5110, 5110(b) and IM-
5101-1 in view of the January 5, 2010 announcement by the Company
of a voluntary filing by the Company for relief under Chapter 11
of the U.S. Bankruptcy Code. The Company does not intend to take
any further action to appeal the Exchange's decision.
Accordingly, trading of the Company's common stock will be
suspended at the opening of business on January 14, 2010, and a
Form 25-NSE will be filed with the Securities and Exchange
Commission ("SEC") which will remove the Company's common stock
from listing and registration on the Exchange.
The Company's common stock will not be immediately eligible to
trade on the OTC Bulletin Board or in the "Pink Sheets." The
Company's common stock may become eligible if a market maker makes
application to register in and quote such securities in accordance
with SEC Rule 15c2-11, and such application is cleared. Only a
market maker, not the Company, may file a Form 211.
Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele. This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.
About Mesa Air Group
Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele. This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.
Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.
Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker. Epiq Bankruptcy
Solutions is claims and notice agent.
Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000)
MESA AIR: Receives February 19 Extension for Schedules
------------------------------------------------------
Section 521 of the Bankruptcy Code and Rule 1007 of the Federal
Rules of Bankruptcy Procedure require a debtor to file its
Schedules of Assets and Liabilities and Statements of Financial
Affairs within 14 days after the Petition Date.
The current Schedules filing deadline for Mesa Air Group, Inc.
and its debtor affiliates is January 19, 2010.
Similarly, pursuant to Rule 2015.3(b) of the Federal Rules of
Bankruptcy Procedure, the Debtors are required to file periodic
financial reports of the value, operations and profitability of
each entity that is not a publically traded corporation or a
debtor in the Chapter 11 cases, and in which the estate holds a
substantial or controlling interest. Bankruptcy Rule 2015.3
requires that the first Rule 2015.3 Report must be filed "no
later than five days before the first date set for the meeting of
creditors under Section 341 of the Bankruptcy Code."
According to Maria A. Bove, Esq., at Pachulski Stang Ziehl &
Jones LLP, in New York, the Debtors' primary focus has been
preparing the Chapter 11 complex cases for filing and reacting to
the events surrounding the filing. She adds that significant
business and legal issues have required and will continue to
require a great deal of the Debtors' attention.
Specifically, Ms. Bove reveals, the Debtors' employees and
professionals are currently devoting much time and effort to,
among other things:
(i) stabilizing the Debtors' business operations in order to
maximize the value of their estates, including managing
the Debtors' aircraft fleet and determining their
appropriate disposition;
(ii) beginning the process of analyzing a significant number of
executory contracts in order to determine whether to
assume or reject them;
(iii) evaluating the Debtors' many aircraft financing
arrangements in light of Section 1110 of the Bankruptcy
Code and conducting negotiations with numerous
counterparties; and
(iv) beginning the process of analyzing and renegotiating
vendor relationships.
While the Debtors are working diligently to prepare the
Schedules, resources have been understandably strained, Ms. Bove
notes.
Additionally, because all invoices related to prepetition goods
and services have not yet been received or entered into the
Debtors' accounting system, it may be some time before the
Debtors have access to all of the required information to prepare
the Schedules and the Rule 2015.3 Reports, according to Ms. Bove.
Accordingly, at the Debtors' behest, the Court extends, without
prejudice, through and including February 19, 2010, the Schedules
Filing Deadline and the first Rule 2015.3 Reports Filing
Deadline.
The Court also waived the requirement under Rule 2002(d) of the
Federal Rules of Bankruptcy Procedure that directs the Debtors to
prepare a list of Mesa Air's equity security holders with last
known addresses and to send notices to all parties-in-interest.
Ms. Bove discloses that as of January 5, 2010, Mesa Air has
issued approximately 175,217,249 outstanding shares of publicly-
held common stock. As of January 28, 2009, there were
approximately 5,272 shareholders. Accordingly, preparing and
sending the Equity List will be extremely expensive and time
consuming, she contends.
To the extent it is determined that Equity Security Holders are
entitled to distributions from the Debtors' estates, those
parties will be provided with notice of the Bar Date and will
then have an opportunity to assert their interests. Thus, equity
security holders will not be prejudiced, Ms. Bove explains.
About Mesa Air Group
Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele. This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.
Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.
Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker. Epiq Bankruptcy
Solutions is claims and notice agent.
Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000)
MESA AIR: Court Sets Initial Case Conference for Jan. 26
--------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York has scheduled an initial case conference to
be conducted in the Chapter 11 cases of Mesa Air Group, Inc., and
its debtor affiliates on January 26, 2010, at 10:00 a.m., at Room
501 of the United States Bankruptcy Court for the Southern
District of New York, in One Bowling Green, New York.
Pursuant to Section 105(d) of the Bankruptcy Code, the Initial
Case Conference will be held to consider the efficient
administration of the Debtors' Chapter 11 cases, which may
tackle, among other things, retention of the Debtors'
professionals, use of alternative dispute resolution, timetables,
and scheduling of additional case management conferences.
The Court has directed the Debtors to give notice of the Initial
Case Conference Order, at least seven days prior to the scheduled
Conference, to:
-- each committee appointed in the Chapter 11 cases pursuant
to Section 1102 of the Bankruptcy Code, or in the absence
of a committee, to the holders of the 30 largest unsecured
claims;
-- the holders of the five largest secured claims;
-- any postpetition lender to the Debtors; and
-- the Office of the United States Trustee.
About Mesa Air Group
Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele. This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.
Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.
Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker. Epiq Bankruptcy
Solutions is claims and notice agent.
Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000)
MONEY TREE: Carr Riggs Raises Going Concern Doubt
-------------------------------------------------
Tallahassee, Fla.-based Carr, Riggs & Ingram, LLC's audit report
of The Money Tree Inc. and subsidiaries' consolidated financial
statements as of and for the years ended September 25, 2009, and
2008, contains an explanatory paragraph which states that the
Company has suffered recurring losses from operations and has a
net capital deficiency which raise substantial doubt about its
ability to continue as a going concern.
The Company reported a net loss of $11,951,193 for the year ended
September 25, 2009, compared to a net loss of $11,966,366 for the
year ended September 25, 2008.
Net revenues were $16,048,056 and $17,051,871 for the fiscal years
ended September 25, 2009 and 2008, respectively. The decrease in
net revenues was primarily a result of the significant decrease in
interest and fee income as well as other components of loan-
related income. These decreases in income were partially offset
by significant decreases in the provision for credit losses.
Provision for credit losses was $9,629,722 and $13,812,192 for the
fiscal years ended September 25, 2009 and 2008, respectively.
Balance Sheet
At September 25, 2009, the Company had $68,180,986 in total assets
and $93,028,245 in total liabilities, resulting in a $24,847,259
shareholders' deficit.
A full-text copy of the Company's annual report on Form 10-K is
available at no charge at http://researcharchives.com/t/s?4ced
About The Money Tree
Based in Bainbridge, Ga., The Money Tree, Inc. --
http://themoneytreeinc.com/-- makes consumer finance loans and
provides other financial products and services through its branch
offices in Georgia, Alabama, Louisiana and Florida. The Company
sells retail merchandise, principally furniture, appliances and
electronics, at certain of its branch office locations and
operates three used automobile dealerships in the State of
Georgia. The Company also offers insurance products, prepaid
phone services and automobile club memberships to its loan
customers.
NETTEL CORP: Trustee's Deal with Nortel Corp Approved
-----------------------------------------------------
Nortel Networks Inc. and its affiliated debtors obtained from the
U.S. Bankruptcy Court for the District of Delaware approval of a
settlement of claims with the Chapter 7 trustee of NETtel
Corporation Inc.
NETtel's claims are on account of loans NNI and two other
lenders, Allied Capital Corp. and Williams Communications Inc.,
provided to NETtel for a construction project, which did not
succeed as a result of the bankruptcy filing of NETtel and its
corporate parent. NNI served as the administrative agent for the
lenders.
The Settlement provides for the distribution of $2.9 million to
NNI, which consists of $2.5 million from the preference escrow
and $400,000 from the remaining proceeds of sales of NETtel's
assets.
The $2.9 million represents more than half of the remaining
property of NETtel and its corporate parent, which consists of
approximately $4.2 million in cash.
Wendell Webster, the NETtel Chapter 7 trustee, also agreed under
the Settlement to release all claims of NETtel and its corporate
parent against NNI and the lenders. In return, NNI agreed to
release to the Trustee its lien on the current balance in the
preference escrow in excess of $2.5 million, and any lien or
other interest it may have in the current balance in the proceeds
it holds in excess of $400,000.
About Nortel Networks
Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers. The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications. Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.
Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List). Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group. The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.
Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case. James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel. The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.
The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.
Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection. The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986. The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.
Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.
As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion. The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies. As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.
Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates.
(http://bankrupt.com/newsstand/=20
or 215/945-7000)
NEW ENERGY SYSTEMS: Holds Investor Conferences on Fin'l Results
---------------------------------------------------------------
From January 4, 2010 through January 7, 2010, New Energy Systems
Group held investor conferences to discuss the Company's results
for the year ended December 31, 2009, and financial outlook for
fiscal 2010.
New Energy Systems projects 2009 earnings per share of $0.91 to
$1.00 and 2010 EPS of at least $1.23. New Energy Systems said
2010 results will benefit from recent acquisitions and continued
organic growth.
A full-text copy of the Company's presentation is available at no
charge at http://ResearchArchives.com/t/s?4cf0
About New Energy Systems Group
With offices in New York and Shenzhen, China, New Energy Systems
Group (OTCBB: NEWN) -- http://www.chinadigitalcommunication.com/
-- manufactures and distributes lithium ion batteries. The
company assembles and distributes finished batteries through its
sales network and channel partners. The company also sells high-
quality lithium-ion battery shell and cap products to major
lithium-ion battery cell manufacturers in China. The company's
products are used to power mobile phones, MP3 players, laptops,
digital cameras, PDAs, camera recorders and other consumer
electronic digital devices.
On November 17, 2009, China Digital obtained approval from FINRA
to change its name to New Energy Systems Group. In conjunction
with the name change, the company's CUSIP number was changed to
643847106 and the stock began trading under the ticker symbol
"NEWN" on November 18.
At September 30, 2009, the Company had $17,622,130 in total assets
against $3,197,717 in total liabilities, all current. At
September 30, 2009, the Company had accumulated deficit of
$4,660,858 and stockholders' equity of $14,424,413.
Going Concern
In its quarterly report on Form 10-Q, the Company said it believes
it has sufficient cash to continue its current business through
September 30, 2010, due to expected increased sales revenue and
net income from operations. "However we have suffered recurring
losses in the past and have a large accumulated deficit. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern," the Company said.
The Company has taken certain restructuring steps to provide the
necessary capital to continue its operations. These steps included
1) acquire profitable operations through issuance of equity
instruments, and 2) to continue actively seeking additional
funding and restructure the acquired subsidiaries to increase
profits and minimize the liabilities.
NORTEL NETWORKS: Court Gives Interim Nod to Over $25-Mil. in Fees
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued an
order allowing the interim payment of fees and reimbursement of
expenses of 18 professionals retained in the Chapter 11 cases of
Nortel Networks Inc. and its affiliated debtors.
The Allowed Professional Fees and Expenses are for services
rendered and costs incurred from the period from August to
October 2009.
Of the 18 professionals, 13 are retained by the Debtors while 5
are retained by the Official Committee of Unsecured Creditors.
The Allowed Fees and Expenses for the Debtors' 13 professionals
for the August to October 2009 Interim Period total $19,606,230.
The Allowed Fees and Expenses for the Committee's 5 professionals
for the August to October 2009 Interim Period total approximately
US$5,600,000, GBP226,000 and C$1,200,000.
Among the Debtors' professionals are Clearly Gottlieb Stein &
Hamilton LLP, Crowell & Moring LLP, Ernst & Young LLP, and Lazard
Freres & Co. Among the Committee professionals are Akin Gump
Strauss Hauer & Feld LLP; Richards, Layton & Finger, P.A; and
Jefferies & Company Inc.
A table identifying each professional and their corresponding
allowed fees and expenses is available for free at:
http://bankrupt.com/misc/Nortel_AllowedInterimFees1.pdf
http://bankrupt.com/misc/Nortel_AllowedInterimFees2.pdf
NORTEL NETWORKS: NNC & Units Have $4.2-Bil. Cash at Nov. 28
-----------------------------------------------------------
Ernst & Young Inc., the firm appointed to monitor the assets of
Nortel Networks Corporation and its four affiliates that filed
for creditor protection under Canada's Companies' Creditors
Arrangement Act, delivered to the Ontario Superior Court of
Justice its 33rd monitor report.
The report provides updates on the consolidated cash position and
liquidity of NNC and its subsidiaries as of November 28,2009,
actual receipts and disbursements, and cash flow forecast, among
other things.
Ernst & Young noted that as of November 28, 2009, NNC and its
subsidiaries had consolidated cash balance of about $4.2 billion,
including $3 billion of total treasury cash. Their consolidated
cash balance is held globally in various Nortel units and joint
ventures.
As of November 28, 2009, the Nortel companies based in North
America have cash available for operations and post-filing inter-
company settlements of about $1.1 billion compared to a
gross cash position of about $1.3 billion. Of this, about $161
million is held by the Canada-based Nortel units while
approximately $947 million is held by the U.S.-based units.
Nortel Government Solutions, a U.S. non-debtor entity, has cash
of approximately $59 million for use in its own operations and
for settlement of intercompany transactions. It is anticipated
that the shares of NGS will be transferred to Avaya Inc. in
connection with the closing of the sale of Nortel's Enterprise
Solutions Business.
The administrators of U.K.-based Nortel units have available cash
for operations and post-filing inter-company settlements for
Nortel Networks UK and other foreign-based units of approximately
$723 million. Meanwhile, Nortel entities in the Asia Pacific
region have about $451 million of available cash for operations
and inter-company settlements.
NETAS, a joint venture in which NNC and its subsidiaries have a
53% stake, has approximately $58 million of cash, of which about
$31 million represents Nortel's proportionate share.
As of November 28, 2009, Nortel Networks (CALA) Inc.'s available
cash is $77 million. Other Nortel units in the Caribbean and
Latin America that are not in bankruptcy have about $65 million
of available cash, which is expected to be used to fund their in-
country operations and intercompany settlements.
Actual Receipts and Disbursements
from October 4 to November 28, 2009
The actual consolidated net cash outflow of NNC and the other
CCAA applicants for the period October 4 to November 28, 2009, is
$21.1 million, according to the Monitor Report.
Available cash was greater than forecast by approximately
$500,000 as a result of a favorable foreign exchange translation
on Canadian dollar denominated cash balances due to the
appreciation of the Canadian dollar relative to the U.S. dollar.
Cash Flow Forecast for the Period
November 29 to February 28, 2010
NNC and its subsidiaries, with the assistance of Ernst & Young,
prepared a 13-week cash flow forecast for the period November 29,
2009, through February 28, 2010.
The cash flow forecast indicates that NNC and the other CCAA
applicants will have total receipts of $257 million and total
disbursements of $381 million, resulting in a net cash outflow of
$124 million.
As of November 28, 2009, the CCAA applicants have available cash
balances of about $161 million, excluding restricted cash and
unavailable cash of about $82 million.
A full-text copy of the 33rd Monitor Report is available without
charge at http://bankrupt.com/misc/Nortel33rdMonitorReport.pdf
About Nortel Networks
Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers. The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications. Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.
Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List). Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group. The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.
Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case. James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel. The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.
The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.
Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection. The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986. The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.
Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.
As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion. The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies. As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.
Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates.
(http://bankrupt.com/newsstand/=20
or 215/945-7000)
NORTEL NETWORKS: Courts OK $282M Genband Stalking Horse Deal
------------------------------------------------------------
U.S. and Canadian courts have given Nortel Networks Corp. the
green light to move forward with the sale of Nortel's carrier
Voice Over Internet Protocol and application solutions unit to
Genband Inc. in a $282 million stalking horse agreement.
Nortel Networks Corporation disclosed in a statement that its
principal operating subsidiary Nortel Networks Limited and certain
of its other subsidiaries, including Nortel Networks Inc. obtained
orders from the United States Bankruptcy Court for the District of
Delaware and the Ontario Superior Court of Justice approving the
"stalking horse" asset sale agreement with GENBAND, Inc. for the
sale of substantially all of the assets of its North America,
Caribbean and Latin America and Asia Carrier VoIP and Application
Solutions business. Certain other Nortel subsidiaries, including
Nortel Networks U.K. Limited, have entered into a separate asset
sale agreement with GENBAND for the sale of substantially all of
the assets of the Europe, Middle East and Africa portion of its
CVAS business.
The court orders also established bidding procedures for an
auction that allows other qualified bidders to submit higher or
otherwise better offers, as required under Section 363 of the U.S.
Bankruptcy Code. Qualified bidders will be required to submit
offers for the CVAS business by February 23, 2010, subject to any
permitted extensions. Competing qualified bids would then be
expected to proceed to an auction, currently scheduled for
February 25, 2010. Following completion of the bidding process,
the sale will require final approval of the U.S. and Canadian
courts.
About Nortel Networks
Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers. The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications. Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.
Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List). Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group. The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.
Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case. James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel. The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.
The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.
Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection. The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986. The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.
Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.
As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion. The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies. As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.
Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
NORTEL NETWORKS: Gets Nod for Claims Deal with Nettel Trustee
-------------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors obtained from the
U.S. Bankruptcy Court for the District of Delaware approval of a
settlement of claims with the Chapter 7 trustee of NETtel
Corporation Inc.
NETtel's claims are on account of loans NNI and two other
lenders, Allied Capital Corp. and Williams Communications Inc.,
provided to NETtel for a construction project, which did not
succeed as a result of the bankruptcy filing of NETtel and its
corporate parent. NNI served as the administrative agent for the
lenders.
The Settlement provides for the distribution of $2.9 million to
NNI, which consists of $2.5 million from the preference escrow
and $400,000 from the remaining proceeds of sales of NETtel's
assets.
The $2.9 million represents more than half of the remaining
property of NETtel and its corporate parent, which consists of
approximately $4.2 million in cash.
Wendell Webster, the NETtel Chapter 7 trustee, also agreed under
the Settlement to release all claims of NETtel and its corporate
parent against NNI and the lenders. In return, NNI agreed to
release to the Trustee its lien on the current balance in the
preference escrow in excess of $2.5 million, and any lien or
other interest it may have in the current balance in the proceeds
it holds in excess of $400,000.
About Nortel Networks
Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers. The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications. Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.
Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List). Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group. The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.
Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case. James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel. The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.
The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.
Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection. The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986. The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.
Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.
As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion. The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies. As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.
Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates.
(http://bankrupt.com/newsstand/=20
or 215/945-7000)
OPUS SOUTH: Seeks Conversion to Chapter 7 Liquidation
-----------------------------------------------------
ABI reports that Opus South Corp. will seek to liquidate under
Chapter 7 after asset sales failed to generate net proceeds for
its estate.
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)
PACIFIC ETHANOL: Resumes Production at Magic Valley Facility
------------------------------------------------------------
Pacific Ethanol, Inc., has resumed production at its 60 million
gallon per year Magic Valley facility located in Burley, Idaho.
In February 2009, the Company suspended production at the Magic
Valley facility due to extended unfavorable market conditions. In
May 2009, the Company's subsidiaries which own its four ethanol
production facilities, including the Magic Valley plant, filed
voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code
in the District of Delaware in an effort to restructure their
indebtedness. In December 2009, the Company obtained necessary
court and lender approvals to resume operations at the Magic
Valley facility. The facility has completed all necessary safety
and startup activities and is now producing and selling ethanol
and feed products.
"We are pleased to restart our Magic Valley facility and we are
grateful for the cooperation our lenders and other stakeholders
have extended," said Neil Koehler, the Company's Chief Executive
Officer, "the restart of the facility has also been well received
by the local community."
About Pacific Ethanol
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.
PARADISE PALMS: Amends List of Largest Unsecured Creditors
----------------------------------------------------------
Paradise Palms, LLC, filed with the U.S. Bankruptcy Court for the
Middle District of Florida an amended list of its largest
unsecured creditors.
A full-text copy of the amended list is available for free at:
http://bankrupt.com/misc/ParadisePalms_amendedlistofcreditors.pdf
Kissimmee, Florida-based Paradise Palms, LLC, filed for Chapter 11
bankruptcy protection on November 23, 2009 (Bankr. M.D. Fla. Case
No. 09-17926). R Scott Shuker, Esq., at Latham Shuker Eden &
Beaudine 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.
PROMISE HOMES: Files for Bankruptcy Amidst Foreclosure
------------------------------------------------------
According to newobserver.com, Promise Homes filed for Chapter 7
bankruptcy with assets of $2 million and debts of $2.3 million.
Lenders have been foreclosing on the company's assets in recent
months including land and property in the Tunbridge subdivision in
Garner. Promise Homes is real estate developer.
READER'S DIGEST: Retiree Group Says Plan Unconfirmable
------------------------------------------------------
RD Retiree Group, LLC, complains that the Reader's Digest
Association Inc.'s Third Amended Proposed Joint Chapter 11 Plan of
Reorganization discriminates unfairly among general unsecured
creditors by impermissibly affording grossly disparate treatment
to the classes of unsecured creditors in a manifestly unfair
fashion.
While the holders of allowed Class 4 Unsecured Ongoing Operations
Claims are to receive a 100% distribution, the Class 5 Other
General Unsecured Creditors are to share a pro rata distribution
of $4 million, which represents only a 3.3% to 3.6% recovery,
Christopher R. Belmonte, Esq., at Satterlee Stephens Burke & Burke
LLP, in New York, contends.
The Class 5 Other General Unsecured Creditors primarily includes
participants in certain non-qualified retirement plans of The
Reader's Digest Association, Inc. Mr. Belmonte notes that the
RDRG was formed by certain former employees of the Reader's Digest
to protect their interests as participants in the Non-Qualified
Plans.
The participants in the Non-Qualified Plans number approximately
300 to 350 people, and although including certain former
executives, officers and directors and some current employees of
the Debtors, is comprised predominantly of long-serving former
employees like writers, editors, salesmen and middle managers,
some of whom are quite elderly, Mr. Belmonte discloses. He avers
that the claims arising from benefits under the Non-Qualified
Plans are classified as Class 5 "Other General Unsecured Claims"
by the Debtors, and have been variously estimated at between $75
million and $90 million.
Under the Plan, the Debtors' Prepetition Lenders are to receive
100% of the reorganized Debtors' New Common Stock and will issue
new secured loans consisting of the reinstated Euro Term Loan of
approximately $105 million, and the New Second Priority Term Loan
of approximately $300 million, Mr. Belmonte relates. He notes
that administrative claimants and priority claimants will be paid
in full in cash, the Debtors' will assume their qualified pension
plans for the benefit of their employees, and trade creditors in
Class 4 will receive payment in full. He adds that the Debtors'
current management is entitled to bonuses, which potentially
exceed $12 million, for meeting or exceeding financial projections
and for early exit from bankruptcy.
"The only unsubordinated creditors that will receive minimal
recovery are those in Class 5, which includes the participants in
the Non-Qualified Plans, unsecured trade creditors with whom the
Debtors do not intend to continue doing business, and holders of
rejection damage claims," Mr. Belmonte asserts. "In short, the
Plan targets a small group of creditors, the large bulk of which
are made up of RDA retirees who are participants in the Non-
Qualified Plans, for unfair treatment while providing substantial
recoveries to the Debtors' other remaining creditors, including
similarly situated traded creditors," he alleges.
A Plan that provides this grossly disparate treatment for a
discrete group of creditors cannot satisfy the requirement of
Section 1129(b) of the Bankruptcy Code, which requires a plan not
to discriminate unfairly, Mr. Belmonte argues. Accordingly, RDRG
asks the Court not to confirm the Debtors' Plan.
The Chapter 11 Plan
Reader's Digest has filed a proposed Chapter 11 plan. The Plan
would reduce funded debt by 75% to $555 million while providing a
53% to 63% percent recovery to first-lien lenders owed $1.65
billion by giving them a new $300 million second-lien loan and all
the new stock. Holders of unsecured trade claims will receive
full recovery. Other general unsecured creditors are to receive a
2.5% to 2.7% recovery from a $3 million cash reserved for their
$115 million in claims.
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: Creditor Hits "Unfair" Reorganization Plan
-----------------------------------------------------------
Opera Solutions, LLC, opposes confirmation of the Reader's Digest
Association Inc.'s Third Amended Proposed Joint Chapter 11 Plan of
Reorganization, contending that the Plan unfairly discriminates
between classes of unsecured creditors.
Specifically, the Plan proposes that general unsecured creditors,
who hold "Unsecured Claims Related to Operations" be paid in full
on the effective date of the Plan, or in the ordinary course of
business, while (i) allocating $4 million for all general
unsecured creditors, who hold claims in Class 5 to share pro rata,
and (ii) distributing warrants to certain general unsecured
creditors, who hold claims in Class 6 and vote in favor of the
Plan. The Plan estimates that the recovery for Class 4 Claimants
will be 100%, for Class 5 Claimants will be 3.3% to 3.6% and for
Class 6 Claimants less than 1%.
Patrick Birney, Esq., at Robinson & Cole LLP, in Hartford,
Connecticut, tells Judge Drain that Opera Solutions provided,
among other things, critical analytic, procurement, invoice
auditing, international marketing restructuring, human resource
reorganization, process redesign and pricing strategy consulting
services to the Debtors prior to the Petition Date. He contends
that the Services have provided substantial value to the Debtors
both before and after the Petition Date and have assisted the
Debtors in their reorganization efforts. Since the Petition Date,
Opera Solutions has continued to express its willingness to
provide the Services to the Debtors on and after the Effective
Date pursuant to a new services agreement.
Notwithstanding the critical role Opera Solutions has played, its
willingness to continue to provide the Services to the Debtors,
and the Debtors' alleged rationale for proposing the
classification, the Debtors have classified Opera Solutions claim
as a Class 5 claim, Mr. Birney complains. Because of the
classification, he points out, Opera Solutions will receive a
dividend of between 3% and 3.6% of its claims, versus 100% of its
claim if it was classified as a Class 4 Claimant.
All the while, Mr. Birney further complains, the Debtors have
wholly failed to quantify in real terms the return it will receive
from those unidentified Class 4 Claimants, who will be paid 100%
for their prepetition claim. He insists that the unfair
discrimination violates the Bankruptcy Code.
The Chapter 11 Plan
Reader's Digest has filed a proposed Chapter 11 plan. The Plan
would reduce funded debt by 75% to $555 million while providing a
53% to 63% percent recovery to first-lien lenders owed $1.65
billion by giving them a new $300 million second-lien loan and all
the new stock. Holders of unsecured trade claims will receive
full recovery. Other general unsecured creditors are to receive a
2.5% to 2.7% recovery from a $3 million cash reserved for their
$115 million in claims.
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: Taxing Authorities Want Plan Denied
----------------------------------------------------
Nelda Wells Spears, Tax Assessor-Collector for certain taxing
authorities for Travis County, in Austin, Texas, asks Judge Robert
Drain of the U.S. Bankruptcy Court for the Southern District of
New York to deny the approval of the Third Amended Joint Chapter
11 Plan of Reorganization for The Reader's Digest Association Inc.
Ms. Spears represents these taxing authorities:
* Travis County;
* city of Austin;
* Austin Independent School District;
* Travis County Hospital District; and
* Austin Community College.
Travis County received its first notice of the Debtors' bankruptcy
on September 9, 2009, and subsequently filed its secured proof of
claim for $13,441. Ms. Spears says the Claim is secured by a lien
on the Debtors' property pursuant to Section 32.01 of the Texas
Property Tax Code. Under Section 32.01, she asserts, a lien
attached to the property on January 1 of each delinquent year in
favor of the taxing units she represented to secure payment of all
taxes, penalty and interest ultimately imposed.
The Claim takes priority over the claims and interests of any
other creditor in the bankruptcy proceeding under Section 32.05,
Ms. Spears argues. She adds that pursuant to Sections 33.01(a)
and (c) of the Texas Property Tax Code, the Claim receives a 12%
penalty as well as interest at the rate of 1% for each month the
property taxes remain unpaid.
Travis County objects to the Plan because the Plan does not allow
for payment of its Claim as secured along with the payment of 12%
interest, Ms. Spears contends. She asserts that the Debtors'
failure to include Travis County's fully secured claim with 12%
interest renders the Plan unfair and unequitable as to Travis
County under Sections 511(a) and 1129(b)(2)(A) of the Bankruptcy
Code. She adds that the Plan also violates Sections 32.05 and
33.01 of the Texas Property Tax Code.
The treatment of the Claim in the Plan is much less favorable than
the statutory treatment of the Claim under state law, Ms. Spears
further contends. Indeed, she adds, state created property rights
will not be destroyed in a bankruptcy context, citing In re
Village Properties, 723 F.2d 441 (5th Cir. 1984).
The Chapter 11 Plan
Reader's Digest has filed a proposed Chapter 11 plan. The Plan
would reduce funded debt by 75% to $555 million while providing a
53% to 63% percent recovery to first-lien lenders owed $1.65
billion by giving them a new $300 million second-lien loan and all
the new stock. Holders of unsecured trade claims will receive
full recovery. Other general unsecured creditors are to receive a
2.5% to 2.7% recovery from a $3 million cash reserved for their
$115 million in claims.
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: Contract Parties Have Compass Sale Objections
--------------------------------------------------------------
To recall, Judge Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York:
(a) approved Reader's Digest Association Inc.'s bidding
procedures with stalking horse bid protections in connection
with the sale of their CompassLearning, Inc. business;
(b) approved the form and manner of notice of the Sale by
auction and sale hearing;
(c) approved the procedures for the assumption and assignment
of executory contracts and unexpired leases and noticing
and determining related cure amounts;
(d) scheduled:
* the Sale hearing for January 12, 2010;
* Sale objections deadline for January 7, 2010; and
* objection response deadline for January 11, 2010; and
Pursuant to an Asset Purchase Agreement dated November 30, 2009,
the Debtors will convey the CompassLearning assets for
$20.5 million cash to CompassLearning Acquisition Corporation, a
Delaware corporate formed by Marlin Equity II, L.P., unless it is
outbid at the auction.
The Debtors notify the Court and parties-in-interest that they
have made certain conforming changes to the 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. Copies of
the Amendment and the Schedules can be obtained for free
at:
http://bankrupt.com/misc/RDA_Amended_APA_122309.pdf
http://bankrupt.com/misc/RDA_Assumption_Schedule_122309.pdf
http://bankrupt.com/misc/RDA_Rejection_Schedule_122309.pdf
The hearing to consider the approval of the sale is currently set
for January 12, 2010.
Sale Objections
A. Oracle
Oracle USA, Inc. -- successor-in-interest to Oracle Corporation,
J.D. Edwards, PeopleSoft USA, Inc., Hyperion Solutions
Corporation, and Logical Apps -- is a creditor of, and contract
counterparty with, the Debtors. Oracle complains that the Sale
does not appear to include the assumption and assignment of any
executory contract between Oracle and any of the Debtors, and that
the schedules identifying all contracts to be assigned includes no
reference to any contract with Oracle.
Oracle says it submits its opposition to the Sale to preserve its
right to object if the Debtors subsequently designate any Oracle
executory contract for assumption and assignment through the Sale
Motion, whether the objection is based on adequate assurance of
future performance, payment of a requisite cure, or any other
basis provided under the Bankruptcy Code. Oracle asserts that (i)
the reservation of rights is particularly important since the
proposed Sale is subject to auction and overbid, and (ii) it
cannot evaluate the eventual purchaser, and whether the
prerequisites of Section 365(b) of the Bankruptcy Code have been
met, or how its pecuniary and proprietary interests may be
affected under the proposed Sale.
In another filing, Oracle objects to the Debtors' Assumption
Notice that identifies, for assumption, a single executory
contract with Oracle with a proposed cure of $0. Oracle contends
that if the Debtors are seeking to continue the use of Oracle's
licensed software and be afforded the ability to receive support
and updates, the Debtors must amend the Assumption Notice to
provide for far greater specificity and scope, and then pay the
requisite cure.
Oracle notes that currently the Assumption Notice identifies only
a "Service Agreement," which does not convey the information
needed to ascertain the Debtors' intentions. While it is amenable
to resolving its opposition consensually, Oracle asserts that the
Debtors will need to expand significantly the list of executory
contracts to be assumed and to acknowledge that their listing of a
single "Service Agreement" does not operate as a limitation of the
Plan's provision governing the assumption of executory contracts.
B. NWEA
Northwest Evaluation Association objects to the Debtors' notice of
filing of the schedule of contracts to be assumed to the extent
the Notice relates to the Debtors' intent to assume and assign a
contract with NWEA. On November 1, 2005, NWEA and
CompassLearning, Inc., entered into a Co-Marketing Agreement,
which grants, among other things, nonexclusive right and license
to CompassLearning to use NWEA products for the sole purposes of
creating an Integration Module.
NWEA argues that the Debtors have not proposed a cure of the
default as required by Section 365(b), nor have the Debtors
provided adequate assurance of future performance of material
terms of the Co-Marketing Agreement. NWEA further complains that
in addition to failing to account for the cure payment amounting
to $125,815, the Debtors fail to explain how the fourth quarter
payment to NWEA will be made for the services performed solely for
the benefit of the Debtors. NWEA adds that the Debtors have not
provided NWEA with timely notice of its intentions to allow NWEA
to fully assess how the assignment to the intended assignee or a
potentially unknown third party will affect numerous material
provisions of the Agreement.
Jeffrey P. Strickler, NWEA's chief operating officer, filed a
declaration in support of NWEA's objection.
C. Ryan Inc.
Ryan, Inc., complains that the Debtors' schedule of executory
contracts and unexpired leases to be assumed provides no cure
amount relating to the assumption of their engagement agreement
with Ryan.
Bruce W. Akerly, Esq., at Bell Nunnally & Martin LLP, in Dallas,
Texas, tells the Court that as of the Petition Date, Ryan is owed
$13,750 for service rendered under the Engagement. He notes that
the Amount Due is listed by the Debtors in their Schedule F-1 as
neither disputed, contingent nor unliquidated.
Ryan does not object to assumption of the Ryan Engagement, Mr.
Akerly says. He asserts, however, that Ryan objects to the cure
amount associated with the assumption of the Ryan Engagement.
Ryan, therefore, asks the Court to modify the Debtors' Assumption
Schedule to reflect a cure amount in connection with the
assumption of the Ryan Engagement in the Amount Due.
D. Random House
Random House, Inc., says it has yet to receive service of notice
of assumption of any of its contracts with the Debtors. Random
House adds that the Assumption Schedule identifies a number of
contracts with Random House and proposes a total cure amount of
$0. However, Random House asserts, based on the inadequate
information contained in the Assumption Schedule, which it has not
yet been received, Random House is unable to identify which of its
many contracts with the Debtors that they propose to assume and
assign and, therefore, cannot accurately quantify the cure
amounts.
Random House tells the Court that it is still identifying the
contracts proposed to be assumed, and believes that it is possible
that the total contract cure amounts proposed by the Debtors are
inadequate. While it does not object to the proposed assumption
and assignment of its contracts, Random House argues that the
Debtors must cure all outstanding amounts owed under each assumed
and assigned Random House Contract in full prior to assuming and
assigning the contract.
E. Hank Williams
The estate and heirs of Hank Williams object to the assumption of
a certain license agreement with Direct Holdings Americas Inc. and
the cure amount proposed by the Debtors pursuant to the Assumption
Notice. In the License Agreement, Williams agreed to license
certain masters of music performances and related material in
connection with radio programs broadcast in or about 1951. In
exchange for the license of rights by Williams, DHA is required to
pay certain royalties and Net Licensing Revenue in accordance with
the License Agreement.
Allen G. Kadish, Esq., at Greenberg Traurig, LLP, in New York,
reveals that a royalty statement dated November 13, 2009,
generated by DHA and provided to Williams shows that the amount of
royalties and Net Licensing Revenue due and owing pursuant to the
License Agreement as of the Petition Date is $51,443. He contends
that the amounts set forth in the Assumption Schedule do not
reflect the pending defaults required to be cured in accordance
with Section 365(b), and do not accurately set forth the
outstanding amounts due and owing to Williams under the License
Agreement. The Debtors list the total cure amount for the License
Agreement as $0.
F. Rachael Ray
Rachael Ray Digital LLC relates that it has a contract with the
Debtors and, in connection therewith, has it filed a proof of
claim asserting a claim for $1,864. Rachael Ray believes that the
Contract is to be assumed, however, Contract is not listed in the
Assumption Notice.
To avoid any argument that the Cure Amount has been waived due to
the lack of a timely response to the Assumption Notice, Rachael
Ray files a protective objection to preserve the assertion of the
Cure Amount plus any other sums due and owing under the Contract.
G. Disney
Disney Licensed Publishing, an imprint of Disney Book Group LLC,
objects to the cure amount set forth in the Assumption. Disney
Publishing and its affiliates, Disney Publishing Worldwide, Walt
Disney Music Company, and Disney Press, however, do not otherwise
object to the proposed assumption of their contracts with Debtors,
but seek clarification of the list of contracts being assumed by
the Debtors.
Beginning in February 2001, Disney Publishing and the Debtors have
been parties to a series of copyright license agreements, pursuant
to which the Debtors published children's books depicting Disney-
branded characters and themes. The Debtors paid an initial
$375,000 payment under the parties' 2009 License Agreement, and
have succeeded in earning out that advance, having accrued a
balance of $40,865 in royalties in excess of the advance.
However, the second $375,000 of the advance is now imminently due
and payable, Disney Publishing reveals.
Although not contractually required to do so, Disney Publishing
tells the Court it is willing to allow the Debtors to offset
additional royalties that have been paid above the initial advance
amount. Accordingly, Disney Publishing informs the Court that
these amounts are required to be paid by the Debtors as "cure" and
adequate assurances of future performance with respect to the 2009
License Agreement:
Category Amount
-------- ------
Transfer Fee $500,000
Balance of Guaranteed Advance 375,000
Artwork Costs 12,220
Less: Additional Royalties (40,865)
----------
Total $846,354
Provided that the full cure amounts are paid and the list of
assumed contracts is clarified, Disney Publishing tells Judge
Drain that it consents to the assumption of the various Disney
agreements. Specifically with respect to the 2009 License
Agreement, Disney Publishing avers that the Debtors should be
required to pay the full amount of the cure and adequate
assurances of future performance as bargained for in that
agreement.
H. Omniture
Omniture, Inc., relates that the Debtors' Assumption Notice
identifies that its Master Service Agreement with The Reader's
Digest Association, Inc., will be assumed with cure amounts
totaling $56,672. However, Omniture contends that the correct
amount due and owing with respect to the Agreement is $316,599 as
of December 21, 2009.
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: Gets Nod to Settle SG Chappaqua Lease Dispute
--------------------------------------------------------------
The Reader's Digest Association, Inc., and its Debtor-affiliates
obtained the Bankruptcy Court's approval of separate stipulations
and settlement agreements with SG Chappaqua A LLC and SG Chappaqua
B LLC.
The Debtors currently maintain their primary corporate
headquarters in Pleasantville, New York, where the Debtors occupy
four buildings under two separate lease agreements with SGA and
SBB. As part of their long-term strategic business planning
efforts, and in anticipation of the Chapter 11 cases, the Debtors
decided to transfer and consolidate their operations to two new
locations in New York City and in White Plains. Thus, the Debtors
determined and sought the Court's authority to enter into the New
Leases and to reject the Pleasantville Leases. SG Chappaqua
objected to that request.
The Debtors believe it will take several months lead time after
the anticipated Plan confirmation date to transition their
employees, personal property and business records out of the
Pleasantville Leases premises and into their new leased space.
The Debtors' management believes that these logistical issues may
require the Debtors to remain in possession at the Pleasantville
Leases premises for some time. To facilitate their transition to
the New Lease properties and minimize disruption to their
operations, the Debtors, therefore, wish to remain in possession
of the Pleasantville property post-rejection.
Faced with significant costs in anticipation of ongoing litigation
related to the dispute between the Debtors and SG Chappaqua, and
in an effort to resolve issues with respect to rejection of the
Pleasantville Leases and entry into the New Leases, principals for
the Debtors and SG Chappaqua negotiated and have reached separate
settlement agreements.
Among other things, the Settlement Agreements provide the Debtors
with necessary flexibility to utilize the bankruptcy process to
reject the Pleasantville Leases while allowing them sufficient
time to remain in the premises to transition their operations to
the New Lease premises efficiently and in an orderly fashion,
which is essential to avoid disruption to the Debtors' businesses.
The Settlement Agreements also allow the Debtors and their
bankruptcy estates to avoid the delay, expense and disruption that
would arise from further litigation of a number of issues between
the Debtors and SG Chappaqua that threaten to be highly
contentious.
Under the Settlement Agreements, the Debtors will reject the
Pleasantville Leases and all related agreements effective as of
the Effective Date. The Pleasantville Leases will be "deemed"
rejected effective as of the Plan Effective Date.
The Debtors will promptly and in good faith reconcile with SG
Chappaqua A and SG Chappaqua B the amounts of the landlords'
unsecured claims. Unless the parties agree otherwise, the Debtors
agree that (i) SG Chappaqua A will have a Class 5 Other General
Unsecured Claim solely for voting purposes in connection with the
Plan in the amount of $17,039,438, and (ii) SG Chappaqua B will
have a Class 5 Other General Unsecured Claim solely for voting
purposes in connection with the Plan in the amount of $7,086,557.
The Debtors also agree that SG Chappaqua B will have an Allowed
Administrative Claim for $45,682, plus an additional $11,420 per
month, pro-rated for any partial period, to the extent that the
Plan Effective Date occurs after January 30, 2010, on account of
unpaid postpetition additional rent under the B Lease, which
Allowed Administrative Claim will be paid by the Debtors to SG
Chappaqua B on the Plan Effective Date.
James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New
York, discloses that the Debtors own four parcels on the
Pleasantville Lease campus, which they will convey to SG Chappaqua
B by fee simple deed, free and clear of liens, claims and
interests pursuant to Section 363 of the Bankruptcy Code. The
Debtors will also assume and assign to SG Chappaqua B the lease
related to a certain portion of the Option Parcels between RDA and
Barry Rothberg with respect to the premises at 21 Roaring Brook
Road, in Chappaqua, New York.
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)
RENAISSANT LAFAYETTE: Wants DIP Financing & Use Cash Collateral
---------------------------------------------------------------
Renaissant Lafayette, LLC, has sought authorization from the U.S.
Bankruptcy Court for the Eastern District of Wisconsin to obtain
postpetition secured financing from Mallory Properties, LLC, and
to use the cash collateral.
The DIP lenders have committed to provide up to $750,000,000.
Mallory Properties will advance funds to the Debtor on an interim
basis in the amount of $250,000.
Forrest B. Lammiman, Esq., at Renaissant Lafayette LLC, the
attorney for the Debtor, explains that the Debtor needs the money
to fund its Chapter 11 case, pay suppliers and other parties.
The DIP facility will mature December 31, 2014, or the date on
which 70% of the total number of Residential Units are sold. The
DIP facility will incur interest at 15% per annum. Upon and after
the occurrence of an Event of Default or maturity of the DIP Loan,
interest will accrue on the entire unpaid balance of principal and
interest outstanding an unpaid expenses to Mallory Properties
pursuant to the DIP Documents at the annual rate equal to 18%.
Upon entry of the Final DIP Order, Mallory Properties will pay
from the DIP Loan:
(i) up to $3,600,000 to reserve for the line items contained
within the draw requests referenced in the DIP Financing
Agreement;
(ii) an amount to the Existing Lender of not more than
$1,400,000 to reduce the principal balance due to the
Bank under the Bank Loan, of which $400,000 will be paid
upon entry of the Final DIP Financing Order and
$1,000,000 will be paid on the effective date of the
Plan;
(iii) a final commitment fee to Mallory Properties equal to the
difference between (a) $240,000 (2% of the maximum amount
of the DIP Loan) and (b) 2% of the Interim Funding
Amount; and
(iv) any amounts described in the Budget to be funded as of
that date pursuant to the terms of the DIP Agreement.
The Debtor will file a plan of reorganization within 120 days
after the Petition Date, and will obtain confirmation of a plan of
reorganization within 180 days after the Petition Date.
As security for the DIP Obligations, these security interests and
liens are granted to Mallory Properties, subject, only in the
event of the occurrence and during the continuance of an Event of
Default, to the Carve-Out as provided in the DIP Financing
Agreement:
(a) a valid, binding, continuing, enforceable, fully-
perfected first priority senior security interest in and
lien upon all pre- and post petition real and
personal property of the Debtor and the Debtor's estate,
that, on or as of the Petition Date is not subject to
valid, perfected and non-avoidable liens;
(b) a valid, binding, continuing, enforceable, fully-
perfected first priority senior priming security interest
in and lien upon all Cash Collateral, Prepetition
Collateral and Post Petition Collateral. Such security
interests and liens will be senior in all respects to all
Prepetition Liens;
(c) the DIP Liens won't be (a) subject or subordinate to any
lien or interest, including, without limitation (i) any
lien or security interest that is avoided and preserved
for the benefit of Debtor and its estate under Section
551 of the Bankruptcy Code or (ii) any liens arising
after the Petition Date including, without limitation,
any liens or security interests granted in favor of any
federal, state, municipal or other governmental unit,
commission, board or court for any liability of the
Debtor, or (b) subordinated to or made pari passu with
any other lien or security interest; and
(d) notwithstanding Mallory Properties' senior priming lien
position, the Existing Lender will be entitled to
payments to the extent described in the DIP Financing
Agreement prior to maturity of the DIP Loan, whether by
acceleration or otherwise.
A copy of the DIP Financing Agreement is available for free at:
http://bankrupt.com/misc/RENAISSANT_dipfinancingpact.pdf
A copy of the budge is available for free at:
http://bankrupt.com/misc/RENAISSANT_dip_budget.pdf
Amalgamated Bank, the Trustee of Longview Ultra Construction Loan
Investment Fund fka Longview Ultra 1 Construction Loan Investment
Fund, has objected, saying:
(a) the Debtor hasn't proposed and cannot provide adequate
Protection sufficient to permit a super-priority
administrative claim and priming lien;
(b) the debtor hasn't proposed and can't provide adequate
protection sufficient to permit the use of cash
collateral on an interim or final basis.
Amalgamated Bank says that the Debtor's motion to obtain DIP
Financing and to use cash collateral should be denied because the
lender is willing to provide sufficient financing on more
favorable terms than Mallory.
Amalgamated Bank is represented by L. Katie Mason.
About Renaissant Lafayette
Oak Brook, Illinois-based Renaissant Lafayette LLC is the owner of
a 280-unit luxury condominium development in Milwaukee named Park
Lafayette. The project is at the intersection of North Prospect
Avenue and Lafayette Place in Milwaukee. So far, 39 units were
sold.
The Company filed for Chapter 11 bankruptcy protection on December
23, 2009 (Bankr. E.D. Wis. Case No. 09-38166). Forrest B.
Lammiman, Esq., at Meltzer, Purtill & Stelle LLC, assists the
Company in its restructuring effort. The Company listed
$50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.
SANFORD HOROWITZ: Court Establishes March 1 as Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has established March 1, 2010, as the last day for individuals and
entities to file proofs of claim against Sanford Jay Horowitz, aka
Sandy Horowitz.
Calabasas, California-based Sanford Jay Horowitz aka Sandy
Horowitz filed for Chapter 11 on November 3, 2009 (Bankr. C.D.
Calif. Case No. 09-24651). The Law Offices of Peter M. Lively
represents the Debtor in his restructuring effort. In his
petition, the Debtor listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in debts.
SINCLAIR BROADCAST: Inks Retransmission Consent Deal With Mediacom
------------------------------------------------------------------
Sinclair Broadcast Group, Inc., has entered into a one-year
retransmission consent agreement with Mediacom Communications
Corporation for the continued carriage of the signals of 22
television stations owned or operated by Sinclair in 15 markets to
more than 600,000 unique Mediacom subscribers. Mediacom has also
agreed to drop its FCC complaint against Sinclair arguing that
Sinclair had not negotiated in good faith.
David Smith, President and Chief Executive Officer of Sinclair,
commented, "We are very happy with the outcome of the negotiations
which includes an acceptable economic arrangement. We are pleased
that our viewers and Mediacom's customers will continue to receive
the important and popular programming carried on our stations such
as the local news, sports, and network shows as CSI, American Idol
and 24."
About Sinclair Broadcast Group
Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets. The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.
As of September 30, 2009, the Company had $1,629,148,000 in total
assets against $1,761,322,000 in total liabilities. As of
September 30, 2009, the Company had $746,116,000 in accumulated
deficit and $132,174,000 in total deficit. The September 30
balance sheet showed strained liquidity: The Company had
$183,042,000 in total current assets against $201,028,000 in total
current liabilities.
* * *
Sinclair carries Moody's Investors Service's Caa2 Corporate Family
Rating and Caa3 Probability of Default Rating; and Standard &
Poor's Ratings Services' 'B-' corporate credit rating.
SINCLAIR BROADCAST: Says Q4 Net Broadcast Revenues Lower From 2008
------------------------------------------------------------------
Sinclair Broadcast Group, Inc., expects its net broadcast revenues
for the three months ended December 31, 2009, to be better than
the guidance it provided on November 4, 2009. The Company now
expects fourth quarter net broadcast revenues to be roughly
$153.8 million, or only 6.5% lower than the same period last year.
This is an improvement over its prior guidance which estimated net
broadcast revenues to be approximately $143.3 to $146.3 million,
or 11.0% to 12.8% down, as compared to fourth quarter 2008 net
broadcast revenues of $164.4 million. Advertising revenues from
the auto sector has been a major driver of the revenue improvement
due to increased spending by dealers and domestic manufacturers.
The Company now expects the auto category to be down by roughly
4.0% in the fourth quarter versus its prior estimate for auto to
be down by high teen percents.
In addition, the Company said the affiliation agreements with the
ABC Network for nine stations it owns or operates have been
extended for one month while the two sides continue to negotiate.
The network affiliation agreements were due to expire December 31,
2009.
The Company will report its actual fourth quarter results on
February 17, 2010.
About Sinclair Broadcast Group
Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets. The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.
As of September 30, 2009, the Company had $1,629,148,000 in total
assets against $1,761,322,000 in total liabilities. As of
September 30, 2009, the Company had $746,116,000 in accumulated
deficit and $132,174,000 in total deficit. The September 30
balance sheet showed strained liquidity: The Company had
$183,042,000 in total current assets against $201,028,000 in total
current liabilities.
* * *
Sinclair carries Moody's Investors Service's Caa2 Corporate Family
Rating and Caa3 Probability of Default Rating; and Standard &
Poor's Ratings Services' 'B-' corporate credit rating.
SIX FLAGS: Motion SFO Noteholders Disclosure Hearing Today
----------------------------------------------------------
At the request of the statutory committee of unsecured creditors
in Six Flags Inc.'s cases, the Bankruptcy Court will convene an
expedited hearing on January 8, 2010, at 10:00 a.m. Prevailing
Eastern Time on a request for an FRBP Rule 2019 disclosure by
noteholders.
The Official Committee of Unsecured Creditors in Six Flags Inc.
has asked Judge Christopher S. Sontchi of the United States
Bankruptcy Court for the District of Delaware to compel the
Informal Committee of SFO Noteholders to comply with Rule 2019 of
the Federal Rules of Bankruptcy Procedure, by:
(a) requiring every member of the SFO Noteholders' Committee
to disclose the amount of each of their claims against the
Debtors, the dates the claims were acquired, the amounts
paid and the dates and circumstances of any subsequent
dispositions thereof; or
(b) bar their participation in these cases until disclosure
consistent with the Court's ruling on this Motion is
completed.
Laura Davis Jones, Esq., at Pachulski, Stang Ziehl & Jones LLP,
in Wilmington, Delaware, notes that Rule 2019, by its terms,
mandates disclosures by ad hoc committees, including disclosure
of the nature and amount of claims or interests held by group
members, as well as when those claims or interests were acquired
or sold.
The Creditors' Committee believes enforcement of Rule 2019 is
essential under the facts and circumstances of these cases, Ms.
Jones tells the Court. She points out that the SFO Noteholders
Committee has affirmatively chosen to assume a central role in
the Debtors' bankruptcy cases -- first seeking to terminate
exclusivity to propose their own plan, and then striking a deal
whereby the Debtors adopted and agreed to champion the SFO Plan;
thus, the Creditors' Committee believes the Debtors' complicity
in pushing the SFO Plan is based, at least in par, on the
Debtors' acceptance of contemporaneous representations by the SFO
Noteholders Committee that it represented the interests of
holders of SFI Notes.
Ms. Jones further argues that given the central role the SFO
Noteholders Committee has chosen to play in the bankruptcy cases,
and the likely role that Committee will play in trying to force
confirmation of the SFO Plan, it is critical for the Court and
the Creditors' Committee to be able to fairly evaluate the SFO
Noteholder Committee's credibility and motives in these cases,
including through an understanding of:
(a) the financial incentives created through debt holdings at
multiple levels of the Debtors' capital structure;
(b) the veracity of claims to have been acting consistent with
the interests of holders of SFI Notes during the
negotiation of the SFO Plan; and
(c) the securing of the Debtors' acquiescence to the SFO Plan
through benefits promised to senior management.
* * *
In a separate filing, the Creditors' Committee asks the Court to
allow that certain excerpts of the deposition of Michael Elkins,
attached to the motion as Exhibit F, be filed under seal.
Further, the Creditors' Committee asks the Court that a hearing
to consider this request be convened on January 8.
About Six Flags
Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.
Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.
Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News. The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000).
SIX FLAGS: Removal Period Extended to March 10
----------------------------------------------
Bankruptcy Judge Christopher Sontchi granted a second extension to
Six Flags Inc.'s time to file notices of removal of civil actions.
The removal period was extended to March 10 after no parties filed
objections to the requested extension.
Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.
Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.
Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News. The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000).
SIX FLAGS: Parties Object to Merrill as Board Advisor
-----------------------------------------------------
Six Flags Inc. and its units are seeking the Court's authority to
employ Merrill Lynch, Pierce, Fenner & Smith Incorporated to serve
as financial advisor to their Board of Directors nunc pro tunc to
September 21, 2009.
In an effort to resolve the uncertainties surrounding the plan
process, in September 2009, the Board determined that it was
appropriate to retain experienced professionals to render
independent financial advisory services to the Board in
connection with the Debtors' Chapter 11 cases to assist the Board
in evaluating various alternatives available to the Debtors.
According to Jeffrey R. Speed, the Debtors' chief financial
officer, the Debtors' ultimate goal in employing Merrill Lynch is
to provide the Board, and by extension, the Debtors, their
estates, and other parties in interest, with an independent
review and analysis regarding various available alternatives and
to assist the Debtors in exiting chapter 11 quickly and
efficiently.
Parties Object
A. Resilient Capital Management
Resilient Capital Management, LLC, asks the Court to deny the
Debtors' application to employ Merrill Lynch, Pierce, Fenner &
Smith Incorporated, as financial advisor to Six Flags, Inc.'s
Board of Directors.
Resilient objects to Merrill Lynch's employment as additional
financial advisor because Resilient believes Merrill Lynch's
services will be duplicative of services already provided to the
Debtors by Houlihan Lokey, Howard& Zukin Capital, Inc. as the
Debtors' Financial Advisor and Investment Bankers. Resilient
complains that the Merrill Lynch application is not providing the
Debtors with truly independent financial advice; rather, Merrill
Lynch, who, according to the Debtors, understands that the Common
Stock and Preferred Income Equity Redeemable Shares (PERS) are
likely to have no value, has either adopted Houlihan Lokey's
valuation of PIERS, or it has prejudged the value of the Debtors'
estate.
Another reason for Resilient's disagreement with Merrill Lynch's
employment is its understanding that the fees the Debtors propose
to pay Merrill Lynch are excessively high. Resilient believes
the Debtors have failed to establish that Merrill Lynch's
proposed $50,000 monthly fee and $3,500,000 Restructuring
Transaction Fee above Houlihan Lokey's fees are reasonable.
Merrill Lynch should not be awarded a Restructuring Transaction
Fee for achieving a goal with which Houlihan Lokey has already
been tasked, Resilient argues. Instead, Merrill Lynch should be
incentivized to perform work that will lead to the Debtors'
restructuring, and should only be compensated for proactively
acting to benefit the Debtors' estate, Resilient adds.
B. Creditors' Committee
The Official Committee of Unsecured Creditors asks the Court to
deny the Debtors' application to employ Merrill Lynch contending
that the proposed employment is prohibited under the Bankruptcy
Code and would otherwise result in unjustified and unnecessary
waste of the estate's assets.
The Creditors' Committee tells the Court that it recognizes the
Debtors' need for competent advisory services in connection with
their Chapter 11 cases. However, the Debtors have already
employed and have committed the estates to pay significant
monthly and transaction fees to Houlihan Lokey for the same
services.
The Creditors' Committee objects to the employment of Merrill
Lynch specifically because the Debtors fail to explain why
Houlihan Lokey cannot be relied upon to fulfill the terms of its
engagement, including its undertaking to advise and attend
meetings of the Debtors' Board of Directors.
Further, the Creditors' Committee objects to the employment of
Merrill Lynch because the Debtors fail to explain how Merrill
Lynch, which has apparently subscribed to the valuation thesis
put forth by the management and Houlihan Lokey in support of the
existing plan of reorganization, will provide independent
advisory services.
Should the Court find it appropriate for the Debtors to employ an
second financial advisor, the Creditors' Committee asks the Court
to adjust the compensation structures of both Houlihan Lokey and
Merrill Lynch, to prevent the estates from paying twice for the
same services.
About Six Flags
Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.
Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.
Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News. The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000).
SMURFIT-STONE: Monitor's 10th Report on Container Canada
--------------------------------------------------------
Deloitte & Touche, Inc., the monitor in the proceedings under the
Companies' Creditors Arrangement Act commenced by Smurfit-Stone
Container Canada, Inc., et al., delivered its tenth monitor
report to the Superior Court of Justice (Commercial List) for the
Province of Ontario, in Canada.
The Monitor informs the Court that the purpose of the Tenth
Report is to provide the Court with an update in respect of these
matters and to provide the Monitor's recommendation with respect
to the CCAA Entities' request for an extension of the stay period
to February 26, 2010:
* ongoing operations of the CCAA Entities;
* Chapter 11 Proceedings;
* DIP Facility;
* critical suppliers and pre-CCAA expenses;
* pension and other employee matters;
* cash flow forecast and results relative to forecast;
* revised cash flow forecast;
* restructuring efforts to date;
* claims process;
* other matters; and
* Monitor's recommendation.
In addition, the Monitor discloses that, among others,:
-- SSC Canada has outstanding borrowings aggregating
C$7,200,000 under the Canadian term loan facility and that
there are no outstanding borrowings under the Canadian DIP
revolving facility;
-- the Initial CCAA Stay Order permits the CCAA Entities, with
the consent of the Monitor and the DIP Agent, to pay for
goods and services supplied to them prior to January 26,
2009, by railways, trucking companies and other carriers
and customs brokers. For the interim period from September
5, 2009, to December 4, 2009, no further payment consents
were asked. For the period from January 26, 2009, to
November 13, 2009, the Monitor has consented to total
payments of approximately C$1,700,000, of which all has
been paid;
-- from September 5, 2009, to November 13, 2009, the Monitor
has consented to payments to critical suppliers totaling
C$1,500,000. For the period January 26, 2009, to November
13, 2009, the Monitor has consented to total payments of
approximately C$3,900,000, all of which has been paid;
-- for the interim period from November 14, 2009, to December
4, 2009, the Monitor has consented to further payments
totaling C$500,000 which has been included in the November
Revised Cash Flow Forecast.
The Monitor tells the Court that the CCAA Entities' management is
working to realize on its non-core assets, reduce its costs, and
manage financial and operational aspects with a view to enhancing
long term viability.
A full-text copy of the Monitor's 10th Report is available for
free at http://bankrupt.com/misc/SSC10thMonRep.pdf
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)
STAR FOOD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Star Food International, a California corporation
dba Freshia Market
12840 Beach Boulevard
Stanton, CA 90680
Bankruptcy Case No.: 10-10073
Chapter 11 Petition Date: January 5, 2010
Court: United States Bankruptcy Court
Central District of California (Santa Ana)
Judge: Erithe A. Smith
Debtor's Counsel: Monica Y. Kim, Esq.
10250 Constellation Blvd., Ste 1700
Los Angeles, CA 90067
Tel: (310) 229-1234
Email: myk@lnbrb.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/cacb10-10073.pdf
The petition was signed by Steve Park, president and chief
executive officer of the Company.
STEELCLOUD INC: Receives Delisting Notice From Nasdaq
-----------------------------------------------------
SteelCloud, Inc. said that on January 5, 2010, the Company was
notified by The Nasdaq Stock Market (Nasdaq) that the Nasdaq
Hearings Panel has determined to delist the Company's securities
from Nasdaq and trading in the Company's securities will be
suspended effective as of the open of trading on Thursday,
January 7, 2010. As previously reported by the Company on
October 8, 2009, the Nasdaq Hearing Panel had given the Company
until January 4, 2010, the full extent of the Panel's authority,
to evidence at least $2.5M of stockholders' equity.
"Although I have communicated that it was the Company's intention
to take reasonable steps to keep our Nasdaq listing, moving to the
over the counter will save us money in fees and regulatory
expenses," said Brian Hajost, SteelCloud's President and CEO.
"Unfortunately, FINRA's approval process, which began shortly
after our shareholder meeting in October, was not concluded until
the last week in December, causing us to miss our expected
financing window. With FINRA's verbal no objection, we intend to
proceed with the offering pursuant to the registration statement
on Form S-1 which we filed with the SEC on April 22, 2009 and have
subsequently amended. We expect to file the final amendment to
our S-1 with the SEC shortly after the scheduled release of our
fiscal 2009 results at the end of this month."
While the Company's shares will be quoted on the Pink Sheets on
Thursday morning, the Company has begun the process of having its
common stock quoted on the Over-the-Counter Bulletin Board market
and does not expect any significant delays in obtaining such
quotation.
About SteelCloud
SteelCloud -- http://www.steelcloud.com/-- is a developer of
mobility computing appliance solutions. SteelCloud designs and
architects specialized appliance solutions for mobile computing
technologies including BlackBerry(R) Enterprise Server.
SteelCloud delivers integrated hardware/software appliance
solutions, to commercial and government enterprises that focus on
ease of deployment, policy compliance, and high availability.
Additionally, SteelCloud distributes BlackBerry software licensing
to companies worldwide that provided BlackBerry hosting services.
Over its 20-year history, SteelCloud has won numerous awards for
technical excellence and customer satisfaction. SteelCloud can be
reached at (703) 674-5500.
STEVE & BARRY: WARN Act Suit Fails to Pass Muster
-------------------------------------------------
Law360 reports that a putative class action accusing Steve &
Barry's of failing to give proper notice before a November 2008
mass firing lacks important information and needs to be redrawn, a
federal judge has ruled.
BH S&B Holdings LLC filed for bankruptcy protection together with
seven other affiliates on Nov. 19, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-14604). The seven debtor-affiliates are BH S&B
Distribution LLC, BH S&B Lico LLC, BH S&B Retail LLC, BHY S&B
Intermediate Holdco LLC, Cubicle Licensing LLC, Fashion Plate
Licensing LLC, and Heritage Licensing LLC.
BH S&B was formed by investment firms Bay Harbour Management and
York Capital Management in August 2008 to acquire the business
operations and assets of bankrupt retailer Steve & Barry's for
$163 million in August 2008. Steve and Barry's, based in Port
Washington, New York, was a specialty retailer of apparel and
accessories, selling, among other things, university apparel and
lifestyle brands, private-label casual clothing, and exclusive
celebrity endorsed apparel.
Steve & Barry's had 240 locations when it was bought and the new
owners had planned to cut that down to 173 stores. BH S&B had
intended to operate certain Steve & Barry's stores as going
concerns and to liquidate inventory at other locations. Since the
sale closing, however, for various reasons, including the general
health of the American economy and the state of the retail market
in particular, sales at all stores have been disappointing, and BH
S&B's revenue has suffered. As a result, BH S&B was not in
compliance with certain covenants under their senior secured
credit facility and had no prospects for continued financing of
their business as a going concern. In consultation with its
lenders, BH S&B decided the appropriate course of action to
maximize value for the benefit of all of its stakeholders was an
orderly liquidation in Chapter 11.
Bay Harbour Management is an SEC registered investment advisor
with significant experience in purchasing distressed companies
and effectuating their turnaround. The firm's holdings have
included the retailer Barneys New York, the facilities based CLEC
Telcove, and the former Aladdin Casino, now operating on the Las
Vegas strip as the Planet Hollywood Resort and Casino following
its rebranding and turnaround.
York Capital Management is an SEC registered investment advisor
with offices in New York, London, and Hong Kong with more than
$15 billion in assets under management. York Capital was founded
in 1991 and specializes in value oriented and event driven equity
and credit investments.
BH S&B is 100% owned by BHY S&B Intermediate Holdco LLC.
BH S&B and its affiliates' chapter 11 cases are presided over by
the Honorable Martin Glenn. Joel H. Levitin, Esq., and Richard A.
Stieglitz, Jr., Esq., at Cahill Gordon & Reindel LLP, in New York,
serve as bankruptcy counsel to BH S&B and its affiliates. RAS
Management Advisors LLC acts as restructuring advisors, and
Kurtzman Carson Consultants LLC as claims and notice agent.
About Steve & Barry's
Steve & Barry's LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq.,
at Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts. Pursuant to the Purchase Agreement, the
Court authorized 51 entities to change their corporate names.
Lead Debtor Steve & Barry's Manhattan LLC (Case No. 08-12579) was
changed to Stone Barn Manhattan LLC. Parent company Steve &
Barry's LLC (Case No. 08-12615) is now known as Steel Bolt LLC.
When Steve & Barry's LLC and its affiliates filed for bankruptcy,
they listed $693,492,000 in total assets and $638,086,000 in total
debts.
TAYLOR-WHARTON: Court Sets January 29, 2010 as Claims Bar Date
--------------------------------------------------------------
Judge Brendan L. Shannon at the United States Bankruptcy Court for
the District of Delaware established January 29, 2010, as the
deadline for creditors to file proofs of claim against Taylor-
Wharton International LLC and its affiliates.
Governmental entities have until May 17, 2010, to file proofs of
claim.
Taylor-Wharton International, LLC, is the world's leading
technology, service and manufacturing network for gas applications
involving pressure vessels and precision valves. Taylor-Wharton
International operates three complementary businesses from 16
manufacturing, sales, warehouse and service facilities in six
countries on four continents, and markets its products in over 80
countries worldwide.
The Company filed for Chapter 11 bankruptcy protection on
November 18, 2009 (Bankr. Delaware Case No. 09-14089). The
Company listed $10,000,001 to $50,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.
These affiliates of the Company also filed separate Chapter 11
petitions: Alpha One, Inc.; American Welding & Tank, LLC; Beta
Two, Inc.; Delta Four, Inc.; Epsilon Five, Inc.; Gamma Three,
Inc.; Sherwood Valve, LLC; Taylor-Wharton Intermediate Holdings
LLC; Taylor-Wharton International LLC; TW Cryogenics LLC; TW
Cylinders LLC; TW Express LLC; and TWI-Holding LLC.
TETON ENERGY: Plan Confirmation Hearing Moved to January 15
-----------------------------------------------------------
Teton Energy Corporation reports that the Bankruptcy Court for the
District of Delaware rescheduled:
-- the deadline for solicitation of votes to accept or reject
the Debtors' Plan of Reorganization from January 4, 2010,
at 4:00 p.m. EST to January 11, 2010, at 4:00 at p.m.
EST.; and
-- the hearing to consider confirmation of the Plan from
January 8, 2010, at 9:30 a.m. EST to January 15, 2010, at
2:00 p.m. EST.
As reported by the Troubled Company Reporter on December 28, 2009,
the Debtors have filed an amended joint Chapter 11 Plan of
Reorganization and an amended disclosure statement. Under the
Plan, holders of these claims will receive, when the claims become
payable under the applicable law, in full satisfaction,
settlement, release, and discharge of and in exchange for the
allowed priority tax claim, cash equal to the unpaid portion of
the face amount of the claim or other treatment as to which the
holder and the Debtor will have agreed:
(a) administrative claims,
(b) priority tax claims,
(c) other priority claims, and
(d) other secured claims.
All DIP Loan claims will be paid by the Reorganized Teton in cash,
while holders of trade claims will receive, in full satisfaction,
settlement, release, and discharge of and in exchange for the
allowed trade claim, cash equal to the amount of its allowed trade
claim (i) as paid pursuant to the trade claim orders prior to the
effective date of the Plan, and/or (ii) as paid pursuant the Plan,
which Plan distribution will be made as soon as reasonably
practicable after the later of the effective date or the date
immediately following the date that the claim becomes an allowed
trade claim.
Holders of prepetition secured lender claims will receive in full
satisfaction, settlement, release, and discharge of and in
exchange for all prepetition secured lender claims against the
Debtors, the auction proceeds, but in no event less than the sum
of $18,000,000.
Holders of general unsecured claims and convertible debenture
claims will receive pro rata share of the cash contribution, and
any excess auction proceeds after satisfaction in full of the
holders of allowed convertible debenture claims will be
distributed pro rata to the holders of allowed general unsecured
claims until paid in full.
Holders of interests in subsidiaries will retain their interests,
while interests in TEC will be cancelled and each holder of those
interests will not be entitled to, and won't receive or retain any
property or interest in property on account of, the interests.
Assets held by the Debtors immediately before the effective date
will re-vest in the prepetition owners of the same assets, as
reorganized debtors, free and clear of all liens, claims,
encumbrances and other interests.
On the effective date, individuals designated as officers or
members of the Board of Directors of the Debtors will be deemed to
have resigned, and the initial managers and initial officers of
Reorganized Teton will be disclosed not later than three days
prior to the Confirmation Hearing.
A copy of the Amended Plan is available for free at:
http://bankrupt.com/misc/TETON_ENERGY_amended_plan.pdf
A copy of the Amended Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?4c30
Caerus Oil Wins Auction
Teton Energy on December 15, 2009, conducted a bankruptcy auction
for the sale of Teton or substantially all of its assets. At the
conclusion of the auction, Caerus Oil and Gas LLC, a Delaware
limited liability company, was selected as the prevailing bidder,
beating the stalking horse offer by Rise Energy Partners II, LLC.
There are no relationships between Teton or its affiliates and
Caerus, other than with respect to the auction.
Caerus will acquire 100% of the membership interests of the
reorganized Teton with Teton's assets re-vesting in the
reorganized Teton free and clear of all liens, claims and
encumbrances that are not enumerated in Teton's Plan. The
consideration will be comprised of (i) $20,050,000 in cash
(subject to post-closing working capital adjustments), and (ii) a
contractual participation right to 50% of the profits (net of the
payment of Caerus' expenses) relating to certain assets of Teton,
which assets will be transferred into one or more special purpose
entities to be wholly owned by Caerus. The proceeds of the sale
to Caerus will be distributed in accordance with Teton's Plan.
Caerus has the option of converting the transaction to an asset
purchase arrangement with no change in effect to the creditors or
interest holders.
As stalking horse buyer, Rise is entitled to a $750,000 break-up
fee and the reimbursement of Rise's actual out-of-pocket and
reasonable third-party costs and expenses in an amount not to
exceed $200,000.
About Teton Energy
Denver, Colorado-based Teton Energy Corp. is an independent oil
and gas exploration and production company focused on the
acquisition, exploration and development of North American
properties, primarily concentrated in the Midcontinent and Rocky
Mountain regions of the U.S.
The Company filed for Chapter 11 bankruptcy protection on
November 8, 2009 (Bankr. D. Delaware Case No. 09-13946). As of
June 30, 2009, the Company listed $24,219,447.57 in assets and
$44,316,387.28 in liabilities.
TLC VISION: Aims to Emerge from Bankruptcy as Private Company
-------------------------------------------------------------
ModernMedicine, citing a report published at Ophthalmology Times,
says TLC Vision Corp. expects to emerge from bankruptcy as a
private company. The report notes the Company is restructuring
its debts through a prearranged Chapter 11 proceeding, wherein it
secured $15 million in financing and will sell six refractive
centers in Canada as part of its plan.
TLCVision -- http://www.tlcvision.com/-- is North America's
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care. Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.
TLC Vision (USA) Corporation, and two of its corporate affiliates
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473). The petition says assets and debts are
$100 million to $500 million.
The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP. The Company's financial advisor is Conway Del
Genio Gries & Co., LLC. Epiq Bankruptcy Solutions is claims and
notice agent.
TOUSA INC: Proposes Sale of Sorrel to High Pointe
-------------------------------------------------
Tousa Inc. and its units ask the Bankruptcy Court to permit TOUSA
Homes, Inc., to enter into contracts for the purchase and sale of
(i) Sorrel Ranch Filings 3 and 4; and (ii) Sorrel Ranch Filings 7,
9, and 10, to High Pointe Holdings, L.L.C., for a total of
$722,500, subject to higher and better bids.
The Debtors developed the Sorrel Ranch subdivision in Aurora,
Colorado. They marketed the Sorrel Ranch Unsold Lots since April
2009 in relation to their revised business plan. Certain offers
for the purchase of the Sorrel Ranch assets in bulk were
received. Upon analysis, TOUSA Homes determined that High
Pointe's offer was the highest and best received.
Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, asserts High Pointe's offer is superior for these
reasons:
(1) High Pointe's offer contemplated a total purchase price
for the Properties of $722,500, which, when compared to
other offers, reflected a higher overall net value for all
of the subject properties. While the Debtors received an
offer to purchase Filings 3 and 4 for a higher price than
High Pointe's offer, no other party, except for High
Pointe, was willing to also purchase Filings 7, 9, and 10.
(2) High Pointe's offer would facilitate a sale of all of lots
within Sorrel Ranch and thus, would ensure immediate and
definite finality with respect to TOUSA Homes' interests
in the Properties, as opposed to piecemeal or protracted
sales of individual lots over an extended period of time.
(3) The high monthly carrying costs associated with Sorrel
Ranch necessitate the sale of the Properties as soon as
Possible, holding out for any marginally higher price is
negated by expensive carrying costs.
(4) High Pointe is a local residential builder and real estate
investment company, which has previously done business
with the Debtors. The Debtors believe that High Pointe is
ready, willing and able to close the transaction
contemplated under the Agreements without delay.
Accordingly, after engaging in arm's-length negotiations, TOUSA
Homes and High Pointe entered into the Agreements. The salient
terms of the Filings 3 and 4 Purchase Agreement are:
(a) High Pointe will pay $350,000, subject to any closing
adjustments, for the 150 lots, together with all
improvements and fixtures and all related rights and
appurtenances related to the Property.
(b) TOUSA Homes will assume and assign to High Pointe any
contracts and agreements resulting in rights and
obligations with respect to the development of the
Property and the construction and sale of homes, including
any contracts and agreements with any governmental entity,
agency or authority or utility company or district. The
Debtors believe that there are no cure amounts associated
with the assumption of the Assigned Contracts. Moreover,
the Debtors will provide notice of the Sale Motion to each
of the counterparties to the Assigned Contracts.
(c) Closing is scheduled to take place on the 5th day after
the expiration of an Inspection Period, which is a 30-day
period beginning on November 13, 2009. TOUSA Homes must
deliver to High Pointe documentation demonstrating
compliance with the Non-Core Asset Sales Order.
The salient terms of the Filings 7, 9, and 10 Purchase Agreement
are:
(a) High Pointe will acquire 5 lots for $372,500, subject to
any closing adjustments, together with all improvements
and fixtures and all related rights and appurtenances
related to the Property.
(b) TOUSA Homes will assume and assign to High Pointe any
contracts and agreements resulting in rights and
obligations with respect to the development of the
Property and the construction and sale of homes, including
any contracts and agreements with any governmental entity,
agency or authority or utility company or district. The
Debtors believe that there are no cure amounts associated
with the assumption of the Assigned Contracts. Moreover,
the Debtors will provide notice of the Sale Motion to each
of the counterparties to the Assigned Contracts.
(c) Closing is scheduled to take place on the 5th day after
the expiration of an Inspection Period, which is a 30-day
period beginning on November 13, 2009. High Pointe must
deliver to High Pointe documentation demonstrating
compliance with the Non-Core Asset Sales Order.
The Debtors typically accomplish sales of properties less than $1
million via notice to certain parties-in-interest pursuant to the
Non-Core Asset Sales Order entered March 3, 2008. However, in
light of a recent third party indication of interest with respect
to the Properties, the Debtors filed a formal sale motion with
respect to the Sorrel Ranch Property to ensure that public notice
of the sale of the Properties is provided.
About Tousa Inc.
Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.
The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928). The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts. Lazard Freres & Co. LLC is the Debtors' investment
banker. Ernst & Young LLP is the Debtors' independent auditor and
tax services provider. Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.
TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746). It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.
The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.
TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.
Bankruptcy Creditors' Service, Inc., publishes TOUSA Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by TOUSA Inc. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
TOUSA INC: Court OKs Termination Fee Payment to Lennar Texas
------------------------------------------------------------
At the behest of Tousa Inc. and its units, the Bankruptcy Court
authorized debtor Newmark Homes, L.P., to enter into a General
Mutual Release Agreement with Lennar Homes of Texas, Land and
Construction, Ltd.
Lennar Texas is the sub-landlord of certain suites located at 300
E. Sonterra Boulevard, in San Antonio, Texas. Pursuant to a
postpetition non-residential real property sublease dated
July 2, 2008, Newmark subleased certain portions of the Property,
Suite Nos. 1130 and 1170, from Lennar for use in connection with
the operation of the Debtors' Texas division. Monthly base rent
under the Sublease is $8,759, and the Sublease terminates on
October 30, 2010.
In line with their revised business plan, the Debtors shifted
focus from new sales and construction and instead concentrated on
selling remaining inventory and closing home sales. Consistent
with this plan, the Debtors determined that they no longer need
the office space occupied pursuant to the Lennar Sublease.
Recognizing that the Sublease is a postpetition agreement, the
Debtors endeavored to engage Lennar in discussions that would
facilitate a termination of the Sublease and minimize
administrative claims that could be asserted in connection with
that termination, Paul Steven Bergerman, Esq., at Berger
Singerman, P.A., in Miami, Florida, tells the Court.
To that end, Newmark and Lennar engaged in arm's-length
negotiations and recently reached a consensual agreement that
will allow Newmark to terminate the Sublease in return for
payment of a termination fee of $48,178.
The Termination Fee represents half of the total amount of
monthly base rent that would otherwise be due under the Sublease
through October 2010.
The Debtors estimate that they will save approximately $84,000,
including base rent and additional cost savings associated with
the Sublease, like utility expenses, under the terms of the
proposed Termination Agreement.
Consistent with the Termination Agreement and pending approval by
the Court, Newmark noted its plan to have vacated the Property as
of November 30, 2009.
Pursuant to the terms of the Termination Agreement, however,
Newmark will pay the Termination Fee to Lennar only upon approval
of the Termination Agreement by the Court. Finally, the
Termination Agreement contemplates mutual releases of all claims
and causes of action relating to the Sublease.
The Court will consider the Debtors' request at a December 16,
2009 hearing.
About Tousa Inc.
Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.
The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928). The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts. Lazard Freres & Co. LLC is the Debtors' investment
banker. Ernst & Young LLP is the Debtors' independent auditor and
tax services provider. Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.
TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746). It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.
The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.
TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.
Bankruptcy Creditors' Service, Inc., publishes TOUSA Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by TOUSA Inc. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
TOUSA INC: LBO Lenders Post Bonds to Appeal Fraud Ruling
--------------------------------------------------------
The Official Committee of Unsecured Creditors in Tousa Inc.'s
cases already won judgment against secured lenders on claims that
loans made six months before the Chapter 11 filing were fraudulent
transfers. The bankruptcy judge required the lenders to post a
total of $700 million in appeal bonds to stay enforcement of his
October ruling that the transactions were voidable in bankruptcy.
The First Lien Lenders, Second Lien Lenders and Senior
Transeastern Lenders posted supersedeas bonds on December 22,
2009, to stay execution of Judge Hanen's Amended Final Judgment
on the Creditors Committee Action against Citicorp and certain
other defendants.
A. First Lien Lenders
The Appearing First Lien Lenders were directed to post bonds
amounting to $117,235,130, plus 10% or $128,958,643. Thus, 22
First Lien Lenders posted bonds totaling $120,834,217,
consisting of:
Lender Bond Amount
------ -----------
Monarch Master Funding Ltd., fka $37,251,374
Quadrangle Master Funding Ltd.
Trilogy Portfolio Company, LLC 25,819,241
Citibank, N.A. 16,425,750
JP Morgan Chase Bank, N.A. 12,555,885
CFIP Master Fund, Ltd. 5,886,936
WCP Real Estate Strategies Fund (Cayman), L.P. 5,341,677
Goldman Sachs Credit Partners, L.P. 2,762,569
Taconic Opportunity Fund L.P. 3,110,007
Investment CBNA Loan Funding LLC 2,245,828
WCP Real Estate Strategies Fund L.P. 1,975,688
Grand Central Asset Trust, Gaia Series 1,714,749
Citicorp North America, Inc. 1,673,568
Grand Central Asset Trust, SIL Series 1,521,398
Taconic Capital Partners 1.5 L.P. 777,501
Morgan Stanley Senior Funding Inc. 450,215
Bank of America, N.A. 404,008
Van Kampen Dynamic Credit Opportunities Fund 329,288
Royal Bank of Canada 268,613
JP Morgan Whitefriars Inc. 116,914
Van Kampen Senior Loan Fund 95,360
Merrill Lynch Pierce Fenner & Smith 20,047
Van Kampen Senior Income Trust 87,601
B. Second Lien Lenders
As required, 17 Second Lien Lenders posted $23,807,423 in
bonds, comprised of:
Lender Bond Amount
------ -----------
Monarch Master Funding Ltd. $18,441,226
Citibank, N.A. 715,583
Citicorp North America, Inc. 109,035
14 Second Lien Lenders 4,541,578
A list of the 14 Second Lien Lenders is available for free at:
http://bankrupt.com/misc/Tousa_14SecondLienLenders.pdf
All of the Second Lien Lender Bonds have been issued by
sureties with ratings of "A" or better by A.M. Best as
required by the United States District Court for the Southern
District of New York's order granting in part Motions for Stay
and closing Cases dated November 20, 2009.
C. Senior Transeastern Lenders
The Senior Transeastern Lenders are required to post bonds
totaling $531,182,000. Thus, 21 Transeastern Lenders posted
bond amounting to $467,324,181, consisting of:
Lender Bond Amount
------ -----------
Monarch Master Funding Ltd., fka $205,352,884
Quadrangle Master Funding Ltd.
Bank of America, N.A. 67,909,032
Grand Central Asset Trust, 32,393,923
CED Series/HLD Serie/SOH Series
JP Morgan Chase Bank, N.A. 24,683,774
Deutsche Bank Trust Company Americas 21,905,726
Deutsche Bank Trust Company Americas 19,276,763
Blue Marlin Funding, LLC 18,586,677
Ocean Bank 15,030,706
Wells Fargo Bank, N.A. - Foothill Grp 13,276,198
Aurom CLO 2002-1 Ltd., Flagship 12,502,127
CLO III, Flagship CLO IV,
Flagship CLO V and Deutsche Bank
Trust Company Americas
Van Kampen Dynamic Credit 9,853,981
Opportunities Fund, Van Kampen
Senior Income Trust, and
Van Kampen Senior Loan Fund
Merrill Lynch Credit Products 7,965,718
Sequils-Centurion V, Ltd. 5,974,289
Highland Floating Rate LLC 5,310,479
Highland Floating Rate Advantage Fund 5,310,479
Highland Loan Funding VII, Ltd. 3,319,049
Hartford Floating Rate Fund 3,319,049
Riversource Floating Rate Fund 1,327,619
Silver Oak Capital LLC 1,327,619
Goldman Sachs Credit Partners, L.P. 1,327,619
Merrill Lynch Credit Products, 1,327,619
on behalf of itself and 3V
Capital Master Fund Ltd./3V Capital
Management, LLC
Bear Stearns Investment Products, Inc. 663,809
The $21,905,726 bond posted by Deutsche Bank is on behalf of
itself and Centurion CDO 10, Ltd.; Centurion CDO 8, Limited;
Centurion CDO 9, Ltd.; Centurion CDO II, Ltd.; Centurion CDO VI,
Ltd.; Centurion CDO VII, Ltd.; and Centurion CDO XI, Ltd.
The $19,276,763 bond posted by Deutsche Bank is on behalf of
itself and Eaton Vance Credit Opportunities Fund; Eaton Vance
Floating-Rate Income Trust; Eaton Vance Grayson & Co.; Eaton
Vance Limited Duration Income Fund, Eaton Vance Senior Debt
Portfolio; Eaton Vance Senior Floating-Rate Trust; Eaton Vance
Senior Income Trust; and Eaton Vance VT Floating-Rate Income
Fund.
The $205,352,884 bond posted by Monarch Master Funding Ltd. is on
behalf of itself and Farallon Capital Institutional Partners II,
L.P.; Farallon Capital Institutional Partners III, L P.; Farallon
Capital Institutional Partners L.P.; Farallon Capital Offshore
Investors II, L.P.; Farallon Capital Offshore Investors, Inc.;
Farallon Capital Partners L.P.; and Tinicum Partners L.P.
About Tousa Inc.
Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.
The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928). The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts. Lazard Freres & Co. LLC is the Debtors' investment
banker. Ernst & Young LLP is the Debtors' independent auditor and
tax services provider. Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.
TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746). It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.
The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.
TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.
Bankruptcy Creditors' Service, Inc., publishes TOUSA Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by TOUSA Inc. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
TRONOX INC: Liquidity Solutions, et al., Buy Claims
---------------------------------------------------
The Clerk of the Bankruptcy Court recorded the transfer of 28
claims totaling $685,592 from July 28, 2009, to January 3, 2010:
(a) Liquidity Solutions Inc.
Transferee Claim No. Claim Amount
---------- --------- ------------
Olin Corp Chlor Alkali 1854 $272,509
Olin Corp Chlor Alkali 1855 124,886
Wurzburg Inc. 2132 34,073
Airbags Carbonics - 31,390
Pumps Parts & Service Inc. 272 24,169
Stubbs Oil Co Inc 72 23,441
Tranter Phe Inc. 15&81 10,297
F T F Technologies Inc - 7,480
Anhydro North America 227 6,900
Andress Engineering
Associates Inc. 590 5,635
Airdusco Inc 551 5,024
Mar-Val Process Equipment Co - 3,261
Rebel Oil Co. - 1,232
Process Supplies &
Accessories Inc - 1,474
Grainger - 1,101
Silver State Analytical
Laboratories - 1,043
Soda Springs Education
Foundation - 1,000
(b) Fair Harbor Capital, LLC
Transferee Claim No. Claim Amount
---------- --------- ------------
The Massey Co 743 $7,917
Oseco Inc. - 6,803
RMC & Associates, Inc. 67 6,800
Vulcan Safety Shoe Inc. 381 4,152
Vulcan Safety Shoe Inc. 3,563
(c) Corre Opportunities Fund, L.P.
Transferee Claim No. Claim Amount
---------- --------- ------------
United Filtration
Systems, Inc. 253 $564
Premier Systems &
Training Inc. - 220
Van Note Enterprises Group - 466
Van Note Enterprises Group - 404
(d) Riverside Claims LLC
Transferee Claim No. Claim Amount
---------- --------- ------------
Columbia Specialty
Metals LLC 114 $55,944
Southern Welding Supply, Inc. - 6,998
(e) ASM Capital, L.P.
Transferee Claim No. Claim Amount
---------- --------- ------------
Yancey Bros Co. 626 $16,177
(f) Argo Partners
Transferee Claim No. Claim Amount
---------- --------- ------------
Alfa Laval Inc 263 $13,669
(g) United States Debt Recovery LLC
Transferee Claim No. Claim Amount
---------- --------- ------------
International Fire
Protection, Inc. 41 $7,000
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: David Zamarin Named Chief Mktg. Officer
------------------------------------------------------
David Zamarin has been named Senior Vice President and Chief
Marketing Officer at Tropicana Entertainment, LLC responsible for
developing the corporate marketing function. From 2002-2008, Mr.
Zamarin was head of corporate marketing at Penn National Gaming
where he successfully implemented marketing, marketing research
and brand development strategies for Penn's 16 casino and racing
operations.
"We are very pleased to have David join our team," said Tropicana
CEO Scott C. Butera. "He brings us a wealth of knowledge and
experience in database marketing, customer development, and
promotional activities. He also has the strategic vision to lead
the development of a brand strategy that positions us for future
growth."
While at Penn, Mr. Zamarin built the company's first-ever
corporate level marketing and marketing research functions. In
the role he created marketing performance standards which were
measured through comprehensive evaluations of marketing
efficiencies and effectiveness. He also developed a series of
property satisfaction surveys to help inform and guide the
company's customer acquisition and retention programs.
Mr. Zamarin, who holds a Ph.D. in Experimental/Social Psychology
from the University of Southern California, began his gaming
career in 1982 as the Director of Research for Harrah's Hotels and
Casinos in Reno, Nevada. Harrah's later (1986) elevated him to
Vice President of Marketing and Sales at its flagship Las Vegas
strip casino. In 1989 he opened Exxact Research + Marketing, a
casino marketing consulting firm he operated until 1991 when he
returned to the gaming industry at Gold River Gambling Hall in
Laughlin and went on to become the Director of Sales and Marketing
for Peppermill Hotel and Casino in Reno.
From 1993 to 2002, Mr. Zamarin honed his marketing skills as
the head of marketing in some of the most competitive land-based
and riverboat gaming markets in the country including Showboat
Mardi Gras Casino in East Chicago, Illinois; the Showboat Hotel
Casino in Las Vegas; and Hyatt's Grand Victoria Casino and Resort
in Rising Sun, Indiana.
In addition to his doctoral degree, Mr. Zamarin earned a Masters
in Psychology from California State University in Los Angeles, and
a Bachelor of Arts degree in Psychology from UCLA.
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)
TRUMP ENTERTAINMENT: Judge OKs Rival Disclosure Statements
----------------------------------------------------------
The judge overseeing the Trump Entertainment Resorts Inc.
bankruptcy gave the green light to rival disclosure statements,
one filed by an ad hoc committee of noteholders and supported by
Donald Trump and the other filed by Beal Bank and Icahn Partners,
Law360 reports. This paves way for creditors to vote on competing
reorganization plans for Trump Entertainment.
Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino. The Company
conducts gaming activities and provides customers with casino
resort and entertainment.
Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company. The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.
Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654). The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel. Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor. Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.
Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925). Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.
U.S. PREMIER: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: U.S. Premier Investments, LLC
4425 E 49th St
Los Angeles, CA 90058
Bankruptcy Case No.: 10-10214
Chapter 11 Petition Date: January 5, 2010
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Ernest M. Robles
Debtor's Counsel: David Marh, Esq.
3325 Wilshire Blvd Ste 1350
Los Angeles, CA 90010
Tel: (213) 487-9190
Fax: (213) 487-9484
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $500,001 to $1,000,000
The Debtor identified Michael Molnar with professional services
claim for $2,000 as its largest unsecured creditor. A full-text
copy of the Debtor's petition, including a list of its largest
unsecured creditor, is available for free at:
http://bankrupt.com/misc/cacb10-10214.pdf
The petition was signed by Kea Balani, president of the Company.
VERMILLION INC: Delaware Court Confirms Reorganization Plan
-----------------------------------------------------------
Vermillion, Inc.'s Plan of Reorganization was confirmed Thursday
by the United States Bankruptcy Court for the District of
Delaware. The Honorable Judge Christopher S. Sontchi presided.
Gail S. Page, Executive Chairperson of the Company's Board of
Directors said, "This is a great day, not only for Vermillion
shareholders, but for all the women who will benefit from our
OVA1(TM) test, the first FDA-cleared test for assisting physicians
in determining whether an ovarian tumor is likely to be malignant.
With this order, we are now poised to commercialize, with our
partner Quest Diagnostics, this important test. Additionally, we
will be able to continue the development of the other potential
tests in our pipeline."
As reported by the Troubled Company Reporter on November 26, 2009,
Vermillion filed its Plan of Reorganization and Disclosure
Statement November 24, 2009. The Plan calls for the Company to
pay all claims in full. The Plan allows holders of the Company's
common stock to retain their equity interests in the Company.
Yesterday, the TCR said Vermillion's First Amended Chapter 11 Plan
of Reorganization has been overwhelmingly accepted by classes of
creditors created under the Plan.
On December 28, 2009, Vermillion entered into securities purchase
agreements in connection with a private placement with a group of
investors effective December 24. On Thursday, Vermillion said it
has closed the private placement transaction. Vermillion received
approximately $43.05 million in gross proceeds from the sale of
approximately 2,328,000 shares of its common stock at a price of
$18.4932 per share.
The shares of Vermillion's common stock issued in connection with
the private placement have not been registered under the
Securities Act of 1933, as amended. Accordingly, the securities
may not be offered or sold in the United States except pursuant to
an effective registration statement or an applicable exemption
from the registration requirements of the Securities Act.
Vermillion has agreed to file within 120 days after the closing
one or more registration statements covering the resale of the
common stock.
About Vermillion Inc.
Vermillion, Inc. -- http://www.vermillion.com/-- is dedicated to
the discovery, development and commercialization of novel high-
value diagnostic tests that help physicians diagnose, treat and
improve outcomes for patients. Vermillion, along with its
prestigious scientific collaborators, has diagnostic programs in
oncology, hematology, cardiology and women's health. Vermillion
is based in Fremont, California.
The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091). Vermillion's legal advisor in connection with
its successful reorganization efforts is Paul, Hastings, Janofsky
& Walker LLP. At September 30, 2008, the Debtor had $7,150,000 in
total assets and $32,015,000 in total liabilities.
VIASPACE INC: Amends Securities Purchase Agreement
--------------------------------------------------
VIASPACE Inc. and its majority-owned subsidiary, VIASPACE Green
Energy Inc., a British Virgin Islands international business
company, entered into a sixth Amendment to a Securities Purchase
Agreement that was originally entered on Oct. 21, 2008.
Under the Purchase Agreement, VGE would acquire 100% of Inter-
Pacific Arts Corp., a British Virgin Islands international
business company, and the entire equity interest of Guangzhou
Inter-Pacific Arts Corp., a Chinese wholly owned foreign
enterprise registered in Guangdong province from Chang, the sole
shareholder of IPA BVI and IPA China. In exchange, the Registrant
agreed to pay a combination of cash, and newly-issued shares of
Registrant and VGE stock.
IPA BVI and IPA China specialize in the manufacturing of high
quality, copyrighted, framed artwork sold in U.S. retail chain
stores. IPA China also has a license to grow and sell a new fast-
growing hybrid grass to be used for production of biofuels and as
feed for livestock.
The acquisition of IPA BVI and IPA China ("Acquisition") was to be
completed through two closings. At the first closing which took
place on Oct. 21, 2008, VGE issued newly-issued shares to Chang
and his designees and the Registrant issued shares of its common
stock to Chang and Licensor. Chang delivered 70% of the
outstanding common stock of IPA BVI.
Going Concern
During the audit of its consolidated financial statements for the
year ended December 31, 2008, the Company's auditors issued a
going concern audit opinion which raised doubt about the Company's
ability to continue as a going concern and fund cash requirements
for operations through March 31, 2010. Beginning in the fourth
quarter of 2008, the Company has made major changes to address
this issue including laying off certain of its staff to reduce
operating expenses and selling non-core and as yet non-profitable
business units. The Company is now focused primarily on three
main business units including the fuel cell business, grass
business and framed-artwork business. During 2009, management of
the Company is focused on completing the Second Closing of the IPA
BVI and IPA China which requires a $4.8 million payment to Sung
Hsien Chang. The Company said if the Second Closing is
accomplished, management believes it will be able to continue as a
going concern with no immediate need for additional outside
financing.
About VIASPACE Inc.
Based in Irvine, California, VIASPACE Inc. (OTCBB: VSPC) --
http://www.VIASPACE.com/-- is an alternative energy company
providing products and technology for renewable and clean energy
that reduce or eliminate dependence on fossil and high-pollutant
energy sources. The Company provides raw material for cellulosic
biofuels and develops and markets fuel cell cartridges, products
and technology. VIASPACE subsidiary Direct Methanol Fuel Cell
Corporation owns a portfolio of fuel cell patents licensed from
Pasadena-based California Institute of Technology (Caltech), which
manages NASA's Jet Propulsion Laboratory, where the direct
methanol fuel cell was invented.
WASHINGTON MUTUAL: WaMu, JPMorgan Settle With Insurers
------------------------------------------------------
Law360 reports that Washington Mutual Inc. is seeking court
approval of two settlements that would allow JPMorgan Chase Bank
NA, which now owns WaMu's assets, to assume liability for WaMu's
obligations under insurance policies it held with Old Republic
Insurance Co. and Zurich American Insurance Co.
Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries. The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.
Washington Mutual Bank was taken over September 25 by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns
100% of the equity in WMI Investment. Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695. WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.
Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).
WATERSIDE CAPITAL: To be Delisted From Nasdaq
---------------------------------------------
Waterside Capital Corporation on December 22, 2009, received
written notice from Nasdaq informing the Company that it had not
regained compliance with the Market Value of Publicly Held Shares
requirement for continued listing, as set forth in Nasdaq Listing
Rule 5550(a)(5). Accordingly, the Company's securities would be
delisted from The Nasdaq Stock Market. The Company stated that it
intended to take action to appeal the delisting determination.
On January 7, 2010, after further consideration and evaluation,
the Company determined that the best course of action for the
Company was to stop the appeal process with Nasdaq and be delisted
from The Nasdaq Stock Market. The Company's common stock will be
suspended effective at the open of business on Monday, January 11,
2010, and a Form 25-NSE will be filed with the Securities and
Exchange Commission, which will remove the Company's securities
from listing and registration on The Nasdaq Stock Market.
It is anticipated that on Monday, January 11, 2010, the Company's
common stock will be available for quotation on the Pink OTC
Markets, Inc., under the symbol "WSCC". As of January 11, 2010,
the Company's real-time level 2 quotes may be found at:
http://www.pinksheets.com/pink/quote/quote.jsp?symbol=wscc
About Waterside Capital
Waterside Capital Corporation (Nasdaq: WSCC) --
http://www.watersidecapital.com/-- is a Small Business Investment
Company headquartered in Virginia Beach, Virginia with a portfolio
of approximately $18.0 million of loans and investments in 13
companies located primarily in the Mid-Atlantic region. Waterside
Capital's individual investments range from $500,000 to more than
$3 million.
WAVO CORP: Judge Won't Toss WAVO Trustee's Malpractice Claim
------------------------------------------------------------
Law360 reports that a federal judge has denied an attempt by
several attorneys representing the bankruptcy trustee of WAVO
Corp. to toss legal malpractice claims alleging they failed to
sufficiently litigate a fraudulent transfer case against former
WAVO executives.
WEBB MTN: Strong Arm Statute Applies to Gap Period Transfers
------------------------------------------------------------
WestLaw reports that a transfer that occurred during the "gap
period" between entry of an order dismissing the debtor's Chapter
11 case and reversal of that order on appeal and reinstatement of
the case, when an escrow agent released a quitclaim deed executed
by debtor in favor of the deed of trust creditor and the deed was
recorded, involved a transfer of an "interest of the debtor in
property," as opposed to a transfer of "property of the estate,"
as required for avoidance of the transfer pursuant to the strong-
arm statute. A bankruptcy judge in Tennessee rejected the
creditor's assertion that the strong-arm statute applied only to
prepetition transfers, and had no application to transfers
occurring after the petition date. In re Webb Mtn, LLC, --- B.R.
----, 2009 WL 4505624 (Bankr. E.D. Tenn.).
Owning nearly 1,900 acres of land known as Webb Mountain in
Sevierville, Tenn., purchased for nearly $28 million in 2005, Webb
Mtn, LLC, sought Chapter 11 protection (Bankr. E.D. Tenn. Case No.
07-32016) on June 25, 2007. Webb Mtn is represented by Maurice K.
Guinn, Esq., at Gentry, Tipton & McLemore, P.C., in Knoxville.
WOLVERINE TUBE: Files Amended 2008-2007 Annual Report With SEC
--------------------------------------------------------------
Wolverine Tube Inc. filed an amended annual report for the years
ended Dec. 31, 2008, and 2007, with the Securities and Exchange
Commission.
The Company reported $237,132,000 in total assets and 261,257,000
in total liabilities resulting to a $47,733,000 stockholders'
deficit as of Dec. 31, 2008.
The Company incurred a $48,473,000 net loss on $815,801,000 of net
sale for the year ended Dec. 31, 2008, compared with a $98,227,000
net loss on $1,011,019,000 of net sales for the same period a year
ago.
A full-text copy of the Company's amended annual report is
available for free at http://ResearchArchives.com/t/s?4cec
About Wolverine Tube
Wolverine Tube, Inc. is a global manufacturer and distributor of
copper and copper alloy tube, fabricated products, and metal
joining products. The Company currently operates seven facilities
in the United States, Mexico, China, and Portugal. It also has
distribution operations in the Netherlands and the United States.
At October 4, 2009, the Company had total assets of $192,632,000
against total liabilities of $240,277,000; Series A Convertible
Preferred Stock of $17,674,000; Series B Convertible Preferred
Stock of $9,700,000; and total accumulated deficit of $75,019,000.
Going Concern Doubt
In its quarterly report for the three months ended October 4,
2009, the Company believes that its available cash and cash
anticipated to be generated through operations is expected to be
adequate to fund the Company's liquidity requirements, although
there can be no assurances that the Company will be able to
generate such cash. Additionally, the Company does not currently
have in effect a revolving credit agreement or other capital
commitments to supplement its existing cash and anticipated cash
resources, if necessary, to meet its liquidity requirements
materially in excess of the Company's current expectations.
According to the Company, the uncertainty about the Company's
ability to achieve its projected results, the absence of such
credit or capital commitments and the uncertainty about the future
price of copper, which has a substantial impact on working
capital, raises substantial doubt about the Company's ability to
continue as a going concern. The Company expects to continue to
actively manage and optimize its cash balances and liquidity,
working capital, operating expenses and product profitability,
although there can be no assurances the Company will be able to do
so.
* Michael Claes Joins the Dilenschneider Group as Principal
-----------------------------------------------------------
Michael Claes, a 35-year veteran who has advised hundreds of major
corporations and international governments, has joined The
Dilenschneider Group as Principal.
Claes completed 25 years at international public relations firm
Burson-Marsteller after ten years at Hill and Knowlton. He began
his career working for Governor Nelson A. Rockefeller of New York.
He participated in scores of high profile assignments across a
spectrum of industries, including, for example, the CBS defense in
the Westmoreland case, all ownership fights by CBS through its
eventual sale to Westinghouse, continuing representation of
BellSouth from its creation following the AT&T spin-off to its
rejoining AT&T some 20 years later. He led the team that helped
Salomon Brothers after its bond trading scandal, and the Japanese
owners of Rockefeller Center during its bankruptcy filing. He
also led the team that organized Pennzoil's case against Texaco,
considered the premier litigation communications support case.
More recently he worked with teams assisting AIG, Countrywide
Financial, The Reserve Primary Fund, Intel and many other
financially or reputationally focused issues.
The Dilenschneider Group was founded by Robert L. Dilenschneider
in 1991. DGI's philosophy is to bring to clients a level of
communications counsel and creativity and an exposure to contacts,
networks and relationships that are not available anywhere else in
the world. With offices in New York, Washington DC, and Chicago,
DGI provides access for clients to the finest and most seasoned
communications professionals in the world, with experience in
fields ranging from mergers and acquisitions and crisis
communications to marketing, government affairs and international
media.
"Michael Claes brings to DGI a well-earned national and
international reputation for providing strong counsel and
experience in almost any kind of crisis or business situation a
company could face," said Bob Dilenschneider." He is deeply
experienced in the boardroom or working closely with C-suite
executives as they grapple with challenging issues. He brings a
perspective that often helps management see problems or issues in
a new light," Dilenschneider added.
Michael Claes said, "I am delighted to reconnect with Bob
Dilenschneider who gave me my start in public relations counseling
at Hill and Knowlton, and who gave me a graduate level education
in the public relations profession. Bob has created a unique firm
that is obviously successful with a very prestigious client list
and an extraordinarily impressive group of professionals."
In addition to his corporate experience, Claes also has more than
two decades of experience representing and advising international
governments on economic development, trade and political issues.
He has worked for the governments of Indonesia, India, South
Korea, Turkey, Ghana, Pakistan, Iceland and France, among many
others.
He is a member of the National Association of Corporate Directors,
the American Bankruptcy Institute, the Business Council for
International Understanding, and the Princeton Club of New York.
The Dilenschneider Group is a corporate strategic counseling and
public relations firm.
* BOOK REVIEW: Taking America - How We Got from the First Hostile
-----------------------------------------------------------------
Author: Jeff Madrick
Publisher: BeardBooks
Softcover: 310 pages
Review by Henry Berry
Taking America connotes the indiscriminate buying up of the
nation's assets of large corporations by investment bankers,
insider stock traders, arbitrageurs, and the like. This occurred
in the mid-1970s, when low stock prices made many large
corporations attractive as takeover targets. At the time, they
were not ready for what was going to hit them. This was the
business era when the term "hostile takeover" came into use. Ivan
Boesky, Carl Icahn, and T. Boone Pickens became household names
for their inconceivable, bold attempts to buy out corporations. In
doing so, they would stand to make hundreds of millions of dollars
as the stock of the acquired company rose. But in most cases, such
a stock rise would come at the cost of breaking up the newly-
acquired company by selling off its most prized and valuable
operations and assets or by drastically reducing its work force to
save on wage and benefits costs. In many ways, this wave of
buyouts and mergers fundamentally changed the way corporations did
business; and it changed the way corporations were seen by
businesspersons and the public. Corporations came to be seen not
mainly as businesses relating to a particular business sector or
making a particular product or product line.
Such considerations as operations and growth within a particular
or closely-related sector, employee security, and long-term
strategic planning were swept aside by the single-minded aim of
using a corporation's cash and other assets as leverage to
takeover vulnerable, and often unsuspecting, corporations for
quick, huge profit. Running a corporation became like playing the
stock market. Madrick's Taking America was originally published in
1987, just after this wave of takeovers and mergers waned. But it
waned not from any restoration of rationality or temperance, but
mainly from having succeeded so well. There were scarcely any big
companies worth taking over left after the takeover frenzy, as it
was described by many.
Madrick follows this unprecedented, transformational takeover
spree occurring over the decade of the mid 1970s to the mid 1980s
mainly by following the activities of the key individuals driving
it, and as much as possible getting into their thinking, the
scheming, and the strategies. Most of the participants in the
takeover movement who are referred to in this book were
interviewed by the author. Most of the book's content is based on
these interviews. Other recognizable names in the author's long
listing of individuals he interviewed are Peter Drucker, Richard
Cheney, Robert Rubin, and Felix Rohatyn.
Looking back over this period, Madrick sees a takeover movement
that lost touch with business's first principles. These principles
take into consideration broad economic well-being for employees
and the public, not quickly-gained riches for a few. Although
Boesky and others were heavily fined or imprisoned for illegal
conduct, their view of business and business activity was taken in
by the business field. The "dot-com bubble" of the 1990's, when
many young entrepreneurs in the field of computer technology tried
to create businesses with the hope of soon being taken over by
larger companies, is one instance of the legacy of this takeover
era. The Enron approach to business is another; as are the
business activities, particularly the financial legerdemain, of
WestCom, Tyco, and Adelphia, to name a few. In Taking America,
Madrick sheds much light on the origins of widespread problems in
today's business world.
*********
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 2010. All rights reserved. ISSN: 1520-9474.
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are $25 each. For subscription information, contact Christopher
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