/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100129.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 29, 2010, Vol. 14, No. 28 Headlines 1191 WOOD RUN: Case Summary & 7 Largest Unsecured Creditors ADVANTA CORP: Files Schedules of Assets and Liabilities AGY HOLDING: Dismisses Deloitte & Touche as Accountants AHERN RENTALS: Moody's Corrects Press Release; Lifts Ratings AMERICAN INT'L: Federal Reserve Officials Had Doubts over Payout AMERICAN NATURAL ENERGY: Goodman & Company Reports 9.90% Stake AMERICAN SAFETY: Moody's Junks Corporate Family Rating From 'B2' ANDREW YOUNGQUIST: Case Summary & 17 Largest Unsecured Creditors APPLERIDGE RETIREMENT: Separate Class for Tax Creditor Denied APPLETON PAPERS: Plans to Offer $300 Million Secured Notes ASARCO LLC: Assails Sterlite Plan to Cash In On Losing Bid ASPEN LAND: Disputes Alpine Bank's Case Dismissal Request AUTOLIV INC: To Acquire Delphi Passive Safety Operations in Asia BERNARD MADOFF: Trustee Has $220-Mil. Settlement With Levy Estate BIOJECT MEDICAL: Deregisters Rights to Acquire Series R Preferreds BRUNDAGE-BONE: Secured Creditors Want Ch. 11 Trustee, Examiner BRUNDAGE-BONE: Wants Weiss and Van Scoyk as Special Counsel BURLINGTON COAT: Moody's Affirms 'B3' Corporate Family Rating CAROLINA FIRST: S&P Cuts Counterparty Credit Rating to 'B+/B' CATALYST PAPER: CEO Richard Garneau to Step Down on April 28 CENTRAL GARDEN: S&P Raises Corporate Credit Rating to 'B+' COLONIAL BANCGROUP: Cleared to Tap Cash Collateral COOPER-STANDARD: Repays Loans Under DIP Credit Agreement COOPER-STANDARD: Authorizes Assets Sale to Sanoh for $3.53MM COOPER-STANDARD: Committee Deadline to Probe Moved to Feb. 15 CORUS ENTERTAINMENT: S&P Assigns 'BB' Corporate Credit Rating COYOTES HOCKEY: Ruling on Tax Break Won't Affect Lease Deal CROSSTEX ENERGY: Moody's Assigns 'B2' Corporate Family Rating DANA HOLDING: To Consolidate Heavy Vehicle Operations DELTA AIR: Former Worker Appeals Subordination of ERISA Claim DELTA AIR: Reports $1.2 Billion Net Loss for 2009 DELTA AIR: Delta, Skyteam Continue Talks, Backs JAL Restructuring DELTA AIR: Settles Lone Star Appeal on TIA Claims Disallowance DOYLE FAMILY: Case Summary & 2 Largest Unsecured Creditors E*TRADE FINANCIAL: Has $67 Mil. Net Loss for 4th Qtr Ended 2009 FAIRPOINT COMMS: Names Teresa Rhodes as New Hampshire President FAIRPOINT COMMS: Names Michael Reed as Maine State President FAIRPOINT COMMS: Updates Data on Total Voice Access Lines FEDERAL-MOGUL: Aid for Laid Off Workers Approved FEDERAL-MOGUL: Nineteen Eighty-Nine Has 5.9% Stake in FMC FIRSTGOLD CORP: Files for Chapter 11 Protection in Reno, Nevada FIRSTGOLD CORP: Case Summary & 20 Largest Unsecured Creditors FONTAINEBLEAU LAS VEGAS: Court Approves Icahn's $150-Mil. Bid FORD MOTOR: Reports $2.7 Billion Full Year 2009 Net Income FRANK LAWRENCE: Case Summary & 7 Largest Unsecured Creditors FRASER PAPERS: Proceeds With Sale of Specialty Papers Business FRONTIER COMMUNICATIONS: Gets Approval for Verizon Transaction GENERAL MOTORS: Reaches Binding Agreement with Spyker on Saab GENERAL MOTORS: Union Slams GM's "Viability Plan II" for Opel GENERAL MOTORS: Provides Adam Opel with EUR650-Mil. Financing GENERAL MOTORS: Halts Hummer Assembly Pending Sale Nod GLOBAL GEOPHYSICAL: Moody's Gives Stable Outlook; Keeps B3 Rating GMAC INC: S&P Raises Long-Term Counterparty Credit Rating to 'B' GRAHAM PACKAGING: Estimates $460-Mil. Adjusted EBITDA for 2009 HAWKER BEECHCRAFT: Inks Separation Deal with SVP Bradley Hatt HEALTHTRONICS INC: S&P Withdraws 'BB-' Corporate Credit Rating HELMSLEY SPEAR: Ceases Operations; Payroll Remains Unpaid HEXION SPECIALTY: Extends Maturity of Term Loans to 2015 HUDSON PRODUCTS: Moody's Assigns 'B2' Rating on $250 Mil. Notes HUDSON PRODUCTS: S&P Affirms 'B-' Corporate Credit Rating IMPERIAL INDUSTRIES: Delisted From NASDAQ Capital Market INVESTMENT REALTY: Massachusetts Want Firm to Cease & Desist INVITEL HOLDINGS: Intends to Delist From NYSE Amex IRVINE SENSORS: CEO John Carson Received $350,967 in FY2009 JAMES EDWARD FALL: Case Summary & 20 Largest Unsecured Creditors JEANNE RIZZOTTO: Gets Conditional Approval for Chapter 11 Plan KEVEN MCKENNA: Files for Bankruptcy to Reorganize Finances KIEBLER SLIPPERY: Plan Provides for 100% Recovery of Unsec. Claims LARRY ELLIS: Case Summary & 72 Largest Unsecured Creditors LAS VEGAS MONORAIL: Wants to Use Cash Collateral LEXINGTON PRECISION: Wants Access to Cash Collateral Until March 5 LIBBEY INC: Shows Estimated Financial Results for Qtr. & Full Year LIBERTY MEDIA: Tender Offer Won't Affect Moody's 'B1' Ratings LIBERTY GLOBAL: S&P Maintains 'B+' Corporate Credit Rating LOWER BUCKS: Moody's Puts 'Caa3' Long-Term Rating on Watchlist MARK WENTWORTH HOME: Case Summary & 12 Largest Unsecured Creditors MATTHEW BRALY: Case Summary & 13 Largest Unsecured Creditors MCCLATCHY CO: Commences Tender Offer for 7.125% Notes MCCLATCHY CO: Moody's Reviews 'Caa2' Corporate Family Rating MCCLATCHY CO: S&P Puts 'CC' Rating on CreditWatch Positive MERIDIAN RESOURCE: Bradley Louis Radoff Reports 5.8% Stake MIDWAY GAMES: Wants Until February 15 to Propose Chapter 11 Plan MONTECITO AT MIRABEL: Files Schedules of Assets and Liabilities MOOSEHEAD FURNITURE: Plans to Obtain Funding From Insiders MORRIS PUBLISHING: Gets OK to Hire Neal Gerber as Gen. Counsel MORRIS PUBLISHING: Judith Seraphin, Edwin Slavin Ask for Trustee MORRIS PUBLISHING: Plan Confirmation Hearing Set for Feb. 17 MORRIS PUBLISHING: Wants Hull Barrett as Special Corporate Counsel MOUNTAIN VIEW: Voluntary Chapter 11 Case Summary MTI TECHNOLOGY: Court to Continue Plan Outline Hearing on April 8 NATIONAL HOME: Has Continued Access to JPMorgan Cash Collateral NATURAL PRODUCTS: Files for Bankruptcy, To Obtain $20MM Financing NATURAL PRODUCTS: Case Summary & 30 Largest Unsecured Creditors NEENAH FOUNDRY: Dale Parker On Board as Chief Financial Officer NEENAH FOUNDRY: Absent Extension, Forbearance Pact Expires Today NOVELOS THERAPEUTICS: Reduces Shares to Be Registered NOVELOS THERAPEUTICS: Registers 12.5MM Shares Under Employee Plans PENN TRAFFIC: Gets Final OK to Access Secured Lenders Cash PH GLATFELTER: Moody's Assigns 'Ba2' Rating on $100 Mil. Notes QUANTUM CORP: Amends Bylaws to Implement Majority Vote Standard QUANTUM TECHNOLOGIES: Receives Delisting Notice From Nasdaq RONNAL LONDON: Case Summary & 20 Largest Unsecured Creditors SCHARF PROPERTIES: Files for Chapter 11 Bankruptcy in Portland SEA ISLAND: Has Forbearance Agreement with Lending Group SEDGWICK CMS: Moody's Affirms Corporate Family Rating at 'B1' SEVEN SEAS: Moody's Assigns 'Caa1' Rating on $200 Mil. Notes SHAMIM IFTIKHAR: Case Summary & 2 Largest Unsecured Creditors SIRIUS XM: S&P Raises Corporate Credit Rating to 'B' From 'B-' SONIC AUTOMOTIVE: Moody's Upgrades Corporate Family Rating to 'B2' SOUTH FINANCIAL: Fitch Junks Issuer Default Rating From 'B-' SPA CHAKRA: Can Obtain $1.7MM DIP Financing from Hercules Tech. SPANSION INC: Receives OK to Transfer Unit to Elpida SPANSION INC: Court OKs Reduction in Brincko's Monthly Fees SPANSION INC: BofA Opposes Committee Plea to Pursue Claims SPANSION INC: Committee Wants to Sue Spansion Japan STATION CASINOS: Milbank Tweed Charges $4-Mil. for Aug-Nov. Work STATION CASINOS: Isle of Capri to Manage 4 SCI Properties STATION CASINOS: To End Management of Thunder Valley by June SUN MICROSYSTEMS: Moody's Withdraws 'Ba1' Corporate Family Rating SUNESIS PHARMACEUTICALS: Merlin BioMed Discloses 13.1% Stake TERRA INDUSTRIES: S&P Affirms 'BB' Corporate Credit Rating TERREL REID: Wants to Sell E. Deloney Real Property THOMSON SA: Shareholders Approve Resolutions at Meeting TOUSA INC: Starwood Wins Auction for Florida Assets TOUSA INC: Can Pursue $60-Mil. Claim vs. Falcone Entities TOUSA INC: Obtains Approval of Conveyance Pact with Waterford TREY RESOURCES: Hires Friedman LLP as New Accountant TRIAD ENERGY: Court Confirms Plan; Magnum to Close Deal by Feb. 15 TRIBUNE CO: $45.6M Bonus Plan Approved Over Objections TRIBUNE CO: Claim Traders Offering 70-Cents-on-the-Dollar TRIBUNE CO: Newspaper Guild Disappointed With Approval of Bonuses TROPICANA ENT: OpCo Debtors Want Feb. Deadline for Effective Date TROPICANA ENT: OpCo Debtors Want 4th Amendment to DIP Pact TROPICANA ENT: NJ Debtors Want Until March 31 to Decide on Leases TUPPERWARE BRANDS: Moody's Affirms 'Ba1' Corporate Family Rating TURNING STONE: Moody's Affirms Corporate Family Rating at 'B1' UAL CORP: Reports $176 Million 4th Quarter Net Loss UAL CORP: Provides Financial Projections for 1st Quarter UAL CORP: ALPA to Pay $44MM to Senior Pilots, Sues Over Payment US STEEL: $1.7 Bil. Operating Loss Won't Move Moody's 'Ba2' Rating US STEEL: Fitch Downgrades Issuer Default Rating to 'BB+' VICKY BARTKO: Case Summary & 20 Largest Unsecured Creditors WASHINGTON MUTUAL: Trustee Slams Investor's Committee Request WITSOP-1 LLC: Voluntary Chapter 11 Case Summary WORLD COLOR: Moody's Says Acquisition by Quad May Fully Repay Debt WORLD COLOR: S&P Puts 'B+' Rating on CreditWatch Positive * Bill Aims To Add Bankruptcy Judges Amid Case Crunch * Municipal Gov't Bankruptcy Warnings to Trigger Fitch Inquiry * Rohatyn Returns to Lazard as Special Advisor to CEO * BOOK REVIEW: Financial Planning for High Net Worth Individual ********* 1191 WOOD RUN: Case Summary & 7 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: 1191 Wood Run, LLC 190 S. LaSalle Street, Suite 1640 Chicago, IL 60603 Bankruptcy Case No.: 10-02959 Chapter 11 Petition Date: January 27, 2010 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Debtor's Counsel: Mary E. Olson, Esq. Wildman Harrold Allen & Dixon 225 West Wacker Drive, Suite 3000 Chicago, IL 60606 Tel: (312) -201-2392 Email: molson@wildman.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 7 largest unsecured creditors is available for free at: http://bankrupt.com/misc/ilnb10-02959.pdf The petition was signed by Joseph J. Hennessy. ADVANTA CORP: Files Schedules of Assets and Liabilities ------------------------------------------------------- Advanta Corp. and certain of its subsidiaries on January 25, 2010, filed their schedules of assets and liabilities with the U.S. Bankruptcy Court for the District of Delaware, disclosing: Assets Liabilities ------------ ----------- A. Advanta Corp. $294,995,351 $226,565,459 B. Advanta Credit Card Receivables $185,721,781 $40,405,950 C. Advanta Finance Corp. $44,473,181 $964,985 D. Advanta Business Services Corp. $5,398,834 $6,200 E. Advanta Shared Services Corp. $4,216,374 $6,711,934 F. Advanta Investment Corp. $716,625 $19,565,660 G. Advanta Service Corp. $207,768 $27,438,196 H. BizEquity Corp. $112,738 $2,187,077 I. IdeabBlob Corp. $87,150 $16,174,249 J. Advanta Auto Finance Corp. $83,372 $2,516 K. Advanta Business Services Holding $79,767 $23,710,785 L. Advantennis Corp. $61,446 $20,599,783 M. Advanta Mortgage Corp. $49,990 $46,357,053 N. Great Expectations Franchise $4,359 $0 O. Great Expectations International $1,153 $0 P. Advanta Advertising Inc. $990 $2,005,830 Q. Advanta Mortgage Holding Corp. $90 $7,025,171 R. Advanta Ventures Inc. $90 $200 S. Great Expectations Management $0 $0 Full-text copies of the Debtors' schedules of assets and liabilities are available at: http://bankrupt.com/misc/advantacorp.schedules.pdf http://bankrupt.com/misc/advatacreditcard.schedules.pdf http://bankrupt.com/misc/advantafinance.schedules.pdf http://bankrupt.com/misc/advantabusiness.schedules.pdf http://bankrupt.com/misc/advantashared.schedules.pdf http://bankrupt.com/misc/advantainvestment.schedules.pdf http://bankrupt.com/misc/advantaservice.schedules.pdf http://bankrupt.com/misc/bizequitycorp.schedules.pdf http://bankrupt.com/misc/ideablobcorp.schedules.pdf http://bankrupt.com/misc/advantaautofinance.schedules.pdf http://bankrupt.com/misc/advantaBSholding.pdf http://bankrupt.com/misc/advantenniscorp.schedules.pdf http://bankrupt.com/misc/advantamortgage.schedules.pdf http://bankrupt.com/misc/greatexpectationsfrnc.schedules.pdf http://bankrupt.com/misc/greatexpectationsint'l.schedules.pdf http://bankrupt.com/misc/advantaadvertising.schedules.pdf http://bankrupt.com/misc/advantamortgageholding.pdf http://bankrupt.com/misc/advantaventures.schedules.pdf http://bankrupt.com/misc/greatexpectationsmgt.schedules.pdf About Advanta Corp. Advanta Corp. -- http://www.advanta.com/-- has had a 59-year history of being a leading innovator in the financial services industry and of providing great value to its stakeholders, including its senior retail note holders and shareholders, prior to the recent reversals. It has also been a major civic and charitable force in the communities in which it is based, particularly in the Greater Philadelphia area. The Federal Deposit Insurance Corporation placed significant restrictions on the activities of Advanta Corp.'s Advanta Bank Corp. following financial woes by the banking unit. As of Sept. 30, 2009, the Company had $2,497,897,000 in assets against total liabilities of $2,465,936,000 but the figures included those of the banking units. On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D. Del. Case No. 09-13931). Attorneys at Weil, Gotshal & Manges LLP, and Richards, Layton & Finger, P.A., serve as bankruptcy counsel. Alvarez & Marsal serves as financial advisor. The Garden City Group, Inc., serves as claims agent. The filing did not include Advanta Bank. The petition says that Advanta Corp.'s assets totalled $363,000,000 while debts totalled $331,000,000 as of Sept. 30, 2009. AGY HOLDING: Dismisses Deloitte & Touche as Accountants ------------------------------------------------------- Deloitte & Touche LLP on January 15, 2010, informed AGY Holding Corp., by notice to a Company director, that Deloitte had concluded that it was not currently independent with respect to the Company. The Company understands from Deloitte that this conclusion by Deloitte was a result of a communication to Deloitte from Kohlberg Capital Corporation. Thus, Deloitte's notification did not relate to any action or activity of the Company. On January 20, 2010, as a result of Deloitte's conclusion regarding its independence, the Company dismissed Deloitte as its registered public accounting firm. Both the Board of Directors of the Company and the Board's Audit Committee approved the decision to dismiss Deloitte. Deloitte's reports on the Company's financial statements for each of the fiscal years ended December 31, 2007, and December 31, 2008, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. Furthermore, during the Company's two most recent fiscal years and the subsequent interim period preceding the dismissal of Deloitte, there were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference thereto in connection with its reports on the consolidated financial statements of the Company for the fiscal year ended December 31, 2007, or the fiscal year ended December 31, 2008. The Company's Audit Committee and Deloitte have discussed the matters. The Company has authorized Deloitte to respond fully to the inquiries of the Company's successor accountants. The Company provided Deloitte with a copy of the foregoing disclosure and requested that Deloitte promptly furnish it with a letter addressed to the SEC, stating whether it agrees with the statements made by the Company herein and, if not, stating the respects in which it does not agree. The Company expects to engage a new independent registered public accounting firm promptly. About AGY Holding Aiken, South Carolina-based AGY Holding Corp. manufactures advanced glass fibers that are used as reinforcing materials in numerous diverse, high-value applications, including aircraft laminates, ballistic armor, pressure vessels, roofing membranes, insect screening, architectural fabrics, and specialty electronics. AGY is focused on serving end-markets that require glass fibers for applications with demanding performance criteria, such as the aerospace, defense, construction, electronics, automotive, and industrial end-markets. * * * As reported by the Troubled Company Reporter on December 28, 2009, Standard & Poor's Ratings Services lowered its ratings on AGY Holding Corp., including its corporate credit rating, to 'CCC+' from 'B'. "The downgrade follows S&P's ongoing concern on operating performance, including S&P's expectation for very weak credit metrics for 2009, weak liquidity relative to interest payments and operating requirements in 2010, and integration concerns related to the large $72 million acquisition -- with a $20 million cash component -- of AGY Hong Kong Ltd.," said Standard & Poor's credit analyst Paul Kurias. As of September 30, 2009, the Company had $383,352,000 in total assets against $295,113,000 in total liabilities, resulting in stockholders' equity of $76,227,000. As of September 30, 2009, the company had unrestricted cash balances of $500,000 and about $20 million available under its $40 million revolving credit facility maturing in October 2011. AHERN RENTALS: Moody's Corrects Press Release; Lifts Ratings ------------------------------------------------------------ Moody's Investors Service corrects press release to add words "(pro forma for the transaction)" in second paragraph, fourth line, ". . . Ahern's August 2011 asset-based first lien revolver, which had $268 million drawn . . ." Moody's substitutes third paragraph with, "The upgrade in the speculative grade liquidity profile to SGL-3 from SGL-4 and outlook stabilization follows increased borrowing availability from the exchange transaction, lower potential for a near-term covenant breach due to elimination of financial ratio tests, and a new first lien facility covenant that will limit Ahern's capital spending amounts. Following the transaction and the amended first lien credit facility, new cash paid down the revolver by about $48 million and borrowing availability increased to $41 million from $25 million - - with $27 million of potential borrowing base collateral in excess of the revolver commitment level. The amended credit facility features no financial ratio tests, but an ongoing minimum utilization rate test under which headroom is currently adequate. As well, the amended credit facility will limit the company's net capital spending to $9 million over the first half of 2010 with spending thereafter governed by prior quarter fleet utilization levels. Assuming that the recent stabilization of used equipment prices holds, the potential for a near-term covenant breach has likely moderated." Revised release is: Moody's upgraded Ahern Rentals, Inc. probability of default rating to Caa2/LD from Caa3, the $237 million August 2013 9.25% second lien notes rating to Caa3 from Ca, and the speculative grade liquidity rating to SGL-3 from SGL-4. The corporate family rating of Caa2 remains unaffected but the rating outlook has changed to stable from negative. The rating action follows the January 8, 2010 completion of Ahern's partial debt exchange and new first lien last out term loan transaction. Moody's considers the transaction to have been a limited default due to the discount from face value at which the participating second lien notes converted to FLLO debt. The "LD" designation will be removed from the probability of default rating after several days. The Caa2 probability of default and corporate family ratings reflect commercial construction market softness which is expected to persist at least into 2011 combined with high financial leverage and increased interest expense from the exchange transaction. Furthermore, the rating acknowledges that the liquidity profile could weaken in coming months as Ahern's August 2011 asset-based first lien revolver, which had $268 million drawn (pro forma for the transaction) as of November 2009, becomes a near-term liability. Ahern's prospects for refinancing the 2011 expiry could be challenging due to the commercial construction market outlook and Ahern's high leverage (6.7x as of September 30, 2009, Moody's adjusted basis). The Caa2 underscores sustained default risk despite some near-term liquidity profile improvements. The upgrade in the speculative grade liquidity profile to SGL-3 from SGL-4 and outlook stabilization follows increased borrowing availability from the exchange transaction, lower potential for a near-term covenant breach due to elimination of financial ratio tests, and a new first lien facility covenant that will limit Ahern's capital spending amounts. Following the transaction and the amended first lien credit facility, new cash paid down the revolver by about $48 million and borrowing availability increased to $41 million from $25 million -- with $27 million of potential borrowing base collateral in excess of the revolver commitment level. The amended credit facility features no financial ratio tests, but an ongoing minimum utilization rate test under which headroom is currently adequate. As well, the amended credit facility will limit the company's net capital spending to $9 million over the first half of 2010 with spending thereafter governed by prior quarter fleet utilization levels. Assuming that the recent stabilization of used equipment prices holds, the potential for a near-term covenant breach has likely moderated. Ratings changed: * Probability of default to Caa2/LD from Caa3 * $237 million 9.25% second priority global notes due August 2013 to Caa3 LGD5, 81% from Ca LGD4, 54% * Speculative grade liquidity to SGL-3 from SGL-4 Ratings affirmed: * Corporate family Caa2 Moody's last rating action on Ahern occurred December 14, 2009, when the probability of default rating was downgraded to Caa3 from Caa2. Ahern Rentals, Inc., headquartered in Las Vegas, NV, is a regional equipment supplier with 67 branches predominately in the Southwest region of the United States. The company specializes in high reach equipment. For the twelve months ended September 2009 Ahern generated revenues of $303 million. AMERICAN INT'L: Federal Reserve Officials Had Doubts over Payout ---------------------------------------------------------------- Weeks after rescuing the American International Group with an $85 billion taxpayer loan in late 2008, Federal Reserve Board officials rejected a proposal that would have forced the insurer's trading partners to return $30 billion in cash that they had received from AIG in the preceding months, ABI reports. Based in New York, American International Group, Inc., is the leading international insurance organization with operation in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through the most extensive worldwide property-casualty and life insurance networks of any insurer. In addition, AIG companies are leading providers of retirement services, financial services and asset management around the world. AIG's common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. On September 16, 2008, the Federal Reserve Bank created an $85 billion credit facility to enable AIG to meet increased collateral obligations consequent to the ratings downgrade, in exchange for the issuance of a stock warrant to the Fed for 79.9% of the equity of AIG. The credit facility was eventually increased to as much as $182.5 billion. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. AMERICAN NATURAL ENERGY: Goodman & Company Reports 9.90% Stake -------------------------------------------------------------- Goodman & Company, Investment Counsel Ltd., disclosed holding 13,105,727 shares or roughly 9.90% undiluted of the common stock of American Natural Energy Corporation as of December 31, 2009. Goodman & Company said the 13,105,727 common shares are held within mutual funds or other client accounts managed by the firm, acting as Investment Counsel and Portfolio Manager. Going Concern Doubt At September 30, 2009, the Company had $17,535,216 in total assets against $8,612,984 in total liabilities, resulting in $8,922,232 in stockholders' equity. The September 30 balance sheet showed strained liquidity: The Company had $605,630 in total current assets against $6,252,784 in total current liabilities. In its Form 10-Q report filed in November, the Company said it currently has a severe shortage of working capital and funds to pay its liabilities. The Company has no current borrowing capacity with any lender. The Company also has a need for substantial funds to develop its oil and gas properties and repay borrowings as well as to meet its other current liabilities. The Company said there is substantial doubt concerning its ability to meet its obligations as they come due. The ability of the Company to continue as a going concern is dependent upon adequate sources of capital and the Company's ability to sustain positive results of operations and cash flows sufficient to continue to explore for and develop its oil and gas reserves and pay its obligations. About American Natural Energy American Natural Energy Corporation (TSX Venture: ANR.U) is a Tulsa, Oklahoma-based independent exploration and production company with operations in St. Charles Parish, Louisiana. AMERICAN SAFETY: Moody's Junks Corporate Family Rating From 'B2' ---------------------------------------------------------------- Moody's Investors Service downgraded American Safety Razor Company's corporate family rating and probability-of-default rating to Caa1 from B2, the ratings on the first lien senior secured credit facilities to B3 from B1, and the rating on the second lien term loan to Caa1 from B3. The ratings outlook remains negative. ASR's financial performance has been weaker than expected, relative to Moody's expectations, due to lower than expected sales growth in Europe, continued softness in the industrial business, and increased promotional activity by branded wet shaving competitors. This under-performance heightens Moody's concern over the company's ability to maintain compliance with financial maintenance covenants, particularly given step-downs in required covenant levels. In Moody's opinion, a covenant breach is highly likely if ASR is unable to timely secure an amendment or waiver. The magnitude of the downgrade reflects the concurrent issues of near-term liquidity and a longer-term view of fundamentals. In terms of the latter, Moody's is concerned that ASR's sales and earnings could be pressured beyond current levels due to heightened competition, resulting in credit metrics that may not be consistent with the single-B ratings category. Despite these concerns, the rating also considers ASR's meaningful cash balance, which is likely adequate to support near-term operational requirements, and ongoing cost reduction activities. These ratings were downgraded: * Corporate Family Rating to Caa1 from B2; * Probability-of-Default Rating to Caa1 from B2; * $35 million 1st Lien Revolving Credit Facility due 2012 to B3 (LGD3, 36%) from B1 (LGD3, 36%); * $217 million 1st Lien Term Loan due 2013 to B3 (LGD3, 36%) from B1 (LGD3, 36%); * $175 million 2nd Lien Term Loan due 2014 to Caa1 (LGD4, 55%) from B3 (LGD4, 58%). The last rating action was on July 17, 2009, when Moody's revised ASR's ratings outlook to negative from stable. As part of this action, Moody's also affirmed ASR's B2 corporate family rating, the B1 ratings on its first lien senior secured credit facilities, and the B3 rating on its second lien term loan. Headquartered in Cedar Knolls, New Jersey, American Safety Razor Company is a designer, manufacturer and marketer of brand name and private-label consumer and industrial products. The company reported revenues of $333 million for the twelve months ended October 3, 2009. ANDREW YOUNGQUIST: Case Summary & 17 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Andrew L. Youngquist aka Andrew Lance Youngquist 1851 Braemar Way Newport Beach, CA 92660 Bankruptcy Case No.: 10-10953 Chapter 11 Petition Date: January 27, 2010 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Theodor Albert Debtor's Counsel: Robert P. Goe, Esq. Goe & Forsythe, LLP 18101 Von Karman, Ste 510 Irvine, CA 92612 Tel: (949) 798-2460 Fax: (949) 955-9437 Email: kmurphy@goeforlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of Mr. Youngquist's petition, including a list of his 17 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb10-10953.pdf The petition was signed by Mr. Youngquist. APPLERIDGE RETIREMENT: Separate Class for Tax Creditor Denied ------------------------------------------------------------- WestLaw reports that a Chapter 11 debtor's separate classification of the claims related to its payment-in-lieu-of tax (PILOT) agreement with local taxing authorities violated statutes barring the classification of dissimilar claims in the same class and unfair discrimination between classes of claims. The classification disenfranchised the debtor's largest creditor, which properly would control the vote on a reorganization plan. In addition, the agreement only lasted through two years, such that the creditor was in effect being prevented from exercising foreclosure rights which might permit its recovery of significantly more than the proposed payment of five percent on its approximately $14,000,000 deficiency claim over time so that the debtor could save approximately $80,000 in taxes. Finally, the debtor did not show that the agreement arrearages should not be classified as an unsecured claim due to the non-creditor interests involved. In re Appleridge Retirement Community, Inc., --- B.R. ----, 2010 WL 104684 (Bankr. W.D.N.Y.) (Ninfo, J.). The Debtor filed its Plan of Reorganization and Disclosure Statement on March 3, 2009. Touchstone Asset Management -- holding a $19,017,751.59 claim, of which $14,017,751.59 was unsecured, and for which it received $360,000 of adequate protection payments on account its secured claim secured by collateral valued at $5,000,000 during the chapter 11 proceeding -- objected to the plan and moved for relief from the automatic stay. On April 22, 2009, the United States Trustee challenged the adequacy of the Debtor's Disclosure Statement and suggested that the Plan did not comply with the absolute priority rule under 11 U.S.C. Sec. 1129(b)(2)(B). Touchstone moved for appointment of a Chapter 11 trustee on May 19, 2009, and raised an additional objection about the Plan's feasibility on May 27, 2009. Spirited pleading continued while the Court adjourned the hearing to consider the adequacy of the Debtor's Disclosure Statement. Judge Ninfo made some rulings on Sept. 16, 2009, took some matters under advisement, and issued his written ruling on Jan. 12, 2010. After rejecting the Debtor's proposed separate classification of the local taxing authorities, the Honorable John C. Ninfo, II, further ruled that Touchstone had shown cause for relief from the automatic stay. The stay terminated on Wed., Jan. 27, 2010, unless the parties took advantage of this last opportunity to negotiate a consensual plan, according to Judge Ninfo's Jan. 12 ruling. Horseheads, N.Y.-based Appleridge Retirement Community, Inc., owns apartments. It sought Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 08-22508) on Sept. 29, 2008. Stephen A. Donato, Esq., at Bond, Schoeneck & King, PLLC, represents the company in its restructuring effort. The company disclosed assets of $5,535,629 and debts of $26,767,620 at the time of the chapter 11 filing. APPLETON PAPERS: Plans to Offer $300 Million Secured Notes ---------------------------------------------------------- Appleton Papers Inc. said it intends to offer $300 million in aggregate principal amount of Senior Secured Notes due 2015 in a private offering to "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended and outside the United States in reliance on Regulation S under the Securities Act. The notes will be senior secured obligations of Appleton, secured by a first priority lien on certain of the property and assets of Appleton subject to various exceptions and permitted liens. The notes will be guaranteed by Paperweight Development Corp. and certain of Appleton's existing and future subsidiaries. The proceeds from the offering, together with borrowings under Appleton's new revolving credit facility, will be used to repay amounts outstanding under Appleton's existing credit facilities and to pay related fees and expenses. The notes have not been and will not be registered under the Securities Act or any state securities laws, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements, and will therefore be subject to substantial restrictions on transfer. The company said that this is neither an offer to sell nor the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful. About Appleton Papers Appleton Papers Inc. -- http://www.appletonideas.com/-- headquartered in Appleton, Wisconsin, produces carbonless, thermal, security and performance packaging products. Appleton has manufacturing operations in Wisconsin, Ohio, Pennsylvania, and Massachusetts, employs approximately 2,200 people and is 100% employee-owned. As of October 4, 2009, Appleton had $830.1 million in total assets against total current liabilities of $151.1 million, long-term debt of $558.9 million, postretirement benefits other than pension of $45.7 million, accrued pension of $102.7 million, environmental liability of $38.1 million, other long-term liabilities of $9.8 million, redeemable common stock of $133.6 million, accumulated deficit of $114.1 million, and accumulated other comprehensive loss of $95.9 million. * * * Standard & Poor's Ratings Services assigned Appleton, Wisconsin- based Appleton Papers Inc.'s proposed $300 million first lien notes due 2015 its issue-level rating of 'B+' (one notch above S&P's 'B' corporate credit rating on the company). S&P assigned a '2' recovery rating to this debt, indicating its expectation of substantial (70% to 90%) recovery in the event of a payment default. At the same time, S&P affirmed all its ratings on the company, including the 'B' corporate credit rating. The rating outlook is stable. ASARCO LLC: Assails Sterlite Plan to Cash In On Losing Bid ---------------------------------------------------------- Law360 reports that Asarco LLC is up in arms over a move by failed suitor Sterlite Inc. to recover at least $50 million spent during an aborted bid for the then-bankrupt mining company, claiming that Sterlite is playing a game of "heads I win, tails you lose." Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASPEN LAND: Disputes Alpine Bank's Case Dismissal Request --------------------------------------------------------- Carolyn Sackariason at The Aspen Times reports that Aspen Land Fund II LLC said in its response to Alpine Bank's case dismissal plea that its property will have significantly higher value if it's able to obtain necessary entitlements to develop a hotel in contract to what the bank has claimed. The bank, according to the report, claims that the property, which is being used as collateral for the Company's $22.5 million promissory note, is losing value and foreclosure proceedings should resume. The Debtor entered into a $22,250,000 business loan agreement dated March 27, 2008, with Alpine Bank to fund the development of luxury townhomes or, alternatively, a hotel, on 2.3 acres of real property situated at the base of Lift 1A in Aspen, Colorado. The loan is secured by a deed of trust dated March 27, 2008. The Debtor has not made payments to the bank. As reported by the Troubled Company Reporter on Jan. 25, 2010, Alpine Bank asked the Bankruptcy Court to order the dismissal of the case. The bank stated that the dismissal of the Chapter 11 case is necessary because: -- there is no likelihood of rehabilitation; and -- it will reduce the administrative costs to the estate, including, but not limited to, fees payable to the Debtor's counsel and fees payable. Based in Newport Beach, California, Aspen Land Fund II LLC is a development group that wants to build a hotel at the base of Aspen Mountain. The Company filed for Chapter 11 protection on Sept. 25, 2009 (Bankr. D. Col. Case No. 09-30162). In its petition, the Debtor said it has $31,572,828 in assets and $34,695,549 in debts. AUTOLIV INC: To Acquire Delphi Passive Safety Operations in Asia ---------------------------------------------------------------- Autoliv Inc. has agreed to acquire substantially all of Delphi's Occupant Protection Systems (OPS) operations in Korea and China. These operations are expected to generate approximately US$250 million of annualized sales in 2010. Under the terms of the Asian agreement, Autoliv will acquire substantially all of Delphi OPS operations in Korea and China. The transaction includes intellectual property, physical assets and a highly skilled workforce of approximately 600 associates in Korea and China. Existing customers include Hyundai, Kia, Chery and Tata. In the fourth quarter 2009, Autoliv separately acquired assets related to Delphi's OPS operations in Europe and North America. These transactions are expected to add approximately US$150 million to Autoliv sales during 2010. "We are very satisfied to have now finalized agreements to acquire virtually all of Delphi OPS operations worldwide," stated Jan Carlson, President and CEO of Autoliv. "This most recent agreement further improves our already strong market position in Korea and China and reinforces our growth strategy for Asia," added Carlson. The Asian transaction is expected to close by March 31, 2010, subject to regulatory approvals and customary closing conditions. About Autoliv Inc. Autoliv Inc. develops and manufactures automotive safety systems for all major automotive manufacturers in the world. Together with its joint ventures, Autoliv has 80 facilities with approximately 34,000 employees in 28 vehicle-producing countries. In addition, the Company has technical centers in eleven countries around the world, with 21 test tracks, more than any other automotive safety supplier. Sales in 2008 amounted to US$6.5 billion. The Company's shares are listed on the New York Stock Exchange and its Swedish Depository Receipts on the OMX Nordic Exchange in Stockholm. * * * As reported in the Troubled Company Reporter-Europe on November 30, 2009, Standard & Poor's Ratings Services raised the junior subordinated debt rating on Autoliv's US$165 million equity units hybrid to 'BB+' from 'BB'. BERNARD MADOFF: Trustee Has $220-Mil. Settlement With Levy Estate ----------------------------------------------------------------- Irving H. Picard, the SIPA Trustee for the liquidation of the substantively consolidated estates of Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff, announced that he has entered into an agreement with Jeanne Levy-Church and Francis N. Levy to resolve claims that BLMIS has against members of the Levy family and certain related entities. Under the agreement, the Levys will pay the Trustee $220 million, the amount demanded by the Trustee, to resolve such claims. This settlement was reached without the need for the Trustee to commence litigation against the Levys since the Levys voluntarily came forward and approached the Trustee about the matter. With this settlement, the Trustee has collected an amount approaching $1.5 billion for the benefit of the victims of Madoff's fraud. The Trustee was represented by his firm, Baker Hostetler, and the Levys were represented by Munger Tolles & Olson. "I am very pleased that the Levys came to us to discuss the claims that BLMIS has against them and that they agreed to return to BLMIS $220 million, the amount we requested, for the benefit of the victims of Madoff's fraud. The Levys have acted honorably and are to be commended. We hope that others will follow their example," said Mr. Picard. The settlement is subject to Bankruptcy Court approval. The Court will hold a hearing on the settlement on February 18, 2010. * * * Mr. Madoff and the late real-estate tycoon Norman Levy were close friends, Amir Efrati at The Wall Street Journal says, citing people familiar with their relationship. The Journal relates Mr. Levy, who died in 2005, designated Mr. Madoff as an executor of his estate, according to the trustee's settlement agreement, filed in Court. Mr. Levy had invested with Mr. Madoff since the 1970s. The Journal reports that Mr. Levy, his family members and his charitable organization withdrew about $305 million from his Madoff investment accounts during the six years prior to Mr. Madoff's December 2008 arrest for running a multibillion-dollar Ponzi scheme. Mr. Picard sought to recover from his family the $220 million that was withdrawn from his Madoff accounts but wasn't used for charitable purposes by the Betty & Norman F. Levy Foundation, according to the settlement agreement. The report continues that upon Mr. Levy's death, Mr. Madoff, acting as executor, transferred $325 million from Mr. Levy's estate to what he said was a new account at the Madoff firm, according to Cary Lerman, Esq., a lawyer for the Levy family. As a result, he says, "Norman Levy and his estate were victims of the Madoff fraud and were 'net losers,' meaning they contributed more to Madoff's accounts than they took out." If approved, the Journal says, it would mean that about $1.5 billion has so far been recovered for the benefit of the victims, who collectively lost more than $20 billion. The Journal also reports that a lawyer for Mr. Madoff's brother, Peter, acknowledged in a court filing in a civil matter that his client was the "subject" of a criminal probe by federal prosecutors from the U.S. attorney's office in Manhattan, a status previously reported by The Wall Street Journal and other media outlets. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On December 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert $64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). BIOJECT MEDICAL: Deregisters Rights to Acquire Series R Preferreds ------------------------------------------------------------------ Bioject Medical Technologies Inc. filed a Form 15 with the Securities and Exchange Commission to terminate the registration of the Company's Rights to Acquire Series R Participating Preferred Stock. As of January 22, 2010, no entity holds the Rights. Bioject Medical entered into a Fifth Amendment to Rights Agreement, dated as of January 8, 2010, with the American Stock Transfer & Trust Company, LLC, amending the Rights Agreement, dated as of July 1, 2002, between the Company and the Rights Agent, as amended. The amendment changed the expiration date of the rights issued under the Rights Agreement to January 10, 2010. The amendment was required pursuant to the Series G Convertible Preferred Stock Purchase Agreement, dated December 18, 2009, between the Company and the purchasers identified therein. Equity Financing Bioject Medical on December 18, 2009, completed a Series G Preferred Stock financing with each of Life Sciences Opportunities Fund II, L.P., Life Sciences Opportunities Fund (Institutional) II, L.P., and Edward Flynn for the purchase of an aggregate of 92,448 shares of its Series G Convertible Preferred Stock at a price of $13.00 per share. Gross proceeds from the sale were $1,201,834, payable by payment of $500,000 in cash and the cancellation of the $600,000 outstanding principal amount of and $101,834 accrued interest through December 18, 2009 on those two Convertible Subordinated Promissory Notes, dated as of December 5, 2007, issued by the Company to LOF. Each share of Series G Preferred Stock is convertible into 100 shares of common stock. A condition of the financing was that the Company's Board of Directors be reduced to six members, two of whom to be designated by LOF. Accordingly, effective at the closing of the financing Joseph Bohan, Randal Chase, John Ruedy and Brigid Makes resigned from the Board of Directors and Al Hansen and Mark Logomasini were appointed as directors. Messrs. Hansen and Logomasini joined remaining directors David Tierney, Ed Flynn, Jerry Cobbs and Ralph Makar. About Bioject Medical Bioject Medical Technologies Inc. (OTCBB: BJCT) -- http://www.bioject.com/-- based in Portland, Oregon, is an innovative developer and manufacturer of needle-free injection therapy systems. The Company is focused on developing mutually beneficial agreements with leading pharmaceutical, biotechnology, and veterinary companies. At September 30, 2009, the Company had $4,906,129 in total assets against total current liabilities of $2,727,421, deferred revenue of $1,276,879 and other long-term liabilities of $375,314. At September 30, the Company accumulated deficit of $121,793,922 and stockholders' equity of $526,515. The September 30 balance sheet also showed strained liquidity: The Company had $2,393,297 in total current assets against $2,727,421 in total current liabilities. Due to the Company's limited amount of additional committed capital, recurring losses, negative cash flows and accumulated deficit, the report of the Company's independent registered public accounting firm for the year ended December 31, 2008, expressed substantial doubt about the Company's ability to continue as a going concern. BRUNDAGE-BONE: Secured Creditors Want Ch. 11 Trustee, Examiner -------------------------------------------------------------- Wells Fargo Bank, N.A. (WF Bank), Wells Fargo Equipment Finance, Inc. (WFEFI) and Wachovia Financial Services, Inc. aka First Union Commercial Corporation (Wachovia) -- holders of secured claims in excess of $139 million -- have asked the U.S. Bankruptcy Court for the District of Colorado to appoint a Chapter 11 trustee and an examiner in Brundage-Bone Concrete Pumping, Inc.'s bankruptcy cases. Wells Fargo claims that the conflicted and self interested the Debtor's board has caused the Debtors to pursue a restructuring plan with Aurora Resurgence that places the insiders' interests ahead of the substantial interests of the Debtors creditors by locking in directors on the board unless and until the personal guaranties of Jack Brundage and Dale Bone Sr. are released. Wells Fargo says that over the past 14 months, the Debtors have demonstrated a significant inability and unwillingness to implement the changes necessary to successfully restructure their business operations despite the significant legal and financial concessions made by 13 of the Debtor's secured creditors in carefully synchronized forbearance and standstill agreements and in spite of the Debtors' engagement at the Lenders' request of Cloyses Partners. According to Wells Fargo, the Debtors' current senior management has repeatedly prepared grossly inaccurate financial projections requiring significant and ongoing amendments resulting in frequent cash crises during the Lenders' Forbearance Period, and that the Debtors have failed to reduce their G&A expenses in line with their significant and ongoing declining gross revenue (an estimated 60%+ decline since 2007), falling EBITDA (an estimated decline of 83% since 2007). The Debtors, says Wells Fargo, also has failed to take the necessary major steps of closing unprofitable locations and abandoning unused or underused equipment. Contrary to the Debtors' agreement with the Lenders in the various forbearance agreements to keep the Lenders meaningfully informed on an ongoing basis of their business plans and negotiations to restructure and finance the business, the Debtors' management was neither candid nor forthcoming as to its significant three months of negotiations concerning a proposed sale plan with the private equity firm Aurora Resurgence Management LLC. "The proposed Aurora plan arising from these exclusive negotiations benefit the Debtor's former and current management through the: 1) attempted release of the former owners, Jack Brundage and Dale Bone Sr., on their significant personal guaranties; 2) the required retention of the current management; 3) the required retention of equity interests by the new investor and current management; and 4) either the strip down of Lenders collateral to liquidation values which are not supportable even in today's depressed market or the return of the equipment (the Aurora Plan)," Wells Fargo state. The Debtors and Aurora have filed a DIP Financing Motion and several first day motions to rush the Court to approve transactions that will hopelessly bind the Debtors' estates to the Aurora Plan or some similar plan to the detriment of these estates, according to Wells Fargo. Wells Fargo wants an examiner appointed to: 1) investigate and report on what DIP Facility terms are in the best interests of the Debtors estate; 2) oversee and negotiate the terms of the use of cash collateral and adequate protection for such use; 3) oversee the preparation of both cash collateral and DIP Financing budgets; 4) oversee the return of the underutilized or unused equipment and to negotiate with the Lenders concerning the same; 5) negotiate the terms of an interim DIP Loan agreement with Wells Fargo or other lender to cover any cash shortfalls pending a final DIP hearing; and 6) investigate and report to the Court concerning the appropriateness of either the appointment of a trustee or the termination of the Debtors' exclusivity. Holland & Hart LLP represents Wells Fargo. Brundage-Bone Concrete Pumping Inc. and JLS Concrete Pumping Inc., claim to be the largest providers of concrete pumping services in the U.S. JLS Concrete Pumping services California and Nevada from its corporate headquarters in Ventura and from satellite yards in Bakersfield, Fresno, Gardena, Lancaster, Las Vegas, Moorpark, Palm Springs, Riverside, San Diego, San Luis Obispo, Santa Clarita, Temecula, Thousand Oaks, and Ventura. Brundage-Bone and JLS filed for Chapter 11 on Jan. 18, 2010 (Bankr. D. Col. Case No. 10-10758). According to the schedules, the Company has assets of $325,708,061, and total debts of $230,277,103. BRUNDAGE-BONE: Wants Weiss and Van Scoyk as Special Counsel ----------------------------------------------------------- Brundage-Bone Concrete Pumping, Inc., has sought authorization from the U.S. Bankruptcy Court for the District of Colorado to employ Weiss and Van Scoyk, LLP, as special counsel, nunc pro tunc to January 18, 2010. WVS will assist the Debtors and bankruptcy counsel for the Debtors, and continue to represent the Debtors in connection with general business matters. WVS will be paid $185 to $225 per hour for its services. Ward Van Scoyk, a partner in WVS, assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Brundage-Bone Concrete Pumping Inc. and JLS Concrete Pumping Inc., claim to be the largest providers of concrete pumping services in the U.S. JLS Concrete Pumping services California and Nevada from its corporate headquarters in Ventura and from satellite yards in Bakersfield, Fresno, Gardena, Lancaster, Las Vegas, Moorpark, Palm Springs, Riverside, San Diego, San Luis Obispo, Santa Clarita, Temecula, Thousand Oaks, and Ventura. Brundage-Bone and JLS filed for Chapter 11 on Jan. 18, 2010 (Bankr. D. Col. Case No. 10-10758). According to the schedules, the Company has assets of $325,708,061, and total debts of $230,277,103. BURLINGTON COAT: Moody's Affirms 'B3' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service affirmed Burlington Coat Factory Warehouse Corp.'s ratings including its B3 Corporate Family Rating and its SGL-3 Speculative Grade Liquidity rating. The rating outlook is stable. The affirmation of Burlington Coat's rating and outlook is in response to the company's announcement that it completed an amendment to its asset based revolving credit facility that extends the expiration date of $600 million of the total facility to February 2014 from May 2011. Burlington Coat's ratings and outlook continue to reflect the company's weak operating performance compared to its off-price and discount peers, negative comparable store sales trend, high leverage, and Moody's expectation that credit metrics will not meaningfully improve over the near term. Debt/EBITDA for the latest 12-month period ended November 28, 2009, was 6.1 times. Positive ratings consideration is given to the more resilient performance of the off-price retail segment during the economic downturn. The ratings also reflect Burlington Coat's adequate liquidity profile, which was enhanced with the recent amendment. As part of the amendment to Burlington Coat's asset-based revolver, the total facility size was reduced to $721 million from $800 million. The remaining $121 million that was not extended will expire on the original expiration date of May 2011. Separately, Burlington Coat did not to extend the maturity of $550 million of its $865 million term loan due May 2013. As a result, the company did not pursue the offering of its planned $550 million extended senior secured term loan due May 2015. The B3 rating on this issue that was assigned on December 15, 2009 will be withdrawn. Ratings affirmed and LGD point estimates revised where applicable: * Corporate Family Rating at B3 * Probability of Default Rating at B3 * $865 million senior secured term loan due May 2013 at B3 (to LGD 3, 48% from LGD 4, 50%) * $305 million of senior unsecured guaranteed notes at Caa1 (LGD 5, 71%) * Speculative Grade Liquidity rating at SGL-3. Rating withdrawn: * $550 million extended senior secured term loan due May 2015 at B3 (LGD 4, 50%). The last rating action on Burlington Coat was on December 14, 2009, when the company's B3 Corporate Family Rating and stable outlook were affirmed. Burlington Coat Factory Warehouse Corporation is a nationwide off- price apparel retailer Annual revenues are approximately $3.5 billion. CAROLINA FIRST: S&P Cuts Counterparty Credit Rating to 'B+/B' ------------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its counterparty credit rating on Carolina First Bank to 'B+/B' from 'BB+/B'. At the same time, S&P lowered its preferred stock rating on parent The South Financial Group Inc. to 'C' from 'B-'. The outlook is negative. "The downgrade reflects S&P's expectations that Carolina First's asset quality and profitability will remain weak for at least the next year, more than at similar bank peers," said Standard & Poor's credit analyst Catherine Mattson. Moreover, the company's losses have eaten into its once-comfortable capital levels, leaving them insufficient, in S&P's view, to absorb potential further losses during the next several quarters without replenishment. The ratings recognize the company's adequate liquidity and funding profile and management's aggressive actions to address its credit problems. However, the company's high concentration of commercial real estate loans in the southeast, its elevated net charge-offs, and its pressured profitability outlook continue to outweigh these positive factors. The outlook is negative. S&P sees Carolina First's exposure to CRE and construction loans as a source of ongoing stress through 2010. If credit quality continues to weaken more than S&P currently expects under its stress testing, and profitability and capital levels suffer accordingly, S&P could lower the rating further. CATALYST PAPER: CEO Richard Garneau to Step Down on April 28 ------------------------------------------------------------ Catalyst Paper said that Richard Garneau, chief executive officer, will be leaving the Company on April 28, 2010, following the annual meeting of shareholders. Mr. Garneau advised the Board of Directors today that for personal reasons he will be moving back to eastern Canada to be closer to his family. "Mr. Garneau has been relentless in his drive to reduce Catalyst's costs and improve its profitability," said Michel Desbiens, chair of Catalyst's Board of directors. "On behalf of the Board I want to thank Richard for his contributions and express our regret at his departure. However, Richard has advised me that despite the personal concerns that are ultimately taking him back to Eastern Canada, he is committed to seeing our recently announced restructuring through to completion before he leaves." A search for a successor will begin immediately. About Catalyst Paper Headquartered in Richmond, British Columbia, Catalyst Paper Corporation (TSX:CTL) manufactures diverse specialty printing papers, newsprint and pulp. Its customers include retailers, publishers and commercial printers in North America, Latin America, the Pacific Rim and Europe. With six mills strategically located in British Columbia and Arizona, Catalyst has a combined annual production capacity of 2.5 million tones. At September 30, 2009, the Company had C$2.20 billion in total assets against C$1.29 billion in total liabilities. At September 30, 2009, the Company had liquidity of C$192.9 million, comprised of C$90.6 million cash, and availability of C$102.3 million on the Company's asset-based loan facility. * * * According to the Troubled Company Reporter on Dec. 1, 2009, DBRS has downgraded the Issuer Rating of Catalyst Paper Corporation (Catalyst or the Company) to B (low) from BB and the Senior Debt rating to CCC from BB, and placed the Company's ratings Under Review with Negative Implications. The downgrades reflect the Company's weak financial risk which is likely to weaken further in view of expected continuation of soft industry conditions and follows the Company's announcement on November 23, 2009 of its offer to exchange its outstanding 8 5/8% Senior Debt due June 15, 2011 with new 10% Senior Secured Notes due December 15, 2016 and shares of its common stock. CENTRAL GARDEN: S&P Raises Corporate Credit Rating to 'B+' ---------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on Walnut Creek, California-based Central Garden & Pet Co. to 'B+' from 'B'. S&P also raised the secured debt rating to 'BB-' from 'B+' and the subordinated debt rating to 'B-' from 'CCC+'. In addition, S&P revised the outlook on the company to stable from positive. Approximately $408 million of debt was outstanding as of Sept. 26, 2009. "The ratings upgrade reflects the company's improved operating performance, credit measures, and liquidity," said Standard & Poor's credit analyst Susan H. Ding. Increased grain costs, and soft lawn and garden and aquatic product sales have been the primary factors behind Central Garden's operating challenges in the past. "Although sales declined about 5.3% for the fiscal year ended September 2009," added Ms. Ding, "operating results improved due to aggressive internal cost-control measures and the benefit of some commodity cost contraction." For the fiscal year ended September 2009, credit metrics improved significantly and are strong for the rating category. COLONIAL BANCGROUP: Cleared to Tap Cash Collateral -------------------------------------------------- ABI reports that Colonial BancGroup Inc. has won court approval to use cash collateral to fund the costs of its bankruptcy case. Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc. (NYSE: CNB) was holding company to Colonial Bank, N.A, its banking subsidiary. Colonial bank -- http://www.colonialbank.com/ -- operated 354 branches in Florida, Alabama, Georgia, Nevada and Texas with over $26 billion in assets. On August 14, 2009, Colonial Bank was seized by regulators and the Federal Deposit Insurance Corporation was named receiver. The FDIC sold most of the assets to Branch Banking and Trust, Winston-Salem, North Carolina. BB&T acquired $22 billion in assets and assumed $20 billion in deposits of the Bank. Colonial BancGroup filed for Chapter 11 bankruptcy protection on August 25, 2009 (Bankr. M.D. Ala. Case No. 09-32303). W. Clark Watson, Esq., at Balch & Bingham LLP and Rufus T. Dorsey IV, Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Company in its restructuring effort. The Company listed $45,000,000 in assets and $380,000,000 in debts in its bankruptcy filing. COOPER-STANDARD: Repays Loans Under DIP Credit Agreement -------------------------------------------------------- Cooper-Standard Holdings Inc. disclosed in a regulatory filing with the U.S. Securities and Exchange Commission dated January 6, 2010, that on December 30, 2009, all of the proceeds of the borrowings under the replacement credit agreement with Deutsche Bank Trust Company Americas were used to repay the loans under the August 5, 2009 debtor-in-possession credit agreement, and to pay related fees and expenses. As a result of the repayment, all indebtedness under the August 5 DIP credit agreement was discharged; all commitments of the lenders were terminated; all liens granted to the lenders were released and discharged; and all obligations of the credit parties were released and discharged, other than those that by the terms of the August 5 DIP credit agreement survive termination, notes Timothy W. Hefferon, CSHI vice-president, general counsel & secretary. To recall, CSHI and its affiliates entered into the replacement credit agreement to obtain as much as $200 million to refinance the loans they availed under the August 5 DIP credit agreement. Of this, about $75 million in initial loan will be provided to Cooper-Standard Automotive Inc. while METZELER Automotive Profile Systems GmbH and Cooper-Standard Automotive Canada Ltd. will get $50 million each. The companies are also authorized to access an additional $25 million standby uncommitted single draw term loan facility under the replacement credit agreement. The U.S. Bankruptcy Court for the District of Delaware, which oversees CSHI's Chapter 11 case, issued final approval of the replacement credit agreement on December 29, 2009. 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: Authorizes Assets Sale to Sanoh for $3.53MM ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized Cooper-Standard Holdings Inc. and its affiliated debtors to sell some of their assets to Sanoh America Inc. for $3.534 million, "free and clear of liens, claims, encumbrances and other interests." In its January 20 sale order, the Court ruled that nothing contained in any plan of reorganization or liquidation and order of any kind entered in the Debtors' chapter 11 cases; any subsequent chapter 7 case into which any chapter 11 case may be converted; or any related proceeding subsequent to entry of the sale order will conflict with or derogate from the terms of the sale order or the asset purchase agreement governing the sale. Under the asset purchase agreement between Sanoh America and the Debtors, the assets that will be sold include a real property situated at 701 E. Lugbill Road, in Archbold, Ohio, where the Debtors' manufacturing plant is located. A list of these assets is available without charge at: http://bankrupt.com/misc/Cooper_Archboldassets.pdf The Archbold plant had been closed since March 2009. All the Debtors' employees at the plant had either been terminated or relocated. 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: Committee Deadline to Probe Moved to Feb. 15 ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware further extended to February 15, 2010, the deadline for the Official Committee of Unsecured Creditors to investigate the accuracy of the Debtors' claims or causes of action against the pre- bankruptcy secured lenders and Deutsche Bank Trust Company Americas, the administrative agent under the December 23, 2004 Credit Agreement. Under the Court's final order approving the Debtors' $200 million debtor-in-possession financing, the original deadline for the Creditors Committee to investigate the accuracy of the claims and causes of action was November 12, 2009. The deadline was eventually moved to December 14, 2009, then to January 14, 2010, by the Court upon requests. 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) CORUS ENTERTAINMENT: S&P Assigns 'BB' Corporate Credit Rating ------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB' long- term corporate credit rating to Toronto-based Corus Entertainment Inc. The outlook is stable. "The rating on Corus reflects what S&P views as the company's significant financial risk profile and challenging industry fundamentals, including the cyclical nature of the media industry, particularly for advertising and content, and competitive operating environment," said Standard & Poor's credit analyst Lori Harris. These factors are partially offset, in S&P's opinion, by the strong market position of Corus' core specialty television and radio businesses and by the revenue diversity these assets provide. The rating also reflects positive advertising growth dynamics for the specialty television industry and the favorable Canadian broadcasting regulatory regime, which limits competition. Corus' business comprises two operating divisions: * Television (68% of total revenue for the first quarter ended Nov. 30, 2009): The company is a leading specialty and pay television broadcaster with a controlling interest in 19 channels. Corus also owns content through its wholly owned subsidiary, Nelvana Ltd., one of the world's largest producers and distributors of children's animated programming and related consumer products. * Radio (32%): Corus is a leading Canadian radio operator in terms of revenue and audience reach, with 52 radio stations in nine of the 10 largest markets. The stable outlook on Corus reflects Standard & Poor's expectation that the company will retain strong market positions in its core businesses and will pursue a financial policy and growth strategy in line with the rating. S&P could raise the rating on Corus in the medium term if its credit ratios strengthen on a sustainable basis. On the other hand, S&P could lower the rating if the company fails to maintain its solid market position, positive free cash flow, and credit ratios in line with S&P's expectations. COYOTES HOCKEY: Ruling on Tax Break Won't Affect Lease Deal ----------------------------------------------------------- Mike Sunnucks at Phoenix Business Journal relates the City of Glendale said the ruling of the Supreme Court on a $97 million tax break for Klutznick Co. will not affect a lease deal with Ice Edge Holdings and Phoenix Coyotes. Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of the Phoenix Coyotes National Hockey League team -- filed for Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on May 5, 2009. The Debtors are represented by Thomas J. Salerno, Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate their assets and liabilities are between $100 million and $500 million. In November 2009, Judge Redfield T. Baum approved the sale of the Phoenix Coyotes to the National Hockey League, which had bought the team to quash a plan by bidder Jim Balsillie's to move the team to Ontario, Canada. Coyotes was sent to Chapter 11 to effectuate a sale by owner Jerry Moyes to Mr. Balsillie. The city of Glendale, Ariz., is seeking to convert the Coyotes' Chapter 11 case to a Chapter 7, echoing the Debtors and unsecured creditors' belief that the city is trying to wriggle out of having its bankruptcy claim estimated. The team's former owners have filed a Chapter 11 plan of liquidation, to rebuff the Chapter 7 conversion bid. CROSSTEX ENERGY: Moody's Assigns 'B2' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service assigned Crosstex Energy, L.P., a B2 Corporate Family Rating, B2 Probability of Default Rating, a Speculative Grade Liquidity -- 3 rating, and a B3 (LGD 4, 69%) rating to the company's proposed $700 million guaranteed senior unsecured notes. The proceeds from the notes offering, in addition to borrowings under a new revolving credit facility (not rated) with a facility size of approximately $450 million, will be used to repay drawings under the company's existing bank credit facility and all outstanding senior secured notes. The rating outlook is stable. Crosstex's B2 Corporate Family Rating is supported by the relatively high proportion of its gross margin that is considered non-commodity based (representing approximately 79% of its pro forma gross margin), and management's more conservative business strategy, with a modest capital spending program in 2010 that is expected to be financed from internally generated cash flows. As a result of the company's asset sale program, Crosstex is a smaller and less diversified company than before. However, it continues to maintain a substantial market position in the Barnett Shale in North Texas and has one of the largest intrastate natural gas pipelines in Louisiana, its LIG system. The rating is restrained by high financial leverage levels, which despite a significant debt reduction program, remain elevated at over 5.5x debt/EBITDA (as adjusted for operating leases and 50% equity credit for its convertible preferred units). In addition, Crosstex has a high level of exposure to the Barnett Shale, and faces volume and price risk in gathering and processing natural gas, particularly given Moody's view of a highly uncertain natural gas price outlook. The ratings also consider management's prior history of more aggressive financial policies and still fairly limited track record under its current, more conservative business strategy. Risks inherent to the MLP business model remain, with uncertainties in regards to the reinstatement of distributions, retail equity market access and growth over the medium term. Since its IPO in 2002 to late 2008, Crosstex's business strategy was characterized by an aggressive growth profile, with high multiples paid for acquisitions, as fairly common in the MLP space, elevated capital spending levels, high distribution growth rates and funding falling short of management's 50% equity financing target. As such, entering into cyclically weak 2009, the company was highly leveraged and facing bank covenant compliance issues. In the fourth quarter of 2008, management changed its business strategy to focus on improving liquidity, maintaining financial flexibility and enhancing profitability. Since then, the company has reduced its distribution, sold over $600 million in assets, with the proceeds primarily used to repay debt, decreased its capital spending program, lowered its cost structure and amended its bank credit facility. As typical of the MLP business model, Moody's expect that Crosstex will continue to grow through acquisitions, pursue organic growth projects and look to expand into new geographic areas, exposing investors to event, integration and financing risks. In addition, Moody's expect the company will resume distributions over the near-term. Management has targeted not reinstating distributions before achieving debt/EBITDA of 4.5x (unadjusted) and expects to manage to a distribution coverage ratio that would enable maintaining lower leverage levels. While Crosstex has a favorable position in the Barnett Shale, supported by its long-term contracts with several producers and the long-lived nature of the reserves, the play is highly price sensitive and faced volume declines in 2009 as a result of low natural gas prices. Given the uncertain natural gas price outlook, Moody's remain cautious over near-term volume growth. Moody's note that Crosstex experienced relatively flat volumes in the Barnett during 2009, as the company does benefit from a fair amount of minimum volume commitments in a number of its contracts with producers. In Louisiana, the company has experienced rising throughput volumes on the northern part of its LIG system. The volume increases have been driven by increased drilling activity in the emerging Haynesville Shale and have helped to offset modest declines in volumes on its system in southern Louisiana, which have faced some pressure as natural gas basis differentials have narrowed. Crosstex added 135 MMcf/d of incremental capacity to its northern LIG system in 2009, all of which was supported by long-term firm transportation agreements. However, Moody's note that these agreements are for the most part with producers with non-investment grade ratings. Crosstex's SGL-3 rating reflects Moody's expectation that the company will maintain adequate liquidity in 2010, primarily reflecting expected good availability under its new revolving credit facility, modest capital expenditures and anticipated satisfactory covenant compliance headroom. The SGL-3 also reflects the company's recent issuance of $125 million of convertible preferred units. Crosstex's liquidity profile is constrained by weak sources of alternate liquidity, its MLP structure and constrained access to retail equity investors due to its current lack of distributions. Crosstex's ratings could face upward pressure if the company continues to demonstrate a track record of improving its financial leverage metrics (debt/EBITDA approaching 4.5x, as adjusted) and conservatively managing its distribution policies and capital spending program. On the other hand, the company's could be downgraded as a result of weaker than expected operating performance, weak liquidity or poor internal controls. Crosstex Energy, L.P., headquartered in Dallas, Texas, is a publicly traded master limited partnership engaged in the gathering, processing, transmission and marketing of natural gas and natural gas liquids. DANA HOLDING: To Consolidate Heavy Vehicle Operations ----------------------------------------------------- Dana Holding Corporation will consolidate its Heavy Vehicle Products operations in Kalamazoo, Mich., and Statesville, N.C., into two locations in the Toledo, Ohio, area and a yet-to-be- determined location in Greater Detroit. "This move will enable Dana to better align its engineering and functional support resources, providing important operating and cost efficiencies," said Dana Heavy Vehicle Products Group President Mark Wallace. "The proximity to our existing operations in Maumee and southeastern Michigan will also promote enhanced technology sharing across our businesses, which will ultimately benefit our customers." Approximately 150 employees are currently located at the Kalamazoo Heavy Vehicle Products division office, which opened in 1999 and also includes an engineering and technology center. The Statesville facility employs approximately 25 people, primarily in sales and engineering functions. Both original locations are expected to substantially close by the end of this year. A portion of the impacted employees will relocate to a facility that Dana is securing in the Toledo, Ohio, area and others will locate within the company's Maumee-based Corporate Offices and Technology Center. Some employees will also relocate to the Detroit area. As part of the consolidation, an undetermined number of existing Heavy Vehicle Products positions will be eliminated. About Dana Holding Based in Maumee, Ohio, Dana Holding Corporation (NYSE: DAN) -- http://www.dana.com/-- is a world leader in the supply of axles; driveshafts; and structural, sealing, and thermal-management products; as well as genuine service parts. The company's customer base includes virtually every major vehicle manufacturer in the global automotive, commercial vehicle, and off-highway markets. The Company employs roughly 23,000 people in 26 countries and reported 2008 sales of $8.1 billion. At September 30, 2009, Dana had $5.26 billion in total assets against $2.99 billion in total liabilities. At September 30, 2009, cash balances had increased to $814 million, compared to $553 million at June 30, 2009. Total available liquidity rose by 39% to $920 million, while net debt was reduced to $182 million, a 67% decrease from the second quarter. * * * As reported by the Troubled Company Reporter on November 27, 2009, Moody's Investors Service affirmed these ratings for Dana: Corporate Family at Caa2, Probability of Default at Caa1, senior secured asset based revolving credit facility at B3 and senior secured term loan at Caa1. The Speculative Grade Liquidity Rating was also affirmed at SGL-3. The TCR said December 7, 2009, Standard & Poor's Ratings Services raised its corporate credit rating on Dana to 'B' from 'B-'. DELTA AIR: Former Worker Appeals Subordination of ERISA Claim ------------------------------------------------------------- Law360 reports that a former Delta Air Lines Inc. employee has challenged a bankruptcy judge's decision to subordinate a $100 million class claim against the airline, contending that claims related to the alleged mismanagement of Delta's retirement savings plan deserve priority treatment. 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: Reports $1.2 Billion Net Loss for 2009 ------------------------------------------------- Delta Air Lines (NYSE: DAL) reported on January 26, 2010, financial results for the December quarter and full year 2009. Delta Chief Executive Officer Richard Anderson, President Ed Bastian and Chief Financial Officer Hank Halter led the conference call that discussed the Company's financial results. Key points include: * Delta's net loss excluding special items for the December 2009 quarter was $225 million, or $0.27 per share. This result is $285 million better than the prior year quarter on a combined basis excluding special items. * Delta's net loss was $25 million, or $0.03 per share, for the December 2009 quarter. * Delta's net loss for 2009 was $1.2 billion, including $169 million in special items. Excluding special items and $1.4 billion of fuel hedge losses, Delta's net profit for 2009 was $291 million. * Delta ended 2009 with $5.4 billion in unrestricted liquidity, a $400 million increase year over year. * Delta continued its successful integration of Northwest Airlines and received approval from the Federal Aviation Administration for a single operating certificate at year-end. "2009 was a difficult year by any measure and my thanks go out to the Delta people for their hard work through this challenging time," Mr. Anderson said. "As a result of the strategic pieces we put in place in 2009 and the strong momentum of our merger integration, Delta is now positioned to capitalize on the economic recovery under way and expects to generate positive RASM improvements each month of this year." Revenue Environment Delta's operating revenue on a Generally Accepted Accounting Principles basis grew 1% to $6.8 billion in the December 2009 quarter compared to the prior year period as a result of its merger with Northwest. On a combined basis, total operating revenue declined nearly $1 billion, or 12%, and total unit revenue (RASM) declined 5% in the December 2009 quarter compared to the 2008 quarter. (in millions) 4Q09 4Q08 Incr 4Q09 4Q08 Incr GAAP GAAP (Decr) GAAP Combined (Decr) ---- ---- ---- ---- -------- ---- Passenger $5,779 $5,735 1% $5,779 $6,657 (13)% Cargo 253 230 10% 253 285 (11)% Other, net 773 748 3% 773 826 (6)% Total Operating Revenue $6,805 $6,713 1% $6,805 $7,768 (12)% On a combined basis: * Total operating revenue declined 12% in the December 2009 quarter versus the prior year quarter due to the global economic recession. * Passenger revenue decreased 13%, or $878 million, compared to the prior year period on an 8% capacity reduction. Passenger unit revenue (PRASM) declined 5%, driven by a 7% decline in yield and a 1 point improvement in load factor. * Cargo revenue declined 11%, or $32 million, reflecting lower yields. Freighter capacity was 19% lower year over year due to Delta's decision to end all dedicated freighter flying by the end of 2009. * Other, net revenue declined 6%, or $53 million, primarily due to declines in administrative service charges which were partially offset by increased baggage fees. Comparisons of revenue-related statistics include: Increase (Decrease) 4Q09 (GAAP) versus 4Q08 (Combined) ------------------------------------ Passenger 4Q09 ($M) Change Unit Revenue GAAP YOY Revenue Yield Capacity --------- -------- ------- ------- ----- -------- Domestic $2,670 (12.7)% (8.0)% (6.6)% (5.1)% Atlantic 1,014 (19.7)% 0.2% (7.2)% 19.8)% Latin America 294 (5.4)% (8.4)% (11.8)% 3.6% Pacific 491 (22.9)% (14.6)% (14.4)% (9.8)% ------- Total mainline 4,469 (15.2)% (6.6)% (7.8)% (9.2)% Regional 1,310 (5.6)% (3.7)% (5.4)% (2.0)% ------- Consolidated $5,779 (13.2)% (5.4)% (6.6)% (8.2)% "Our revenue performance this quarter showed indications of economic recovery with increased corporate travel demand, strong load factors and sequential RASM improvement each month," Mr. Bastian noted. "With initiatives in place to broaden our network through new alliances, invest $1 billion in our fleet and product and reallocate our global fleet under our single operating certificate, we have built the foundation for further RASM improvement this year." Cost Performance In the December 2009 quarter, Delta's operating expense on a GAAP basis decreased approximately $1 billion year over year primarily due to lower restructuring and merger-related items. Excluding special items, operating expense decreased $1.2 billion due to lower fuel expense, reduced capacity, productivity improvements and merger benefits in the December 2009 quarter compared to the prior year period on a combined basis. These cost reductions were partially offset by investments in Delta's product, increased employee wages and higher pension expense. On a combined basis: * Consolidated unit cost, excluding fuel expense and special items, increased 7% year over year in the December 2009 quarter as the pace of capacity reductions exceeded the benefits from cost reduction initiatives and merger synergies. * Non-operating expense excluding special items decreased $55 million, or 15%, in the December 2009 quarter primarily due to lower foreign exchange losses. "Delta's strong financial foundation and unmatched merger benefits allowed us to keep our full year unit costs contained and grow our unrestricted liquidity to $5.4 billion," Mr. Halter emphasized. "We are well positioned for 2010 with more than 50% of our debt maturities already addressed and plans to keep our non-fuel unit costs flat to 2009." Fuel Price and Related Hedges Delta hedged 40% of its fuel consumption for the December 2009 quarter, for an average fuel price of $2.17 per gallon. The fuel hedges Delta had in place as of January 22, 2010, include: 1Q10 2Q10 3Q10 4Q10 ---- ---- ---- ---- Call options 23% 17% 6% 3% Collars 6% 5% 3% 0% Swaps 18% 9% 2% 0% --- --- --- --- Total 47% 31% 11% 3% --- --- --- --- Average crude call strike $67 $72 $87 $91 Average crude collar cap 75 83 83 - Average crude collar floor 64 72 73 - Average crude swap 77 79 80 - Liquidity Position As of December 31, 2009, Delta had $5.4 billion in unrestricted liquidity, including $4.7 billion in cash and short-term investments and $685 million in undrawn revolving credit facilities. Operating cash flow during the December 2009 quarter was negative $75 million, reflecting the pre-tax loss and the seasonal declines in air traffic liability. During the quarter, the company completed a total of $1.1 billion in financing transactions, including $689 million from the 2009-1 EETC offering to refinance 27 aircraft (of which $347 million remains in escrow), $150 million from the issuance of unsecured municipal bonds and $250 million in new revolving credit facilities. Northwest's $300 million undrawn revolving credit facility terminated on its scheduled maturity date. Debt and capital lease payments for the December 2009 quarter totaled $628 million, which included repaying the original financing for five aircraft in the 2009-1 EETC. Capital expenditures during the quarter were approximately $175 million, which included $136 million for investments in aircraft, parts and modifications. Company Highlights In 2009, Delta continued to position itself as the world's No. 1 airline, with an ongoing commitment to employees, customers and communities. Key accomplishments include: * Paying more than $65 million in 2009 in employee Shared Rewards for achieving operational performance goals; * Achieving more than $700 million in synergy benefits in 2009 from its merger with Northwest, with an incremental $600 million expected in 2010; * Receiving final authorization from the Federal Aviation Administration for Delta and Northwest to fly under a single operating certificate and merging Delta and Northwest into a single legal entity; * Resolving union representation and seniority integration for aircraft maintenance technicians, other Technical Operations employee groups, dispatchers and meteorologists and scheduling an election for simulator technicians to vote on IAM representation; * Implementing an expanded trans-Atlantic alliance with Air France-KLM, which will result in more flight choices, frequencies, convenient flight schedules, competitive fares and harmonized services for customers; * Completing the integration and re-branding of 247 airport facilities worldwide; * Improving the quality and consistency of Delta's product by painting more than 300 pre-merger Northwest aircraft in the Delta livery, installing Wi-Fi on more than 346 aircraft, refurbishing the interiors of approximately 90 percent of the pre-merger Northwest mainline fleet and harmonizing onboard products and services worldwide; * Announcing plans to invest $1 billion through mid-2013 to enhance the customer experience and improve fleet efficiency with installation of flat-bed BusinessElite seats, expanded in-flight entertainment, additional First Class service on regional jets and new Sky Club lounges; * Creating the world's largest airline loyalty program by merging the Northwest WorldPerks program into Delta SkyMiles and announcing the 2010 SkyMiles Medallion program offering frequent flyers new, industry-leading benefits, including a Diamond level status and rollover Medallion Qualification Miles; * Reaching a definitive agreement with US Airways to exchange slots and airport facilities at New York's LaGuardia and Washington's Reagan National airports, subject to regulatory approval, which will enable Delta to serve an additional two million customers at LaGuardia annually without added congestion; * Partnering with the City of Atlanta to reach an agreement to extend Delta's lease at Hartsfield-Jackson Atlanta International Airport through 2017 to maintain the airport's position as the leading airport in the world; * Receiving recognition for industry-leading products and services, including "Best Frequent Flyer Program," "Best Airline Web Site" and "Best Airport Lounge" from Business Traveler magazine and receiving the "Extra Mile Award" from Budget Travel magazine for the re-launch of Delta's Red Coat program; and * Contributing cash and in-kind donations to charities around the globe, including sponsoring Habitat for Humanity builds in six U.S. cities and Thailand, partnering with the American Red Cross for Haiti relief and continuing a long- standing partnership with the Breast Cancer Research Foundation. Special Items Delta recorded special items totaling a net $200 million credit in the December 2009 quarter, including: * $121 million in merger-related expenses; and * a $321 million non-cash tax benefit related to the impact of fuel hedges in other comprehensive income. Delta recorded special items totaling $1 billion in charges in the December 2008 quarter, including: * $970 million in merger-related items; * a $20 million write-down in the value of auction rate securities; and * an $18 million charge related to facilities closure. March 2010 Quarter Guidance Delta's projections for the March 2010 quarter are: 1Q 2010 Forecast ---------------- Fuel price, including taxes and hedges $2.22 Operating margin Breakeven Capital expenditures $400 million Total liquidity as of Mar. 31, 2010 $5.6 billion 1Q 2010 Forecast (compared to 1Q 2009) ----------------- Consolidated unit costs, excluding fuel expense Flat to up 2% Mainline unit costs, excluding fuel expense Flat to up 2% System capacity Down 3 - 5 % Domestic Down 1 - 3 % International Down 5 - 7 % Mainline capacity Down 3 - 5 % Domestic Down 2 - 4 % International Down 5 - 7 % Delta's conference call on the Fourth Quarter 2009 Financial Results can be accessed at http://ResearchArchives.com/t/s?3a2c. A replay will be available at the same site until March 1, 2010. DELTA AIR LINES, INC. Selected Balance Sheet Data As of December 31, 2009 Cash and cash equivalents $4,607,000,000 Short-term investments 71,000,000 Restricted cash and cash equivalents (short-term and long-term) 444,000,000 --------------- Total assets $43,581,000,000 =============== Total debt and capital leases, including current maturities 17,198,000,000 --------------- Total stockholders' equity 274,000,000 =============== DELTA AIR LINES, INC. Unaudited Consolidated Statements of Operations Three Months Ended December 31, 2009 Consolidated Operating Revenue: Passenger Mainline $4,469,000,000 Regional Carriers 1,310,000,000 --------------- Total Passenger Revenue 5,779,000,000 Cargo 253,000,000 Other, net 773,000,000 --------------- Total Operating Revenue 6,805,000,000 Operating expenses: Aircraft fuel and related taxes 1,706,000,000 Salaries and related costs 1,687,000,000 Contract carrier arrangements 941,000,000 Contracted services 419,000,000 Depreciation and amortization 384,000,000 Aircraft maintenance materials and outside repairs 284,000,000 Passenger commissions and other selling expenses 336,000,000 Landing fees and other rents 318,000,000 Passenger service 161,000,000 Aircraft rent 117,000,000 Restructuring and merger-related items 121,000,000 Other 377,000,000 --------------- Total operating expense 6,851,000,000 --------------- Operating loss (46,000,000) Other (expense) income: Interest expense (327,000,000) Interest expense 4,000,000 Miscellaneous, net 14,000,000 --------------- Total other expense, net (309,000,000) --------------- Loss before income taxes (355,000,000) Income tax benefit 330,000,000 --------------- Net Loss ($25,000,000) =============== DELTA AIR LINES, INC. Unaudited Consolidated Statements of Operations Year Ended December 31, 2009 Operating Revenue: Passenger Mainline $18,522,000,000 Regional Carriers 5,285,000,000 --------------- Total Passenger Revenue 23,807,000,000 Cargo 788,000,000 Other, net 3,468,000,000 --------------- Total Operating Revenue 28,063,000,000 Operating expenses: Aircraft fuel and related taxes 7,384,000,000 Salaries and related costs 6,838,000,000 Contract carrier arrangements 3,823,000,000 Contracted services 1,595,000,000 Depreciation and amortization 1,536,000,000 Aircraft maintenance materials and outside repairs 1,434,000,000 Passenger commissions and other selling expenses 1,405,000,000 Landing fees and other rents 1,289,000,000 Passenger service 638,000,000 Aircraft rent 480,000,000 Impairment of goodwill and other tangible assets - Restructuring and merger-related items 407,000,000 Other 1,558,000,000 --------------- Total operating expense 28,387,000,000 --------------- Operating loss (324,000,000) Other (expense) income: Interest expense (1,278,000,000) Interest expense 27,000,000 Loss on extinguishment of debt (83,000,000) Miscellaneous, net 77,000,000 --------------- Total other expense, net (1,257,000,000) --------------- Loss before income taxes (1,581,000,000) Income tax benefit 344,000,000 --------------- Net Loss ($1,237,000,000) =============== About Delta Air Lines With its acquisition of Northwest Airlines, Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or http://www.nwa.com/-- became the world's largest airline following merger with Northwest Airlines in 2008. From its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its Northwest subsidiary and Delta Connection carriers offer service to more than 376 destinations worldwide in 66 countries and serves more than 170 million passengers each year. The merger closed on October 29, 2008. Northwest and 12 affiliates filed for Chapter 11 protection on September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). On May 21, 2007, the Court confirmed the Northwest Debtors' amended plan. That amended plan took effect May 31, 2007. Delta and 18 affiliates filed for Chapter 11 protection on September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta Debtors in their restructuring efforts. On April 25, 2007, the Court confirmed the Delta Debtors' plan. That plan became effective on April 30, 2007. (Bankruptcy Creditors Service Inc. publishes Delta Air Lines Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000). * * * Delta Air Lines has $44,853,000,000 in assets against total debts of $43,953,000,000 in debts as of Sept. 30, 2009. Delta Air Lines reported a net loss of $1.2 billion for the year 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' DELTA AIR: Delta, Skyteam Continue Talks, Backs JAL Restructuring ----------------------------------------------------------------- Depending heavily on international travelers, Delta Air Lines continues to seek a tie-up with Japan Airlines Corp., The Wall Street Journal reports, quoting Delta chief executive Richard Anderson during a conference call on January 26, 2010. Following JAL's entry into court-led financial restructuring on January 19, 2010, under the guidance of the Enterprise Turnaround Initiative Corporation of Japan, Delta also confirmed in an official statement that it "has been in discussion with JAL in hopes of forming a strategic SkyTeam partnership that would provide significant benefits for JAL and all of its stakeholders." Delta and Skyteam also expressed that they fully support Japan Airlines and stand ready to provide assistance and support in any way possible. "Delta fully expects that JAL, with the support of ETIC, will be successful in its restructuring and return the airline to a position of prominence. Delta went through a similar restructuring process, and as a result emerged in 2007 as one of the most financially sound and the world's largest airline," Delta and Skyteam stated. "JAL customers should continue to book their travel on the flagship carrier of Japan as they will not notice any impact to service as a result of the restructuring," the statement noted. MarketWatch, citing The Yomiuri Shimbun, had reported that as of January 15 Delta has reached an agreement with JAL "on a comprehensive tie-up that mainly features code-sharing flight services," noting that both airlines "are likely to officially sign the deal after it's endorsed by new JAL top management to be inaugurated after the JAL group applies for the application of the Corporate Rehabilitation Law." Delta has been courting JAL to jump from the Oneworld airline alliance with AMR Corp.'s American Airlines, to SkyTeam, which members include Aeroflot, Aeromexico, Air France, Alitalia, China Southern, Czech Airlines, Delta Air Lines, KLM Royal Dutch Airlines, Korean Air and associate members Air Europa and Kenya Airways. As widely reported, Delta and its SkyTeam partners have offered to give JAL US$1 billion to leave Oneworld, which, in turn, has counter-offered US$1.4 billion for JAL to stay. Replacing American as JAL's partner would give Delta an advantage at JAL's pre-eminent position at Narita Airport in Tokyo -- Asia's prime hub -- where Delta already operates, according to TheStreet.com. "We would object vigorously," American Airlines CEO Gerard Arpey declared on January 21, in response to a possible Delta-JAL tie- up, reported The Chicago Tribune. Antitrust Immunity Delta and American are also debating whether U.S. regulators should approve a joint request, if one were to be filed, by Delta and JAL for antitrust immunity across the Pacific, TheStreet.com reports. If JAL decides on an alliance with either airline, it will need to file with U.S. authorities for antitrust immunity, according to TheStreet.com. American's Mr. Arpey had said that an approval of the Delta-JAL request "would make an absolute farce of the Open Skies process." In a prepared statement, the U.S. Transportation Department has stated that "it is a long-standing, and widely understood, policy of the [D]epartment to decide every antitrust immunity application on its own individual merits. Moreover, the U.S. government never makes commitments to foreign governments about the outcome of any pending or potential proceeding." As of January 26, 2010, the DOT has informed Japan that it has yet to decide on whether to grant antitrust immunity to a potential alliance between Japan Airlines Corp, and an American carrier, MarketWatch reported, citing The Nikkei Business Daily. DOT also said it could not offer any guarantees of immunity, according to the report. About Delta Air Lines With its acquisition of Northwest Airlines, Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or http://www.nwa.com/-- became the world's largest airline following merger with Northwest Airlines in 2008. From its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its Northwest subsidiary and Delta Connection carriers offer service to more than 376 destinations worldwide in 66 countries and serves more than 170 million passengers each year. The merger closed on October 29, 2008. Northwest and 12 affiliates filed for Chapter 11 protection on September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). On May 21, 2007, the Court confirmed the Northwest Debtors' amended plan. That amended plan took effect May 31, 2007. Delta and 18 affiliates filed for Chapter 11 protection on September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta Debtors in their restructuring efforts. On April 25, 2007, the Court confirmed the Delta Debtors' plan. That plan became effective on April 30, 2007. (Bankruptcy Creditors Service Inc. publishes Delta Air Lines Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000). * * * Delta Air Lines has $44,853,000,000 in assets against total debts of $43,953,000,000 in debts as of Sept. 30, 2009. Delta Air Lines reported a net loss of $1.2 billion for the year 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' DELTA AIR: Settles Lone Star Appeal on TIA Claims Disallowance -------------------------------------------------------------- Judge Shira A. Scheindlin of the United States District Court for the Southern District of New York, informed the Bankruptcy Court that Delta Air Lines, Inc., and Lone Star Partners, LLC, have reached an agreement with respect to Lone Star's appeal on the Bankruptcy Court's disallowance of its claims against Delta relating to tax indemnity agreements on aircraft bearing Tail Nos. N636DL, N637DL and N638DL. To recall, the TIA Claims, aggregating in excess of $15,635,813, are tax losses incurred by Lone Star from a sale of its ownership interests in the Aircraft, which was attributable to the Indenture Trustee's exercise of remedies under the Leases. In May 2008, Judge Scheindlin reversed the Bankruptcy Court's Order and directed the Bankruptcy Court to reinstate Lone Star's Claim. The District Court ruled that Delta's defaulting in its obligation as Lessee and Lone Star's sale of its interests of the aircraft to Vx Capital Partners LLC constitutes an excluded event under Section 7(a) of the TIA, which require the Debtors to indemnify Lone Star. Following the Settlement Agreement between Delta and Lone Star, the District Court directed the Clerk of the Court to close the litigation relating to the Lone Star Appeal. About Delta Air Lines With its acquisition of Northwest Airlines, Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or http://www.nwa.com/-- became the world's largest airline following merger with Northwest Airlines in 2008. From its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its Northwest subsidiary and Delta Connection carriers offer service to more than 376 destinations worldwide in 66 countries and serves more than 170 million passengers each year. The merger closed on October 29, 2008. Northwest and 12 affiliates filed for Chapter 11 protection on September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). On May 21, 2007, the Court confirmed the Northwest Debtors' amended plan. That amended plan took effect May 31, 2007. Delta and 18 affiliates filed for Chapter 11 protection on September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta Debtors in their restructuring efforts. On April 25, 2007, the Court confirmed the Delta Debtors' plan. That plan became effective on April 30, 2007. (Bankruptcy Creditors Service Inc. publishes Delta Air Lines Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000). * * * Delta Air Lines has $44,853,000,000 in assets against total debts of $43,953,000,000 in debts as of Sept. 30, 2009. Delta Air Lines reported a net loss of $1.2 billion for the year 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' DOYLE FAMILY: Case Summary & 2 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Doyle Family LLC 22532 Avenida Empresa Rancho Santa Margarita, CA 92688 Bankruptcy Case No.: 10-10967 Type of Business: Chapter 11 Petition Date: January 27, 2010 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Erithe A. Smith Debtor's Counsel: Tracy Ettinghoff, Esq. Law Office of Tracy Ettinghoff 30011 Ivy Glenn #121 Laguna Niguel, CA 92677 Tel: (949) 363-5573 Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Michael Doyle, the company's manager. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Tom Kerl, CPA Accountant $6,500 Tom Styslak, Atty. Attorney $8,700 E*TRADE FINANCIAL: Has $67 Mil. Net Loss for 4th Qtr Ended 2009 --------------------------------------------------------------- E*TRADE Financial Corporation posted results for its fourth quarter ended December 31, 2009, reporting a net loss of $67 million compared with a net loss of $276 million during the prior year. For the year ended December 31, 2009, the Company reported a loss from continuing operations of $1.3 billion, or $1.18 per share compared to a loss from continuing operations of $809 million a year ago. "2009 was a watershed year for E*TRADE, as the Company positioned itself to achieve sustainable, profitable growth by successfully recapitalizing the balance sheet and maintaining its focus on the online brokerage business," said Robert Druskin, Chairman and interim CEO, E*TRADE FINANCIAL Corporation. "The online brokerage business performed extremely well, recording its highest level of DARTs for any year and delivering strong organic growth in brokerage accounts, cash, and margin receivables." The Company reported total DARTs of 174,000 in the fourth quarter, a 12 percent sequential quarterly decrease and a 20 percent decrease versus the same quarter a year ago. DARTs for the full year were 197,000 as compared to 188,000 in 2008. At quarter end, E*TRADE reported 4.5 million customer accounts, which included 2.7 million brokerage accounts. Brokerage accounts decreased by 17,000 in the quarter, including a reduction of 8,000 accounts as a result of the sale of the Company's local trading business in Germany. For the full year, the Company added 115,000 net new brokerage accounts. During the quarter, customer security holdings increased five percent, or $4.5 billion, and brokerage-related cash increased by $0.6 billion to $20.9 billion. Net new customer assets were negative $0.3 billion and were impacted by the restructuring of the Company's international operations and a $1.3 billion decline in savings and other bank-related customer deposits, as the Company continued to execute its balance sheet reduction strategy. Customers were net buyers of approximately $800 million of securities. Margin receivables increased from $3.4 billion to $3.8 billion. U.S. net new brokerage assets were positive $1.5 billion during the quarter, reflecting the Company's strategic focus on growing the online brokerage business. For the full year, U.S. net new brokerage assets were positive $7.2 billion. Commissions, fees and service charges, principal transactions, and other revenue in the fourth quarter were $205 million, compared with $231 million in the third quarter. This reflected the sequential decline in trading activity and a $0.19 decline in the average commission per trade due to customer mix. Net interest income was essentially flat at $321 million, as a $459 million decline in average interest-earning assets to $43.8 billion was largely offset by a four basis point expansion in the net interest income spread. Total operating expense increased by $17 million to $318 million from the prior quarter, primarily due to charges associated with the restructuring of the Company's international operations, seasonal advertising, and higher real estate owned expenses. The Company continued to make progress during the fourth quarter in reducing balance sheet risk as its loan portfolio contracted by $1.1 billion from last quarter, of which $0.8 billion was due to prepayments or scheduled principal reductions. Fourth quarter provision for loan losses decreased $55 million from the prior quarter to $292 million. Total net charge-offs in the quarter were $324 million, a decrease of $27 million from the prior quarter. Total allowance for loan losses was virtually flat at approximately $1.2 billion, or six percent of gross loans receivable. For the Company's entire loan portfolio, total special mention delinquencies declined by three percent and total at-risk delinquencies declined by two percent in the quarter. The Company continues to maintain Bank capital ratios substantially in excess of regulatory well-capitalized thresholds. As of December 31, 2009, the Company reported Bank Tier 1 capital ratios of 6.69 percent to total adjusted assets and 12.79 percent to risk-weighted assets. The Bank had excess risk-based total capital of $899 million at year end. About E*TRADE Financial The E*TRADE FINANCIAL (NASDAQ: ETFC) family of companies provides financial services including trading, investing and related banking products and services to retail investors. Securities products and services are offered by E*TRADE Securities LLC (Member FINRA/SIPC). Bank products and services are offered by E*TRADE Bank, a Federal savings bank, Member FDIC, or its subsidiaries. * * * The Company's current senior debt ratings are Caa3 by Moody's Investor Service, CC/CCC-(3) by Standard & Poor's and B (high) by Dominion Bond Rating Service. The Company's long-term deposit ratings are Ba3 by Moody's Investor Service, CCC+ (developing) by Standard & Poor's and BB by DBRS. FAIRPOINT COMMS: Names Teresa Rhodes as New Hampshire President --------------------------------------------------------------- A 30-year veteran of public policy, communications and advocacy with a long history of civic involvement, Teresa Rhodes Rosenberger has been named New Hampshire State President for FairPoint Communications. In her new role, Rosenberger will be responsible for regulatory matters, governmental relations, and economic development for FairPoint Communications in the Granite State. Ms. Rosenberger has spent the last 20 years in New Hampshire, most recently serving as the director of government affairs and client communications for Devine Millimet & Branch. She has represented the firm on such matters as establishing community reinvestment opportunity zones to attract to and retain businesses in New Hampshire, as well as net operating loss reform legislation that saved significant dollars for businesses. Ms. Rosenberger began her career at U.S. News and World Report. She has also been a speechwriter and research staffer for three presidential administrations, and helped develop state and federal advocacy positions for The American Association of Retired Persons. Ms. Rosenberger's civic involvement includes membership on New Hampshire Telecommunications Advisory Board, as a Governor Lynch appointment. She served as chair of the New Hampshire Historical Society, the Greater Concord Chamber of Commerce, the Concord Regional Visiting Nurse Association, and the Concord YMCA. She has also served on the board of the Josiah Bartlett Center for Public Policy, the New Hampshire Preservation Alliance and Capitol Region Healthcare. "We are delighted to have Teresa join FairPoint in this very important role. Her knowledge of state government, as well as business and community organizations in New Hampshire, will help FairPoint continue to build lasting relationships within the state as we continue to improve and expand communication services," says Peter Nixon, president of FairPoint Communications. Mr. Rosenberger is a graduate of the University of North Carolina where she received a Bachelor of Arts degree in journalism. She lives in Concord with her husband Eric and has three grown children. About FairPoint Communications FairPoint Communications, Inc. (NYSE: FRP) -- http://www.fairpoint.com/-- is an industry leading provider of communications services to communities across the country. FairPoint owns and operates local exchange companies in 18 states offering advanced communications with a personal touch, including local and long distance voice, data, Internet, television and broadband services. FairPoint is traded on the New York Stock Exchange under the symbols FRP and FRP.BC. Fairpoint and its affiliates filed for Chapter 11 on Oct. 26, 2009 (Bankr. D. Del. Case No. 09-16335). Rothschild Inc. is acting as financial advisor for the Company; AlixPartners, LLP as the restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP is the Company's counsel. BMC Group is claims and notice agent. As of June 30, 2009, Fairpoint reported $3.24 billion in total assets, $321.41 million in total current liabilities, $2.91 billion in total long-term liabilities, and $1.23 million in total stockholders' equity. Bankruptcy Creditors' Service, Inc., publishes Fairpoint Communications Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Fairpoint Communications Inc. and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FAIRPOINT COMMS: Names Michael Reed as Maine State President ------------------------------------------------------------ FairPoint Communications has named Michael C. Reed, a 40-year veteran of the telecommunications industry, as Maine State President. In his new role, Mr. Reed will be responsible for regulatory matters, governmental relations, and economic development for FairPoint Communications in the Pine Tree State. Mr. Reed has held a variety of positions that have given him hands-on experience in the industry, starting with his first job as an equipment installation technician with NYNEX. He has a top-to-bottom understanding of the telecommunications industry, combining his operational and technical background with over 20 years of frontline experience in external relations, including regulatory and legislative responsibilities. He most recently served as state government affairs manager for communications service provider TDS Communications, covering Maine, New Hampshire, Vermont, New York and Pennsylvania. "We are delighted to have Mike join FairPoint in this very important role. He is recognized throughout the industry as a leader in telecom policy which, combined with his operational background and regulatory and legislative experience, makes him uniquely qualified for the position," says Peter Nixon, president of FairPoint Communications. "This experience, together with his understanding of the region, brings just the background we were looking for to continue our efforts to build lasting relationships in Maine." He serves as chairman of the New York State Telecommunications Association and is president of the New Hampshire Telephone Association. Mr. Reed most recently lived in Vermont and will be relocating to Maine. About FairPoint Communications FairPoint Communications, Inc. (NYSE: FRP) -- http://www.fairpoint.com/-- is an industry leading provider of communications services to communities across the country. FairPoint owns and operates local exchange companies in 18 states offering advanced communications with a personal touch, including local and long distance voice, data, Internet, television and broadband services. FairPoint is traded on the New York Stock Exchange under the symbols FRP and FRP.BC. Fairpoint and its affiliates filed for Chapter 11 on Oct. 26, 2009 (Bankr. D. Del. Case No. 09-16335). Rothschild Inc. is acting as financial advisor for the Company; AlixPartners, LLP as the restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP is the Company's counsel. BMC Group is claims and notice agent. As of June 30, 2009, Fairpoint reported $3.24 billion in total assets, $321.41 million in total current liabilities, $2.91 billion in total long-term liabilities, and $1.23 million in total stockholders' equity. Bankruptcy Creditors' Service, Inc., publishes Fairpoint Communications Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Fairpoint Communications Inc. and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FAIRPOINT COMMS: Updates Data on Total Voice Access Lines --------------------------------------------------------- FairPoint Communications, Inc., previously reported that its total voice access lines in service at September 30, 2009, compared to September 30, 2008, declined by 9.3%. However, the reported 9.3% decline represents the decline in the Company's total access line equivalents, which includes voices access lines and high-speed data subscribers, at September 30, 2009 compared to September 30, 2008. Accordingly, FairPoint Chief Financial Officer Alfred C. Giammarino clarifies in a regulatory filing with the U.S. Securities and Exchange Commission that the Company's total access lines declined by 11.2% at September 30, 2009, compared to September 30, 2008. About FairPoint Communications FairPoint Communications, Inc. (NYSE: FRP) -- http://www.fairpoint.com/-- is an industry leading provider of communications services to communities across the country. FairPoint owns and operates local exchange companies in 18 states offering advanced communications with a personal touch, including local and long distance voice, data, Internet, television and broadband services. FairPoint is traded on the New York Stock Exchange under the symbols FRP and FRP.BC. Fairpoint and its affiliates filed for Chapter 11 on Oct. 26, 2009 (Bankr. D. Del. Case No. 09-16335). Rothschild Inc. is acting as financial advisor for the Company; AlixPartners, LLP as the restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP is the Company's counsel. BMC Group is claims and notice agent. As of June 30, 2009, Fairpoint reported $3.24 billion in total assets, $321.41 million in total current liabilities, $2.91 billion in total long-term liabilities, and $1.23 million in total stockholders' equity. Bankruptcy Creditors' Service, Inc., publishes Fairpoint Communications Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Fairpoint Communications Inc. and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FEDERAL-MOGUL: Aid for Laid Off Workers Approved ------------------------------------------------ U.S. Representative Rick Boucher announced in a statement dated December 29, 2009, that, at his urging, the workers, who have lost their jobs as a result of the layoffs at Federal-Mogul Corporation in the Powertrain, Seals and Bearings Division in Blacksburg will be eligible to receive federal Trade Readjustment Assistance, commonly known as ATRA, from the U.S. Department of Labor. The benefits will assist secondarily affected workers with job retraining and health care premium payments. Any worker, who lost his or her job on or after May 19, 2008, is eligible to receive the TRA assistance. The displaced workers will also be eligible for healthcare benefits through the Health Care Tax Credit which will provide laid off workers with 65 percent of the cost of health insurance premiums. The remaining 35 percent of premium cost will be paid by the employees. The U.S. Department of Labor will provide job outreach services, career counseling, job search and job development assistance, classroom training (including adult basic education and GED completion) to those workers affected by the workforce reduction. Other services which can be provided under Trade Readjustment Assistance include on-the-job training and transportation assistance. In addition, Alternative Trade Act Assistance (ATAA) will be provided to those workers who qualify. "This federal assistance is of critical importance to the workers who have been affected by the layoffs at Federal-Mogul," Mr. Boucher said. "These workers deserve our help, and some of the most important and meaningful services we can offer relate to training individuals for new jobs and assisting them in maintaining health insurance coverage for themselves and their families." Some employees may also be eligible to receive Alternative Trade Adjustment Assistance. Alternative Trade Adjustment Assistance (ATAA) is a federal benefit program for workers over the age of 50 years who qualify for TRA benefits. In addition to the traditional TRA benefits, workers who qualify under the ATAA program are eligible for a federal subsidy of up to $10,000 over a two-year period if a worker regains employment within 26 weeks of being dislocated from Federal-Mogul and if the new salary is less than $50,000 and less than his or her former salary. "The provision of this federal assistance is an important step in assuring that the displaced workers have the training, health care premium payments and other benefits needed to find new employment," Mr. Boucher said. Frequently, workers who lose their jobs find that they do not possess the skills necessary to compete effectively for employment in another field. The use of federal funds to provide the new skills and job placement services are wise investments which strengthen both the earning potential of the region s residents and the base of the regional economy. Mr. Boucher explained that the retraining and health care premium funding would be furnished by the U.S. Department of Labor under the Trade Adjustment Assistance Program, which provides assistance for workers who have lost their jobs due to foreign imports or plant relocations outside the United States. In addition to job retraining benefits, the program also provides up to 52 weeks of additional unemployment insurance benefits beyond the normal 26 weeks available to all workers who lose jobs. The additional assistance enables unemployed workers to continue searching for work or to continue participation in training programs. Mr. Boucher said he is pleased that the Department of Labor acted positively to approve assistance for the displaced Federal-Mogul employees. "I want to commend the Department of Labor for its timely response to this situation and for providing the funding necessary for job training and health insurance assistance to these deserving people," he said. About Federal-Mogul Federal-Mogul Corporation -- http://www.federalmogul.com/-- is a global supplier of powertrain and safety technologies, serving the world's foremost original equipment manufacturers of automotive, light commercial, heavy-duty, agricultural, marine, rail, off-road and industrial vehicles, as well as the worldwide aftermarket. The company's leading technology and innovation, lean manufacturing expertise, as well as marketing and distribution deliver world-class products, brands and services with quality excellence at a competitive cost. Federal-Mogul is focused on its sustainable global profitable growth strategy, creating value and satisfaction for its customers, shareholders and employees. Federal-Mogul was founded in Detroit in 1899. The company is headquartered in Southfield, Michigan, and employs nearly 39,000 people in 36 countries. The Company filed for Chapter 11 protection on October 1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown & Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl & Jones, P.C., represented the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $10.15 billion in assets and $8.86 billion in liabilities. Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill, Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The Bayard Firm represented the Official Committee of Unsecured Creditors. The Debtors' Fourth Amended Plan was confirmed by the Bankruptcy Court on November 8, 2007, and affirmed by the District Court on November 14, 2007. Federal-Mogul emerged from Chapter 11 on December 27, 2007. (Federal-Mogul Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported by the TCR on June 5, 2009, Standard & Poor's Ratings Services said it has lowered its corporate credit rating on Federal-Mogul Corp. to 'B+' from 'BB-'. S&P also lowered the ratings on the company's senior secured debt; the recovery ratings are unchanged. The outlook is negative. "The ratings reflect Federal-Mogul's weak business risk profile as a major participant in the highly competitive global auto industry, and its aggressive financial risk profile," S&P said. FEDERAL-MOGUL: Nineteen Eighty-Nine Has 5.9% Stake in FMC --------------------------------------------------------- In a Schedule 13D filing dated January 11, 2010, with the Securities and Exchange Commission, Nineteen Eighty-Nine, LLC, disclosed that it beneficially owns 5,864,455 shares of Federal- Mogul Corporation's Class A Common Stock. Nineteen Eighty-Nine's shares constitute 5.9% of the total shares issued by Federal- Mogul. As of April 2, 2009, there are 99,404,500 shares of Federal-Mogul common stock outstanding. On the same filing, Amalgamated Gadget, L.P., disclosed that it beneficially own 62,003 shares of Class A Common Stock, which shares may be acquired upon the exercise of Warrants. Amalgamated Gadget's shares represent 0.1% of the total of the 99,466,503 shares of the Common Stock deemed to be outstanding. Brandon Teague, Director of Trading of Nineteen Eighty-Nine and Amalgamated Gadget, told the SEC that it has come to their attention that Icahn Enterprises, L.P., or IEP, may be materially misrepresenting the nature of IEP's ownership of certain assets in connection with IEP's recently announced $2 billion Senior Note sale. On January 11, 2010, Nineteen Eighty-Nine consequently filed a lawsuit in the New York Supreme Court, County of New York, against IEP and related defendants seeking a declaratory judgment, the imposition of a constructive trust over certain shares in Federal- Mogul, monetary damages, and other relief, Mr. Teague said. "In marketing the Offering to prospective investors, IEP trumpets its 75.7% public equity ownership of an IEP subsidiary, Federal- Mogul Corporation," Mark S. Cohen, Esq., at Cohen & Gresser LLP, in New York, said in the lawsuit. "That is materially misleading representation, as it fails to tell potential investors that IEP's ultimate interest in [Federal-Mogul] may be significantly less than 75.7%," he asserted. Mr. Teague further disclosed that: (a) because of its position as the sole member of Nineteen Eighty-Nine, Q Funding L.P., may, pursuant to Rule 13d- 3(d)(1)(i) of the Securities Exchange Act of 1934, be deemed to be the beneficial owner of 5,864,455 shares of the Common Stock, which constitutes approximately 5.9% of the outstanding shares of the Common Stock; (b) because of its position as the sole general partner of Q Funding, Acme Widget, L.P., may be deemed to be the beneficial owner of 5,864,455 shares of the Common Stock, which constitutes approximately 5.9% of the outstanding shares of the Common Stock; (c) because of its positions as (i) the sole general partner of Acme Holdings, Inc., and (ii) the sole general partner of Amalgamated, Scepter Holdings, Inc., may be deemed to be the beneficial owner of 5,926,458 shares of the Common Stock, which constitutes approximately 6.0% of the 99,466,503 shares of the Common Stock deemed to be outstanding; and (d) because of his position as the President and sole shareholder of Scepter, Geoffrey Raynor may be deemed to be the beneficial owner of 5,926,458 shares of the Common Stock, which constitutes approximately 6.0% of the 99,466,503 shares of the Common Stock deemed to be outstanding. About Federal-Mogul Federal-Mogul Corporation -- http://www.federalmogul.com/-- is a global supplier of powertrain and safety technologies, serving the world's foremost original equipment manufacturers of automotive, light commercial, heavy-duty, agricultural, marine, rail, off-road and industrial vehicles, as well as the worldwide aftermarket. The company's leading technology and innovation, lean manufacturing expertise, as well as marketing and distribution deliver world-class products, brands and services with quality excellence at a competitive cost. Federal-Mogul is focused on its sustainable global profitable growth strategy, creating value and satisfaction for its customers, shareholders and employees. Federal-Mogul was founded in Detroit in 1899. The company is headquartered in Southfield, Michigan, and employs nearly 39,000 people in 36 countries. The Company filed for Chapter 11 protection on October 1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown & Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl & Jones, P.C., represented the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $10.15 billion in assets and $8.86 billion in liabilities. Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill, Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The Bayard Firm represented the Official Committee of Unsecured Creditors. The Debtors' Fourth Amended Plan was confirmed by the Bankruptcy Court on November 8, 2007, and affirmed by the District Court on November 14, 2007. Federal-Mogul emerged from Chapter 11 on December 27, 2007. (Federal-Mogul Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported by the TCR on June 5, 2009, Standard & Poor's Ratings Services said it has lowered its corporate credit rating on Federal-Mogul Corp. to 'B+' from 'BB-'. S&P also lowered the ratings on the company's senior secured debt; the recovery ratings are unchanged. The outlook is negative. "The ratings reflect Federal-Mogul's weak business risk profile as a major participant in the highly competitive global auto industry, and its aggressive financial risk profile," S&P said. FIRSTGOLD CORP: Files for Chapter 11 Protection in Reno, Nevada --------------------------------------------------------------- Firstgold Corp. has filed for Chapter 11 protection under the United States Bankruptcy Code. In a filing on January 27 in Reno, Nevada Firstgold listed assets of $17,957,805 and Liabilities of $26,981,427 and outstanding shares of 196,770,012. While in the Chapter 11 proceeding current management will continue to operate Firstgold as debtor-in-possession. "Filing for Chapter 11 protection will, we hope, give Firstgold the time we need to bring a successful restructuring proposal to our creditors and shareholders. A plan we think will ultimately, see us put our Relief Canyon mine back into production, and one that will include providing value to our shareholders," comments Terry Lynch, Firstgold CEO. "The termination of the Northwest deal on December 21, 2009 meant we had a very short period of time to find a new investment group or buyer for our company. Chapter 11 will extend this time and protect the company while we seek a comprehensive solution that might be able to be executed under the particular remedies available within the Chapter 11 environment," Mr. Lynch commented. With the Chapter 11 filing Firstgold also announced that Bob Heimler has resigned as a director of the company. "Bob Heimler was and is a friend of Firstgold; he invested his own money and time when many were afraid. Companies need more Directors like Bob Heimler and we are the worse for his departure. Bob feels, understandably, that in the current environment of Chapter 11 that there is little he can do to be a positive force for our shareholders and regrettably has decided to take this time to resign. We thank Bob for his service and dedication on the behalf of the Company," commented Mr. Lynch. Firstgold Corp. (TSX: FGD) (OTCBB: FGOC) -- http://www.firstgoldcorp.com/-- has spent $16 million over the last 24 months developing a processing facility at Relief Canyon, located outside Lovelock, Nevada, on the site of the previously producing Pegasus Gold Mine. FIRSTGOLD CORP: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Firstgold Corp. P.O. Box 6 Lovelock, NV 89419 Bankruptcy Case No.: 10-50215 Type of Business: Chapter 11 Petition Date: January 27, 2010 Court: United States Bankruptcy Court District of Nevada (Reno) Judge: Gregg W. Zive Debtor's Counsel: Stephen R. Harris, Esq. Belding, Harris & Petroni, Ltd 417 W Plumb Ln Reno, NV 89509 Tel: (775) 786-7600 Fax: (775) 786-7764 Email: steve@renolaw.biz Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 According to the schedules, the Company has assets of $17,957,805, and total debts of $26,981,427. The petition was signed by Terry Lynch, the company's president. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Iordan Tarachmanov Unsecured Loans $878,667 6 Hristo Maximov Str. 1111 Sofia Bulgaria Sierra Geosynthetic Goods/Services $657,183 Service PO Box 1248 Kent, WA 98032-1248 Baystreet Capital Unsecured Loans $575,000 Management Todd Gauer 2 Woodgreen Place Toronto, ON MFM 2J2 Canada Terrence Lynch Unsecured Loans $395,000 228 Balsam Dr. Oakville, ON L6J 3X5 Canada Stephen Akerfeldt Unsecured Loans $221,014 Cashman Cat Goods/Services $199,823 Park Avenue Consulting Goods/Services $159,000 Group Wes Construction Co., Goods/Services $154,473 Inc. Samuel Stern Unsecured Loans $154,000 Cedar Pince Construction Goods/Services $144,294 Placer Electric Inc. Goods/Services $120,519 Trapeze Capital Corp. Unsecured Loans $206,800 Dyer Engineering Goods/Services $107,612 Greg Mackenzie Unsecured Loans $104,000 Haywood Securities Bob Heimler Goods/Services $100,581 Anthem Goods/Services $100,178 Pershing County Treasurer Goods/Services $99,867 Duncan Linn & Wade Goods/Services $98,335 Palmer Professional Center Goods/Services $96,255 West Coast Netting Goods/Services $93,300 FONTAINEBLEAU LAS VEGAS: Court Approves Icahn's $150-Mil. Bid ------------------------------------------------------------- Law360 reports that a company controlled by billionaire investor Carl Icahn has won a judge's approval to purchase the partially built Fontainebleau Las Vegas casino resort development from its bankrupt owner for $150 million, which includes $50 million in debtor-in-possession financing already extended in the case. The Miami Herald says the price amounts to about 8 cents for every dollar Aventura developer Jeffrey Soffer and his investors put into the project. The Herald notes $2 billion has already been spent on the unfinished casino tower. As reported by the TCR on January 27, Carl Icahn's Icahn Enterprises LP emerged as the only qualified bidder for Fontainebleau Las Vegas after two competing bids were deemed unqualified. Jeffrey R. Truitt, the appointed Chapter 11 Examiner in the Debtors' Chapter 11 cases, said he received two competing bids on the January 15 bid deadline. However, for various reasons, including that neither of the Submissions were accompanied by either the requisite deposit or satisfactory evidence of the financial ability to close a sale transaction, the examiner has determined that the submissions are not qualified bids. San Francisco real estate developer Luke Brugnara had told the Las Vegas Review-Journal in an e-mail he has submitted a $170 million "all cash" offer with the U.S. Bankruptcy Court in Miami for the Fontainebleau project. Review-Journal relates Mr. Brugnara said he would pay up to $200 million for the Fontainebleau project, and that he is backed financially by a New York City hedge fund. Penn National Gaming Inc. in November initially offered $101.5 million for the project -- $50 million in cash and $51.5 million in DIP financing. Penn National raised its offer to $145 million, but was topped by Carl Icahn. Penn National eventually pulled out of the bidding process. "Penn came to the conclusion there is not a lot of value to moving forward in the process," The Wall Street Journal quoted Penn Spokesman Joe Jaffoni as saying. Craig Road Development Corporation, in a letter dated December 2, 2009, likewise informed the Court of its interest to acquire 100% of the "Tier A" casino hotel and resort from Fontainebleau. An entity formed by CRDC and certain investors -- Heroes Property Group, LLC -- will pay $350,000,000 for 100% of the Project's equity, payable in cash at closing. The letter, however, indicated the Sellers would be responsible for retiring any funded and interest bearing debt, including capital leases, of the Project. The Project's stock purchased by Heroes Property Group will be free and clear of all liens and encumbrances. In a letter sent to CRDC on December 4, 2009, Judge Cristol asked CRDC to coordinate with the Debtors and the Chapter 11 Examiner if it wishes to participate in the January 21, 2010 Auction. According to the Journal, no matter who emerges as the winner, backers of developer Jeffrey Soffer stand to reap a very small portion of the $2 billion they've already sunk into the Project. About Fontainebleau Las Vegas Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is constructing a luxury resort, Fontainebleu Las Vegas, on the northern end of the Las Vegas Strip. Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas, LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No. 09-21481). Judge A. Jay Cristol presides over the Debtors' cases. Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, represents the Debtors in their restructuring efforts. The Debtors' Financial Advisor are Moelis & Company LLC and Citadel Derivatives Group LLC. The Debtors' Special Litigation Counsel is David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC. The Debtors' Claims Agent is Kurtzman Carson Consulting LLC. Attorneys at Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP, represent the Official Committee of Unsecured Creditors. As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than $1 billion in debt and a similar amount in assets, while each of Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas Holdings, LLC, listed less than $50,000 in assets and more than $1 billion in debts. Bankruptcy Creditors' Service, Inc., publishes Fontainebleau Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Fontainebleau Las Vegas Holdings, LLC, and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FORD MOTOR: Reports $2.7 Billion Full Year 2009 Net Income ---------------------------------------------------------- Ford Motor Company reported a full year 2009 pre-tax operating profit, excluding special items, of $454 million, a $7.3 billion improvement over a year ago. The company said it now expects to be profitable for full year 2010 on a pre-tax basis excluding special items, for North America, total Automotive and total company, with positive Automotive operating-related cash flow. Ford posted full year net income of $2.7 billion, or 86 cents per share, driven in part by favorable net pricing, structural cost reductions, net gains on debt reduction actions and strong Ford Credit results. This marks the company's first full year of positive net income since 2005 and a $17.5 billion improvement over 2008. "While we still face significant business environment challenges ahead, 2009 was a pivotal year for Ford and the strongest proof yet that our One Ford plan is working and that we are forging a path toward profitable growth by working together as one team, leveraging our global scale," said Ford President and CEO Alan Mulally. "In every part of the world, we are providing customers with great products, building a stronger business and contributing to a better world. Our progress has helped us gain market share in most of our major markets." Net income for the fourth quarter was $868 million, or 25 cents per share, a $6.8 billion improvement over a year ago. Excluding special items, Ford posted pre-tax operating profits totaling $1.8 billion during the fourth quarter, a $5.5 billion improvement from a year ago. On an after-tax basis, excluding special items, Ford posted an operating profit of $1.6 billion in the fourth quarter, or 43 cents per share, compared with a loss of $3.3 billion, or $1.40 per share, a year ago. Ford North America operations posted a pre-tax operating profit in the fourth quarter, excluding special items, of $707 million, its second straight profitable quarter. Ford South America, Ford Europe and Ford Asia Pacific Africa also posted pre-tax operating profits in the fourth quarter. As a result of Ford's 2009 U.S. financial performance, the company will pay profit sharing to 43,000 eligible U.S. hourly employees consistent with the 2007 UAW-Ford Collective Bargaining Agreement. The average amount is expected to be approximately $450 per eligible employee. As previously announced, Ford is not awarding salaried employee performance bonuses globally under the company's bonus plan for 2009 company performance. However, the company did announce that U.S. salaried employees will receive merit increases in 2010, and the company's 401(k) matching program was reinstated on Jan. 1, 2010. Ford's fourth quarter revenue was $35.4 billion, up $6.4 billion from a year ago. Revenue for the full year was $118.3 billion, a decline of $19.8 billion versus a year ago. Ford reduced its Automotive structural costs by $500 million in the fourth quarter. In 2009, Ford achieved $5.1 billion in Automotive structural cost reductions, exceeding its full year target of about $4 billion, largely driven by lower manufacturing and engineering costs, including personnel reduction actions and progress on implementing its common global platforms and product development processes. Ford finished 2009 with $25.5 billion in Automotive gross cash, compared with $23.8 billion at the end of the third quarter of 2009. Automotive operating-related cash flow was $3.1 billion positive during the fourth quarter. For the full year, Automotive operating-related cash flow was $300 million negative; an improvement of $19.2 billion from year-ago levels. Ford continued its balance sheet strengthening actions during the fourth quarter. The company issued $2.9 billion in a convertible debt offering and also reached an agreement with its revolving lenders to extend the maturities of $7.9 billion of debt commitments to 2013 from 2011. "We delivered very encouraging results in the fourth quarter and for full year 2009 despite severe economic headwinds, although our transformation remains a work in progress," said Lewis Booth, Ford executive vice president and chief financial officer. "We are committed to staying absolutely focused on executing our plan to deliver profitable growth." Ford Credit For the fourth quarter, Ford Credit reported a pre-tax operating profit of $696 million, compared with a loss of $372 million a year ago. The increase reflected primarily lower residual losses due to higher auction values and lower provisions for credit losses, offset partially by lower volumes. 2010 Outlook Despite the severe global downturn, Ford said it continues to make progress on all four pillars of its plan: -- Aggressively restructure to operate profitably at the current demand and changing model mix -- Accelerate the development of new products that customers want and value -- Finance the plan and improve the balance sheet -- Work together effectively as one team, leveraging Ford's global assets Ford says that it plans to be profitable for full year 2010 on a pre-tax basis excluding special items, for North America, total Automotive and total company, with positive Automotive operating- related cash flow, based on its assumptions. Although positive, full year Automotive operating-related cash flow is expected to be less than the run rate implied by the strong second half 2009 cash flow. Recent performance was heavily influenced by seasonal factors, including normal year-end inventory reductions, and significant non-recurring factors such as tax refunds and higher production to rebuild depleted dealer stocks. Capital spending is expected to be in the range of $4.5 billion to $5 billion, as Ford continues to focus on its product plan. This planning assumption excludes Volvo and joint ventures that will be deconsolidated with the adoption of the new accounting standard effective Jan. 1, 2010, related to the consolidation of variable interest entities. On a comparable basis, 2010 capital spending is up about $1 billion from 2009. The company has completed major cost reduction actions over the past four years to substantially restructure its business, including personnel levels, facilities and related costs, and the settlement of the UAW retiree health care VEBA agreement. Ford expects Automotive structural costs to be somewhat higher compared with 2009 as it increases production to meet demand. Ford expects U.S. full year industry sales will be in the range of 11.5 to 12.5 million units, including medium and heavy trucks. For the 19 markets Ford tracks in Europe, the company expects full year industry sales will be in the range of 13.5 to 14.5 million units, including medium and heavy trucks. The company said it expects its full year U.S. total market share and its share of the U.S. retail market to be equal or improved compared with 2009. Europe market share is expected to be about equal to 2009. Ford Credit expects to be profitable in 2010, but lower than 2009 based on lower average receivables and the non-recurrence of certain favorable 2009 factors. Ford's full year 2011 guidance remains unchanged. Based on its planning assumptions, the company remains on track to be solidly profitable on a pre-tax basis excluding special items, with positive Automotive operating-related cash flow. "We are more convinced than ever that Ford has the right plan to lead us through the near-term economic and external operating pressures and continue to deliver profitable growth," Mr. Mulally said. "The entire extended Ford team is absolutely committed to building on our progress and working together as a lean global enterprise focused on automotive leadership and delivering products with the best quality, fuel efficiency, safety, smart design and value around the world." A full-text copy of Ford's earnings release is available at no charge at http://ResearchArchives.com/t/s?4ef6 About Ford Motor Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles across six continents. With about 200,000 employees and about 90 plants worldwide, the company's automotive brands include Ford, Lincoln, Mercury and Volvo. The company provides financial services through Ford Motor Credit Company. At Sept. 30, 2009, the Company had US$203.106 billion in total assets against US$210.376 billion in total liabilities. On March 4, 2009, Ford deferred future interest payments on its 6.50% Junior Subordinated Convertible Debentures due January 15, 2032, beginning with the April 15, 2009 quarterly interest payment. As reported by the Troubled Company Reporter on Nov. 4, 2009, Moody's Investors Service upgraded the senior unsecured rating of Ford Motor Credit Company LLC to B3 from Caa1. This follows Moody's upgrade of Ford Motor Company's corporate family rating to B3 from Caa1, with a stable outlook. Ford Credit's long-term ratings remain on review for further possible upgrade. On Nov. 3, 2009, S&P raised the corporate credit ratings on Ford Motor Co. and Ford Motor Credit Co. LLC to 'B-' from 'CCC+'. Ford Motor Co. carries a long-term issuer default rating of 'CCC', with a positive outlook, from Fitch Ratings. FRANK LAWRENCE: Case Summary & 7 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Frank J. Lawrence P.O. Box 15398 Augusta, GA 30919 Bankruptcy Case No.: 10-10210 Chapter 11 Petition Date: January 27, 2010 Court: United States Bankruptcy Court Southern District of Georgia (Augusta) Debtor's Counsel: Scott J. Klosinski, Esq. #7 George C. Wilson Court Augusta, GA 30909 Tel: (706) 863-2255 Email: sjk@klosinski.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A full-text copy of Mr. Lawrence's petition, including a list of his 7 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/gasb10-10210.pdf The petition was signed by Mr. Lawrence. FRASER PAPERS: Proceeds With Sale of Specialty Papers Business --------------------------------------------------------------- Fraser Papers Inc. disclosed that following the extended deadline of January 26, 2010, it had received no additional offers to purchase the Company's specialty papers business under the court supervised sale process. As a result, Fraser Papers has terminated the Bid Process and will continue to work diligently to clear the remaining conditions and complete the firm purchase offer sponsored by the Company's secured creditors that was signed on December 22, 2009. The Bid Process was approved by the Ontario Superior Court on December 10, 2009, and by the U.S. Bankruptcy Court for the District of Delaware on January 5, 2010. Pursuant to the Bid Process, PricewaterhouseCoopers Inc., the court-appointed Monitor, actively marketed the Business contacting 133 potential acquirers and overseeing the due diligence process with a number of interested parties. While a number of parties expressed preliminary interest, none of them submitted letters of intent. PricewaterhouseCoopers Inc. is expected to issue a report next week providing more details on the results of the Bid Process. Under the terms of the Purchase Agreement, the unsecured creditors of Fraser Papers will receive 10-year promissory notes and a 49% common equity interest in the new company. Brookfield Asset Management Inc., a secured creditor, has agreed to convert its secured claim against the Company into a 51% common equity interest in Newco while the Government of New Brunswick has agreed to convert its $35 million secured loan plus accrued interest into equity in the form of preferred shares of the new company. Newco and the Company are currently negotiating a $50 million revolving credit facility with CIT Business Credit Canada Inc., which will provide Newco with operating liquidity. About Fraser Papers Fraser Papers -- http://www.fraserpapers.com/-- is an integrated specialty paper company that produces a broad range of specialty packaging and printing papers. The Company has operations in New Brunswick, Maine, New Hampshire and Quebec. On June 18, 2009, citing continued operating losses, weak markets for pulp and lumber, impending debt repayments and significant pension funding obligations, the Company and its subsidiaries filed for protection under the Companies Creditors Arrangement Act (Ont. Super. Ct. J. Ct. File No. CV-09-8241-00CL) in Toronto and Chapter 15 (Bankr. D. Del. Case No. 09-12123) of the U.S. Bankruptcy Code. Fraser is represented by Michael Barrack, Esq., Robert I. Thornton, Esq., and D.J. Miller, Esq., at ThorntonGroutFinnigan LLP, in Toronto, and Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Del. With adequate financing to support continuing operations, Fraser says it is developing a restructuring plan to present to its creditors -- hopefully by Oct. 16, 2009 -- with the objective of emerging with a sustainable and profitable specialty papers business. FRONTIER COMMUNICATIONS: Gets Approval for Verizon Transaction -------------------------------------------------------------- Frontier Communications Corporation disclosed that Verizon Northwest Inc. has received all local franchise approvals from authorities in Washington state and Oregon that are required to transfer control of local cable TV franchises from Verizon Communications to Frontier. In addition to several independent local authorities, three cable consortia unanimously approved the transfer: the Metropolitan Area Cable Commission (MACC); the Mount Hood Cable Regulatory Commission (MHCRC); and the Verizon/Frontier Transfer Consortium in Washington. Under the approvals, Frontier will be required to meet certain conditions for the transfers to become effective. The 41 approvals relate to the transaction between Frontier and Verizon Communications, announced May 13, 2009, that includes Verizon's local exchange businesses in 14 states, including parts of California, and certain customer relationships for long distance services, broadband Internet access and broadband video. The transaction is still subject to certain conditions, including approval by The Washington Utilities and Transportation Commission, The Public Utility Commission of Oregon, utility regulators in four other states and the Federal Communications Commission. Hearings have been completed in all states except Washington, which is scheduled to hold hearings. Frontier has already received approvals from the California Public Utilities Commission, the Public Utilities Commission of Nevada and the Public Service Commission of South Carolina. "We are very pleased to have obtained all required local transfer approvals in such a timely fashion," said Steven Crosby, Senior Vice President, Government and Regulatory Affairs for Frontier. "This is an important step towards providing great services, continued upgrade of broadband in many communities and delivering an excellent customer experience. Local leaders in Oregon and Washington have given a strong vote of confidence to Frontier's financial strength, network technology and customer-first approach, and we look forward to serving them." The local authorities in Washington state that approved the franchise transfers to Frontier are Bothell, Brier, Camas, Edmonds, Lynnwood, Marysville, Mill Creek, Mountlake Terrace, Mukilteo, Redmond, Shoreline, Snohomish County, Washougal, Woodinville, Woodway, Everett, Kenmore and Kirkland. In Oregon, the approving local authorities are Damascus, Dundee, McMinnville, Cornelius, Rivergrove, Durham, Wilsonville, Newberg, Beaverton, Gresham, Sherwood, Fairview, King City, Clackamas County, Forest Grove, Wood Village, Troutdale, Tigard, Washington County, Hillsboro, Happy Valley, Tualatin and Lake Oswego. About Frontier Communications Frontier Communications Corporation, headquartered in Stamford, Connecticut, is the fifth largest wireline telecommunications company in the U.S., serving more than 7 million access lines in primarily rural areas and small- and medium-sized cities. * * * Fitch Ratings has maintained Frontier's Issuer Default Rating at 'BB', on Positive Watch. Standard & Poor's Ratings Services also retained Frontier's corporate credit rating at 'BB/Stable/--' despite the upsizing of the Company's 8.125% senior notes due 2018 from $450 million to $600 million at the end of September 2009. GENERAL MOTORS: Reaches Binding Agreement with Spyker on Saab ------------------------------------------------------------- General Motors and Spyker Cars NV have reached a binding agreement on the purchase of Saab Automobile AB. "T[he] announcement is great news for Saab employees, dealers and suppliers, great news for millions of Saab customers and fans worldwide, and great news for GM," said John Smith, GM's vice president for corporate planning and alliances. "General Motors, Spyker Cars, and the Swedish government worked very hard and creatively for a deal that would secure a sustainable future for this unique and iconic brand, and we're all happy for the positive outcome." As part of the agreement, Spyker will form a new company, Saab Spyker Automobiles, which will "carry the Saab brand forward." The sale is subject to customary closing conditions, including receipt of applicable regulatory, governmental and Court approvals. The Company stated that other terms and conditions for the sale "will be disclosed in due time." The Swedish government is reviewing the transaction and the related request for guarantees of a Saab Automobile loan. The release concludes, "Assuming quick action, the transaction is expected to close in mid-February, and previously announced wind down activities at Saab will be immediately suspended, pending the close of the transaction." 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: Union Slams GM's "Viability Plan II" for Opel ------------------------------------------------------------- General Motors Co.'s latest draft of a restructuring plan for Adam Opel and British sister brand Vauxhall drew flak from German labor union IG Metall, which noted that the plan "offers no chance for a successful future to Opel/Vauxhall in Europe," Dow Jones Deutschland reported on January 20, 2010. Dubbed "Viability Plan VI," the Opel restructuring plan involves cutbacks that are "so deep that there won't be enough production capacity when sales rise in coming years," IG Metall said in a letter acquired by Dow Jones, adding that the plan "doesn't include concrete measures to increase revenue." Opel Joint Works council Chairman Klaus Franz called an Opel restructuring plan presented in December 2009 by GM "unacceptable" as it contemplated to cut 9,000 jobs, which he said was "economic nonsense." On January 19, Mr. Franz confirmed to The Wall Street Journal in an e-mailed statement that "there are no talks ongoing" over a restructuring plan that is expected to be completed by month-end. Mr. Klaus emphasized that unresolved issues remain, including the guarantees that workers would receive for agreeing to Opel's annual cost cuts of EUR265 million. An unnamed Opel spokesman, however, confirmed to the Journal that the pending issues are subject to discussions." GM has been negotiating with European countries with Opel or Vauxhall plants to acquire financial aid for Opel's EUR3.3 billion financing need, he said. U.K., for one, is "working closely with GM on . . . a potential funding package for Opel/Vauxhall," a spokeswoman for the U.K.'s Department for Business, Innovation and Skills, told the Journal, noting that fund commitments are hinged on "proposals that recognize the commercial logic of maintaining long-term production in the U.K." Similarly, U.K. Business Secretary Peter Mandelson stated that the U.K. government "is prepared to make a major investment" in Vauxhall may be in the works, if GM promises to secure its business in the U.K., the Journal added. In a letter to Opel workers, chief executive officer Nick Reilly implied that GM was not the root cause of Opel's financial woes. "I am not of the opinion that we can make GM responsible for all of our problems. That is only a poor excuse to avoid assuming responsibility for the difficult situation -- it's a victim mentality," Mr. Reilly wrote on January 15, 2010, according to Reuters. Mr. Reilly added a forecast that Western European car market would lose 1.5 million units in 2010, or a total level of approximately 12.1 million vehicles, according to Reuters. As widely expected, Mr. Reilly -- current president of GM Europe - - was appointed on January 15 to take over as Opel's chief executive. The management shake-up also included Mark James who was named Opel's new chief finance officer, while Hand Demant was appointed to be involved in matters relating to Opel's intellectual property rights in alliances and partnerships. GM Pulls the Plug on Antwerp Opel Plant As widely reported, GM has announced that its Opel plant in Antwerp, Belgium will cease operations in 2010, as part of GM's plan to cut production capacity. The closure -- which affects 2,606 employees or 5% of Opel/Vauxhall's workforce -- is part of GM's restructuring of its European operations, according to The Financial Times. "We have to take a plant out and, unfortunately, it is Antwerp," Mr. Reilly told the FT on January 22. The German Works Council called the planned closure a "one-sided and economically unreasonable approach," and accused GM of breaking an agreement to bring a small sports utility vehicle, which it will make in South Korea, to Antwerp. Belgian unions, on the other hand, insisted that "a buyer could still be found," according to the FT. 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: Provides Adam Opel with EUR650-Mil. Financing ------------------------------------------------------------- In a regulatory filing with the Securities and Exchange Commission dated January 15, 2010, GM Vice President, Controller and Chief Accounting Officer Nick S. Cyprus disclosed that on January 4, GM provided additional support of EUR650 million -- or approximately US$930 million -- to Adam Opel GmbH and its subsidiaries, in order to assist in the funding of the Opel/ Vauxhall business until more permanent financing sources can be obtained. "Specifically, GM is pre-paying the AOG Group for certain engineering services related to engineering development work that the AOG Group performs under an engineering services agreement with GM Global Technology Operations, Inc., a GM subsidiary. The expenses that were paid on January 4, 2010, by GTO to the AOG Group would normally be reimbursed in April and July 2010. Therefore, the payment accelerations serve as a temporary funding source for the AOG Group's operations until more permanent financing can be arranged," Mr. Cyprus noted. According to GM's viability plan for its European operations, the business in Europe, excluding Saab, requires total funding of EUR3.3 billion. AOG is engaged in ongoing discussions with various European governments to secure more permanent financing for the AOG Group, Mr. Cyprus added. In early November 2009, the GM Board decided to retain the Opel/ Vauxhall business. On November 24, 2009, GM provided EUR600 million (approximately $900 million) in longer-term financing to AOG. The funding was primarily used to repay the remaining outstanding amounts of the bridge loan financing that had been provided by the German government on June 1, 2009, as well as to fund on-going operating requirements of the Opel/ Vauxhall business which is held by AOG, Mr. Cyprus related. 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: Halts Hummer Assembly Pending Sale Nod ------------------------------------------------------ General Motors Co. is putting a stop to the assembly of Hummer vehicles at its plant in Shreveport, Louisiana, pending the completion of the sale of the brand to Chinese company Sichuan Tengzhong Heavy Industrial Machinery Corp, The Associated press reported on January 13, 2010. GM decided to halt the Hummer production, believing that dealers have enough inventory to keep up with the demand while the sale is undergoing the regulatory process, AP said, quoting Hummer spokesman Nick Richards, as saying. As earlier reported, a struggling sale, high prices of gasoline and a global economic downturn were among the primary reasons for GM's decision to sell Hummer to the Chinese company, AP said. The sales agreement allows the Shreveport plant to continue with the production of the H3 model and H3T pickup truck on a contract basis, until June 2011, with an option to extend for another year. The sale is expected to be consummated after the transaction is approved by U.S. and Chinese regulators early in 2010. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had 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) GLOBAL GEOPHYSICAL: Moody's Gives Stable Outlook; Keeps B3 Rating ----------------------------------------------------------------- Moody's changed Global Geophysical Services, Inc.'s outlook to positive from stable and affirmed its B3 Corporate Family Rating, B3 Probability of Default rating, the B2 rating of its first lien senior secured credit facilities ($30 million revolving credit facility and $120 million term loan) and the Caa2 rating of the company's $50 million second lien term loan. The move to a positive outlook is the result of the company's demonstrated track record of generating durable cash flows during the recent downturn in industry conditions and a reduction in adjusted debt of approximately 16% from December 31, 2008, through September 30, 2009. The positive outlook assumes that GGS will continue to generate durable cash flows from its operations throughout 2010 and that it will be able to fund its capital spending program, absent an IPO, without increasing debt as it grows its multi-client library. An upgrade to a B2 CFR would be considered if an IPO is executed as planned and significant leverage reduction on a net debt basis occurs and can reasonably be expected to be maintained on a forward looking basis. The LGD point estimate for the first lien senior secured credit facilities was changed to LGD3-34% from LGD3-37% and LGD point estimate for the second lien term loan was changed to LGD5-81% from LGD5-87%. The last rating action for Global Geophysical Services was on December 10, 2007 when Moody's affirmed the company's B3 CFR and PDR, assigned a B2 rating and LGD 3 (37%) to the company's new $150 million first lien senior secured credit facilities ($30 million revolving credit facility and $120 million term loan) and a Caa2 rating and LGD 5 (87%) to the company's $50 million second lien term loan. Global Geophysical Services, Inc., which is headquartered in Houston, Texas, provides an integrated suite of seismic data solutions to the global oil and gas industry. GMAC INC: S&P Raises Long-Term Counterparty Credit Rating to 'B' ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its long- term counterparty credit rating on both GMAC Inc. and Residential Capital LLC to 'B' from 'CCC'. The 'C' short-term ratings and the 'C' preferred securities ratings are affirmed. S&P is also affirming the recovery ratings on senior secured debt at Residential Capital LLC and raising the senior secured debt ratings. The outlook on both entities is stable. The ratings actions follow the U.S. Treasury's investment of an additional $3.8 billion in new securities of GMAC under the Supervisory Capital Assessment Program, along with other capital investment restructurings. The capital securities issued include $2.54 billion of trust preferred securities and $1.25 billion of mandatorily convertible securities. "This investment will satisfy all of the company's requirements under the SCAP," said Standard & Poor's credit analyst John K. Bartko. In addition, the U.S. Treasury will convert $5.25 billion of existing nonconvertible preferred investments into mandatorily convertible securities and subsequently convert a total of $3 billion of mandatorily convertible securities into GMAC common equity. In total, the U.S. Treasury now will own approximately 56% of GMAC. GMAC management also announced several other strategic moves to strengthen the asset quality of Ally Bank, and improve Residential Capital LLC's capital position. Specifically, GMAC will purchase $1.5 billion of reclassified, higher-risk mortgage assets from Ally Bank and contribute $1.3 billion of additional cash capital to the bank. These actions strengthen Ally Bank's capital position and asset quality. At Residential Capital LLC, capital will be replenished by $2.7 billion through a combination of mortgage loan contributions from Ally Bank, GMAC debt forgiveness, and cash. Although these moves will re-establish Residential Capital LLC's net worth to minimum required levels, S&P believes that GMAC will continue to search for strategic alternatives related to lowering its risk exposures to Residential Capital LLC. Although S&P views the capital raising and restructuring activities as positive, S&P continues to consider the company vulnerable to weak quarterly performance. The auto industry remains weak, and S&P thinks housing prices will continue to fall in many markets, pressuring the firm's mortgage business. Indeed, the company has indicated that it anticipated a loss of approximately $5 billion for the fourth quarter related to mortgage asset valuations, additional loan and tax valuation allowances, original issue discount amortization, and charges related to discontinued operations. This sizable loss continues the company's efforts to de-risk its mortgage operations. At this point, although quarterly losses at Residential Capital LLC are possible, much of the loss content has been removed. Furthermore, although S&P does not consider GMAC to be highly systemically important, S&P is factoring in the substantial investment the U.S. government has made to date and the government's ownership of $11.4 billion in mandatory convertible preferred securities. This sizable investment could support capital levels if future losses are threatening. S&P is affirming its 'C' rating on the preferred stock because, under its criteria, S&P believes this obligation to be highly vulnerable to nonpayment. Finally, GMAC has $8 billion of unsecured debt maturing this year. S&P expects GMAC to be able to fund these maturities with cash generated by various loan portfolio runoffs, access to the secured and unsecured markets, and, if need be, cash from its balance sheet. The stable outlooks consider the possibility of future moderate quarterly losses, generated primarily from the mortgage business line. S&P is also considering the commitment made to-date by the government and its interest in seeing its investment protected by a viable, profitable company, although S&P does not consider GMAC highly systemically important. S&P could revise its outlook to negative if quarterly losses exceed its expectations. Conversely, S&P could revise the outlook to positive if the company generates core earnings supported by favorable economic and operating environments. S&P will continue to monitor developments as they unfold. GRAHAM PACKAGING: Estimates $460-Mil. Adjusted EBITDA for 2009 -------------------------------------------------------------- Graham Packaging Holdings Company disclosed preliminary unaudited financial information for the year ended December 31, 2009. GPC currently estimates that its Adjusted EBITDA for the year ended December 31, 2009, was approximately $460 million, based on estimates for operating income of approximately $227 million, plus depreciation and amortization of approximately $159 million, asset impairment charges of approximately $41 million, monitoring fees of approximately $5 million, other non-cash charges of approximately $6 million, gain on debt extinguishment of $9 million and reorganization and other costs of $13 million. Adjusted EBITDA is defined as earnings or loss from continuing operations before interest expense, net; income tax provision; depreciation and amortization expense; asset impairment charges; the $5.0 million per year fee paid pursuant to the Fifth Amended and Restated Limited Partnership Agreement of Graham Packaging Holdings Company, dated as of February 2, 1998, and the Amended and Restated Monitoring Agreement, dated as of September 30, 2004, among the Company, Graham Packaging Company, L.P., Blackstone Management Partners III L.L.C. and Graham Alternative Investment Partners I; other non-cash charges; gain on debt extinguishment; and certain non-recurring charges. The Company and GPC believe that the presentation of Adjusted EBITDA provides investors with a useful analytical indicator of performance. Additionally, the Company and GPC use Adjusted EBITDA as one of several measures in determining incentive compensation. Adjusted EBITDA is not intended to represent cash flow from operations as defined by generally accepted accounting principles and should not be used as an alternative to net income as an indicator of operating performance or to cash flow as a measure of liquidity. Because not all companies use identical calculations, these presentations of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. This preliminary unaudited financial information for the year ended December 31, 2009 is derived from GPC's preliminary internal financial reports and is subject to revision based on the completion of GPC's year-end accounting and financial reporting processes necessary to finalize its financial statements as of and for the year ended December 31, 2009. The Company and GPC cannot offer any assurance that, upon completion of the audit of GPC's financial statements as of and for the year ended December 31, 2009, the Company and GPC will not report results materially different than those set forth above. About Graham Packaging Headquartered in York, Pennsylvania, Graham Packaging Holdings Company, -- http://www.grahampackaging.com/-- the parent company of Graham Packaging Company, L.P., is engaged in the design, manufacture and sale of customized blow molded plastic containers for the branded food and beverage, household, automotive lubricants and personal care/specialty product categories. As of the end of June 2008, the company operated 83 manufacturing facilities throughout North America, Europe and South America. Graham Packaging's consolidated balance sheets at September 30, 2009, showed $2.067 billion in total assets and $2.937 billion in total liabilities, resulting in a $869.6 million partners' deficit. HAWKER BEECHCRAFT: Inks Separation Deal with SVP Bradley Hatt ------------------------------------------------------------- Hawker Beechcraft Corporation, the principal operating subsidiary of Hawker Beechcraft Acquisition Company, LLC, and Hawker Beechcraft Inc., the Company's parent company, on January 20, 2010, entered into a Separation of Employment Agreement and General Release with Bradley Hatt, who will resign as Senior Vice President -- Sales of Hawker Beechcraft Corporation on February 8, 2010. The Separation of Employment Agreement provides that, subject to a release of claims against the Company, HBI and their affiliates becoming irrevocable, Mr. Hatt will receive his pro-rated annual target cash compensation level and certain welfare benefits for a period of 9 months following the Exit Date. In addition, the Company has waived the non-competition covenant Mr. Hatt entered into in connection with his stock option grants, but Mr. Hatt is still subject to standard confidentiality, cooperation and non- disparagement covenants. Hawker Beechcraft Acquisition Company, LLC, headquartered in Wichita, Kansas, is a leading manufacturer of business jets, turboprops and piston aircraft for corporations, governments and individuals worldwide. * * * As reported by the Troubled Company Reporter on Nov. 20, 2009, Moody's affirmed Hawker Beechcraft Acquisition Company's Caa2 Corporate Family and Probability of Default ratings but lowered the rating on the company's senior secured bank obligations to Caa1 from B3 following announcement of plans to expand the size of its secured term loan. At the same time, ratings on Hawker Beechcraft's senior unsecured cash-pay and PIK election notes (Caa3) and subordinated notes (Ca) were affirmed. The company's Speculative Grade Liquidity rating was changed to SGL-4, designating weak liquidity, but is expected to improve once final amounts sourced from an incremental term loan are known. The outlook was revised to negative. The actions follow several developments: an amendment to the company's revolving credit facility reducing the size of the commitment and revising financial covenants, a proposed increase of $200 million to an existing $1,271 million term loan, disclosure of some $0.7 billion of non-cash impairment and other charges during the company's third quarter. On Nov. 19, 2009, the TCR stated that Standard & Poor's assigned its 'CCC+' issue-level rating to Hawker Beechcraft Acquisition Co. LLC's proposed $200 million incremental term loan, the same as the corporate credit rating on parent Hawker Beechcraft Inc., and a '4' recovery rating, which indicates S&P's expectation of average (30%-50%) recovery in a payment default scenario. In addition, S&P affirmed its 'CCC+' corporate credit rating on Wichita, Kansas-based Hawker Beechcraft. The company has about $2.15 billion of debt. S&P also lowered its issue-level rating on HBAC's existing senior secured credit facilities to 'CCC+' from 'B-', the same as the corporate credit rating on Hawker Beechcraft. S&P lowered the recovery rating on this debt to '4' from '2', indicating its expectation of average (30%-50%) recovery in a payment default scenario. At the same time, S&P affirmed its 'CCC-' issue-level rating on HBAC's senior unsecured and subordinated notes, two notches below the corporate credit rating on Hawker Beechcraft. The recovery rating on the senior unsecured and subordinated debt remains at '6', indicating S&P's expectation of negligible (0%- 10%) recovery in a payment default scenario. The outlook is negative. S&P could lower the ratings if the market for business jets deteriorates further, leading to reduced earnings, cash generation, and liquidity, resulting in cash on hand and revolver availability falling below $200 million. HEALTHTRONICS INC: S&P Withdraws 'BB-' Corporate Credit Rating -------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its rating on Austin, Texas-based HealthTronics Inc., including the 'BB-' corporate credit rating, at the company's request. The company recently entered into a new unrated credit agreement that extended the maturity on its $60 million revolving credit facility to Dec. 31, 2012. HealthTronics' vulnerable business risk profile reflects its narrow business focus, mature lithotripsy operations, vulnerability to third-party reimbursement, and significant minority interest payments. The company's market leadership in the lithotripsy medical segment, its efforts to leverage its physician partner base to expand its product portfolio, and its capacity to leverage its balance sheet do not outweigh these risks, in S&P's view. Ratings List Withdrawn HealthTronics To From -- ---- Corporate Credit Rating NR BB-/Stable/-- Secured NR BB Recovery Rating NR 2 NR -- Not rated. HELMSLEY SPEAR: Ceases Operations; Payroll Remains Unpaid --------------------------------------------------------- Dana Rubinstein at The New York Observer reports Kent Swig is shutting down the Helmsley Spear brokerage, according to a broker who attended last Friday's meeting at about 3:00 p.m., at which the announcement was made. New York Observer relates Steven Kerschenbaum, executive vice president of Swig Equities, Mr. Swig's property investment and management firm, made the announcement. The broker, according to New York Observer, said the support staff have not been paid in three weeks, and won't know when they will be paid. According to the report, brokers have through next week to clear out their offices. January 22 was the support staff's last day. The broker said there are about a dozen brokers at Helmsley Spear, and about 10 support staff, the report relates. New York Observer, citing a New York Post report, says Mr. Swig had been trying to sell Helsmsley Spear. In December, New York Observer also said Mr. Swig had repeatedly missed Friday payroll and that the staff was on edge. Kent Swig is the heir to the Fairmont hotel fortune and son-in-law to Harry Macklowe. Mr. Swig bought Helmsley Spear in 2007. New York Observer's source said Mr. Swig will retain the shell of Helmsley Spear as a property investment vehicle, but that the brokerage is officially no longer. "Kent lives in 740 Park Avenue and drives around in his chauffeured Lincoln Navigator SVU," the broker said, according to New York Observer. "This is a commentary on the hubris of a trust fund baby." According to New York Observer, Y. David Scharf, Esq., a partner at Morrison Cohen and Mr. Swig's attorney, sent the following statement: "In order to focus its attention on principal investment opportunities in the marketplace, Helmsley Spear is suspending its third party commercial brokerage operations. The Firm will continue to operate its property management department. Helmsley Spear looks forward to announcing several new investment acquisitions over the next 30 to 60 days." HEXION SPECIALTY: Extends Maturity of Term Loans to 2015 -------------------------------------------------------- Hexion Specialty Chemicals Inc. entered into an amendment agreement to its second amended and restated credit agreement dated as of November 3, 2006 to, among other things: * subject to the requirement to make such offers on a pro rata basis to all lenders, allow the Registrant to agree with individual lenders to extend the maturity of their term loans or revolving commitments, and for the Registrant to pay increased interest rates or otherwise modify the terms of their loans or revolving commitments in connection with such an extension * extend the maturity of term loans held by accepting lenders to May 5, 2015 and increase the interest rate with respect to such term loans * allow for the issuance of $1,000,000,000 aggregate principal amount of senior secured notes due 2018 * allow for one or more future issuances of additional senior notes or loans, which may include, in each case, indebtedness secured on a pari passu basis with the obligations under the senior secured credit facilities, so long as, in each case, among other things, an agreed amount of the net cash proceeds from any such issuance are used to prepay term loans and revolving loans under the senior secured credit facilities at par * reset the amount available under incremental credit facilities to $200 million * allow for one or more future issuances of additional indebtedness, which may include indebtedness secured on a junior basis with the obligations under the senior secured credit facilities or unsecured indebtedness, in an amount not to exceed the amount available under incremental credit facilities * allow for certain types of receivables financing, and * amend certain of the existing covenants therein. In addition, lenders under the Registrant's senior secured credit facilities have agreed to extend the maturity of approximately $943 million aggregate principal amount of their term loans. About Hexion Specialty Chemicals Based in Columbus, Ohio, Hexion Specialty Chemicals -- http://www.hexion.com/-- serves the global wood and industrial markets through a broad range of thermoset technologies, specialty products and technical support for customers in a diverse range of applications and industries. Hexion Specialty Chemicals is controlled by an affiliate of Apollo Management, L.P. At September 30, 2009, the Company had total assets of $3.020 billion against total liabilities of $5.080 billion. At September 30, 2009, the Company had accumulated deficit of $2.344 billion, shareholder's deficit attributable to Hexion Specialty of $2.075 billion, noncontrolling interest of $15 million, and total deficit of $2.060 billion. * * * Moody's Investors Service changed the outlook on Hexion Specialty Chemicals, Inc. (B3 Corporate Family Rating) to stable from negative due to the successful refinancing and extension of its term loan debt with $1 billion of 8.875% 1.5 lien notes due 2018. Proceeds were used to repay roughly $800 million in first lien term loan debt. In addition, Hexion received approval from its first lien debt holders to extend roughly $900 million of the remaining term loan for two years. HUDSON PRODUCTS: Moody's Assigns 'B2' Rating on $250 Mil. Notes --------------------------------------------------------------- Moody's Investors Service has assigned a B2 rating to Hudson Products Holdings, Inc.'s proposed $250 million senior secured second lien notes due 2016. Proceeds from the notes offering are expected to repay the existing senior term loan B, redeem a portion of its existing mezzanine notes and pay offering related fees. In addition, Moody's has affirmed all other ratings, including the corporate family rating at B3. The outlook remains negative. In Moody's view, Hudson's ability to maintain its B3 CFR is dependent, in part, on its ability to execute all aspects of its planned debt restructuring. The debt restructuring includes proposed amendments to the revolving credit facility and mezzanine notes that are expected to improve Hudson's liquidity profile by increasing the revolver size, meaningfully relaxing financial covenant compliance requirements and potentially reducing cash interest payments. This added financial flexibility is expected to aid Hudson in its efforts to successfully navigate a potentially challenging 2010 given its exposure to highly cyclical end-markets and a leverage profile that is expected to exceed the normal tolerance level for a B3 issuer. The rating could be downgraded if Hudson fails to show solid earnings improvement throughout the second half of 2010, is unable to execute its debt restructuring (including both the notes issuance and the two amendments), maintain flexibility in its liquidity profile and/or demonstrate solid cash interest coverage. The proposed mezzanine amendment is expected to provide Hudson with the right to elect to pay its original cash interest requirement in kind by adding it to the outstanding principal amount. The original terms of the agreement required a cash interest payment, quarterly in arrears, at a 10% cash interest obligation (plus 3.5% PIK). In addition, the amendment is expected to provide a two-year financial maintenance covenant holiday for Hudson. The revolving credit facility is expected to be amended and restated to increase the revolver to $40 million from $30 million, add additional lenders, extend the maturity to January 2014 from August 2013 and loosen financial covenant restrictions. Further, Moody's stated that it will likely view Hudson's decision to pay any amount of its original cash interest obligation on the mezzanine notes (unrated) in-kind as an interest payment default. If Hudson fails to pay its interest in accordance with the original terms, Moody's would likely assign a limited default designation to the probability of default rating (for 3 days) at the end of the 5-day grace period allowable in the original mezzanine notes agreement. Moody's definition of default captures all missed or delayed interest or principal payments, even if an amendment has been successfully executed. This rating was assigned: * B2 (LGD3, 39%) to the proposed $250 senior secured second lien note due 2016 These ratings were affirmed: * Corporate Family Rating at B3; * Probability-of-default rating at B3; * The $30 million first lien revolving credit facility at B1 (LGD3, 31%); and * The $220 million first lien term loan B at B1 (LGD3, 31%). Upon completion of the refinancing, Moody's will withdraw the B1 ratings on the existing revolver and term loan. The last rating action was on October 2, 2009, when the CFR was downgraded to B3 from B1. Hudson, headquartered in Sugar Land, TX, is one of the world's leading heat transfer solutions companies providing air-cooled heat exchangers, axial-flow fans and related aftermarket hardware and support to the refinery, petrochemical, natural gas and power generation end-markets. HUDSON PRODUCTS: S&P Affirms 'B-' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B-' corporate credit rating on Hudson Products Holdings, Inc., and assigned a 'B-' issue-level rating to the company's proposed $250 million senior secured notes due 2016 (the same as the corporate credit rating). S&P assigned a '4' recovery rating to this debt, indicating expectations of meaningful (50% to 70%) recovery in the event of a payment default. The outlook remains negative. The company plans to use the proceeds from the notes offering to refinance its term loan and a portion of its senior unsecured notes while alleviating some of the covenant concerns it currently faces. "The ratings on Hudson reflects high debt leverage, weak interest coverage, exposure to cyclical end markets, and a limited but improving scale of operations," said Standard & Poor's credit analyst Kenneth Cox. The rating also reflects Hudson's leading market share and its low maintenance capital spending requirements. S&P considers Hudson's business risk profile to be vulnerable. Although it maintains a leading market position as a manufacturer of axial-flow fans and air-cooled heat exchangers, its markets are somewhat focused. More than 70% of its sales come from the volatile refining and petrochemical industries. Hudson's reliance on these industries (particularly for its ACHE business), leaves the company exposed to cyclical demand fluctuations. Also, given its small scale and focused product lines, Hudson remains exposed to competition from lower-cost manufacturing regions over the longer term if others decide to enter the industry. Hudson's financial risk profile is highly leveraged. As of Sept. 30, 2009, the company had $350.1 million in long-term debt, including operating lease adjustments. Pro forma for the notes offering, adjusted long-term debt as of Sept. 30, 2009, is $364.7 million. Pro forma Sept. 30, 2009, adjusted debt to trailing-12-months EBITDA is 6.5x, with an adjusted debt to annualized EBITDA ratio at Sept. 30, 2009 of 6.4x. However, S&P expects existing soft industry conditions to continue to adversely affect EBITDA, which would cause Hudson's leverage to worsen in 2010. S&P expects Hudson's end markets to remain weak in the near term, which will result in continued poor financial performance. Although this transaction eases concerns of potential covenant violations and improves total liquidity, leverage and interest coverage will remain problematic. S&P could take negative rating actions if liquidity declines significantly or if debt to EBITDA significantly exceeds 10x or if cash interest coverage declines to below 1x. Currently, S&P believes a revision of the outlook to stable is unlikely. IMPERIAL INDUSTRIES: Delisted From NASDAQ Capital Market -------------------------------------------------------- Imperial Industries, Inc., on January 25, 2010, received a Letter from the NASDAQ Office of General Counsel, Hearings Department, that the Company's shares would be suspended from trading on the NASDAQ Capital Market effective at the open of business on Wednesday, January 27, 2010, and that thereafter NASDAQ will file a Form 25 Notification of Delisting with the Securities and Exchange Commission. The Company had received a Staff Determination Letter from NASDAQ on December 23, 2009, rejecting the Company's proposed plan to resolve its failure to comply with the minimum stockholders' equity requirement of $2,500,000 as set forth in the NASDAQ Listing Rule 5550(b) as of September 30, 2009. Pursuant to applicable NASDAQ rules, the Company requested and was granted, a hearing from a NASDAQ Listing Qualification Panel on January 28, 2010, to request the continued listing of its common stock on the NASDAQ Capital Market, which stayed the delisting of its common stock. Also, the Company would have been able to present its views to the NASDAQ Listing Qualifications Panel at this hearing with respect to its additional deficiency of not holding an annual shareholders' meeting in 2009. On January 25, 2010, the Company determined to withdraw its appeal as it has become apparent it would not be able to provide a plan to the NASDAQ hearings panel suitable to meet the minimum requirements for the continued listing of its shares. The Company has begun the process to have its shares of common stock quoted on the Over the Counter Bulletin Board following cessation of listing on the NASDAQ Capital Market. However, there can be no assurance when such shares will be eligible for obtaining quotes on the Over the Counter Bulletin Board, or if at all. Pompano Beach, Florida-based Imperial Industries, Inc. (Nasdaq CM: "IPII") -- http://www.imperialindustries.com/-- a building products company, sells products primarily in the state of Florida and to a certain extent the rest of the Southeastern United States with facilities in the State of Florida. The Company is engaged in the manufacturing and distribution of stucco, plaster and roofing products to building materials dealers, contractors and others through its subsidiary, Premix-Marbletite Manufacturing Co. INVESTMENT REALTY: Massachusetts Want Firm to Cease & Desist ------------------------------------------------------------ Boston Business Journal reports that the Secretary of the Commonwealth's Office sued Thomas Belekewicz and Merope Dayos for operating an illegal investment and lending firm Investment Realty Funding Inc. from 2001 to 2009. The firm sold $9.4 million in unregistered securities to local investors. According to the agency, Mr. Belekewicz collected $1.1 million in payments from IRF. The state is seeking a cease and desist order against IRF and its former managers and also is seeking compensation to cover investors' losses. Based Mashpee, Massachusetts, Investment Realty Funding Inc. filed for Chapter 11 protection on March 19, 2009 (Bankr. D. Mass. Case No. 09-12279). Alex M. Rodolakis, Esq., at Gilman, McLaughlin & Hanrahan LLP, represents the Debtor. In its petition, the Debtor has $7,500,000 in total assets, and $9,000,000.00 in total debts. INVITEL HOLDINGS: Intends to Delist From NYSE Amex --------------------------------------------------- Invitel Holdings A/S intends to delist its American Depositary Shares from the NYSE Amex stock exchange. Following the delisting of its ADSs from the NYSE Amex, which is expected to be completed on February 18, 2010, Invitel Holdings will take the necessary steps to deregister from the U.S. Securities and Exchange Commission and to cease reporting under the Securities Exchange Act of 1934, as amended. To complete the delisting, Invitel Holdings has provided written notice today to the NYSE Amex of its intent to delist. Invitel Holdings intends to file a Form 25 "Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934" with the SEC and NYSE Amex on or about February 8, 2010 and expects the filing to be effective on or about February 18, 2010. On or about February 18, 2010, Invitel Holdings expects the ADSs to be removed from the NYSE Amex. Invitel Holdings also intends to file a Form 15 "Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934" with the SEC on or about February 18, 2010 in order to deregister from the SEC. Upon the filing of the Form 15, the obligation of Invitel Holdings to file periodic reports with the SEC under the Exchange Act will be suspended immediately. The deregistration will be effective 90 days after the filing, unless the Form 15 is earlier withdrawn by Invitel Holdings or denied by the SEC. Invitel Holdings reserves the right to delay or withdraw the filings of the Forms 25 and 15 for any reason prior to their effectiveness. The decision by Invitel Holdings to seek a delisting of its ADSs from the NYSE Amex and a deregistration from the SEC is due to the completion by Mid Europa Partners Limited of its tender offer to purchase any and all of the outstanding ordinary shares of Invitel Holdings and any and all of the ADSs representing such ordinary shares. As a result of the tender offer, Mid Europa will own approximately 91.8% of the outstanding ordinary shares of Invitel Holdings (including Invitel ordinary shares represented by ADSs). Mid Europa intends to acquire the remaining Invitel Holdings ordinary shares (including Invitel ordinary shares represented by ADSs) in a compulsory acquisition procedure under Danish law. Invitel Holdings has not arranged for the listing and/or registration of its ADSs on another national securities exchange or for quotation of its ADSs in any other quotation medium following the delisting from the NYSE Amex because it anticipates that Mid Europa will be the sole owner of all of the equity securities of Invitel Holdings. About Invitel Holdings A/S Invitel Holdings A/S is the number one alternative and the second- largest fixed line telecommunications and broadband Internet Services Provider in the Republic of Hungary. In addition to delivering voice, data and Internet services in Hungary, it is also a leading player in the Central and Eastern European wholesale telecommunications market. * * * As reported by the Troubled Company Reporter-Europe on Dec. 28, 2009, Standard & Poor's Ratings Services said it raised to 'B' from 'CCC+' its long-term corporate credit ratings on Hungary- based fixed-line telecommunications operator Invitel Holdings A/S and related entities Magyar Telecom B.V. and HTCC Holdco I B.V., following the completion of a EUR345 million senior secured notes offering to refinance existing debt. The issue rating on the new EUR345 million 9.5% senior secured notes, due 2016 and issued by Magyar Telecom B.V., was also raised to 'B' from 'CCC+'. In addition, S&P raised the issue rating on Magyar Telecom B.V.'s EUR126 million floating-rate notes due 2013 and the issue rating on HTCC Holdco I B.V.'s EUR17 million junior subordinated payment- in-kind notes due 2013, to 'CCC+' from 'CCC-'. All corporate credit and issue ratings were removed from CreditWatch where they had been placed with positive implications on Dec. 7, 2009. The outlook on the corporate credit ratings is stable. IRVINE SENSORS: CEO John Carson Received $350,967 in FY2009 --------------------------------------------------------- John C. Carson, Chief Executive Officer and President of Irvine Sensors Corporation, received $350,967 in executive compensation for fiscal year 2009, which included $290,014 in salary and $29,000 in bonuses. In fiscal 2008, Mr. Carson's take home pay was $239,163, which included $280,779 in salary and $0 bonus. John J. Stuart, Jr., Chief Financial Officer, Senior Vice President, Secretary and Treasurer of the Company, took home $312,993 in fiscal 2009, which included $258,350 in salary and $25,000 in bonuses. In fiscal 2008, he received $188,343, which included $251,231 in salary. He received no bonus in 2008. Volkan Ozguz, the Company's Senior Vice President and Chief Technical Officer, received a take-home pay of $281,469, which included $244,442 in salary and $10,564 in bonuses. He received $314,429 in fiscal 2008, which included $248,352 in salary and $11,956 in bonuses. About Irvine Sensors Irvine Sensors Corporation -- http://www.irvine-sensors.com/-- headquartered in Costa Mesa, California, is a vision systems company engaged in the development and sale of miniaturized infrared and electro-optical cameras, image processors and stacked chip assemblies and sale of higher level systems incorporating such products and research and development related to high density electronics, miniaturized sensors, optical interconnection technology, high speed network security, image processing and low- power analog and mixed-signal integrated circuits for diverse systems applications. Optex Systems, Inc., a Texas corporation and a wholly owned subsidiary of Irvine Sensors, on September 21, 2009, filed a voluntary petition for relief under Chapter 7 of the United States Bankruptcy Code in the United States Bankruptcy Court in California. * * * Grant Thornton LLP in Irvine, California, in a letter dated January 9, 2009, pointed out that the Company incurred net losses of $21.6 million, $22.1 million, and $8.4 million for the years ended September 28, 2008, September 30, 2007, and October 1, 2006, respectively, and the Company has a working capital deficit of $16.1 million at September 28, 2008. "These factors, among others, raise substantial doubt about the company's ability to continue as a going concern." JAMES EDWARD FALL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Joint Debtors: James Edward Fall dba Harold Fall and Sons, A Partnership Harold Fall & Sons Plants & Produce Rose R. Fall 1961 South Holland Sylvania Rd. Maumee, OH 43537 Bankruptcy Case No.: 10-30375 Chapter 11 Petition Date: January 27, 2010 Court: United States Bankruptcy Court Northern District of Ohio (Toledo) Judge: Richard L. Speer Debtors' Counsel: Steven L. Diller, Esq. 124 E Main St Van Wert, OH 45891 Tel: (419) 238-5025 Email: dillerlaw@roadrunner.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $2,068,765 and total debts of $2,192,016. A full-text copy of the Debtors' petition, including a list of their 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ohnb10-30375.pdf The petition was signed by the Joint Debtors. JEANNE RIZZOTTO: Gets Conditional Approval for Chapter 11 Plan -------------------------------------------------------------- Kahrin Deines at Billings Gazette says a federal judge conditionally approved Jeanne Rizzotto's Chapter 11 plan of reorganization hat would allow a bankrupt real estate developer to pay off creditors with income from leasing lots in a planned luxury RV resort. A hearing is set for Feb. 22, 2010, to consider confirmation of her plan. Ms. Rizzotto's creditors may ask from some modifications of the plan, report notes. Jeane Rizzotto filed for Chapter 11 protection in May 2009. KEVEN MCKENNA: Files for Bankruptcy to Reorganize Finances ---------------------------------------------------------- Katie Mulvaney at The Providence Journal says Keven A. McKenna filed for Chapter 11 bankruptcy for himself and Keven A. McKenna law firm to reorganize finances and avoid paying Sumner D. Stone, former paralegal of the firm, compensation claim of $11,000. Ms. Mulvaney notes the Chapter 11 filing for Mr. McKenna showed $751,000 in assets and $45,700 in liabilities, while the filing for his firm showed debts of between $100,000 and $500,000. Keven A. McKenna owns Keven A. McKenna Law Firm. KIEBLER SLIPPERY: Plan Provides for 100% Recovery of Unsec. Claims ------------------------------------------------------------------ Kiebler Slippery Rock, L.L.C., filed with the U.S. Bankruptcy Court for the Northern District of Ohio a Disclosure Statement with respect to its Chapter 11 Plan of Reorganization as of January 22, 2010. The Debtor will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the Disclosure Statement, the Plan provides for payment of secured, priority, and unsecured creditors in a timely fashion. The Debtor proposes to retain its existing property and continue its business as a Reorganized Debtor. Under the Plan, the Reorganized Debtor will make distributions to holders of allowed unsecured claims, unless holders of an allowed unsecured claim agree to a different treatment, consisting of all excess cash flow remaining after debt service in pro rata cash payments on a monthly basis. Estimated recovery for holders of unsecured claims is 100% of their $165,000 claims. The Reorganized Debtor will make payments to holders of insider unsecured claims on the terms and in amounts that the Debtor, in its discretion, may choose; provided, however, that no payments will be made on account of Insider Unsecured Claims until the time as all allowed claims in Classes 1 through 12(a) have been satisfied in full. Estimated recovery for holders of insider unsecured claims is 0% to 100% of their $20,537 claims. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/KIEBLERSLIPPERY_DS.pdf A full-text copy of the Plan of Reorganization is available for free at http://bankrupt.com/misc/KIEBLERSLIPPERY_Plan.pdf Chardon, Ohio-based Kiebler Slippery Rock LLC filed for Chapter 11 on Sept. 25, 2009 (Bankr. N.D. Ohio Case No. 09-19087). Andrew L. Turscak Jr., Esq., Mark A. Weintraub, Esq., and Robert C. Folland, Esq., at Thompson Hine LLP represent 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. LARRY ELLIS: Case Summary & 72 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Larry Ellis dba Casablanca Productions dba National Realty dba National Mortgage Group dba Tustin Universal Life Church dba Estate Rental Network dba Orange County Mansions 7418 E. Grovewood Lane Orange, CA 92869 Bankruptcy Case No.: 10-10981 Chapter 11 Petition Date: January 27, 2010 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Robert N. Kwan Debtor's Counsel: Marc A. Zimmerman, Esq. 13102 Marcy Ranch Road Santa Ana, CA 92705 Tel: (714) 669-5780 Email: jdaddy@cox.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $2,666,985, and total debts of $5,295,000. A full-text copy of Mr. Ellis's petition, including a list of his 72 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb10-10981.pdf The petition was signed by Mr. Ellis. LAS VEGAS MONORAIL: Wants to Use Cash Collateral ------------------------------------------------ Las Vegas Monorail Company has sought authorization from the U.S. Bankruptcy Court for the District of Nevada to use cash collateral securing their obligation to their prepetition lenders. The attorneys for the Debtor -- Gerald M. Gordon, Esq., and William M. Noall, Esq., who have offices in Las Vegas, Nevada -- explain that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. The Debtor executed a Financing Agreement dated September 1, 2000 with the Director of the Nevada Department of Business and Industry, granting certain limited security interests in cash and cash equivalents and amounts held in funds or accounts with Wells Fargo Bank, N.A., which Financing Agreement was assigned to Wells Fargo as trustee under the Senior Indenture dated September 1, 2000, and the Subordinate Indenture dated as of September 1, 2000. Payment of principal and interest of the 1st Tier Bonds under the Senior Indenture is insured by Ambac Assurance Corporation. The Director and Ambac entered into a Guaranty Agreement dated as of September 20, 2000 by which, among other things, the Director granted Ambac a security interest in the same collateral as the Trustee for the Indentures, but which is subordinated to the Trustee's rights under the Indentures. The Trustee and Ambac are the only entities with an interest in any Cash Collateral. Debtor seeks a determination by the Court as to whether and to what extent cash and cash equivalents of the Debtor as of the Petition Date, and cash and cash equivalents generated by the Debtor after the Petition Date, constitute Cash Collateral. The Debtor contends that the extent of Cash Collateral is limited to: (1) Project Revenues that have been deposited in Debtor's Collection Fund at Wells Fargo or other accounts maintained at Wells Fargo as of the Petition Date, excluding any amounts required by the Debtor for operation and maintenance costs; (2) interest income generated by the Project Revenues deposited in the Collection Fund or other accounts at Wells Fargo as of the Petition Date; and (3) the Bond Proceeds and interest income generated by the Bond Proceeds to the extent that the Bond Proceeds still exist and are maintained in accounts with Wells Fargo. The Debtor contends that Project Revenues that aren't in the Collection Fund or otherwise on deposit in an account at Wells Fargo as of the Petition Date are not Cash Collateral. Debtor contends that Project Revenues that are generated after the Petition Date are not Cash Collateral. The Debtor proposes a replacement lien in the Postpetition Revenues, which are otherwise unsecured. Messrs. Gordon and Noall state, "The relief sought herein is emergency in nature because the Trustee seeks to block the Debtor's use of any cash, whether generated prepetition or postpetition, and whether or not controlled by the Trustee." To the extent the Prepetition Revenues not deposited with the Trustee or the Postpetition Revenues constitute Cash Collateral, the Debtor requests that it be entitled to use that Cash Collateral on an emergency interim basis and pending the final hearing, pursuant to a budget, a copy of which is available for free at: http://bankrupt.com/misc/LAS_VEGAS_MONORAIL_budget.pdf "None of the Debtor's Prepetition Revenues are subject to properly perfected security interests held by the Trustee or Ambac and thus are not Cash Collateral," Messrs. Gordon and Noall say. The Cash on Hand as of the Petition Date and the Bank of America Account aren't subject to a properly perfected security interest of the Trustee or Ambac because the funds and the account aren't in their possession. The Receivables aren't subject to any security interest of the Trustee or Ambac because no security interest was ever granted in the property in their applicable security documents. Fare Revenues and Ad Revenues have been deposited into the BofA Account, and thus the Trustee and Ambac will lack the requisite possession or control over the property or account to have a properly perfected security interest therein. The funds on deposit at Wells Fargo are secured to the extent the funds aren't necessary to pay O&M Costs. The Debtor's Postpetition Revenues aren't subject to any properly perfected security interest of the Trustee or Ambac and thus do not constitute Cash Collateral. All of the Debtor's Postpetition Revenues will be derived from operation of the Monorail, and thus are not "proceeds" of any prepetition collateral. The maximum amount subject to the Trustee's security interest which may be Cash Collateral is approximately $226,346.06. Rather than make postpetition adequate protection payments to the Trustee, the Debtor requests authority to use the funds in its BofA Account and Debtor's Wells Fargo Accounts that are required to pay O&M costs. The Trustee and Ambac don't agree with the Debtor regarding the characterization and extent of Cash Collateral and proposed expenditures by the Debtor, and have made demands upon the Debtor to the extent of adequate protection which couldn't be resolved by the Petition Date. The Director disagrees with the Debtor's position concerning the reach of the indenture trustee's interest in cash held by the Debtor, but doesn't object to the use of the cash collateral in the Debtor's operation provided the Debtor adheres to its obligations to the Director and the indenture trustee under the Financing Agreement and Indentures. According to the Director, the Debtor, which has been in default of the Financing Agreement and Indentures for nearly three years, turned over all revenues to the Trustee until recently when, unbeknownst to the Director or apparently the Trustee, the Debtor began diverting a portion of such revenue to a new bank account at BofA in an effort to deprive the holders of the Bonds of possession of, and thus their security interest in, a substantial portion of the Monorail's revenue. The Director is represented by Ballard Spahr LLP. Bombardier Transit Corporation says that it doesn't wish to inform the Court regarding its maintenance and operation contract with the Debtor and the importance and necessity of those services. Bombardier states that if it is forced to suspend work on the System as a result of nonpayment, the System cannot operate either practically or legally under the Clark County Amusement & Transportation System ordinance. It is imperative that any budget approved by the Court contain a line item for payment of the monthly fees owing to Bombardier under the existing operations and maintenance contract. Bombardier states that the Debtor and the Trustee agree that the Debtor will be permitted to continue making monthly payment and other reasonable and necessary payments to Bombardier pursuant to the terms of the O&M Contract. Bombardier is represented by Santoro, Driggs, Walch, Kearney, Holley & Thompson. About Las Vegas Monorail Las Vegas, Nevada-based Las Vegas Monorail Company, organized by the State of Nevada in 2000 as a nonprofit corporation, owns and manages the Las Vegas Monorail. The Monorail is a seven-stop, elevated train system that travels along a 3.9-mile route near the Las Vegas Strip. LVMC has contracted with Bombardier Transit Corporation to operate the Monorail. Though it benefits from its tax-exempt status due to being a nonprofit entity, LVMC claims to be the first privately-owned public transportation system in the nation to be funded solely by fares and advertising. LVMC says it receives no governmental financial support or subsidies. The Company filed for Chapter 11 bankruptcy protection on January 13, 2010 (Bankr. D. Nev. Case No. 10-10464). Gerald M. Gordon, Esq., at Gordon Silver, assists the Company in its restructuring effort. Alvarez & Marsal North America, LLC, is the Debtor's financial advisor. Stradling Yocca Carlson & Rauth is the Debtor's special bond counsel. Jones Vargas is the Debtor's special corporate counsel. The Company listed $10,000,001 to $50,000,000 in assets and $500,000,001 to $1,000,000,000 in liabilities. LEXINGTON PRECISION: Wants Access to Cash Collateral Until March 5 ------------------------------------------------------------------ Lexington Precision Corporation and Lexington Rubber Group, Inc., ask the U.S. Bankruptcy Court for the Southern District of New York for permission to continue using cash collateral of the prepetition senior lenders until Mach 5, 2010, or until the occurrence of a "termination event." This is the Debtors' eighth application for an extension in their cash collateral use. The prepetition senior lenders consented to an extension of the Debtors' use of cash collateral, provided that the aggregate total of the Debtors' short-term investments and the cash available in their Master Operating Account and the DIP Account will not fall below the amounts corresponding to the dates set forth as: Week Ending Minimum Available Cash 01-Jan $3,838,000 08-Jan $2,296,000 15-Jan $1,970,000 22-Jan $2,108,000 29-Jan $2,200,000 05-Feb $1,943,000 12-Feb $2,017,000 19-Feb $2,249,000 26-Feb $2,279,000 05-Mar $2,279,000 As reported in the Troubled Company Reporter on Aug. 19, 2009, the Debtors will use cash collateral for (a) working capital and capital expenditures, (b) other general corporate purposes of the Debtors, and (c) the costs of administration of the bankruptcy cases, in accordance with a budget. The prepetition senior lenders are: -- CapitalSource Finance LLC, as lender and revolver agent for itself and other lenders, and co-documentation agent, and Webster Business Credit Corporation, as lender and co- dumentation agent under that certain Credit and Security Agreement, dated May 31, 2006. -- CSE Mortgage LLC, as lender and collateral agent for itself and each other lender, and DMD Special Situations Funding LLC, as lender under that certain Loan and Security Agreement, dated May 31, 2006. The Debtors related that as of Oct. 1, 2009, they were obligated to the prepetition secured lenders in the principal amount of $31.5 million, plus accrued and unpaid interest in the amount of $5,000. The value of the assets encumbered by the prepetition secured lenders' liens significantly exceeds the aggregate amount of the obligations owed under the prepetition credit agreements. The Debtor further said that the only alternative to continued use of cash collateral is a sale of a portion of the Debtors' core business. As adequate protection, the prepetition senior lenders will be granted (a) continued replacement security interests upon all of the Debtors' assets, (b) first priority security interests in all unencumbered assets of the Debtors, and (c) liens on all encumbered assets that were not otherwise subject to the prepetition senior lenders' liens as of the commencement date. About Lexington Precision Headquartered in New York, Lexington Precision Corp. -- http://www.lexingtonprecision.com/-- manufactures tight-tolerance rubber and metal components for use in medical, automotive, and industrial applications. As of February 29, 2008, the Company employed about 651 regular and 22 temporary personnel. The Company and its affiliate, Lexington Rubber Group Inc., filed for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead Case No.08-11153). Christopher J. Marcus, Esq., and Victoria Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in their restructuring efforts. The Debtors selected Epiq Systems - Bankruptcy Solutions LLC as claims agent. The U.S. Trustee for Region 2 appointed six creditors to serve on an official committee of unsecured creditors. Paul N. Silverstein, Esq., and Jonathan Levine, Esq., at Andrews Kurth LLP, represent the Committee as counsel. On June 30, 2008, the Debtors filed with the Bankruptcy Court a plan of reorganization. It was amended twice, the latest amendment dated December 8, 2008. The Debtors currently plan to complete the liquidation of their connector-seal business before seeking approval of the Amended Plan. LIBBEY INC: Shows Estimated Financial Results for Qtr. & Full Year ------------------------------------------------------------------ Libbey Inc. said select estimated financial results for the quarter and full year ended December 31, 2009. The preliminary estimates set forth below are based upon currently available information and are subject to completion of the Company's financial statements for these periods. The Company's actual results may differ significantly from these estimates. Preliminary estimates for the fourth quarter and full year 2009 are as follows: For the quarter ended December 31, 2009, the Company estimates: * Total sales of approximately $207 million compared with $186.6 million for the prior-year quarter, representing an approximate increase of 11 percent. * Primary contributors to the increased sales included an approximately 17 percent increase in sales to U.S. and Canadian retail customers compared to the prior-year quarter, which represents an all-time record for sales to these customers in any quarter in the Company's history. Sales to U.S. and Canadian foodservice customers increased approximately 6 percent, sales to Crisa customers increased approximately 15 percent and sales to International customers increased approximately 24 percent. * Adjusted EBITDA of between $27 million and $29 million, compared with Adjusted EBITDA of $8.7 million in the fourth quarter of 2008. For the full year ended December 31, 2009, the Company estimates: * Total sales of approximately $748 million compared with $810.2 million for the full year 2008. * Adjusted EBITDA of between $88 million and $90 million, compared with Adjusted EBITDA of $85.2 million for the full year 2008. * Record cash on hand of approximately $55 million at December 31, 2009, compared with $13.3 million at December 31, 2008. * Availability of approximately $79 million under the Company's Asset Backed Loan (ABL) credit facility at December 31, 2009, compared with $44.6 million at December 31, 2008. Based in Toledo, Ohio, since 1888, Libbey operates glass tableware manufacturing plants in the United States in Louisiana and Ohio, as well as in Mexico, China, Portugal and the Netherlands. Libbey supplies tabletop products to foodservice, retail, industrial and business-to-business customers in over 100 countries. In 2008, Libbey Inc.'s net sales totaled $810.2 million. * * * As reported by the Troubled Company Reporter on Nov. 13, 2009, Standard & Poor's Ratings Services said that it lowered its corporate credit rating on Toledo, Ohio-based Libbey Inc. to 'SD' (selective default) from 'B'. The issue-level ratings remain on CreditWatch, where S&P had placed them on June 11, 2009, following S&P's concerns about the difficult operating environment facing Libbey, increased leverage, and its ability to improve credit metrics. LIBERTY MEDIA: Tender Offer Won't Affect Moody's 'B1' Ratings ------------------------------------------------------------- Moody's Investors Service indicated that Liberty Media LLC's B1 Corporate Family Rating, B1 senior unsecured note ratings, SGL-1 speculative-grade liquidity rating and stable rating outlook are not affected by Liberty Media Corporation's (Liberty's parent) announcement that it intends to launch a tender offer to increase its stake in Live Nation Entertainment to approximately 34.9%. Moody's last rating on action Liberty occurred on November 20, 2009, when it lowered the company's CFR to B1 from Ba2, Probability of Default Rating to Ba3 from Ba2, and senior unsecured note rating to B1 from Ba2, concluding the review for possible downgrade initiated on September 3, 2008. Liberty's ratings were assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, such as the company's (i) business risk and competitive position compared with others within the industry; (iii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against other issuers both within and outside Liberty's core industry and believes Liberty's ratings are comparable to those of other issuers with similar credit risk. Liberty, headquartered in Englewood, Colorado, is a holding company that owns and operates a broad range of electronic retailing, communications, and entertainment businesses and also owns equity and debt positions in wide variety of technology, media and telecommunications companies. Annual revenue is approximately $10 billion. LIBERTY GLOBAL: S&P Maintains 'B+' Corporate Credit Rating ---------------------------------------------------------- Standard & Poor's Ratings Services said that it maintained its 'B+' long-term corporate credit rating and all other ratings on U.S.-listed, international cable TV operator and broadband services provider Liberty Global Inc. and its subsidiaries on CreditWatch, where they were placed with negative implications on Nov. 13, 2009. At the same time, S&P maintained the 'BB-' long- term corporate credit rating and all other ratings on German cable TV operator Unitymedia GmbH (BB-/Watch Neg/--) and its subsidiaries on CreditWatch, where they were placed with negative implications on Nov. 13, 2009. This CreditWatch update follows the announcement on Jan. 24, 2010, that LGI has reached an agreement to sell its 37.8% ownership interest in Jupiter Telecommunications Co., Ltd. (not rated). This announcement follows a statement by LGI in November 2009 that it plans to acquire 100% of the shares of Unitymedia for an equity purchase price of approximately ?2.0 billion. Including Unitymedia's reported net debt of approximately ?1.5 billion on Sept. 30, 2009, the total consideration for the Unitymedia acquisition is approximately ?3.5 billion, excluding transaction costs. Including the agreed disposal price for J:COM and the anticipated final 2009 dividend from J:COM, LGI expects to realize gross proceeds of approximately ?363 billion ($4.0 billion as of Jan. 22, 2010) from the disposal of its stake in J:COM. LGI plans to use part of these proceeds to repay its ?75 billion ($833 million as of Jan. 22, 2010) LGJ Holdings credit facility and will incur certain costs and taxes. The closure of the J:COM transaction is subject to the satisfaction of certain conditions and LGI expects closure to occur on or around Feb. 10, 2010, subject to extension. If it were to be accompanied by a prudent financial policy, the J:COM disposal has some potential to assist LGI in deleveraging its capital structure following the Unitymedia acquisition. However, management has yet to specify how it plans to use the proceeds of the J:COM disposal. From a credit perspective, S&P see a clear risk that LGI management could allocate a portion of the proceeds to fund its ongoing share buybacks. "We expect to review the CreditWatch placement of LGI once the disposal of its stake in J:COM has closed, the group's year-end results are published, and management's assessment of how it intends to apply the disposal proceeds is announced," said Standard & Poor's credit analyst Raam Ratnam. "We will review the CreditWatch placement of Unitymedia at the same time, as the ratings on LGI and Unitymedia are likely to be closely linked." As part of its review, S&P will assess the effect of the proposed transactions on LGI's and Unitymedia's operating, strategic, and financial plans. The main rating considerations will be the capital structure of the group and its individual entities, as well as the group's financial policy, particularly with respect to how management chooses to deploy the funds from the J:COM disposal between shareholder returns, deleveraging, and any potential future acquisitions. The resolution of the CreditWatch listing on the rating on Unitymedia is also subject to the resolution of uncertainties surrounding the eventual debt pushdown to Unitymedia. LOWER BUCKS: Moody's Puts 'Caa3' Long-Term Rating on Watchlist -------------------------------------------------------------- Moody's Investors Service has placed Lower Bucks Hospital's Caa3 long-term rating on Watchlist for possible downgrade. This action affects the Series 1992 Bonds (approximately $25 million outstanding) issued through Langhorne Manor Borough Higher Educational and Health Authority, Pennsylvania. The Watchlist action follows Lower Buck's voluntarily filing to reorganize under Chapter 11 of the U.S. Bankruptcy Code and a missed payment to the trustee for the funding of the December 15, 2009 interest payment to the trustee, that resulted in a draw by the Trustee from the debt service reserve fund (approximately $991,000) for the January 2010 payment to bondholders. Moody's believes that given the bankruptcy and current financial condition of the organization full recovery of the bonds is unlikely. The rating outcome will largely depend on Moody's assessment of bondholder's expected recovery level. Moody's expect to conclude Moody's review within 90 days. Rated Debt * Series 1992, fixed rate The last rating action on Lower Bucks Hospital was on August 7, 2009, when Moody's downgraded the rating assigned to Lower Buck's debt to Caa3 from B3 rating and assigned a negative outlook, removing the rating from Watchlist. MARK WENTWORTH HOME: Case Summary & 12 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Mark Wentworth Home 346 Pleasant Street Portsmouth, NH 03801 Bankruptcy Case No.: 10-10246 Chapter 11 Petition Date: January 27, 2010 Court: United States Bankruptcy Court District of New Hampshire Live Database (Manchester) Judge: Mark W. Vaughn Debtor's Counsel: Gregory A. Moffett, Esq. Preti Flaherty, PLLP P.O. Box 1318 Concord, NH 03302-1318 Tel: (603) 410-1525 Fax: (603) 410-1501 Email: nhbankruptcyfilings@preti.com John M. Sullivan, Esq. Preti Flaherty PLLC 57 North Main Street P.O. Box 1318 Concord, NH 03302-1318 Tel: (603) 410-1550 Fax: (603) 410-1501 Email: nhbankruptcyfilings@preti.com Joshua E. Menard, Esq. Preti Flaherty 57 North Main Street PO Box 1318 Concord, NH 03302 Tel: (603) 410-1500 Fax: (603) 410-1501 Email: jmenard@preti.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 According to the schedules, the Company has assets of $8,216,874, and total debts of $15,309,000. A full-text copy of the Debtor's petition, including a list of its 12 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nhb10-10246.pdf The petition was signed by William C. Henson, president of the Company. MATTHEW BRALY: Case Summary & 13 Largest Unsecured Creditors ------------------------------------------------------------ Joint Debtors: Matthew C. Braly Laura M. Braly 3 1st Street Saint Augustine, FL 32080 Bankruptcy Case No.: 10-00566 Chapter 11 Petition Date: January 27, 2010 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Debtors' Counsel: Bryan K. Mickler, Esq. 5452 Arlington Expressway Jacksonville, FL 32211 Tel: (904) 725-0822 Fax: (904) 725-0855 Email: court@planlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $2,410,305 and total debts of $2,476,363. A full-text copy of the Debtors' petition, including a list of their 13 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/flmb10-00566.pdf The petition was signed by the Joint Debtors. MCCLATCHY CO: Commences Tender Offer for 7.125% Notes ----------------------------------------------------- The McClatchy Company has commenced an offer to purchase for cash any and all of its outstanding 7.125% notes due June 1, 2011 and 15.75% senior notes due 2014 and solicitation of consents relating to its outstanding 2014 Notes. The terms and conditions of the Offer are set forth in the Offer to Purchase and Consent Solicitation Statement dated January 27, 2010 and the related Consent and Letter of Transmittal. The consideration offered for the Notes subject to the Offer is set forth: Early Title Principal Tender Partic- of CUSIP Amount Offer ipation Consent Security Number(s) Outstanding Consideration Premium Payment -------- --------- ----------- ------------- ------- ------- 7.125% Notes due June 1, 2011 499040AM5 $166,195,000 $970.00 $50.00 N/A 15.75% Senior Notes due 579489AA3 2014 U57365AA3 $24,225,000 $1,115.00 N/A $50.00 Total Consideration ------------------- $1,020.00 $1,165.00 Holders of 2011 Notes that are validly tendered on or before 5:00 p.m., New York City time on February 9, 2010, and accepted for purchase will receive the amount set forth in the table above under the heading "Total Consideration" for each $1,000 principal amount of 2011 Notes tendered, which includes an early tender payment of $50 per $1,000 principal amount of 2011 Notes. Holders of 2011 Notes that are validly tendered after the Early Tender Date and not validly withdrawn on or before the Expiration Date and accepted for purchase will receive the amount set forth in the table above under the heading "Tender Offer Consideration" for each $1,000 principal amount of 2011 notes tendered. Holders of 2014 Notes that are validly tendered (and not validly withdrawn) on or before 5:00 p.m., New York City time on February 9, 2010, and have validly consented to the proposed amendments on or prior to the Consent Date will receive the amount set forth in the table above under the heading "Total Consideration" for each $1,000 principal amount of 2014 Notes tendered, which includes a consent payment of $50 per $1,000 principal amount of 2014 Notes. Holders of the 2014 Notes that are validly tendered after the Consent Date will receive the amount set forth in the table above under the heading "Tender Offer Consideration" for each $1,000 principal amount of 2014 Notes tendered. In addition to the Total Consideration or Tender Offer Consideration, as the case may be, payable in respect of Notes accepted for purchase, Holders will receive accrued and unpaid interest on their purchased Notes from the last interest payment date to, but not including, the date of payment for purchased Notes. The Offer is scheduled to expire at 11:59 p.m., New York City time, on February 24, 2010, unless extended. In conjunction with the Offer, the Company is soliciting from registered holders of 2014 Notes consents to proposed amendments to the indenture pursuant to which the 2014 Notes were issued. If the required consents are obtained in the Consent Solicitation and the proposed amendments become operative, the proposed amendments would eliminate substantially all of the restrictive covenants and certain events of default contained in the indenture governing the 2014 Notes. 2011 Notes tendered on or before the Early Tender Date may be validly withdrawn at any time on or before 5:00 p.m., New York City time, on February 9, 2010, but not thereafter, and 2011 Notes tendered after the 2011 Withdrawal Date may not be withdrawn; provided, however, that if the Company reduces the principal amount of, or the consideration for, 2011 Notes subject to the Offer or is otherwise required by law to permit withdrawal, then previously tendered 2011 Notes may be validly withdrawn to the extent required by law. 2014 Notes validly tendered pursuant to the Offer may be validly withdrawn at any time on or before 5:00 p.m., New York City time, on the earlier to occur of (a) February 9, 2010 or (b) the date and time the Company, the Guarantors and the Trustee execute a supplemental indenture implementing the Proposed Amendments, but not thereafter, and 2014 Notes tendered after the 2014 Withdrawal Date may not be withdrawn; provided, however, that if the Company reduces the principal amount of, or the consideration for, 2014 Notes subject to the Offer or is otherwise required by law to permit withdrawal, then previously tendered 2014 Notes may be validly withdrawn to the extent required by law. If the Offer is terminated, Notes tendered will promptly be returned to the tendering Holders. The Offer is not subject to the receipt of any minimum amount of either series of Notes tendered, but is subject to the general conditions set forth in the Offer to Purchase and to a financing condition with respect to the Company having sufficient funds to pay for Notes tendered from the incurrence by the Company of first lien senior secured indebtedness that, when taken together with the funds available under the Company's senior credit facility, are sufficient to consummate the Offer. This press release is neither an offer to purchase, nor a solicitation for acceptance of the offer. The McClatchy Company is making the Offer only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal. The complete terms and conditions of the Offer is set forth in the Offer to Purchase and Letter of Transmittal that is being sent to holders of Notes. Holders are urged to read the tender offer documents carefully when they become available. Copies of the Offer to Purchase and Letter of Transmittal may be obtained from the Information Agent for the Offer, Global Bondholder Services Corporation, at 866-470-3900 (US toll-free) and 212-430-3774 (collect). Credit Suisse Securities (USA) LLC is the Lead Dealer Manager and Solicitation Agent and Lazard Freres & Co. LLC is the Co-Dealer Manager and Solicitation Agent for the Offer. Questions regarding the Offer may be directed to Credit Suisse Securities (USA) LLC, Liability Management Group at (800) 820-1653 (toll-free) and (212) 325-5912 (collect). About McClatchy Company The McClatchy Company is the third largest newspaper company in the United States, with 30 daily newspapers, 43 non-dailies, and direct marketing and direct mail operations. McClatchy also operates leading local websites in each of its markets which extend its audience reach. The websites offer users comprehensive news and information, advertising, e-commerce and other services. Together with its newspapers and direct marketing products, these interactive operations make McClatchy the leading local media company in each of its premium high growth markets. McClatchy- owned newspapers include The Miami Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer, and The News & Observer (Raleigh). McClatchy also owns a portfolio of premium digital assets, including 14.4% of CareerBuilder, the nation's largest online job site, 25.6% of Classified Ventures, a newspaper industry partnership that offers two of the nation's premier classified websites: the auto website, cars.com, and the rental site, Apartments.com and 33.3% of HomeFinder, LLC which operates the real estate website HomeFinder.com. McClatchy is listed on the New York Stock Exchange under the symbol MNI. At September 27, 2009, the Company had $3,325,395,000 in total assets against $275,532,000 in total current assets and $2,947,256,000 in total non-current liabilities. * * * As reported by the Troubled Company Reporter on January 14, 2010, Fitch Ratings placed The McClatchy Company's Issuer Default Rating of 'C' on Watch Positive. In addition, Fitch affirmed these: -- Senior secured credit facility at 'C/RR4'; -- Senior secured term loan at 'C/RR4; -- Senior unsecured guaranteed notes at 'C/RR6'; -- Senior unsecured notes/debentures at 'C/RR6'. Approximately $2 billion of debt is affected by Fitch's action. The TCR on July 2, 2009, said Standard & Poor's Ratings Services raised its corporate credit rating on McClatchy to 'CC' from 'SD' (selective default). The rating outlook is negative. At the same time, S&P raised its issue-level rating on each of McClatchy's senior unsecured notes originally issued by Knight Ridder Inc. to 'C' from 'D'. All other outstanding ratings on the company were affirmed. Moody's on June 29, 2009, lowered McClatchy's corporate family rating to Caa2 from Caa1 and the probability of default rating to Caa2/LD from Caa3 upon completion of an exchange offer of $102.9 million of then existing senior unsecured notes for $24.2 million of new 15.75% senior unsecured guaranteed notes due July 2014. At that time, Moody's also assigned a Caa1 rating (LGD3 - 42%) to the new 2014 notes. The PDR was subsequently changed to Caa2 from Caa2/LD on July 2, 2009. MCCLATCHY CO: Moody's Reviews 'Caa2' Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service placed The McClatchy Company's Caa2 Corporate Family Rating, Caa2 Probability of Default Rating and Caa3 senior unsecured note ratings on review for possible upgrade. In addition, Moody's assigned a (P)B1 rating to McClatchy's proposed $875 million senior secured notes due 2017 and a (P)B1 rating to the extended portion of its amended credit facility. The review follows McClatchy's announcement that it has obtained an amendment to extend the maturity on approximately 90% of its credit facility by two years to July 2013, launched the offering for the proposed senior secured notes, and launched a tender offer for all of its 7.125% notes due 2011 and 15.75% senior unsecured guaranteed notes due 2014 at premiums to par (including early participation/consent payments). McClatchy plans to utilize the net proceeds from the note offering to fund an approximate 60% paydown of extending credit facility instruments, and the note tender offers. Moody's believes the transactions would meaningfully improve the company's liquidity position and reduce near term default risk and this drives the review for upgrade. On Review for Possible Upgrade: Issuer: McClatchy Company (The) -- Corporate Family Rating, Placed on Review for Possible Upgrade, currently Caa2 -- Probability of Default Rating, Placed on Review for Possible Upgrade, currently Caa2 -- Senior Unsecured Notes (Unguaranteed), Placed on Review for Possible Upgrade, currently Caa3 Assignments: Issuer: McClatchy Company (The) -- Senior Secured Bank Credit Facility, Assigned a (P)B1, LGD2 - 21% -- Senior Secured Notes, Assigned (P)B1, LGD2 - 21% Outlook Actions: Issuer: McClatchy Company (The) -- Outlook, Changed To Rating Under Review From Developing Moody's expects to upgrade McClatchy's CFR to Caa1 from Caa2 if the refinancing is completed. The prospective CFR upgrade is based on the company's improved liquidity position and reduction in near-term default risk as a result of pushing out maturities and amending the financial maintenance covenants, and McClatchy's ability to stabilize EBITDA through significant cost reductions. The proposed transactions would significantly reduce McClatchy's 2011 funded debt maturities to approximately $75 million from approximately $1.05 billion. Cash interest costs will increase materially and be a drag on cash flow, although Moody's expects the company will continue to generate modestly positive free cash flow. The prospective ratings assigned to the secured notes and extended portion of the credit facility are based on the anticipated Caa1 CFR. McClatchy's prospective Caa1 CFR reflects the cash flow generated from its portfolio of newspapers and online properties tempered by revenue pressure and the company's high leverage. The cash flow is supported by the depth and quality of reporting in local markets and good reader demographics that drives demand from advertisers. The company's strong cost management also contributes to above average industry margins. However, McClatchy's revenue is contracting due to long-term competitive pressure on newspaper advertising and a cyclical advertising slowdown. Moody's views the current debt-to-EBITDA leverage level (approximately 7.7x FY 2009 incorporating Moody's standard adjustments) as unsustainable for the newspaper industry and this creates elevated risk of a restructuring over the long term. The improved liquidity position nevertheless provides greater flexibility to manage in the advertising downturn and realize the potential de-leveraging benefits of a recovery in economic conditions and the advertising market. The ultimate strength of any recovery in newspaper advertising is uncertain given the ongoing shift away from print. The Caa1 CFR factors in the significant incremental drag on debt repayment capacity from the incremental cash interest expense and the meaningful step-up in required pension contributions in 2011. The rating also balances Moody's view that leverage will remain at an unsustainable level over at least the next year with the potential that McClatchy's revenue and cost initiatives along with an economic rebound could ultimately drive leverage materially lower. Moody's expects to upgrade the rating on McClatchy's senior unsecured notes to Caa2 from Caa3 (due in 2014, 2017, 2027 and 2029 plus any untendered 2011 notes) if the CFR is upgraded to Caa1. The ratings on any untendered senior guaranteed notes due in 2014 and the non-extending credit facility instruments due in 2011 would remain at Caa1 and B1, respectively. Moody's also anticipates upgrading McClatchy's speculative grade liquidity rating to SGL-2 from SGL-4 based on the meaningful improvement in cushion within the amended financial maintenance covenants. Moody's would withdraw the ratings on the 7.125% notes due 2011 and 15.75% notes due 2014 if they are retired in full via the tender offer. Loss given default assessments and point estimates will be updated based on the final debt mix resulting from the refinancing. The proposed senior secured notes will have the same guarantee and collateral package as the credit facility and the instruments are ranked the same in the priority of claims waterfall. However, the proposed notes indenture does not contain financial maintenance covenants that are present in the credit facility. Maintenance covenants provide bank lenders the ability to modify terms should an amendment become necessary. Accordingly, the credit facility lenders have an ability to improve recovery prospects relative to the notes. The last rating action on McClatchy was on December 17, 2009, when Moody's changed the company's outlook to developing from negative. McClatchy, headquartered in Sacramento, California, is the third- largest newspaper company in the U.S., with 30 daily newspapers and approximately 50 non-dailies. McClatchy also owns McClatchy Interactive and holds equity investments in CareerBuilder, Classified Ventures, and other newspaper and online properties. Revenue was approximately $1.5 billion in 2009. MCCLATCHY CO: S&P Puts 'CC' Rating on CreditWatch Positive ---------------------------------------------------------- Standard & Poor's Ratings Services placed its 'CC' corporate credit rating, along with its outstanding issue-level ratings, for The McClatchy Co. on CreditWatch with positive implications. At the same time, S&P assigned the company's proposed $875 million senior secured first-lien notes due 2017 its issue-level rating of 'B-' with a recovery rating of '3', indicating its expectation of meaningful (50% to 70%) recovery for noteholders in the event of a payment default. The notes will be secured by the same collateral and rank the same as the company's senior secured credit facility. McClatchy expects to use proceeds from the notes to repay about $614 million in bank debt balances and to refinance the company's $166 million in outstanding senior notes due 2011 (originally issued by Knight Ridder Inc.) and approximately $24 million 15.75% senior notes due 2014. S&P also assigned the company's proposed extending $201 million Class A revolving credit facility and proposed extending $184 million Class A term loan due 2013 its issue-level rating of 'B-' with a recovery rating of '3'. These will be in place once the amendment to the company's credit facilities becomes effective. The ratings on the proposed transactions are based on S&P's expectation to raise the corporate credit rating on McClatchy to 'B-' with a stable outlook following the closing of the transactions. S&P also expects to raise the issue-level rating on the non-extending portion of the credit facilities to 'B-', and the issue-level ratings on the remaining senior unsecured note issues originally issued by Knight Ridder Inc. to 'CCC', at that time. The expected corporate credit rating upgrade to 'B-' is due to the significant extension of the company's maturity profile following the transactions' closing, an adequate expected cushion in amended covenants over at least the next 18 months, and an expectation for a moderation in the pace of McClatchy's newspaper ad revenue declines over the next several quarters. The company will face no significant debt maturities until 2013 and will have adequate covenant headroom over at least the next 18 months, contributing to S&P's stable outlook on the expected 'B-' rating. Completion of the proposed transactions would extend McClatchy's next meaningful maturity to 2013 -- when the extending credit facility, which will likely have an outstanding amount totaling approximately $184 million at maturity (there is no amortization required in the proposed extending term loan), comes due. The portion of the company's credit facility that will not extend will likely have an outstanding amount totaling approximately $73 million as of December 2009 (assuming the company uses note proceeds for bank debt repayment, as expected) and will continue to mature in 2011. S&P believes this is manageable given its expectation that McClatchy will generate about $60 million in discretionary cash flow in 2010. The expected 'B-' rating also reflects S&P's view that newspaper ad revenue (78% of total revenue in 2009) will moderate to a decline of 10% in 2010 from a decline of 27% in 2009, and that 2010 EBITDA will be about flat with 2009 due to lower 2010 compensation expenditures from significant cost-cutting actions taken in 2009. In addition, given S&P's economists' expectation for a moderate increase in U.S. GDP of 2.4% in 2010, S&P expects a cyclical moderation in ad revenue declines. Although S&P anticipates some cyclical relief for McClatchy's newspaper business in 2010, the expected 'B-' rating assumes that ad revenue will continue to decline at a low-single-digit rate in 2011 and 2012, and EBITDA declines at a mid- to high-single-digit rate in each year over this time frame. This is due to S&P's belief that the newspaper industry will face long-term secular challenges related to market share erosion toward online and other forms of advertising. MERIDIAN RESOURCE: Bradley Louis Radoff Reports 5.8% Stake ---------------------------------------------------------- Bradley Louis Radoff beneficially owns 5,400,000 shares of Common Stock, which represents approximately 5.8% of the shares of Common Stock issued and outstanding of The Meridian Resource Corporation as of January 19, 2010. About Meridian Resource Based in Houston, Texas, The Meridian Resource Corporation (NYSE:TMR) -- http://www.tmrc.com/-- is an independent oil and natural gas company engaged in the exploration, exploitation, acquisition and development of oil and natural gas in Louisiana, Texas, and the Gulf of Mexico. Meridian has access to an extensive inventory of seismic data and, among independent producers, is a leader in using 3-D seismic and other technologies to analyze prospects, define risk, target and complete high- potential wells for exploration and development. Meridian has a field office in Weeks Island, Louisiana. At September 30, 2009, the Company had $190,339,000 in total assets, including $18,090,000 in total current assets, against $120,634,000 in total current liabilities and $17,736,000 in asset retirement obligations. The Company noted that its default under the debt agreements, which has been mitigated in the short term by certain forbearance agreements, negatively impacts future cash flow and the Company's access to credit or other forms of capital. There is substantial doubt as to the Company's ability to continue as a going concern for a period longer than the next 12 months, the Company said. It added that it might have to seek protection under federal bankruptcy laws if it is unable to comply with the forbearance agreements or if those agreements expire. MIDWAY GAMES: Wants Until February 15 to Propose Chapter 11 Plan ---------------------------------------------------------------- Midway Games Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive periods to propose a Chapter 11 Plan of Liquidation and to solicit acceptances of that Plan until February 15, 2010, and April 29, 2010, respectively. Filing their request for a sixth extension, the Debtors relate that they need to continue the negotiation with their major creditor constituencies with respect to a proposed Plan of Liquidation. The Debtors add that they are in the process of reviewing schedules and filed proofs of claim and requests for administrative expenses. Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink Sheets: MWYGQ) -- http://www.midway.com/-- was a leading developer and publisher of interactive entertainment software for major videogame systems and personal computers. The Company and nine of its affiliates filed for Chapter 11 protection on February 12, 2009 (Bankr. D. Del. Lead Case No. 09-10465). Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and Victoria A. Guilfoyle, Esq., at Blank Rome LLP, in Wilmington, Delaware; and Marc E. Richards, Esq., and Pamela E. Flaherty, Esq., at Blank Rome LLP, in New York, represent the Debtors in their restructuring efforts. Attorneys at Milbank, Tweed, Hadley & McCloy LLP and Richards, Layton & Finger, P.A. represent the official committee of unsecured creditors as counsel. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims, noticing, and balloting agent. On July 10, 2009, Midway and certain of its U.S. subsidiaries completed the sale of substantially all of their assets to Warner Bros. Entertainment Inc. in a sale approved by the Court. The aggregate gross purchase price is roughly $49 million, including the assumption of certain liabilities. Midway is disposing of its remaining assets. At June 30, 2009, the Debtors had $1.39 billion in total assets and $1.59 billion in total liabilities. MONTECITO AT MIRABEL: Files Schedules of Assets and Liabilities --------------------------------------------------------------- Montecito at Mirabel Development, L.L.C., filed with the U.S. Bankruptcy Court for the District of Arizona its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $21,130,015 B. Personal Property $270,918 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $12,799,928 E. Creditors Holding Unsecured Priority Claims $86,346 F. Creditors Holding Unsecured Non-priority Claims $8,316,914 ----------- ----------- TOTAL $21,400,933 $21,203,188 Mesa, Arizona-based Montecito At Mirabel Development, L.L.C. -- dba Montecito @ Mirabel Development, LLC -- filed for Chapter 11 bankruptcy protection on December 31, 2009 (Bankr. D. Ariz. Case No. 09-33899). Randy Nussbaum, Esq., at Nussbaum & Gillis, P.C., 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. MOOSEHEAD FURNITURE: Plans to Obtain Funding From Insiders ---------------------------------------------------------- Furniture Today reports that Moosehead Furniture presented a plan to obtain unsecured credit from insiders that will assist the Company to seek alternatives to auction off its assets. Under the Plan, the Company will lend $10,000 from its principals -- Joshua Tardy, Dana Connors and Edward Skovron -- to pay for premiums on casualty and liability insurance. The plan, report says, will avert piecemeal liquidation of the company's assets. Mooshead Furniture Co. makes furniture. MORRIS PUBLISHING: Gets OK to Hire Neal Gerber as Gen. Counsel -------------------------------------------------------------- Morris Publishing Group, LLC, et al., sought and obtained permission from the Hon. John S. Dalis of the U.S. Bankruptcy Court for the Southern District of Georgia to hire Neal, Gerber & Eisenberg LLP as general reorganization and bankruptcy counsel, nunc pro tunc to the Petition Date. Neal Gerber will, among other things: (a) take necessary action on behalf of the Debtors to protect and preserve the Debtors' estates, including prosecuting actions on behalf of the Debtors, negotiating any and litigation in which the Debtors are involved, and objecting to claims filed against the Debtors' estates; (b) prepare on behalf of the Debtors all necessary motions, answers, orders, reports and other legal papers in connection with the administration of the Debtors' estates; (c) attend meetings and negotiate with representatives of creditors and other parties in interest, attend court hearings, and advise the Debtors on the conduct of their Chapter 11 cases; (d) perform any and all other legal services for the Debtors in connection with these Chapter 11 cases and with implementation of the Debtors' plan of reorganization; The hourly rates of Neal Gerber's personnel are: Mark A. Berkoff, Partner $645 Deborah M. Gutfeld, Partner $460 Nicholas M. Miller, Partner $410 Brody Dawson, Associate $290 Jordan Galassie, Paralegal $240 Mark A. Berkoff, a partner in Neal Gerber, assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Morris Publishing Group, LLC -- dba Albion Shopper, et al. -- is a privately held media company based in Augusta, Georgia. Morris Publishing currently owns and operates 13 daily newspapers as well as nondaily newspapers, city magazines and free community publications in the Southeast, Midwest, Southwest and Alaska. The petition says assets and debts are $100 million to $500 million. The Company filed for Chapter 11 bankruptcy protection on January 19, 2010 (Bankr. S.D. Ga. Case No. 10-10134). James T. Wilson, Jr., Esq., who has an office in Augusta, GA, is the Debtor's co-counsel. Lazard Ltd. is the Debtor's financial advisor, while Kurtzman Carson Consultants is its claims agent. The Company listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. The Company's affiliates -- Athens Newspapers, LLC, et al. -- filed separate Chapter 11 petitions. MORRIS PUBLISHING: Judith Seraphin, Edwin Slavin Ask for Trustee ---------------------------------------------------------------- Judith Seraphin and Ed Slavin, local community activists in St. Augustine, Florida, have asked the U.S. Bankruptcy Court for the Southern District of Georgia to appoint a trustee or examiner for Morris Publishing Group, LLC, et al., to protect the public interest in zealous local, government and investigative reporting. "We are longtime readers and subscribers of the St. Augustine Record readers. Horrified, we have watched as both the quality and quantity of the Record's news coverage decline, with slashed news budgets over the last 5-10 years. We respectfully request intervention status because Debtors have admitted that there will be 'no change' as a result of their Chapter 11 filing," the complainants say. The complainants added that the "Debtors admit there will be 'no change' but seek extraordinary relief from this Honorable Court by erasing some $178.5 million owed to creditors . . . . Under the current MORRIS management, Morris newspapers such as the St. Augustine Record, The Oak Ridger, et al., have seen a decline in the quality and quantity of news coverage as news budgets are cut back and compromises are made in journalistic integrity so as not to offend advertisers, especially governments (source of legal advertisements) and businesses (especially controversial foreign- funded developers that engage in clearcutting of our forests and devastation of our wetlands) . . . . Saying there will be 'no change' is a potential death sentence for smaller newspapers like the St. Augustine Record and The Oak Ridger, because in a rapidly changing information economy, these newspapers may die soon without thinking anew and acting anew. Located adjacent to large metropolitan dailies in places like Jacksonville and Knoxville, these smaller newspapers may wither and die under the bankruptcy reorganization plan. Death of these newspapers would be a clear and present danger to our democracy, allowing wrongdoers to prosper without investigative news coverage." According to the complainants, refusal to cover the news adequately, violating the standard of care, amidst cutbacks on staff result in a death spiral of declining interest in newspapers, Morris Publishing must be held accountable, and that refusal to cover the news adequately is contrary to the interest of bondholders, whose interest is in selling newspapers and advertising, not in covering up misconduct and mismanagement by entrenched. The complainants ask that they and other Morris readers be afforded notice and an opportunity to: (i) attend by telephone any and all hearings; and (ii) present their concerns about declining news budgets and journalistic practices after full and fair disclosure and discovery, at an evidentiary hearing, with mandatory testimony by Morris Communications owners and managers about the etiology of their wretched failure to cover the news without fear or favor due to declining news budgets. Morris Publishing Group, LLC -- dba Albion Shopper, et al. -- is a privately held media company based in Augusta, Georgia. Morris Publishing currently owns and operates 13 daily newspapers as well as nondaily newspapers, city magazines and free community publications in the Southeast, Midwest, Southwest and Alaska. The petition says assets and debts are $100 million to $500 million. The Company filed for Chapter 11 bankruptcy protection on January 19, 2010 (Bankr. S.D. Ga. Case No. 10-10134). James T. Wilson, Jr., Esq., who has an office in Augusta, GA, is the Debtor's co-counsel. Lazard Ltd. is the Debtor's financial advisor, while Kurtzman Carson Consultants is its claims agent. The Company listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. The Company's affiliates -- Athens Newspapers, LLC, et al. -- filed separate Chapter 11 petitions. MORRIS PUBLISHING: Plan Confirmation Hearing Set for Feb. 17 ------------------------------------------------------------ Editor and Publisher relates a federal bankruptcy court set a hearing on Feb. 17, 2010, to consider confirmation of Morris Publishing Group's prepackaged plan. The Plan will reduce bondholder debt through the issuance of $100 million of new second lien secured notes due in 2014 in exchange for the cancellation of approximately $278.5 million principal amount of outstanding senior subordinated notes due 2013 plus accrued interest. Holders of approximately 93% of the existing notes voted to support the filing of a prepackaged reorganization plan in bankruptcy court. Under the prepackaged plan, Morris Publishing will reduce its overall indebtedness from approximately $415 million to $126.5 million. The new notes will bear interest of at least 10 percent, but could bear interest up to 15 percent, some of which may be paid in-kind until Morris Publishing repays its remaining senior debt. The company reduced its senior indebtedness by $110 million last fall. The company will continue to operate its 13 daily newspapers, its non-daily newspapers, its websites, city magazines and free community newspapers without interruption. Readers and advertisers should notice no change in operations. All obligations to employees and vendors will be met in full. About Morris Publishing Morris Publishing Group, LLC -- http://www.morrisrestructures.com/ and http://www.morris.com/-- is a privately held media company based in Augusta, Georgia. Morris Publishing currently owns and operates 13 daily newspapers as well as nondaily newspapers, city magazines and free community publications in the Southeast, Midwest, Southwest and Alaska. Morris Publishing Group LLC filed for Chapter 11 on Jan. 19, 2010 (Bankr. S.D. Ga. Case No. 10-10134). Neal, Gerber & Eisenberg LLP serves as counsel. Kurtzman Carson Consultants LLC serves as claims and notice agent. The petition says assets and debts are $100 million to $500 million. MORRIS PUBLISHING: Wants Hull Barrett as Special Corporate Counsel ------------------------------------------------------------------ Morris Publishing Group LLC, et al., have sought permission from the Hon. John S. Dalis of the U.S. Bankruptcy Court for the Southern District of Georgia to employ the attorneys of Hull Barrett, PC, as special corporate counsel, nunc pro tunc to the Petition Date. Hull Barrett's professionals who will work on the case include Douglas D. Batchelor Jr., Mark S. Burgreen, Thomas L. Cathey, Susan M. Clapp, Neal W. Dickert, Davis Dunaway, J. Chris Driver, James B. Ellington, Michael E. Fowler, George R. Hall, R.E. Hanna 111, David E. Hudson, Lawton Jordan Jr., William J. Keogh 111, Alana R. Kyriakakis, Darren G. Meadows, Timothy E. Moses, Patrick J. Rice, Paul K. Simons, F. Michael Taylor, John B. West, and James S.V. Weston. Hull Barrett will represent the Debtors in connection with specified legal matters, including work related to the Debtors' corporate, employment, environmental, financing, intellectual property, litigation, media law, property, regulatory, securities and tax matters currently pending or arising in the ordinary course of the Debtors' businesses. Hull Barrett may also work with the Debtors and their general bankruptcy counsel and local bankruptcy counsel to coordinate with them, to prevent duplication of efforts. Douglas D. Batchelor, et al., of Hull Barrett, PC, say that the firm's hourly billing rates are: Members & Counsel $140 - $270 Associates $135 - $170 Paraprofessionals $50 - $105 The Debtors assure the Court that Hull Barrett is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Morris Publishing Group, LLC -- dba Albion Shopper, et al. -- is a privately held media company based in Augusta, Georgia. Morris Publishing currently owns and operates 13 daily newspapers as well as nondaily newspapers, city magazines and free community publications in the Southeast, Midwest, Southwest and Alaska. The petition says assets and debts are $100 million to $500 million. The Company filed for Chapter 11 bankruptcy protection on January 19, 2010 (Bankr. S.D. Ga. Case No. 10-10134). James T. Wilson, Jr., Esq., who has an office in Augusta, GA, is the Debtor's co-counsel. Lazard Ltd. is the Debtor's financial advisor, while Kurtzman Carson Consultants is its claims agent. The Company listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. The Company's affiliates -- Athens Newspapers, LLC, et al. -- filed separate Chapter 11 petitions. MOUNTAIN VIEW: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Mountain View Manor Limited Partnership P.O. Box 8019 Glendale, AZ 85312 Bankruptcy Case No.: 10-02013 Chapter 11 Petition Date: January 27, 2010 Court: United States Bankruptcy Court District of Arizona (Phoenix) Debtor's Counsel: Jeffrey S. Leonard, Esq. Sacks Tierney P.A.. 4250 N. Drinkwater Blvd., 4th Floor Scottsdale, AZ 85251 Tel: (480) 425-2600 Fax: (480) 970-4610 Email: jeffrey.leonard@sackstierney.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by James H. Custer, president of the general partner of the Company. MTI TECHNOLOGY: Court to Continue Plan Outline Hearing on April 8 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California will continue to consider at a hearing on April 8, 2010, at 10:30 a.m., MTI Technology Corp.'s original Disclosure Statement relating to its Plan of Liquidation. The hearing will be held at Courtroom 5A, 411 W Fourth St., Santa Ana, California. As reported in the Troubled Company Reporter on July 17, 2009, the Plan contemplates the transfer of all assets of the Debtor, including the prosecution of causes of action, to an MTI Liquidating Trust, which will liquidate the assets and distribute the proceeds thereof to holder of allowed claims and allowed unclassified claims in satisfaction of the Debtor's obligations. In the event that all allowed claims are paid in full, any remaining amounts will be turned over by the MTI Liquidating Trust to a "Pour-over Account", and the Equity Disbursing Agent -- who will be appointed by the liquidating trustee -- will make distributions to holders of interests. The Plan classifies and treat claims and interests in this manner: Class Claim/Interest Treatment Recovery ----- -------------- --------- -------- n/a Administrative $456,094 in professional 100% Claims fee claims will be paid in full on the Plan's effective date or to a later specified date. n/a Priority Tax Tax claims totaling 100% Claims $44,700 will be paid before the effective date in full in cash on the effective date or 15 days after the claim is allowed 1 Secured Claim Currently estimated 100% to be zero, any holder of an allowed secured cliam will receive its collateral; proceeds from the sale of its collateral; or cash in the amount of its claim, or other distributions that leaves the rights of the claimants as unimpaired 2 Priority Non Expected to be $663,407, 100% Tax Claims the claims will be paid in cash in full. 3 General Expected to aggregate 11% Unsecured $11,358,866, holders Claims of these claims will receive an allocated interest in the MTI Trust. It will receive a pro rata distribution from the proceeds of the MTI Trust. 4 Subordinated Will receive an 0% General allocated interest Unsecured in the MTI Trust Claims but no distributions will be made to holders of subordinated claims unless all allowed gen. unsecured claims in Class 3 are paid in full. 5 All Interest. All interests will be None cancelled. Each holder will receive pro rata distributions of cash from the Equity Pour-over Account. Holders of claims in Classes 3 and 4 will be entitled to vote on the Plan as their interest are impaired. Holders of interests in Class 5 will be deemed to reject and won't receive ballots from the Debtors. On the effective date, the official committee of unsecured creditors will be disbanded, but members of that committee will form the MTI Trust Committee. Headquartered in Tustin, California, MTI Technology Corp. -- http://www.mti.com/-- was a global provider of end-to-end information infastructure for mid to large size companies. At the time of its bankruptcy filing, the Debtor had three primary groups of assets, the majority of which have now been sold: (1) European Subsidiaries - The Debtor owned all of the issued and outstanding capital stock of each of MTI Technology GmbH, incorporated in Germany, MTI Technology Limited, incorporated in Scotland, and MTI France S.A.S., incorporated in France. (2) A U.S.-based service division known as "Collective", which was acquired by the Debtor approximately 18 months ago. (3) A separate, U.S.-based sales and service division other than Collective. The Company filed for Chapter 11 protection on Oct. 15, 2007 (Bankr. C.D. Calif. Case No. 07-13347). Ivan L. Kallick, Esq., at Mannatt Phelps & Phil; Christine M. Fitzgerald, Esq., and Eve A. Marsella, Esq., at Clarkson, Gore & Marsella APLC, represent the Debtor as counsel. Omni Management Group LLC serves as the Debtor's claim, noticing and balloting agent. The U.S. Trustee for Region 16 appointed nine creditors to serve on an Official Committee of Unsecured Creditors in the Debtor's case. Winthrop Couchot Professional Corporation represents the Committee as general insolvency counsel. As of Aug. 21, 2007, the Debtor had total assets of $19,955,578 and total debts of $33,093,308. NATIONAL HOME: Has Continued Access to JPMorgan Cash Collateral --------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Arkansas authorized, on an interim basis, National Home Centers, Inc., to: -- use the cash securing repayment of obligation to its prepetition lenders; and -- grant adequate protection to its prepetition lenders. A hearing on the Debtor's continued access to cash collateral will be held on February 16, 2010, at Fayetteville Division. JPMorgan Chase Bank, as lender and agent for financial institution The CIT Group/Business Credit, Inc., provided a pre-petition credit facility to the Debtor. As of the Petition Date, the principal amount owed to the secured lenders under the credit agreement dated August 12, 2004, is approximately $11,808,000. The value of the collateral securing the debt as of the petition date is $32,456,706. The value of the collateral upon which the secured lenders would lend was $15,756,135, excluding the value of real estate. The Debtor would use the cash collateral to fund its Chapter 11 case, pay suppliers and other parties. As adequate protection for any diminution in value of the lenders' collateral, the Debtors will grant the prepetition lenders replacement liens, subject to carve out. About National Home Centers National Home Centers, Inc. -- One Source Home & Building Center and Cleburne County Building Center -- operates storage units in Springdale, Arizona. The Company filed for Chapter 11 bankruptcy protection on December 8, 2009 (Bankr. W.D. Ark. Case No. 09- 76195). Charles T. Coleman, Esq.; Judy Simmons Henry, Esq.; and Kimberly Wood Tucker, Esq., at Wright, Lindsey & Jennings assist 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. NATURAL PRODUCTS: Files for Bankruptcy, To Obtain $20MM Financing ----------------------------------------------------------------- Natural Products Group LLC and its affiliates made a voluntary filing under Chapter 11 on January 27 (Bankr. D. Del. Lead Case No. 10-10239). The petition says that Natural Products has assets of $100 million to $500 million against debts of $500 million to $1 billion. Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP, represents the Debtors in their restructuring effort. Tom Hals at Reuters reports that Natural Products expects to emerge from bankruptcy within 60 days. Accoridng to the report, the Company said it wants to borrow $20 million in postpetition financing to fund operations during its bankruptcy. Lenders owed about $530 million will own 85% of the reorganized company's equity under a restructuring plan, and Harvest Partners LP's equity will be wiped out. The Company has $286 million in assets, and $804 million in liabilities, according to a court document. Based in Irvine, California, Natural Products Group owns Nature's Gate line of organic shampoos and soap. NATURAL PRODUCTS: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Natural Products Group, LLC 1209 Orange Street Wilmington, DE 19801 Bankruptcy Case No.: 10-10239 Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. ------ -------- Arbonne Intermerdiate Holdco, Inc. 10-10240 Levlad Intermediate Holdco, Inc. 10-10241 Arbonne International, LLC 10-10242 Levlad, LLC 10-10243 Arbonne Institute of Research and 10-10244 Development, LLC Arbonne International Holdings, Inc. 10-10245 Arbonne International Distribution, Inc. 10-10246 Chapter 11 Petition Date: January 27, 2010 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Brendan Linehan Shannon About the Business: Debtors' Counsel: Eric Michael Sutty, Esq. Fox Rothschild LLP Citizens Bank Center, Suite 1300 919 North Market Street P.O. Box 2323 Wilmington, De 19899-2323 Tel: (302) 654-7444 Fax: (302656-8920 Email: esutty@foxrothschild.com Jeffrey M. Schlerf, Esq. Fox Rothschild LLP Ctizens Bank Center, Suite 1300 919 North Market Street P.O. Box 2323 Wilmington, DE 19899-2323 Tel: (302) 654-7444 Fax: (302) 656-8920 Email: jschlerf@foxrothschild.com John H. Strock, III, Esq. Fox Rothschild LLP 919 N. Market St., Suite 1300 P.O Box 2323 Wilmington, DE 19899-2323 Tel: (302) 427-5510 Fax: (302) 656-8920 Email: jstrock@frof.com Estimated Assets: $100,000,001 to $500,000,000 Estimated Debts: $500,000,001 to $1,000,000,000 A full-text copy of the Debtor's petition, including a list of its 30 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/deb10-10239.pdf Debtor's List of 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wilmington Trust FSB Bank Loan $201,729,032 Attn: Boris Treyger 591 Broadway, Suite 2A New York, NY 10012 Corwood Laboratorie Vendor $594,784 Attn: Gayle Smart 55 Arkay Drive Hauppauge, NY 11788 CRODA Vendor $374,782 Attn: Corporate Officer/ Authorized Agent 300A Columbus Circle Edison, NJ 08837-3907 Tiffany & Co. Vendor $351,099 Attn: Corporate Officer/ Authorized Agent 727 Fifth Ave. New York, NY 10022 DesignWorx Packaging Inc. Vendor $292,574 Attn: Laura Nakauchi/ Debbie Monroe 31 Orchard Road Lake Lake Forest, CA 92630 Thoro Packaging Vendor $243,006 Attn: Corporate Officer/ Authorized Agent Ross Organic Specialty Vendor $241,807 Sales Attn: Corporate Officer/ Authorized Agent Crystal International Vendor $219,217 Attn: Corporate Officer/ Authorized Agent Oxygen-Development Vendor $200,849 Attn: Corporate Officer/ Authorized Agent Ashland Chemical Vendor $179,144 Attn: Virginia Clark Berlin Packaging LLC Vendor $145,388 Attn: Evelyn Anderson SILAB Vendor $124,560 Attn: Corporate Officer/ Authorized Agent UBS Printing Group Inc. Vendor $121,849 Attn: Corporate Officer/ Authorized Agent Cosmolab Inc. Vendor $113,715 Attn: Jeff Kinnaird Unix Industries Inc. Vendor $110,722 Attn: Corporate Officer/ Authorized Agent Chemtec Chemical Vendor $107,971 Attn: Kathy De Santos Elcos Co Ltd. Vendor $107,906 Attn: Corporate Officer/ Authorized Agent Acupac Packaging In Vendor $102,467 Attn: Carol Starr Gattefosse Vendor $101,802 Attn: Corporate Officer/ Authorized Agent Impress Communications Vendor $100,635 Inc. Attn: Corporate Officer/ Authorized Agent Al-Chain Limited Vendor $98,038 Attn: Corporate Officer/ Authorized Agent Golden State Container Vendor $97,439 Attn: Corporate Officer/ Authorized Agent Compax Vendor $92,394 Attn: Jacqui Mansur Sutton Meridian Graphics Vendor $91,296 Attn: Craig Miller Natural Alternatives Vendor $89,768 International Attn: Corporate Officer/ Authorized Agent AT&T Vendor $89,316 Attn: Legal Office/ Bankruptcy Department Univar USA Inc. Vendor $86,443 Attn: Inara Alksnis Seppic Inc. Vendor $76,821 Attn: Corporate Officer/ Authorized Agent Symrise Vendor $75,430 Attn: Corporate Officer/ Authorized Agent Private Label Cosmetics Vendor $70,019 Inc. Attn: Debra Shaver The petition was signed by Mark I. Lehman, chief financial offier and secretary of the Company. NEENAH FOUNDRY: Dale Parker On Board as Chief Financial Officer --------------------------------------------------------------- Neenah Enterprises, Inc., said Dale E. Parker, currently the Chief Financial Officer of PaperWorks Industries Inc., in Philadelphia, Pennsylvania, has accepted the position of Chief Financial Officer for NEI. Mr. Parker will replace Jeffrey S. Jenkins, who resigned for personal reasons and will return to the Lincoln, Nebraska area. Mr. Jenkins has agreed to continue to be available to support NEI for a six-month transition period. Mr. Parker, 58, who has an MBA from Xavier and is a CPA, has served as Chief Financial Officer at various public and private companies, including 6 years as Vice President and Chief Financial Officer at Appleton Papers, where he also served on the Board of Directors. From May 2007 to December 2008, Mr. Parker served as Chief Financial Officer of Paper Resources Inc., a producer of medium and consumer packaging. From September 2006 to May 2007, Mr. Parker was Chief Financial Officer at Vitex Packaging Group, a manufacturer of packaging for tea and coffee brands. From 2000 to 2006, Mr. Parker served as Vice President, Chief Financial Officer, and board member of Appleton Papers, Inc. Mr. Parker has also been a director of Hickory Tech Corporation since 2006 and has served as Vice Chair of the Hickory Tech Board of Directors since January 2009. From June 1975 to January 2000, Mr. Parker worked with Black Clawson Companies, in Cincinnati, New York and Baltimore where he last served as Vice President and Chief Financial Officer. The principal terms of Mr. Parker's employment include (i) a base salary of $250,000, (ii) participation in the Company's annual incentive plan, with an annual cash target award of 40% of his base salary, (iii) participation in an interim long term incentive plan in the amount of 40% of his base salary, (iv) participation in executive benefit plans that are made available to other comparable executives, which includes health and life insurance benefits and use of a Company car, and (v) payment or reimbursement of certain relocation expenses. "We look forward to someone of Dale's experience and seniority joining our team," said NEI President and Chief Executive Officer, Bob Ostendorf. "As NEI continues to navigate through challenging financial times, Dale's leadership ability will be a valuable asset. We are also grateful that Jeff will be available to support an orderly transition. In addition, we would like to thank Jeff for his significant contribution over the twenty (20) years of service he has provided to NEI (Deeter). We wish him well in his personal and professional life." About Neenah Enterprises & Neenah Foundry Headquartered in Neenah, Wisconsin, Neenah Enterprises, Inc. -- http://www.nfco.com/-- is the indirect parent holding company of Neenah Foundry Company. Neenah Foundry Company and its subsidiaries manufacture and market a wide range of iron castings and steel forgings for the heavy municipal market and selected segments of the industrial markets. Neenah is one of the largest independent foundry companies in the United States, with substantial market share in the municipal and various industrial markets for gray and ductile iron castings and forged steel products. Neenah Enterprises (formerly ACP Holding Company) has no business activity other than its ownership of NFC Castings, Inc. Neenah Foundry is a wholly owned subsidiary of NFC Castings, Inc. Going Concern Doubt As reported by the Troubled Company Reporter on January 18, 2010, Ernst & Young LLP, in Milwaukee, Wisconsin, expressed substantial doubt about Neenah Foundry Company and subsidiaries' ability to continue as a going concern after auditing the Company's consolidated financial statements as of and for the years ended September 30, 2009, and 2008. The independent public accounting firm pointed to the Company's recurring losses and lack of liquidity. The Company failed to satisfy its minimum fixed charge coverage ratio under the 2006 Credit Facility with respect to its 2009 fiscal year. On November 10, 2009, the borrowers under the 2006 Credit Facility entered into a forbearance agreement with the lenders of the 2006 Credit Facility. Pursuant to the forbearance agreement, the lenders agreed to, among other things, forbear from exercising certain of the lenders' rights and remedies in respect of or arising out of certain specified defaults that had occurred as of November 10, 2009, and that are expected to occur during the effective period of the forbearance agreement Effective December 23, 2009, the lenders agreed to, among other things, waive certain additional specified defaults. The forbearance agreement has been extended several times, and is currently slated to expire January 29, 2010. In the event the lenders under the 2006 Credit Facility cause the amounts borrowed to become due and immediately payable, the 9-1/2% Notes and 12-1/2% Notes would also become due and immediately payable. In addition, the Company has not made the interest payments due January 1, 2010, on its 9-1/2% Notes and 12-1/2% Notes and may not be able to make such payments prior to the expiration of the applicable grace period. NEENAH FOUNDRY: Absent Extension, Forbearance Pact Expires Today ---------------------------------------------------------------- Neenah Foundry Company and certain subsidiaries of Neenah on November 10, 2009, entered into an Amendment No. 2 to Amended and Restated Loan and Security Agreement and Forbearance Agreement with Bank of America, N.A., as administrative agent and as a lender, and the other lenders party thereto, with respect to an Amended and Restated Loan and Security Agreement, dated as of December 29, 2006, among the Borrowers and the Lenders from time to time party thereto. Pursuant to the Forbearance Agreement, the Lenders agreed to, among other things, forbear from exercising certain of the Lenders' rights and remedies in respect of or arising out of certain specified defaults through December 23, 2009, which was subsequently extended through January 22, 2010. Effective as of January 22, 2010, the Borrowers entered into a Third Forbearance Extension with the Lenders, pursuant to which the Lenders agreed to, among other things, extend the expiration date of the Forbearance Agreement to January 29, 2010. The Borrowers paid an extension fee of $25,000 in connection with the extension. About Neenah Enterprises & Neenah Foundry Headquartered in Neenah, Wisconsin, Neenah Enterprises, Inc. -- http://www.nfco.com/-- is the indirect parent holding company of Neenah Foundry Company. Neenah Foundry Company and its subsidiaries manufacture and market a wide range of iron castings and steel forgings for the heavy municipal market and selected segments of the industrial markets. Neenah is one of the largest independent foundry companies in the United States, with substantial market share in the municipal and various industrial markets for gray and ductile iron castings and forged steel products. Neenah Enterprises (formerly ACP Holding Company) has no business activity other than its ownership of NFC Castings, Inc. Neenah Foundry is a wholly owned subsidiary of NFC Castings, Inc. NOVELOS THERAPEUTICS: Reduces Shares to Be Registered ----------------------------------------------------- Novelos Therapeutics, Inc., filed with the Securities and Exchange Commission Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933. On September 15, 2009, Novelos Therapeutics filed a Registration Statement on Form S-1 (File No. 333-161922) registering the resale, from time to time, of 58,745,592 shares of the Company's common stock, par value $0.00001 per share, issuable upon conversion of Series E preferred stock and upon exercise of warrants held by the selling stockholders named therein. Amendment no. 2 to the Registration Statement reduces the number of shares registered thereunder to 19,000,000, all of which shares are issuable upon conversion of the Company's Series E preferred stock. The Company withdraws the registration of the remaining 39,475,592 shares of common stock. A full-text copy of the Amendment to the Registration Statement is available at no charge at http://ResearchArchives.com/t/s?4ed1 About Novelos Therapeutics Based in Newton, Massachusetts, Novelos Therapeutics, Inc. is a drug development company focused on the development of therapeutics for the treatment of cancer and hepatitis. Novelos owns exclusive worldwide intellectual property rights (excluding Russia and other states of the former Soviet Union, but including Estonia, Latvia and Lithuania) related to certain clinical compounds and other pre-clinical compounds based on oxidized glutathione. At September 30, 2009, the Company had $5,996,461 in total assets against total current liabilities of $7,408,800, deferred revenue -- noncurrent of $408,334, redeemable preferred stock of $20,381,810. At September 30, 2009, the Company had accumulated deficit of $63,211,609 and stockholders' deficiency of $22,202,483. Novelos Therapeutics said it will require additional capital to continue operations beyond the third quarter of 2010. Novelos Therapeutics noted the report from its independent registered public accounting firm dated March 17, 2009 and included with its annual report on Form 10-K indicated that factors existed that raised substantial doubt about its ability to continue as a going concern. NOVELOS THERAPEUTICS: Registers 12.5MM Shares Under Employee Plans ------------------------------------------------------------------ Novelos Therapeutics, Inc., filed with the Securities and Exchange Commission a Form S-8 Registration Statement to register in the aggregate 12,509,825 shares issuable under the Novelos Therapeutics, Inc. 2006 Stock Incentive Plan; 2000 Stock Option and Incentive Plan; Nonqualified Option Issuances. A full-text copy of the Registration Statement is available at no charge at http://ResearchArchives.com/t/s?4ed2 About Novelos Therapeutics Based in Newton, Massachusetts, Novelos Therapeutics, Inc. is a drug development company focused on the development of therapeutics for the treatment of cancer and hepatitis. Novelos owns exclusive worldwide intellectual property rights (excluding Russia and other states of the former Soviet Union, but including Estonia, Latvia and Lithuania) related to certain clinical compounds and other pre-clinical compounds based on oxidized glutathione. At September 30, 2009, the Company had $5,996,461 in total assets against total current liabilities of $7,408,800, deferred revenue -- noncurrent of $408,334, redeemable preferred stock of $20,381,810. At September 30, 2009, the Company had accumulated deficit of $63,211,609 and stockholders' deficiency of $22,202,483. Novelos Therapeutics said it will require additional capital to continue operations beyond the third quarter of 2010. Novelos Therapeutics noted the report from its independent registered public accounting firm dated March 17, 2009 and included with its annual report on Form 10-K indicated that factors existed that raised substantial doubt about its ability to continue as a going concern. PENN TRAFFIC: Gets Final OK to Access Secured Lenders Cash ---------------------------------------------------------- The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware, in a final order, authorized The Penn Traffic Company, et al., to use the cash collateral securing their obligation to their prepetition lenders. The Debtors would use the money to fund their Chapter 11 case, pay suppliers and other parties. Prepetition the Debtors entered into two credit facilities: (1) the first lien credit facility -- with General Electric Capital Corporation as the administrative agent -- which provided a (a) revolving credit facility in the aggregate principal amount of $50,000,000 inclusive of a letter of credit facility in the aggregate principal amount of $47,500,000 and a swing line facility in the aggregate principal amount of $7,500,000 and (b) a term loan in the aggregate principal amount of $6,000,000; and (2) the second lien credit facility -- with Kimco Capital Corp. as administrative agent -- a term loan in the aggregate principal amount of $10,000,000. As adequate protection for any diminution in value of their collateral postpetition, the first lien agent and first lien lenders are granted valid, perfected and enforceable security interest upon all of the assets of the Debtors. The first lien agent is granted an administrative claim and will be paid cash payments of interest at the default rate and at the times required under the first lien credit agreements. The Debtors will also pay to any bank issuing postpetition letters of credit and the first lien agent for itself and on behalf of the first lien lenders any reasonable fees and expenses of legal counsel, financial advisors, auditors, appraisers and other consultants within ten business days after the delivery of an invoice. The second lien agent and second lien lenders are granted valid, perfected and enforceable security interest subject to the terms and conditions equivalent to a lien granted under Bankruptcy Code sections 364(c) and (d) in the Collateral. The Second Lien Agent is granted an administrative claim and will also be paid cash payments of interest at the default rate and at the times required under the second lien credit agreements. The Debtors will pay to second lien agent for itself and on behalf of the second lien lenders any reasonable fees and expense of legal counsel, 10 business days after the delivery of an invoice. The Debtor's access to the cash collateral will terminate on (i) May 31, 2010, or (ii) the occurrence of a termination event. About Penn Traffic Syracuse, New York-based The Penn Traffic Company -- dba P&C Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets in Pennsylvania, upstate New York, Vermont, and New Hampshire under the Bilo, P&C and Quality trade names. The Company filed for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Delaware Case No. 09-14078). Ann C. Cordo, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist the Company in its restructuring effort. Donlin Recano is the Company's claims agent. The Company listed $150,347,730 in assets and $136,874,394 in liabilities as of May 4, 2009. These affiliates also filed separate Chapter 11 petition: Sunrise Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; P and C Food Markets, Inc. of Vermont; and P.T. Development, LLC. PH GLATFELTER: Moody's Assigns 'Ba2' Rating on $100 Mil. Notes -------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to P. H. Glatfelter's proposed $100 million senior notes due 2016 and assigned an SGL-2 speculative grade liquidity rating. The rating outlook is stable. The expected use of proceeds from the note offering is to partially fund the recently announced acquisition of Concert Industries Corporation, a manufacturer of highly absorbent cellulose-based airlaid non-woven materials. The new notes will be unsecured and will rank equally in right of payment with all of the company's existing senior unsecured indebtedness. Glatfelter's Ba2 corporate family rating reflects the company's leading market position in niche segments of the specialty paper markets, the company's timberland holdings whose sale proceeds may be used for debt reduction and the company's limited exposure to commodity products. Offsetting these strengths is the decreasing demand for some of the company's paper products due to electronic substitution and competition from other grades of paper, the company's relatively small size, and the company's exposure to potential contingencies associated with environmental issues. The declining demand for the company's products such as carbonless papers requires the company to continually invest to develop new products and business initiatives. The SGL-2 liquidity rating indicates that Glatfelter has a good liquidity profile supported by expectations of positive free cash flow generation over the next four quarters, significant availability under its revolving credit facilities, and expectations that compliance with financial covenants will not pose a problem over the near term. Moody's considers Glatfelter's alternative liquidity potential to be strong due to the remaining timberlands that can be sold to augment liquidity. Glatfelter's current cash position of approximately $136 million will significantly decrease when the acquisition is financed. The company has no material term debt maturities until 2016, however, the company's revolving credit facility which may be used to partially finance the acquisition, is set to expire in April 2011. The stable rating reflects Moody's expectations that Glatfelter's earnings and cash flow metrics will remain appropriate to support a Ba2 rating over the near-to-mid term. Assignments: Issuer: P. H. Glatfelter Company -- Speculative Grade Liquidity Rating, Assigned SGL-2 -- Senior Unsecured Regular Bond/Debenture, Assigned Ba2, LGD4, 56% Moody's last rating action was on January 14, 2010, when Glatfelter's Ba2 corporate family and senior unsecured debt ratings were affirmed following the company entering into a definitive agreement to acquire Concert. Headquartered in York, Pennsylvania, Glatfelter is a manufacturer of specialty papers and engineered products. The North American based Specialty Papers business includes papers used for book publishing, envelope and lightweight printing, carbonless paper and engineered products used for digital printing, graphics applications, signage and labeling. The European based Composite Fibers business includes tea bags, coffee filters, metallized labels, laminate flooring and counter tops. QUANTUM CORP: Amends Bylaws to Implement Majority Vote Standard --------------------------------------------------------------- The Board of Directors of Quantum Corporation on January 20, 2010, approved and adopted an amendment to the Company's bylaws to implement a majority vote standard for directors in an uncontested election of directors. Under the majority vote standard, to be elected to the Board in an uncontested election, a nominee director must receive a greater number of votes "for" than votes "against." The bylaws retain plurality voting for contested elections. The Amendment became effective upon adoption by the Board. In connection with the Amendment, the Board also adopted a policy in furtherance of the majority voting principles of the Amendment. Under the Board's policy, in uncontested elections, an incumbent director nominee who does not receive the required votes for re- election is expected to tender his or her resignation to the Board. The Corporate Governance and Nominating Committee will recommend to the Board whether to accept or reject the tendered resignation, and the Board will act on the committee's recommendation. About Quantum Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. As of September 30, 2009, the Company had $501.6 million in total assets against $247.2 million in total current liabilities and $352.9 million in total long-term liabilities, resulting in $98.5 million in stockholders' deficit. * * * As reported by the Troubled Company Reporter on July 10, 2009, Standard & Poor's Ratings Services raised its corporate credit rating on Quantum Corp. to 'B-' from 'CC'. S&P also raised the company's subordinated rating to 'CCC' from 'C'. S&P has removed all ratings from CreditWatch, where they were placed on April 3, 2009. The outlook is negative. The TCR said July 8, 2009, Moody's Investors Service upgraded Quantum's corporate family rating and probability of default rating each to B3, from Caa1 and Ca, respectively, following the announcement that the Company has repurchased more than $135 million of its 4.375% Convertible Subordinated Notes due 2010. The rating outlook is positive. QUANTUM TECHNOLOGIES: Receives Delisting Notice From Nasdaq ----------------------------------------------------------- Quantum Fuel Systems Technologies Worldwide, Inc., announced that on January 26, 2010, it filed its Annual Report on Form 10-K for the fiscal year ended April 30, 2009. The Company remains delinquent in filing its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009. As previously reported, The Nasdaq Stock Market granted the Company an exception until January 25, 2010, to file the Annual Report and the Quarterly Reports and regain compliance with Nasdaq's Listing Rule 5250(c)(1). Because the Company was unable to file the Quarterly Reports and regain full compliance with the Nasdaq Rule by January 25, 2010, on January 26, 2010, the Company received a letter from Nasdaq stating that the Company's common stock will be delisted from the Nasdaq Global Market at the opening of business on February 4, 2010, unless the Company requests an appeal by February 2, 2010. The Company will appeal the staff determination by requesting a hearing with a Nasdaq Hearings Panel. The hearing request will automatically stay the delisting for a period of 15 calendar days, until February 17, 2010. The Company's common stock will continue to trade on Nasdaq during the automatic 15 day stay period. Although the Company expects to file the delinquent Quarterly Reports on or before February 17, 2010, the Company will request a stay of the delisting past February 17, 2010, through the hearing date to provide the Company with additional time, if required, to file the delinquent Quarterly Reports. If the Company's request is granted to stay the delisting past February 17, 2010, through the hearing date, then the Company's common stock will continue to trade on Nasdaq through the hearing date. There can be no assurance, however, that the Company's request to stay the delisting past February 17, 2010, will be granted. 2009 Annual Meeting of Stockholders and Stockholder Proposals On January 26, 2010, Quantum announced that it will hold its 2009 Annual Meeting of Stockholders on March 30, 2010. Because the date of the 2009 Annual Meeting has been moved by more than 30 days from the date of the Company's 2008 Annual Meeting of Stockholders, proposals of stockholders intended to be included in the Company's proxy materials for the 2009 Annual Meeting must be received by the Company prior to the close of business on February 6, 2010. Such proposals must be sent to the Corporate Secretary at 17872 Cartwright Road, Irvine, California 92614. All proposals must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals failing to comply with the procedures of Rule 14a-8 will be excluded. Stockholders also have the right under the Company's Amended and Restated Bylaws to directly nominate director candidates and make other stockholder proposals by following specified procedures in advance notice provisions in the Bylaws. A stockholder proposal not included in the Company's proxy materials for the 2009 Annual Meeting will not be eligible for presentation at the 2009 Annual Meeting unless the stockholder gives timely notice of the proposal in proper written form to the Corporate Secretary at the address above and otherwise complies with the provisions in the Bylaws pertaining to stockholder proposals. Pursuant to the Bylaws, in order for notice of a stockholder proposal to be timely given, such notice must be received by the Corporate Secretary not later than the close of business on February 6, 2010. Such notice must set forth for each matter proposed to be brought before the 2009 Annual Meeting (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (i) the name and address of such stockholder, as they appear on the Company's books, and of such beneficial owner, and (ii) the class and number of shares of the Company which are owned beneficially and of record by such stockholder and such beneficial owner. About Quantum Quantum Fuel Systems Technologies Worldwide, Inc., a fully integrated alternative energy company, -- http://www.qtww.com/-- is a leader in the development and production of advanced propulsion systems, energy storage technologies, and alternative fuel vehicles. Quantum's portfolio of technologies includes advanced lithium-ion battery systems, electronic controls, hybrid electric drive systems, hydrogen storage and metering systems, and alternative fuel technologies that enable fuel efficient, low emission hybrid, plug-in hybrid electric, fuel cell, and alternative fuel vehicles. Quantum's powertrain engineering, system integration, vehicle manufacturing, and assembly capabilities provide fast-to-market solutions to support the production of hybrid and plug-in hybrid, hydrogen-powered hybrid, fuel cell, alternative fuel, and specialty vehicles, as well as modular, transportable hydrogen refueling stations. Quantum's customer base includes automotive OEMs, dealer networks, fleets, aerospace industry, military and other government entities, and other strategic alliance partners. RONNAL LONDON: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Joint Debtors: Ronnal London Sharon London 2000 Morgan Road Southlake, TX 76092 Bankruptcy Case No.: 10-40570 Chapter 11 Petition Date: January 27, 2010 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: D. Michael Lynn Debtors' Counsel: Eric A. Liepins, Esq. 12770 Coit Rd., Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 Email: eric@ealpc.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $4,221,300 and total debts of $1,641,967. A full-text copy of the Debtors' petition, including a list of their 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/txnb10-40570.pdf The petition was signed by the Joint Debtors. SCHARF PROPERTIES: Files for Chapter 11 Bankruptcy in Portland -------------------------------------------------------------- Darryl Swan at The South County Spotlight says Scharf Properties Ltd. filed for bankruptcy in U.S. Bankruptcy Court in Portland. A second meeting of creditors was on Jan. 26, 2010, in response to an earlier meeting in which the company's general partner David Scharf failed to appear. According to the report, the Company stood the most to gain from last year's $4.2 million federal stimulus package for the extension of Havlik Road. SEA ISLAND: Has Forbearance Agreement with Lending Group -------------------------------------------------------- Sea Island Company's Board of Directors has approved the retention of an investment bank to review strategic alternatives for the Company. At the same time, the Company said it has reached a forbearance agreement with its lending group after defaulting on its three-year debt restructuring agreement. The decision to retain an investment bank has the full support of the lending group, led by Columbus Bank and Trust, and the review is expected to be completed in a timely manner. The Company is confident it has sufficient liquidity to maintain its high standards of member and guest services throughout this process. "Over the past year-and-a-half, Sea Island's management and Board of Directors have taken decisive action to address the significant downturn of our industry and our near-term obligations to lenders. Unfortunately, even as we took these prudent actions, the market deterioration continued," stated Bill Jones III, Chairman and Chief Executive Officer of Sea Island Company, in messages to employees and members. "Nevertheless, we have continued Sea Island's legacy of 'service from the heart' throughout this period, earning four 2010 Forbes Five-Star Awards from Forbes Travel Guide. This is a testament to the dedication and perseverance of our employees and our enduring commitment to members." David Bansmer, President and Chief Operating Officer of Sea Island Company, added, "Reaching an agreement with our lenders is an important step for Sea Island because it gives our Company the necessary time to address our loan situation in an orderly manner. We expect our investment banking partner, which we anticipate will have a strong record in advising on corporate transactions, to provide us with important strategic options for consideration. Meanwhile, we at Sea Island will remain focused on what we do best -- providing superior service to our members and guests." The Company emphasized there will be no impact on services at The Cloister, The Lodge or the golf facilities during this period. Sea Island Company, the PGA TOUR, the Davis Love Foundation and RSM McGladrey confirmed that these actions will have no bearing on the planning, staging or quality of The McGladrey Classic, which was announced on January 19 and will be held at Sea Island's Seaside Course on October 7-10. The Company said it does not intend to disclose developments regarding the review of strategic alternatives, other than the retention of the investment bank, unless and until an agreement has been reached. A private resort and real estate development company founded in 1926, Sea Island Company today owns and operates the Forbes Five- Star Cloister at Sea Island and the Forbes Five-Star, AAA Five- Diamond Lodge at Sea Island Golf Club. Sea Island Resorts includes championship golf courses, Golf Learning Center, the Forbes Five- Star Georgian Room restaurant, extensive recreational facilities and children's programs, and the Forbes Five-Star Cloister. SEDGWICK CMS: Moody's Affirms Corporate Family Rating at 'B1' ------------------------------------------------------------- Moody's Investors Service has affirmed the ratings of Sedgwick CMS Holdings, Inc. (corporate family and senior secured credit facility ratings of B1), reflecting the company's stable earnings, offset by its high financial leverage. The rating outlook remains stable based on Moody's view that Sedgwick will maintain or increase its revenue, generate consistent operating earnings, and will continue to pay down debt with free cash flow. Sedgwick's B1 ratings reflect the company's substantial financial leverage, which leads to a low level of financial flexibility and somewhat weak interest and fixed charge coverage. Though leverage metrics have improved in recent years, some uncertainty exists regarding Sedgwick's long term capital targets given the company's partial ownership by private equity firms who tend to favor high leverage. There is also a potential for changes in ownership given that Sedgwick's largest shareholder, Fidelity National, has indicated that it may exit its ownership in the company over the medium term. An additional challenge for the company is its fairly ambitious long term growth plan, which may be difficult to achieve given generally flat to declining claim frequency trends in the US. Helping to offset these risks is Sedgwick's status as a market leader in the claims management sector, its diverse customer base, product line and geographic spread and its strong historic organic revenue growth. As a service provider to insurance companies and self-insured entities, Sedgwick also benefits from a fairly stable earnings profile, due to the relatively high switching costs faced by customers, a stable cost structure, and the lack of exposure to insurance underwriting risk. "Sedgwick's operating margins have remained steady despite a challenging economic environment, and Moody's expect profitability to remain stable in 2010," said Moody's Senior Credit Officer Paul Bauer. "Even though declining US employment levels decreases the overall volume of workers compensation business and so creates a drag on Sedgwick's underlying claims servicing revenue base, the company has benefited from it strong client relationships and has continued to generate modest organic growth by adding customers." Moody's cited these factors that could lead to a rating upgrade for Sedgwick: (i) a long term commitment to lower financial leverage (i.e .debt-to-EBITDA below 4x), (ii) free cash flow-to- debt of 8% or better, and (iii) Interest coverage above 3x. Conversely, these factors that could lead to a downgrade: (i) debt-to-EBITDA ratio over 5x, (ii) free cash flow-to-debt of 5% or less, or (iii) interest coverage below 2x. Moody's last rating action on Sedgwick took place on September 6, 2006, when the rating agency affirmed the B1 rating on the senior secured credit facility of Sedgwick and assigned a B1 corporate family rating to the company. Sedgwick is one of the largest claims service providers in the United States. The company processes claims for a wide range of insurance product lines including workers' compensation, general liability, and disability insurance. For the trailing 12 months through September 2009, the company generated revenues of $702 million. The firm is owned by Fidelity National Financial; UnitedHealth Group; Thomas H. Lee Partners, L.P.; and Evercore Capital Partners. SEVEN SEAS: Moody's Assigns 'Caa1' Rating on $200 Mil. Notes ------------------------------------------------------------ Moody's Investors Service assigned a Caa1 rating to Seven Seas Cruises S. DE R.L.'s proposed $200 million guaranteed senior secured 2nd lien notes due 2017. Moody's also assigned a B3 Corporate Family Rating, B3 Probability of Default Rating, and stable rating outlook. Proceeds from the proposed note offering will be used to re- finance existing debt, cash collateralize letters of credit, and increase unrestricted cash balances. Ratings are subject to final documentation. Seven Seas' B3 Corporate Family Rating reflects the company's substantial leverage. For the twelve month period ending September 30 2009 -- and attributing 50% of the outstanding amount of subordinated debt ($422.6 million) at the ultimate parent level to Seven Seas capital structure -- debt to EBITDA was over 10 times. Other credit concerns include the company's small scale and narrow business focus. Seven Seas operates with only three passenger cruise ships and caters exclusively to one segment of the cruise industry -- the luxury market. As a result, earnings are vulnerable if a ship were to be out of service or if the market for luxury cruises were disrupted for any reason. Positive ratings considerations are given to Seven Seas' strong forward bookings, higher expected yields, lower capital expenditure requirements, and expectation that the company will apply future free cash flow towards debt reduction. The stable rating outlook anticipates that Seven Seas will be able to steadily reduce its debt to EBITDA over the next 2 years to 7 times and improve its EBITDA minus capital expenditures to interest coverage to at least 1.5 times over that same period. The stable outlook also expects the company will maintain its good liquidity profile. New ratings assigned: * Corporate Family Rating at B3 * Probability of Default Rating at B3 * $200 million guaranteed senior secured 2nd lien notes due 2017 at Caa1 (LGD 4, 65%) Seven Seas is a cruise ship operator that targets the luxury segment of the cruise industry. Seven Seas was acquired by Prestige Cruise Holdings, Inc., in January 2008. PCH also owns and operates Oceania Cruises, Inc. SHAMIM IFTIKHAR: Case Summary & 2 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Shamim Iftikhar 13448 Long Days Court Highland, MD 20777 Bankruptcy Case No.: 10-11754 Chapter 11 Petition Date: January 27, 2010 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Nancy V. Alquist Debtor's Counsel: Robert B. Greenwalt, Esq. Greenwalt & Sigler 2926 E. Cold Spring Lane Baltimore, MD 21214 Tel: (410) 426-1690 Email: attyrsigler@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 2 largest unsecured creditors is available for free at: http://bankrupt.com/misc/mdb10-11754.pdf The petition was signed by Shamim Iftikhar. SIRIUS XM: S&P Raises Corporate Credit Rating to 'B' From 'B-' -------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Sirius XM Radio Inc. and its subsidiaries, XM Satellite Radio Holdings Inc. and XM Satellite Radio Inc. (which S&P analyze on a consolidated basis), to 'B' from 'B-'. The rating outlook is positive. S&P's outstanding issue-level ratings on the company were also raised by one notch, in conjunction with the corporate credit rating change. New York-based Sirius XM had total debt outstanding of $3.4 billion as of Sept. 30, 2009. "The rating upgrade reflects improving operating performance, the resumption of subscriber growth, and positive discretionary cash flow since Sirius XM's July 2008 acquisition of XM Satellite Radio Holdings Inc.," said Standard & Poor's credit analyst Hal Diamond. The 'B' rating reflects the company's high debt leverage, weak interest coverage, and dependence on weak U.S. automotive sales. Sirius XM's position as the only U.S. satellite radio operator, integration-related operating synergies, and cost savings are modest positives that do not offset these risks. Based on the company's 2009 preliminary EBITDA, debt to EBITDA is steep, at just below 8.0x, and EBITDA coverage of interest expense was thin, at 1.2x. The company has also indicated that discretionary cash flow will exceed $100 million in 2009, representing an EBITDA conversion of over 20%. Consolidated pro forma discretionary cash flow was negative $572 million in 2008. S&P believes that it may be difficult for Sirius XM to meaningfully increase discretionary cash flow in 2010 in light of high satellite investment requirements. Sirius XM will continue to operate separate satellite infrastructures at the Sirius and XM companies over the intermediate term due to the formidable cost and limited benefit of integrating them. In the first quarter of 2009, Liberty Media Corp. made loan commitments to Sirius XM and its subsidiaries totaling $530 million, which have been fully repaid with proceeds from a recent debt refinancing. Standard & Poor's attributes no credit support from Liberty Media, which received a 40% equity interest in Sirius XM in partial consideration of the loans. SONIC AUTOMOTIVE: Moody's Upgrades Corporate Family Rating to 'B2' ------------------------------------------------------------------ Moody's Investors Service upgraded to B2 from Caa1 the Corporate Family and Probability of Default ratings of Sonic Automotive, Inc., as well as certain individual debt issues. These ratings were left on review for further possible upgrade. These rating actions follow Sonic's recent establishment of a new working capital and floorplan revolving credit facility, replacing a credit facility which was set to expire in February 2010. "This new credit facility, while smaller in size than the predecessor, should provide Sonic with sufficient liquidity, and removes a significant short-term ratings issue", stated Moody's Senior Analyst Charlie O'Shea. "This new facility serves to round out the reconfiguring of the company's capital structure that was necessary for Sonic to maintain adequate liquidity". Moody's continuing review will focus primarily on the prospects for Sonic to improve its operating performance and credit metrics going forward, as well as the overall trends in the auto retailing segment in 2010 and beyond. Ratings upgraded and left on review for further possible upgrade, and LGD point estimates updated include: * Corporate Family Rating to B2 from Caa1 * Probability of Default Rating to B2 from Caa1 * Senior guaranteed subordinated notes to Caa1 (LGD 6, 90%) from Caa3 (LGD 5, 84%), * Senior convertible subordinated notes to Caa1 (LGD 6, 96%) from Caa3 (LGD 6, 95%). The last rating action for Sonic was the September 18, 2009, affirmation of the Caa1 Corporate Family and Probability of Default ratings, with the outlook changed to positive from negative. Sonic Automotive, Inc., based in Charlotte, North Carolina, is a leading operator of automobile dealerships in the U.S., wit annual revenues of approximately $5 billion. SOUTH FINANCIAL: Fitch Junks Issuer Default Rating From 'B-' ------------------------------------------------------------ Fitch Ratings has downgraded the ratings for The South Financial Group, Inc., and its principal banking subsidiary, Carolina First Bank, including the long-term Issuer Default Rating to 'CC' from 'B-'. All ratings have been removed from Rating Watch Negative. Fitch's downgrade of TSFG's ratings follows the company's release of fourth quarter 2009 (4Q'09) operating results including a loss of $193.9 million and the announcement of deferral on its preferred instruments. Fitch had previously downgraded TSFG's ratings on Jan. 13, 2010 following an expanded review of commercial real estate exposures for banking and thrift institutions. Based on this analysis, Fitch believed TSFG would suffer further and material capital losses over the coming quarters. In the earlier press release Fitch also stated that if TSFG is unable to raise capital to cover losses from its loan portfolio, the risk of deferral of preferred stock dividends would increase significantly. The company's 4Q'09 loss materially reduced tangible common equity to 3.67% of tangible assets at Dec. 31, 2009, from 5.25% at Sept. 30, 2009. While TSFG remains 'well capitalized' by regulatory standards, continued high loss levels as the company deals with problem loans have quickly eroded the company's capital cushion. As evidenced this quarter, TSFG has had some success modestly reducing NPA levels and NCOs. However, Fitch's current ratings reflect the belief that TSFG is likely to require additional capital to survive. Fitch considers TSFG's deferral on its preferred securities to be non-performance, which translates into a 'C' rating. Fitch has applied a liquidation scenario to TSFG's balance sheet to determine the recovery prospects of the rated obligations. This approach is consistent with Fitch's 'Recovery Ratings for Financial Institutions' dated Dec. 30, 2009. Using this approach, Fitch has determined the recovery potential for uninsured depositors to be in the range of 51% to 70%, which is consistent with an 'RR3' and the assignment of a rating that is one notch higher than the bank's IDR. The same liquidation scenario presents minimal recovery potential, less than 10%, for the holders of preferred obligations of the holding company and Fitch maintains a recovery rating of 'RR6' on the preferred securities of TSFG. The immediate recovery recognized by depositors in the event of a seizure could be higher than the aforementioned range if a subsequent sale is consummated quickly and the acquiring institution bids for the entire deposit base. Fitch does not envision such a sale improving the recovery prospects for the rated preferred obligations. Additional rating actions include lowering the Individual Rating to 'E' from 'D/E' and downgrading the ratings for TSFG's preferred securities to 'C/RR6' from 'CC/RR6'. TSFG announced that the company will be deferring on its dividend payments for these securities, including its $347 million of preferred stock issued to the U.S. Treasury as part of the capital purchase program. The South Financial Group, Inc., is a $11.9 billion bank holding company headquartered in Greenville, SC that operates a branch network of 177 offices. It operates as Carolina First Bank in North Carolina and South Carolina and under the Mercantile Bank name in Florida. In performing its analysis of recovery ratings, Fitch employed some assumptions that were more conservative than those outlined in its criteria 'Recovery Ratings for Financial Institutions' dated Dec. 30, 2009. Some of the recovery rates for certain loan categories were assumed to be lower to reflect the current distressed credit environment. Fitch has taken these rating actions: South Financial Group, Inc. (The) -- Long-term IDR downgraded to 'CC' from 'B-'; -- Preferred stock downgraded to 'C/RR6' from 'CC/RR6'; -- Short-term IDR downgraded to 'C' from 'B'; -- Individual downgraded to 'E' from 'D/E'; -- Support affirmed at '5'; -- Support floor affirmed at 'NF'. Carolina First Bank -- Long-term IDR downgraded to 'CC' from 'B-'; -- Long-term deposits downgraded to 'CCC/RR3' from 'B/RR3'; -- Short-term IDR downgraded to 'C' from 'B'; -- Short-term deposits downgraded to 'C' from 'B'; -- Individual downgraded to 'E' from 'D/E'; -- Support affirmed at '5'; -- Support floor affirmed at 'NF'. SPA CHAKRA: Can Obtain $1.7MM DIP Financing from Hercules Tech. --------------------------------------------------------------- The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York authorized, in its final order, Spa Chakra, Inc., and its debtor affiliates to: -- obtain postpetition financing in the form of a secured loan up to $1,779,556 from Hercules Technology II, L.P.; -- use cash collateral; and -- grant adequate protection to the lender. As adequate protection for any diminution in value of Hercules' collateral, the Debtors will grant the Hercules a replacement lien in all property and assets of the Debtors, subject and subordinate only to: (i) the Sterling Liens and (ii) the Carve-Out Amount. The Debtor will also grant Hercules superpriority administrative expense claims. Initially founded in 1998 in Australia, Spa Chakra has continued to expand both domestically and overseas. Uniquely positioned in the marketplace, Spa Chakra has developed an award winning network of 16 luxury spas worldwide. Spa Chakra represents leading high- end luxury cosmetic and spa brands and is recognized as one of the top spa operators in the world. The Company filed a balance sheet showing assets of $28.4 million and debt totaling $22.9 million. The largest liability is a $11.1 million loan from Hercules. Spa Chakra, Inc., said it is proceeding towards a sale of substantially all of its assets to Hercules Technology Growth Capital. As part of the process to successfully complete the sale, Spa Chakra has filed for protection under Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy Court for New York (Bankr. S.D.N.Y. Case No. 09-17260). SPANSION INC: Receives OK to Transfer Unit to Elpida ---------------------------------------------------- Spansion Inc. and its units sought and obtained the Court's authority to: (a) enter into a Business Unit Transfer Agreement, a New Memory Development and Support Agreement, and a New Memory Intellectual Property License Agreement, each with Elpida Memory, Inc.; (b) transfer certain assets to Elpida in connection with the agreements, free and clear of liens, claims and encumbrances; and (c) assume and assign to Elpida certain executory contracts and unexpired leases. Prior to the Petition Date, Spansion International, Inc., one the Debtors, established a business division based outside of Milan, Italy, to develop certain memory technology different from the Debtors' core NOR technology, solely on behalf of Spansion Inc. The Debtors relate that while certain of the projects developed by the Italian Research Division show promise, none has yet reached the stage where it can be commercialized. Michael R. Lastowski, Esq., at Duane Morris, LLP, in Wilmington, Delaware, says both immediately before and after Petition Date, the Debtors engaged in a thorough analysis of their various product lines, business operations and opportunities. Through this analysis, the Debtors decided to narrow the focus of their business operations primarily to the embedded NOR flash memory market and certain select opportunities in the wireless NOR flash memory market, Mr. Lastowski adds. In light of this narrower focus, the Debtors determined that the costs associated with the Italian Research Division and its on-going efforts to develop memory technology unrelated to the Debtors' core NOR business could no longer be justified. At the same time, Mr. Lastowski maintains, the Debtors recognized that certain projects that the Italian Research Division has been working on could eventually lead to technological breakthroughs that could benefit the Debtors' future products and business strategies or be profitable to third parties. Consequently, Mr. Lastowski avers, the Debtors were reluctant to simply shut down the Italian Research Division and abandon entirely these promising projects. The Debtors determined that a sale of the Italian Research Division's assets, including the technology that it has developed to date, was unlikely to provide them with value that was anywhere close to what they potentially could realize from preserving some continuing interest in that technology and other technology developed by the Italian Research Division. The Debtors, therefore, believe that the ideal situation would be for them to discontinue paying the full costs of the Italian Research Division while still preserving their ownership of the technology and intellectual property developed to date and ensuring that they have an interest in the future developments to that technology developed by a qualified licensee in the event that it becomes valuable either to third parties or for the Debtors' future business operations. With these objectives in mind, the Debtors sought to identify opportunities and potential transaction partners who might have an interest in a collaborative relationship that would satisfy these objectives. The Debtors maintain that given the unique nature of both the technology being developed as well as the transaction structure that they envisioned, the pool of potential transaction partners was extremely small. Nonetheless, the Debtors note, Elpida expressed an interest in pursuing that transaction. After months of negotiation, the Debtors and Elpida have agreed to a series of integrated transactions that satisfy the Debtors' objectives. Under the Elpida Transaction, the Debtors will transfer certain assets and liabilities associated with the Italian Research Division to Elpida thereby eliminating the costs of maintaining that division. The Debtors will also enter into the Development Agreement, under which they will jointly develop certain new memory technologies with Elpida. The Debtors will enter into the License Agreement, under which they will provide Elpida with a non-exclusive license to certain of the Debtors' intellectual property rights and to certain memory technologies, including the technology developed by the Italian Research Division. Under the License Agreement, Elpida will (i) pay the Debtors certain royalties, (ii) grant the Debtors a patent cross license as well as a license to improvements to the technology developed by the Italian Research Division, and (iii) agree to allocate manufacturing capacity for any resulting products at favorable pricing to the Debtors. The Debtors believe that the Elpida Transaction is in the best interests of their estates and provides the greatest upside potential of any realistic alternative that is available to them. In particular, the Debtors believe that the immediate and future benefits of the Elpida Transaction greatly outweigh whatever value they might realize from a straight sale of the assets of the Italian Research Division or from retention of the Italian Research Division in the absence of a partnering relationship envisioned in the Elpida Transaction. Moreover, because of the unique nature of the Elpida Transaction and the number of benefits it provides to the Debtors, the Debtors seek authority to proceed with the Elpida Transaction without engaging in any competitive bid process. * * * Bankruptcy Judge Kevin Carey entered an order authorizing the Debtors to (i) enter into a business unit transfer and related agreements with Elpida Memory, Inc., (ii) transfer certain assets to Elpida, and (iii) assume and assign certain contracts and leases. Prior to the entry of the Court's order, the Debtors filed with the Court, on January 15, 2010, a revised proposed order approving the Motion. The Debtors amended the proposed order to reflect these items: * Jurisdiction and Venue * Statutory Predicates * Notice * Opportunity to Object * Corporate Authority * Sale in Best Interest * Business Justification * Arm's-Length Sale * Good Faith Purchaser * Consideration * Free and Clear * Satisfaction of 363(f) Standards * No Fraudulent Transfer * Not a Successor * Cure/Adequate Assurance The Debtors also certified to the Court that no objection was filed as to the Motion. About Spansion Inc. Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/-- is a Flash memory solutions provider. Spansion is a former joint venture of AMD and Fujitsu. Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International, Inc., and Cerium Laboratories LLC filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The United States Trustee has appointed an official committee of unsecured creditors in the case. As of September 30, 2008, Spansion disclosed total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Spansion Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) SPANSION INC: Court OKs Reduction in Brincko's Monthly Fees ----------------------------------------------------------- Bankruptcy Judge Kevin Carey authorized Spansion Inc. and its units to amend the retention of Brincko Associates, Inc., in order to reduce the monthly compensation of John Brincko to $50,000 per month effective as of November 2009. Judge Carey held that Brincko Associates and Sitrick and Company Inc. will remain retained in the Debtors' Chapter 11 cases. According to the Debtors, they have agreed with Brincko Associates that, effective as of November 1, 2009, it would be in the best interest of the Debtors' estates to reduce the hourly quantity of services performed by Mr. Brincko and to reduce his compensation accordingly. Prior to November 1, 2009, Mr. Brincko was providing full-time services to the Debtors at a monthly compensation of $95,000. Effective as of November 20, 2009, Brincko Associates and Sitrick merged to form Sitrick Brincko Group, LLC. Following the merger, Resources Connection, Inc., a professional services firm acquired all of the outstanding membership interests in Sitrick Brincko Group from Brincko Associates and Sitrick, and Sitrick Brincko Group became a wholly-owned subsidiary of Resources Connection. The Debtors aver that the formation of Sitrick Brincko Group will not impact the services provided to them by Brincko Associates or Sitrick. About Spansion Inc. Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/-- is a Flash memory solutions provider. Spansion is a former joint venture of AMD and Fujitsu. Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International, Inc., and Cerium Laboratories LLC filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The United States Trustee has appointed an official committee of unsecured creditors in the case. As of September 30, 2008, Spansion disclosed total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Spansion Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) SPANSION INC: BofA Opposes Committee Plea to Pursue Claims ---------------------------------------------------------- The Official Committee of Unsecured Creditors in Spansion Inc.'s cases seeks the Bankruptcy Court's authority to commence and prosecute certain claims of the Debtors' estates against Bank of America, N.A., as agent and Banc of America Leasing and Capital, LLC. In a motion, the Committee seeks standing to prosecute and commence certain actions against BOA relating to the Prepetition Credit Agreement. The Committee has conducted an extensive investigation of the liens, guarantees and claims relating to certain equipment leases that are included as obligations under the Prepetition Credit Agreement and has determined that certain liens granted for the benefit of BALC within 90 days prior to the Petition Date may be avoidable as preferential transfers. BofA Objects Bank of America, N.A., and Banc of America Leasing & Capital, LLC, assert that the Motion is an obvious attempt by the Official Committee of Unsecured Creditors to try to interfere with the Debtors' plan of reorganization. According to the Banks, the Motion constitutes another attempted violation of the Debtors' exclusivity by the Committee. The Bank Creditors request that the Court find that, to the extent the Motion is not denied outright, that it be considered only if the Plan is not confirmed. Bank of America is a senior secured creditor of the Debtors, with a lien in substantially all of the Debtors' assets other than intellectual property. BALC, an affiliate of Bank of America, is one of a number of equipment lessors to the Debtors. By virtue solely of the internal arrangements of the Bank Creditors, Bank of America has an Indemnification Obligation to BALC for damages it may suffer on account of a breach by the Debtors of the equipment leases. Debtors Want Matter Continued to March The Debtors' Plan provides that a condition precedent to confirmation of the Plan is that "the Debtors and the Holders of the Secured Credit Facility Claim will have entered into documentation reasonably satisfactory to each of them. As a result, the Debtors expect that all outstanding issues relating to the Secured Credit Facility and the Secured Credit Facility Claims will be resolved prior to confirmation of the Plan. To avoid the unnecessary expenditure of valuable and limited resources of the Debtors, the Court and other parties-in-interest on the issues raised in the Motion prior to confirmation, the Debtors request that the Motion be continued to March 23, 2010, after the confirmation hearing has taken place. In a separate filing, Spansion Japan Limited tells the Court that it joins in the Debtors' response for continuance of hearing and BofA's objection as to the Motion. About Spansion Inc. Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/-- is a Flash memory solutions provider. Spansion is a former joint venture of AMD and Fujitsu. Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International, Inc., and Cerium Laboratories LLC filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The United States Trustee has appointed an official committee of unsecured creditors in the case. As of September 30, 2008, Spansion disclosed total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Spansion Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) SPANSION INC: Committee Wants to Sue Spansion Japan --------------------------------------------------- The Official Committee of Unsecured Creditors in Spansion Inc.'s cases seeks the U.S. Bankruptcy Court's authority to commence and prosecute certain preference claims of the Debtors' estates against Spansion Japan Limited. The Committee relates that it has conducted a detailed investigation of certain intercompany transfers and determined that a significant portion of the transfers are avoidable as preferential transfers under Section 547 of the Bankruptcy Code. "After an exhaustive analysis of information provided by the Debtors to the Committee's advisors, it is now clear that the Preferential Transfers total millions of dollars," says Blake M. Cleary, Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware. "However, to date, the Debtors have refused the Committee's requests to commence an adversary proceeding against SJL seeking avoidance of any Transfers deemed to be preferential." The Debtors' statement of financial affairs and schedules of assets and liabilities for Spansion LLC filed on June 26, 2009 list intercompany transfers from Spansion LLC to Spansion Japan within the one year period prior to the Petition Date totaling in excess of $800 million. Upon investigation, the Committee has determined that approximately $48 million of the Transfers are Preferential Transfers not otherwise subject to applicable defenses. About Spansion Inc. Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/-- is a Flash memory solutions provider. Spansion is a former joint venture of AMD and Fujitsu. Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International, Inc., and Cerium Laboratories LLC filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The United States Trustee has appointed an official committee of unsecured creditors in the case. As of September 30, 2008, Spansion disclosed total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Spansion Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) STATION CASINOS: Milbank Tweed Charges $4-Mil. for Aug-Nov. Work ---------------------------------------------------------------- Professionals retained in Station Casinos Inc.'s bankruptcy cases filed interim applications for the allowance of fees and expenses incurred for the period from August 1, 2009, through November 30, 2009: A. Debtors Professional Period Fees Expenses ------------ ------ ---- -------- Milbank, Tweed, Hadley & 07/28/2009- $3,985,219 $156,237 McCloy LLP 11/30/2009 Lazard Freres & Co. LLC 07/28/2009- $1,200,000 $17,224 11/30/2009 FTI Consulting, Inc. 08/11/2009- $955,988 $57,492 (Debtors) 11/30/2009 Squire, Sanders & 08/01/2009- $708,286 $125,000 Dempsey L.L.P. 11/30/2009 Gibson, Dunn & Crutcher LLP 07/28/2009- $354,000 $2,600 11/30/2009 FTI Consulting, Inc. 07/28/2009- $217,592 $536 (CMBS Debtors) 11/30/2009 A. The Official Committee of Unsecured Creditors Professional Period Fees Expenses ------------ ------ ---- -------- Fried, Frank, Harris, 08/19/2009- $2,153,345 $79,652 Shriver & Jacobson LLP 11/30/2009 Quinn Emanuel Urquhart 08/20/2009- $653,953 $22,166 Oliver & Hedges, LLP 11/30/2009 Moelis & Company LLC 08/13/2009- $600,000 $22,472 11/30/2009 Greenberg Traurig, LLP 07/28/2009- $253,338 $13,095 11/30/2009 Squire, Sanders & Dempsey L.L.P. is the special counsel to the Special Litigation Committee of the Board of Directors of Station Casinos, Inc. Milbank, Tweed, Hadley & McCloy LLP, is the reorganization counsel to Station Casinos Inc., et al. Lazard Freres & Co. LLC, investment banker and financial advisor to the Debtors. Gibson, Dunn & Crutcher LLP serves as special counsel to the CMBS Debtors. FTI Consulting, Inc. serves as the financial Advisors to the Debtors and the CMBS Debtors. Fried, Frank, Harris, Shriver & Jacobson LLP, is the counsel to the Official Committee of Unsecured Creditors. Quinn Emanuel Urquhart Oliver & Hedges, LLP is the conflicts counsel to the Official Committee of Unsecured Creditors. Moelis & Company LLC is the financial advisor and investment banker to the Committee. Greenberg Traurig, LLP serves as the Nevada counsel to the Committee. Lazard Freres & Co. LLC filed an erratum to correct the incorrectly stated amount of compensation which is "$1,200,00." This figure should have been listed as $1,200,000. These persons filed declarations in support of their firms' First Interim Fee Applications: (a) Robert Flachs, managing director at Moelis & Company LLC, (b) Jeanine M. Zalduendo, Esq., an associate at Quinn Emanuel, Urquhart Oliver & Hedges, LLP, (c) Bonnie Steingart, Esq., a member at Fried Frank, Harris, Shriver & Jacobson LLP, (c) Nathan Van Duzer, duly elected Chair of the Official Committee of Unsecured Creditors, (d) Anne Loraditch, Esq., of counsel at Greenberg Traurig, LLP, (e) Paul S. Aronzon, Esq., a member at Milbank Tweed, Hadley & McCloy LLP, (f) Richard J. Haskins, executive vice president, general counsel, and secretary of SCI., (g) Oscar Garza, Esq., a partner at Gibson, Dunn & Crutcher LLP, (h) Walt Brown, director of FTI Consulting, Inc., and (i) Drew Voth, managing director of FTI Consulting, Inc. The Court will convene a hearing on February 25, 2010, at 10:00 a.m. to consider the First Interim Fee Applications of Moelis, Quinn Emanuel, Fried Frank, Greenberg Traurig, Gibson Dunn, and FTI Consulting. About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. Station Casinos Inc., together with its affiliates, filed for Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as local counsel. The Debtor is also hiring Lazard Freres & Co. LLC as investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) STATION CASINOS: Isle of Capri to Manage 4 SCI Properties --------------------------------------------------------- St. Louis, Missouri-based Isle of Capri Casinos Inc. on confirmed reports by Debtwire that Isle has agreed to manage four Station Casinos Inc. properties should they be spun out of Station Casinos Inc.'s bankruptcy case, the Las Vegas Sun reported. According to the report, company spokeswoman Jill Haynes said that the Isle entered into a "consultancy agreement" with certain lenders to "assist the lenders to be prepared to take over the assets to the extent necessary." The agreement would enable Isle of Capri to operate the properties for the lenders, led by Deutsche Bank, should Station fail to maintain control of them in bankruptcy court, the Las Vegas Sun revealed. The report also stated that the agreement covers Palace Station, Boulder Station, Sunset Station and Red Rock Resort which are encumbered by $2.475 billion in debt and are leased by Station from itself, with the lease payments of $249.5 million annually covering the mortgage payment. The Las Vegas Sun says that the Isle is already in the process of being licensed in Nevada because of a deal for a casino in Northern Nevada unrelated to the Station Casinos situation. Isle of Capri would manage resorts if Station loses them in bankruptcy, report says. About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. Station Casinos Inc., together with its affiliates, filed for Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as local counsel. The Debtor is also hiring Lazard Freres & Co. LLC as investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) STATION CASINOS: To End Management of Thunder Valley by June ------------------------------------------------------------ Station Casinos Inc. of Las Vegas will no longer manage the Thunder Valley casino near Sacramento after Station's management agreement expires as scheduled after seven years in June, the Las Vegas Sun reported. Station spokeswoman Lori Nelson said the United Auburn Indian Community's decision to manage its property on its own was not unexpected, the report stated. The parties have intended since the 2003 casino opening for Station to provide the tribe with the resources needed to run Thunder Valley on its own, the Las Vegas Sun heard Ms. Nelson as saying. "It has no relationship to our bankruptcy proceedings," Ms. Nelson said. The Las Vegas Sun says the expiration of the contract isn't expected to have a significant affect on Station's financial situation. The report also stated that Doug Elmets, a United Auburn spokesman, confirmed Station's bankruptcy had nothing to do with the decision not to renew or extend the contract when it expires in early June. He reiterated that it has long been the intention of both parties that upon completion of Station's seven-year contract, the tribe would manage the casino, the report adds. As Station Casinos sets to expire its management agreement with Thunder Valley, a new American Indian casino also managed by Station Casinos will be ready to open by the end of summer. According to the Las Vegas Review-Journal, the construction on the $157 million Gun Lake Casino in western Michigan is two weeks ahead of schedule due to a mild winter. The report says that Station Casinos, which is helping oversee construction of the project, will manage the property for seven years once it opens. Station Casinos will receive a percentage of the property's income based on its performance, the report adds. About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. Station Casinos Inc., together with its affiliates, filed for Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as local counsel. The Debtor is also hiring Lazard Freres & Co. LLC as investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) SUN MICROSYSTEMS: Moody's Withdraws 'Ba1' Corporate Family Rating ----------------------------------------------------------------- Moody's Investors Service has withdrawn all ratings and LGD assessments of Sun Microsystems, Inc. following the completion of its acquisition by Oracle Corporation (A2 senior unsecured rating) for approximately $7.4 billion. This completes the review initiated April 20, 2009. On January 27, 2010, Oracle announced that it completed the acquisition of Sun Microsystems, Inc., which is now a wholly-owned subsidiary of Oracle. All of Sun's ratings were withdrawn because Moody's believes it lacks adequate information to maintain a rating. These ratings and assessments were withdrawn: * Corporate Family Rating -- Ba1 * Probability of Default Rating -- Ba1 * Shelf Registration for Senior Unsecured Securities -- (P)Ba1 (LGD-5, 74%) * Shelf Registration for Subordinated Debt Securities -- (P)Ba2 (LGD-6, 99%) * Shelf Registration for Preferred Securities -- (P)Ba2 (LGD-6, 99%) * Outlook, changed to Withdrawn from Rating Under Review The last rating action was on April 20, 2009, when Moody's placed Sun's ratings on review for possible upgrade following the announcement that it had entered into a definitive agreement to be purchased by Oracle. Sun Microsystems, Inc., based in Santa Clara, California, is a leading worldwide provider of network computing systems and service solutions for enterprise customers. Net revenues for the last twelve months ended September 30, 2009, were $10.7 billion. SUNESIS PHARMACEUTICALS: Merlin BioMed Discloses 13.1% Stake ------------------------------------------------------------ Merlin BioMed Private Equity Advisors, LLC; Merlin Nexus II, L.P.; Merlin Nexus III, L.P.; Nexus Gemini, L.P.; and Dominique Semon disclosed that they beneficially hold 10,194,880 shares or roughly 13.1% of the common stock of Sunesis Pharmaceuticals Inc. Merlin BioMed Private Equity Advisors, LLC, is a Delaware limited liability company. Merlin Nexus II, L.P., is a Cayman Islands limited partnership. Merlin Nexus III, L.P., is a Delaware limited partnership. Nexus Gemini, L.P., is a Delaware limited partnership. Dominique Semon is a citizen of Switzerland. Going Concern Sunesis said it has incurred significant losses and negative cash flows from operations since its inception, and as of September 30, 2009, had cash, cash equivalents and marketable securities totaling $3.9 million and an accumulated deficit of $352.4 million. The Company's independent registered accounting firm issued an opinion on the audited consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2008, that the Company's recurring operating losses raise substantial doubt about the Company's ability to continue as a going concern. The Company believes that currently available cash, cash equivalents and marketable securities, including the net proceeds of roughly $4.7 million from the second closing of the Private Placement completed on October 30, 2009, are sufficient to fund the Company's operations until the end of the first quarter of 2010, and the Company will need to raise additional funds in the near term in order to sustain operations beyond that time. About Sunesis Pharmaceuticals South San Francisco, California-based Sunesis Pharmaceuticals, Inc. (NASDAQ: SNSS) -- http://www.sunesis.com/-- is a biopharmaceutical company focused on the development and commercialization of new oncology therapeutics for the treatment of solid and hematologic cancers. Sunesis has built a highly experienced cancer drug development organization committed to advancing its lead product candidate, voreloxin, in multiple indications to improve the lives of people with cancer. TERRA INDUSTRIES: S&P Affirms 'BB' Corporate Credit Rating ---------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its ratings, including its 'BB' corporate credit rating, on Sioux City, Iowa-based Terra Industries Inc. and its issue-level rating on the debt at Terra Capital Inc. S&P removed the ratings from CreditWatch with developing implications, where they were placed on Jan. 20, 2009, following an announcement by CF Industries Holdings Inc. of a proposed acquisition of Terra. The outlook is stable. The rating action follows CF Industries' recent announcement that it has withdrawn its offer to acquire Terra and is not pursuing the acquisition. "The ratings on Terra reflect its fair business position, including a narrow scope of operations in nitrogen fertilizers and a cyclical, highly competitive commodity business with margins susceptible to variable demand trends and input cost volatility," said Standard & Poor's credit analyst Paul Kurias. "Partially offsetting these risks are Terra's position as a leading player in the U.S. nitrogen market, with a large portion of domestic capacity and well-located facilities, favorable long-term demand prospects, a growing position in products for industrial and environmental markets, and strong cash flow protection measures and liquidity." Terra operates in the nitrogen fertilizer sector, which is characterized by volatility in operating margins. This volatility is typically driven by changes in supply and demand on account of weather conditions, movement in natural gas prices, economic downturns, or overcapacity in a globally traded commodity product. TERREL REID: Wants to Sell E. Deloney Real Property --------------------------------------------------- Terrel R. Reid and Sharon M. Davies has asked for authorization of the U.S. Bankruptcy Court for the District of Idaho to sell real property at 15 E. Deloney Avenue, Jackson, Wyoming, 83001 (the Property) to the highest bidder (the Buyer) for not less than a gross purchase price of $4.5 million. The Debtors request that the sale be approved along with real estate agent commission fees of $202,500 and with an order allowing the Property to be sold free and clear of all liens and encumbrances. Prior to filing for bankruptcy, the Debtors owned the Property, and were negotiating a sale of that property. At the same time, the Debtors were facing imminent foreclosure of the property by the lender. At the time of the bankruptcy filing, the Debtors had a signed purchase contract, but did not have sufficient time to close on the sale prior to the foreclosure sale by the lender. Existing mortgages and/or deeds of trust encumber the property. The defaults of the mortgages, which drove the foreclosure sale, are proposed to be paid from the closing of the sale. Disputed default amounts, including the amounts of interest and fees incurred by the defaults, remain to be calculated and potentially litigated. The Debtors propose that, subject to the Court's approval, the purchase price received from the offer to purchase would be initially distributed in these approximate amounts at the time of closing: Sale Price: $4,500,000.00 Less: BofA - Jackson loan principal ($1,967,110.17) BofA - Jackson loan regular interest thru date of sale ($28,509.49) BofA line of credit principal (guaranteed by the Debtors) ($550,000.00) BofA LOC regular interest thru date of sale ($28,828.49) Estimated Closing Costs ($25,000.00) 4.25% RE Commission ($202,500.00) Estimated net to the bankruptcy estate: $1,698,051.85 The Debtors also seek approval to pay, at the time of closing, a 4.5% real estate agent sales commission of $202,500.00 to Jeff Ward of Sotheby's International Realty, Inc., for his efforts in procuring the Buyer. Ketchum, Idaho-based Terrel Reid and Sharon Davies filed for Chapter 11 bankruptcy protection on January 15, 2010 (Bankr. D. Idaho Case No. 10-40057). Matthew Todd Christensen, Esq., at Angstman, Johnson & Associates, PLLC, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. THOMSON SA: Shareholders Approve Resolutions at Meeting ------------------------------------------------------- RTTNews Global Financial Newswire says Thomson S.A.'s shareholders have approved all resolutions at the ordinary and extraordinary shareholders' meeting as well as the December 9 restructuring plan, and the change of name of the company to "Technicolor". The Company will trade on NYSE Euronext Paris under the Technicolor symbol "TCH", says report. Under the plan, the company's gross senior debt level outstanding under its syndicated credit facility and private placement notes of EUR2.84 billion would be reduced by 45% to EUR 1.55 billion and would take the form of a reinstated debt with modified terms and lengthened maturities, report relates. About Thomson SA France-based Thomson SA -- http://www.thomson.net/-- provides technology, services, and systems to Media & Entertainment (M&E) clients, including content creators, content distributors and broadcasters. It has three principal operating divisions: Services, Systems (previously Systems & Equipment) and Technology. The remaining activities are regrouped in two additional segments: Other and Corporate. The Services Division offers end-to-end management of video-related services for its customers in the M&E industries. Systems division plays a role in supplying hardware and software technology for the M&E industries in the areas of production, delivery, management, transmission, and access. Technology division includes activities, such as corporate research; Silicon Solutions: Integrated Circuit design and tuners, and Software & Technology Solutions: video and audio security solutions, and other technologies. In December 2008, the Company sold its digital film equipment product line. Thomson SA filed a Chapter 15 petition Dec. 16 in New York for protection from creditors in Manhattan (Bankr. S.D.N.Y. Case No. 09-17355). The U.S. case is intended to allow the bankruptcy judge in New York to hold off creditors in the U.S. while assisting the Thomson's primary reorganization begun Nov. 30 in France. Thomson said in a petition that assets and debt both exceed US$1 billion. Debt includes about EUR2.9 billion ($4.2 billion) owing for borrowed money. TOUSA INC: Starwood Wins Auction for Florida Assets --------------------------------------------------- In a six-hour auction held last January 22, 2010, Starwood Land Ventures, L.L.C. emerged as the successful bidder for all the Florida assets of TOUSA Homes, Inc. and TOUSA Homes, L.P., Tampa Tribune reported. Starwood committed to an improved $81 million offer for TOUSA's Florida Assets at the auction. Starwood's initial offer was $64 million for 5,499 of TOUSA's unstarted lots and 36 model homes in the Florida Region under its July 2009 Purchase and Sale Agreement with the TOUSA Entities. John Sussberg, Esq., counsel for TOUSA, Inc. confirmed to Big Builder News that the Florida Assets had two other bidders, including a business entity backed by hedge fund manager John Paulson. Other bidders had to compete by $1.83 million, 3% more than the stalking horse price, as a break-up fee to Starwood, plus $25,000 in expenses, Big Builder News noted. Starwood East Region President Mike Moser told the Tampa Tribune that his company expects to take possession of the Florida Assets in mid-February 2010. "We're going to clean them up and start selling lots. We want to get some builders in those communities and bring them back to life," The Tampa Tribune quoted Mr. Moser as saying. Judge Olson of the United States Bankruptcy Court for the Southern District of Florida will consider approval of the sale on January 29, 2010. Objections, if any, including objection to proposed cure amounts, are due no later than January 24. Parties Object to Sale In separate filings, insurance companies, development districts and Ana Maria Plaza disagree with the Debtors' proposed sale of the Florida Assets. A. Insurance Companies Bond Safeguard Insurance Company and Lexon Insurance Company are parties to several surety bonds with respect to the infrastructure at certain of the Debtors' properties. If the Surety Bonds are considered executory contracts, they were not included in the list of contracts to be assumed by Starwood pursuant to the parties' Purchase and Sale Agreement, Robert Paul Charbonneau, Esq., at Ehrenstein Charbonneau Calderin, in Miami, Florida, points out. On the other hand, if the Surety Bonds are not considered executory contracts, he contends, applicable law prohibits the Debtors' transfer of the surety bonds as an asset of the estate to a third party without Bond Safeguard's and Lexon Insurance's consent. "Replacement of the Debtors with a new principal/obligor under the Surety Bonds would constitute a material modification of the bonds," Mr. Charbonneau insists. Thus, to the extent the Debtors seek to transfer the Surety Bonds, Bond Safeguard and Lexon Insurance ask the Court to deny the Sale Motion. Moreover, Zurich American Insurance Company provided the Debtors with Subdivision and Improvement Bonds and issued insurance policies on the Debtors' behalf that covered, among others, surety bonding, builder warranty and products liability. In this light, Zurich objects to the sale of the Bonds to Starwood because the Bonds can not be assumed and assigned or transferred without its consent. If the Court permits the Zurich Bonds to become part of the purchased assets, Zurich asks Judge Olson to require the Debtors and Starwood to assume the obligation to indemnify Zurich. While it seems the Insurance Policies are part of the purchased assets, Zurich maintains that it disagrees with the sale of the Insurance Policies and any return premium owed under those policies to Starwood. B. Development Districts County Greens, Greater Lakes/Sawgrass Bay Community Development District, Heritage Landing Community Development District, Highland Meadows Community Development District, Indigo Community Development District and Middle Village Community Development District, inform Judge Olson that they have engaged in communications with the Debtors' counsel regarding the Florida Asset Sale. However, in an abundance of caution, the Development Districts renew their joinder in the objection previously filed by Islands at Doral Townhomes Community Development District, Islands at Doral III Community Development District and Monterra Community Development District, to the Debtors' Bidding Procedures. In turn, Islands at Doral Townhomes Community Development District, Islands at Doral III Community Development District and Monterra Community Development District join in the renewed objection filed by the Development Districts. Islands at Doral, et al., further ask the Court to deny the Sale Motion. C. Ana Marie Plaza Ana Marie Plaza complains that the Debtors' sale proposal of the Florida Assets is unclear on what impact, if any, the sale may have on the ability of the Debtors to satisfy their obligations to her and other claimants whose homes were built by the Debtors with defective Chinese Drywall. On behalf of Ms. Plaza, Howard D. DuBosar, Esq., at DuBosar Law Group, P.A., in Boca Raton, Florida, argues that the presence of Chinese Drywall in the Claimants' homes has caused numerous homeowners across the State of Florida to suffer both economic damages and personal injuries. In this light, Mr. DuBosar contends, the Debtors should not and can not be allowed to sell any rights or interests they have to insurance that may provide coverage for the claims of the Chinese Drywall Claimants. Thus, to the extent the proposed Asset Sale includes the assets that may provide a recovery for Chinese Drywall Claimants or will interfere with the Debtors' ability to recover insurance or pursue any causes of action related to Chinese Drywall claims asserted against the Debtors, Ms. Plaza asks the Court deny the Sale Motion. 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. TOUSA INC: Can Pursue $60-Mil. Claim vs. Falcone Entities --------------------------------------------------------- Bankruptcy Judge John Olson has given the Official Committee of Unsecured Creditors in Tousa Inc.'s cases authority to investigate, commence and prosecute claims on behalf of TOUSA, Inc. and its debtor affiliates' estates against: (a) Falcone/TEP Holdings, LLC, TEP Holdings, Inc. formerly known as Transeastern Properties, Inc., Arthur J. and Edward W. Falcone and 69 other entities who were parties to a "TOUSA/Falcone Settlement;" and (b) Kendall Land Development, LLC and its founder Jose Boschetti and Martin Caparros, Jr; Boschetti Capital Partners, LLC; Prestige Builders Capital Investments, LLC; Sylvia Boschetti; Patricia Caparros, who were parties to a "TOUSA/Kendall Settlement," with the full rights and privileges of, and in the stead of, the Debtors, consistent with the Court's order entered on January 7, 2009 with respect to the Committee's Motion to Compel Production of the Debtors' Documents. The Committee intends to file a complaint to avoid and recover more than $60 million from the Falcone Entities and Kendall Entities, who allegedly received the amounts in the midst of the crashing credit and housing market crisis in July 2007 as part of a global settlement of litigation that arose out of a disastrous business venture between certain of the Debtors and the Falcone Entities and Kendall Entities. Proceeds, if any, recovered by the Committee on behalf of any individual Debtor in connection with prosecuting or settling the Claims will constitute property of that individual Debtor's estate, Judge Olson ruled. The Committee is also granted the right and authority to negotiate and enter into settlements on behalf of the Debtors' estates with respect to the Claims; provided, however, that the Debtors will also retain their authority and right to negotiate and enter into settlements on behalf of their estates with respect to the Claims, Judge Olson held. Judge Olson said that any settlement of the Claims will be subject to approval by the Court after notice and a hearing. All objections, if any, to the Standing Motion that have not been withdrawn, waived, or settled are overruled, Judge Olson held. Moreover, the Committee sought and obtained the Court's authority to file (i) under seal its proposed Complaint against the Falcone Entities and Kendall Entities, and (ii) to file a redacted version of the Complaint on the Court's public dockets. The Committee noted that the Complaint will cite information contained in documents designated by certain producing parties as confidential or highly confidential pursuant to a Stipulated Protective Order dated August 12, 2008. The Committee is obligated to file the Complaint by January 28, 2010, to meet the relevant limitations period. The Committee intends to provide unredacted versions of the Complaint to the United States Trustee for Region 3, the Clerk of the Court, counsel to the Debtors, and counsel to the agents for the Debtors' first and second lien facilities. 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. TOUSA INC: Obtains Approval of Conveyance Pact with Waterford ------------------------------------------------------------- TOUSA Inc. and its affiliates obtained approval from the Bankruptcy Court to enter into a Conveyance, Waiver and Release of Liability Agreement with Waterford Estates Community Development District. Waterford Estates is a residential development of TOUSA Homes located in Charlotte County, Florida. TOUSA Homes currently owns 112 lots within Waterford Estates. In connection with the development of Waterford Estates, the Waterford CDD was authorized under applicable Florida law to impose special assessments to help pay for local improvements that benefited Waterford Estates. To that end, on May 4 and July 14, 2006, the Waterford CDD passed resolutions authorizing it to undertake certain capital improvement projects and, in connection with the funding for those projects, approving special assessments against the lots within Waterford Estates owned by TOUSA Homes. In addition to the assessments, for the purpose of funding the various improvements within Waterford Estates, the CDD issued $8,500,000 in aggregate principal amount of Special Assessment Bonds, Series 2006A, as well as $10,000,000 in aggregate principal amount of Special Assessment Bonds, Series 2006B. The 2006 Bonds were issued pursuant to a master trust indenture among the CDD and U.S. Bank National Association, as trustee. The Series 2006A Bonds are due May 1, 2037; the Series 2006B Bonds are due May 1, 2013. Repayment of the 2006 Bonds was secured by the special assessments imposed upon property owners pursuant to the Assessment Resolutions. Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami, Florida, discloses that TOUSA Homes has failed to satisfy its obligations to pay the special assessments to the Waterford CDD. As a result, the Waterford CDD asserted that all of TOUSA Homes' assessments associated with the Real Property, which total $2.1 million, are due and payable, together with statutory penalties and the CDD's attorney fees. Thus, in May 2008, the Waterford CDD filed Claim No. 2689 against TOUSA Homes, asserting a secured claim for $2,176,999. Under the current market conditions, the CDD claim exceeds the market value of the Real Property, according to Mr. Singerman. TOUSA Homes also entered into several additional funding and management services agreements with the Waterford CDD in connection with the development of Waterford Estates. The CDD has asserted that TOUSA Homes' failure to satisfy the TOUSA Homes Assessments has triggered its foreclosure rights with respect to the Real Property. Thus, to avoid a lift stay request and a foreclosure proceeding with respect to the Real Property and to resolve all existing disputes, TOUSA Homes and the Waterford CDD entered into the Agreement, whereby: (a) TOUSA Homes will execute and deliver to Billing, Cochran, Lyles, Mauro & Ramsey, P.A., as escrow agent, a Quit Claim Deed, and a Bill of Sale and Assignment. Pursuant to the Deed and the Bill of Sale, TOUSA Homes will convey to the Waterford CDD, or its designee: -- the Real Property and all buildings, structures and Improvements located on the Real Property; -- TOUSA Homes' rights and interest in and to, among other things, any assignable licenses, permits, development rights, construction or performance bonds relating to the use, operation or maintenance of the premises; -- all fixtures, furniture, equipment, appliances and other types and items of personal property used in connection with the operation of the Premises and owned by TOUSA Homes; -- all of TOUSA Homes' right and interest in, among others, all construction contracts, plans and records concerning the Premises, including all architectural, mechanical and electrical plans and specifications; and -- all intangible personal property owned by TOUSA Homes and used in connection with the Premises and the name "Waterford Estates;" (b) The Agreement is subject to entry of an order approving the contemplated transactions. Upon entry of the Order, the Escrow Agent will deliver the Deed and Bill of Sale to the Waterford CDD and the transaction set forth under the Agreement will be deemed closed; (c) Upon the Closing Date, the Waterford CDD will be deemed to forever waive and release TOUSA Homes and its officers from any and all obligations with respect to: -- the assessments adopted pursuant to the Assessment Resolutions or the administration of the Assessments or any other obligations to the District; -- any or all of the transactions, which are the subject of the Assessment Resolutions or the Bond Documents or any other agreements between the Waterford CDD and TOUSA Homes; -- the Real Property; or -- any fact, matter or transaction pertaining to the obligations, including any and all monetary damage claims against TOUSA Homes under the Bond Documents or any other agreements between the District and TOUSA Homes. Pursuant to the Agreement, the Waterford CDD agrees not to sue or assert liability against the TOUSA Parties for breach of any covenant under any agreement between the CDD and TOUSA Homes or any covenant in the Bond Documents that is not included under the Agreement; and (d) The Waterford District will withdraw its Claim. Mr. Singerman says that in connection with the Debtors' new business plan, the Debtors do not intend to further develop the Real Property within Waterford Estates. However, the failure to pay the TOUSA Homes Assessments has triggered the possibility of foreclosure on the Real Property, which foreclosure would be expensive and time consuming. Against this backdrop, Mr. Singerman points out, the Agreement will resolve all of the Waterford CDD's outstanding claims concerning Waterford Estates, thus avoiding the costs and expenses associated with litigation and foreclosure that were inevitable absent the Agreement. 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. TREY RESOURCES: Hires Friedman LLP as New Accountant ---------------------------------------------------- Trey Resources, Inc., was notified that the audit practice of Bagell, Josephs, Levine & Company, LLC, the Company's independent registered public accounting firm, was combined with Friedman LLP on January 1, 2010. As of the same date, the Former Accountant resigned as the independent registered public accounting firm of the Company and, with the approval of the Company's Board of Directors, the New Accountant was engaged to be the Company's independent registered public accounting firm. The Former Accountant's report on the financial statements for the years ended December 31, 2008 and 2007 were not subject to an adverse or qualified opinion or a disclaimer of opinion and were not modified as to audit scope or accounting principles. However, the Former Accountant's report on the financial statements for the years ended December 31, 2008 and 2007 contained an explanatory paragraph which noted that there was substantial doubt about Company's ability to continue as a "Going Concern" due to recurring net losses, a working capital deficiency and negative cash flows from operations. During the two years ended December 31, 2008, and from December 31, 2008 through the January 1, 2010, there were no reportable events as the term is described in Item 304(a)(1)(iv) of Regulation S-K. From the date the Company retained the Former Accountant on September 5, 2003, through the date of dismissal, there were no disagreements with the Former Accountant on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of the Former Accountant would have caused it to make reference to the subject matter of the disagreements in connection with its reports on these financial statements for those periods. The Company did not consult with the New Accountant regarding the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and no written or oral advice was provided by the New Accountant that was a factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issues. About Trey Resources Headquartered in Livingston, New Jersey, Trey Resources Inc. (OTC BB: TYRIA) -- http://www.treyresources.com/-- operates as a business consultant, value-added reseller, and developer of financial accounting software to small and medium-sized businesses in the United States. It also publishes its own proprietary electronic data interchange software, MAPADOC, which is used to automate existing processes. Going Concern Doubt On March 27, 2009, Bagell, Josephs, Levine & Company, LLC, in Marlton, New Jersey, expressed substantial doubt about Trey Resources' ability to continue as a going concern after auditing the Company's financial statements for the fiscal years ended Dec. 31, 2008, and 2007. The auditor noted that the Company incurred substantial accumulated deficits and operating losses. As reported by the Troubled Company Reporter, Trey Resources and YA Global Investments, L.P., on November 10, 2009, entered into an Amendment Agreement with respect to the (i) Secured Convertible Debenture dated December 30, 2005, in the original principal amount of $1,159,047 issued by the Company to YA Global, (ii) Secured Convertible Debenture dated December 30, 2005, in the original principal amount of $600,000 issued by the Company to YA Global and (iii) Secured Convertible Debenture dated May 5, 2006, in the original principal amount of $600,000 issued by the Company to YA Global. The expiration dates of the Debentures were extended to December 30, 2010. As of September 30, 2009, the Company was in default on all of these debentures and continues to negotiate with YA Global to cure the default. At September 30, 2009, the Company had total assets of $1,170,807 against total liabilities of $5,638,765, resulting in stockholders' deficit of $4,467,958. TRIAD ENERGY: Court Confirms Plan; Magnum to Close Deal by Feb. 15 ------------------------------------------------------------------ Magnum Hunter Resources Corp. disclosed that the United States Bankruptcy Court for the Southern District of Ohio, Eastern Division, had entered an order confirming Triad Energy Corp.'s Plan of Reorganization. The Confirmation Order ratifies and approves Magnum Hunter's Asset Purchase Agreement to acquire substantially all of the assets of Triad and certain of its affiliated entities which was originally executed on October 28, 2009. The Triad assets being acquired primarily consist of oil and gas property interests in approximately 2,000 operated wells and include over 88,000 net mineral acres located in the states of Kentucky, Ohio, and West Virginia, a natural gas pipeline, salt water disposal facilities, three drilling rigs, workover rigs, and other oilfield equipment. Magnum Hunter anticipates the financial closing of the Triad acquisition will be prior to February 15, 2010. Management Comments Gary C. Evans, Chairman of the Company, commented, "We are very pleased to announce final approval by the Bankruptcy Court of our acquisition of the assets of Triad Energy and its related entities. This has been a long road for us in reaching our ultimate goal of confirmation by the Bankruptcy Court. We can now begin the procedure of integrating Triad's diverse group of assets and their employees into our existing base of operations when we close in a couple of weeks. Along with the tremendous upside from an approximate 50,000 net mineral acreage position in the Marcellus Shale, we believe there exists additional upside potential for shareholder value enhancement within the existing Triad asset portfolio. In establishing this new core area of operation for the Company, Magnum Hunter now has one of the most cost effective ownership positions in the Appalachian Basin, especially in the emerging Marcellus Shale play that continues to expand in our region. We are planning on drilling a minimum of two Marcellus horizontal wells on our acquired acreage before mid- year. The opportunity for booking proven reserves is substantial since no proven undeveloped reserves have previously been accounted for in the Marcellus Shale." About Triad Energy Triad Energy Corporation is a 23-year old Reno, Ohio headquartered oil and natural gas exploration and production company focused exclusively in the Appalachian Basin with operations in Ohio, West Virginia and Kentucky. As of June 30, 2009, supported by a third party independent engineering report prepared by an independent third party engineering firm, Triad had total proved reserves of approximately 5.2 MMBoe (69% crude oil and 69% classified as proved developed producing). The Company had a present value on proved reserves discounted at 10% ($69.89 per Bbl and $3.835 per Mcf) as of June 30, 2009 of $74.1 million. Daily production from over 2,000 wells is approximately 1,000 Boe. The third party engineering report does not reflect any future potential that may exist from the drilling of horizontal wells in the Marcellus Shale formation. Triad presently controls approximately 88,417 net mineral acres located in Ohio, West Virginia and Kentucky, with approximately 75% of this acreage classified as held by production "HBP." Of this total acreage position, approximately 47,000 net acres (53% of the total net acres) overlay the Marcellus Shale play. Triad's lease acreage position is concentrated and contiguous with existing Triad operations and production. Proved reserves and upside production potential is reflected in Triad's mature oil fields currently under primary and secondary development, conventional fields with additional development and behind pipe potential and horizontal drilling of Triad's Marcellus Shale acreage position. Other assets owned by Triad include (i) oilfield service equipment (three air drilling rigs, pole units, frac tanks, trailers, gang trucks, vacuum trucks, etc.), (ii) salt water disposal facilities with a 1,000 Bpd average disposal rate and (iii) the control of over 55 miles of existing natural gas pipelines and pipeline right-of-ways ("Eureka Pipeline"). It is anticipated that the midstream assets can be utilized to solve a portion of the existing Appalachian Basin regional takeaway challenges and allow Magnum Hunter to expand this natural gas transportation and processing business to third parties. About Magnum Hunter Magnum Hunter Resources Corporation and subsidiaries -- http://www.magnumhunterresources.com/-- are a Houston, Texas based independent exploration and production company engaged in the acquisition of exploratory leases and producing properties, secondary enhanced oil recovery projects, exploratory drilling, and production of oil and natural gas in the United States. TRIBUNE CO: $45.6M Bonus Plan Approved Over Objections ------------------------------------------------------ Overruling objections from unions, a bankruptcy judge reportedly has approved Tribune Co.'s proposed $45.6 million bonus payout to more than 700 managers and top executives, Law360 reports. A union had said in its objection that the bonuses would be "excessive by any measure." Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Claim Traders Offering 70-Cents-on-the-Dollar --------------------------------------------------------- According to an article by Peg Brickley posted at The Wall Street Journal's Bankruptcy Beat, claims traders are offering 70 cents on the dollar to acquire claims filed by Tribune Co.'s suppliers. Ms. Brickley cited an informal phone survey of creditors this week. Ms. Brickley relates claims traders last year offered as little as 15 cents on the dollar for the claims. According to TRIBUNE BANKRUPTCY NEWS, claim traders include ASM Capital, L.P.; Claims Recovery Group LLC; Longacre Opportunity Offshore Fund, Ltd.; Liquidity Solutions Inc.; Sierra Liquidity Fund, LLC; Hain Capital Holdings, Ltd.; United States Debt Recovery III LP; and Fair Harbor Capital, LLC. "The offers started to rise, however, around the time a group of Tribune's senior lenders, a/k/a potential lawsuit targets, said they'd like to propose a Chapter 11 plan that would pay 100% to creditors of operating subsidiaries. Most business suppliers fall in that category," Ms. Brickley reports. A bankruptcy-exit plan has yet to be filed in the Debtors' cases. Tribune has the exclusive right until February 28, 2010, to file a plan. Ms. Brickley also reports Tribune bond prices jumped in recent months, after bondholders set off a public clamor for a suit against the lenders that financed Tribune's 2007 leveraged buyout, the source of much of the debt. Ms. Brickley notes the bonds haven't risen as high as the trade claims amid continued uncertainty over who will get what under Tribune's restructuring. "The threat of an LBO lawsuit, or 'this elephant in the room,' as Judge Kevin Carey called it, has bondholders licking their chops because the timeline looks designed for victory," Ms. Brickley says. Ms. Brickley recalls Tribune collapsed into Chapter 11 in 2008 the year after the LBO piled on more than $8 billion worth of debt. "Recession or no recession, bondholder attorneys say the LBO is an easy target in a court fight over whether the deal doomed the company. No wonder a steering committee of 'credit agreement lenders' that put up $4 billion of the LBO money is ready to woo trade creditors owed $150 million with a 100-cents-on-the-dollar Chapter 11 plan," Ms. Brickley says. Ms. Brickley notes that even if no lender Chapter 11 plan ever materializes, the prices on trade claims are a sign that the truly smart money, the claims traders, believe the business vendors will not be left out in the cold, no matter what happen in the battle among the financial investors. She says they are betting that Tribune will take care of the sellers of advertising placement services, providers of helicopter rides for reporting from the skies and other vendors to the news and broadcast services. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Newspaper Guild Disappointed With Approval of Bonuses ----------------------------------------------------------------- Judge Kevin Carey at the U.S. Bankruptcy Court for the District of Delaware approved $45.6 million in bonuses for some 700 Tribune Company executives in federal bankruptcy court in Wilmington. However, the judge took no action on two other components of the bonus program which would have meant more than $20 million more in bonuses for top corporate management. Supported by other unions and the U.S. Trustee, the Washington- Baltimore Newspaper Guild (WBNG) objected to the proposed bonuses. Tribune, currently undergoing reorganization through a Chapter 11 bankruptcy process, has about $13 billion in debt. In a statement, M. William Salganik, past president of WBNG and its representative to the Tribune creditors' committee, said, "We're disappointed that the judge has approved the first level of bonuses. Tribune is paying out the largest amount ever through this bonus -- more than triple the amount it paid for 2008. At the same time, operating cash flow is the lowest since the program started in 1997 -- down more than one-third from 2008. We think it is too generous for the circumstances this year, and we believe that cash should be conserved to pay creditors and to invest in the business." "However, we're pleased that the judge has not approved the remaining two levels of extra payouts to top executives, which are much more generous than the 'regular' bonuses. We're glad that the objections by the Guild and other unions, and by the United States Trustee, have led the judge to give this bonus program such scrutiny. We believe these bonuses are excessive for Tribune at this time. We hope the judge ultimately agrees. "Not just for Tribune, as it tries to emerge from bankruptcy, but for the economy as a whole, it's important to examine the role that executive bonuses should play. The Guild believes companies that use an executive bonus program need to make sure it is truly tied to performance, and that the program provides the proper set of incentives. In Tribune's case, the program rewards cash flow, not revenue, and the executives exceeded their targets through an aggressive program of shrinking the products and the workforce. We don't believe this is a good long-term business plan. "Finally, although Tribune says its executives wouldn't be motivated to work hard without bonuses, we think more highly of our bosses. While we sometimes disagree with them, we think they're dedicated professionals who would do their best with or without bonuses -- just as thousands of non-executive employees are working hard for Tribune every day with no bonuses." About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENT: OpCo Debtors Want Feb. Deadline for Effective Date ----------------------------------------------------------------- The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana, seek to further extend the deadline, through and including February 28, 2010, by which all conditions to consummation of the confirmed OpCo Plan must be satisfied or waived. The OpCo Debtors aver that they have made substantial progress in their Chapter 11 cases. The OpCo Debtors have made significant headway toward satisfying the conditions precedent to the consummation of the Court-confirmed OpCo Plan, including (i) obtaining certain necessary state regulatory approvals for their casino operations, (ii) completing the registration process to become a reporting company under the Exchange Act of 1934, and (iii) finalizing the terms of their exit financing that will, among other things, allow them to repay all of the amounts outstanding under the DIP Facility, according to Lee E. Kaufman, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. The OpCo Debtors hope to exit Chapter 11 before the end of February 2010, Mr. Kaufman says. In the meantime, the period provided under the OpCo Plan for the satisfaction or waiver of all conditions to consummation will expire on January 31, 2010. However, despite their efforts to move expeditiously to consummate the OpCo Plan, the OpCo Debtors may not be in a position to declare the OpCo Plan effective by the January 31 effective date deadline, Mr. Kaufman tells the Court. The looming deadline threatens to jeopardize the OpCo Debtors' efforts to reorganize and consummate the OpCo Plan, he states. Under the current circumstances, the OpCo Debtors maintain that it is in the best interests of their creditors and estates to extend the current effective date deadline, through and including February 28, 2010. In separate filings, the OpCo Debtors sought and obtained the Court's approval to shorten the notice period for their request. The Court will convene a hearing on January 27, 2010, at 2:00 p.m., Eastern Time, to consider the OpCo Debtors' request. Objections are due on January 26, 2010, at 12:00 p.m., Eastern Time. 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 obtained confirmation from the Bankruptcy Court of a reorganization plan. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have obtained approval of a separate Chapter 11 plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENT: OpCo Debtors Want 4th Amendment to DIP Pact ---------------------------------------------------------- The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana, seek the Court's authority to enter into a fourth amendment to their existing DIP Credit Agreement, and to pay a related amendment fee, if any. The OpCo Debtors are hopeful that they will exit bankruptcy before the end of February 2010. In the meantime, however, the DIP Credit Agreement will mature by its terms on January 31, 2010, according to Lee E. Kaufman, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. Although the OpCo Debtors are working diligently to consummate their Plan, and continue to make substantial progress towards that end, they are still working towards satisfying certain conditions precedent, many of which require substantial time and are outside their control, Mr. Kaufman tells the Court. Among other things, the OpCo Debtors are in the process of obtaining certain necessary regulatory approvals, a process that requires each state's gaming regulators to approve the OpCo Plan and determine that the new directors and equity owners are qualified or otherwise suitable, Mr. Kaufman relates. The OpCo Debtors have initiated a dialogue with the DIP Lenders to extend the maturity date of the DIP Credit Agreement. Under a Fourth DIP Amendment, the OpCo Debtors seek to extend the maturity date of the DIP Credit Agreement, through and including February 28, 2010. The OpCo Debtors do not expect to pay any fees related to the current requested amendment. The Fourth DIP Amendment is still under discussion with the DIP Lenders, according to Mr. Kaufman. Ultimately, he notes, the amendment may contemplate the payment of an amendment fee payable as of the execution date of the Fourth DIP Amendment. As the terms of the Fourth DIP Amendment are currently being finalized with the DIP Lenders, the OpCo Debtors anticipate filing the final version of the Amendment before the hearing date of the amendment request. Previous amendments to the DIP Credit Agreement were approved by the Court on October 14, 2008, March 17, 2009, and August 31, 2009. The Court is set to convene a hearing on the Debtors' request on January 27, 2010, at 2:00 p.m., Eastern Time. Objections are due no later than January 26, at 12:00 p.m., Eastern Time. 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 obtained confirmation from the Bankruptcy Court of a reorganization plan. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have obtained approval of a separate Chapter 11 plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENT: NJ Debtors Want Until March 31 to Decide on Leases ----------------------------------------------------------------- The New Jersey Debtors, namely Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc., seek to further extend the time within which they must assume or reject their unexpired non- residential real property leases pursuant to Section 365(d)(4) of the Bankruptcy Code until the earlier to occur of: (i) March 31, 2010, or (ii) the Closing of the Amended and Restated Purchase Agreement on the sale of substantially all of the New Jersey Debtors' assets. The New Jersey Debtors conduct their business operations from premises subject to certain unexpired non-residential real property leases, which include several parcels of land, a garage, two warehouses, and a parking lot. A list of the 10 Unexpired Leases is available at no charge at: http://bankrupt.com/misc/TropiA_DispoUnexpiredLeases011910.pdf The New Jersey Debtors' current deadline to assume or reject the Unexpired Leases is the earlier of February 23, 2010, or the Closing of the sale of all of their assets. The New Jersey Debtors have received or reasonably expect to receive before the February 9, 2010 hearing on the Lease Decision Period Extension Motion "written consent of the lessor" to further extend the lease decision deadline. Moreover, the New Jersey Debtors do not anticipate meeting the current January 31, 2010 sale deadline of their assets, as additional regulatory approvals and waivers are required before a closing on the Agreement can occur. Indeed, former Justice Gary Stein has sought an extension of the sale period deadline from the New Jersey Casino Control Commission. A further extension of the Lease Decision Period will provide the New Jersey Debtors with the flexibility needed to comply with the Amended Purchase Agreement with respect to their asset sale, while avoiding the premature assumption of the Unexpired Leases and the resulting incurrence of unnecessary administrative expense obligations, Ilana Volkov, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Hackensack, New Jersey, asserts. 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 obtained confirmation from the Bankruptcy Court of a reorganization plan. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have obtained approval of 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) TUPPERWARE BRANDS: Moody's Affirms 'Ba1' Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Tupperware Brands Corporation, including the company's corporate family rating of Ba1 and revised the outlook to positive. Tupperware's speculative grade liquidity rating of SGL-2 was also affirmed. This positive rating action reflects Tupperware's improved profitability, sustained organic growth rate, meaningfully improved credit metrics and demonstrated conservative financial policies. "Tupperware's operating performance and credit metrics have improved despite the global economic downturn reflecting its excellent geographic diversification, portfolio of recognized brand names, favorable position in attractive direct selling markets and conservative debt management," says Moody's Vice President and Senior Credit Officer Janice Hofferber. These ratings of Tupperware were affirmed/LGD assessments revised: -- Corporate family rating of Ba1 -- Probability of default rating of Ba2 -- $200 million senior secured revolving credit due September 2012 of Baa3 (LGD 2, 19%) -- $465 million senior secured term loan A due September 2012 of Baa3 (LGD2, 19%) -- Speculative Grade Liquidity rating of SGL-2 -- Outlook is positive The last rating action regarding Tupperware was on September 12, 2008, when Moody's upgraded the company's corporate family rating to Ba1 and assigned a Speculative Grade Liquidity rating of SGL-2. Headquartered in Orlando, Florida, Tupperware Brands Corporation is a direct seller of premium food storage, preparation, serving items and cosmetics and personal care products with sales in almost 100 countries worldwide. Tupperware's distribution system for its storage business includes 1,800 distributors, 58,700 managers and 1.2 million dealers worldwide. In addition, the company's beauty business commands a direct sales force over 1.1 million. For the last twelve months ended September 26, 2009, Tupperware's sales were approximately $2.0 billion. TURNING STONE: Moody's Affirms Corporate Family Rating at 'B1' -------------------------------------------------------------- Moody's Investors Service affirmed Turning Stone Resort Casino LLC's Corporate Family Rating at B1 and $160 million senior unsecured notes due 2014 at B1. The rating outlook is stable. "The affirmation reflects Moody's expectation that the company's operating performance will likely remain resilient to the economic pressures, primarily due to effective cost control as well as favorable market conditions such as moderate local competition," stated Moody's analyst John Zhao. "We also expect Turning Stone will continue to generate positive free cash after tribal distribution." The B1 rating incorporates Turning Stone's small revenue base and dependence on a single property, partly offset by solid financial metrics, including total leverage of below 3.0 times as of September 2009 and relatively benign competitive landscape in the casino's feeder market. However, the pending litigations and substantial impact thereon constrain the rating. The favorable market conditions, characterized by lower than national average unemployment rate and modest local competition in its core Syracuse, NY market, partially contributed to Turning Stone resilience in its 2009 revenue which was basically flat compared to the prior year. Additionally, significant cost savings through effective cost control measures resulted in improved operating profit and free cash flow generation after tribe distribution. The company's debt protection measures improved as majority of the free cash flow was applied to debt pay down. Further, Turning Stone solidified its liquidity, by successfully refinancing its senior unsecured bond due 2010 in October 2009 with senior secured credit facilities (unrated) comprised of a $105 million term loan and $25 million revolving facility, both due in December 2013. The stable outlook reflects Moody's expectation that the revenue will not likely decline materially over the next 12-18 months as the company continues its effort to safeguard its customer base and local market is to stay insulated to outside competition, nor will it increase significantly without major capital spending on expansion. The outlook also incorporates Moody's view that despite the latest positive development on the litigation front when a District Court in New York State granted the Oneida Tribe's motion with regard to its "Land into Trust Application", great uncertainty exists both in terms of timing and final outcome in this particular case and a few other related and unrelated on going litigations. In Moody's opinion, the ultimate court decisions related to future legal challenges would likely occur over the longer term and outside of the 12-18 months rating horizon, at which point the ratings could be revisited. The October 2009 refinancing has shifted the company's previous pure-bond capital structure into a bank debt and bond construct, resulting in change of Moody's family recovery assumption from 35% to 50% according to the loss given default methodology. As a result, the probability of default rating was adjusted from Ba3 to B1, now at par with the corporate family rating. The rating action is: * Corporate Family Rating -- affirmed at B1 * Probability of Default Rating -- adjusted to B1 from Ba3 * $160 million senior unsecured notes due 2014 -- affirmed at B1, loss given default assessment rate was adjusted to LGD 4, 51% from LGD 4, 67%. * $160 million senior unsecured notes due 2010 -- withdrawn upon redemption * Rating outlook: stable Moody's last rating action occurred on June 19, 2007, when the B1 CFR was confirmed. Turning Stone Casino Resort owns and operates a gaming and hotel facility located approximately 30 miles east of Syracuse, NY. Turning Stone is a business enterprise of the Oneida Indian Nation that is located in New York. UAL CORP: Reports $176 Million 4th Quarter Net Loss --------------------------------------------------- UAL Corporation (Nasdaq: UAUA), the holding company whose primary subsidiary is United Air Lines, Inc. reported results for the fourth quarter ended December 31, 2009. The company: * Reported a fourth quarter net loss of $176 million, or $1.05 per basic share, excluding non-cash, net mark-to- market hedge gains and certain accounting charges as outlined in note 6 of the attached statement of consolidated operations, narrowing its net loss by $391 million compared to the fourth quarter of 2008. The company reported a GAAP net loss of $240 million, or $1.44 per basic share. * Reported a full year 2009 net loss of $1.1 billion, excluding non-cash, net mark-to-market hedge gains and certain accounting charges, an improvement of $645 million compared to the full year 2008. The company reported a full year 2009 GAAP net loss of $651 million, an improvement of $4.7 billion compared to full year 2008. * Consolidated passenger revenue per available seat mile (PRASM) for the fourth quarter declined 5.2% year-over- year, a significant sequential improvement compared to the 14.7% year-over-year decline in the third quarter of 2009. * Mainline unit cost per available seat mile (CASM) for the quarter was up 1.1% year-over-year, excluding fuel and certain accounting charges, despite a reduction in mainline capacity of 6.0% year-over-year. Mainline CASM, including fuel and excluding non-cash, net mark-to-market fuel hedge gains and certain accounting charges, was down 9.0% year-over-year. GAAP mainline unit cost, including these items, was down 19.8%. * Closed the quarter with total cash of $3.4 billion, unrestricted cash of more than $3.0 billion, and restricted cash of $341 million. * Completed financings totaling more than $2.1 billion in the fourth quarter and approximately $700 million early in the first quarter 2010, generating approximately $1.8 billion in new liquidity and reducing fixed obligations in 2010 and 2011 by more than $700 million. * Ranked No. 1 in on-time arrivals among the major network carriers for the fourth quarter and the full year 2009 based on preliminary industry results. * Welcomed Continental to the Star Alliance and filed an application with All Nippon Airways and Continental for antitrust immunity across the Pacific, in order to create a joint venture similar to the already approved joint venture across the Atlantic with Lufthansa, Continental and Air Canada. "Against a backdrop of extraordinary challenges in 2009, we responded with our best work. This has been a year of solid progress against our priorities of building network strength in key geographies, creating and maximizing revenue opportunities, and improving operational performance and customer satisfaction metrics, such as finishing first among network carriers in on-time performance," said Glenn Tilton, UAL Corporation chairman, president and CEO. "We have established tight cost control across the company, and, with strengthened liquidity, we are well positioned to continue to take actions to create a stronger United and improve our competitive position." Revenue Trends Continue Improvement from the Third Quarter For the fourth quarter, consolidated PRASM declined 5.2% year- over-year, an improvement of 9.5 percentage points compared to the third quarter of 2009. Consolidated yield declined 8.4% and consolidated load factor increased 2.8 percentage points year- over-year. 4Q 2009 Passenger Passenger Revenue % Inc./ PRASM % Inc./ ASM % Inc./ Geographic Revenue (Dec.) vs (Dec) vs. (Dec) vs. Area (millions) 4Q 2008 4Q 2008 4Q 2008 ---------- ---------- ------------- ------------ ------------ Domestic $1,732 (12.9%) (8.5%) (4.8%) Pacific 589 (15.9%) (7.8%) (8.7%) Atlantic 587 (1.7%) 1.3% (3.1%) Latin America 93 (27.0%) (6.0%) (22.3%) ---------- ------------- ------------ ------------ International $1,269 (10.9%) (3.6%) (7.7%) Mainline $3,001 (12.1%) (6.4%) (6.0%) Regional Affiliates 812 8.0% (7.8%) 17.2% Consolidated $3,813 (8.5%) (5.2%) (3.4%) Cargo revenue for the quarter decreased 7.8% year-over-year. This is a significant improvement from prior quarters as the improved economic environment coupled with reduced industry cargo capacity has resulted in increased yields and higher quality traffic in a number of major markets. Mainline Unit Costs Down 0.6 Percent Year-Over-Year for the Full Year 2009 Total consolidated expense, including fuel, was down $4.6 billion year-over-year for the full year 2009, excluding non-cash, net mark-to-market hedge gains and certain accounting charges. Consolidated expense, excluding fuel and certain accounting charges, was down $963 million or 7.5%, as the company continued its success in reducing non-fuel costs as capacity declined. Total GAAP consolidated expense, including these items, was down $8.1 billion for the year. Mainline CASM, excluding fuel and certain accounting charges, increased by only 1.1% in the fourth quarter, despite a 6.0% decline in mainline capacity. For the full year, mainline CASM, excluding fuel and certain accounting charges, decreased 0.6%, despite a 9.7% decline in mainline capacity. Consolidated CASM, excluding fuel and certain accounting charges, increased by only 1.0% year-over-year in the fourth quarter despite a 3.4% decline in consolidated capacity. GAAP mainline and consolidated CASM, including these items, were down 19.8% and 17.5% respectively, compared to the year-ago quarter. 70% of the Company's First Quarter 2010 Fuel Consumption Hedged The company recorded $24 million in cash losses on fuel hedges that settled in the fourth quarter. In addition, the company also recorded non-cash, net mark-to-market gains on its fuel hedges of $103 million. The cash losses on the contracts that settled during the quarter were offset by $52 million in cash collateral that was returned during the quarter. The table below details hedge impacts for the quarter: Three Months Ending Dec. 31, 2009 Fuel Hedge Impacts (in millions) ------------------ ---------------------------------- Included in Included in Non-Operating Fuel Expense Expense Total ------------ ------------- ----- Non-Cash Net Mark-to- Market Gain/(Loss) $65 $38 $103 Cash net Gain/(Loss) on Settled Contracts 9 (33) (24) ------------ ------------- ----- Total Recorded Net Gain ($74) ($5) ($79) ------------ ------------- ----- Return of Hedge Collateral $52 The company's hedge book consists of roughly 50% call options and 50% swaps, providing protection against rising fuel prices, while allowing significant downside participation if fuel prices fall. For the first quarter 2010, the company has capped 70% of its estimated consolidated fuel consumption at a crude equivalent average price of $75 per barrel. For the full year 2010, the company has capped 40% of its estimated consolidated fuel consumption at a crude-equivalent average price of $77 per barrel. The company will benefit from about 80% downside participation for the full year 2010 if fuel prices fall. Raised Substantial Liquidity in Improved Credit Markets The company ended the quarter with a total cash balance of $3.4 billion, which included an unrestricted cash balance of more than $3.0 billion and restricted cash of $341 million. During the fourth quarter, the company raised more than $2.1 billion from various transactions, adding more than $1 billion in new liquidity. This includes $345 million from a convertible debt offering, $138 million from the issuance of common equity, $129 million from a financing with SkyWest, Inc. and $60 million from asset sales and private financings. The company also raised $1.5 billion from refinancing two enhanced equipment trust certificates (EETCs), resulting in $380 million of incremental liquidity between closing and repayment of the existing secured notes. Of the $380 million in incremental liquidity, $130 million was received in the fourth quarter 2009 and $250 million was received in January 2010. In addition to generating incremental liquidity, the EETC refinancings reduced the company's debt amortization by $440 million in 2010 and by $275 million in 2011. This month, the company completed an additional secured debt offering which raised approximately $700 million in new liquidity. This new debt offering was secured by United's route authorities to operate between the United States and Japan and beyond Japan to points in other countries, certain airport takeoff and landing slots and airport gate leaseholds utilized in connection with these routes. To accommodate the transfer of the collateral from United's senior secured credit facility, the proceeds from this debt offering will remain in escrow until April 2010. During the fourth quarter, the company generated $88 million of positive operating cash flow and breakeven free cash flow, defined as operating cash flow less capital expenditures. The company had scheduled debt and net capital lease payments of $221 million during the fourth quarter and non-aircraft capital expenditures of $87 million. "We have clearly taken the liquidity issue off the table, having improved our unrestricted cash balance by more than $1 billion and, through our refinancings, significantly lowered our fixed obligations over the next few years," said Kathryn Mikells, UAL Corporation chief financial officer. "With business and premium traffic strengthening and the benefit of an improved cost structure, we are well on the road to closing the profitability gap." No. 1 On-Time Network Carrier for 2009 Based on preliminary industry results, United ranked first among the five U.S. network carriers in on-time arrival performance in both the fourth quarter 2009 and full year 2009. The company had a recordbreaking November with the best on-time performance since reporting to the Department of Transportation began in October 1987. It also tied its best ever day for arrival performance on November 28, when more than 96% of flights were on time. Business Highlights * United announced a significant investment in the company's future with a widebody aircraft order that will enable the carrier to reduce operating costs and better match aircraft to key markets it serves, while providing its customers with state-of-the-art cabin comfort. The new technology aircraft will reduce fuel burn and environmental impact, while enabling service to a broader array of international destinations. United ordered 25 Airbus A350 XWB aircraft and 25 Boeing 787 Dreamliner aircraft and has future purchase rights for 50 of each aircraft type. * United announced it will inaugurate its first-ever service to Africa in 2010, with one daily, sameplane service from Washington to Accra, Ghana, continuing on to Lagos, Nigeria. The airline also will extend its existing daily Washington-Kuwait flight to include Bahrain, and will offer a new nonstop flight between Chicago and Brussels, Belgium, and a new seasonal nonstop flight between Chicago and Rome, Italy. * Following Continental Airlines' entry into Star Alliance, United, All Nippon Airways (ANA) and Continental filed an application with the U.S. Department of Transportation for antitrust immunity. This first-of-its kind U.S.-Pacific joint venture builds on United's presence in the region and will enable the three carriers to generate substantial service and pricing benefits for consumers. The joint venture would be similar to an already approved trans- Atlantic joint venture with Lufthansa, Continental and Air Canada. 2010 Outlook The company expects both mainline and consolidated CASM, excluding fuel, profit sharing and certain accounting charges for the full year 2010 to be up 2.0% to 3.0% year-over-year. The full increase is driven by unit cost pressures in four areas: revenue-related expenses, airport rents and landing fees, Annual Incentive Plan accruals in 2010 and accelerated aircraft depreciation. Please refer to Q2 in the Questions & Answers section on page 8 of this release for a description of the impact of these items on 2010 non-fuel unit cost. The company expects scheduled debt and capital lease payments of approximately $700 million, nonaircraft capital expenditures of approximately $350 million and aircraft pre-delivery deposits of approximately $60 million for the full year 2010. Complete details on United's outlook can be found in the Investor Update, available at www.united.com/ir UAL Corporation and Subsidiary Companies Unaudited Statement of Consolidated Operations Three Months Ended December 31, 2009 (In Millions) Operating revenues: Passenger - United Airlines $3,001 Passenger - Regional Affiliates 812 Cargo 166 Other operating revenues 214 -------- Total Operating Expenses 4,193 Operating expenses: Salaries and related costs 935 Aircraft fuel 877 Regional affiliates 785 Purchased services 315 Aircraft maintenance materials and outside repairs 247 Landing fees and other rent 229 Depreciation and amortization 227 Distribution expenses 132 Aircraft rent 81 Cost of third party sales 58 Other impairments and special items 124 Other operating expenses 257 -------- Total Operating Expenses 4,267 Loss from operations (74) Other income (expense): Interest expense (162) Interest income 4 Interest capitalized 2 Miscellaneous, net 18 -------- (138) Loss before income taxes and equity in earnings of affiliates (212) Income tax expense (benefit) 29 -------- Loss before equity in earnings of affiliates (241) Equity in earnings of affiliates, net of tax 1 -------- NET LOSS ($240) ======== UAL Corporation and Subsidiary Companies Unaudited Statement of Consolidated Operations Year Ended December 31, 2009 (In Millions) Operating revenues: Passenger - United Airlines $11,910 Passenger - Regional Affiliates 3,064 Cargo 536 Other operating revenues 825 -------- Total Operating Expenses 16,335 Operating expenses: Salaries and related costs 3,773 Aircraft fuel 3,405 Regional affiliates 2,939 Purchased services 1,167 Aircraft maintenance materials and outside repairs 965 Landing fees and other rent 905 Depreciation and amortization 902 Distribution expenses 534 Aircraft rent 346 Cost of third party sales 230 Goodwill impairment - Other impairments and special items 374 other operating expenses 956 -------- Total Operating Expenses 16,496 -------- Loss from operations (161) Other income (expense): Interest expense (577) Interest income 19 Interest capitalized 10 Miscellaneous, net 37 -------- (511) Loss before income taxes and equity in earnings of affiliates (672) Income tax expense (benefit) (17) -------- Loss before equity in earnings of affiliates (655) Equity in earnings of affiliates, net of tax 4 -------- NET LOSS ($651) ======== UAL Corporation and Subsidiary Companies Statements of Consolidated Cash Flows Three Months Ended December 31, 2009 (In Millions) Cash flows provided (used) by operating activities: $88 Cash flows provided (used) by investing activities: Net sales of short-term investments - Additions to property, equipment and deferred software (87) Proceeds from the sale of investment 10 (Increase) Decrease in restricted cash 18 Proceeds from asset sale-leasebacks 40 Proceeds from litigation on advance deposits - Proceeds from the sale of property and equipment 1 Other, net (10) -------- (28) -------- Cash flows provided (used) by financing activities: Repayment of Credit Facility - Repayment of other debt (161) Special distribution to common shareholders - Principal payments under capital leases (61) Decrease in capital lease deposits - Increase in deferred financing costs (40) Proceeds from issuance of long-term debt 586 Proceeds from the issuance of common stock 132 Other, net - -------- 457 -------- Increase (decrease) in cash and cash equivalents during the period 517 Cash and cash equivalents at beginning of the period 2,525 -------- Cash and cash equivalents at end of the period $3,042 ======== UAL Corporation and Subsidiary Companies Statements of Consolidated Cash Flows Year Ended December 31, 2009 (In Millions) Cash flows provided (used) by operating activities: $966 Cash flows provided (used) by investing activities: Net sales of short-term investments - Additions to property, equipment and deferred software (317) Proceeds from the sale of investment 10 (Increase) Decrease in restricted cash (19) Proceeds from asset sale-leasebacks 175 Proceeds from litigation on advance deposits - Proceeds from the sale of property and equipment 78 Other, net (7) -------- (80) -------- Cash flows provided (used) by financing activities: Repayment of Credit Facility (18) Repayment of other debt (776) Special distribution to common shareholders - Principal payments under capital leases (190) Decrease in capital lease deposits 23 Increase in deferred financing costs (49) Proceeds from issuance of long-term debt 907 Proceeds from the issuance of common stock 222 Other, net (2) -------- 117 -------- Increase (decrease) in cash and cash equivalents during the period 1,003 Cash and cash equivalents at beginning of the period 2,039 -------- Cash and cash equivalents at end of the period $3,042 ======== "United did an 'exceptional' job reducing costs and benefits as revenue improves," Gary Chase, an analyst at Barclays Capital in New York who rates UAL as "overweight," wrote in a note to clients, reports Bloomberg News. UAL rose 4 cents to $12.83 at 4 p.m. in Nasdaq Stock Market trading, according to a January 27 report by Bloomberg News. UAL stock has gained 16 percent in the past 12 months, says the report. Bloomberg's Nadine Elsibai Skoczylas said UAL Corp. Chief Financial Officer Kathryn Mikells told CNBC that UAL is seeing "strong signs" of recovery. "Trends in terms of business travelers coming back are clearly trending positive and continue to trend positive," Ms. Mikells said in an interview on CNBC, notes the report. "We're clearly seeing strong signs of recovery." Ms. Mikells further stated that better traffic plus lower costs put United on the road to "closing the probability gap," reports The The Associated Press. About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The company filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. (United Airlines Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) UAL Corp. carries a 'Caa1' probability of default rating from Moody's, 'B-' long term foreign issuer credit rating from Standard & Poor's, and 'CCC' long term issuer default rating from Fitch. UAL CORP: Provides Financial Projections for 1st Quarter -------------------------------------------------------- UAL Corp, the holding company of United Air Lines, Inc., filed with the U.S. Securities and Exchange Commission on January 27, 2010, an investor update related to its financial and operational outlook for the first quarter and full year of 2010. Capacity Kathryn A. Mikells, senior vice president and chief financial officer of UAL, discloses that first quarter 2010 consolidated available seat miles are estimated to be down 1.5% to 2.5% year- over-year. Full-year 2010 consolidated ASMs are estimated to be down 0.5% to up 0.5%, she says. Non-Fuel Expense UAL expects first quarter 2010 mainline non-fuel unit cost per ASM, excluding profit sharing and certain accounting charges, to be up 4.5% to 5.5% year-over-year. Similarly, UAL estimates consolidated CASM, excluding profit sharing and certain accounting charges, to be up 4.0% to 5.0% year-over-year. For the full-year 2010, UAL anticipates both mainline and consolidated CASM, excluding fuel, profit sharing and certain accounting charges to be up 2.0% to 3.0% year-over-year. Ms. Mikells explains that the full increase is driven by unit cost pressures in four areas: revenue-related expenses, airport rents and landing fees, Annual Incentive Plan accruals in 2010 and accelerated aircraft depreciation. Fuel Expense UAL estimates mainline fuel price, including the impact of cash settled hedges, to be $2.22 per gallon for the first quarter and $2.27 for the full year, based on forward prices as of January 22, 2010. Non-Operating Income/Expense Ms. Mikells relates that non-operating expense is estimated to be $150 million to $160 million for the first quarter and $650 million to $670 million for the full year. Income Taxes Because of its net operating loss carry-forwards, UAL expects to pay minimal cash taxes for the foreseeable future and is not recording incremental tax benefits at this time. UAL also anticipates an effective tax rate of 0% for the first quarter and full year 2010. Capital Spending and Scheduled Debt and Capital Lease Payments Of the planned roughly $350 million in non-aircraft capital expenditures for 2010, about $70 million will be spent in the first quarter, Ms. Mikells points out. She says that UAL will have about $60 million in aircraft pre-delivery deposits for the first quarter 2010 and full year 2010 associated with the widebody aircraft order previously announced in the fourth quarter of 2009. She further states that UAL expects scheduled debt and capital lease payments of about $168 million for the first quarter and about $700 million for the full year. Fuel Hedge Positions Ms. Mikells discloses that UAL's hedge book consists of roughly 50% call options and 50% swaps, providing protection against rising fuel prices, while allowing significant downside participation if fuel prices fall. For the first quarter 2010, UAL has capped 70% of its estimated consolidated fuel consumption at a crude-equivalent average price of $75 per barrel. Moreover, for the full year 2010, UAL has capped 40% of its estimated consolidated fuel consumption at a crude-equivalent average price of $77 per barrel. She explains that UAL will benefit from about 80% downside participation for the full year 2010 if fuel prices fall. UAL's estimated settled hedge impacts - including the impact of hedge premiums - at various crude oil prices, based on the hedge portfolio as of January 22, 2010 are: Cash Settled Crude Oil Price Hedge Impact 1Q10 2Q10 3Q10 4Q10 FY10 --------------- ------------ ---- ---- ---- ---- ---- $100 per Barrel Mainline Fuel Price Excluding Hedge($/gal) $2.77 $2.78 $2.85 $2.87 $2.82 Impact to Fuel Expense ($/gal) ($0.27)($0.28)($0.14)($0.05)($0.18) $90 per Barrel Mainline Fuel Price Excluding Hedge($/gal) $2.53 $2.54 $2.61 $2.64 $2.58 Impact to Fuel Expense ($/gal) ($0.13)($0.13)($0.05)($0.02)($0.08) $80 per Barrel Mainline Fuel Price Excluding Hedge($/gal) $2.29 $2.31 $2.37 $2.40 $2.34 Impact to Fuel Expense ($/gal) $0.01 $0.01 $0.04 $0.00 $0.01 $74.54 per Mainline Fuel Barrel Price Excluding Hedge($/gal) $2.16 $2.18 $2.24 $2.27 $2.21 Impact to Fuel Expense ($/gal) $0.06 $0.07 $0.07 $0.02 $0.06 $70 per Barrel Mainline Fuel Price Excluding Hedge($/gal) $2.06 $2.07 $2.13 $2.16 $2.10 Impact to Fuel Expense ($/gal) $0.11 $0.12 $0.09 $0.02 $0.09 $60 per Barrel Mainline Fuel Price Excluding Hedge($/gal) $1.82 $1.83 $1.89 $1.92 $1.87 Impact to Fuel Expense ($/gal) $0.18 $0.20 $0.14 $0.04 $0.14 $50 per Barrel Mainline Fuel Price Excluding Hedge($/gal) $1.58 $1.59 $1.66 $1.68 $1.63 Impact to Fuel Expense ($/gal) $0.26 $0.28 $0.19 $0.05 $0.19 A full-text copy of UAL's Investor Update is available for free at http://ResearchArchives.com/t/s?4ea1 About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The company filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. (United Airlines Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) UAL Corp. carries a 'Caa1' probability of default rating from Moody's, 'B-' long term foreign issuer credit rating from Standard & Poor's, and 'CCC' long term issuer default rating from Fitch. UAL CORP: ALPA to Pay $44MM to Senior Pilots, Sues Over Payment --------------------------------------------------------------- Judge Matthew F. Kennelly of the United States District Court for the Northern District of Illinois entered on December 14, 2009, a final judgment in favor of John P. Mansfield, individually and on behalf of about 2,200 individuals against Air Line Pilots Association, International and United Air Lines, Inc. To recall, Mr. Mansfield and certain United senior pilots filed a lawsuit in 2006, against ALPA in the District Court, alleging that the organization did not adequately represent their interests when UAL Corp. was in bankruptcy. According to the complaint filed by Mr. Mansfield, et al., ALPA favored younger union members when it allocated $550 million in convertible notes given by United in exchange for the right to terminate pension plan obligations. UAL intervened in 2007, asserting that the Mansfield Action might undermine its reorganization, Bloomberg noted. In light of the final judgment, the District Court approved a settlement agreement between Mr. Mansfield, et al. and the ALPA dated October 18, 2009, whereby ALPA will pay $44,000,000 into an interest-bearing escrow account at a financial institution, on the first to occur of: (1) the 51st day after entry of the Final Judgment and Order, if there is no timely appeal; or (2) the 91st day after entry of the Final Judgment and Order, if there was a timely appeal from entry of the Final Judgment. Pursuant to the Settlement Agreement, the class counsel is awarded attorneys' fees of $15,400,000, which is 35% of the aggregate settlement fund, and reimbursement of expenses for $986,589. Myron Cherry, Esq., counsel to ALPA told The Wall Street Journal that the deadline to file appeals to the Settlement Agreement has passed, and ALPA is, thus, expected to make the payment of the $44 million within weeks. In a prior interview with Bloomberg, Mr. Cherry said that ALPA would ask United to fund at least some of the $44 settlement amount. However, UAL spokesperson Jean Medina said via phone interview with Bloomberg that United had received no request for payment as of January 21, 2010. In this light, the ALPA commenced an action against UAL in a state court in New York, seeking the $44 million that ALPA will pay in the Settlement Agreement, WSJ disclosed. According to the WSJ, ALPA had $100 million in net assets at the end of 2008, based on its most recent financial report filed with the United States Department of Labor. ALPA took in total receipts, including dues income, of $233.5 million that year, and it disbursed $238.1 million, the WSJ said. About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The company filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. (United Airlines Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) UAL Corp. carries a 'Caa1' probability of default rating from Moody's, 'B-' long term foreign issuer credit rating from Standard & Poor's, and 'CCC' long term issuer default rating from Fitch. US STEEL: $1.7 Bil. Operating Loss Won't Move Moody's 'Ba2' Rating ------------------------------------------------------------------ Moody Investors Service commented that US Steel's $1.7 billion operating loss and net loss of $1.4 billion in 2009 has no immediate impact on the company's Ba2 corporate family rating. The rating outlook remains negative. Moody's last rating actions on US Steel were on April 27, 2009 when Moody's downgraded the Baa3 senior unsecured rating, assigned a Ba2 corporate family rating and assigned a Ba3 rating to the senior convertible note issue due 2014. Headquartered in Pittsburgh, PA, US Steel manufactures a wide variety of steel sheet, tubular and tin products. Revenues for the year ended December 31, 2009, were $11.0 billion, a 51% decrease from 2008 revenue levels. US STEEL: Fitch Downgrades Issuer Default Rating to 'BB+' --------------------------------------------------------- Fitch Ratings has downgraded United States Steel Corporation's ratings: -- Issuer Default Rating to 'BB+' from 'BBB-'; -- Senior secured credit facility to 'BBB-' from 'BBB'; and -- Senior unsecured notes to 'BB+' from 'BBB-'. The Rating Outlook is revised to Stable from Negative. The downgrade reflects lack of visibility into the strength of the recovery and the timing of U.S. Steel's return to profitability. The Stable Rating Outlook reflects Fitch's view that U.S. Steel's liquidity is sufficient to support operations should the recovery remain weak for the next 12-18 months. Fitch believes that free cash flow will be negative for 2010 and the ratings incorporate the possibility that the company will seek external financing in the near term for some portion of its capital spending over the next 24-36 months. Preliminary operating EBITDA was a loss of roughly $1 billion for 2009 and debt at year-end was $3.4 billion. Cash on hand at year-end was $1.2 billion; the $750 million revolver was available up to its borrowing base ($637 million as of Sept. 30, 2009) as was the $500 million accounts receivable facility. The revolver expires May 11, 2012, and the receivables facility expires Sept. 24, 2010. The revolver has a 1.10:1.00 fixed charges coverage ratio requirement only at such times as availability under the facility is less $112.5 million. Fitch estimates that scheduled maturities of debt are $19 million in 2010, $590 million in 2011 and $20 million in 2012 following the repayment of the term loans in 2009. Capital expenditure guidance for 2010 is $530 million and Fitch expects interest expense in the range of $190 million to $200 million. Fitch expects U.S. Steel to generate positive EBITDA in 2010. A review of the ratings and Outlook would be warranted should liquidity deteriorate or results are much weaker than expected. U.S. Steel ranks in the world's top steel producers with raw steel capability of 31.7 million net tons per year. The company produces a wide variety of steel products, is a leading supplier of carbon sheet to the automotive and appliance industries, and is the second-largest tin mill product producer in North America. U.S. Steel is the largest North American producer of seamless oil country tubular goods used in oil/gas drilling. VICKY BARTKO: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Vicky Bartko fka Wladysla Bartko aka Vicky Green 169 Bayside Drive Atlantic Beach, NY 11509-1640 Bankruptcy Case No.: 10-10472 Chapter 11 Petition Date: January 27, 2010 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Stuart M. Bernstein Debtor's Counsel: Edward E. Neiger, Esq. Neiger LLP 111 John Street New York, NY 10038 Tel: (212) 267-7342 Fax: (212) 406-3677 Email: eneiger@neigerllp.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $2,440,800, and total debts of $3,075,176. A full-text copy of Ms. Bartko's petition, including a list of her 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nysb10-10472.pdf The petition was signed by Ms. Bartko. WASHINGTON MUTUAL: Trustee Slams Investor's Committee Request ------------------------------------------------------------- The U.S. trustee in Washington Mutual Inc.'s bankruptcy has objected to Black Horse Capital Management LLC's request to reconstitute a committee of equity holders by making it include only preferred stock holders, noting that many of the members already hold preferred shares, according to Law360. 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). WITSOP-1 LLC: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Witsop-1,LLC 150 Longwater Drive, Suite 202 Norwell, MA 02061 Bankruptcy Case No.: 10-10711 Chapter 11 Petition Date: January 27, 2010 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Henry J. Boroff Debtor's Counsel: Frank D. Kirby, Esq. Law Offices of Frank D. Kirby 5 Pleasant Street, 5th floor Worcester, MA 01609 Tel: (617) 388-9278 Fax: (508) 798-0027 Email: frank@fkirbyesq.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by James V. O'Brien. WORLD COLOR: Moody's Says Acquisition by Quad May Fully Repay Debt ------------------------------------------------------------------ Moody's Investors Service said the proposed acquisition of World Color Press Inc. by Quad/Graphics, Inc., is likely to result in World Color's debt being fully repaid. Moody's most recent rating action concerning World Color was taken on June 15, 2009, at which time, among other things, the company's corporate family and probability of default ratings were downgraded to B2. World Color's ratings were assigned by evaluating factors Moody's believes are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of World Color's core industry and World Color's ratings are believed to be comparable to those of other issuers of similar credit risk. Headquartered in Montreal, Quebec, Canada, World Color Press Inc. is one of the world's largest commercial printers. WORLD COLOR: S&P Puts 'B+' Rating on CreditWatch Positive --------------------------------------------------------- Standard & Poor's Ratings Services said it placed all of its ratings on Montreal-based World Color Press Inc. (formerly Quebecor World Inc.), including its 'B+' long-term corporate credit rating, on CreditWatch with positive implications. Positive implications mean that S&P could raise or affirm the ratings depending on the outcome of S&P's review. "This rating action follows the announcement of a definitive agreement by which Wisconsin-based commercial printer Quad/Graphics Inc. will acquire World Color in a largely stock transaction," said Standard & Poor's credit analyst Lori Harris. "We expect the acquisition to close in the summer of 2010, subject to shareholder and regulatory approvals," Ms. Harris added. Should the transaction be completed, S&P believes the combined company would have stronger business risk and financial risk profiles than World Color on a stand-alone basis because of opportunities for synergies, improved product and geographic footprint, and larger scale, as well as S&P's expectation that the company will not be highly leveraged. The ratings on World Color will remain on CreditWatch with positive implications until the transaction is completed and the company's existing debt is either repaid or refinanced. Should the transaction be terminated, S&P will remove the ratings from CreditWatch. * Bill Aims To Add Bankruptcy Judges Amid Case Crunch ----------------------------------------------------- With bankruptcy courts facing an ever-mounting stack of increasingly complex cases in a crumbled economy, the U.S. House of Representatives is considering a bill that would add 25 permanent judges to the bankruptcy bench, according to Law360. * Municipal Gov't Bankruptcy Warnings to Trigger Fitch Inquiry -------------------------------------------------------------- Stan Rosenberg at Dow Jones Newswires reports Fitch Ratings warned Wednesday that while some fiscally distressed municipal governments have publicly considered filing for bankruptcy over the past year, those "statements should be taken seriously" and that they will "trigger an inquiry" by the ratings firm. "If bankruptcy is being actively considered, Fitch will assess whether the entity's current rating should be maintained, as consideration of bankruptcy not only indicates severe financial stress but also a willingness to compromise the credit standing of bondholders through a bankruptcy filing," the Fimalac S.A. (FIM.FR) said in a special comment, according to Dow Jones. Fitch, the report relates, cited a bankruptcy workout plan approved in December by the city council of Vallejo, Calif., that includes reductions in debt service payments on general fund obligations. It said the plan seems to align with a bankruptcy judge's earlier ruling that favored rejection of Vallejo's labor contract with an electrical workers' union. The basis for the rejection was that it met three criteria, one of which was that all creditors shared equitably in losses, including bondholders, to whom payments had previously been delayed or reduced. Bondholders usually are protected from sharing in losses. "If the Vallejo bankruptcy plan is approved by the court and ultimately upheld, it could set a precedent for future municipal bankruptcies," according to a team of Fitch analysts headed by Richard J. Raphael, the report relates. At least some classes of bondholders would have to share in losses along with other creditors under the ruling, "further highlighting the perils to bondholders when bankruptcy is pursued." * Rohatyn Returns to Lazard as Special Advisor to CEO ----------------------------------------------------- Lazard Ltd. said Wednesday Felix Rohatyn has returned to the firm as Special Advisor to Chairman and Chief Executive Officer Kenneth M. Jacobs, effective February 1. Mr. Rohatyn, based in New York, had a nearly 50-year career at Lazard, as a Partner and Managing Director, until he left in 1997 to serve as United States Ambassador to France. He most recently headed his own private advisory firm, Rohatyn Associates. "Felix is a legend in our industry, and I am honored that he is returning to the firm that he helped to create," said Mr. Jacobs. "His wisdom and unparalleled experience working with multi- national organizations, financial institutions and governments, extensive relationships in both the public and private sectors and his long history with Lazard, will provide tremendous value to our clients, to me and our leadership team." "Lazard has demonstrated an innate ability to grow and thrive through changes in leadership, capital structure and the economy," said Mr. Rohatyn. "It has been immensely rewarding to see Ken rise to lead Lazard. I look forward to returning to Lazard to work with Ken and his leadership team, but also to rejoining a firm that has cemented its position as one of the leading financial advisory firms in the world." Mr. Rohatyn is a trustee of the Center for Strategic and International Studies, is a member of the Council on Foreign Relations, and serves on the Board of Directors of Publicis Groupe SA and LVMH (Louis Vuitton Moet Hennessey). Mr. Rohatyn started his career at Lazard in 1948, leaving in 1997 for his Ambassadorship to France under President Clinton. He was chairman of the Municipal Assistance Corporation (MAC) of the State of New York from 1975 to 1993, where he managed the negotiations that enabled New York City to resolve its financial crisis in the late 1970s. He also served as a member of the board of governors of the New York Stock Exchange from 1968 to 1972. The Deal.com's Maria Woehr reports Simpson Thacher & Bartlett LLP's Lee Meyerson told The Deal's Suzanne Stevens that initially he was surprised that Felix Rohatyn has returned to Lazard. "It's a reunion of the old gang," he said in an interview. "I think he will have a significant impact." About Lazard Lazard Ltd. (NYSE: LAZ) -- http://www.lazard.com/-- one of the world's preeminent financial advisory and asset management firms, operates from 39 cities across 24 countries in North America, Europe, Asia, Australia, Central and South America. With origins dating back to 1848, the firm provides advice on mergers and acquisitions, strategic matters, restructuring and capital structure, capital raising and corporate finance, as well as asset management services to corporations, partnerships, institutions, governments and individuals. * BOOK REVIEW: Financial Planning for High Net Worth Individual --------------------------------------------------------------- Authors: Richard H. Mayer and Donald R. Levy Publisher: Beard Books Paperback: 428 pages List Price: US$59.95 Order your personal copy at http://amazon.com/exec/obidos/ASIN/1587982323/internetbankrupt Financial Planning for High Net Worth Individuals by Richard H. Mayer and Donald R. Levy is a comprehensive and authoritative guide to the art and science of wealth management. It is a source book that wealth management advisers can turn to when looking for in-depth answers. Collected here are the insights of expert advisers, presented in a thoughtful and thorough manner on the vital aspects of financial management. This book is for high net worth individuals as well as for every serious wealth management professional. Richard H. Mayer, Chartered Life Underwriter, Registered Investment Advisor. Mr. Mayer has more than 40 years of experience in the insurance industry where he specializes in advising high net worth individuals and in developing executive compensation plans. Donald R. Levy, JD, MBA, is an attorney and benefits consultant. Mr. Levy has authored or edited a number of books including the Research Institute of America Answer Book, Executive Compensation Treatise, 403(b) Answer Book, Guide to Cash Balance Plans, Quick Reference Guide to IRAs, and the State-by-State Guide to Managed Care Law. ********* 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. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***