/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100217.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, February 17, 2010, Vol. 14, No. 47 Headlines 10822 N. SCOTTSDALE: Voluntary Chapter 11 Case Summary ACCURIDE CORP: Price Associates Owns 2.8% of Common Stock ACTGG PARTNERSHIP: Updated Case Summary & Creditors List ADVANTA CORP: Putnam LLC Owns 240 Shares of Common B Stock ADVANTA CORP: Advanta Employee Stock Plan Owns 8.2% of Stock AGE REFINING: Section 341(a) Meeting Scheduled for March 8 AGE REFINING: Court Extends Schedules Deadline by 30 Days AGE REFINING: Taps Cox Smith as Bankruptcy Counsel AGE REFINING: Has Interim Access to $35-Mil. in DIP Loans ALERIS INTERNATIONAL: Alchem Sells 36-Acre Property for $187,500 ALERIS INTERNATIONAL: Gets Nod to Reject ISDA Pact With Koch ALERIS INTERNATIONAL: Has Court OK for Financial Balloting Group AMERICAN INT'L: ALICO Sale to Metlife Faces Tax Issues AMTRUST FINANCIAL: Files Schedules of Assets and Liabilities AMTRUST FINANCIAL: U.S. Trustee Forms 4-Members Creditors Panel ANDREW BARROLL: Case Summary & 19 Largest Unsecured Creditors APPLETON PAPERS: Issues $305-Mil. New 10.50% Senior Sec. Notes ASSET RESOLUTION: Appeals Conversion to Chapter 7 AXIA INC: To Sell to Insiders as No Competing Bids Received BASHAS' INC: Closes Colorado Grocery Store for Good ANDREW BARROLL: Case Summary & 19 Largest Unsecured Creditors APPLETON PAPERS: Issues $305-Mil. New 10.50% Senior Sec. Notes BIOBASED TECHNOLOGIES: Court Approves Plan of Reorganization BOECKLE PROPERTIES: Case Summary & 3 Largest Unsecured Creditors BRUCE NEVIASER: Voluntary Chapter 11 Case Summary BUDDY QUITORIO: Case Summary & 20 Largest Unsecured Creditors CABRINI MEDICAL: Sloan-Kettering to Buy Property for $83.1MM CARBIZ INC: Halts Operations; Turns Assets Over to Senior Lenders CATHOLIC CHURCH: Fairbanks to Auction Pilgrim Hot Springs in March CBD DEVELOPMENT: Case Summary & 1 Largest Unsecured Creditor CENTER 130 LLC: Case Summary & 4 Largest Unsecured Creditors CFM U.S.: Chapter 11 Case Dismissed by Court CHERRY TREE CORP: Case Summary & 6 Largest Unsecured Creditors CHRYSLER LLC: Seeks to Sell Twinsburg Plant for $27.5 Million CLEARPOINT BUSINESS: ComVest Purchases Majority Stake COACHMEN INDUSTRIES: Gabelli Funds Disclose Equity Stake COACHMEN INDUSTRIES: PSERS Reports 1.79% Equity Stake COACHMEN INDUSTRIES: Rights Deal With Continental Stock Expires CONSECO INC: Hotchkis & Wiley Holds 5.0% Equity Stake COREL CORP: Cancels Registration of Common Stock DANNY'S FAMILY: Sent Units to Chapter 11 on Loan Defaults DELPHI CORP: Autoliv to Buy Asian Protection Systems by March 13 DELPHI CORP: DPH Receives $7.48MM Grant From Energy Department DELPHI CORP: Sells Chassis Facility in Saginaw, Michigan DELTA AIR LINES: Completed Integration With Northwest Feb. 1 DELTA AIR LINES: Disappointed at DOT Ruling on Slot Transaction DELTA AIR LINES: Suspends Service to Humboldt County DON FARR MOVING : Updated Case Summary & Creditors List DOYLESTOWN PARTNERS: Case Summary & 2 Largest Unsecured Creditors EAST CAMERON PARTNERS: Reaches Settlement with Sukuk Holders EAST CAMERON PARTNERS: Proposes to Sell Assets to Secured Lenders EAST WEST RESORT: Files for Chapter 11 in Delaware EASTMAN KODAK: Amends Credit Agreement with Citicorp USA EMERICH GIANNOTTI: Voluntary Chapter 11 Case Summary ENNIS HOMES: Disclosure Statement Wins Bankruptcy Court Approval EVERYDAY LOGISTICS: Case Summary & 20 Largest Unsecured Creditors EXIDE TECHNOLOGIES: Wants to Object to Claims Until April 30 FILENE'S BASEMENT: Makes Initial Distribution to Creditors FLEETWOOD ENTERPRISES: Brigade Capital Owns 8.9% of Common Stock FLEETWOOD ENTERPRISES: Tennenbaum Capital Owns 11.1% of Stock FREESCALE SEMICONDUCTOR: ING Halts $750 Million Bond Issue FREESCALE SEMICONDUCTOR: Has Requisite Votes for Notes Issuance GARY DERUSSO: Voluntary Chapter 11 Case Summary GENERAL GROWTH: Simon Makes $10 Billion Offer for Assets GENERAL GROWTH: Finds Simon Property Group's Offer Too Low GENERAL MOTORS: Vice Chairman Lutz Says Execs Are Underpaid GREEN BUILDERS: Earns $202,850 in December 31 Quarter HALCYON MUSIC PUBLISHING: Voluntary Chapter 11 Case Summary INTERNATIONAL BARRIER: Posts $124,000 Loss in December Quarter JACK RICOTTA: Voluntary Chapter 11 Case Summary JAMES MCCLUNG: Case Summary & 20 Largest Unsecured Creditors JAMES RANDAL STEVENSON: Voluntary Chapter 11 Case Summary JEFFREY FUNKE: Case Summary & 20 Largest Unsecured Creditors JETBLUE AIRWAYS: BlackRock Reports 6.29% Equity Stake JETBLUE AIRWAYS: Federated Investors Discloses 5.64% Stake JETBLUE AIRWAYS: Wellington Management Reports 7% Stake JETBLUE AIRWAYS: Whitebox Advisors Reports 5.6% Stake JSC ALLIANCE: Files for Chapter 15 Protection LANDAMERICA FIN'L: Waterstone Asset Owns 9.92% of Common Stock LARRY BAGGS: Case Summary & 2 Largest Unsecured Creditors LEHMAN BROTHERS: $1 Bil. in Claims Change Hands in 20 Days LEHMAN BROTHERS: District Judge Drops Case vs. Board Members LEHMAN BROTHERS: Gets Nod for Kasowitz as Special Counsel LEHMAN BROTHERS: Singapore Agency Welcomes Payout for Holders LEHMAN BROTHERS: Wants to Expunge $57BB in Duplicate Claims LIBBEY INC: Completes Refinancing of Units' Existing Debts LIVERMERCIAL AVIATION: Updated Case Summary & Unsec. Creditors LOAN LINK FINANCIAL: Files for Chapter 7 Liquidation LODGIAN INC: Donald Smith Owns 10.01% of Common Stock LOLA BLACK: Owner Maria Pinto Closes Shop, to Seek Bankruptcy LRL CITI: Section 341(a) Meeting Scheduled for March 9 MAGNA ENTERTAINMENT: Postpones Pimlico and Laurel Auction Anew MAGNA ENTERTAINMENT: Canyon Capital Stake Down to 1.82% MAGNA ENTERTAINMENT: GLG Partners Owns 13.31% of Securities MARHABA PARTNERS: Wants Access to City Bank Cash Collateral MARIBELLAX GROUP: Updated Case Summary & Creditors List MAUREEN DUNKEL: Case Summary & 11 Largest Unsecured Creditors MC PRECAST: Section 341(a) Meeting Scheduled for March 5 MDWERKS INC: Colangelo Steps Down as Vice President MERIDIAN RESOURCE: Shareholder's Meeting Slated for March 30 MERUELO MADDUX: PNL Objects to Property Demolition Using its Funds MGM MIRAGE: Partners with ESS Analysis, AT Kearney MOHAMMAD KHAN: Case Summary & 20 Largest Unsec. Creditors MORGAN STANLEY FUNDS: Foreclosure Looms on Japan Hotel Chain MOVIE GALLERY: Schedules Deadline Extended Until April 2 MOVIE GALLERY: Seeks to Continue Customer Programs MOVIE GALLERY: To Pay Prepetition Shipping & Warehouse Claims MOVIE GALLERY: Wants to Pay Prepetition Employee Wages NATIONAL CENTURY: SEC Obtains Final Judgments vs. Poulsen, et al. NATIONAL CENTURY: UAT Files December 31 Quarterly Report NATIONAL CENTURY: VI/XII Trust Files December 31 Quarterly Report NATIONAL HOME: Gets Court Approval to Sell Riverside Property NATIONAL HOME: Great American OK'd to Aid in Store Closing Sale NATURAL PRODUCTS: Sees Cash Hike to $13.9MM by Mid-April NEW CEDAR: Court Dismisses Chapter 11 Reorganization Case NEWLEAD HOLDINGS: Gets Letter of Non-Compliance from Nasdaq NEXCEN BRANDS: Extends to March 31 Trigger Date Under Facility OSCIENT PHARMA: GLG Partners Owns 3.57% of Stock OSCIENT PHARMA: Highbridge Int'l May Own 2.42% of Common Stock PARROTT BROADCASTING: Case Summary & 20 Largest Unsec. Creditors PATRICK GISLER: Case Summary & 20 Largest Unsecured Creditors PCAA PARENT: Wants Insurance Premium Financing Pact with Flatiron PECAN PARK: Steps Into Bankruptcy with $12.4 Million Debts READER'S DIGEST: Wants Plan Exclusivity Until April 22 RENAISSANT LAFAYETTE: U.S. Trustee Forms 3-Member Creditors Panel SMURFIT-STONE: Applies for Nod of $650 Mil. ABL Revolving Facility SMURFIT-STONE: Calpine Corrugated Cash Use Extended to May 1 SMURFIT-STONE: Fine Tunes Plan & Disclosure Statement SMURFIT-STONE: Proposes $1.2 Bil. Exit Financing Deal SPANSION INC: Plan Confirmation Hearing Postponed to Feb. 24 SPECTRUM BRANDS: Harbinger Master Fund Owns 28.43% of Common Stock SPHERIS INC: Gets Court Nod to Hire Garden City as Claims Agent SPHERIS INC: DIP Financing, Cash Collateral Use Get Interim OK SPHERIS INC: Wants to Hire Willkie Farr as Co-Counsel SPHERIS INC: Wants Robert Butler as Chief Restructuring Officer SUNRISE SENIOR: High Rise Capital Reports 3.5% Stake SUNRISE SENIOR: The Klaassens Report 10.5% Equity Stake SUNRISE SENIOR: Soundpost, Weiss No Longer Hold Stakes SUNRISE SENIOR: SVP Schwartz Gets Axe Amid Spending Cuts TRIBUNE CO: Buyout Needs Examiner Review, U.S. Trustee Says TRONOX INC: $1.76 Million in Claims Change Hands in 12 Days TRONOX INC: Hearing on Settlement With Lenders on February 23 TRONOX INC: Proposes to Reject 6 Human Resources Contracts VELOCITY EXPRESS: Manatuck Hill Owns 10.08% of Stock VISTEON CORP: Disclosure Statement Hearing Adjourned to March 16 VISTEON CORP: Proposes Incentive Plan for 1,300 Employees VISTEON CORP: Seeks Nod to Close North Penn Facility WASHINGTON MUTUAL: Senator Cantwell Reveals Ongoing Probe WASHINGTON MUTUAL: Youkelsone Files Amended Complaint WESTERN DAIRY: Financial Woes Prompts Chapter 11 Filing WILLCOM INC: May File for Bankruptcy in Tokyo WP HICKMAN: Bankruptcy Court Confirms Plan of Liquidation * Upcoming Meetings, Conferences and Seminars ********* 10822 N. SCOTTSDALE: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: 10822 N. Scottsdale, LLC 10040 East Happy Valley Road, #47 Scottsdale, AZ 85255 Bankruptcy Case No.: 10-00358 Chapter 11 Petition Date: January 7, 2010 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Charles G. Case II Debtor's Counsel: Jonathan P. Ibsen, Esq. Jaburg & Wilk, PC 3200 N. Central Ave., #2000 Phoenix, AZ 85012 Tel: (602) 248-1054 Fax: (602) 248-1085 Email: jpi@jaburgwilk.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 Frederick J. Luoma, manager of the Company. ACCURIDE CORP: Price Associates Owns 2.8% of Common Stock --------------------------------------------------------- T. Rowe Price Associates, Inc. has filed with the Securities and Exchange Commission Amendment No. 1 to its Schedule 13G which was initially filed on February 10, 2009. The CUSIP number of the Common Stock is 004398103. Price Associates disclosed that it may be deemed to beneficially own shares of Accuride Corporation's Common Stock: Shares Beneficially Company Owned Percentage ------- ------------ ---------- T. Rowe Price Associates, Inc. 1,353,600 2.8% A full-text copy of Price Associates' amended Schedule 13G is available for free at http://researcharchves.com/t/s?52f5 About Accuride Corp. Accuride Corp. and its affiliates are among the largest and most diversified manufacturers and suppliers of commercial vehicle components in North America. The Company's products include wheels, wheel-end components and assemblies, truck body and chassis parts, seating assemblies and other commercial vehicle components marketed under several well-recognized brands in the industry, including Accuride, Gunite, Imperial, Bostrom, Fabco, Brillion and Highway Original. According to filings by Accuride, the Company is seeking to restructure in excess of $675 million in debt through its bankruptcy proceeding. The bankruptcy cases are pending in the United States Bankruptcy Court for the District of Delaware. Jeffrey M. Reisner and Tavi C. Flanagan, Esq., at Irell & Manella LLP's Newport Beach-based bankruptcy practice, will serve as lead counsel to the Official Committee of Unsecured Creditors in the affiliated debtors' bankruptcy cases. Mr. Reisner chairs the firm's bankruptcy practice. Kurt Gwynne, Esq., at Reed Smith LLP, serves as Delaware counsel and Joel Dryer of Morris Anderson & Associates will serve as financial advisors to the Official Committee of Unsecured Creditors. The Chapter 11 filing includes Accuride Corp. and a number of subsidiaries and affiliates, including Accuride Cuyahoga Falls, Inc., Accuride Distributing, LLC, Accuride EMI, LLC, Accuride Erie L.P., Accuride Henderson Limited Liability Company, AKW General Partner L.L.C., AOT Inc., Bostrom Holdings, Inc., Bostrom Seating, Inc., Bostrom Specialty Seating, Inc., Brillion Iron Works, Inc., Erie Land Holding, Inc., Fabco Automotive Corporation, Gunite Corporation, Imperial Group Holding Corp. -1, Imperial Group Holding Corp. -2, Imperial Group, L.P., JAII Management Company, Transportation Technologies Industries, Inc., and Truck Components Inc. ACTGG PARTNERSHIP: Updated Case Summary & Creditors List -------------------------------------------------------- Debtor: ACTGG Partnership, LLP 2730 E Northport Rd Rome City, IN 46784-9753 Bankruptcy Case No.: 10-10047 Chapter 11 Petition Date: January 7, 2010 Court: United States Bankruptcy Court Northern District of Indiana (Fort Wayne Division) Judge: Robert E. Grant Debtor's Counsel: John Burns(SR), Esq. 111 East Wayne Street, Suite 800 Fort Wayne, IN 46802 Tel: (260) 424-8000 Email: skrhoads@bakerd.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/innb10-10047.pdf The petition was signed by Lawrence J. Young, partner of the company. ADVANTA CORP: Putnam LLC Owns 240 Shares of Common B Stock ---------------------------------------------------------- Putnam, LLC d/b/a Putnam Investments has filed with the Securities and Exchange Commission Amendment No. 1 to its Schedule 13G under CUSIP Number 007942204. Putnam, LLC, et al., disclosed that they may be deemed to beneficially own shares of Advanta Corp.'s Class B common stock: Shares Beneficially Company Owned Percentage ------- ------------ ---------- Putnam, LLC 240 None Putnam Investment Management, LLC None None Putnam Advisory Company, LLC 240 None A full-text copy of Putnam, LLC's amended Schedule 13G is available for free at http://researcharchives.com/t/s?52f6 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. ADVANTA CORP: Advanta Employee Stock Plan Owns 8.2% of Stock ------------------------------------------------------------ Advanta Corp. Employee Stock Ownership Plan has filed with the Securities and Exchange Commission Amendment No. 10 to its Schedule 13G which was initially filed on April 28, 1999. The CUSIP number of the Common Stock is 007942105. Advanta Corp. Employee Stock Ownership Plan disclosed it may be deemed to beneficially own shares of Advanta Corp.'s Class A common stock: Shares Beneficially Company Owned Percentage ------- ------------ ---------- Advanta Corp. Employee Stock Ownership Plan 1,186,184 8.2% A full-text copy of Advanta Corp. Employee Stock Ownership Plan's amended Schedule 13G is available for free at: http://researcharchives.com/t/s?52c9 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. AGE REFINING: Section 341(a) Meeting Scheduled for March 8 ---------------------------------------------------------- The U.S. Trustee for Region 7 will convene a meeting of creditors in Age Refining, Inc.'s Chapter 11 case on March 8, 2010, at 8:30 a.m. The meeting will be held at San Antonio Room 333, U.S. Post Office Bldg., 615 E. Houston St., San Antonio, TX 78205. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Age Refining, Inc., based in San Antonio, Texas, manufactures, refines and markets jet fuels, diesel products, solvents and other highly specialized fuels. The Company's clients cover a variety of sectors, including commercial, local municipalities and the federal government. Founded in 1991 by Al Gonzalez, AGE is a family owned and operated business in the heart of the San Antonio community. Starting on a shoe-string budget and a bushel of determination, AGE is proud to have posted over 22% growth per year since 1991. The Company filed for Chapter 11 bankruptcy protection on February 8, 2010 (Bankr. W.D. Texas Case No. 10-50501). Aaron Michael Kaufman, Esq.; Carol E. Jendrzey, Esq.; and Mark E. Andrews, Esq., at Cox Smith Matthews Incorporated, assist the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. AGE REFINING: Court Extends Schedules Deadline by 30 Days --------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Texas extended, at the behest of Age Refining, Inc., the filing of schedules of assets and liabilities and statement of financial affairs for an additional 30 days. The Debtor has hundreds of creditors and parties in interest and operates its business from various locations. The Debtor says that given the size and complexity of its business, the fact that certain prepetition invoices haven't yet been received and/or entered into the Debtor's financial systems, the tremendous volume of materials that must be assembled and compiled, and the limited staff available to review such information in the early stage of this case, the Debtor has not had the opportunity to gather the necessary information to prepare and file its schedules and statements by the 15-day deadline after the Petition Date. Age Refining, Inc., based in San Antonio, Texas, manufactures, refines and markets jet fuels, diesel products, solvents and other highly specialized fuels. The Company's clients cover a variety of sectors, including commercial, local municipalities and the federal government. Founded in 1991 by Al Gonzalez, AGE is a family owned and operated business in the heart of the San Antonio community. Starting on a shoe-string budget and a bushel of determination, AGE is proud to have posted over 22% growth per year since 1991. The Company filed for Chapter 11 bankruptcy protection on February 8, 2010 (Bankr. W.D. Texas Case No. 10-50501). Aaron Michael Kaufman, Esq.; Carol E. Jendrzey, Esq.; and Mark E. Andrews, Esq., at Cox Smith Matthews Incorporated, assist the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. AGE REFINING: Taps Cox Smith as Bankruptcy Counsel -------------------------------------------------- Age Refining, Inc., has sought permission from the U.S. Bankruptcy Court for the Western District of Texas to employ Cox Smith Matthews Incorporated as bankruptcy counsel. Cox Smith will: a. take necessary action to protect and preserve the estate of the Debtor, including the prosecution of actions on the Debtor's behalf, the defense of any action commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; b. prepare on behalf of the Debtor all necessary motions, applications, answers, orders, reports, and papers in connection with the administration and prosecution of the Debtor's case; c. advise the Debtor in respect of bankruptcy, real estate, oil and gas, regulatory, labor law, intellectual property and licensing or other services as requested; and d. perform all other necessary legal services in connection with the case. Cox Smith will be paid based on the hourly rates of its personnel: Mark E. Andrews, Shareholder $495 Carol E. Jendrzey, Shareholder $395 James M. McDonough, Shareholder $495 Aaron M. Kaufman, Associate $295 Deborah E. Andreacchi, Paralegal $175 Mark E. Andrews, a shareholder at Cox Smith, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Age Refining, Inc., based in San Antonio, Texas, manufactures, refines and markets jet fuels, diesel products, solvents and other highly specialized fuels. The Company's clients cover a variety of sectors, including commercial, local municipalities and the federal government. Founded in 1991 by Al Gonzalez, AGE is a family owned and operated business in the heart of the San Antonio community. Starting on a shoe-string budget and a bushel of determination, AGE is proud to have posted over 22% growth per year since 1991. The Company filed for Chapter 11 bankruptcy protection on February 8, 2010 (Bankr. W.D. Texas Case No. 10-50501). Aaron Michael Kaufman, Esq.; Carol E. Jendrzey, Esq.; and Mark E. Andrews, Esq., at Cox Smith Matthews Incorporated, assist the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. AGE REFINING: Has Interim Access to $35-Mil. in DIP Loans --------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Age Refining Inc. obtained interim approval of a $35 million debtor-in-possession loan from its existing revolving credit lenders. The Court will hold a final hearing to consider approval of the DIP financing on Feb. 25. AGE Refining, based in San Antonio, Texas, manufactures, refines and markets jet fuels, diesel products, solvents and other highly specialized fuels. Its clients cover a variety of sectors, including commercial, local municipalities and the federal government. Founded in 1991 by Al Gonzalez, AGE is a family owned and operated business in the heart of the San Antonio community. Age Refining filed for Chapter 11 on February 8, 2010 (Bankr. W.D. Tex. Case No. 10-50501). Attorneys at Cox Smith Matthews Inc., represents the Debtor in its Chapter 11 effort. ALERIS INTERNATIONAL: Alchem Sells 36-Acre Property for $187,500 ---------------------------------------------------------------- Debtor Alchem Aluminum Shelbyville Inc. sought and obtained the Court's authority to sell a real property consisting of 36 acres of land located in Shelbyville, Tennessee, to Thomas Perry Wright for $187,500. The real property once contained an aluminum specification alloy manufacturing facility. Alchem Aluminum says it does not currently use any of the Real Property, and the Real Property generates no income. Alchem Aluminum estimates that the carrying costs of the real property total approximately $27,580 a year. Alchem Aluminum tells the Court that it engaged in a thorough and sufficient marketing process and in good faith negotiations with the Purchaser. Alchem Aluminum proposes to pay Weber and Wayne Neese a broker's fee of $18,125, which represents 7% of the purchase price plus a $5,000 fixed fee. Because the Real Property is relatively a small asset, the cost of conducting a formal auction would exceed any increased value realized by that sale. Accordingly, the Debtor conducted a private sale and marketing process of the assets. The Purchase Agreement sets March 31, 2010, as the closing date. In a separate filing, the Debtors tell the Court that they have received an informal response to the Motion from the United States Environmental Protection Agency. According to the Debtors, they have reached an agreement with EPA to amend the Proposed Order approving the Motion. The Amended Proposed Order provides that nothing in the order or the Purchase and Sale Agreement releases, nullifies, or enjoins the enforcement of any liability to a governmental unit under police and regulatory statutes or regulations to which the Purchaser would be subject as the owner or operator of property from and after the transfer. About Aleris International Aleris International, Inc., produces and sells aluminum rolled and extruded products. Aleris operates primarily through two reportable business segments: (i) global rolled and extruded products and (ii) global recycling. Headquartered in Beachwood, Ohio, a suburb of Cleveland, the Company operates over 40 production facilities in North America, Europe, South America and Asia, and employs approximately 8,400 employees. Aleris operates 27 production facilities in the United States with eight production facilities that provided rolled and extruded aluminum products and 19 recycling production plants. Aleris International, Inc., aka IMCO Recycling Inc., and various affiliates filed for bankruptcy on February 12, 2009 (Bankr. D. Del. Case No. 09-10478). The Hon. Brendan Linehan Shannon presides over the cases. Stephen Karotkin, Esq., and Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve as lead counsel for the Debtors. L. Katherine Good, Esq., and Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In Wilmington, Delaware, serves as local counsel. Moelis & Company LLC, acts as financial advisors; Alvarez & Marsal LLC as restructuring advisors, and Kurtzman Carson Consultants LLC as claims and noticing agent for the Debtors. As of December 31, 2008, the Debtors had total assets of US$4,168,700,000; and total debts of US$3,978,699,000. Bankruptcy Creditors' Service, Inc., publishes Aleris International Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Aleris International, Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000) ALERIS INTERNATIONAL: Gets Nod to Reject ISDA Pact With Koch ------------------------------------------------------------ Debtors Aleris International, Inc., and Commonwealth Industries, Inc., sought and obtained the Court's authority to reject each of their International Swap and Derivatives Association or ISDA Master Agreement with Koch Supply & Trading, LP. Prior to the entry of the Court's order, the Debtors certified that no objection was filed as to the Motion. Before the Petition Date, Aleris and Commonwealth entered into ISDA Agreements to effectuate certain derivative transactions in accordance with the specific terms of schedules and confirmations related to the transactions under the ISDA Agreements. The schedules and confirmation related to the ISDA transactions are referred to as the Aleris Ancillary Documents. The Debtors relate that as of the Petition Date, no settlement date has occurred for which any amounts were due to Koch Supply. There were, however, future settlement dates for Confirmations for which amounts were due to Koch Supply, they note. Because the ISDA Master Agreements and the Ancillary ISDA Documents were executory as of the Petition Date, the Debtors seek to reject to the ISDA Master Agreements and the Ancillary Documents in their entirety. The Debtors seek to reject the ISDA Master Agreements and the remaining Ancillary ISDA Documents because there are no confirmations to be assumed and they may owe payments to Koch Supply in connection with transactions with postpetition settlement dates. Thus, they aver that the ISDA Agreement and Ancillary Documents are no longer of any value to them. Full-text copies of the ISDA Agreements and Ancillary ISDA Documents for rejection are available for free at: http://bankrupt.com/misc/Aleris_ISDAAgreements.pdf As a result of the contract rejection, the Debtors relay that Koch Supply has the right to file proofs of claim for any damages arising under any of the Transactions that had a settlement date postpetition, were terminated postpetition, or remain executory as of October 29, 2009; provided that Koch Supply must file those proofs of claim within 30 days of any Court order on the Debtors' request. About Aleris International Aleris International, Inc., produces and sells aluminum rolled and extruded products. Aleris operates primarily through two reportable business segments: (i) global rolled and extruded products and (ii) global recycling. Headquartered in Beachwood, Ohio, a suburb of Cleveland, the Company operates over 40 production facilities in North America, Europe, South America and Asia, and employs approximately 8,400 employees. Aleris operates 27 production facilities in the United States with eight production facilities that provided rolled and extruded aluminum products and 19 recycling production plants. Aleris International, Inc., aka IMCO Recycling Inc., and various affiliates filed for bankruptcy on February 12, 2009 (Bankr. D. Del. Case No. 09-10478). The Hon. Brendan Linehan Shannon presides over the cases. Stephen Karotkin, Esq., and Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve as lead counsel for the Debtors. L. Katherine Good, Esq., and Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In Wilmington, Delaware, serves as local counsel. Moelis & Company LLC, acts as financial advisors; Alvarez & Marsal LLC as restructuring advisors, and Kurtzman Carson Consultants LLC as claims and noticing agent for the Debtors. As of December 31, 2008, the Debtors had total assets of US$4,168,700,000; and total debts of US$3,978,699,000. Bankruptcy Creditors' Service, Inc., publishes Aleris International Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Aleris International, Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000) ALERIS INTERNATIONAL: Has Court OK for Financial Balloting Group ---------------------------------------------------------------- Debtor Aleris International, Inc., obtained the Court's authority to hire Financial Balloting Group LLC as its special balloting agent, tabulator, and consultant in connection with its publicly held securities. The Debtor has selected FBG because of the firm's state-of-the- art mailing facility and tabulation system. The Debtor also notes that FBG is highly experienced in dealing with the various holders of public securities entitled to vote on any plan of reorganization proposed. Jane Sullivan, executive director of FBG, who will have the primary responsibility over Aleris matters, has over 25 years of experience in public securities solicitation and other transactions and has specialized in bankruptcy solicitations since 1991. Ms. Sullivan has worked on over 150 bankruptcy solicitations including Enron, Global Crossing, Lexington Precision Corporation, Pacific Gas and Electric, Silicon Graphics, Inc., and WorldCom. As special balloting agent, tabulator, and consultant, FBG will: (a) provide advice to Aleris and its counsel regarding all aspects of the plan vote, including timing issues, voting and tabulation procedures, and document needed for the vote; (b) review the voting portions of the disclosure statement and ballots, particularly as they may relate to beneficial o owners of securities held in street name; (c) work with Aleris to request appropriate information from The Depository Trust Company and the indenture trustees for the publicly held securities; (d) mail voting documents to any registered holders of bonds; (e) coordinate the distribution of voting documents to street name holders of voting securities by forwarding the appropriate documents to the banks and brokerage firms holding the securities, who in turn will forward those materials to beneficial owners for voting; (f) distribute copies of master ballots to the appropriate nominees so that firms may cast votes on behalf of beneficial owners; (g) prepare a certificate of service for filing with the Court; (h) handle requests for documents from parties-in-interest, including brokerage firm and bank back-offices and institutional holders; (i) respond to telephone inquiries from security holders regarding the disclosure statement and the voting procedures; (j) if requested to do so, make telephone calls to any known beneficial owners or registered holders of bonds to confirm receipt of plan documents and respond to questions about the voting procedures; (k) if requested to do so, establish a web site for posting of soliciting documents; (l) receive and examine all ballots and master ballots cast by holders of bonds, and date- and time- stamp the originals of all those ballots and master ballots upon receipt; (m) tabulate all ballots and master ballots received prior to the voting deadline in accordance with established procedures and prepare a vote certification for filing with the Court; and (n) undertake other duties as may be agreed upon by Aleris and FGB. Aleris proposes to pay FBG in accordance with these terms: * A $10,000 project fee plus an additional fee of $3,000 for each issue of public debt securities entitled to vote on any plan. * Estimated labor charges at $1.75 -$2.25 per voting package, depending on the complexity of the mailing, with a $700 minimum for each file. * A minimum charge of $125 per hour for the tabulation of ballots and master ballots, plus set up charges of $1,000 for each tabulation element to be tabulated. * If FBG is requested to establish a Web site, a hosting fee of $150 per month to post relevant documents to the FBG documents Web site, with an appropriate extension for this solicitation. * Consulting hours will be billed at FBG's standard hourly rates: Professional Rate/Hour ------------ -------- Executive Director $410 Vice President $360 Senior Case Manager $300 Case Manager $240 Case Analyst $190 Programmer II $195 Programmer I $165 Clerical $65 * Notice mailings to any registered record holders of securities and other individual parties would be charged as $0.50 -$0.65 per holder, for up to two paper notices included in the same envelope, with a $500 minimum. * Notice mailings to holders of public securities in street name for mailings other than solicitation documents would be $3,500. * Out-of-pocket expenses relating to any work undertaken will be charged separately and will include items as travel costs, postage, messengers and couriers etc. Ms. Sullivan assures the Court that her firm is a "disinterested person," as that term is defined under Section 101(14) of the Bankruptcy Code. The Debtors certified to the Court, on January 6, 2010, that no objections were filed against the FBG Employment Application. About Aleris International Aleris International, Inc., produces and sells aluminum rolled and extruded products. Aleris operates primarily through two reportable business segments: (i) global rolled and extruded products and (ii) global recycling. Headquartered in Beachwood, Ohio, a suburb of Cleveland, the Company operates over 40 production facilities in North America, Europe, South America and Asia, and employs approximately 8,400 employees. Aleris operates 27 production facilities in the United States with eight production facilities that provided rolled and extruded aluminum products and 19 recycling production plants. Aleris International, Inc., aka IMCO Recycling Inc., and various affiliates filed for bankruptcy on February 12, 2009 (Bankr. D. Del. Case No. 09-10478). The Hon. Brendan Linehan Shannon presides over the cases. Stephen Karotkin, Esq., and Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve as lead counsel for the Debtors. L. Katherine Good, Esq., and Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In Wilmington, Delaware, serves as local counsel. Moelis & Company LLC, acts as financial advisors; Alvarez & Marsal LLC as restructuring advisors, and Kurtzman Carson Consultants LLC as claims and noticing agent for the Debtors. As of December 31, 2008, the Debtors had total assets of US$4,168,700,000; and total debts of US$3,978,699,000. Bankruptcy Creditors' Service, Inc., publishes Aleris International Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Aleris International, Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000) AMERICAN INT'L: ALICO Sale to Metlife Faces Tax Issues ------------------------------------------------------ Jeffrey McCracken, Serena Ng and Leslie Scism at The Wall Street Journal report that the pending $15 billion sale of American International Group Inc.'s American Life Insurance Co. unit to MetLife Inc. is being held up by a tax dispute that may require a ruling from the Internal Revenue Service, according to people familiar with the matter. The Journal reports the tax issue is whether ALICO will remain exempt from a crucial 2004 IRS ruling that requires insurers to withhold U.S. taxes on income distributed to foreign clients who own their annuities and life-insurance products. ALICO is domiciled in Delaware but does virtually all its business abroad, with operations in about 50 countries. The company has considered itself exempt from the IRS ruling since it only sells policies to non-U.S. citizens who reside abroad and it earns more than 80% of its income overseas. According to the Journal, the tax issue could put the Department of the Treasury, as overseer of the IRS, in an awkward situation. The Treasury is supervising AIG while trying to recoup taxpayers' $120 billion-odd investment in AIG and related entities. The Journal says an AIG-MetLife deal has been viewed as the first big step for the government in recovering its massive investment in the insurer. The Journal notes the first $9 billion from a sale of ALICO has been earmarked for the Federal Reserve Bank of New York. Sources told the Journal AIG officials don't believe a sale would stick MetLife with a big tax liability, but have so far been reluctant to indemnify MetLife for that potential risk. The sources added that the government-controlled insurer has asked the IRS for a "private letter ruling" to confirm its interpretation that ALICO is exempt from the U.S. tax-withholding requirement. The Journal says it isn't clear if the IRS will make a determination in the near term or express concerns over the issue. As reported by the Troubled Company Reporter on February 12, 2010, Emre Peker, Zachary R. Mider and Hugh Son at Bloomberg News said three people with knowledge of the matter indicated that MetLife may pay AIG $8 billion in stock and the rest in cash for ALICO. One of the sources told Bloomberg, the stock payment to AIG may include common shares and preferred stock, and that the deal would leave AIG with one of the biggest stakes in MetLife. Sources told Bloomberg some of the cash may come from a $5 billion bridge loan from banks including JPMorgan Chase & Co., Bank of America Corp., Deutsche Bank AG, and Credit Suisse Group AG. AIG CEO Robert Benmosche, who was previously connected with MetLife, was prohibited from participating in negotiations with MetLife. About AIG Based in New York, American International Group, Inc., is the leading international insurance organization with operation in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through the most extensive worldwide property-casualty and life insurance networks of any insurer. In addition, AIG companies are leading providers of retirement services, financial services and asset management around the world. AIG's common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. On September 16, 2008, the Federal Reserve Bank created an $85 billion credit facility to enable AIG to meet increased collateral obligations consequent to the ratings downgrade, in exchange for the issuance of a stock warrant to the Fed for 79.9% of the equity of AIG. The credit facility was eventually increased to as much as $182.5 billion. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. AMTRUST FINANCIAL: Files Schedules of Assets and Liabilities ------------------------------------------------------------ AmTrust Financial Corp. filed with the U.S. Bankruptcy Court for the Northern District of Ohio its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $128,461,114 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $100,452,136 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $160,947,962 ----------- ----------- TOTAL $128,461,114 $261,400,098 AmTrust Financial Corp. (PINK:AFNL) was the owner of the AmTrust Bank. AmTrust was the seventh-largest holder of deposits in South Florida, with $4.7 billion in deposits and 21 branches. In November 2008, the Office of Thrift Supervision issued a cease and desist order requiring AmTrust to improve its capital ratios. AmTrust Financial, together with affiliates that include AmTrust Management Inc., filed for Chapter 11 bankruptcy protection on November 30, 2009 (Bankr. N.D. Ohio Case No. 09-21323). G. Christopher Meyer, Esq., and Sherri Lynn Dahl, Esq., at Squire Sanders & Dempsey L.L.P., assist the Debtors in their restructuring efforts. AmTrust Management listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. AmTrust Bank is not part of the Chapter 11 filings. On December 4, AmTrust Bank was closed by the Office of Thrift Supervision, which appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with New York Community Bank, Westbury, New York, to assume all of the deposits of AmTrust Bank. AMTRUST FINANCIAL: U.S. Trustee Forms 4-Members Creditors Panel --------------------------------------------------------------- Daniel M. McDermott, the U.S. Trustee for Region 9, appointed four members to the official committee of unsecured creditors in the Chapter 11 cases of AmTrust Financial Corp., et al. The Creditors Committee members are: 1. Robert N. Eisendrath 8603 Country Club Drive Franklin, WI 53132 Tel: (414) 529-3843 2. Robert Christopher D'Andrea 469 Meridian Ct. Avon Lake, OH Tel: (440) 933-6301 3. Board of Education of the Cleveland Municipal School District c/o Wayne Belock 1380 East Sixth Street Cleveland OH 44114 Tel: (216) 574-8210 Fax: (216) 574-8108 4. Wilmington Trust Company Successor Trustee c/o Patrick J. Healy 1100 North Market Street Wilmington, DE 19890-1605 Tel: (302) 636-6391 Fax: (302) 636-4149 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. AmTrust Financial Corp. (PINK:AFNL) was the owner of the AmTrust Bank. AmTrust was the seventh-largest holder of deposits in South Florida, with $4.7 billion in deposits and 21 branches. In November 2008, the Office of Thrift Supervision issued a cease and desist order requiring AmTrust to improve its capital ratios. AmTrust Financial, together with affiliates that include AmTrust Management Inc., filed for Chapter 11 bankruptcy protection on November 30, 2009 (Bankr. N.D. Ohio Case No. 09-21323). G. Christopher Meyer, Esq., and Sherri Lynn Dahl, Esq., at Squire Sanders & Dempsey L.L.P., assist the Debtors in their restructuring efforts. AmTrust Management listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. AmTrust Bank is not part of the Chapter 11 filings. On December 4, AmTrust Bank was closed by the Office of Thrift Supervision, which appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with New York Community Bank, Westbury, New York, to assume all of the deposits of AmTrust Bank. ANDREW BARROLL: Case Summary & 19 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Andrew Barroll Unit 4, 849 Tucker Road North Dartmouth, MA 02747 Bankruptcy Case No.: 10-10209 Chapter 11 Petition Date: January 11, 2010 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Frank J. Bailey Debtor's Counsel: Timothy M. Mauser, Esq. Law Office of Timothy Mauser, Esq. Suite 240, One Center Plaza Boston, MA 02114 Tel: (617) 338-9080 Fax: (617) 275-8990 Email: tmauser@mauserlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $1,077,614, and total debts of $1,825,028. A full-text copy of Mr. Barroll's petition, including a list of his 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/mab10-10209.pdf The petition was signed by Mr. Barroll. APPLETON PAPERS: Issues $305-Mil. New 10.50% Senior Sec. Notes -------------------------------------------------------------- Appleton Papers Inc. issued $305,000,000 aggregate principal amount of new 10.50% Senior Secured Notes due 2015. The Senior Secured Notes were issued pursuant to an indenture, dated as of February 8, 2010, among the Company, each of the guarantors identified therein and U.S. Bank National Association, as trustee and collateral agent. The Senior Secured Notes mature on June 15, 2015. The Senior Secured Notes will accrue interest from the issue date at a rate of 10.50% per year and will be payable in cash semi-annually in arrears on each June 15 and December 15, commencing on June 15, 2010. The Company's obligations under the Senior Secured Notes are guaranteed by Paperweight Development Corp. and certain of the Company's present and future subsidiaries. The Note Guarantees are senior secured obligations of the Note Guarantors. The Senior Secured Notes and the Note Guarantees rank senior in right of payment to all of the Company's and the Note Guarantors' existing and future subordinated indebtedness and equally in right of payment with all of the Company's and the Note Guarantors' existing and future senior indebtedness. In addition, the Senior Secured Notes and the Note Guarantees are effectively senior to the indebtedness and guarantees under the Revolving Credit Facility to the extent of the value of the Notes Priority Collateral securing such indebtedness and guarantees and are effectively subordinated to the indebtedness and guarantees under the Revolving Credit Facility to the extent of the value of the RCF Priority Collateral securing such indebtedness and guarantees. The Senior Secured Notes and the Note Guarantees are secured by: a) a senior first priority security interest in substantially all of the Company's and the Note Guarantors' existing and future fixed assets, which also secures the Revolving Credit Facility on a junior first priority basis; and b) a junior first priority security interest in substantially all of the Company's and the Note Guarantors' other existing and future assets, including cash, accounts receivable, deposit accounts, inventory, general intangible assets and the capital stock of the Company and the Note Guarantors, in each case subject to certain exceptions, which also secures the Revolving Credit Facility on a senior first priority basis. The collateral securing the Senior Secured Notes is subject to certain permitted liens and does not include certain excluded assets, including: * assets over which the granting or perfection of a security interest in such assets would violate any applicable law or the provisions of the respective contract to be pledged; * leaseholds; and * certain other customary exceptions. On or prior to February 7, 2013, the Company may, subject to certain limitations, use the net cash proceeds from certain equity offerings to redeem up to 35% of the aggregate principal amount of the Senior Secured Notes, at 110.50% of the principal amount thereof, plus accrued and unpaid interest to the applicable redemption date. On or after February 8, 2013, the Company may redeem the Senior Secured Notes, in whole or in part, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest to the applicable redemption date. If the Company experiences specified change of control events, the Company must offer to repurchase the Senior Secured Notes at a repurchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase. If the Company sells certain assets, the Company may, under certain circumstances, be required to use a portion of the net proceeds there from to offer to repurchase the Senior Secured Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase. The Indenture governing the Senior Secured Notes contains covenants that, among other things, restrict the Company's and PDC's ability, and the ability of the Company's restricted subsidiaries, to: * sell or lease certain assets or merge or consolidate with or into other companies; * incur or guarantee additional debt; * create liens; * pay dividends or make other distributions; * redeem subordinated debt or make other restricted payments and investments; * place restrictions on the ability of certain of the Company's subsidiaries to pay dividends or other payments to the Company; * enter into sale and leaseback transactions; * amend particular agreements relating to the Company's transaction with the Company's former parent Arjo Wiggins Appleton Limited and the employee stock ownership plan; and * enter into transactions with affiliates. These covenants are subject to important exceptions and qualifications set forth in the Indenture. The Indenture provides for customary events of default. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding Senior Secured Notes will become due and payable immediately without further action or notice. If any other event of default under the Indenture occurs and is continuing, the Trustee or holders of at least 25% in aggregate principal amount of the then outstanding Senior Secured Notes may declare all the Senior Secured Notes to be due and payable immediately. The Senior Secured Notes were issued in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended for an offer and sale of securities that does not involve a public offering. The Senior Secured Notes and the Note Guarantees have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Revolving Credit Facility On February 8, 2010, the Company entered into a new revolving credit agreement provided by a syndicate of banks and other financial institutions, with Fifth Third Bank as administrative agent, swing line lender and L/C issuer. The Revolving Credit Facility consists of a five-year secured revolving credit facility of up to $100 million for revolving loans that includes: * a letter of credit sub-facility of up to $25 million; and * a swing line sub-facility of up to $5 million. In addition, the Revolving Credit Facility contains an uncommitted accordion feature that allows the Company to increase the size of the Revolving Credit Facility by up to $25 million if the Company can obtain commitments for the incremental amount. The Company's borrowings under the Revolving Credit Facility initially bear interest at the Company's option at either base rate plus 3.00% or LIBOR plus 4.00% per annum. Thereafter, the interest rate payable under the Revolving Credit Facility may be reduced based on measures of the Company's average monthly unused availability as defined in the Revolving Credit Facility. The borrowings under the Revolving Credit Facility are limited up to the sum of (a) 85% of the net amount of the Company's eligible accounts receivable and (b) the lesser of (i) 70% of the net amount of the Company's eligible raw materials and finished goods inventory or (ii) 85% of the net orderly liquidation value of such inventory. Appleton Papers Canada Ltd., PDC, each of PDC's existing and future wholly-owned domestic and Canadian subsidiaries and each other subsidiary of PDC that guarantees the Senior Secured Notes guarantee the Company's obligations under the Revolving Credit Facility pursuant to the U.S. Guarantee and Collateral Agreement and Canadian Guarantee and Collateral Agreement. The Revolving Credit Facility and the Revolver Guarantees are secured by (a) a senior first priority security interest in the RCF Priority Collateral, which also secures the Senior Secured Notes and the Note Guarantees on a junior first priority basis and (b) a junior first priority security interest in the Notes Priority Collateral, which also secures the Senior Secured Notes and the Note Guarantees on a senior first priority basis. The Revolving Credit Facility contains affirmative and negative covenants customary for similar credit facilities, which among other things, require that the Company meet a minimum fixed charge coverage ratio under certain circumstances and restrict the Company's ability and the ability of the Company's subsidiaries, subject to certain exceptions, to do the following: * incur liens; * incur or guarantee additional indebtedness; * make restricted payments; * engage in transactions with affiliates; and * make investments. The Revolving Credit Facility contains customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, certain events of bankruptcy and insolvency, ERISA violations, judgment defaults, change of control and cross-defaults to certain other indebtedness and agreements related to the Fox River indemnification arrangements. U.S. Collateral Agreement On February 8, 2010, the Company, PDC, American Plastics Company, Inc. and New England Extrusion Inc. entered into a collateral agreement in favor of the Collateral Agent. Pursuant to the U.S. Collateral Agreement and subject to the certain exceptions contained therein, the U.S. Grantors have granted a senior first priority security interest in the Notes Priority Collateral and a junior first priority security interest in the RCF Priority Collateral in order to secure the prompt and complete payment, observance and performance of, among other things, their respective obligations under the Indenture governing the Senior Secured Notes. Canadian Collateral Agreement On February 8, 2010, Appleton Papers Canada Ltd. entered into a collateral agreement in favor of the Collateral Agent. Pursuant to the Canadian Collateral Agreement and subject to the certain exceptions contained therein, the Canadian Grantor has granted a senior first priority security interest in the Notes Priority Collateral and a junior first priority security interest in the RCF Priority Collateral in order to secure the prompt and complete payment, observance and performance of, among other things, its obligations under the Indenture governing the Senior Secured Notes. U.S. Guarantee and Collateral Agreement On February 8, 2010, the U.S. Grantors entered into a guarantee and collateral agreement in favor of the Administrative Agent. Pursuant to the U.S. Guarantee and Collateral Agreement and subject to the certain exceptions contained therein, the U.S. Grantors have granted a senior first priority security interest in the RCF Priority Collateral and a junior first priority security interest in the Notes Priority Collateral in order to secure the prompt and complete payment, observance and performance of, among other things, their respective obligations under the Revolving Credit Facility. Canadian Guarantee and Collateral Agreement On February 8, 2010, the Canadian Grantor entered into a guarantee and collateral agreement in favor of the Administrative Agent. Pursuant to the Canadian Guarantee and Collateral Agreement and subject to the certain exceptions contained therein, the Canadian Grantor has granted a senior first priority security interest in the RCF Priority Collateral and a junior first priority security interest in the Notes Priority Collateral in order to secure the prompt and complete payment, observance and performance of, among other things, its obligations under the Revolving Credit Facility. 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. ASSET RESOLUTION: Appeals Conversion to Chapter 7 ------------------------------------------------- ABI reports that Asset Resolution has appealed Bankruptcy Judge Robert C. Jones' order converting the Company's chapter 11 case to chapter 7 after certain direct lenders questioned the New York debtor's ability to continue as a going concern. Asset Resolution LLC was formed by Silar Advisors, L.P., to hold assets that served as collateral for a $67 million loan to Compass USA SPE LLC, which was used by Compass to acquire the assets of USA Commercial Mortgage Company in an earlier bankruptcy case through a sale under Section 363 of the Bankruptcy Code. Silar foreclosed on Compass in September 2008 when alleged interference from former investors in USA Commercial prevented proper management and sale of the properties. Headquartered in New York, Asset Resolution LLC and 14 units filed for Chapter 11 protection on Oct. 14, 2009 (Bankr. D. Del. Case No. 09-16142). Klestadt & Winters LLP serves as counsel to the Debtors. When it filed for protection from its creditors, Asset Resolution listed assets between $100 million and $500 million, and debts between $10 million and $50 million. The schedules say assets total $423,498,002 while debts total $22,642,531 as of the bankruptcy filing. AXIA INC: To Sell to Insiders as No Competing Bids Received ----------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Axia Inc. did not conduct an auction on February 11 because no competing bids were received by the February 8 deadline. The Bankruptcy Court will hold a hearing on February 17 to consider a sale to a group including existing lenders and shareholders. The price is a $9 million note payable to the senior term loan lenders and 21.5% of the equity earmarked for the subordinated secured term loan. Axia Inc. and Ames Taping manufacture automatic taping and drywall finishing tools. Ames' principal business is the rental and service of its fleet of over 220,000 ATF tools under its flagship Bazooka(R) brand name through its network of over 200 Company- owned stores, franchised locations, field vans, and rental stations located throughout the U.S. and Canada. Ames also sells ATF tools in the U.S. and Canada under the broadly recognized brand name TapeTech(R) through a network of over 200 independent dealers, and internationally, under the brand name Premier International(R). The Companies are controlled by Aurora Equity Partners. Axia Inc. and three affiliates filed for Chapter 11 on Dec. 14, 2009 (In re Ames Holding Corp., Bankr. D. Del. Case No. 09-14406). Assets at Oct. 30, 2009, were $178 million. Liabilities include $69.2 million on a senior secured term loan and a $91.8 million subordinated secured term loan. Attorneys at Richards, Layton & Finger, P.A., represents the Debtors. BASHAS' INC: Closes Colorado Grocery Store for Good --------------------------------------------------- Wesley G. Huges at Whittier Daily News says the grocery store of Bashas' Inc. in Colorado River town is closing for good in six weeks. Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail stores located throughout Arizona. It is doing business as National Grocery, Bashas Food, Bashas' United Drug, Food City, Eddie's Country Store, A,.J. Fine Foods, Western Produce, Bashas' Distribution Center, Sportsman's, and Bashas' Dine. The Company and its affiliates filed for Chapter 11 bankruptcy protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050). Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C., assists the Debtors in their restructuring efforts. Michael W. Carmel, Ltd., is the Debtors' co-counsel. Deloitte Financial Advisory LLP serves as financial advisors. Epiq Bankruptcy Solutions, LLC, serves as claims and notice agent. In its bankruptcy petition, Bashas' listed $100 million to $500 million each in assets and debts. ANDREW BARROLL: Case Summary & 19 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Andrew Barroll Unit 4, 849 Tucker Road North Dartmouth, MA 02747 Bankruptcy Case No.: 10-10209 Chapter 11 Petition Date: January 11, 2010 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Frank J. Bailey Debtor's Counsel: Timothy M. Mauser, Esq. Law Office of Timothy Mauser, Esq. Suite 240, One Center Plaza Boston, MA 02114 Tel: (617) 338-9080 Fax: (617) 275-8990 Email: tmauser@mauserlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $1,077,614, and total debts of $1,825,028. A full-text copy of Mr. Barroll's petition, including a list of his 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/mab10-10209.pdf The petition was signed by Mr. Barroll. APPLETON PAPERS: Issues $305-Mil. New 10.50% Senior Sec. Notes -------------------------------------------------------------- Appleton Papers Inc. issued $305,000,000 aggregate principal amount of new 10.50% Senior Secured Notes due 2015. The Senior Secured Notes were issued pursuant to an indenture, dated as of February 8, 2010, among the Company, each of the guarantors identified therein and U.S. Bank National Association, as trustee and collateral agent. The Senior Secured Notes mature on June 15, 2015. The Senior Secured Notes will accrue interest from the issue date at a rate of 10.50% per year and will be payable in cash semi-annually in arrears on each June 15 and December 15, commencing on June 15, 2010. The Company's obligations under the Senior Secured Notes are guaranteed by Paperweight Development Corp. and certain of the Company's present and future subsidiaries. The Note Guarantees are senior secured obligations of the Note Guarantors. The Senior Secured Notes and the Note Guarantees rank senior in right of payment to all of the Company's and the Note Guarantors' existing and future subordinated indebtedness and equally in right of payment with all of the Company's and the Note Guarantors' existing and future senior indebtedness. In addition, the Senior Secured Notes and the Note Guarantees are effectively senior to the indebtedness and guarantees under the Revolving Credit Facility to the extent of the value of the Notes Priority Collateral securing such indebtedness and guarantees and are effectively subordinated to the indebtedness and guarantees under the Revolving Credit Facility to the extent of the value of the RCF Priority Collateral securing such indebtedness and guarantees. The Senior Secured Notes and the Note Guarantees are secured by: a) a senior first priority security interest in substantially all of the Company's and the Note Guarantors' existing and future fixed assets, which also secures the Revolving Credit Facility on a junior first priority basis; and b) a junior first priority security interest in substantially all of the Company's and the Note Guarantors' other existing and future assets, including cash, accounts receivable, deposit accounts, inventory, general intangible assets and the capital stock of the Company and the Note Guarantors, in each case subject to certain exceptions, which also secures the Revolving Credit Facility on a senior first priority basis. The collateral securing the Senior Secured Notes is subject to certain permitted liens and does not include certain excluded assets, including: * assets over which the granting or perfection of a security interest in such assets would violate any applicable law or the provisions of the respective contract to be pledged; * leaseholds; and * certain other customary exceptions. On or prior to February 7, 2013, the Company may, subject to certain limitations, use the net cash proceeds from certain equity offerings to redeem up to 35% of the aggregate principal amount of the Senior Secured Notes, at 110.50% of the principal amount thereof, plus accrued and unpaid interest to the applicable redemption date. On or after February 8, 2013, the Company may redeem the Senior Secured Notes, in whole or in part, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest to the applicable redemption date. If the Company experiences specified change of control events, the Company must offer to repurchase the Senior Secured Notes at a repurchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase. If the Company sells certain assets, the Company may, under certain circumstances, be required to use a portion of the net proceeds there from to offer to repurchase the Senior Secured Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase. The Indenture governing the Senior Secured Notes contains covenants that, among other things, restrict the Company's and PDC's ability, and the ability of the Company's restricted subsidiaries, to: * sell or lease certain assets or merge or consolidate with or into other companies; * incur or guarantee additional debt; * create liens; * pay dividends or make other distributions; * redeem subordinated debt or make other restricted payments and investments; * place restrictions on the ability of certain of the Company's subsidiaries to pay dividends or other payments to the Company; * enter into sale and leaseback transactions; * amend particular agreements relating to the Company's transaction with the Company's former parent Arjo Wiggins Appleton Limited and the employee stock ownership plan; and * enter into transactions with affiliates. These covenants are subject to important exceptions and qualifications set forth in the Indenture. The Indenture provides for customary events of default. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding Senior Secured Notes will become due and payable immediately without further action or notice. If any other event of default under the Indenture occurs and is continuing, the Trustee or holders of at least 25% in aggregate principal amount of the then outstanding Senior Secured Notes may declare all the Senior Secured Notes to be due and payable immediately. The Senior Secured Notes were issued in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended for an offer and sale of securities that does not involve a public offering. The Senior Secured Notes and the Note Guarantees have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Revolving Credit Facility On February 8, 2010, the Company entered into a new revolving credit agreement provided by a syndicate of banks and other financial institutions, with Fifth Third Bank as administrative agent, swing line lender and L/C issuer. The Revolving Credit Facility consists of a five-year secured revolving credit facility of up to $100 million for revolving loans that includes: * a letter of credit sub-facility of up to $25 million; and * a swing line sub-facility of up to $5 million. In addition, the Revolving Credit Facility contains an uncommitted accordion feature that allows the Company to increase the size of the Revolving Credit Facility by up to $25 million if the Company can obtain commitments for the incremental amount. The Company's borrowings under the Revolving Credit Facility initially bear interest at the Company's option at either base rate plus 3.00% or LIBOR plus 4.00% per annum. Thereafter, the interest rate payable under the Revolving Credit Facility may be reduced based on measures of the Company's average monthly unused availability as defined in the Revolving Credit Facility. The borrowings under the Revolving Credit Facility are limited up to the sum of (a) 85% of the net amount of the Company's eligible accounts receivable and (b) the lesser of (i) 70% of the net amount of the Company's eligible raw materials and finished goods inventory or (ii) 85% of the net orderly liquidation value of such inventory. Appleton Papers Canada Ltd., PDC, each of PDC's existing and future wholly-owned domestic and Canadian subsidiaries and each other subsidiary of PDC that guarantees the Senior Secured Notes guarantee the Company's obligations under the Revolving Credit Facility pursuant to the U.S. Guarantee and Collateral Agreement and Canadian Guarantee and Collateral Agreement. The Revolving Credit Facility and the Revolver Guarantees are secured by (a) a senior first priority security interest in the RCF Priority Collateral, which also secures the Senior Secured Notes and the Note Guarantees on a junior first priority basis and (b) a junior first priority security interest in the Notes Priority Collateral, which also secures the Senior Secured Notes and the Note Guarantees on a senior first priority basis. The Revolving Credit Facility contains affirmative and negative covenants customary for similar credit facilities, which among other things, require that the Company meet a minimum fixed charge coverage ratio under certain circumstances and restrict the Company's ability and the ability of the Company's subsidiaries, subject to certain exceptions, to do the following: * incur liens; * incur or guarantee additional indebtedness; * make restricted payments; * engage in transactions with affiliates; and * make investments. The Revolving Credit Facility contains customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, certain events of bankruptcy and insolvency, ERISA violations, judgment defaults, change of control and cross-defaults to certain other indebtedness and agreements related to the Fox River indemnification arrangements. U.S. Collateral Agreement On February 8, 2010, the Company, PDC, American Plastics Company, Inc. and New England Extrusion Inc. entered into a collateral agreement in favor of the Collateral Agent. Pursuant to the U.S. Collateral Agreement and subject to the certain exceptions contained therein, the U.S. Grantors have granted a senior first priority security interest in the Notes Priority Collateral and a junior first priority security interest in the RCF Priority Collateral in order to secure the prompt and complete payment, observance and performance of, among other things, their respective obligations under the Indenture governing the Senior Secured Notes. Canadian Collateral Agreement On February 8, 2010, Appleton Papers Canada Ltd. entered into a collateral agreement in favor of the Collateral Agent. Pursuant to the Canadian Collateral Agreement and subject to the certain exceptions contained therein, the Canadian Grantor has granted a senior first priority security interest in the Notes Priority Collateral and a junior first priority security interest in the RCF Priority Collateral in order to secure the prompt and complete payment, observance and performance of, among other things, its obligations under the Indenture governing the Senior Secured Notes. U.S. Guarantee and Collateral Agreement On February 8, 2010, the U.S. Grantors entered into a guarantee and collateral agreement in favor of the Administrative Agent. Pursuant to the U.S. Guarantee and Collateral Agreement and subject to the certain exceptions contained therein, the U.S. Grantors have granted a senior first priority security interest in the RCF Priority Collateral and a junior first priority security interest in the Notes Priority Collateral in order to secure the prompt and complete payment, observance and performance of, among other things, their respective obligations under the Revolving Credit Facility. Canadian Guarantee and Collateral Agreement On February 8, 2010, the Canadian Grantor entered into a guarantee and collateral agreement in favor of the Administrative Agent. Pursuant to the Canadian Guarantee and Collateral Agreement and subject to the certain exceptions contained therein, the Canadian Grantor has granted a senior first priority security interest in the RCF Priority Collateral and a junior first priority security interest in the Notes Priority Collateral in order to secure the prompt and complete payment, observance and performance of, among other things, its obligations under the Revolving Credit Facility. 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. BIOBASED TECHNOLOGIES: Court Approves Plan of Reorganization ------------------------------------------------------------ According to SprayFoam.com, the Bankruptcy Court has approved a plan of reorganization that allows BioBased Technologies to fully pay all trade creditors and ensures continued funding for the Company. The report relates that a private investor from northwest Arkansas has committed $2.8 million to recapitalize the Company and an additional $1.5 million line of credit under the Plan. All aspects of operations also have been reorganized, streamlined and refocused at this time. About BioBased Technologies Fayetteville, Arkansas-based BioBased Technologies LLC, dba BioBased Systems, BioBased Insulation, and BioBased Chemicals, is is best known for its soy-based spray foam insulation, its primary consumer product, which was used in many homes built in northwest Arkansas over the past several years. It also manufactures Agrol, a family of bio-based polyols for use in polyurethane products such as rigid and flexible molded foam. The Company filed for Chapter 11 protection on September 1, 2009 (Bankr. W.D. Ark. Case No. 09-74400). Jill R. Jacoway, Esq., at Jacoway Law Firm, represents the Debtor. When it filed for protection, the Debtor listed assets of between $1 million and $10 million, and debts of $10 million and $50 million. BOECKLE PROPERTIES: Case Summary & 3 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Boeckle Properties, Inc. 654 Riverside Drive Clayton, NY 13624 Bankruptcy Case No.: 10-30039 Chapter 11 Petition Date: January 11, 2010 Court: United States Bankruptcy Court Northern District of New York (Syracuse) Judge: Margaret M. Cangilos-Ruiz Debtor's Counsel: Edward J. Fintel, Esq. Edward J. Fintel & Associates P.O. Box 6451 430 E. Genesee St., Ste. 205 Syracuse, NY 13217-6451 Tel: (315) 424-8252 Fax: (315) 424-7990 Email: ejfintel@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $1,950,300, and total debts of $1,303,459. A full-text copy of the Debtor's petition, including a list of its 3 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nynb10-30039.pdf The petition was signed by Christopher M. Swartz, president of the Company. BRUCE NEVIASER: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Bruce D. Neviaser 7326 Blackhawk Road Middleton, WI 53562 Bankruptcy Case No.: 10-10062 Chapter 11 Petition Date: January 7, 2010 Court: United States Bankruptcy Court Western District of Wisconsin, http://www.wiw.uscourts.gov(Madison) Judge: Chief Judge Robert D. Martin Debtor's Counsel: J. David Krekeler, Esq. 15 N. Pinckney Street P.O. Box 828 Madison, WI 53701-0828 Tel: (608) 258-8555 Email: jdkrek@ks-lawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Mr. Neviaser. BUDDY QUITORIO: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Joint Debtors: Buddy Quitorio Nida Quitorio 5640 Silver Bear Way Las Vegas, NV 89118 Bankruptcy Case No.: 10-10245 Chapter 11 Petition Date: January 8, 2010 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Mike K. Nakagawa Debtors' Counsel: Charles T. Wright, Esq. Piet & Wright 3130 S. Rainbow Blvd., Ste. 304 Las Vegas, NV 89146 Tel: (702) 566-1212 Fax: (702) 566-4833 Email: todd.wright@pietwright.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $1,963,273 and total debts of $2,231,426. 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/nvb10-10245.pdf The petition was signed by the Joint Debtors. CABRINI MEDICAL: Sloan-Kettering to Buy Property for $83.1MM ------------------------------------------------------------ Bill Rochelle at Bloomberg News reports that Cabrini Medical Center received permission from the Bankruptcy Court to sell the property housing its now-closed hospital in Manhattan to Memorial Sloan-Kettering Cancer Center for $83.1 million. Sloan-Kettering outbid another buyer, which had an initial bid of $80 million. Sloan-Kettering is based on Manhattan's Upper East Side. Cabrini Medical Center was an operator of an acute care voluntary hospital on East 19th Street in Manhattan. The facility ceased operating as a hospital in March 2008. The Company filed for Chapter 11 bankruptcy protection on July 9, 2009 (Bankr. S.D.N.Y. Case No. 09-14398). Frank A. Oswald, Esq., at Togut, Segal & Segal LLP assists the Company in its restructuring efforts. The Company listed $50,000,001 to $100,000,000 in assets and $100,000,001 to $500,000,000 in debts. CARBIZ INC: Halts Operations; Turns Assets Over to Senior Lenders ----------------------------------------------------------------- CarBiz Inc. and its subsidiaries have turned over all of their assets to the Company's two senior secured lenders, Dealer Services Corporation and Wells Fargo Preferred Capital, Inc., and have ceased operations. Effective as of the close of business on February 12, 2010, all of the officers and directors of the Company have resigned their positions with the Company and its subsidiaries. On January 18, 2010, CarBiz received a letter from DSC informing it that DSC was declaring a default under the Fourth Amended and Restated Loan and Security Agreement, dated February 25, 2009, among DSC, the Company and its operating subsidiaries, and accelerating the indebtedness due thereunder, which amount, according to the letter, is a sum not less than $16,426,810 as of such date. In August 2009, the Company was unable to make its monthly curtailment payment due under the DSC loan agreement. The Company negotiated a deferral of that payment to DSC by agreement to a deferral fee of approximately $350,000, or about $100 per car securitizing the term loan. Subsequent to that agreement, DSC ceased funding new inventory under the agreement. This cessation prevented the Company from replacing sold vehicles and has had a severe adverse effect on the Company's sales, portfolio growth and cash flow. As a further result of the reduction of the Company's sales and cash flow, the Company was forced to negotiate a deferral of two additional monthly curtailment payments to DSC in September and October 2009. The cost of each monthly deferral was approximately $350,000. These additional charges caused the effective interest rate of the DSC debt to be approximately 40% at October 31, 2009. On January 21, 2010, the Company received a letter from Wells Fargo, informing it that Wells Fargo was also declaring a default under the Loan and Security Agreement, dated June 15, 2009, among Wells Fargo and the Company's operating subsidiaries, and accelerating the indebtedness due thereunder, which amount, according to the letter, was $12,198,848 as of January 21, 2010. Stanton Heintz, the Company's Chief Financial Officer, said last month without further funding from DSC or Wells Fargo, and without the ability to use the payments on the leases and loans that secure the indebtedness to DSC and Wells which are pledged as collateral to DSC and Wells Fargo, along with all of the Company's other assets, the Company will have no ability to make payroll or pay its other debts, and will likely be forced to file for bankruptcy in the very near future. As reported by the Troubled Company Reporter on December 18, 2009, CarBiz reported a net loss of $2,142,588 for the three months ended October 31, 2009, from a net loss of $5,811,687 for the year ago period. For the nine months ended October 31, 2009, the Company posted net income of $29,546,348 from a net loss of $4,255,540 for the year ago period. At October 31, 2009, Carbiz had $33,994,630 in total assets against $36,777,723 in total liabilities, resulting in stockholders' deficiency of $2,783,093. CarBiz Inc. operates and manages its business in two segments, which are its used car sales and leasing segment -- CarBiz Auto Credit -- and consulting and collections services offered to independent car dealerships -- Consulting and Collections. CarBiz operates 25 Buy-Here Pay-Here credit centers throughout the United States. The company also provides training, consulting, performance groups and management services for dealers seeking to improve their BHPH programs. CATHOLIC CHURCH: Fairbanks to Auction Pilgrim Hot Springs in March ------------------------------------------------------------------ Bill Rochelle at Bloomberg News reports that the Catholic Diocese of Fairbanks, Alaska, has obtained approval from the Bankruptcy Court to auction Pilgrim Hot Springs on March 5. As required by the reorganization plan, Fairbanks has set the opening bid of $1.85 million from the diocese's endowment fund. Competing bids are initially due Feb. 25. A hearing to consider the results of the auction will be held Feb. 5. Proceeds from the sale make up part of the cash going to sexual- abuse claimants. The hot springs property has 319 acres and is 46 miles (75 kilometers) north of Nome, Alaska. It once had a greenhouse, bath house and hot spring pool. It is now being studied for a possible geothermal project. About Diocese of Fairbanks The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/-- filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska Case No. 08-00110). Susan G. Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its restructuring efforts. Michael R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's local counsel and Cook, Schuhmann & Groseclose Inc. as its special counsel. Judge Donald MacDonald, IV, of the United States Bankruptcy Court for the District of Alaska presides over Fairbanks' Chapter 11 case. The Debtor's schedules show total assets of $13,316,864 and total liabilities of $1,838,719. The church's plans to file its bankruptcy plan and disclosure statement on July 15, 2008. Its exclusive plan filing period expires on January 15, 2009. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CBD DEVELOPMENT: Case Summary & 1 Largest Unsecured Creditor ------------------------------------------------------------ Debtor: CBD Development, LLC 41987 Shore Acres Rd. Loon Lake, WA 99148 Bankruptcy Case No.: 10-00060 Chapter 11 Petition Date: January 7, 2010 Court: United States Bankruptcy Court Eastern District Of Washington (Spokane/Yakima) Judge: Patricia C. Williams Debtor's Counsel: J Craig Barrile, Esq. PO Box 1189 Deer Park, WA 99006 Tel: (509) 276-7184 Fax: (509) 276-2587 Email: jcbarrile@barrilelaw.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 $2,020,000 and total debts of $1,105,563. The Debtor identified Steven County Treasurer with a debt claim for $11,621 as its largest unsecured creditor. A full-text copy of the Debtor's petition, including a list of its largest unsecured creditor, is available for free at: http://bankrupt.com/misc/waeb10-00060.pdf The petition was signed by Charles Lowe, member of the Company. CENTER 130 LLC: Case Summary & 4 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Center 130, LLC P.O. Box 65 Oak Island, NC 28465 Bankruptcy Case No.: 10-00198 Chapter 11 Petition Date: January 11, 2010 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: J. Rich Leonard Debtor's Counsel: George M. Oliver, Esq. Oliver & Friesen, PLLC PO Box 1548 New Bern, NC 28563 Tel: (252) 633-1930 Fax: (252) 633-1950 Email: efile@oliverandfriesen.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 $2,551,800, and total debts of $1,498,700. A full-text copy of the Debtor's petition, including a list of its 4 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nceb10-00198.pdf The petition was signed by John Hamilton, member-manager of the Company. CFM U.S.: Chapter 11 Case Dismissed by Court -------------------------------------------- Bill Rochelle at Bloomberg News reports that CFM U.S. Corp. had its Chapter 11 case dismissed. In early 2009, CFM U.S. proposed a liquidating plan. It later opted not to proceed with the plan, and instead mulled on having its estate run by a trustee under Chapter 7. CFM has consummated the sale of substantially all of its assets. CFM was authorized in July 2008 to sell most of the assets for $42.5 million after selling other assets in May to two buyers for $4.6 million. It was permitted in August to sell real estate in Huntington, Indiana, for $2 million. Headquartered in Huntington, Indiana, CFM U.S. Corp. -- http://www.majesticproducts.com/-- manufactured hearth and heating products and barbecue and outdoor products. The Company and its affiliate, CFM Majestic U.S. Holdings, Inc., filed for chapter 11 protection on April 9, 2008 (Bankr. D. Del. Lead Case No. 08-10668). William Pierce Bowden, Esq., at Ashby & Geddes, represents the Debtors. The Debtors selected Administar Services Group LLC as their claims agent. The U.S. Trustee for Region 3 appointed seven creditors to serve on an Official Committee of Unsecured Creditors. Patrick J. Reilley, Esq., at Cole Schotz Meisel Forman & Leonard, P.A., represents the Committee in these cases. As reported in the Troubled Company Reporter on June 18, 2008, the Debtors' summary of schedules showed total assets of $91,316,300 and total debts of $32,7367,890. CHERRY TREE CORP: Case Summary & 6 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: The Cherry Tree Corp. 65 Fourth Ave. Brooklyn, NY 11211 Bankruptcy Case No.: 10-40092 Chapter 11 Petition Date: January 7, 2010 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Carla E. Craig Debtor's Counsel: Bruce D. Mael, Esq. Berkman Henoch et al 100 Garden City Plaza-3rd Fl Garden City, NY 11530 Tel: (516) 222-6200 Email: b.mael@bhpp.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including a list of its 6 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nyeb10-40092.pdf The petition was signed by James McGown, president of the Company. CHRYSLER LLC: Seeks to Sell Twinsburg Plant for $27.5 Million ------------------------------------------------------------- Chrysler LLC, now known as Old Carco LLC, and its affiliates are asking the U.S. Bankruptcy Court for the Southern District of New York to approve procedures that will govern the sale of the Debtors' Twinsburg, Ohio stamping plant and related assets. The Debtors intend to sell the property under a stalking horse agreement dated February 12, 2010, with Twinsburg Industrial Park LLC. The buyer has offered $27.5 million, subject to higher or otherwise better offers. The Debtors have agreed to pay a $600,000 break-up fee in the event they close a deal with another buyer. According to netDockets, the Debtors seek to sell: -- 11 parcels of real property totaling 195 acres located at 2000 East Aurora Road, Twinsburg, Summit County, Ohio together with all facilities (including a state-of-the-art stamping facility), buildings, fixtures and other improvements located thereon and certain ancillary rights related thereto; -- all intangible property pertaining thereto; and -- certain personalty, trade fixtures and equipment located and/or used at the Real Property. In their motion, the Debtors said the assets serve as collateral for Old Carco's obligations under Chrysler LLC's prepetition first lien credit agreement. At present, New Chrysler continues to use the property and has the right to continue to use the property through July 31, 2010 pursuant to a Transition Services Agreement entered into in conjunction with the transactions that led to the establishment of New Chrysler. The Debtors said New Chrysler does not currently pay rent for use of the property but covers all of the carrying costs and wind-down costs associated with the property through July 31, 2010. However, at the end of July, Old Carco will again be responsible for the carrying costs, which are estimated to be approximately $2.4 million per year. The Debtors have proposed this timeline: Bid Deadline: 5:00 p.m. (Eastern) on March 5, 2010 Auction: 10:00 a.m. (Eastern) on March 10, 2010 Sale Hearing: 10:00 a.m. (Eastern) on March 11, 2010 The minimum overbid for a competing offer is $750,000 (net cash or cash equivalent consideration). Competing bidders must also provide a good faith deposit equal to 10% of the bid's initial cash purchase price. About Chrysler Group LLC Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles and products. Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. About Chrysler LLC Chrysler LLC and 24 affiliates on April 30 sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of December 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat has a 20 percent equity interest in Chrysler Group. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CLEARPOINT BUSINESS: ComVest Purchases Majority Stake ----------------------------------------------------- ClearPoint Business Resources, Inc., on Tuesday said ComVest Capital, LLC, purchased a 51% interest in the Company on a fully diluted basis through the exercise of a warrant. ComVest serves as the Company's senior lender under a secured revolving credit facility. "As the adoption of iLabor continues to increase, we are excited to have ComVest as a majority stakeholder," stated Michael Traina, ClearPoint Chairman and CEO. Traina continued, "It is a true testament to our company and our business model that a billion dollar financial institution like ComVest is willing to invest in the Company and is interested in funding our growth." In connection with this transaction, directors Brendan Calder, Dennis Cook, Parker Drew, Harry Glasspiegel, Vahan Kololian and Michael Perrucci resigned from the Company's board of directors. Gary E. Jaggard, Chief Executive Officer of ComVest Capital Advisors, LLC, an affiliate of ComVest Group Holdings, LLC and the Managing Director of ComVest Capital, LLC, was appointed by the Company's Board of Directors to serve on the Board. The Board also agreed to appoint Robert O'Sullivan, Vice Chairman of ComVest Group Holdings, LLC, as a member of the Board of Directors upon the Company's compliance with applicable SEC rules. Michael Traina will remain on the board. "We consistently review each of our portfolio investments and we have been impressed by iLabor's adoption among the nation's largest staffing companies," stated Mr. Jaggard, "ClearPoint's value proposition of immediate revenue increase clearly rings true with their staffing company clients and we look forward to continuing to support the Company and taking a more active role in its growth." The Company issued the warrant to ComVest in connection with ComVest's extension of the secured revolving credit facility to the Company on August 14, 2009. Under the terms of the Amended and Restated Revolving Credit Agreement with the Company, ComVest received the right, in connection with certain events of default, to exercise its warrant for 51% of the fully-diluted common stock of the Company. On February 9, 2010, the Company received a notice of certain defaults from ComVest under the Amended and Restated Revolving Credit Agreement, including the Company's failure to pay ComVest approximately $168,000, in the aggregate, of accrued interest and a loan modification fee. The Company is obligated to issue to ComVest 18,670,825 shares of common stock and received approximately $18,671 from ComVest as the exercise price of the warrant. As a result of this transaction, ComVest now owns 51% of the Company's fully diluted common stock and approximately 56.7% of the outstanding common stock of the Company. In addition to its majority stockholder position, ComVest remains the Company's senior secured lender and has waived existing defaults under the revolving credit facility. About ComVest Group Holdings The ComVest Group is a private investment firm focused on providing debt and equity solutions to middle-market companies with enterprise values of less than $350 million. Since 1988, ComVest has invested more than $2 billion of capital in over 200 public and private companies worldwide. Through its extensive financial resources and broad network of industry experts, ComVest offers its portfolio companies financial sponsorship, critical strategic support, and business development assistance. About ClearPoint Business Resources ClearPoint Business Resources, Inc., is a workplace management solutions company. Through the iLabor Network, ClearPoint provides services to clients ranging from small businesses to Fortune 500 companies. The iLabor Network specializes in the highly transactional "go to work" or "on-demand" segment of the temporary labor market. ClearPoint considers the hospitality, distribution, warehouse, manufacturing, logistics, transportation, convention services, hotel chains, retail and administrative sectors among the segments best able to be served by the iLabor Network. During the fiscal year ended December 31, 2008, ClearPoint began to transition its business model from a temporary staffing provider through a network of branch-based offices or franchises to a provider that manages clients' temporary staffing needs through its open Internet portal-based iLabor Network. ClearPoint completed this transition during the three months ended June 30, 2008. Under its new business model, ClearPoint acts as a broker for its clients and network of temporary staffing suppliers. ClearPoint derives its revenues from (i) royalty payments related to client contracts which ClearPoint subcontracted or sold to other providers of temporary staffing services; (ii) revenues generated by the iLabor Network; and (iii) revenues related to VMS. As of September 30, 2009, the Company had $2,803,735 in total assets and $27,426,894 in total liabilities, resulting in $24,623,159 in stockholders' deficit. Going Concern Opinion Historically, ClearPoint has funded its cash and liquidity needs through cash generated from operations and debt financing. At September 30, 2009, the Company had an accumulated deficit of $57,278,493 and working capital deficiency of $9,466,342. For the nine months ended September 30, 2009, the Company incurred a net loss of $2,787,950. Although the Company restructured its debt and obtained new financing in the third quarter of 2009, cash projected to be generated from operations may not be sufficient to fund operations and meet debt repayment obligations during the next 12 months. To meet its future cash and liquidity needs, the Company may be required to raise additional financing and restructure existing debt. There is no assurance that the Company will be successful in obtaining additional financing and restructuring its existing debt. If the Company does not generate sufficient cash from operations, raise additional financing and restructure existing debt, there is substantial doubt about the ability of the Company to continue as a going concern. COACHMEN INDUSTRIES: Gabelli Funds Disclose Equity Stake -------------------------------------------------------- Mario J. Gabelli's GAMCO Asset Management Inc. disclosed that as of January 29, 2010, it may be deemed to beneficially own 914,219 shares or roughly 5.65% of the common stock of Coachmen Industries, Inc. Mr. Gabelli's Gabelli Funds, LLC, disclosed holding 787,000 shares or roughly 4.86% of Coachmen stock. Coachmen Industries, Inc., doing business as All American Group, is one of America's premier systems-built construction companies operating under the ALL AMERICAN BUILDING SYSTEMS(R), ALL AMERICAN HOMES(R) and MOD-U-KRAF(R) brands, as well as a manufacturer of specialty vehicles through a joint venture with ARBOC Mobility, LLC. All American Group is a publicly held company with stock quoted and traded on the over-the-counter markets under the ticker COHM.PK. All American Group includes All American Homes, LLC and Mod-U- Kraf, LLC, which combined are one of the nation's largest builders of systems-built residential homes. Models range from single- story ranches to spacious two-story colonials to beautifully rustic log homes, under the Ameri-Log(R) brand. A line of solar homes that can generate low to zero energy bills is available under the Solar Village(R) brand. All American Building Systems, LLC, builds large scale projects such as apartments, condominiums, dormitories, hotels, military and student housing. The Company's construction facilities are located in Colorado, Indiana, Iowa, North Carolina and Virginia. * * * In March 2009, Coachmen's independent public accounting firm, Ernst & Young LLP, said that despite the Company's sale of the assets related to its RV Segment, its recurring net losses and lack of current liquidity raise substantial doubt about its ability to continue as a going concern. Coachmen said its ability to continue as a going concern is highly dependent on its ability to obtain financing or other sources of capital. As reported by the Troubled Company Reporter on February 9, 2010, Coachmen Industries determined that its accounting treatment of the transactions with H.I.G. All American, LLC, was incorrect regarding its 2009 fourth-quarter and full year results, which were previously released on February 1, 2010. The Company cautioned investors not to rely upon those results. COACHMEN INDUSTRIES: PSERS Reports 1.79% Equity Stake ----------------------------------------------------- The Commonwealth of Pennsylvania Public School Employees' Retirement System disclosed that it may be deemed to beneficially own 289,200 shares or roughly 1.79% of the common stock of Coachmen Industries, Inc. Coachmen Industries, Inc., doing business as All American Group, is one of America's premier systems-built construction companies operating under the ALL AMERICAN BUILDING SYSTEMS(R), ALL AMERICAN HOMES(R) and MOD-U-KRAF(R) brands, as well as a manufacturer of specialty vehicles through a joint venture with ARBOC Mobility, LLC. All American Group is a publicly held company with stock quoted and traded on the over-the-counter markets under the ticker COHM.PK. All American Group includes All American Homes, LLC and Mod-U- Kraf, LLC, which combined are one of the nation's largest builders of systems-built residential homes. Models range from single- story ranches to spacious two-story colonials to beautifully rustic log homes, under the Ameri-Log(R) brand. A line of solar homes that can generate low to zero energy bills is available under the Solar Village(R) brand. All American Building Systems, LLC, builds large scale projects such as apartments, condominiums, dormitories, hotels, military and student housing. The Company's construction facilities are located in Colorado, Indiana, Iowa, North Carolina and Virginia. * * * In March 2009, Coachmen's independent public accounting firm, Ernst & Young LLP, said that despite the Company's sale of the assets related to its RV Segment, its recurring net losses and lack of current liquidity raise substantial doubt about its ability to continue as a going concern. Coachmen said its ability to continue as a going concern is highly dependent on its ability to obtain financing or other sources of capital. As reported by the Troubled Company Reporter on February 9, 2010, Coachmen Industries determined that its accounting treatment of the transactions with H.I.G. All American, LLC, was incorrect regarding its 2009 fourth-quarter and full year results, which were previously released on February 1, 2010. The Company cautioned investors not to rely upon those results. COACHMEN INDUSTRIES: Rights Deal With Continental Stock Expires --------------------------------------------------------------- Coachmen Industries, Inc., disclosed its Shareholder Rights Agreement, dated as of January 5, 2000, as amended on August 13, 2001 and further amended on October 26, 2009, with Continental Stock Transfer & Trust Company -- as successor rights agent to First Chicago Trust Company of New York and National City Bank -- as Rights Agent, and all Rights granted to shareholders of the Company pursuant to the terms of the 2000 Rights Agreement, expired as of the close of business on February 1, 2010. Coachmen Industries, Inc., doing business as All American Group, is one of America's premier systems-built construction companies operating under the ALL AMERICAN BUILDING SYSTEMS(R), ALL AMERICAN HOMES(R) and MOD-U-KRAF(R) brands, as well as a manufacturer of specialty vehicles through a joint venture with ARBOC Mobility, LLC. All American Group is a publicly held company with stock quoted and traded on the over-the-counter markets under the ticker COHM.PK. All American Group includes All American Homes, LLC and Mod-U- Kraf, LLC, which combined are one of the nation's largest builders of systems-built residential homes. Models range from single- story ranches to spacious two-story colonials to beautifully rustic log homes, under the Ameri-Log(R) brand. A line of solar homes that can generate low to zero energy bills is available under the Solar Village(R) brand. All American Building Systems, LLC, builds large scale projects such as apartments, condominiums, dormitories, hotels, military and student housing. The Company's construction facilities are located in Colorado, Indiana, Iowa, North Carolina and Virginia. * * * In March 2009, Coachmen's independent public accounting firm, Ernst & Young LLP, said that despite the Company's sale of the assets related to its RV Segment, its recurring net losses and lack of current liquidity raise substantial doubt about its ability to continue as a going concern. Coachmen said its ability to continue as a going concern is highly dependent on its ability to obtain financing or other sources of capital. As reported by the Troubled Company Reporter on February 9, 2010, Coachmen Industries determined that its accounting treatment of the transactions with H.I.G. All American, LLC, was incorrect regarding its 2009 fourth-quarter and full year results, which were previously released on February 1, 2010. The Company cautioned investors not to rely upon those results. CONSECO INC: Hotchkis & Wiley Holds 5.0% Equity Stake ----------------------------------------------------- Hotchkis & Wiley Capital Management, LLC, has filed with the Securities and Exchange Commission Amendment No. 4 to its Schedule 13-G which was initially filed on February 14, 2006. The CUSIP Number of the common stock is 208464883. Hotchkis & Wiley Capital Management, LLC disclosed that it may be deemed to beneficially own shares of Conseco inc's common stock: Shares Beneficially Company Owned Percentage ------- ------------ ---------- Hotchkis & Wiley Capital Management, LLC 12,501,604 5.0% A full-text copy of the amended Schedule 13-G is available at no charge at http://researcharchives.com/t/s?52eb About Conseco Inc. Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) -- http://www.conseco.com/-- is the holding company for a group of insurance companies operating throughout the United States that develop, market and administer supplemental health insurance, annuity, individual life insurance and other insurance products. The company became the successor to Conseco Inc. (Old Conseco), in connection with its bankruptcy reorganization. CNO focuses on serving the senior and middle-income markets. The company sells its products through three distribution channels: career agents, professional independent producers and direct marketing. CNO operates through its segments, which includes Bankers Life, Conseco Insurance Group, Colonial Penn, other business in run-off and corporate operations. * * * Moody's Investors Service has affirmed the ratings of Conseco, Inc. (senior bank facility at Caa1) and its insurance subsidiaries (insurance financial strength at Ba2) and changed the outlook to positive from negative. Standard & Poor's Ratings Services said that it affirmed its 'CCC' counterparty credit rating on Conseco Inc. and the 'BB-' financial strength ratings on Conseco's insurance subsidiaries. S&P revised the outlook to stable from negative. In December, S&P placed its 'CCC' counterparty credit rating on Conseco Inc. on CreditWatch with positive implications, "to reflect Conseco's significantly improved financial flexibility." COREL CORP: Cancels Registration of Common Stock ------------------------------------------------ Corel Corp. has filed a Form 15 with the Securities and Exchange Commission to cancel the registration of its common stock effective as of February 5, 2010. Corel Corp. also filed with the Commission Post-Effective Amendment No. 1 to Form S-8 Registration Statement to terminate the registration of any of the securities previously registered that remain unsold under the Company's: -- 2003 Share Option and Phantom Unit Plan, as amended; -- 2006 Equity Incentive Plan; -- Intervideo, Inc. 1998 Stock Plan; and -- Intervideo, Inc. 2003 Stock Plan In January 2010, Corel shareholders approved a stock consolidation, which represented the second and final step in the acquisition of Corel by Corel Holdings, L.P., a limited partnership controlled by an affiliate of Vector Capital. Following approval of the Consolidation, Corel filed articles of amendment to effect the consolidation with the result that Corel is now wholly owned by Corel Holdings, L.P., and its affiliates. Shareholders other than Corel Holdings, L.P., and its affiliates are to receive cash consideration of US$4.00 in respect of each pre-consolidation share held by such holder. Corel's common shares will be delisted from the NASDAQ stock market and the Toronto Stock Exchange promptly following the consolidation, and thereafter Corel will cease to be a reporting issuer under Canadian law and its reporting obligations under U.S. securities laws will be suspended. About Corel Corp. Corel Corp. (NASDAQ:CREL) (TSX:CRE) -- http://www.corel.com/-- is one of the world's top software companies with more than 100 million active users in over 75 countries. The Company provides high quality, affordable and easy-to-use Graphics and Productivity and Digital Media software. The Company's products are sold through a scalable distribution platform comprised of Original Equipment Manufacturers (OEMs), the Company's global e-Stores, and the Company's international network of resellers and retail vendors. At August 31, 2009, the Company had $189.7 million in total assets against $199.7 million in total liabilities, resulting in $10.0 million in shareholders' deficit. Corel's working capital deficiency at August 31, 2009, was $10.5 million, an increase of $7.7 million from the November 30, 2008, working capital deficiency of $2.8 million. In November 2009, Standard & Poor's Ratings Services lowered its long-term corporate credit ratings on Ottawa-based packaged software provider Corel Corp. to 'B-' from 'B'. S&P also lowered the issue-level rating on the company's senior secured credit facility by one notch to 'B-' from 'B'. The '3' recovery rating on the debt is unchanged. DANNY'S FAMILY: Sent Units to Chapter 11 on Loan Defaults --------------------------------------------------------- Danny's Family Cos. filed for Chapter 11 protection on four of its stores -- Danny's 59th Ave. LLC, Danny's Happy Valley LLC, Danny's Raintree & Northsight LLC and Danny's Scottsdale & Shea LLC -- in the U.S. Bankruptcy Court for the District of Arizona after M&I Marshall & Ilsley Bank sought to have a recevier to control the company's businesses. CSP Daily News reports that the Company defaulted on four loans tied to the stores. The bank said the amount due was $12.9 million as of January 28, 2010, report relates. Danny's Family Cos. owns chains of retail stores. DELPHI CORP: Autoliv to Buy Asian Protection Systems by March 13 ---------------------------------------------------------------- In a public statement dated January 28, 2010, Autoliv Inc. will acquire substantially all of Delphi Automotive LLP's occupant protection systems operations in Korea and China, pursuant to an Asian agreement between Autoliv and Delphi. The acquisition includes intellectual property, physical assets and a highly skilled workforce of about 600 associates in Korea and China. Customers of Delphi's protection systems in Asia include HKMC (Hyundai) Chery and Tata. The acquisition of the Asian protection systems assets is expected to close by March 13, 2010, subject to regulatory approvals and customary closing conditions. In November and December 2009, Autoliv purchased Delphi's protection systems business in Europe and North America. Autoliv President and Chief Executive Officer Jan Carlson said that Autoliv is satisfied to have finalized agreements to acquire virtually all of Delphi's Occupant Protection System assets worldwide. About Delphi Corp Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ) -- http://www.delphi.com/-- was a global supplier of mobile electronics and transportation systems, including powertrain, safety, steering, thermal, and controls & security systems, electrical/electronic architecture, and in-car entertainment technologies. Delphi had approximately 146,600 employees and operates 150 wholly owned manufacturing sites in 34 countries with sales of $18.1 billion in 2008. The Company filed for Chapter 11 protection on October 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represent the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000 in total assets and US$23,742,000,000 in total debts. The Court confirmed Delphi's plan on January 25, 2008. The Plan was not consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide US$2,550,000,000 in equity financing to Delphi. At the end of July 2009, Delphi obtained confirmation of a revised plan, build upon a sale of the assets to a entity formed by some of the lenders who provided $4 billion of debtor-in-possession financing, and General Motors Company. On October 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization became effective. A Master Disposition Agreement executed among Delphi Corporation, Motors Liquidation Company, General Motors Company, GM Components Holdings LLC, and DIP Holdco 3, LLC, divides Delphi's business among three separate parties -- DPH Holdings LLC, GM Components, and DIP Holdco 3. Delphi emerged from Chapter 11 as DPH Holdings. DPH Holdings will remain responsible for the post-Effective Date administration and eventual closing of the Chapter 11 cases as well as the disposition of certain retained assets and payment of certain retained liabilities as provided under the Modified Plan. Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Delphi Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) DELPHI CORP: DPH Receives $7.48MM Grant From Energy Department -------------------------------------------------------------- Delphi Corp. now known as DPH Holdings, along with a team from Hyundai America Technical Center and academia was recently nominated by the U.S. Department of Energy (DOE) for a $7.48 million grant to demonstrate a new high-efficiency vehicle concept. A key strategy for achieving the project goals will be a pioneering low-temperature gasoline combustion system that could help significantly improve light-duty vehicle fuel economy. Delphi advanced powertrain systems engineers will partner with Hyundai America Technical Center, Inc (HATCI); Wisconsin Engine Research Consultants (WERC); the University of Wisconsin-Madison (UW); and Wayne State University (WSU). "This will be a highly synchronized team effort," said John Kirwan, chief scientist for gasoline engine management systems EMS and powertrain products, Delphi Powertrain. "Furthermore, Delphi is fortunate to be supported by a group of distinguished organizations with a wide range of capabilities." Delphi is an industry leader in advanced powertrain technology development, with new gasoline direct injection (GDi) systems soon entering production. Hyundai, the world's fourth largest automaker has declared GDi among its key technologies to lead the industry in fuel economy. Hyundai engineers and produces millions of engines and vehicles globally, adding a unique technology integration and manufacturing perspective, while WERC and the universities provide fundamental technology development capabilities. "It's an ideal team for taking a highly advanced, pioneering technology from the concept level to a practical application on a demonstration vehicle," noted Mr. Kirwan. The team will use an integrated systems approach for the project, a methodology for which Delphi is recognized and respected. A set of complementary improvements across the powertrain will be applied so that significant engine efficiencies can be realized at an affordable cost. Delphi's sophisticated engine management controls will optimize system efficiency, while meeting emissions and engine performance goals. The combustion technology will be enabled by Delphi's advanced variable valve actuation and GDi technologies. The combination of these and other technology applications is targeted to achieve a 25 percent or greater improvement in fuel economy at the vehicle level. In the breakthrough low-temperature combustion concept called gasoline direct compression ignition, fuel is ignited by compression rather than by spark, similar to GDi homogeneous charge compression ignition. The novel concept offers the potential for diesel-like efficiency while maintaining very low emissions. The four year project is expected to provide many benefits for Delphi, the U.S. and the entire automotive industry. "This is a tremendous opportunity for Delphi Powertrain Systems to demonstrate some of our core competencies and contribute to our country's economy and energy security," said Jim Zizelman, engineering director for Delphi Powertrain. "This funded program will extend our company's powertrain product portfolio providing Delphi greater opportunities with our customers." About HATCI Hyundai America Technical Center, Inc (HATCI), headquartered in Superior Township, Michigan, near Ann Arbor, is a subsidiary of Hyundai Motor Co. of Korea. HATCI provides design and engineering support and tests and certifies all Hyundai and Kia products sold in North America. In addition to the headquarters in Michigan, HATCI operates two design centers in Irvine, Calif., one engineering facility in Irvine, two engineering facilities in Chino, California and the Hyundai California Proving Ground in California City, California. About WERC The WERC group represents decades of academic, research and industry experience, together with practical engine development knowledge. WERC, LLC (www.w-erc.com) has extensive engine modeling experience, and the capability to speed the transfer of advanced developments from the University environment to industry. About UW The Engine Research Center of the University of Wisconsin- Madison -- http://www.erc.wisc.edu-- has a history of more than sixty years of successful high-level academic research on internal combustion engines. The ERC maintains an array of up-to-date engines, test cells and advanced diagnostics. About WSU Wayne State University -- http://www.wayne.edu-- is located in the Motor City. Founded in 1868, WSU consists of 13 schools and colleges offering more than 350 major subject areas to over 31,000 graduate and undergraduate students. Wayne State University is classified as a Research Intensive University (Very High research activity), or RU/VH, by the Carnegie Foundation. About Delphi Corp Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ) -- http://www.delphi.com/-- was a global supplier of mobile electronics and transportation systems, including powertrain, safety, steering, thermal, and controls & security systems, electrical/electronic architecture, and in-car entertainment technologies. Delphi had approximately 146,600 employees and operates 150 wholly owned manufacturing sites in 34 countries with sales of $18.1 billion in 2008. The Company filed for Chapter 11 protection on October 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represent the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000 in total assets and US$23,742,000,000 in total debts. The Court confirmed Delphi's plan on January 25, 2008. The Plan was not consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide US$2,550,000,000 in equity financing to Delphi. At the end of July 2009, Delphi obtained confirmation of a revised plan, build upon a sale of the assets to a entity formed by some of the lenders who provided $4 billion of debtor-in-possession financing, and General Motors Company. On October 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization became effective. A Master Disposition Agreement executed among Delphi Corporation, Motors Liquidation Company, General Motors Company, GM Components Holdings LLC, and DIP Holdco 3, LLC, divides Delphi's business among three separate parties -- DPH Holdings LLC, GM Components, and DIP Holdco 3. Delphi emerged from Chapter 11 as DPH Holdings. DPH Holdings will remain responsible for the post-Effective Date administration and eventual closing of the Chapter 11 cases as well as the disposition of certain retained assets and payment of certain retained liabilities as provided under the Modified Plan. Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Delphi Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) DELPHI CORP: Sells Chassis Facility in Saginaw, Michigan -------------------------------------------------------- Delphi Automotive LLP sold its former chassis facility at 2328 E. Genesee in Saginaw, Michigan, to California-based IRG Saginaw LLC for an undisclosed price, according to The Saginaw News. Delphi spokesperson Lindsey C. Williams confirmed to The Saginaw News that the sale of the Chassis Plant was made in January 2010. TRW Integrated Chassis Systems LLC acquired the Saginaw Chassis Business in December 2007. TRW spokesperson John Wilkerson disclosed that the sale will not affect about 560 workers employed by TRW at the Chassis Facility, The Saginaw News disclosed. TRW remains a tenant of the 912,820-square-foot Chassis Facility, The Saginaw News added, citing Grubbs & Ellis Co., a real estate firm that handled the sale. About Delphi Corp Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ) -- http://www.delphi.com/-- was a global supplier of mobile electronics and transportation systems, including powertrain, safety, steering, thermal, and controls & security systems, electrical/electronic architecture, and in-car entertainment technologies. Delphi had approximately 146,600 employees and operates 150 wholly owned manufacturing sites in 34 countries with sales of $18.1 billion in 2008. The Company filed for Chapter 11 protection on October 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represent the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000 in total assets and US$23,742,000,000 in total debts. The Court confirmed Delphi's plan on January 25, 2008. The Plan was not consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide US$2,550,000,000 in equity financing to Delphi. At the end of July 2009, Delphi obtained confirmation of a revised plan, build upon a sale of the assets to a entity formed by some of the lenders who provided $4 billion of debtor-in-possession financing, and General Motors Company. On October 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization became effective. A Master Disposition Agreement executed among Delphi Corporation, Motors Liquidation Company, General Motors Company, GM Components Holdings LLC, and DIP Holdco 3, LLC, divides Delphi's business among three separate parties -- DPH Holdings LLC, GM Components, and DIP Holdco 3. Delphi emerged from Chapter 11 as DPH Holdings. DPH Holdings will remain responsible for the post-Effective Date administration and eventual closing of the Chapter 11 cases as well as the disposition of certain retained assets and payment of certain retained liabilities as provided under the Modified Plan. Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Delphi Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) DELTA AIR LINES: Completed Integration With Northwest Feb. 1 ------------------------------------------------------------ Delta Air Lines, Inc., completed on February 1, 2010, the integration of the Northwest Airlines Corp. reservation system, including the transition of all Northwest flights into the Delta schedule, migration of Northwest passenger reservations into the Delta system, and retirement of http://www.nwa.com Customers who booked Northwest for travel are now booked on identical Delta flights. Passengers can use the original confirmation numbers provided by Northwest to manage itineraries at http://www.delta.comand check in online or at the airport on the day of travel, Delta said in an official statement. "Throughout the integration of Delta and Northwest, we've taken a phased, deliberate approach to make the transition simple and seamless for our customers," said Theresa Wise, Delta's senior vice president and Chief Information Officer. "In this spirit, customers previously booked on Northwest are able to check in using their original reservation information, even if they arrive at the airport with no prior knowledge of the switch. We continue to work around the clock to minimize any potential impact to our operations and to customers." Delta has increased customer service agent staffing in airports and reservation call centers this week to ensure a smooth experience for customers. The final regularly scheduled Northwest flight, NW2470, departed Los Angeles International Airport for Las Vegas, January 30 at 8:45 p.m. PT. On January 31, at 3 a.m., nwa.com began redirecting customers to delta.com. Integrating the Northwest reservation system into Delta's marks the completion of one of the final merger milestones. Delta began rebranding airports worldwide in December 2008. By March, customers at more than 100 airports served by Northwest -- including the airline's U.S. hubs in Minneapolis, Detroit and Memphis -- were checking in at Delta-branded counters and kiosks and departing from Delta-branded gates. The final airport, Philadelphia International Airport, was rebranded January 18, 2010. In March 2009, all customer-facing employees began wearing Delta's designer uniforms, and all airport lounges were renamed Delta Sky Clubs. Consistent onboard products also were introduced on all U.S. flights, including expanded food offerings in First and Economy class and new in-flight entertainment on many long-haul flights. The Delta and Northwest loyalty programs were merged in October 2009 into the world's largest frequent flyer program, Delta SkyMiles. As previously reported, Delta obtained final clearance from the Federal Aviation Administration to operate with Northwest as a single airline on December 31, 2009 -- a significant milestone in the Delta-NWA integration efforts. The Single Operating Certificate, which was released by the FAA essentially allows Delta and NWA, as its subsidiary, to operate as a single airline. It clears the two airlines to use a single carrier code and combine operations. Delta closed its merger with Northwest in October 2008. 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 and Northwest Airlines carry a 'B/Negative/--' corporate ratings from Standard & Poor's. They also continue to carry 'B2' corporate family ratings from Moody's. DELTA AIR LINES: Disappointed at DOT Ruling on Slot Transaction --------------------------------------------------------------- Delta Air Lines (NYSE: DAL) and US Airways (NYSE: LCC) issued a statement in response to the U.S. Department of Transportation's proposed rulemaking on the airlines' previously announced slot transaction at New York's LaGuardia and Washington's Reagan- National airports. In its decision, DOT said it would require the airlines to divest 20 of the 125 slot pairs involved at New York-LaGuardia and 14 of the 42 slot pairs at Washington- National. "Delta and US Airways are disappointed in the DOT's decision that, if implemented, would negatively impact the consumer and economic benefits created by the proposed transaction by divesting 16 percent of the transaction at New York's LaGuardia Airport and 33 percent of the transaction at Washington-National. Chief among those benefits is the ability for both airlines to maintain and add new nonstop service between two of America's top business markets and small- and medium-sized communities across the United States. "Our goal remains to increase access for customers in small communities to LaGuardia and Washington-Reagan National airports. We appreciate the thousands of employees, customers and elected and community leaders who have voiced their support for our transaction. However, we expect that if this order is implemented as proposed the transaction will not go forward and significant consumer benefits will never be realized. Both airlines will review the DOT's proposed rulemaking to determine our next steps." 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 and Northwest Airlines carry a 'B/Negative/--' corporate ratings from Standard & Poor's. They also continue to carry 'B2' corporate family ratings from Moody's. DELTA AIR LINES: Suspends Service to Humboldt County ---------------------------------------------------- Delta Air Lines has suspended indefinitely all flights to and from Humboldt County, citing the impact of the slowing economy, USA Today reports. Disappointed at Delta's decision, County aviation director Jacquelyn Hulsey said ridership in 2009 "was good considering the country's overall economic condition." Delta spokesman Kent Landers told the newspaper that the airline "has not ruled out resuming service in Humboldt County during the summer if the economy picks up." The carrier is continuing talks with the county to figure out how to make the flights more profitable, according to Mr. Landers. 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 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. DON FARR MOVING : Updated Case Summary & Creditors List ------------------------------------------------------- Debtor: Don Farr Moving & Storage Company 4920 Buttermilk Hollow Road West Mifflin, PA 15122 Bankruptcy Case No.: 10-20114 Chapter 11 Petition Date: January 8, 2010 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Debtor's Counsel: Donald R. Calaiaro, Esq. Calaiaro & Corbett, P.C. Grant Building, Suite 1105 310 Grant Street Pittsburgh, PA 15219-2230 Tel: (412) 232-0930 Fax: (412) 232-3858 Email: dcalaiaro@calaiarocorbett.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 22 largest unsecured creditors is available for free at: http://bankrupt.com/misc/pawb10-20114.pdf The petition was signed by David Fix, president of the company. DOYLESTOWN PARTNERS: Case Summary & 2 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Doylestown Partners, Inc. 14404 North Rd Loxahatchee, FL 33470 Bankruptcy Case No.: 10-10299 Chapter 11 Petition Date: January 7, 2010 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Paul G. Hyman Jr. Debtor's Counsel: Arthur C. Neiwirth, Esq. 1 E Broward Blvd #1400 Fort Lauderdale, FL 33301 Tel: (954) 523-7008 Fax: (954) 523-7009 Email: aneiwirthcourt@qpwblaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including a list of its 2 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/flsb10-10299.pdf The petition was signed by William J. Reilly, secretary of the Company. EAST CAMERON PARTNERS: Reaches Settlement with Sukuk Holders ------------------------------------------------------------ East Cameron Partners L.P. is seeking approval from the Bankruptcy Court of a settlement, pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, with prepetition lenders. According to Blake Goud, in an article posted in CPI Financial, in 2006, East Cameron issued a Sukuk -- Islamic equivalent for bond -- to raise $165.67 million. Since fixed income, interest bearing bonds are not permissible in Islam, Sukuk securities are structured to comply with the Islamic law and its investment principles, which prohibits the charging, or paying of interest. During the expected term of East Cameron's Sukuk, proceeds from gas production from the two fields flowed to the purchaser special purpose vehicle, Louisiana Offshore Holdings LLC ("LOH"), and were shared between East Cameron Partners and the issuer SPV, East Cameron Gas Company, which passed them along to Sukuk holders with part paying the 11.25% expected return and part paying down the principal of the Sukuk. Investors were provided additional protection with an over-collateralized overriding royalty interest ("the ORRI") with the right to receive a greater amount of gas than expected to be necessary to repay the Sukuk investors the principal and expected return. On October 16, 2008, on the day East Cameron filed for bankruptcy, it filed a lawsuit against LOH, ECGC, and Deutsche Bank to prevent the sale, conveyance of the ORRI utilized by the Debtor to collateralize a loan from a non-debtor subsidiary. The suit sought to recharacterize the transaction and rule that the overriding royalty interest in the properties actually belongs to East Cameron and not to the non-debtor entities. To resolve the suit, as well as other issues relating to the Debtor's efforts to propose a viable plan of reorganization, the Debtor and holders of sukuk certificates sold by the Debtor have engaged extensive arms-length negotiations and have reached a mutually acceptable agreement as to the terms of a settlement. Pursuant to the settlement, the Adversary Proceeding will be dismissed. Sukuk certificate-holders will pay $500,000 to the Debtor, which in turn will distribute the amount to creditors pursuant to a plan. All of LOH will be assigned to ECGC. The Sukuk Certificateholders are Camulos Master Fund LP, Cheyne Capital Management (UK) LLP, The DuPont Pension Trust, Merrill Lynch, Pierce, Fenner & Smith, Incorporated, and Plainfield Direct Inc. About East Cameron Partners Based in Lafayette, Louisiana, East Cameron Partners, LP -- http://www.eastcameronpartners.com/-- is an independent oil and gas exploration and production company. The Company filed for Chapter 11 relief on Oct. 16, 2008 (Bankr. W.D. La. Case No. 08-51207). Benjamin W. Kadden, Esq., Christopher T. Caplinger, Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton, Peck, Rankin & Hubbard, represent the Debtor as counsel. Michael H. Piper, Esq., and William E. Steffes, Esq., at Steffes, Vingiello & McKenzie, L.L.C., represent the Official Committee of Unsecured Creditors as counsel. When the Debtor filed for protection from its creditors, it listed more than $100 million each in assets and debts. EAST CAMERON PARTNERS: Proposes to Sell Assets to Secured Lenders ----------------------------------------------------------------- East Cameron Partners LP is seeking approval from the Bankruptcy Court to sell the assets to secured lenders. Absent higher and better bids at an auction, secured lenders, comprising Cheyne Special Situations Fund LP, Cheyne Vista Fund LP, Dupont Pension Trust, Camulos Master Fund LP and Plainfield Direct Inc., will take the assets with a credit bid of $4 million and payment of $500,000 cash as part of a compromise. The Debtor is an independent oil and gas exploration and production company that holds leasehold interests in a producing gas and condensate field in federal waters off the United States approximately 20 miles offshore the State of Louisiana. The Debtor's sole source of revenue consists of an approximate 8% net revenue interest in the proceeds generated from the sale of hydrocarbons produced from the Leasehold Interests. From this approximate 8% net revenue interest, the Debtor is, as the working interest owner, obligated to pay all lease operating costs and expenses. The Debtor has operated on a negative cash flow basis due to the Sukuk structure negotiated by the Debtor's management prior to the commencement of the case. According to Blake Goud, in an article posted in CPI Financial, in 2006, East Cameron issued a Sukuk -- Islamic equivalent for bond -- to raise $165.67 million. Since fixed income, interest bearing bonds are not permissible in Islam, Sukuk securities are structured to comply with the Islamic law and its investment principles, which prohibits the charging, or paying of interest. During the expected term of East Cameron's Sukuk, proceeds from gas production from the two fields flowed to the purchaser special purpose vehicle, Louisiana Offshore Holdings ("LOH"), and were shared between East Cameron Partners and the issuer SPV, East Cameron Gas Company, which passed them along to Sukuk holders with part paying the 11.25% expected return and part paying down the principal of the Sukuk. Investors were provided additional protection with an over-collateralised overriding royalty interest ("the ORRI") with the right to receive a greater amount of gas than expected to be necessary to repay the Sukuk investors the principal and expected return. The sale will be subject to competing bids at an auction. About East Cameron Partners Based in Lafayette, Louisiana, East Cameron Partners, LP -- http://www.eastcameronpartners.com/-- is an independent oil and gas exploration and production company. The Company filed for Chapter 11 relief on Oct. 16, 2008 (Bankr. W.D. La. Case No. 08-51207). Benjamin W. Kadden, Esq., Christopher T. Caplinger, Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton, Peck, Rankin & Hubbard, represent the Debtor as counsel. Michael H. Piper, Esq., and William E. Steffes, Esq., at Steffes, Vingiello & McKenzie, L.L.C., represent the Official Committee of Unsecured Creditors as counsel. When the Debtor filed for protection from its creditors, it listed over $100 million each in assets and debts. EAST WEST RESORT: Files for Chapter 11 in Delaware -------------------------------------------------- Bob Van Voris at Bloomberg News reports that East West Resort Development V LLP, a developer with resort properties on Lake Tahoe, filed for Chapter 11 bankruptcy reorganization in Wilmington, Delaware (Bankr. D. Del. Case No. 10-10452). Based in Avon, Colorado, the Debtor said in its petition that it has between $100 million and $500 million in debts. Eleven affiliates also filed for Chapter 11. EASTMAN KODAK: Amends Credit Agreement with Citicorp USA -------------------------------------------------------- Eastman Kodak Company, Kodak Canada Inc. and certain subsidiaries of the Company entered into a second amendment and restated credit agreement dated as of March 31, 2009, with Citicorp USA, Inc., as agent, Citigroup Global Markets Inc. and Banc of America Securities LLC, as co-lead arrangers and co-bookrunners, Bank of America, N.A., as syndication agent, and the Agent Pursuant to the Amendment, the Company is permitted to incur additional Permitted Senior Debt of up to $200.0 million aggregate principal amount and may incur debt that refinances existing debt and Permitted Senior Debt so long as the refinancing debt meets certain requirements, including that the refinancing debt otherwise meets the definition of Permitted Senior Debt. Permitted Senior Debt and Permitted Refinancing Debt may be guaranteed by the guarantors under the Credit Agreement and may also be secured by a second priority lien on the assets of the Company and such guarantors, subject to an intercreditor agreement. At all times prior to the application of the net proceeds of Permitted Refinancing Debt to such refinancing, such proceeds must be deposited in one or more deposit accounts over which the Agent has a perfected security interest. The Amendment also permits the Company to use the net proceeds of: i) Permitted Refinancing Debt and ii) Permitted Senior Debt issued or incurred prior to the effective date of the Amendment to prepay, redeem, purchase, defease or otherwise satisfy its public debt securities or Permitted Senior Debt. In connection with the Amendment, the Company reduced the commitments of its non-extending lenders by $125,250,000. A full-text copy of the Amended and Restated Credit Agreement is available for free at http://ResearchArchives.com/t/s?52b7 About Eastman Kodak Headquartered in Rochester, New York, Eastman Kodak Company (NYSE:EK) -- http://www.kodak.com/-- provides imaging technology products and services to the photographic and graphic communications markets. * * * According to the Troubled Company Reporter on Feb. 15, 2010, Standard & Poor's Ratings Services revised its rating outlook on Rochester, New York-based Eastman Kodak Co. to stable from negative. All ratings on the company, including the 'B-' corporate credit rating, were affirmed. "The 'B-' rating reflects S&P's concern about Kodak's long-term earnings and cash flow prospects," noted Standard & Poor's credit analyst Tulip Lim. Kodak'S balance sheet at June 30, 2009, showed total assets of $7,106,000,000 and total liabilities of $7,215,000,000, resulting in shareholders' deficit attributable to Kodak of $112,000,000. EMERICH GIANNOTTI: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Emerich Giannotti 5 Ridge Road Englewood Cliffs, NJ 07632 Bankruptcy Case No.: 10-10368 Chapter 11 Petition Date: January 7, 2010 Court: United States Bankruptcy Court District of New Jersey (Newark) Debtor's Counsel: Jill Cadre, Esq. Cadre Law Firm 400 Sylvan Avenue Englewood Cliffs, NJ 07632 Tel: (201) 894-1300 Email: jill@cadrelaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Emerich Giannotti. ENNIS HOMES: Disclosure Statement Wins Bankruptcy Court Approval ---------------------------------------------------------------- Ennis Homes, Inc., received approval from the Hon. Whitney Rimel of the U.S. Bankruptcy Court for the Eastern District of California of the adequacy of the disclosure statement for its Plan of Reorganization dated as of January 22, 2010. The Bankruptcy Court approval of the Debtor's disclosure statement allows the Debtor to commence the solicitation of votes for confirmation of its Plan. The Court is yet to issue an order including the schedule in connection with the solicitation of votes on, and the confirmation of, the Plan. According to the Disclosure Statement, the Plan provides for the general unsecured claims to share pro rate these payments each year for the five years immediately after the effective date: a. the lesser of $400,000 or the Debtor's available cash; b. net proceeds from sales of the Debtor's unencumbered assets and collection of unencumbered accounts receivable. The Debtor believe that general unsecured claims will range from $30 million to $63 million after liquidation of unsecured creditors collateral depending on the deficiency amounts allowed to secured creditors. The general unsecured claims include deficiency and guaranty claims of Citizens Business Bank of $22 million, about $20 million of which is only against Ennis Land Development. The Debtor intends to borrow money from Bank of America and United Security Bank. The Debtor and BofA discussed a loan amounting to $8 million to refinance indebtedness and finance the development of residential projects subject to deeds of trust held by BofA. The contemplated financing with the United Security Bank amounts to $1 million for the further development of the Williams ranch Property and for partial pay down of the United Security Bank loan. Dismissal of the case or conversion to chapter 7 are alternatives to Debtor if the Plan is not confirmed. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/EnnisHomes_DS.pdf Ennis Homes Inc. is a homebuilder in California. Ennis Homes was founded in 1979 by Ben Ennis and has become one of the largest family owned homebuilders in the Central Valley,. Son Brian Ennis serves as President and daughter Pam Ennis acts as Vice President- Marketing of the Company. Ennis Homes Inc. filed for Chapter 11 on Feb. 3, 2009 (Bankr. E.D. Calif. Case No. 09-10848). Hagop T. Bedoyan, Esq., and Jacob L. Eaton, Esq., represent the Debtor as counsel. In its petition, Ennis Homes listed between $100 million and $500 million each in assets and debts. EVERYDAY LOGISTICS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Everyday Logistics LLC 156 Grandview Ave Monsey, NY 10952 Bankruptcy Case No.: 10-22026 Chapter 11 Petition Date: January 7, 2010 Court: United States Bankruptcy Court Southern District of New York (White Plains) Debtor's Counsel: Mark A. Frankel, Esq. Backenroth Frankel & Krinsky, LLP 489 Fifth Avenue New York, NY 10017 Tel: (212) 593-1100 Fax: (212) 644-0544 Email: mfrankel@bfklaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nysb10-22026.pdf The petition was signed by Eliot Spitzer. EXIDE TECHNOLOGIES: Wants to Object to Claims Until April 30 ------------------------------------------------------------ Reorganized Exide Technologies asks Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware to further extend through April 30, 2010, the time within which it may object to certain claims. Laura Davis Jones, Esq., at Pachulski Stang Zeihl & Jones LLP, in Wilmington, Delaware, tells the Court that the Debtors have more than 6,100 proofs of claim that were asserted against them. As of January 28, 2010, the Reorganized Debtor has filed more than 50 claims objections and consensually resolved numerous other claims. Through the efforts of the Reorganized Debtor, the Post-confirmation Committee of Unsecured Creditors, and each of their professionals, approximately 6,049 Claims have been reviewed, reconciled and resolved, reducing the total amount of outstanding Claims by more than $3,400,000,000. Furthermore, the Reorganized Debtor has completed 19 quarterly distributions to creditors under the Joint Plan, consisting of distributions on approximately 2,599 claims for approximately $1,670,000,000, Ms. Jones says. Since April of 2009, the Reorganized Debtor has not made any omnibus claims objection but has made considerable advancements with respect to the remaining, more complex claims, Ms. Jones relates. Despite this substantial progress, the Reorganized Debtor requires additional time to review and resolve the approximately 78 remaining claims, Ms. Jones explains. The amount of remaining Claims consists of those Claims that have not been paid, allowed, objected to or identified as a Claim that will be objected to. The extension will provide the Reorganized Debtor and the Committee with necessary time to continue to evaluate the claims filed against the estate, prepare and file additional objections to Claims and, where possible, consensually resolve claims, Ms. Jones tells the Court. The Reorganized Debtor asks the Court that the requested extension be without prejudice to its right to seek further extensions of the time within which to object to claims. The Court will convene a hearing to consider the motion on April 7, 2010, at 10:00 a.m. Eastern Time. Objections are due no later than March 31, 2010, at 4:00 p.m. By application of Del.Bankr.LR 9006-2, the Reorganized Debtor's deadline to object to claims has been automatically extended through and including April 7, 2010, when the Court holds a hearing to consider the merits of the Debtor's request. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. The Company filed for Chapter 11 protection on April 14, 2002 (Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. The Court confirmed Exide's Amended Joint Chapter 11 Plan on April 20, 2004. The plan took effect on May 5, 2004. While it has emerged from Bankruptcy, reorganized Exide is still resolving claims filed against it in the Bankruptcy Court. * * * As reported by the Troubled Company Reporter on July 9, 2008, Moody's Investors Service upgraded the Corporate Family and Probability of Default Ratings of reorganized Exide Technologies, Inc. to 'B3' from 'Caa1'. Exide carries 'B' issuer credit ratings from Standard & Poor's. FILENE'S BASEMENT: Makes Initial Distribution to Creditors ---------------------------------------------------------- Alan Cohen, Chairman of Abacus Advisors LLC and Chief Restructuring Officer for FB Liquidating Estate (formerly known as Filene's Basement, Inc.), said that an initial distribution of dividend checks to Filene's creditors was completed last Friday. Thus far in the Chapter 11 case, secured creditors have been paid in full, holders of priority claims and convenience class claims have received 100% of their allowed claims, and unsecured creditors have been paid 50% of their allowed claims. "In total, over $41 million has been paid to creditors. Additional dividends will be paid to unsecured creditors as claims are reconciled," Mr. Cohen said. As previously announced, it is expected that 75% or more of the unsecured claims will be paid. Elaborating on the disposition of the case, Mr. Cohen said, "In a Chapter 11, everyone starts from a position of trying to get as much as they can for their group. What we try to do is show people that there are many ways to achieve that goal, without necessarily harming each other. We worked with the trade creditors, the landlords, the employees, the lenders, and their counsel and advisors not only to protect their interests, but also to demonstrate that compromises actually benefit everyone while allowing employees to keep their jobs and permitting the Filene's Basement name and its retail operations to continue. If anything, this case shows how the Chapter 11 process should work." Mr. Cohen stated, "In the end, this represents a tremendously successful outcome because jobs were preserved, stores were kept open and creditors will recover most of their money. Despite the fact that people started with very different views about what to do with Filene's, we were able to forge compromises and build a consensus that ultimately resulted in maximum recoveries for all parties." Filene's Basement voluntarily filed for protection under Chapter 11 of the U.S. Bankruptcy Code on May 4, 2009. An affiliate of Syms Corp. (NASDAQ: Syms) acquired substantially all of the company's assets on June 18, 2009, under a transaction executed under Section 363 of the Bankruptcy Code, buying leases for 23 Filene's store locations and a distribution center, along with inventory, fixed assets and equipment at those locations, as well as certain Filene's contracts, intellectual property, trade names and related assets. Syms currently operates Filene's Basement locations in nine eastern and Midwestern states and the District of Columbia. Questions about unsecured claims should be directed to Steve Goldstein, Corporate Secretary of FB Liquidating Estate, at stevegoldstein@dswinc.com or to the attorneys for the Debtors: Laura Davis Jones, Esq. Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th floor Wilmington, DE 19899-8705 Tel: (302)652-4100 or the attorneys for the Creditors' Committee: Lawrence Gottlieb, Esq. Cooley Godward Kronish LLP 1114 Avenue of the Americas New York, NY 10036-7798 Tel: (212) 479-6000 About Abacus Advisors Abacus Advisors -- http://www.abacusadvisors.com/-- is one of the most experienced turnaround and restructuring firms in the United States. The Closter, N.J.-based firm assists companies of all sizes with comprehensive operational turnarounds, Chapter 11 reorganizations, business wind-downs, real estate dispositions, and out-of-court restructurings. Founded in 1999, the firm also has offices in metro Chicago and Boca Raton. About Filene's Basement Massachusetts-based Filene's Basement, also called The Basement, is the oldest off-price retailer in the United States. The Basement focuses on high-end goods and is known for its distinctive, low-technology automatic markdown system. Filene's Basement first filed for Chapter 11 bankruptcy protection in August 1999. Filene's Basement was bought by a predecessor of Retail Ventures, Inc., the following year. Retail Ventures in April 2009 transferred the unit to Buxbaum. Filene's Basement, Inc. and its affiliates filed for Chapter 22 on May 4, 2009, (Bankr. D. Del. Case No. 09-11525). James E. O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq., Michael Seidl, Esq., and Timothy P. Cairns, Esq. at Pachulski Stang Ziehl & Jones LLP, represented the Debtors in their restructuring effort. Epiq Bankruptcy Solutions serves as claims and notice agent. The Debtors listed $50,000,001 to $100,000,000 in assets and $100,000,001 to $500,000,000 in debts. The Debtor is now formally named FB Liquidating Estate, following the sale of all of its assets to Syms Corp. in June 2009. FLEETWOOD ENTERPRISES: Brigade Capital Owns 8.9% of Common Stock ---------------------------------------------------------------- Brigade Capital Management, LLC, has filed with the Securities and Exchange Commission Amendment No. 1 to its Schedule 13G which was initially filed on December 19, 2008. The CUSIP number of the Common Stock is 339099103. Brigade Capital Management, LLC, et al., disclosed that they may be deemed to beneficially own shares of Fleetwood Enterprises, Inc.'s common stock: Shares Beneficially Company Owned Percentage ------- ------------ ---------- Brigade Capital Management, LLC 18,597,458 8.9% Brigade Leveraged Capital Structures Fund Ltd. 18,597,458 8.9% Donald E. Morgan, III 18,597,458 8.9% A full-text copy of Brigade Capital's amended Schedule 13G is available for free at http://researcharchives.com/t/s?52c7 About Fleetwood Enterprises Based in Riverside, California, Fleetwood Enterprises, Inc. was the second largest manufactured housing maker in the U.S. and the largest manufacturer of recreational vehicles over 30 feet in length. Fleetwood Enterprises listed assets of $560 million against debt totaling $624 million in its bankruptcy petition. Fleetwood Enterprises, together with 19 of affiliates, filed for Chapter 11 protection on March 10, 2009 (Bankr. C. D. Calif. Lead Case No. 09-14254). Craig Millet, Esq., and Solmaz Kraus, Esq., at Gibson, Dunn & Crutcher LLP, represent the Debtors in their restructuring efforts. FTI Consulting Inc. is the financial advisors to the Debtors. The Debtors tapped Greenhill & Co. LLC as its investment banker. FLEETWOOD ENTERPRISES: Tennenbaum Capital Owns 11.1% of Stock ------------------------------------------------------------- Tennenbaum Capital Partners, LLC, has filed with the Securities and Exchange Commission Amendment No. 2 to its Schedule 13G which was initially filed on January 8, 2009. The CUSIP number of the Common Stock is 339099103. Tennenbaum Capital Partners, LLC, disclosed it may be deemed to beneficially own shares of Fleetwood Enterprises, Inc.'s common stock: Shares Beneficially Company Owned Percentage ------- ------------ ---------- Tennenbaum Capital Partners, LLC 23,225,225 11.1% The percentage of shares owned is based on approximately 209,229,954 shares of common stock of Fleetwood Enterprises, Inc., outstanding as of April 10, 2009, as reported by Fleetwood Enterprises, Inc., in its quarterly report on Form 10-Q for the quarterly period ended January 25, 2009, filed with the Securities and Exchange Commission on April 20, 2009. A full-text copy of Tennenbaum Capital's amended Schedule 13G is available for free at http://researcharchives.com/t/s?52c8 About Fleetwood Enterprises Based in Riverside, California, Fleetwood Enterprises, Inc. was the second largest manufactured housing maker in the U.S. and the largest manufacturer of recreational vehicles over 30 feet in length. Fleetwood Enterprises listed assets of $560 million against debt totaling $624 million in its bankruptcy petition. Fleetwood Enterprises, together with 19 of affiliates, filed for Chapter 11 protection on March 10, 2009 (Bankr. C. D. Calif. Lead Case No. 09-14254). Craig Millet, Esq., and Solmaz Kraus, Esq., at Gibson, Dunn & Crutcher LLP, represent the Debtors in their restructuring efforts. FTI Consulting Inc. is the financial advisors to the Debtors. The Debtors tapped Greenhill & Co. LLC as its investment banker. FREESCALE SEMICONDUCTOR: ING Halts $750 Million Bond Issue ---------------------------------------------------------- Bloomberg News reports that ING Prime Rate Trust and other senior lenders won a court order preventing Freescale Semiconductor Inc. from issuing $750 million of 10-1/8% senior secured notes due 2018 in the next two days. New York State Supreme Court Judge Charles Ramos in Manhattan granted the lenders' request to bar Freescale from closing "any and all transactions" until he can hold a hearing on Feb. 18, according to an order the judge signed. Judge Ramos put off ruling on whether Freescale, the computer chipmaker bought by firms led by Blackstone Group LP in 2006, has violated its credit agreement with the senior secured lenders. Lenders alleged in a lawsuit last March that Freescale breached its contract by issuing and seeking to issue about $1 billion in incremental term loans to finance a debt-for-loans. $750-Mil. Bond Issue Freescale Semiconductor expected the sale of the notes to close February 19, 2010, subject to certain closing conditions, including receipt of consents from a majority of the lenders to amend the company's senior secured credit facilities and receipt of consents from lenders with respect to at least $1 billion in principal amount of the term loans under the senior secured credit facilities to extend the maturity of their term loans. All of the proceeds from the offering will be used to repay indebtedness outstanding under the senior secured credit facilities at par. Fourth Quarter Results The Company said net sales for the fourth quarter of 2009 were $951 million, compared to $893 million in the third quarter of 2009 and $940 million in the fourth quarter last year. The reported loss from operations for the three months ended Dec. 31, 2009, inclusive of $148 million of reorganization costs, was $261 million, compared to a loss of $261 million in the third quarter of 2009 and a loss of $4.17 billion in the fourth quarter of 2008. Adjusted operating earnings for the three months ended Dec. 31, 2009 were $59 million compared to earnings of $12 million in the third quarter of 2009 and a loss of $116 million in the fourth quarter of 2008. Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA), was $168 million for the fourth quarter of 2009, compared to $119 million in the third quarter of 2009 and $17 million for the fourth quarter of 2008. A full-text copy of the news release explaining the fourth quarter results is available at http://researcharchives.com/t/s?531b About Freescale Semiconductor Freescale Semiconductor -- http://www.freescale.com/-- is a global leader in the design and manufacture of embedded semiconductors for the automotive, consumer, industrial, networking and wireless markets. The privately held company is based in Austin, Texas, and has design, research and development, manufacturing or sales operations around the world. Freescale's corporate credit ratings from Standard & Poor's, Moody's and Fitch are 'B-', 'Caa1' and 'CCC', respectively. FREESCALE SEMICONDUCTOR: Has Requisite Votes for Notes Issuance --------------------------------------------------------------- Freescale Semiconductor Inc. received the requisite consents to amend its senior secured credit facilities from lenders representing more than 88% of the indebtedness outstanding under the Credit Facility. The amendment, among other things, allows Freescale to: * extend the maturity of certain of its term loans held by accepting lenders to December 1, 2016 and increase the interest rate with respect to such extended-maturity term loans; * issue $750 million aggregate principal amount of senior secured notes; * issue additional senior secured notes to be secured on a pari passu basis with the obligations under the Credit Facility, so long as, among other things, the net cash proceeds from any future issuances of senior secured notes are used to prepay amounts outstanding under the Credit Facility at par. In addition, lenders under the Credit Facility have agreed to extend the maturity of at least $1.9 billion aggregate principal amount of their term loans. The extension of the term loans thereunder and the issuance of the $750 million of senior secured notes are expected to close on February 19, 2010. About Freescale Semiconductor Freescale Semiconductor -- http://www.freescale.com/-- is a global leader in the design and manufacture of embedded semiconductors for the automotive, consumer, industrial, networking and wireless markets. The privately held company is based in Austin, Texas, and has design, research and development, manufacturing or sales operations around the world. Freescale's corporate credit ratings from Standard & Poor's, Moody's and Fitch are 'B-', 'Caa1' and 'CCC', respectively. GARY DERUSSO: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Gary A. DeRusso 40 Hyspot Road Greenfield, NY 12833 Bankruptcy Case No.: 10-10054 Chapter 11 Petition Date: January 11, 2010 Court: United States Bankruptcy Court Northern District of New York (Albany) Judge: Chief Judge Robert E. Littlefield Jr. Debtor's Counsel: Christian H. Dribusch, Esq. Patroon Building, 5 Clinton Square Albany, NY 12207 Tel: (518) 436-1662 Fax: (518) 432-1996 Email: cdribusch@nycap.rr.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Mr. DeRusso. GENERAL GROWTH: Simon Makes $10 Billion Offer for Assets -------------------------------------------------------- Simon Property Group, Inc., on Tuesday said it has made a written offer to acquire General Growth Properties, Inc. (OTC Pink Sheets: GGWPQ) in a fully financed transaction valued at more than $10 billion, including approximately $9 billion in cash. Simon's offer would provide a 100% cash recovery of par value plus accrued interest and dividends to all General Growth unsecured creditors, the holders of its trust preferred securities, the lenders under its credit facility, the holders of its Exchangeable Senior Notes and the holders of Rouse bonds, immediately upon the effectiveness of a definitive transaction agreement. This consideration to creditors totals approximately $7 billion. General Growth shareholders would receive more than $9.00 per General Growth share, consisting of $6.00 per share in cash and a distribution of General Growth's ownership interest in the Master Planned Community assets valued by General Growth at more than $3.00 per share. Simon is also prepared to offer Simon common equity instead of the cash consideration, in whole or in part, as payment to those General Growth shareholders or creditors who would prefer to participate in the upside of owning stock in Simon. Under Simon's offer, the existing secured debt on General Growth's portfolio of assets would remain in place. According to The New York Times, it wasn't immediately clear how General Growth's biggest stakeholder, William A. Ackman's Pershing Square Capital Management, would respond to Simon's offer. In a December presentation, NY Times notes, Mr. Ackman said that based on a comparison with publicly traded rivals, he believed General Growth was worth at least $24 a share. The Official Committee of General Growth's Unsecured Creditors has advised Simon that it supports the Simon offer, and encourages General Growth to engage with Simon promptly to allow the proposed transaction to be considered by General Growth's creditors and shareholders as soon as possible. David Simon, Chairman and Chief Executive Officer, said, "Simon's offer provides the best possible outcome for all General Growth stakeholders. Simon is in the unique position of being able to offer General Growth creditors and shareholders full, fair and immediate value. Our offer provides much-needed certainty to conclude General Growth's protracted reorganization process. We are confident it is the best option for all General Growth constituencies and far superior to any other third-party proposal or stand-alone plan that could be completed." Mr. Simon continued, "This acquisition also offers a compelling value-creation opportunity for Simon shareholders. Simon's strong track record of successfully completing large acquisitions and our history of delivering superior property-level performance ideally position Simon to create additional value with General Growth's portfolio." Michael Stamer, counsel for the Official Committee of General Growth's Unsecured Creditors, said, "Full cash payment to all unsecured creditors and the substantial recovery for equity holders that Simon has proposed would be a great result. We fully support and encourage prompt engagement by the company with Simon." The transaction is not subject to a financing condition and would be financed through Simon's cash on hand and through equity co- investments in the acquisition by strategic institutional investors, with the balance coming from Simon's existing credit facilities. Simon expects the transaction to be immediately accretive to its Funds From Operations in the first year after closing. Simon's offer is subject to confirmatory due diligence, which it believes can be completed within 30 days, and customary proceedings in the General Growth bankruptcy process, including bankruptcy court and creditor approvals. The transaction is also subject to negotiation of a definitive transaction agreement between Simon and General Growth which would provide for reasonable certainty of closing. Simon believes this can be accomplished promptly, simultaneously with the completion of confirmatory due diligence. Lazard Ltd., J.P. Morgan and Morgan Stanley are acting as financial advisors to Simon and Wachtell, Lipton, Rosen & Katz is serving as legal advisor. * * * A full-text copy of Simon's February 16 letter to General Growth: February 16, 2010 Board of Directors General Growth Properties, Inc. 110 North Wacker Drive Chicago, Illinois 60606 Ladies and Gentlemen: It has now been more than a week since we met with your lead director, your CEO and your financial advisors and formally proposed to acquire GGP in a transaction that would provide a full cash recovery (par plus accrued interest and dividends) to GGP's unsecured creditors, the holders of its trust preferred securities, the lenders under the GGP credit facility, and the holders of Exchangeable Senior Notes, and in which holders of GGP common stock would receive both $6.00 per share in cash and all of GGP's ownership interests in the MPC assets, for a total value of more than $9.00 per GGP share. As we advised you, we are also willing to discuss consideration consisting (in whole or in part) of Simon common equity in lieu of the cash portion of the consideration to GGP's stockholders, and perhaps certain of its unsecured creditors, for those who would prefer to participate in the upside associated with owning Simon stock. As you also know, our transaction would not be subject to any financing contingency. We have not received a substantive response to this offer from GGP or its advisors, nor any indication that you are prepared to enter into serious discussions so as to make our offer available to your shareholders and creditors. Accordingly, we are today making our offer public. The official committee of unsecured creditors of GGP strongly supports our offer and will encourage GGP to engage with Simon without delay, so as to allow our proposed transaction to be made available to GGP's creditors and shareholders, and GGP to achieve a prompt and successful conclusion to its reorganization proceedings. We urge you to instruct your management and financial and legal advisors to immediately engage seriously with us, so that GGP and its creditors and shareholders can obtain the benefit of our proposed transaction -- which provides for full and fair payment to all constituencies, is not subject to an extended period of market risk or other unforeseeable contingencies, and does not entail dilution of GGP's existing equity interests -- and GGP can achieve a prompt and successful conclusion to its reorganization proceedings. As we have previously stated, our offer is not open-ended, particularly given the uncertain economic environment that exists today. We look forward to hearing from you forthwith and to working together to consummate a transaction. Very truly yours, David Simon Chairman of the Board and Chief Executive Officer cc: Official Committee of Unsecured Creditors A full-text copy of Simon's February 8, 2010 offer letter to General Growth: February 8, 2010 Mr. Glenn Rufrano Lead Director Mr. Adam Metz Chief Executive Officer General Growth Properties, Inc. 110 North Wacker Drive Chicago, Illinois 60606 Dear Glenn and Adam: We are prepared to acquire General Growth Properties, Inc. ("GGP") in an all-cash transaction which will result in a favorable outcome for all of GGP's creditors and shareholders, and a prompt conclusion to GGP's reorganization proceedings. This letter is intended to provide you with the specifics of our proposal which are outlined below. Consideration. Simon Property Group, L.P. ("Simon") would provide a full cash recovery (par plus accrued interest and dividends) to GGP's unsecured creditors, the holders of its trust preferred securities, the lenders under the GGP credit facility, and the holders of Exchangeable Senior Notes. Simon would also pay the holders of GGP common stock $6.00 per share in cash, and distribute to them all of GGP's ownership interests in the MPC assets. We are willing to discuss consideration consisting (in whole or in part) of Simon common equity in lieu of the cash portion of the consideration to GGP's stockholders, and perhaps certain of its unsecured creditors, for those who would prefer to participate in the upside associated with owning Simon stock. We believe the current trading value of GGP's common already includes a takeover premium, and given its high percentage of insider ownership and the fact that the stock trades in an over-the-counter securities market, reflects a price that cannot be realized in a stand alone reorganization. Any reorganization has a highly uncertain outcome which can be achieved only after an extended period of time, while incurring considerable additional expense, and may result in significant dilution of the current equity holders to the extent creditor claims are satisfied through the issuance of additional equity and/or GGP is recapitalized with proceeds from the issuance of new equity. No Financing Contingency. We have, or have access to, all of the financial resources required to consummate this transaction, and the transaction would not be subject to any financing contingency or condition. Due Diligence. The terms described above are based on publicly available information and subject to confirmatory due diligence. We and our team of advisors have thoroughly analyzed GGP, its assets and the ongoing bankruptcy proceedings, based upon publicly available information, and we are prepared to proceed immediately to undertake and complete confirmatory due diligence and to enter into and consummate this transaction as promptly as possible. Simon has an unmatched track record of completing large and successful acquisitions, and we are prepared to commit the resources necessary to address all issues and finalize a mutually beneficial transaction between our two companies. We are convinced that a transaction with Simon is superior to any proposal you may be contemplating. We trust that when considering our proposal, you will take into account the many benefits of having GGP's equity holders receive full and fair compensation for their interest versus the uncertain value in any other scenario. The fact that the proposal is all cash and pays unsecured creditors in full will bring certainty to the reorganization process and accelerate its completion which will have the added benefit of eliminating GGP's significant bankruptcy related expenses. Our proposal is not open-ended, particularly given the uncertain economic environment that exists today. We look forward to hearing from you soon and working together to consummate a transaction. Very truly yours, David Simon Chairman of the Board and Chief Executive Officer cc: Official Committee of Unsecured Creditors Simon Property Group, Inc. -- http://www.simon.com/-- is an S&P 500 company and the largest public U.S. real estate company. Simon is a fully integrated real estate company which operates from five retail real estate platforms: regional malls, Premium Outlet Centers(R), The Mills(R), community/lifestyle centers and international properties. It currently owns or has an interest in 382 properties comprising 261 million square feet of gross leasable area in North America, Europe and Asia. The Company is headquartered in Indianapolis, Indiana and employs more than 5,000 people worldwide. Simon Property Group, Inc. is publicly traded on the NYSE under the symbol SPG. About General Growth Properties Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: Finds Simon Property Group's Offer Too Low ---------------------------------------------------------- General Growth Properties, Inc., has received from Simon Property Group, Inc., an unsolicited indication of interest to acquire GGP for $10 billion. General Growth reiterates its process for exploring all potential alternatives for emergence from bankruptcy and maximizing value for all of GGP's stakeholders. These alternatives include a stand-alone restructuring funded with institutional equity capital as well as potential business combinations. In response to Simon's indication of interest, GGP has invited Simon to participate in the Company's process, so that GGP may evaluate Simon's indication of interest in the context of other strategic options. The Company intends to complete this process in an efficient and expeditious manner. Simon Property is offering to pay $7 billion to creditors and nearly $3 billion to shareholders in a deal that would combine the two largest U.S. shopping mall owners. The proposal by Simon calls for paying off General Growth's unsecured creditors and giving its equity holders $6 a share, or roughly $1.9 billion, plus an additional $3 from a spin-off of the master-planned communities General Growth owns. In a letter sent a to David Simon, Chairman of the Board and Chief Executive Officer, GGP said it has "concluded based on discussions with other interested parties that it is not sufficient to preempt the process we are undertaking to explore all avenues to emerge from Chapter 11 and maximize value for all the Company's stakeholders." GGP's Adam Metz said in its letter to Simon Property, "The Company and its advisors have been working over the past several months to prepare the Company to launch this process. We will be providing detailed information on the Company, including a confidential information memorandum, financial projections, and asset level information to participants. We will also provide access to an electronic data room. As we are committed to fully exploring all potential options available to the Company, we would like to include Simon as part of this process. We believe the information we would provide to you as part of this process will enable you to better understand the Company, get to a higher valuation, and provide a fully documented offer." Rival Bidders Could Emerge According to Reuters, by making its offer public, Simon appears to be trying to pressure General Growth to negotiate. The move could prompt others to make a play for second-largest U.S. mall owner. Reuters relates that with the backing of General Growth's committee of unsecured creditors, Simon's offer has an early advantage. But any deal must win approval of the bankruptcy court, and Simon may face opposition from General Growth's board and others. According to the Reuters report, one major investor who could affect the outcome is fund manager William Ackman of Pershing Square Capital, who has argued that General Growth's stock is worth $24 to $43 a share. Mr. Ackman, who controls 25% of the General Growth shares, is also a significant bond holder and is on the board. General Growth has been negotiating for Brookfield Asset Management Inc. to provide the company billions of dollars in capital to emerge from bankruptcy, the Wall Street Journal reported on its Web site, without citing its sources. About General Growth Properties Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Vice Chairman Lutz Says Execs Are Underpaid ----------------------------------------------------------- Robert Snell at The Detroit News reports General Motors Co.'s Vice Chairman Bob Lutz said last week GM's top 25 senior executives are "way, way, way" underpaid "given the rigors of the job and demands and the accountability." According to Detroit News, Mr. Lutz's comments came as Treasury officials review the 2010 pay for GM executives, whose salaries must be approved by the agency's pay czar, Ken Feinberg. Mr. Snell says the GM executives' compensation is expected to include GM stock, which might start being sold to the public late this year. If the stock appreciates, top executives could be in for a windfall. But right now, salaries are lagging the market for top executives, Mr. Lutz said in an interview Friday with The Detroit News on the sidelines of the National Automobile Dealers Association annual convention. "Right now, that isn't a problem, but over time, clearly a company that under compensates senior executives is going to have a retention or recruiting problem," Mr. Lutz added. Detroit News says Mr. Lutz was also asked to comment regarding the Toyota Motor Corp. recall. According to Mr. Lutz, the Toyota recall is "bad for the whole industry. We hope it goes away as soon as possible. "We have been carefully briefed to stay away from any pronouncements regarding our No. 1 Japanese competitor," he told the crowd, before adding, "see me privately." 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) GREEN BUILDERS: Earns $202,850 in December 31 Quarter ----------------------------------------------------- Green Builders, Inc., reported net income of $202,580 on total revenues of $2.9 million for the three months ended December 31, 2009, compared to a net loss of $1.7 million on total revenues of $4.6 million for the same period ended December 31, 2008. During the three months ended December 31, 2009, home sales accounted for approximately 81% of revenues. For the three months ended December 31, 2009, the Company had ten home closings at an average sales price of $237,000. During the three months ended December 31, 2008, home sales accounted for approximately 93% of revenues. For the three months ended December 31, 2008, there were seventeen home closings with an average sales price of $249,000. Results for 2009 include a $1.7 million gain on restructured debt. In November 2009, the Company received a notice of foreclosure sale from each of its three remaining lenders for the New Sweden tract. The promissory notes are secured by a deed of trust creating a lien upon the 166.47 acres of tract of land in the New Sweden project. The foreclosure sale for each of these notes occurred on December 1, 2009. The note was a nonrecourse note and the gain resulting from the foreclosure was $419,041. In January 2009, the Company entered into an agreement with Graham Mortgage Capital to modify the debt agreement for the $7.3 million loan for property in Rutherford West and the $4.7 million loan for New Sweden. Effective January 1, 2009, the Company began paying 2% interest on each loan and accrued an additional 12% interest on the loan. Per the agreement, in the event that the property was not sold by December 31, 2009, and provided that all modified interest payments and real estate taxes for 2009 had been paid, the Company would exchange mutual releases with Graham, the corporate guaranty would be returned, and the Deed (in lieu of foreclosure) would be released. As of December 31, 2009, the Company xchanged mutual releases with Graham and the property was deeded (in lieu of foreclosure) back to Graham. The gain resulting from the deed (in lieu of foreclosure) from the Rutherford West project was $1,029,820. The gain resulting from the deed (in lieu of foreclosure) from the New Sweden project was $223,492. Balance Sheet At December 31, 2009, the Company's balance sheets showed $14.3 million in total assets and $24.0 million in total liabilities, resulting in a $9.7 million shareholders' deficit. A full-text copy of the Company's quarterly report on Form 10-Q is available at no charge at http://researcharchives.com/t/s?52c4 Going Concern and Liquidity The Company has experienced significant losses and expects to continue to generate negative cash flows. "This raises substantial doubt about its ability to continue as a going concern." On December 31, 2009, the Company had approximately $576,000 in cash and cash equivalents. The Company's current operations and future growth will require substantial amounts of cash for earnest money deposits, development costs, interest payments and homebuilding costs. Until the Company begins to sell an adequate number of lots and homes to cover its monthly operating expenses, sales and marketing expenses, general and administrative costs, and interest payments, cash will continue to be depleted. Due to current market conditions and slow home and land sales, the Company anticipates that it will need additional capital to support operations for the next twelve months. Land and homes under construction comprise the majority of the Company's assets. These assets have suffered devaluation due to the downturn in the housing and real estate market for central Texas. The Company is considering selling tracts of commercial and residential land in order to increase sales revenues and increase cash. At December 31, 2009, the Company's wholly owned subsidiary, Wilson Family Communities, Inc. (WFC), was not in compliance with the net worth covenant and working capital covenant under the Company's $10.8 million credit facility with a syndicate of banks led by RBC Bank. If WFC continues to be out compliance with these covenants and does not receive forbearance for these covenants, WFC's obligation to repay indebtedness outstanding under the credit facility, its term loans, and its outstanding note indentures could be accelerated in full. It is anticipated by the Company's management that the Company will no longer have access to this line of credit to construct homes for sale. Green Builders guaranteed the obligations of WFC under the credit facility. About Green Builders Austin, Texas-based Green Builders, Inc. (Pink Sheets: GRBU) -- http://www.greenbuildersinc.com/-- a land acquisition, development, homebuilding and remodeling company, is a pioneer for mass-appealing "green" homes and communities. The Company's green remodeling program currently caters to existing homeowners in the Austin, Texas area. HALCYON MUSIC PUBLISHING: Voluntary Chapter 11 Case Summary ----------------------------------------------------------- Debtor: Halcyon Music Publishing, LLC 8455 Beverly Blvd, Suite 600 Los Angeles, CA 90048 Bankruptcy Case No.: 10-10851 Debtor-affiliates filing separate Chapter 11 petitions August 17, 2009: Entity Case No. ------ -------- T Asset Acquisition Company, LLC 09-31853 Halcyon Holding Group, LLC dba The Halcyon Company 09-31854 Dominion Group 09-31855 Debtor-affiliates filing separate Chapter 11 petition: Entity Case No. ------ -------- Halcyon Games, LLC 10-10852 Chapter 11 Petition Date: January 9, 2010 Court: United States Bankruptcy Court Central District Of California (Los Angeles) Debtor's Counsel: Monserrat Morales, Esq. 10100 Santa Monica Blvd., Ste 1450 Los Angeles, CA 90067 Tel: (310) 552-3100 Fax: (310) 552-3101 Email: mmorales@pwkllp.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company says it does not have unsecured creditors who are non insiders when they filed their petition. The petition was signed by Derek Anderson. INTERNATIONAL BARRIER: Posts $124,000 Loss in December Quarter -------------------------------------------------------------- International Barrier Technology Inc. reported a net loss of $124,181 on sales of $790,773 for the three months ended December 31, 2009, compared to a net loss of $164,079 on sales of $1,123,344 for the same period of the prior year. For the six months ended December 31, 2009, the Company had a net loss of $329,821 on sales of $1,372,253, compared to a net loss of $158,314 on sales of $2,709,911 for the same period in 2008. The Company reported a foreign exchange loss included in other income of $695 for the three months ended December 31, 2009, compared to a foreign exchange loss of $72,140 during the same period in 2008. Year-to-date, the foreign exchange gain is $10,346, compared to a foreign exchange loss of $68,576 for the same period of 2008. Balance Sheet At December 31, 2009, the Company's consolidated balance sheets showed $4,350,034 in total assets, $1,515,711 in total liabilities, and $2,834,323 in total stockholders' equity. The Company's consolidated balance sheets at December 31, 2009, also showed strained liquidity with $443,212 in total current assets available to pay $844,644 in total current liabilities. A full-text copy of the Company's quarterly report on Form 10-Q is available at no charge at http://researcharchives.com/t/s?52c5 Going Concern Doubt At December 31, 2009, the Company had an accumulated deficit of $13,256,800 (June 30, 2009 - $12,926,979) since its inception and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but is considering obtaining additional funds by private placement equity financings. About International Barrier Headquartered in Watkins, Minnesota, International Barrier Technology Inc. develops, manufactures and markets proprietary fire resistant building materials branded as Blazeguard in the United States of America. The Company owns the exclusive U.S. and international rights to the Pyrotite fire retardant technology. The Company was incorporated under the British Columbia Company Act and is publicly traded on the TSX Venture Exchange in Canada ("TSX-V") and the OTC Bulletin Board in the United States of America. JACK RICOTTA: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Jack Francis Ricotta aka Gioacchino Ricotta 34 Rolling Hills Lane Harrison, NY 10528 Bankruptcy Case No.: 10-22020 Chapter 11 Petition Date: January 7, 2010 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Wesley W. Steen Debtor's Counsel: Jonathan S. Pasternak, Esq. Rattet, Pasternak & Gordon Oliver, LLP 550 Mamaroneck Avenue, Suite 510 Harrison, NY 10528 Tel: (914) 381-7400 Fax: (914) 381-7406 Email: jsp@rattetlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $100,001 to $500,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Mr. Ricotta. JAMES MCCLUNG: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Joint Debtors: James R. McClung aka J.R. McClung aka Jim McClung Wilma W. McClung 42 Bingham Street Prestonsburg, KY 41653 Bankruptcy Case No.: 10-00237 Chapter 11 Petition Date: January 7, 2010 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtors' Counsel: Buddy D. Ford, Esq. 115 N. MacDill Avenue Tampa, FL 33609-1521 Tel: (813) 877-4669 Fax: (813) 877-5543 Email: Buddy@tampaesq.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 $3,090,706, and total debts of $1,987,837. 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/flmb10-00237.pdf The petition was signed by the Joint Debtors. JAMES RANDAL STEVENSON: Voluntary Chapter 11 Case Summary --------------------------------------------------------- Joint Debtors: James Randal Stevenson aka Randy Stevenson dba Double S Livestock fdba Double S Livestock & Feeders fdba Double S Feeders Charlene Diana Stevenson aka Charlie Stevenson 135 N. Hightower Road Wheatland, WY 82201 Bankruptcy Case No.: 10-20021 Chapter 11 Petition Date: January 11, 2010 Court: United States Bankruptcy Court District of Wyoming (Cheyenne) Judge: Peter J. McNiff Debtors' Counsel: Ken McCartney, Esq. The Law Offices of Ken McCartney, P.C. P.O. Box 1364 Cheyenne, WY 82003 Tel: (307) 635-0555 Fax: (307) 635-0585 Email: bnkrpcyrep@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtors did not file a list of their 20 largest unsecured creditors when they filed their petition. The petition was signed by the Joint Debtors. JEFFREY FUNKE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Jeffrey N. Funke 1410 W. Superior Chicago, IL 60622 Bankruptcy Case No.: 10-00682 Chapter 11 Petition Date: January 8, 2010 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Susan Pierson Sonderby Debtor's Counsel: Robert A. Habib, Esq. Law Office of Robert Habib 77 W. Washington Street, Suite 411 Chicago, Il 60602 Tel: (312) 201-1421 Fax: (312) 673-2110 Email: robert_habib@hotmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/ilnb10-00682.pdf The petition was signed by Mr. Funke. JETBLUE AIRWAYS: BlackRock Reports 6.29% Equity Stake ----------------------------------------------------- BlackRock Inc. reports that as of December 31, 2009, it may be deemed to beneficially own 18,270,297 shares or roughly 6.29% of the common stock of JetBlue Airways Corporation. JetBlue Airways Corp., based in Forest Hills, New York, operates a low-cost, point-to-point airline from a hub in New York. JetBlue serves 60 cities with 600 daily non-stop flights. The Company reported $6.55 billion in total assets, $1.16 billion in total current liabilities, $2.92 billion long-term debt and capital lease obligations, $529 million construction obligation, $397 million deferred taxes and others resulting to a $1.53 billion stockholders' equity, as of Dec. 31, 2009. * * * According to the Troubled Company Reporter on Jan. 28, 2010, Moody's Investors Service raised its ratings of JetBlue Airways, Corp.; corporate family and probability of default ratings each to Caa1 from Caa2. Moody's also raised by one notch, its debt ratings on the 3.75% Senior Unsecured Convertible Notes due 2035 to Caa3 from Ca, the respective Class G tranches of the Enhanced Equipment Trust Certificates Series 2004-2 to B1 from B2, and the Spare Parts EETC to Ba1 from Ba2, the Class B tranche of the Spare Parts EETC to B2 from B3 and the senior unsecured industrial revenue bonds to Caa3 from Ca. Moody's also affirmed the SGL-3 Speculative Grade Liquidity rating and changed the outlook to positive from stable. JETBLUE AIRWAYS: Federated Investors Discloses 5.64% Stake ---------------------------------------------------------- Federated Investors, Inc.; Voting Shares Irrevocable Trust; John F. Donahue; Rhodora J. Donahue; and J. Christopher Donahue disclosed that as of December 31, 2009, they may be deemed to beneficially own 16,385,139 shares or roughly 5.64% of the common stock of JetBlue Airways Corporation. Federated Investors is the parent holding company of Federated Equity Management Company of Pennsylvania and Federated Global Investment Management Corp., which act as investment advisers to registered investment companies and separate accounts that own shares of common stock in JetBlue. The Investment Advisers are wholly owned subsidiaries of FII Holdings, Inc., which is wholly owned subsidiary of Federated Investors, Inc., the Parent. All of the Parent's outstanding voting stock is held in the Voting Shares Irrevocable Trust for which John F. Donahue, Rhodora J. Donahue and J. Christopher Donahue act as trustees. JetBlue Airways Corp., based in Forest Hills, New York, operates a low-cost, point-to-point airline from a hub in New York. JetBlue serves 60 cities with 600 daily non-stop flights. The Company reported $6.55 billion in total assets, $1.16 billion in total current liabilities, $2.92 billion long-term debt and capital lease obligations, $529 million construction obligation, $397 million deferred taxes and others resulting to a $1.53 billion stockholders' equity, as of Dec. 31, 2009. * * * According to the Troubled Company Reporter on Jan. 28, 2010, Moody's Investors Service raised its ratings of JetBlue Airways, Corp.; corporate family and probability of default ratings each to Caa1 from Caa2. Moody's also raised by one notch, its debt ratings on the 3.75% Senior Unsecured Convertible Notes due 2035 to Caa3 from Ca, the respective Class G tranches of the Enhanced Equipment Trust Certificates Series 2004-2 to B1 from B2, and the Spare Parts EETC to Ba1 from Ba2, the Class B tranche of the Spare Parts EETC to B2 from B3 and the senior unsecured industrial revenue bonds to Caa3 from Ca. Moody's also affirmed the SGL-3 Speculative Grade Liquidity rating and changed the outlook to positive from stable. JETBLUE AIRWAYS: Wellington Management Reports 7% Stake ------------------------------------------------------- Wellington Management Company, LLP, in its capacity as investment adviser, may be deemed to beneficially own 20,307,097 shares or roughly 7% of the common stock of JetBlue Airways Corporation as of December 31, 2009. The securities are held of record by clients of Wellington Management. JetBlue Airways Corp., based in Forest Hills, New York, operates a low-cost, point-to-point airline from a hub in New York. JetBlue serves 60 cities with 600 daily non-stop flights. The Company reported $6.55 billion in total assets, $1.16 billion in total current liabilities, $2.92 billion long-term debt and capital lease obligations, $529 million construction obligation, $397 million deferred taxes and others resulting to a $1.53 billion stockholders' equity, as of Dec. 31, 2009. * * * According to the Troubled Company Reporter on Jan. 28, 2010, Moody's Investors Service raised its ratings of JetBlue Airways, Corp.; corporate family and probability of default ratings each to Caa1 from Caa2. Moody's also raised by one notch, its debt ratings on the 3.75% Senior Unsecured Convertible Notes due 2035 to Caa3 from Ca, the respective Class G tranches of the Enhanced Equipment Trust Certificates Series 2004-2 to B1 from B2, and the Spare Parts EETC to Ba1 from Ba2, the Class B tranche of the Spare Parts EETC to B2 from B3 and the senior unsecured industrial revenue bonds to Caa3 from Ca. Moody's also affirmed the SGL-3 Speculative Grade Liquidity rating and changed the outlook to positive from stable. JETBLUE AIRWAYS: Whitebox Advisors Reports 5.6% Stake ----------------------------------------------------- Whitebox Advisors, LLC, and its affiliated funds disclosed that as of December 31, 2009, they may be deemed to beneficially own 17,223,103 shares or roughly 5.6% of the common Stock of JetBlue Airways Corporation. Whitebox Advisors is an investment adviser. Whitebox Advisors' affiliates are: * Whitebox Convertible Arbitrage Advisors, LLC, a Delaware limited liability company; * Whitebox Convertible Arbitrage Partners, L.P., a British Virgin Islands limited partnership; * Whitebox Concentrated Convertible Arbitrage Fund, L.P., a Delaware limited partnership; * Whitebox Concentrated Convertible Arbitrage Fund, Ltd., a British Virgin Islands international business company; * Whitebox Combined Advisors, LLC, a Delaware limited liability company; * Whitebox Combined Partners, L.P., a British Virgin Islands limited partnership; * Whitebox Multi-Strategy Fund, L.P., a Delaware limited Partnership; * Whitebox Multi-Strategy Fund, Ltd., a British Virgin Islands international business company; * RVA Combined Master Trust, a Bermuda limited partnership; and * IAM Mini-Fund 14 Limited, a Cayman Islands Corporation JetBlue Airways Corp., based in Forest Hills, New York, operates a low-cost, point-to-point airline from a hub in New York. JetBlue serves 60 cities with 600 daily non-stop flights. The Company reported $6.55 billion in total assets, $1.16 billion in total current liabilities, $2.92 billion long-term debt and capital lease obligations, $529 million construction obligation, $397 million deferred taxes and others resulting to a $1.53 billion stockholders' equity, as of Dec. 31, 2009. * * * According to the Troubled Company Reporter on Jan. 28, 2010, Moody's Investors Service raised its ratings of JetBlue Airways, Corp.; corporate family and probability of default ratings each to Caa1 from Caa2. Moody's also raised by one notch, its debt ratings on the 3.75% Senior Unsecured Convertible Notes due 2035 to Caa3 from Ca, the respective Class G tranches of the Enhanced Equipment Trust Certificates Series 2004-2 to B1 from B2, and the Spare Parts EETC to Ba1 from Ba2, the Class B tranche of the Spare Parts EETC to B2 from B3 and the senior unsecured industrial revenue bonds to Caa3 from Ca. Moody's also affirmed the SGL-3 Speculative Grade Liquidity rating and changed the outlook to positive from stable. JSC ALLIANCE: Files for Chapter 15 Protection --------------------------------------------- JSC Alliance Bank filed for Chapter 15 bankruptcy (Bankr. S.D.N.Y. Case No. 10-10761) to protect itself from U.S. lawsuits and creditor claims while it reorganizes in Kazakhstan. JSC Alliance is the sixth-largest bank in Kazakhstan by net loans. The Chapter 15 petition says that assets and debts are in excess of $1 billion. Law firm White & Case LLP, based in New York, is representing JSC Alliance in the Chapter 15 case. Maxat Rakhimzhanovich Kabashev, chairman of JSC's management board and authorized foreign representative of the bank, said JSC expanded rapidly in 2004 to 2007, primarily funded by bank borrowings and debt securities issued in the international capital markets. However, JSC experienced severe liquidity difficulties following the worldwide financial crisis. JSC went into default on lending agreements starting last March and negotiated a restructuring plan that was approved in December by creditors holding more than 94% of claims. Kazakh banks have struggled to sell property acquired after foreclosures on bad loans, Bloomberg News said, citing the National Bank of Kazakhstan's quarterly survey of banks released this month. On September 18, 2009, JSC obtained approval from the Financial Court in Kazakhstan of its application for restructuring under the Civil Procedural Code. The Kazakh Court ordered that the restructuring must be completed no later than March 15, 2010. On October 5, 2009, JSC and the steering committee of creditors signed a term sheet setting out key commercial terms of the restructuring. The restructuring has already been approved by creidtors holding 94% in amount of the claims against the Bank athat are being restructured. The Steering Committee members are Asian Development Bank, Calyon, Commerzbank Aktiengesellschaft, DEG- Deutsche Investitutions- und Entwicklungsgesellschaft mbIL HSBC Bank pic, ING Asia Private Bank Limited, JPMorgan Chase Bank, N.A., Sumitomo Mitsui Banking Corporation Europe Limited and Wachovia Bank N.A. Depending on the nature of their claims, creditors may choose or be eligible for one of several options to participate in the Restructuring: Option 1 -- available to holders of unsubordinated claims, involves the payment of 22.5% the face amount of such claims (payable in the relevant currency). Option 2 -- involves the issuance by the Bank of seven-year notes with a principal amount equal to 50% of the amount of a creditor's unsubordinated claims, and "Recovery Notes" in a principal amount representing approximately the remaining 50% of such claims. Recovery notes will be paid from recoveries on assets in the Bank's corporate and SME (Small and Medium-Sized Enterprise) portfolios, litigation recoveries and certain tax assets. JSC is seeking recognition from the U.S. Bankruptcy Court that the Kazakh Proceeding is the main proceeding pursuant to Sections 1515 and 1517 of the Bankruptcy Code. About JSC Alliance Bank JSC Alliance Bank is a bank with substantially all of its operations in the Republic of Kazakhstan. As of June 30, 2009, the Bank's net assets constitued 4.9% of the total assets of the banking system in Kazakhstan. It has 3,900 employees. The Bank's only assets in the U.S. are certain correspondent accounts with U.S. Banks. LANDAMERICA FIN'L: Waterstone Asset Owns 9.92% of Common Stock -------------------------------------------------------------- Waterstone Asset Management, LLC, has filed with the Securities and Exchange Commission Amendment No. 1 to its Schedule 13G which was originally filed on January 30, 2009. The CUSIP number of the Common Stock is 514936103. Waterstone Asset Management, LLC, et al., disclosed that as of December 31, 2009, they may be deemed to beneficially own shares of LandAmerica Financial Group, Inc.'s common stock: Shares Beneficially Company Owned Percentage ------- ------------ ---------- Waterstone Asset Management, LLC 1,704,705.05 9.92% Waterstone Market Neutral Master Fund, Ltd. 1,704,705.05 9.92% Waterstone Capital Offshore Advisors, LP 1,704,705.05 9.92% A full-text copy of Waterstone Asset's amended Schedule 13G is available for free at http://researcharchives.com/t/s?531a About LandAmerica Financial LandAmerica Financial Group, Inc., provides real estate transaction services with offices nationwide and a vast network of active agents. LandAmerica and its affiliates operate through approximately 700 offices and a network of more than 10,000 active agents throughout the world, including Mexico, Canada, the Caribbean, Latin America, Europe, and Asia. LandAmerica Financial Group and its affiliate LandAmerica 1031 Exchange Services, Inc. filed for Chapter 11 protection Nov. 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994). Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co- counsel. Zolfo Cooper is the restructuring advisor. Epiq Bankruptcy Solutions serves as claims and notice agent. Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner & Beran, PLC, serve as counsel to the Creditors Committee of 1031 Exchange. Bingham McCutchen LLP and LeClair Ryan serve as counsel to the Creditors Committee of LFG. In its bankruptcy petition, LFG listed total assets of $3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30, 2008. On March 6, 2009, affiliate LandAmerica Assessment Corporation, aka National Assessment Corporation, filed its own petition for Chapter 11 relief. Affiliate LandAmerica Title Company filed for for Chapter 11 relief on March 27, 2009. LandAmerica Credit Services, Inc., filed for Chapter 11 in July 2009. Bankruptcy Creditors' Service, Inc., publishes LandAmerica Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by LandAmerica Financial and its affiliate LandAmerica 1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or 215/945-7000) LARRY BAGGS: Case Summary & 2 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Larry Baggs 433 Bloomingdale Court Las Vegas, NV 89144 Bankruptcy Case No.: 10-10247 Chapter 11 Petition Date: January 8, 2010 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Mike K. Nakagawa Debtors' Counsel: Charles T. Wright, Esq. Piet & Wright 3130 S. Rainbow Blvd., Ste. 304 Las Vegas, NV 89146 Tel: (702) 566-1212 Fax: (702) 566-4833 Email: todd.wright@pietwright.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $100,001 to $500,000 According to the schedules, the Company has assets of $1,107,278, and total debts of $466,376. A full-text copy of Mr. Baggs's petition, including a list of his 2 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nvb10-10247.pdf The petition was signed by Mr. Baggs. LEHMAN BROTHERS: $1 Bil. in Claims Change Hands in 20 Days ---------------------------------------------------------- The Office of the Clerk of the Bankruptcy Court received over 100 notices of transfer of claims, aggregating more than $1 billion, in Lehman Brothers' Chapter 11 cases from January 19 to February 8, 2010: * Aristeia Masters L.P. Transferors Claim No. Claim Amount ----------- --------- ------------ Aristeia Partners L.P. 10005 $926,374 10006 $926,374 * Banc of America Securities LLC Transferors Claim No. Claim Amount ----------- --------- ------------ FCDB LBU LLC 62931 $1,029,010 62931 $13,182,176 62931 $1,919,618 Merrill Lynch International 59408 $11,968,631 62931 $13,187,176 62931 $1,029,010 45557 $4,754,058 59410 $4,799,936 62931 $1,919,618 * Barclays Bank PLC Transferors Claim No. Claim Amount ----------- --------- ------------ DuPont Capital Management 59791 $1,392,237 Sparkasse Heidelberg 60568 $14,157,201 FCDB LBU 2009 LLC 62870 $969,584 HSH Nordbank AG, Luxembourg Branch 65846 $14,310,995 65847 $14,532,420 * CBW LLC Transferors Claim No. Claim Amount ----------- --------- ------------ Anchorage Crossover Credit 22214 $13,819,124 Offshore Master Fund L 20581 $13,819,124 * CCP Credit Acquisition Holdings LLC Transferors Claim No. Claim Amount ----------- --------- ------------ The Royal Bank of Scotland plc 66014 $1,191,363 66015 $11,964,224 60013 $8,190,293 66017 $6,665,327 66016 $13,488,793 66009 $11,964,224 66012 $1,191,363 66008 $8,190,293 66011 $6,665,327 66010 $13,488,793 * Centerbridge Special Credit Partners L.P. Transferors Claim No. Claim Amount ----------- --------- ------------ The Royal Bank of Scotland plc 66015 $11,964,224 66013 $8,190,293 66017 $6,665,327 66016 $13,488,793 66009 $11,964,224 66012 $1,191,363 66008 $8,190,293 66011 $6,665,327 66010 $13,488,793 66014 $1,191,363 * Citigroup Financial Products Inc. Transferors Claim No. Claim Amount ----------- --------- ------------ VR-LIW GMBH 55169 $2,927,032 The Toyokawa Shinkin Bank 1911 $4,791,222 DZ BANK AG Deutsche Zentral- 63603 $2,116,613 Genossenschaftbank 63603 $7,118,000 * C.V.I G.V.F. (Lux) Master S.a.r.l. Transferors Claim No. Claim Amount ----------- --------- ------------ Forest Hills Trading Ltd. 65987 $3,300,698 10940 $3,131,882 EAC Partners Master Fund Ltd. 13030 $241,324 65988 $255,446 * CVI GVP (Lux) Master S.a.r.l. Transferors Claim No. Claim Amount ----------- --------- ------------ Goldman, Sachs & Co. 55548 $28,350,000 * Deutsche Bank AG, London Branch Transferors Claim No. Claim Amount ----------- --------- ------------ POSCO Investment Co., Ltd. 8105 $10,000,000 Sparkasse Saarbruecken 27004 $14,499,476 Die Sparkasse Bremen AG 10117 $29,106,324 The Co-operative Bank p.l.c. 14416 $120,803,467 Core Laboratories LP 10230 $90,070,515 65891 $85,000,000 Sparda-Bank Hessen eG 25353 $26,131,021 34376 $26,131,021 VR-LIW GmbH 11386 $13,203,282 11387 $66,065,736 Deutsche Lufthansa 4103 $19,923,889 Aktiengesellschaft 14086 $19,923,889 * The First UK Bus Pension Scheme Transferors Claim No. Claim Amount ----------- --------- ------------ Western Asset UK GBP Credit Plus 58924 $268,500 Bond Fund * FIG LLC Transferors Claim No. Claim Amount ----------- --------- ------------ Jarett Wait 27981 $8,500,000 * Goldman Sachs & Co. Transferors Claim No. Claim Amount ----------- --------- ------------ Goldman Sachs Japan Co., Ltd. 40641 $47,424,334 * Goldman Sachs Japan Co., Ltd. Transferors Claim No. Claim Amount ----------- --------- ------------ Nippon Life Insurance Company 40641 $47,424,334 * Goldman Sachs Lending Partners LLC. Transferors Claim No. Claim Amount ----------- --------- ------------ Programma Dinamico S.p.A. 19274 $17,755,614 19276 $17,800,197 19275 $17,755,614 18658 $17,800,197 Tudor Global Emerging Markets 27682 $648,605 Portfolio L.P. 65990 $834,831 66143 $776,154 * Hua An International Balanced Fund Transferors Claim No. Claim Amount ----------- --------- ------------ Anthracite Balanced Company 11014 $42,760,579 (46) Limited Anthracite Investments (Cayman) Ltd. 21973 $51,008,465 * JPMorgan Chase Bank, N.A. Transferors Claim No. Claim Amount ----------- --------- ------------ Shin Kong Life Insurance Company Ltd. 1504 $5,077,577 66085 $4,800,000 19267 $5,077,577 GFI Securities, Ltd. 46967 $19,636,096 * Knighthead Master Fund, L.P. Transferors Claim No. Claim Amount ----------- --------- ------------ Barclays Bank PLC 60700 $7,607,619 * Liquidity Solutions, Inc. Transferors Claim No. Claim Amount ----------- --------- ------------ Baxter International Inc. 11121 $56,894 11120 $56,894 * Longacre Opportunity Fund, L.P. Transferors Claim No. Claim Amount ----------- --------- ------------ K2 Diversified Portable Alpha 32498 $674,515 Fund II, Ltd. 30540 $674,515 * Merril Lynch Credit Products, LLC Transferors Claim No. Claim Amount ----------- --------- ------------ Genfina SCRL 3584 $228,880,046 * Merrill Lynch International Transferors Claim No. Claim Amount ----------- --------- ------------ EFG Bank AG -- $4,272,900 Banc of America Securities LLC 62931 $1,029,010 62931 $1,919,618 62931 $13,182,176 * Morgan Stanley & Co. International PLC Transferors Claim No. Claim Amount ----------- --------- ------------ Citigroup Global Market Limited 60593 $7,819,071 Merrill Lynch International 59406 $7,164,437 Don Wing Liang &/or Yang Wei Ying 41895 $1,000,000 41896 $1,000,000 * Morgan Stanley Senior Funding, Inc. Transferors Claim No. Claim Amount ----------- --------- ------------ Hybrid Capital K.K. 812 -- * Nomura International Plc. Transferors Claim No. Claim Amount ----------- --------- ------------ Collins Stewart (CL) Ltd. 42676 -- * The Royal Bank of Scotland plc Transferors Claim No. Claim Amount ----------- --------- ------------ EFG Bank AG 55837 $100,000 * SPCP Group LLC Transferors Claim No. Claim Amount ----------- --------- ------------ Longacre Opportunity Fund, L.P. 7603 $440,084 7602 $440,084 The Royal Bank of Scotland plc 66015 $11,964,224 66014 $1,191,363 66013 $8,190,293 66017 $6,665,327 66016 $13,488,793 66009 $11,964,224 60012 $1,191,363 66008 $8,190,293 66011 $6,665,327 66010 $13,488,793 * Stone Lion Portfolio L.P. Transferors Claim No. Claim Amount ----------- --------- ------------ ZAIS Opportunity Master Fund Ltd. 33613 $53,000,000 66107 $53,000,000 66108 $60,880,651 33663 $53,000,000 66108 $53,000,000 * Taconic Capital Partners 1.5 L.P. Transferors Claim No. Claim Amount ----------- --------- ------------ Goldman Sachs International 42201 $2,138,796 * Taconic Market Dislocation Fund II L.P. Transferors Claim No. Claim Amount ----------- --------- ------------ JPMorgan Chase Bank, N.A. 23646 $975,625 23647 $973,320 23648 $295,136 23649 $294,438 23650 $6,217,425 23651 $6,202,735 Goldman Sachs Lending Partners LLC 23516 $2,755,931 16739 $1,849,381 16743 $283,637 23518 $393,557 16741 $542,963 16745 $417,311 23519 $247,616 23559 $2,755,931 16738 $1,849,381 16742 $283,637 23517 $393,557 16740 $542,963 16744 $417,311 23520 $247,616 * Taconic Market Dislocation Master Fund II L.P. Transferors Claim No. Claim Amount ----------- --------- ------------ JPMorgan Chase Bank, N.A. 23646 $226,920 23647 $226,384 23648 $68,645 23649 $68,483 23650 $1,446,109 23651 $1,442,692 Goldman Sachs Lending Partners LLC 23516 $641,001 16739 $430,147 16743 $65,971 23518 $91,537 16741 $126,287 16745 $97,062 23519 $57,593 23559 $641,001 16738 $430,147 16742 $65,971 23517 $91,537 16740 $126,287 16744 $97,062 23520 $57,593 * Taconic Opportunity Fund L.P. Transferors Claim No. Claim Amount ----------- --------- ------------ Goldman Sachs International 42201 $12,119,847 Goldman Sachs Lending Partners LLC 23516 $2,8024,694 16739 $18,806,112 23518 $4,002,030 16741 $5,521,325 16745 $4,243,586 23519 $2,517,977 23559 $28,024,694 16738 $18,806,112 16742 $2,884,274 23517 $4,002,030 16740 $5,521,325 16744 $4,243,586 23520 $2,517,977 16743 $2,884,274 The Office of the Clerk also received two notices of transfer of claims in Lehman Brothers Inc.'s liquidation proceeding on January 29, 2010: * C.V.I G.V.F. (Lux) Master S.a.r.l. Transferors Claim No. Claim Amount ----------- --------- ------------ Institutional Benchmarks Series -- $1,598,983 -- $57,766 KfWs Object to Claim Transfer Kreditanstalt Fur Wiederaufbau filed an objection to the Debtors' notice of the filing of transfer of Claim No. 21958 saying the Debtors incorrectly stated the amount of claim being transferred. Kreditanstalt asserted that the correct claim amount is $230 million, and not $283,671,951 as stated by the Debtors in the notice. Claim No. 21958 had been transferred to Deutsche Bank AG London Branch in November last year. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: District Judge Drops Case vs. Board Members ------------------------------------------------------------ U.S. District Judge Lewis Kaplan of the U.S. District Court for the Southern District of New York dismissed the case against 11 board members of Lehman Brothers Holdings Inc. brought by participants of an employee retirement savings plan, according to a February 2 report by BusinessWeek. Wendy Uvino, the chairwoman of the retirement plan, was also dismissed as a defendant in the suit. The employees sued the board members and Ms. Uvino whom they accused of knowing about LBHI's deterioration condition but failed to protect the retirement plan. Judge Lewis said the complaint is "devoid of any factual allegations" that Ms. Uvino knew or should have known any negative information that she was obliged to disclose, BusinessWeek reported. Judge Kaplan further said in the ruling that there are also no factual allegations suggesting that Ms. Uvino knew or had inside information suggesting that any company financial reports were false or misleading, according to the report. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Gets Nod for Kasowitz as Special Counsel --------------------------------------------------------- Lehman Brothers Holdings Inc. and its affiliated debtors obtained approval to employ Kasowitz Benson Torres & Friedman LLP as their special counsel effective January 6, 2010. The Debtors tapped the firm to investigate individuals who might have taken actions or made statements prior to the bankruptcy filing that interfered with and damaged their business, and to commence litigation against those individuals with the Debtors' authorization. Kasowitz is a national firm specializing in complex, highly sophisticated litigation. The firm, which employs more than 325 lawyers, has offices in New York, Houston, Atlanta, San Francisco, Miami and Newark. In return for its services, Kasowitz will be paid at an hourly rate and will be reimbursed of its expenses. The firm's hourly rate ranges from $550 to $1,000 for partners, $275 to $750 for associates and counsel, and $150 to $225 for paraprofessionals. In a declaration, Albert Mishaan, Esq., a partner at Kasowitz, assures the Court that neither KBT&F nor any attorney at the firm holds or represents interest adverse to the Debtors' estates. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Singapore Agency Welcomes Payout for Holders ------------------------------------------------------------- The Monetary Authority of Singapore welcomes the announcement by the three partners of PricewaterhouseCoopers LLP appointed as receivers for the Minibond notes, and HSBC Institutional Trust Services (Singapore) Limited, the trustee for the notes, that distribution of the recovery values of the Minibond notes to investors will be made on 12 February 2010. The earlier settlement entered into between the receivers, the trustee and Lehman Brothers Special Financing Inc, the swap counterparty for the notes, has enabled the collateral underlying the various series of the Minibond notes to be liquidated, and the recovery value for each series returned to investors. MAS has worked closely with the receivers and trustee to see through the liquidation process so that investors may receive the distribution in a timely manner. All investors holding the Minibond notes will receive the recovery value for the notes they hold. Where investors have accepted partial settlement offers and retained a portion of the notes, they will receive the recovery values of the notes which they retain. Where investors accepted full settlement offers, they would have already received the full investment amount and transferred the notes to the financial institution. As such, they will not receive any further payments from the distribution of the recovery values. The receivers have explained that the recovery values of the different series and tranches of the Minibond notes vary depending on a number of factors determined by the terms of the notes. The total amount received by each investor will depend on the recovery value of the series of notes bought, as well as the outcome of the dispute resolution process. This is in line with the approach for financial institutions that distributed the notes to review complaints on a case-by-case basis, and to make settlement offers according to the facts and circumstances of each investor and transaction. Taking into account the recovery values of the notes and the settlement offers that have been accepted, 80% of retail investors will receive 50% or more of their investment back. In total, retail investors in the Minibond notes will receive 64.5% of the total amount invested in the Notes. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Wants to Expunge $57BB in Duplicate Claims ----------------------------------------------------------- Lehman Brothers Holdings Inc. and its affiliated debtors filed their omnibus objections to claims, which seek to disallow and expunge more than 1,000 claims, aggregating more than $57 billion, on grounds that they are duplicates of or have been amended and superseded by other claims. A list of the claims to be disallowed is available without charge at: http://bankrupt.com/misc/LBHI_236DuplicateClaims.pdf http://bankrupt.com/misc/LBHI_500AmendedClaims1.pdf http://bankrupt.com/misc/LBHI_500AmendedClaims2.pdf http://bankrupt.com/misc/LBHI_500DuplicateClaims.pdf The objections do not affect any of the surviving claims and do not constitute any admission or finding with respect to those surviving claims. The Court will hold a hearing on March 17, 2010, to consider the Debtors' proposed treatment of claims. Deadline for filing responses to the objections is March 1, 2010. Lehman Brothers Bankruptcy News provides definitive coverage of all omnibus claims objections, responses by claimants to those objections and orders entered by the Court in connection with those objections. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LIBBEY INC: Completes Refinancing of Units' Existing Debts ---------------------------------------------------------- Libbey Inc. completed its refinancing of substantially all of the existing indebtedness of its wholly-owned subsidiaries, Libbey Glass Inc. and Libbey Europe B.V., which included: * the entry into an amended and restated credit agreement; * the issuance of $400.0 million in aggregate principal amount of 10% Senior Secured Notes of Libbey Glass due 2015; * the repurchase and cancellation of all of Libbey Glass' then outstanding $306.0 million in aggregate principal amount of Floating Rate Senior Secured Notes due 2011 pursuant to the terms of a previously announced tender offer and consent solicitation; and * the redemption of all of Libbey Glass' then outstanding $80.4 million in aggregate principal amount of 16% Senior Subordinated Secured Notes due 2021. Libbey Glass used the proceeds of the offering of the New Notes, together with cash on hand, to fund the repurchase of the Floating Rate Notes and the redemption of the PIK Notes, and to pay certain related fees and expenses. Amended and Restated Credit Agreement Pursuant to the Refinancing, Libbey Glass and Libbey Europe entered into an Amended and Restated Credit Agreement, dated as of February 8, 2010, between Libbey Glass and Libbey Europe, as borrowers, the Company, as a loan guarantor, the other loan parties party thereto as guarantors, JPMorgan Chase Bank, N.A., as administrative agent with respect to the U.S. loans, J.P. Morgan Europe Limited, as administrative agent with respect to the Netherlands loans, Bank of America, N.A. and Barclays Capital, as Co-Syndication Agents, Wells Fargo Capital Finance, LLC, as Documentation Agent and the other lenders and agents party thereto. The Amended and Restated Credit Agreement provides for borrowings of up to $110.0 million, subject to certain borrowing base limitations, reserves and outstanding letters of credit. All borrowings under the Amended and Restated Credit Agreement are secured by: * a first-priority security interest in substantially all of the existing and future real and personal property of Libbey Glass and its domestic subsidiaries; * a first-priority security interest in: -- 100% of the stock of Libbey Glass and 100% of the stock of substantially all of Libbey Glass' present and future direct and indirect domestic subsidiaries; -- 100% of the non-voting stock of substantially all of Libbey Glass' first-tier present and future foreign subsidiaries; and -- 65% of the voting stock of substantially all of Libbey Glass' first-tier present and future foreign subsidiaries; -- a first priority security interest in substantially all proceeds and products of the property and assets described above; and -- a second-priority security interest in substantially all of the owned real property, equipment and fixtures in the United States of Libbey Glass and its domestic subsidiaries, subject to certain exceptions and permitted liens. Additionally, borrowings by Libbey Europe under the Amended and Restated Credit Agreement are secured by: * a first-priority lien on substantially all of the existing and future real and personal property of Libbey Europe and its Dutch subsidiaries; and * a first-priority security interest in: -- 100% of the stock of Libbey Europe and 100% of the stock of substantially all of the Dutch subsidiaries; and -- 100% of the outstanding stock issued by the first tier foreign subsidiaries of Libbey Europe and its Dutch subsidiaries. The interest rates payable under the new Amended and Restated Credit Agreement will depend on the type of loan plus an applicable margin. The initial applicable margin of any LIBOR loans made under the Amended and Restated Credit Agreement is expected to be 3.50% and the initial applicable margin for any CBFR loans made under the Amended and Restated Credit Agreement is expected to be 2.50%. After six full months, the applicable margin will be subject to adjustment based on established aggregate availability under the Amended and Restated Credit Agreement. A full-text copy of the Amended and Restated Credit Agreement is available for free at http://ResearchArchives.com/t/s?52f2 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. * * * According to the Troubled Company Reporter on Feb. 1, 2010, Standard & Poor's Ratings Services said that it affirmed its "B" corporate credit rating on Libbey Inc. The outlook is stable. In November, the TCR reported that Standard & Poor's lowered its corporate credit rating on Libbey Inc. to 'SD' (selective default) from 'B'. The issue-level ratings remained 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. In January 2010, Libbey's wholly owned subsidiary Libbey Glass Inc. commenced a cash tender offer to purchase its outstanding $306.0 million aggregate principal amount of Floating Rate Senior Secured Notes due 2011. The Tender Offer is scheduled to expire February 22, 2010. Holders who validly tender (and do not validly withdraw) Notes and deliver their Consents at or prior to the Consent Date will receive total consideration of $1,027.50 per $1,000 principal amount of Notes, which includes $30 cash premium per $1,000 if tendered early. LIVERMERCIAL AVIATION: Updated Case Summary & Unsec. Creditors -------------------------------------------------------------- Debtor: Livermercial Aviation Holding, LLC 3001 Leonard Drive, #301 Valparaiso, IN 46303 Bankruptcy Case No.: 10-20051 Chapter 11 Petition Date: January 11, 2010 Court: United States Bankruptcy Court Northern District of Indiana (Hammond Division) Judge: J. Philip Klingeberger Debtor's Counsel: Shelly DeRousse, Esq. 55 West Monroe Street, Suite 1200 Chicago, IL 60603 Tel: (312) 641-0060 Email: sderousse@stahlcowen.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 8 largest unsecured creditors is available for free at: http://bankrupt.com/misc/innb10-20051.pdf The petition was signed by Johnny Mathis, member of the company. LOAN LINK FINANCIAL: Files for Chapter 7 Liquidation ---------------------------------------------------- Steven Church at Bloomberg News reports that Loan Link Financial Services Inc. filed for court protection from its creditors under Chapter 7 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 10-11777). A trustee will liquidate Loan Link's assets to pay off creditors owed as much as $271.4 million. The company listed assets of $552,000. Loan Link Financial Services is a California mortgage lender. According to the report, Loan Link, based in Rancho Santa Margarita, faces more than $50 million in so-called repurchase requests from more than 30 banks. The company said in its bankruptcy petition that its creditors include Credit Suisse First Boston, owed $50 million as the company's warehouse lender, and the U.S. Department of Housing and Urban Development, for a $10 million lender penalty. LODGIAN INC: Donald Smith Owns 10.01% of Common Stock ----------------------------------------------------- In a regulatory filing dated February 11, 2010, Donald Smith & Co., Inc., disclosed that it may be deemed to beneficially own shares of Lodgian, Inc.'s common stock: Shares Beneficially Company Owned Percentage ------- ------------ ---------- Donald Smith & Co., Inc. 2,169,672 10.01% To the knowledge of Donald Smith & Co., Inc., with respect to all securities reported in this schedule owned by advisory clients of Donald Smith & Co., Inc., not more than 5% of the class of such securities is owned by any one client. A full-text copy of Donald Smith & Co., Inc.'s Schedule 13G is available for free at http://researcharchives.com/t/s?52c6 About Lodgian, Inc. Lodgian, Inc. (NYSE Alternext US: LGN) -- http://www.lodgian.com/ -- is one of the nation's largest independent hotel owners and operators. The Company currently owns and manages a portfolio of 34 hotels with 6,401 rooms located in 20 states. Of the company's 34-hotel portfolio, 16 are InterContinental Hotels Group brands (Crowne Plaza, Holiday Inn, and Holiday Inn Express), 12 are Marriott brands (Marriott, Courtyard by Marriott, SpringHill Suites by Marriott, Residence Inn by Marriott and Fairfield Inn by Marriott), two are Hilton brands, and four are affiliated with other nationally recognized franchisors including Starwood, Wyndham and Carlson. Going Concern Doubt Approximately $120 million of the Company's outstanding mortgage debt was scheduled to mature in July 2009. The $120 million of mortgage indebtedness, which was originated in June 2004 by Merrill Lynch and securitized in the collateralized mortgage- backed securities market, was divided into three pools of indebtedness referred to by the Company as the Merrill Lynch Fixed Rate Pools 1, 3 and 4. The Company has reached agreements with the special servicers of Pools 1 and 4 to extend the maturity dates to July 1, 2010, and July 1, 2012, respectively, and the Company is seeking to refinance Pool 1 in anticipation of the 2010 maturity date. Pool 3, with a principal balance of $45.5 million as of September 30, 2009, matured on October 1, 2009, following two short-term extensions. The extensions were intended to provide time for the Company to reach an agreement with the special servicer to modify Pool 3. No agreement has been reached and Pool 3 is now in default. Since no agreement has been reached, the Company expects to convey the six hotels which secure Pool 3 to the lender in full satisfaction of the debt. In addition, the Company is in default on a loan secured by the Crowne Plaza Worcester, Massachusetts (the "Worcester Property") which had a balance of $16.3 million as of September 30, 2009. On October 23, 2009, the Company received notice from the lender that the mortgage had been accelerated, as anticipated. The Company does not expect further negotiation with the special servicer and intends to convey the hotel to the lender in full satisfaction of the debt. Conveying these hotels to the lenders, the severe economic recession and the tight credit markets could also have an adverse effect on the Company's ability to extend or refinance Pool 1 on or prior to its maturity in July 2010. "These factors raise substantial doubt as to the Company's ability to continue as a going concern." On November 19, 2009, the Worcester Property was transferred to a receiver appointed pursuant to a court order approved by the United States District Court for the District of Massachusetts. Under the court order, the receiver, David Buddemeyer of Driftwood Hospitality Management, LLC, took exclusive possession of the Worcester Property and is holding, operating, managing and maintaining the Worcester Property on behalf of Wells Fargo Bank, N.A., as trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-through Certificates, Series 2006-C25 (the "Lender"). The receivership was approved pursuant to a petition filed by the Lender for the appointment of a receiver after the Company did not cure its previously disclosed default. LOLA BLACK: Owner Maria Pinto Closes Shop, to Seek Bankruptcy ------------------------------------------------------------- Maria Pinto has told the Chicago Sun-Times exclusively that she had initiated proceedings to cease business operations of her company Lola Black LLC, including the closing of the Maria Pinto retail boutique in the West Loop. Bill Zwecker at Chicago Sun-Times says Ms. Pinto's high-profile customers have included first lady Michelle Obama, Oprah Winfrey and many of Chicago's top socialites and civic leaders. Mr. Zwecker says the bankruptcy filing is expected this week. According to Mr. Zwecker, Ms. Pinto cited the "increasing economic challenges and soft buying trends at the top end of the apparel market" among the reasons for the downfall of her business, which includes the shuttering of her design and wholesale operations and the retail store on South Jefferson. LRL CITI: Section 341(a) Meeting Scheduled for March 9 ------------------------------------------------------ The U.S. Trustee for Region 17 will convene a meeting of creditors in LRL Citi Properties I DE, LLC's Chapter 11 case on March 9, 2010, at 9:00 a.m. The meeting will be held at San Francisco U.S. Trustee Off, Office of the U.S. Trustee, 235 Pine Street, Suite 850, San Francisco, CA 94104. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. San Francisco, California-based LRL Citi Properties I DE, LLC, filed for Chapter 11 bankruptcy protection on February 8, 2010 (Bankr. N.D. Calif. Case No. 10-30414). M. Elaine Hammond, Esq., at Friedman, Dumas and Springwater, assists the Company in its restructuring effort. The Company listed $50,000,001 to $100,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. The Debtor's affiliates -- Trophy Properties I DE, LLC; Sutter Associates DE, LLC; Hermann Street DE, LLC -- filed separate Chapter 11 petitions. MAGNA ENTERTAINMENT: Postpones Pimlico and Laurel Auction Anew -------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Magna Entertainment Corp. adjourned the auction of the Pimlico and Laurel Park racetracks in Maryland for a third time. The auction is now scheduled for February 23, and a sale hearing is on March 3. Magna Entertainment was unable to sign a deal with a buyer who will start the auction as the stalking horse bidder. According to the report, although six potential buyers submitted qualified bids, none was sufficiently attractive for Magna to sign a contract where the stalking horse would make the first bid at auction. Frank Angst at Thoroughbreds Times reports that the Company said that it has bidders who express their interest in its assets including Jeff Seder's Blow Horn Equity, Joe DeFrancis, Cordish Co., Penn National Gaming Inc., and Under Armour founder Kevin Plank, Mr. Angst notes. The bidders have included details on how the properties will be used and the number of race days, he adds. Thoroughbreds Times says the Company's parent, MI Developments Inc., is scheduled to receive the first $20-million of sale proceeds and 50% of proceeds in excess of that amount. About Magna Entertainment Based in Aurora, Ontario, Magna Entertainment Corp. is North America's largest owner and operator of horse racetracks based on revenue. The Company develops, owns and operates horse racetracks and related pari-mutuel wagering operations, including off-track betting facilities. MEC also develops, owns and operates casinos in conjunction with its racetracks where permitted by law. MEC owns and operates AmTote International, Inc., a provider of totalisator services to the pari-mutuel industry, XpressBet(R), a national Internet and telephone account wagering system, as well as MagnaBet(TM) internationally. Pursuant to joint ventures, MEC has a 50% interest in HorseRacing TV(R), a 24-hour horse racing television network, and TrackNet Media Group LLC, a content management company formed for distribution of the full breadth of MEC's horse racing content. Following its failure to meet obligations to lenders led by PNC Bank, National Association, and Wells Fargo Bank, National Association, and controlling shareholder MI Developments Inc.'s decision not to provide further financial backing, Magna Entertainment Corp. and 24 affiliates filed for Chapter 11 on March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720). Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, have been engaged as bankruptcy counsel. Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J. Finnegan, Esq., at Richards, Layton & Finger, P.A., are the Debtors' local counsel. Miller Buckfire & Co. LLC is the Debtors' investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent for the Debtors. Magna Entertainment Corp. had total assets of $1.054 billion and total liabilities of $947.3 million based on unaudited consolidated financial statements as of December 31, 2008. MAGNA ENTERTAINMENT: Canyon Capital Stake Down to 1.82% ------------------------------------------------------- Canyon Capital Advisors LLC has filed with the Securities and Exchange Commission amendments to its Schedule 13G which was initially filed on February 17, 2009. The CUSIP number of the Common Stock is 559211305 and the date of event which requires filing of this statement is December 31, 2008. In amendment No. 1, Canyon Capital Advisors LLC disclosed they may be deemed to beneficially own shares of Magna Entertainment Corp.'s common stock: Shares Beneficially Company Owned Percentage ------- ------------ ---------- Canyon Capital Advisors LLC 169,526 5.62% Mitchell R. Julis 169,526 5.62% Joshua S. Friedman 169,526 5.62% K. Robert Turner 169,526 5.62% The 169,526 shares includes 121,277 shares based upon conversion of bonds CUSIP 559211AD9. In amendment no. 2, Canyon Capital Advisors LLC disclosed they may be deemed to beneficially own shares of Magna Entertainment Corp.'s common stock: Shares Beneficially Company Owned Percentage ------- ------------ ---------- Canyon Capital Advisors LLC 106,057.42 1.82% Mitchell R. Julis 106,057.42 1.82% Joshua S. Friedman 106,057.42 1.82% K. Robert Turner 106,057.42 1.82% The 106,057.42 shares include 43,262.42 shares based upon conversion of bonds CUSIP 559211AD9. A full-text copy of Canyon Capital's Amendment No. 1 to its Schedule 13G is available for free at http://researcharchives.com/t/s?52ed A full-text copy of Canyon Capital's Amendment No. 2 to its Schedule 13G is available for free at http://researcharchives.com/t/s?52ee About Magna Entertainment Based in Aurora, Ontario, Magna Entertainment Corp. is North America's largest owner and operator of horse racetracks based on revenue. The Company develops, owns and operates horse racetracks and related pari-mutuel wagering operations, including off-track betting facilities. MEC also develops, owns and operates casinos in conjunction with its racetracks where permitted by law. MEC owns and operates AmTote International, Inc., a provider of totalisator services to the pari-mutuel industry, XpressBet(R), a national Internet and telephone account wagering system, as well as MagnaBet(TM) internationally. Pursuant to joint ventures, MEC has a 50% interest in HorseRacing TV(R), a 24-hour horse racing television network, and TrackNet Media Group LLC, a content management company formed for distribution of the full breadth of MEC's horse racing content. Following its failure to meet obligations to lenders led by PNC Bank, National Association, and Wells Fargo Bank, National Association, and controlling shareholder MI Developments Inc.'s decision not to provide further financial backing, Magna Entertainment Corp. and 24 affiliates filed for Chapter 11 on March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720). Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, have been engaged as bankruptcy counsel. Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J. Finnegan, Esq., at Richards, Layton & Finger, P.A., are the Debtors' local counsel. Miller Buckfire & Co. LLC is the Debtors' investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent for the Debtors. Magna Entertainment Corp. had total assets of $1.054 billion and total liabilities of $947.3 million based on unaudited consolidated financial statements as of December 31, 2008. MAGNA ENTERTAINMENT: GLG Partners Owns 13.31% of Securities ----------------------------------------------------------- GLG Partners LP has filed with the Securities and Exchange Commission Amendment No. 1 to its Schedule 13G which was initially filed on January 8, 2009. The CUSIP number of the Common Stock is 559211107. GLG Partners LP, et al., disclosed they may be deemed to beneficially own 13.31% of Magna Entertainment Corp.'s Class A Subordinate Voting Stock, $0.01 par value per share: Shares Beneficially Company Owned Percentage ------- ------------ ---------- GLG Market Neutral Fund 336,880 10.32%* GLG Partners LP 449,560 13.31%* GLG Partners Limited 449,560 13.31%* GLG Partners, Inc. 449,560 13.31%* *Based upon the Company's Class A Subordinate Voting Stock outstanding as of December 15, 2008, as set forth in the Company's Schedule 14C Information Statement filed on Form DEF 14C on January 12, 2009, and assuming the conversion of the Company's 8.55% Convertible Subordinated Notes due 2010 owned indirectly by the Reporting Person. Based on the Company's Schedule 14C Information Statement filed on Form DEF 14C on January 12, 2009, there were 2,928,455 shares outstanding as of December 15, 2008. A full-text copy of GLG Partners LP's amended Schedule 13G is available for free at http://researcharchives.com/t/s?52ec About Magna Entertainment Based in Aurora, Ontario, Magna Entertainment Corp. is North America's largest owner and operator of horse racetracks based on revenue. The Company develops, owns and operates horse racetracks and related pari-mutuel wagering operations, including off-track betting facilities. MEC also develops, owns and operates casinos in conjunction with its racetracks where permitted by law. MEC owns and operates AmTote International, Inc., a provider of totalisator services to the pari-mutuel industry, XpressBet(R), a national Internet and telephone account wagering system, as well as MagnaBet(TM) internationally. Pursuant to joint ventures, MEC has a 50% interest in HorseRacing TV(R), a 24-hour horse racing television network, and TrackNet Media Group LLC, a content management company formed for distribution of the full breadth of MEC's horse racing content. Following its failure to meet obligations to lenders led by PNC Bank, National Association, and Wells Fargo Bank, National Association, and controlling shareholder MI Developments Inc.'s decision not to provide further financial backing, Magna Entertainment Corp. and 24 affiliates filed for Chapter 11 on March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720). Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, have been engaged as bankruptcy counsel. Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J. Finnegan, Esq., at Richards, Layton & Finger, P.A., are the Debtors' local counsel. Miller Buckfire & Co. LLC is the Debtors' investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent for the Debtors. Magna Entertainment Corp. had total assets of $1.054 billion and total liabilities of $947.3 million based on unaudited consolidated financial statements as of December 31, 2008. MARHABA PARTNERS: Wants Access to City Bank Cash Collateral ----------------------------------------------------------- Marhaba Partners Limited Partnership asks the U.S. Bankruptcy Court for the Southern District of Texas for authority to access cash securing obligation with City Bank. The Debtor is indebted to City Bank in the amount of $10,850,000, pursuant to the promissory note dated April 24, 2008. The Debtor's obligations to City Bank are secured by an interest in the McCue Property and the rents derived therefrom. The Debtor needs to use the cash collateral to pay expenses relating to the operation of its business. The Debtor relates that City Bank is adequately protected from any diminution in value of the collateral through the Debtor's continued maintenance and operation of its business, and the preservation of its assets' value. The Debtor is also paying $20,000 each month to City Bank, in addition to excess cash generated by the properties, if any. Houston, Texas-based Marhaba Partners Limited Partnership filed for Chapter 11 bankruptcy protection on January 5, 2010 (Bankr. S.D. Texas Case No. 10-30227). Elizabeth Carol Freeman, Esq., at Porter & Hedges, L.L.P., assists the Company in its restructuring effort. The Company listed $50,000,001 to $100,000,000 in assets and $50,000,001 to $100,000,000 in liabilities. MARIBELLAX GROUP: Updated Case Summary & Creditors List ------------------------------------------------------- Debtor: Maribellax Group, Ltd. dba Maribellax Group 63 Montgomery Avenue Staten Island, NY 10301 Bankruptcy Case No.: 10-40156 Chapter 11 Petition Date: January 11, 2010 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Carla E. Craig Debtor's Counsel: Richard M. Gabor, Esq. Gabor & Marotta LLC 1878 Victory Boulevard Staten Island, NY 10314 Tel: (718) 390-0555 Fax: (718) 390-9886 Email: rgabor@gabormarottalaw.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 40 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nyeb10-40156.pdf The petition was signed by Kevin Barry Love, member of the company. MAUREEN DUNKEL: Case Summary & 11 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Maureen Rorech Dunkel 2913 Safe Harbor Drive Tampa, FL 33618 Bankruptcy Case No.: 10-00267 Chapter 11 Petition Date: January 7, 2010 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Jeffrey W. Warren, Esq. Bush Ross, P.A. Post Office Box 3913 Tampa, FL 33601-3913 Tel: (813) 224-9255 Fax: (813) 223-9620 Email: jwarren@bushross.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 11 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flmb10-00267.pdf The petition was signed by Maureen Rorech Dunkel. MC PRECAST: Section 341(a) Meeting Scheduled for March 5 -------------------------------------------------------- The U.S. Trustee for Region 21 will convene a meeting of creditors in MC Precast, Inc.'s Chapter 11 case on March 5, 2010, at 10:00 a.m. The meeting will be held at Third Floor - Room 366, Russell Federal Building, 75 Spring Street, SW, Atlanta, GA 30303. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Newnan, Georgia-based MC Precast, Inc., filed for Chapter 11 bankruptcy protection on February 8, 2010 (Bankr. N.D. Ga. Case No. 10-10466). J. Robert Williamson, Esq., at Scroggins and Williamson, 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. MDWERKS INC: Colangelo Steps Down as Vice President --------------------------------------------------- MDWerks Inc. disclosed that Vincent Colangelo, vice president of business development, agreed to leave the Company pursuant to a severance agreement comprised of partial salary, associated benefits, and a commission arrangement for any completed sales through December 31, 2010. Mr. Colangelo is no longer an Officer of the Company. In addition, Paul Kushner resigned as director. Based in Deerfield Beach, Florida, MDwerks Inc. (OTC BB: MDWK) -- http://www.mdwerks.com/-- provides healthcare professionals with automated electronic insurance claims management solutions and advance funding of medical claims. Going Concern Doubt On April 2, 2009, Sherb & Co., LLP, in Boca Raton, Florida, raised substantial doubt about MDwerks' ability to continue as a going concern after auditing its financial results for the periods ended December 31, 2008, and 2007. The auditors pointed that the Company has suffered recurring losses from operations; the Company has a stockholders' deficiency of $6,138,432 and a working capital deficiency of $1,504,676 at March 31, 2009. MERIDIAN RESOURCE: Shareholder's Meeting Slated for March 30 ------------------------------------------------------------ Meridian Resource Corporation said a special meeting of the company's shareholders to consider and vote upon a proposal to adopt the merger agreement has been set for March 30, 2010 at 10:00 a.m., central time, at the offices of Fulbright & Jaworski L.L.P., 1301 McKinney in Houston, Texas. On Dec. 22, 2009, Meridian and Alta Mesa entered into a definitive merger agreement whereby Alta Mesa would acquire all of the outstanding common stock of Meridian for $0.29 per share in cash. 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. MERUELO MADDUX: PNL Objects to Property Demolition Using its Funds ------------------------------------------------------------------ PNL Pomona, L.P., objects to Meruelo Maddux Properties, Inc., et al.'s motion to use PNL's funds to demolish vacant structures at 1875 W. Mission Blvd., Pomona, California. PNL tells the U.S. Bankruptcy Court for the Central District of California that in summary, $1,900,000 of insurance proceeds has been paid by the insurance company for two fires which occurred at the property. The note and deed of trust governing the asset specifically provides that these insurance proceeds belong to PNL. PNL asserts that the property's demolition will not add any value to the property and further contends that these dollars must be released directly to PNL as a reduction of the principal and interest due on this property. PNL adds that the Debtors' request clearly states that: -- the Debtors seek to take nearly $750,000 of PNL's money and demolish a building which they did not feel needed demolition until they held PNL's money in their DIP account; -- the Debtor seek to use another $250,000 to pay off claims which PNL did not consent to and to limit their contractual obligation to provide insurance- without which there would not be $1,900,000 in the DIP account. -- this would deplete more than 1/2 of the entire insurance proceeds. Based in Los Angeles, California, Meruelo Maddux Properties, Inc., -- http://www.meruelomaddux.com/-- together with its affiliates, engage in residential, commercial and industrial development. Meruelo Maddux and its affiliates filed for Chapter 11 protection on March 26, 2009 (Bankr. C. D. Calif. Lead Case No. 09-13356). Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N. Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the Debtors in their restructuring efforts. Asa S. Hami, Esq., Tamar Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A Prof Corp, represent the official committee of unsecured creditors as counsel. The Debtors' financial condition as of December 31, 2008, showed estimated assets of $681,769,000 and estimated debts of $342,022,000. MGM MIRAGE: Partners with ESS Analysis, AT Kearney -------------------------------------------------- MGM MIRAGE has partnered with ESS Analysis, a Boston-based advanced analytics-focused consulting firm, and A.T. Kearney, a global management consulting firm, to take customer database "mining" capabilities to "a new level" and further enhance guest loyalty programs. The two firms will align the technological resources of MGM MIRAGE -- including a database of more than 60 million customers -- with current business strategies to create innovative marketing solutions. "We are very pleased to announce the latest evolution of our marketing program, which adds the strength of business analytics to our strategic plan," said Bill Hornbuckle, MGM MIRAGE Chief Marketing Officer. "This initiative increases our ability to cater to our guests' personalized needs with a one-to-one marketing outreach." "This effort is focused on enhancing our cost-effectiveness behind the scenes, but more importantly streamlining our customer rewards program to deliver more value to our guests and to expose them fully to the depth of the offerings at the extensive portfolio of MGM MIRAGE properties," said Mr. Hornbuckle. Advanced analytics is fast emerging as a popular method to make more efficient business decisions by combining customer insights with factors such as company culture, operational objectives and performance standards. "This new initiative positions MGM MIRAGE to lead the industry in the design and development of innovative products and services to respond to the changing needs of its customers," said Ranjan Mishra, President and Founder of ESS Analysis. "MGM MIRAGE has tremendous assets -- both physical and intangible -- to build upon its customer loyalty program. We are very excited to be a part of this transformation." "Advanced analytics is used by transformative industry leaders to drive step-change continuous innovation and improvement in customer retention and loyalty," said Khalid Khan, Analytics Director at A.T. Kearney. "Sophisticated analytic techniques transform reams of data stored in disparate databases into a vivid 360-degree view of how a customer responds to the onslaught of products and services before them. These detailed profiles provide predictive insights on customer preferences that can be leveraged to improve the overall customer experience through more targeted, cost-effective offers resulting in a true win-win." ESS brings industry-leading analytical methodologies and techniques to support strategy and operational improvements. The firm's guiding principle is to provide tangible and objective consulting support to its clients. A.T. Kearney is a global management consulting firm that uses strategic insight, tailored solutions and a collaborative working style to help companies achieve sustainable results. Since 1926, the firm has been trusted advisors on CEO-agenda issues to the world's leading corporations across all major industries. A.T. Kearney's offices are located in major business centers in 36 countries. About MGM MIRAGE Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) -- http://www.mgmmirage.com/-- owns and operates 16 properties located in Nevada, Mississippi and Michigan, and has 50% investments in four other properties in Nevada, New Jersey, Illinois and Macau. CityCenter, an urban metropolis on the Las Vegas Strip scheduled to open in late 2009, is a joint venture between MGM MIRAGE and Infinity World Development Corp, a subsidiary of Dubai World. MGM MIRAGE Hospitality has entered into management agreements for future casino and non-casino resorts throughout the world. At September 30, 2009, MGM MIRAGE had $21.7 billion in total assets against total current liabilities of $1.15 billion, deferred income taxes of $3.14 billion, long-term debt of $12.9 billion, other long-term obligations of $221.70 million; resulting in stockholders' equity of $4.29 billion. * * * As reported by the Troubled Company Reporter on September 22, 2009, Moody's Investors Service affirmed MGM MIRAGE's Caa2 Corporate Family Rating and Caa3 Probability of Default Rating. Moody's also assigned a Caa2 rating to the company's new $475 million 11.375% senior unsecured notes due 2018. Moody's also affirmed MGM's SGL-4 Speculative Grade Liquidity rating. The rating outlook is negative. As reported by the TCR on September 24, 2009, Fitch Ratings has assigned a 'CCC/RR4' rating to MGM MIRAGE's $475 million 11.375% unsecured notes due 2018. The notes were priced at a 97.396% discount to yield 11.875%. The net proceeds will be used to reduce credit facility borrowings, and also for general corporate purposes. The offering attempts to chip away at the company's most significant credit hurdle: the maturity of its $5.8 billion credit facility in 2011, which had $4.1 billion outstanding as of June 30, 2009. MOHAMMAD KHAN: Case Summary & 20 Largest Unsec. Creditors --------------------------------------------------------- Joint Debtors: Mohammad Akram Khan Mukhtar Jan 6116 N. 85th Dr. Glendale, AZ 85305-2567 Bankruptcy Case No.: 10-00367 Chapter 11 Petition Date: January 5, 2010 Court: United States Bankruptcy Court District of Arizona (Phoenix) Debtors' Counsel: Stanford E. Lerch, Esq. Lerch & Deprima Plc 4000 N Scottsdale Rd Ste 107 Scottsdale, AZ 85251 Tel: (480) 212-0700 Fax: (480) 212-0705 Email: slerch@ldlawaz.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtors did not file a list of their 20 largest unsecured creditors when they filed their petition. The petition was signed by the Joint Debtors. MORGAN STANLEY FUNDS: Foreclosure Looms on Japan Hotel Chain ------------------------------------------------------------ Morgan Stanley could lose a chain of hotels in Japan to foreclosure. The Wall Street Journal's Alison Tudor reports the Morgan Stanley Real Estate Funds unit, known in the industry as MSREF, may have to hand over the keys of a $2.4 billion Japanese hotel chain to creditors when the debt falls due in April, according to people familiar with the matter. According to the report, the main lenders in the Japanese hotel purchase, Citigroup Inc. and Japan's Shinsei Bank Ltd., are pushing Morgan Stanley to put more equity in the property to give the devalued holdings more security, but the company has hesitated. The Journal's source said a third lender -- sovereign-wealth fund Government of Singapore Investment Corp. -- has expressed interest in taking over the full-service hotels from Morgan Stanley and is discussing terms with the other lenders. The source said Morgan Stanley's equity investment would be wiped out in the settlement. The Journal says talks between Morgan Stanley and its creditors are continuing and nothing has been decided yet. "There has been no resolution to date because the bankers were keen to see Morgan Stanley put more equity into the hotels but were afraid of pushing the U.S. investment bank into walking away, leaving the lenders in charge of the assets," the Journal's Alison Tudor says. The Journal recalls MSREF in June 2007 completed the acquisition of 13 hotels and two property-management units known as ANA from All Nippon Airways Co. for JPY281.3 billion, or $2.4 billion at the time. The biggest hotel in the chain is the ANA InterContinental Tokyo. The Journal says MSREF VI International -- an $8.8 billion Morgan Stanley fund that invested in the ANA chain -- has suffered steep declines in value across its portfolio. By September 2009, the value of the Montana Board of Investments' $27.5 million stake in the fund had dwindled to $3.9 million, the board reported last week, according to the Journal. The Journal also notes Morgan Stanley last year walked away from its $6.5 billion acquisition of real-estate developer Crescent Real Estate Equities Co. and lost the former Maui Prince Hotel in Hawaii to foreclosure. People familiar with the matter told the Journal the ANA hotel refinancing will be closely watched for any formal revaluation of large assets and an indication of how quickly the Japanese property market will recover. MOVIE GALLERY: Schedules Deadline Extended Until April 2 -------------------------------------------------------- The Bankruptcy Court extended for 45 days the time within which Movie Gallery Inc. and its units will file with the Court their Schedules of Assets and Liabilities and Statements of Financial Affairs or until April 2, 2010. About Movie Gallery Based in Wilsonville, Ore., Movie Gallery, Inc. is the second largest North American video and game rental company, operating stores in the U.S. and Canada under the Movie Gallery, Hollywood Video and Game Crazy brands. Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853). Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors. The Company emerged from bankruptcy on May 20, 2008, with private-investment firms Sopris Capital Advisors LLC and Aspen Advisors LLC as its principal owners. William Kaye was appointed plan administrator and litigation trustee. Movie Gallery returned to Chapter 11 protection on February 3, 2009 (Bankr. E.D. Va. Case No. 10-30696). Attorneys at Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the Debtors in their second restructuring effort. Kurtzman Carson Consultants serves as claims and notice agent. MOVIE GALLERY: Seeks to Continue Customer Programs -------------------------------------------------- In the ordinary course of their business, Movie Gallery Inc. and its units engage in certain practices to develop and sustain positive reputations in the marketplace for their products and services, Peter J. Barrett, Esq., at Kutak Rock LLP, in Richmond, Virginia, told the Court. According to Mr. Barrett, the common goals among the Customer Programs are to develop customer loyalty, encourage repeat business and ensure customer satisfaction, thereby retaining current customers, attracting new ones and, ultimately, increasing revenue. The continuation of these Customer Programs is critical for the Debtors to retain their core customers. In this regard, the Debtors sought and obtained the Court's authority to continue their Customer Programs and honor prepetition commitments. A. Gift Certificates Prior to the Petition Date, the Debtors sold pre-paid and reloadable gift cards, pre-paid and reloadable electronic discount rental cards and gift certificates for use in the Debtors' stores. As of the Petition Date, obligations on account of Gift Certificates remained outstanding as some Gift Certificates sold prepetition have not yet been redeemed. The Debtors estimate that the cash value of outstanding Gift Certificates as of the Petition Date is approximately $5 million, however, customers may only redeem the Gift Certificates for goods or services, not a cash refund. B. Store Credits The Debtors offer several promotions through which their customers can purchase or earn store credits for free or reduced charges for rentals, goods or services. The Debtors estimate that their total obligations as of the Petition Date for the Store Credits are approximately $2,000,000. C. Membership Programs Prior to the Petition Date, the Debtors offered their customers monthly and yearly video and gaming membership programs which include: (a) The Debtors' Hollywood Video and Movie Gallery stores run a store specific monthly rental membership program, known as "PowerPlayTM". The PowerPlay Program allows members to rent movie and game titles by using PowerPlay credits that are purchased monthly on an autorenewal or pre-paid basis. (b) The Debtors offer their Game Crazy customers the option of enrolling in an annual membership program, known as the Most Valuable Player program. Membership in the GCMVP Program entitles members to additional credit for trade- ins, discounts on used games and accessories, and free disc refurbishing. (c) The Debtors, through their service provider Trilegiant Corporation, offer add-on benefits to the GCMVP program. In addition to receiving the benefits of the GCMVP Program, MVP Plus Program members for an additional monthly fee, also receive additional discounts at third party dining, retail and entertainment locations. Members also receive 5% cash back on up to $5,000 of purchases made at Game Crazy store locations. The Debtors' obligations as of the Petition Date for the Membership Programs are approximately $20,000,000; however, members may only receive goods and services for those obligations, not a cash refund. D. Service Contracts When the Debtors sell new and used game consoles, they offer their customers the option of purchasing service contracts for the consoles. These Game Console Service Contracts obligate the Debtors to either repair a damaged console or provide the customer with a replacement console. The Debtors also offer a disc maintenance service for unlimited disc refurbishing of a customer's game discs. The Debtors' obligations as of the Petition Date for the Service Contracts are approximately $11 million. E. Free and Discounted Rental Coupons and Sweepstakes Promotions The Debtors run various promotions in their stores in conjunction with certain third parties whereby the Debtors provide customers with coupons for free or reduced charges for video or game rentals. Also, the Debtors' Game Crazy stores maintain a 12 Free Rental with Console Purchase program whereby customers who purchase a new or used game console receive 12 free game or movie rentals coupons at Hollywood Video or Movie Gallery stores. Those Coupons may only be redeemed for video or game rentals, not a cash refund. The Debtors run various sweepstakes promotions in their stores in conjunction with certain movie and game titles and release events. Prizes are not redeemable for cash. F. Guarantees and Returns Certain customers also hold contingent claims against the Debtors for refunds, returns, exchanges or free rentals relating to goods sold in the ordinary course of business prior to the Petition Date. Based on historical data, however, the Debtors estimate that outstanding obligations as of the Petition Date for Guarantees are approximately $700,000. G. Customer Service Debtors routinely answer customer inquiries and solve customer disputes. The Debtors request that they may address customer inquiries and disputes in a manner consistent with their prepetition means of resolution. It is critical that the Debtors retain the ability to resolve customer disputes in an effective matter to maintain their customer base. H. Charitable Programs From time to time, the Debtors participate in charitable programs. One of those programs is the Debtors' commitment to Starlight, a charitable organization that raises money to provide entertainment to children in hospitals. Another program is the Helen Keller Foundation, a charitable organization that raises money for sight, speech and hearing research and education. The Debtors contribute approximately $157,000 annually to Starlight and Helen Keller. As of the Petition Date, the Debtors had outstanding obligations to Starlight and Helen Keller of approximately $6,000. The Debtors' participation with Starlight and Helen Keller provides the Debtors and the community with significant benefits. Paying prepetition commitments under the Customer Programs will benefit the Debtors and their creditors by allowing the Debtors' operations to continue without interruption. In essence, the Debtors hope to continue during the postpetition period those Customer Programs that they believe were effective prepetition. The Debtors also believe that the continuation of the Debtors' Customer Programs is necessary to preserve their customer relationships and goodwill for the benefit of their estates. The importance of the Debtors' customers to their businesses cannot be underestimated, Mr. Barrett contended. About Movie Gallery Based in Wilsonville, Ore., Movie Gallery, Inc. is the second largest North American video and game rental company, operating stores in the U.S. and Canada under the Movie Gallery, Hollywood Video and Game Crazy brands. Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853). Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors. The Company emerged from bankruptcy on May 20, 2008, with private-investment firms Sopris Capital Advisors LLC and Aspen Advisors LLC as its principal owners. William Kaye was appointed plan administrator and litigation trustee. Movie Gallery returned to Chapter 11 protection on February 3, 2009 (Bankr. E.D. Va. Case No. 10-30696). Attorneys at Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the Debtors in their second restructuring effort. Kurtzman Carson Consultants serves as claims and notice agent. MOVIE GALLERY: To Pay Prepetition Shipping & Warehouse Claims ------------------------------------------------------------- Movie Gallery Inc. and its units utilize shippers and warehousemen throughout every stage of the retail goods distribution process. The Debtors' ability to timely receive, distribute and return Retail Goods depends on the maintenance of a successful and efficient supply and delivery network, and any disruption in the delivery of Retail Goods would have an immediate and devastating impact on the Debtors' operations. Peter J. Barrett, Esq. at Kutak Rock LLP, in Richmond, Virginia informs the Court that the Debtors pay approximately $25,000,000 annually to Shippers and Warehousemen. The Debtors expect that, as of the Petition Date, the outstanding prepetition invoices of the Shippers and Warehousemen will not exceed $2,500,000. Absent payment of the Shipping Charges, the Shippers and the Warehousemen will likely refuse to continue to transport goods and make timely delivery, or may seize the goods in their possession as collateral securing their liens, Mr. Barrett stresses. Similarly, the Debtors routinely transact business with a number of third parties who have the potential to assert Miscellaneous Lien Claims against the Debtors and their property if the Debtors fail to pay for the goods or services rendered, Mr. Barrett related. These third parties may perform various services for the Debtors, including miscellaneous store repair and maintenance services and outsourced video game console repair services, he says. According to Mr. Barrett, a substantial number of these Potential Lien Claimants may not have been paid for certain prepetition goods and services, which may result in the Lien Claimants having a right to assert and perfect Miscellaneous Lien Claims notwithstanding the automatic stay. Additionally, the existence and perfection of these Miscellaneous Lien Claims could possibly place the Debtors out of compliance under their various leases. The Debtors do not expect the payments on account of the Miscellaneous Lien Claims to exceed $1,700,000, Mr. Barrett specifies. To avoid undue delay and facilitate the continued operation of the Debtors' business, the Debtors sought and obtained the Court's authority, to make payments to Shippers and Warehousemen on account of prepetition claims relating to shipping and warehousing charges that the Debtors determine, must or should be paid to obtain the release of Retail Goods held by those Shippers and Warehousemen. Additionally, the Debtors sought and obtained the Court's authority to pay any Miscellaneous Lien Claims, on a case-by-case basis, and in the Debtors' sole discretion, that either have resulted or reasonably could result in a lien being asserted against the Debtors' property. Mr. Barrett tells the Court that the Debtors propose to condition the payment of Miscellaneous Lien Claims in their sole discretion, on the written acknowledgment of individual Potential Lien Claimants, to continue supplying goods and services to the Debtors on customary, favorable trade terms in addition to promptly releasing any existing liens: * If any Shipper, Warehouseman or Lien Claimant accepts payment under these conditions and thereafter does not continue to provide goods or services on Customary Terms or according to a Customary Terms agreement during the pendency of the Debtors' Chapter 11 cases, then (a) any payment on account of a prepetition claim received by that Shipper, Warehouseman or Potential Lien Claimant will be deemed to be an improper postpetition transfer and, thus, recoverable by the Debtors in cash upon the appropriate Debtor's written request and (b) upon recovery by the Debtors, any prepetition claim of that Shipper, Warehouseman or Potential Lien Claimant will be reinstated as if the payment had not been made; * If there exists an outstanding postpetition balance due from the Debtors to any Shipper, Warehouseman or Lien Claimant, the Debtors may elect to recharacterize and apply any payments made to the outstanding postpetition balance and the Shipper, the Warehouseman or the Potential Lien Claimant will be required to repay immediately to the Debtors the paid amounts that exceed the postpetition obligations then outstanding without the right of any set-offs, claims, provisions for payment of any claims or otherwise. At the Debtors' request, the Court to authorized banks and other financial institutions to honor all checks presented for payment and electronic payment requests relating to Prepetition Shippers, Warehousemen, or Potential Lien Claimants' claims, whether those checks were presented or electronic requests were submitted prior to or after the Petition Date. About Movie Gallery Based in Wilsonville, Ore., Movie Gallery, Inc. is the second largest North American video and game rental company, operating stores in the U.S. and Canada under the Movie Gallery, Hollywood Video and Game Crazy brands. Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853). Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors. The Company emerged from bankruptcy on May 20, 2008, with private-investment firms Sopris Capital Advisors LLC and Aspen Advisors LLC as its principal owners. William Kaye was appointed plan administrator and litigation trustee. Movie Gallery returned to Chapter 11 protection on February 3, 2009 (Bankr. E.D. Va. Case No. 10-30696). Attorneys at Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the Debtors in their second restructuring effort. Kurtzman Carson Consultants serves as claims and notice agent. MOVIE GALLERY: Wants to Pay Prepetition Employee Wages ------------------------------------------------------ In the ordinary course of business, Movie Gallery Inc. and its units incur payroll obligations to their employees. These obligations generally comprise wages and salaries, but may also include incentive bonuses and commissions awarded for sales productivity and goal attainment. Peter J. Barrett, Esq., at Kutak rock LLP in Richmond, Virginia tells the Court that the Debtors pay their Employees periodic payments for wages and salaries, no less frequently than twice a month. On average, the Debtors have payroll expenses of $18,787,698 per month. The Debtors believe that, as of the Petition Date, approximately $4,231,652 in accrued wages, salaries and other compensation earned prior to the Petition Date remains unpaid to their Employees, he related. The Debtors engage the services of temporary workers and consultants who work on an hourly basis and whose services are procured through employment agencies. The Debtors incur approximately $730,000 in Temporary Compensation obligations per month. The Debtors also have contracts with approximately 15 independent contractors who provide services for legal, real estate and bulk sales, etc., matters. Debtors believe that, as of the Petition Date, approximately $36,260 in unpaid commissions and other payments are outstanding for the Contractor Services. No temporary worker is owed more than $10,950. There is currently one independent contractor who is owed more than $10,950. That consultant is owed $20,160. During each applicable pay period, the Debtors routinely deduct certain amounts from paychecks, including, without limitation, (a) garnishments, child support and similar deductions and (b) other pre-tax and after-tax deductions payable pursuant to certain of the Employee benefit plans, Mr. Barrett averred. The Debtors forward the amount of the Deductions to the appropriate third-party recipients. On average, the Debtors have deducted approximately $1,048,795 from the Employees' paychecks per month. Due to the commencement of the Chapter 11 cases, however, certain Deductions that were deducted from Employees' earnings may not have been forwarded to the appropriate third-party recipients prior to the Petition Date. Further, the law requires the Debtors to withhold from an Employee's wages amounts related to federal, state and local income taxes, social security and Medicare taxes for remittance to the appropriate federal, state or local taxing authority. The Withheld Amounts are approximately $2,814,680 per month, the Payroll Taxes, including both the employee and employer portions, for 2009 were approximately $4,352,306 per month. Prior to the Petition Date, the Debtors withheld the appropriate amounts from Employees' earnings for the Payroll Taxes but those funds may not yet have been forwarded to the appropriate taxing authorities, Mr. Barrett stated. Prior to the Petition Date, and in the ordinary course of their business, the Debtors reimbursed Employees for certain expenses incurred on behalf of the Debtors in the scope of their employment. The Reimbursable Expenses include (a) car allowances, (b) business relocation expenses and (c) travel expenses for meals, hotels and rental cars. The Debtors provide car allowances to certain Employees whose responsibilities require them to travel extensively, Mr. Barrett said. As of the Petition Date, approximately 22 Employees receive a monthly Car Allowance at an aggregate cost to the Debtors of $11,500 per month. The Debtors also pay for gas, oil, and/or mileage for Employees at a cost of approximately $244,000 per month. Additionally, the Debtors provide fleet vehicles to 126 Employees. Fleet maintenance costs are approximately $84,300 per month, and the fleet lease payments cost the Debtors approximately $29,300 per month. Moreover, the Debtors offer certain Employees reimbursement for relocation expenses to incent desirable candidates to accept positions with the Debtors. As of the Petition Date, no Relocation Expenses remain unpaid. Mr. Barrett estimated the Debtors' obligations for the Bonus Plans as of the Petition Date, at approximately $359,031 for all Employees at the retail and field level. He further told the Court that under all retail Bonus Plans, more than 127 Employees are entitled to receive bonuses and the maximum potential payout for any individual is $40,465. Prior to the Petition Date, to incent store managers and Employees in their racking, retail video, game and tanning stores to maximize sales, the Debtors offered various commissions programs. The Debtors' obligations as of the Petition Date for the Commissions are approximately $48,973, Mr. Barrett asserted. The Debtors also offer their Employees the ability to participate in a number of insurance and benefits programs. The Debtors' primary medical, dental, vision and prescription drug plan for Full-Time Employees is the Movie Gallery/Hollywood Group Health Care and Dental Plan. The Medical Insurance Plan costs the Debtors approximately $1,500,000 per month in gross claims and approximately $85,000 per month in administrative fees paid to the third party administrator, Mr. Barrett explained. Prior to the Petition Date, certain Employees filed claims in the approximate amount of $350,000 under the Medical Insurance Plan which have not yet been paid. Approximately $85,000 in administrative fees are also unpaid as of the Petition Date, he said. The Debtors pay approximately $38,000 per month in company-paid premiums, and Employees pay approximately $71,000 per month for Employee-paid premiums. On the Petition Date, the Debtors have collected approximately $71,000 in premiums from employees that have not yet been remitted to the insurer. The Debtors also offer a fully-insured plan, HMSA Blue Cross Blue Shield Plan of Hawaii, to cover approximately 6 Employees located in Hawaii. This coverage costs the Debtors approximately $1,000 in premiums per month. For part-time employees, the Debtors provide separate health care plans. The Debtors believe that they do not have any prepetition obligations under these Plans, but approximately $40,000 in employee contributions are yet to be remitted to the carrier, Mr. Barrett specifies. Further, the Debtors maintain excess -- "Stop Loss" -- insurance through Zurich North America to cover any medical expenses under the Debtors' Medical Insurance Plan that exceed $150,000 per year per Employee, up to a maximum payment of $1,850,000 per Employee per lifetime. The Debtors pay a monthly premium of approximately $83,000 per month for the Stop Loss Insurance coverage, Mr. Barrett stated. To minimize the personal hardship that the Employees would suffer if prepetition Employee-related obligations are not paid when due or as expected and to maintain morale and stability in the Debtors' workforce during this critical time, the Debtors sought and obtained the Court's authority to pay and honor in their sole discretion, the Prepetition Claims for wages, taxes, and benefits that the Debtors have historically provided in the ordinary course of business and to pay all costs incident to the prepetition wages, taxes and benefits. In addition, at the Debtors' request, the Court authorized banks and other financial institutions to honor all checks presented for payment and electronic payment requests relating to the payment of wages and benefits, whether those checks were presented or electronic requests were submitted prior to or after the Petition Date. Further, the Court, upon the Debtors' request, directed the banks and financial institutions to rely on the Debtors' designation of any particular check or electronic payment request as appropriate, and honor payments from the Employees' electronic pay cards. About Movie Gallery Based in Wilsonville, Ore., Movie Gallery, Inc. is the second largest North American video and game rental company, operating stores in the U.S. and Canada under the Movie Gallery, Hollywood Video and Game Crazy brands. Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853). Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors. The Company emerged from bankruptcy on May 20, 2008, with private-investment firms Sopris Capital Advisors LLC and Aspen Advisors LLC as its principal owners. William Kaye was appointed plan administrator and litigation trustee. Movie Gallery returned to Chapter 11 protection on February 3, 2009 (Bankr. E.D. Va. Case No. 10-30696). Attorneys at Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the Debtors in their second restructuring effort. Kurtzman Carson Consultants serves as claims and notice agent. NATIONAL CENTURY: SEC Obtains Final Judgments vs. Poulsen, et al. ----------------------------------------------------------------- The United States Securities and Exchange Commission disclosed in a litigation release dated January 11, 2010, that it obtained final judgments against former chief executive officer and other senior officers and directors of National Century Financial Enterprises, Inc., for their roles in $2.38 billion securities fraud. The Securities and Exchange Commission declared that the U.S. District Court for the Southern District of Ohio entered final judgments against Lance Poulsen, NCFE's former Chairman and Chief Executive Officer; Donald Ayers, NCFE's former Chief Operating Officer and a former member of its board of directors; Randolph Speer, NCFE's former Chief Financial Officer; and Rebecca Parrett, NCFE's former Director of Accounts Receivable and also a member of the board of directors, resolving the Commission's charges that they orchestrated a fraud on institutional investors in securities issued by subsidiaries of NCFE. The final judgments, issued by District Court Judge James L. Graham on January 8, 2010, permanently enjoin Messrs. Poulsen, Ayers and Speer, and Ms. Parrett from future violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act of 1934 and Rule 10b-5 thereunder, and permanently bar each of them from serving as an officer or director of a public company. The Court further orders Ms. Parrett to pay a civil penalty of $120,000. Mr. Poulsen, formerly of Port Charlotte, Florida; Mr. Ayers, formerly of Ft. Myers, Florida; and Mr. Speer, formerly of Fayetteville, Georgia, consented to entry of final judgments without admitting or denying the allegations in the complaint. The Court entered the final judgment against Ms. Parrett, formerly of Carefree, Florida, in absentia, because she is a fugitive from justice. On December 21, 2005, the Commission filed its civil action against Messrs. Poulsen, Ayers and Speer, and Ms. Parrett alleging that they participated in a scheme to defraud investors in securities issued by subsidiaries of NCFE. The complaint alleges NCFE subsidiaries, known as "programs," purchased medical accounts receivable from healthcare providers and issued notes that securitized those receivables. From at least February 1999 through October 2002, the programs raised at least $3.25 billion from the offer and sale of notes through private placements that were exempt from registration. Under the pertinent agreements, the programs were required to maintain specified reserve account balances and certain balances of medical accounts receivable as collateral to secure the notes. NCFE directors and officers depleted the programs' reserve accounts and collateral base by advancing at least $1.2 billion from the programs' funds to healthcare providers without receiving eligible receivables in return. These advances were essentially unsecured loans by the programs to distressed or defunct healthcare providers -- many of which were wholly or partly owned by NCFE or its principals. The complaint further alleges NCFE officials misrepresented the status of the programs' reserve accounts and collateral base to investors and concealed the reserve account and collateral shortfalls by creating or allowing the creation of false offering documents, monthly investor reports, and accounting records. When investors discovered the reserve account transfers and collateral shortfalls in late 2002, NCFE and the programs stopped providing funding to healthcare providers and filed for Chapter 11 bankruptcy protection. As a result, approximately 275 healthcare providers were also forced to file for bankruptcy protection. NCFE and its programs have subsequently been liquidated. In a related criminal matter, a jury in the United States District Court for the Southern District of Ohio had earlier convicted Messrs. Poulsen, Ayers and Speer, and Ms. Parrett for criminal violations, including securities fraud, based on the same facts underlying the Commission's civil action. On August 6, 2008, the court sentenced Mr. Ayers to 15 years in prison and Mr. Speer to 12 years in prison. On March 27, 2009, the Court sentenced Mr. Poulsen to 30 years in prison and sentenced Ms. Parrett in absentia to 25 years in prison. Messrs. Poulsen, Ayers and Speer, and Ms. Parrett were also held jointly and severally liable to pay $2.38 billion in restitution to the victim investors. The Commission thanks the United States Attorney's Office for the Southern District of Ohio and the Federal Bureau of Investigation for their assistance in the significant securities fraud investigation. About National Century Headquartered in Dublin, Ohio, National Century Financial Enterprises, Inc. -- http://www.ncfe.com/-- was the largest issuer of medical accounts receivable asset backed securities in the United States before it collapsed in bankruptcy in November 2002 amid allegations of widespread fraud and misappropriation of assets. To date, 10 senior executives of the company have been convicted or pled guilty to federal charges of conspiracy, securities fraud, wire fraud, and money laundering arising out of the NCFE securitization program. NCFE -- through the CSFB Claims Trust, the Litigation Trust, the VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is in the midst of liquidating estate assets. The Company filed for Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235). The Court confirmed the Debtors' Fourth Amended Plan of Liquidation on April 16, 2004. Paul E. Harner, Esq., at Jones Day, represented the Debtors. Bankruptcy Creditors' Service, Inc., publishes National Century Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by National Century Financial Enterprises Inc.. (http://bankrupt.com/newsstand/or 215/945-7000) NATIONAL CENTURY: UAT Files December 31 Quarterly Report -------------------------------------------------------- Current Paid to Balance Quarter Date Due ------- ------- ------- A. FEES AND EXPENSES: 1. Trustee Compensation - - - 2. Fees for Attorney for Trustee - - - 3. Fee for Attorney for Debtor $763,885 $15,417,654 - 4. Other professionals 39,221 11,268,339 - 5. All expenses, including trustee 229,633 22,380,161 - B. DISTRIBUTIONS: 6. Secured Creditors - - - 7. Priority Creditors - - - 8. Unsecured Creditors - 205,936,188 - 9. Equity Security Holders - - - 10. Other Payments or Transfers - - - ---------- ---------- ---------- Total Plan Payments $1,032,739 $255,002,342 - ========== =========== ========== About National Century Headquartered in Dublin, Ohio, National Century Financial Enterprises, Inc. -- http://www.ncfe.com/-- was the largest issuer of medical accounts receivable asset backed securities in the United States before it collapsed in bankruptcy in November 2002 amid allegations of widespread fraud and misappropriation of assets. To date, 10 senior executives of the company have been convicted or pled guilty to federal charges of conspiracy, securities fraud, wire fraud, and money laundering arising out of the NCFE securitization program. NCFE -- through the CSFB Claims Trust, the Litigation Trust, the VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is in the midst of liquidating estate assets. The Company filed for Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235). The Court confirmed the Debtors' Fourth Amended Plan of Liquidation on April 16, 2004. Paul E. Harner, Esq., at Jones Day, represented the Debtors. Bankruptcy Creditors' Service, Inc., publishes National Century Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by National Century Financial Enterprises Inc.. (http://bankrupt.com/newsstand/or 215/945-7000) NATIONAL CENTURY: VI/XII Trust Files December 31 Quarterly Report ----------------------------------------------------------------- Current Paid to Balance Quarter Date Due ------- ------- ------- A. FEES AND EXPENSES: 1. Trustee Compensation - - - 2. Fees for Attorney for Trustee - - - 3. Fee for Attorney for Debtor $55,981 $9,591,181 - 4. Other professionals 27,450 5,214,566 - 5. All expenses, including trustee 5,313 12,085,910 - B. DISTRIBUTIONS: 6. Secured Creditors - 494,353,519 - 7. Priority Creditors - - - 8. Unsecured Creditors - - - 9. Equity Security Holders - - - 10. Other Payments or Transfers 12,995 54,170,207 - ---------- ---------- ---------- Total Plan Payments $101,739 $575,415,384 - ========== =========== ========== About National Century Headquartered in Dublin, Ohio, National Century Financial Enterprises, Inc. -- http://www.ncfe.com/-- was the largest issuer of medical accounts receivable asset backed securities in the United States before it collapsed in bankruptcy in November 2002 amid allegations of widespread fraud and misappropriation of assets. To date, 10 senior executives of the company have been convicted or pled guilty to federal charges of conspiracy, securities fraud, wire fraud, and money laundering arising out of the NCFE securitization program. NCFE -- through the CSFB Claims Trust, the Litigation Trust, the VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is in the midst of liquidating estate assets. The Company filed for Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235). The Court confirmed the Debtors' Fourth Amended Plan of Liquidation on April 16, 2004. Paul E. Harner, Esq., at Jones Day, represented the Debtors. Bankruptcy Creditors' Service, Inc., publishes National Century Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by National Century Financial Enterprises Inc.. (http://bankrupt.com/newsstand/or 215/945-7000) NATIONAL HOME: Gets Court Approval to Sell Riverside Property ------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Arkansas authorized National Home Centers, Inc., to sell the Riverside property free and clear of liens. As reported in the Troubled Company Reporter on December 17, 2009, the Debtor sought authority to sell a residential house at 3199 Riverside Street, Springdale, Washington County, Arkansas, to Mari Eva Mora for the gross sum of $87,000, and to pay reasonable costs of sale including real estate commissions under the terms of the Real Estate Contract with the purchaser. The Debtor may pay the reasonable costs of sale from the sales proceeds and requests that the lien of the agent be transferred to the sales proceeds after payment of the reasonable costs of sale. The net proceeds from the disposition of the property will be deposited into the Debtor's DIP operating account and will be used by the Debtor pursuant to the joint stipulation. 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. NATIONAL HOME: Great American OK'd to Aid in Store Closing Sale --------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Arkansas authorized National Home Centers to: i) employ Great American Group, LLC, to assist the Debtor through the store closing sales in Bentonville and Little Rock until March 31, 2010; and ii) close its retail home centers in Bentonville, Clarksville, and Little Rock (Chenal), Arkansas. As reported in the Troubled Company Reporter on January 22, 2010, the Debtor related that the consultant will receive 1.85% of the gross sales of the Debtor's merchandize. The Debtor will pay these employees, on a weekly basis, (i) store level supervisor - $3,540 (ii) lead or financial supervisor - 4,250. The Court also ordered that all sales of the property will be free and clear of all liens, claims and encumbrances and all the valid and perfected liens and claims, including the valid, perfected lien of JPMorgan Chase Bank, N.A., as lender and administrative agent. Based in Springdale, Arizona, National Home Centers provides materials for the building industry. The company filed for Chapter 11 bankruptcy when it failed to reach a deal with its primary lender CIT Group. The company is now liquidating its west Little Rock, Arizona, home center, and phasing out LBM in Bentonville. NATURAL PRODUCTS: Sees Cash Hike to $13.9MM by Mid-April -------------------------------------------------------- Natural Products Group LLC said in its initial operating report filed with the Bankruptcy Court that it projects cash will grow from $6.7 million in January to $13.9 million by mid-April. The growth in cash is thanks in part to a $10 million draw on a credit facility. Natural Products hopes to confirm a prepackaged reorganization plan on Feb. 20. Holders of unsecured claims and equity interests are unimpaired under the Plan. A copy of the disclosure statement explaining the Plan is available for free at: http://bankrupt.com/misc/NATURAL_PRODUCTS_ds.pdf About Natural Products Wilmington, Delaware-based Natural Products Group, LLC, filed for Chapter 11 bankruptcy protection on January 27, 2010 (Bankr. D. Delaware Case No. 10-10239). Eric Michael Sutty, Esq.; Jeffrey M. Schlerf, Esq.; and John H. Strock, III, Esq., at Fox Rothschild LLP, assist the Company in its restructuring effort. The Company listed $100,000,001 to $500,000,000 in assets and $500,000,001 to $1,000,000,000 in liabilities. The Company's affiliates -- Arbonne Intermerdiate Holdco, Inc.; Levlad Intermediate Holdco, Inc.; Arbonne International, LLC; Levlad, LLC; Arbonne Institute of Research and Development, LLC; Arbonne International Holdings, Inc.; and Arbonne International Distribution, Inc. -- filed separate Chapter 11 bankruptcy petitions. NEW CEDAR: Court Dismisses Chapter 11 Reorganization Case --------------------------------------------------------- The Hon. Raymund T. Lyons of the U.S. Bankruptcy Court for the District of New Jersey dismissed the Chapter 11 case of New Cedar Holdings, LLC. Lakewood, New Jersey-based New Cedar Holdings, LLC, filed for Chapter 11 on Oct. 27, 2009 (Bankr. D. N.J. Case No. 09-38636). The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. In its petition, the Debtor listed assets and debts both ranging from $10,000,001 to $50,000,000. NEWLEAD HOLDINGS: Gets Letter of Non-Compliance from Nasdaq ----------------------------------------------------------- NewLead Holdings Ltd. received written notification from The Nasdaq Stock Market, LLC, indicating that because the closing bid price of the Company's common stock for the previous 30 consecutive business days was below the minimum $1.00 per share bid price requirement for continued listing on The Nasdaq Global Select Market, the Company is not in compliance with Nasdaq Listing Rule 5450(a)(1). The Company's common stock will continue to be listed and traded on The Nasdaq Global Select Market during the applicable grace period of 180 calendar days. During the grace period, the Company may regain compliance with the minimum bid price requirement by maintaining a closing bid price at or above $1.00 per share for at least ten consecutive business days pursuant to Listing Rule 5810(c)(3)(A). Beyond this 180-day period ending August 9, 2010, the Company may also be eligible for an additional grace period provided it demonstrates compliance with all the initial standards for listing on The Nasdaq Capital Market as set forth in Listing Rule 5505, with the exception of the minimum bid price. The Company continues to monitor its closing bid price and is considering its options in order to regain compliance with the bid price requirement. Going Concern Doubt During the three months ended September 30, 2009, and 2008, the Company incurred a net loss of $111.3 million and a net loss of $4.3 million, respectively, and for the nine months ended September 30, 2009 and 2008, the Company incurred a net loss of $123.8 million and a gain of $2.0 million, respectively. As of September 30, 2009, the Company reported working capital deficit of $244.4 million, which includes $221.4 million of debt reflected as current. During the nine months ended September 30, 2009, and for the year ended December 31, 2008, the Company was not in compliance with certain covenants of its loan facility and absent any further relaxation from the lenders, the lenders had the ability to demand repayment of outstanding borrowings. The new $221.4 million facility agreement, dated October 13, 2009, entered into by the the Company to refinance the Company's existing revolving credit facility provided for the waiver of all financial covenants (excluding working capital and minimum liquidity covenants) for a period ranging from 30 to 36 months. The above described conditions and events raise substantial doubt about the Company's ability to continue as a going concern. About NewLead Holdings Headquartered in Piraeus, Greece, NewLead Holdings Ltd. (Nasdaq: NEWL) -- http://www.newleadholdings.com/-- was incorporated on January 12, 2005, under the name of "Aires Maritime Holdings Limited. The Company is an international shipping company that owns and operates product tanker and dry bulk vessels. The Company's products tanker fleet consists of five MR tankers and four Panamax tankers, all of which are double-hulled. The Company also owns three dry bulk vessels secured on period charters. The Company is an indirect subsidiary of Aries Energy Corporation. Aries Energy, an affiliate through its wholly-owned subsidiary Rocket Marine Inc., currently owns approximately 23% of the Company's outstanding common shares. On October 13, 2009, the Company announced an approximately $400.0 million recapitalization which resulted in Grandunion Inc. acquiring control of the Company. Pursuant to the Stock Purchase Agreement entered into on September 16, 2009, a company controlled by Michail S. Zolotas and Nicholas G. Fistes, acquired 18,977,778 newly issued common shares of the Company in exchange for three drybulk carriers. NEXCEN BRANDS: Extends to March 31 Trigger Date Under Facility -------------------------------------------------------------- NexCen Brands Inc. amended its existing bank credit facility by entering into a Waiver and Seventh Amendment by and among the Company, NexCen Holding Corporation, a wholly owned subsidiary of certain of the Issuer's subsidiaries and BTMU Capital Corporation. This Waiver and Seventh Amendment modified certain provisions of the Facility to provide relief from certain requirements related to free cash flow margin and an obligation to issue a warrant covering 2.8 million shares of the Company's common stock that would have been triggered on February 28, 2010. The material terms of the Waiver and Seventh Amendment: * extended from February 28, 2010 to March 31, 2010 the trigger date on which BTMUCC would be entitled to receive a warrant covering up to 2.8 million shares of the Company's common stock at an exercise price of $0.01 per share if the Class B franchise notes are not repaid by the trigger date; and * waived a default related to the Issuer and Subsidiary Borrowers' free cash flow margin for the twelve months ended January 31, 2010. A full-text copy of the Waiver and Seventh Amendment is available for free at http://ResearchArchives.com/t/s?52f3 About NexCen Brands Based in New York, NexCen Brands, Inc. (PINK SHEETS: NEXC.PK) is a strategic brand management company with a focus on franchising. It owns a portfolio of franchise brands that includes two retail franchise concepts: TAF(TM) and Shoebox New York(R) as well as five quick service restaurant franchise concepts: Great American Cookies(R), MaggieMoo's(R), Marble Slab Creamery(R), Pretzelmaker(R) and Pretzel Time(R). The brands are managed by NexCen Franchise Management, Inc., a subsidiary of NexCen Brands. At September 30, 2009, the Company had total assets of=20 $103,027,000 against total liabilities of $151,536,000, resulting in stockholders' deficit of $48,509,000. At September 30, 2009, the Company's accumulated deficit was $2,732,199,000. In its financial report on Form 10-Q for the quarter ended September 30, 2009, the Company said its "financial condition and liquidity raise substantial doubt about our ability to continue as a going concern." According to the Company, "We are highly leveraged; we have no additional borrowing capacity under our credit facility; and the [Credit Facility with BTMU Capital Corporation] imposes restrictions on our ability to freely access the capital markets. In addition, the BTMUCC Credit Facility imposes various restrictions on our use of cash generated by operations." OSCIENT PHARMA: GLG Partners Owns 3.57% of Stock ------------------------------------------------ GLG Partners LP has filed with the Securities and Exchange Commission Amendment No. 1 to amend the statement on Schedule 13G filed on January 15, 2009, with respect to shares of Common Stock, par value of $0.10 per share of Oscient Pharmaceuticals Corporation. The CUSIP number of the Common Stock is 68812R303. GLG Partners LP, et al., disclosed that they may be deemed to beneficially own shares of Oscient Pharmaceuticals Corporation's Common Stock: Shares Beneficially Company Owned Percentage ------- ------------ ---------- GLG Market Neutral Fund 3,431,814* 3.57% GLG Partners LP 3,431,814* 3.57% GLG Partners Limited 3,431,814* 3.57% GLG Partners, Inc. 3,431,814* 3.57% *$3,774,996 aggregate principal amount of 12.50% Convertible Guaranteed Senior Notes due 2011 convertible into 3,431,814 Shares Oscient Pharmaceuticals Corporation's current report on Form 8-K filed on June 16,2009, indicates there were 92,735,910 shares outstanding as of June 9, 2009. In calculating the percentage of shares held by the Reporting Persons, GLG Partners LP assumed the conversion of the reported Convertible Guaranteed Senior Notes. A full-text copy of GLG Partners LP's amended Schedule 13G is available for free at http://researcharchives.com/t/s?52f7 About Oscient Pharmaceuticals Based in Waltham, Massachusetts, Oscient Pharmaceuticals Corporation -- http://www.antararx.com/and http://www.factive.com/-- and its wholly owned subsidiary, Guardian II Acquisition Corporation, sell two products, ANTARA (fenofibrate) capsules, which is a cardiovascular product indicated for the adjunct treatment of hypercholesterolemia (high blood cholesterol) and hypertriglyceridemia (high triglycerides) in combination with diet, and FACTIVE (gemifloxacin mesylate) tablets, which is a fluoroquinolone antibiotic indicated for the treatment of acute bacterial exacerbations of chronic bronchitis and community-acquired pneumonia of mild to moderate severity. As of December 31, 2008, the Debtors' audited consolidated financial statements reflected total assets of $174.0 million and total liabilities of $255.2 million. Oscient Pharmaceuticals Corporation together with an affiliate filed for Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No. 09-16576). Judge Henry J. Boroff presides over the case. Charles A. Dale III, Esq., at K&L Gates LLP, represents the Debtors. The Debtors also hired Ropes & Gray LLP as special litigation counsel, and Broadpoint Capital Inc. as financial advisor. OSCIENT PHARMA: Highbridge Int'l May Own 2.42% of Common Stock -------------------------------------------------------------- Highbridge International LLC has filed with the Securities and Exchange Commission Amendment No. 3 to amend the statement on Schedule 13G filed on May 15, 2007, as amended on by Amendment No. 1 filed on February 7, 2008, and Amendment No. 2 filed on December 2, 2008, with respect to shares of Common Stock, par value of $0.10 per share of Oscient Pharmaceuticals Corporation. The CUSIP number of the Common Stock is 68812R303. As of December 31, 2009, Highbridge International LLC beneficially owned 10,905 shares of Common Stock, $2,339,060 aggregate principal amount of 12.50% Convertible Guaranteed Senior Notes due 2011, convertible into 2,126,417 shares of Common Stock (not counting any accrued and unpaid interest on the Notes) and Warrants to purchase 161,917 shares of Common Stock. As of December 31, 2009, each of Highbridge Capital Management, LLC and Glenn Dubin may have been deemed the beneficial owner of 10,905 shares of Common Stock, $2,339,060 aggregate principal amount of Notes, convertible into 2,126,417 shares of Common Stock (not counting any accrued and unpaid interest on the Notes) and Warrants to purchase 161,917 shares of Common Stock beneficially owned by Highbridge International LLC. As set forth in the terms of the Notes, the number of shares of Common Stock into which the Notes are convertible is limited to the number of shares that would result in the Reporting Persons having aggregate beneficial ownership of not more than 9.99% of the total issued and outstanding shares of Common Stock. As set forth in the terms of the Warrants, the number of shares of Common Stock into which the Warrants are exercisable is limited to the number of shares that would result in the Reporting Persons having aggregate beneficial ownership of not more than 4.99%. Highbridge Capital Management, LLC is the trading manager of Highbridge International LLC. Glenn Dubin is the Chief Executive Officer of Highbridge Capital Management, LLC. The Company's Current Report on Form 8-K filed on June 16,2009, indicates there were 92,735,910 shares of Common Stock outstanding as of June 9, 2009. Therefore, as of December 31, 2009, based on the Company's outstanding shares of Common Stock and the shares of Common Stock issuable upon the conversion of the Notes and exercise of the Warrants, Highbridge International LLC beneficially owned 2.42% of the outstanding shares of Common Stock of the Company and each of Highbridge Capital Management LLC and Glenn Dubin may have been deemed to beneficially own 2.42% of the outstanding shares of Common Stock of the Company. A full-text copy of Highbridge International's amended Schedule 13G is available for free at http://researcharchives.com/t/s?52f8 About Oscient Pharmaceuticals Based in Waltham, Massachusetts, Oscient Pharmaceuticals Corporation -- http://www.antararx.com/and http://www.factive.com/-- and its wholly owned subsidiary, Guardian II Acquisition Corporation, sell two products, ANTARA (fenofibrate) capsules, which is a cardiovascular product indicated for the adjunct treatment of hypercholesterolemia (high blood cholesterol) and hypertriglyceridemia (high triglycerides) in combination with diet, and FACTIVE (gemifloxacin mesylate) tablets, which is a fluoroquinolone antibiotic indicated for the treatment of acute bacterial exacerbations of chronic bronchitis and community-acquired pneumonia of mild to moderate severity. As of December 31, 2008, the Debtors' audited consolidated financial statements reflected total assets of $174.0 million and total liabilities of $255.2 million. Oscient Pharmaceuticals Corporation together with an affiliate filed for Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No. 09-16576). Judge Henry J. Boroff presides over the case. Charles A. Dale III, Esq., at K&L Gates LLP, represents the Debtors. The Debtors also hired Ropes & Gray LLP as special litigation counsel, and Broadpoint Capital Inc. as financial advisor. PARROTT BROADCASTING: Case Summary & 20 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Parrott Broadcasting Limited Partnership dba Radio Stations KIPA, KHWI and KHBC P.O. BOX 11 HAGERMAN, ID 83332 Bankruptcy Case No.: 10-40017 Chapter 11 Petition Date: January 7, 2010 Court: United States Bankruptcy Court District of Idaho [LIVE] (Twin Falls) Judge: Jim D. Pappas Debtor's Counsel: Brent T. Robinson, Esq. POB 396 Rupert, ID 83350 Tel: (208) 436-4717 Email: btr@idlawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/idb10-40017.pdf The petition was signed by Scott D. Parker, general partner of the Company. PATRICK GISLER: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Patrick M. Gisler dba Oregon Lifestyles Realty Inc. dba Gisler Management Inc. dba Crawfords Trailer Park, Inc. 1345 Nw Wall Street, #100 Bend, OR 97701 Bankruptcy Case No.: 10-10299 Chapter 11 Petition Date: January 11, 2010 Court: United States Bankruptcy Court District of Nevada (Las Vegas Judge: Linda B. Riegle Debtor's Counsel: Timothy P. Thomas, Esq. Law Offices Of Brian D. Shapiro, LLC 411 E. Bonneville Ave. #300 Las Vegas, NV 89101 Tel: (702) 386-8600 Fax: (702) 383-0994 Email: TTHOMAS@BRIANSHAPIROLAW.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 $8,022,700, and total debts of $17,743,402. A full-text copy of Mr. Gisler's petition, including a list of his 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nvb10-10299.pdf The petition was signed by Mr. Gisler. PCAA PARENT: Wants Insurance Premium Financing Pact with Flatiron ----------------------------------------------------------------- PCAA Parent, LLC, et al., have sought authorization from the U.S. Bankruptcy Court for the District of Delaware to enter into postpetition insurance premium financing agreement with Flatiron Capital. PCAA's insurance policies were renewed or replaced on February 1, 2010. PCAA wants to avoid having certain associated premium payments negatively impact the liquidity and operation of its businesses, and avoid incurring additional indebtedness under its debtor-in-possession financing at a significantly higher interest rate. Without the financing, the insurance policies would be cancelled and PCAA would lose its coverage. Alternatively, if PCAA uses its cash to pay the premiums in full, PCAA will have to pay a higher rate of interest on the funds, and the payment of the premiums would be in a single, lump sum payment, which would result in an extremely disadvantageous cash drain on PCAA's available financing. PCAA wants to finance the majority of the payment of the premiums for the Premium Finance Policies and thereby pay for and maintain its insurance. PCAA doesn't believe that any unsecured credit is available to finance the payment of the Premium Finance Policies. The premium finance agreement for the Premium Finance Policies provides for a cash down payment of $121,089 to the insurer or its agent plus an amount financed of $428,962 at an annual percentage rate of 4.25% in 10 monthly payments in the amount of $43,736, resulting in a total financing charge to PCAA of $8,400. The first monthly payment under the premium financing agreement is due on March 1, 2010, and the subsequent payments are due on or about the first of each succeeding month. The Debtors will grant Flatiron a priority security interest in all unearned or returned premiums that may become payable under the policies identified in the financing agreement. Essington, Pennsylvania-based PCAA Parent, LLC, runs the largest domestic off-site airport parking business, operating 31 off-site airport parking facilities comprising over 40,000 parking spaces near 20 major airports across the U.S. The Company owns or leases its off-airport parking facilities in, among other states, California, Arizona, Colorado, Texas, Georgia, Tennessee, Pennsylvania, Connecticut, New York, New Jersey, and Illinois. The Company filed for Chapter 11 bankruptcy protection on January 28, 2010 (Bankr. D. Del. Case No. 10-10250). John Henry Knight, Esq.; Lee E. Kaufman, Esq.; and Mark D. Collins, Esq.; and Zachary I. Shapiro, Esq., at Richards, Layton & Finger, P.A., assist the Company in its restructuring effort. The Company listed $50,000,001 to $100,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. The Company's affiliates -- PCAA Chicago, LLC; Parking Company of America Airports, LLC; PCA Airports, Ltd.; PCAA GP, LLC; Parking Company of America Airports Phoenix, LLC; RCL Properties, LLC; PCAA LP, LLC; PCAA Properties, LLC; Airport Parking Management, Inc.; PCAA SP-OK, LLC; PCAA SP, LLC; PCAA Oakland, LLC; and PCAA Missouri, LLC -- filed separate Chapter 11 bankruptcy petitions. PECAN PARK: Steps Into Bankruptcy with $12.4 Million Debts ---------------------------------------------------------- Jacob Dirr at Austin Business Journal relates that Pecan Park Professional Plaza is part of a Chapter 11 bankruptcy filed by Pecan Park LLC in January 2010. The Company has $17,000 in assets and $12.4 million in debts mostly to Wells Fargo. Pecan Park Professional Plaza is a 32,000 square foot condominium. READER'S DIGEST: Wants Plan Exclusivity Until April 22 ------------------------------------------------------ The Reader's Digest Association, Inc., and certain of its affiliates ask Judge Drain of the U.S. Bankruptcy Court for the Southern District of New York to extend their exclusive right to: (a) file a Chapter 11 plan or reorganization through and including April 22, 2010; and (b) solicit votes for that Plan through and including June 22, 2010, without prejudice to their right to seek additional extensions for cause shown. James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New York, relates that the request is precautionary, insofar as the Court confirmed the Debtors' Plan on January 19, 2010, and they anticipate that the effective date for the Plan will occur no later than February 28, 2010. Nevertheless, Mr. Sprayregen asserts, because the present Exclusive Filing Period expires on February 22, 2010, prudence dictates seeking an extension of the Exclusive Periods in the event additional time is needed to consummate the Plan. As a result, the Debtors are asking a modest two-month extension of their Exclusive Periods. The Debtors believe that cause exists to extend the Exclusive Periods. Within approximately five months since commencing their Chapter 11 cases, the Debtors have: (a) made significant good-faith progress on important procedural, financial and operational initiatives; (b) confirmed a Chapter 11 plan that effects a highly complicated de-leveraging transaction, including the elimination of approximately $1.6 billion of debt; (c) successfully solicited orders on the issuance of new securities that will allow the Debtors to refinance their exit debt and save approximately $30 million in annual interest expense; and (d) prepared to emerge from Chapter 11 with a significantly de-levered capital structure and the enhanced ability to achieve further growth. "Put simply, the record of these [C]hapter 11 cases to date demonstrates a modest extension of the Exclusive Periods is warranted to accommodate the brief delay to emergence," Mr. Sprayregen tells Judge Drain. Mr. Sprayregen relates that since the Petition Date, the Debtors have worked diligently to simultaneously address several operational and other restructuring objectives within the timetable imposed by their Restructuring Support Agreement, including (i) the sale of the CompassLearning, Inc. business, (ii) assumption and rejection of certain executory contracts and unexpired leases, and (iii) the planned relocation of their corporate headquarters. In connection with the Chapter 11 cases and concurrently with the hearing to consider confirmation of the Plan, the Debtors also sought and obtained the Court's authority to enter into a settlement to resolve certain liabilities, estimated as of March 31, 2009, to be approximately GBP109.0 million or approximately $177 million, related to a defined benefit pension scheme sponsored by RDA UK, a non-debtor foreign subsidiary. An express condition precedent to the effectiveness of the UK Pension Settlement is the consent of the UK Pensions Regulator and, more specifically, that the Regulator agrees to provide "clearance" for the transaction, which means that the Regulator agrees that it will not exercise its power to issue notices for financial support against other group companies in connection with the proposed settlement. Although the Debtors reasonably believed that the Regulator's interests would be aligned with the UK Trustee and the Board of the Pension Protection Fund, on January 27, 2010, the Regulator notified RDA UK that it would not consent to the proposed settlement and that the application for "clearance" with respect to the proposed settlement had been denied. In light of the unanticipated response by the Regulator, the Debtors, in consultation with their senior secured lenders, have determined that it is appropriate and in the best interests of the bankruptcy estates to briefly delay emergence from the Chapter 11 cases to address matters related to the UK Pension Settlement. The Debtors' senior secured lenders will be the new equity owners of the Reorganized Debtors. The Debtors have also sought and obtained the Court's authority to provide limited funding to the UK business to cover the costs and expenses necessary to assist the foreign unit in pursuing its options under UK insolvency law. The Court will commence a hearing on February 24, 2010, to consider the Debtors' request. Objections are due February 19. About The Reader's Digest Association RDA is a global multi-brand media and marketing company that educates, entertains and connects audiences around the world. The company builds multi-platform communities based on branded content. With offices in 44 countries, it markets books, magazines, and music, video and educational products reaching a customer base of 130 million in 78 countries. It publishes 94 magazines, including 50 editions of Reader's Digest, the world's largest-circulation magazine, operates 65 branded Web sites generating 22 million unique visitors per month, and sells 40 million books, music and video products across the world each year. Its global headquarters are in Pleasantville, N.Y. Reader's Digest said that as of June 30, 2009, it had total assets of US$2.2 billion against total debts of US$3.4 billion. Reader's Digest, together with its 47 affiliates, filed for Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529). Kirkland & Ellis LLP has been engaged as general restructuring counsel. Mallet-Prevost, Colt & Mosle LLP has been tapped as conflicts counsel. Ernst & Young LLP is auditor. Miller Buckfire & Co, LLC, is financial advisor. AlixPartners, LLC, is restructuring consultant. Kurtzman Carson Consultants is notice and claims agent. The Official Committee of Unsecured Creditors is tapping BDO Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as investment banker and Otterbourg, Steindler, Houston & Rosen, P.C., as counsel. Bankruptcy Creditors' Service, Inc., publishes Reader's Digest Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Reader's Digest and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) RENAISSANT LAFAYETTE: U.S. Trustee Forms 3-Member Creditors Panel ----------------------------------------------------------------- William T. Neary, the U.S. Trustee for Region 11, appointed three members to the official committee of unsecured creditors in the Chapter 11 case of Renaissant Lafayette LLC. The Creditors Committee members are: 1. American Millwork & Hardware c/o Mr. Steve Hogaboom 4505 West Woolworth Avenue Milwaukee, WI 53218-1414 Tel: (414) 375-1133 Fax: (414) 358-0533 2. Lippert Tile Co., Inc. c/o Mr. Les Lippert N89 W14260 Patrita Drive Menomonee Falls, WI 53051-2355 Tel: (262) 437-9300 Fax: (262) 437-9695 3. Lagina Plumbing Inc. c/o Mr. James Lagina 3618 West Pierce Street Milwaukee, WI 53215-1055 Tel: (414) 645-7527 Fax: (414) 645-4025 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also Attnempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. Oak Brook, Illinois-based Renaissant Lafayette LLC is the owner of a 280-unit luxury condominium development in Milwaukee named Park Lafayette. The project is at the intersection of North Prospect Avenue and Lafayette Place in Milwaukee. So far, 39 units were sold. The Company filed for Chapter 11 bankruptcy protection on December 23, 2009 (Bankr. E.D. Wis. Case No. 09-38166). Forrest B. Lammiman, Esq., at Meltzer, Purtill & Stelle LLC, assists the Company in its restructuring effort. The Company listed $50,000,001 to $100,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. SMURFIT-STONE: Applies for Nod of $650 Mil. ABL Revolving Facility ------------------------------------------------------------------ Smurfit-Stone Container Corp. and its units ask the Court for authority to: (a) enter into a $650,000,000: * Senior Secured ABL Facility Commitment Letter with Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., certain other financial institutions that will also act in a capacity as lead arrangers and certain other financial institutions; * Senior Secured ABL Facility Agent Fee Letter with certain of the Agents; and * Senior Secured ABL Facility Joint Fee Letter with certain of the Agents; (b) pay certain fees and expenses set in the terms and conditions of, the ABL Facility Commitment Documents; (c) furnish certain indemnities set in the terms and conditions of, the ABL Facility Commitment Documents; and (d) file under seal the Agent Fee Letter and the Joint Fee Letter. As previously reported, the Court authorized the Debtors to enter into an Engagement and Arrangement Letter and Arrangement Fee Letter with respect to a $1,200,000,000 term loan facility. The Debtors have negotiated definitive documentation for the Term Loan Facility and have sought authority to enter into the Term Loan Facility and approval of the related credit facility documents in a separate request. James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois, relates that entry into the ABL Facility Commitment Documents constitutes the first step in arranging the Debtors' contemplated $650,000,000 exit revolving loan facility. The Debtors have long known that exit financing would be required to implement a plan of reorganization, Mr. Conlan says. Accordingly, he notes that the Debtors maintained ongoing relationships with numerous financial institutions and completed numerous analyses as to the likely amount and structure of an exit financing. After examining their options, and in consultation with their financial advisors, Lazard Freres & Co. LLC, the Debtors selected the Agents to arrange the financing under the ABL Facility. Terms of the ABL Facility Commitment Documents The Commitment Letter contains various provisions related to the indemnification, fees and expenses, and termination of the Debtors' engagement of the Agents. The Lead Arrangers plan and reserve the right to arrange a syndicate of banks, financial institutions and other lenders identified by the Lead Arrangers in consultation with the Debtors pursuant to a syndication to be managed exclusively by the Lead Arrangers in consultation with the Debtors to provide the ABL Facility. The Lead Arrangers additionally reserve the right to syndicate all or a portion of the initial lenders' commitments with respect to the ABL Facility to a group of lenders identified by the Agents in consultation with and acceptable to the Debtors. All aspects of the syndication of the ABL Facility, including, but not limited to, timing, potential syndicate members to be approached, titles, allocations and division of fees to the potential syndicate members will be determined by the Lead Arrangers in consultation with the Debtors. Each Agent's agreements with respect to the ABL Facility will automatically terminate, unless each of the parties thereto, in their sole discretion, agree to an extension, on the first to occur of (i) 5:00 p.m., New York City time, on March 15, 2010, if the Debtors have not obtained by that time and date, all the approvals required with respect to the enforceability of the terms and conditions of the Commitment Letter, the Agent Fee Letter, and the Joint Fee Letter from the Bankruptcy Court, (ii) April 30, 2010, if the Closing Date has not occurred by the date, or (iii) July 16, 2010, if the Funding Date has not occurred by that date. Mr. Conlan notes that the Commitment Letter makes reference to the Term Sheet attached to the Commitment Letter which sets the terms and conditions for the ABL Facility. He tells the Court that the final terms and conditions of the ABL Facility will be included in a comprehensive new credit agreement that is expected to be agreed upon between the Debtors and the Agents. A copy of the Commitment Letter is available for free at: http://bankrupt.com/misc/SmrftCommitmentLetter.pdf About Smurfit-Stone Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/-- is one of the leading integrated manufacturers of paperboard and paper-based packaging in North America and one of the world's largest paper recyclers. The Company operates 162 manufacturing facilities that are primarily located in the United States and Canada. The Company also owns roughly one million acres of timberland in Canada and operates wood harvesting facilities in Canada and the United States. The Company employs roughly 21,250 employees, 17,400 of which are based in the United States. For the quarterly period ended September 30, 2008, the Company reported roughly US$7.450 billion in total assets and US$5.582 billion in total liabilities on a consolidated basis. Smurfit-Stone and its U.S. and Canadian subsidiaries filed for Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead Case No. 09-10235). Certain of the company's affiliates, including Smurfit-Stone Container Canada Inc., a wholly owned subsidiary of SSCE, and certain of its affiliates, filed to reorganize under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Canada. Smurfit-Stone joined pulp- and paper-related bankruptcies as rising Internet use hurts magazines and newspapers. Corporacion Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy in October. Quebecor World Inc., a magazine printer and Pope & Talbot Inc., a pulp-mill operator, also sought cross-border bankruptcies for their operations in the U.S. and Canada. James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M. Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware, serve as the Debtors' bankruptcy counsel. PricewaterhouseCooper LLC, serves as the Debtors' financial and investment consultants. Lazard Freres & Co. LLC acts as the Debtors' investment bankers. Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and claims agent. Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Smurfit-Stone Container Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) SMURFIT-STONE: Calpine Corrugated Cash Use Extended to May 1 ------------------------------------------------------------ The Bankruptcy Court has extended Calpine Corrugated LLC's authority to use the cash collateral from January 30, 2010, to and including May 1, 2010, effective as of January 30, and in accordance with a new 13-week budget. A copy of the Budget is available for free at: http://bankrupt.com/misc/SmrftCC13wkBud.pdf About Smurfit-Stone Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/-- is one of the leading integrated manufacturers of paperboard and paper-based packaging in North America and one of the world's largest paper recyclers. The Company operates 162 manufacturing facilities that are primarily located in the United States and Canada. The Company also owns roughly one million acres of timberland in Canada and operates wood harvesting facilities in Canada and the United States. The Company employs roughly 21,250 employees, 17,400 of which are based in the United States. For the quarterly period ended September 30, 2008, the Company reported roughly US$7.450 billion in total assets and US$5.582 billion in total liabilities on a consolidated basis. Smurfit-Stone and its U.S. and Canadian subsidiaries filed for Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead Case No. 09-10235). Certain of the company's affiliates, including Smurfit-Stone Container Canada Inc., a wholly owned subsidiary of SSCE, and certain of its affiliates, filed to reorganize under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Canada. Smurfit-Stone joined pulp- and paper-related bankruptcies as rising Internet use hurts magazines and newspapers. Corporacion Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy in October. Quebecor World Inc., a magazine printer and Pope & Talbot Inc., a pulp-mill operator, also sought cross-border bankruptcies for their operations in the U.S. and Canada. James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M. Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware, serve as the Debtors' bankruptcy counsel. PricewaterhouseCooper LLC, serves as the Debtors' financial and investment consultants. Lazard Freres & Co. LLC acts as the Debtors' investment bankers. Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and claims agent. Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Smurfit-Stone Container Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) SMURFIT-STONE: Fine Tunes Plan & Disclosure Statement ----------------------------------------------------- Smurfit-Stone Container Corp. and its units submitted proposed revisions to their Chapter 11 Plan of Reorganization and Disclosure Statement describing the Plan in order to address certain objections made against the Disclosure Statement, which generally asserted that the Disclosure Statement does not contain "adequate information." The proposed amendment to the Disclosure Statement, include the addition of these documents and exhibits: * chart of the Debtors' post emergence organizational structure; and * Lazard Freres &Co. LLC's liquidation and valuation analysis of the Debtors' enterprise based on their September 2009 balance sheet. In addition, the Debtors added sections to the Disclosure Statement which provide information regarding: -- exit facilities of the Reorganized Debtors and the approval of an exit term loan facility request made by the Debtors on January 2, 2010; -- plant closures in Ontonagon, Michigan and Missoula, Montana; -- 7.375% Notes Due 2014 and Related Claims and Pleadings; and -- the resolution of the objections made by certain parties to the Disclosure Statement. Subsequently, the Disclosure Statement was approved by the Court as containing "adequate information" to enable holders of claims against the Debtors to make an informed judgment as to whether to accept or reject the Plan, and authorized its use in connection with the solicitation of votes with respect to the Plan. On February 4, 2010, the Debtors submitted the latest versions of the Plan and Disclosure Statement for use in soliciting for votes on the Plan. The Debtors relate that no solicitation of votes may be made except pursuant to the latest Disclosure Statement and Section 1125 of the Bankruptcy Code. In addition, they note that in voting on the Plan, Holders of Claims should not rely on any information relating to the Debtors and their businesses, other than the information contained in the latest Disclosure Statement, the Plan, and all related exhibits and appendices. A copy of the latest version of the Disclosure Statement is available for free at: http://bankrupt.com/misc/SmrftLtstDS.pdf Aside from the Plan, the latest Disclosure Statement contains these documents as exhibits: * a chart of the U.S. and Cross-Border Debtors: http://bankrupt.com/misc/SmurfDebtorsChart.pdf * reorganized Smurfit-Stone Container Corporation post- emergence charts: http://bankrupt.com/misc/SmrfRorgSChrt.pdf * a financial projection which assumes March 31, 2010 as the Plan effective date: http://bankrupt.com/misc/SmrfFinProj.pdf * a liquidation analysis: http://bankrupt.com/misc/SmrftLLiqAnal.pdf * SSCC's quarterly report for the quarter ended September 30, 2009: http://bankrupt.com/misc/SmrftSep10Q.pdf A copy of the latest version of the Plan is available for free at: http://bankrupt.com/misc/SmrftLtstPlan.pdf About Smurfit-Stone Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/-- is one of the leading integrated manufacturers of paperboard and paper-based packaging in North America and one of the world's largest paper recyclers. The Company operates 162 manufacturing facilities that are primarily located in the United States and Canada. The Company also owns roughly one million acres of timberland in Canada and operates wood harvesting facilities in Canada and the United States. The Company employs roughly 21,250 employees, 17,400 of which are based in the United States. For the quarterly period ended September 30, 2008, the Company reported roughly US$7.450 billion in total assets and US$5.582 billion in total liabilities on a consolidated basis. Smurfit-Stone and its U.S. and Canadian subsidiaries filed for Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead Case No. 09-10235). Certain of the company's affiliates, including Smurfit-Stone Container Canada Inc., a wholly owned subsidiary of SSCE, and certain of its affiliates, filed to reorganize under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Canada. Smurfit-Stone joined pulp- and paper-related bankruptcies as rising Internet use hurts magazines and newspapers. Corporacion Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy in October. Quebecor World Inc., a magazine printer and Pope & Talbot Inc., a pulp-mill operator, also sought cross-border bankruptcies for their operations in the U.S. and Canada. James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M. Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware, serve as the Debtors' bankruptcy counsel. PricewaterhouseCooper LLC, serves as the Debtors' financial and investment consultants. Lazard Freres & Co. LLC acts as the Debtors' investment bankers. Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and claims agent. Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Smurfit-Stone Container Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) SMURFIT-STONE: Proposes $1.2 Bil. Exit Financing Deal ----------------------------------------------------- Smurfit-Stone Container Corp. and its units previously sought and obtained authority from the Court to enter into an exit term loan facility engagement and arrangement letter and fee letter with JPMorgan Chase Bank, N.A., J.P. Morgan Securities, Inc., Deutsche Bank Securities Inc. and Banc of America Securities LLC, which constituted the first step in arranging the Debtors' contemplated $1,200,000,000 Term Loan Facility. In their Term Loan Arrangement Motion, the Debtors stated that once the Term Loan Arrangement Documents were executed and approved, the Arrangement Parties and Debtors would seek commitments from prospective lenders in respect of the Term Loan Facility and would negotiate definitive documentation for the Term Loan Facility. The Debtors further stated that they would separately seek the Court's authority to enter into a definitive credit agreement in respect of the Term Loan Facility. According to James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois, the Arrangement Parties have used commercially reasonable efforts to structure, arrange and syndicate the $1,200,000,000 Term Loan Facility and assisted the Debtors in obtaining commitments from lenders. He adds that the Arrangement Parties scheduled a meeting with the Debtors' representatives and prospective lenders in New York City on January 13, 2010, to discuss with the prospective lenders information regarding the Debtors and the terms and conditions of the proposed Term Loan Facility and to respond to any questions of the prospective lenders. Mr. Conlan says that upon the execution of the Term Loan Arrangement Documents, the Debtors and the Arrangement Parties have negotiated a comprehensive credit agreement in good faith based on the term and conditions provided for in the term sheet. The Credit Agreement provides for the $1,200,000,000 Term Loan Facility that the Debtors will use, together with cash on hand, (i) to satisfy certain claims against the Debtors pursuant to the Plan and (ii) for general corporate purposes and working capital needs. In a subsequent request, the Debtors ask the Court for authority to enter into a Senior Secured Term Loan Exit Facility with JPMorgan Chase, as administrative agent, J.P. Morgan Securities, DBSI and Banc of America as joint bookrunners and co-Lead arrangers, DBSI as syndication agent, BAS as documentation agent, and other lenders party thereto. In addition, the Debtors ask the Court to approve as an administrative expense claim against Smurfit-Stone Container Enterprises, Inc. any indemnification, cost reimbursement and fee obligations accruing or payable on or prior to the date upon which all conditions specified in the Credit Agreement are satisfied or the "Funding Date". Mr. Conlan points out that a key element of the restructuring contemplated by the Debtors' Joint Chapter 11 Plan of Reorganization is the availability of exit financing that provides sufficient funding for the Debtors to meet their cash obligations under the Plan and for the reorganized Debtors to have sufficient working capital for their business operations and general corporate purposes. The Credit Agreement will become effective after its approval by the Court and execution by relevant parties. However, the obligations of the lenders to make the loans described in the Credit Agreement will not be effective until the "Funding Date", which is the date upon which all of the conditions specified in a certain section of the Credit Agreement are satisfied and is anticipated to be the effective date of the Plan. The Credit Agreement provides that the Debtors will pay JPMCB, as administrative agent, and for the account of each of the lenders, (i) a participation fee which will be earned on the Closing Date and payable on the Funding Date and (ii) a fee payable on the Funding Date, in addition to the fees payable to the Arrangement Parties as set forth in the Term Loan Arrangement Motion and approved in the Term Loan Arrangement Order and an administrative agency fee. If the Funding Date does not occur within five months after the Closing Date, the lenders' commitment to provide loans under the Term Loan Facility will terminate; however, the Debtors will still be obligated to pay the Participation Fees and the Arrangement Fees earned on the Closing Date. Likewise, if SSCE, as borrower under the Term Loan Facility, terminates the commitments of the lenders prior to the Funding Date, the Debtors will still be obligated to pay the Participation Fees and Arrangement Fees earned on the Closing Date. The Credit Agreement further provides that any fees, expenses, indemnities or other amounts accruing or payable on or prior to the Funding Date will be treated as administrative expense claims against SSCE, as the borrower under the Term Loan Facility. The estimated aggregate amount of fees and expenses payable by the Debtors in connection with the Term Loan Exit Facility is approximately $39,000,000 to $40,500,000, which includes fees and expenses in respect of (i) the Participation Fees, (ii) the Arrangement Fees, (iii) an administrative agency fee, (iv) counsel for the Arrangers and for the Debtors, (v) financial advisors for the Debtors, (vi) out-of-pocket costs for the Arrangers, (vii) Intra-Links and (viii) other miscellaneous expenses. The term loans made under the Term Facility will be repayable in equal quarterly installments of 25 basis points beginning September 30, 2010, for five years and nine months in an aggregate amount equal to one-percent annually of its original principal amount, with the balance payable at maturity. The Term Loan Commitments will terminate if the Funding Date has not occurred on or prior to the date that is five months after the Closing Date. Interest on the loans will accrue on a per annum basis, at the option of the company, at (i) the LIBOR rate for the applicable interest period, subject to a two-percent floor, plus five- percent or (ii) the ABR plus four-percent. The Term Loans will be secured by (a) a first priority lien on substantially all assets of SSCE and its material U.S. subsidiaries and a pledge of capital stock of all material subsidiaries and (b) a second priority lien on the accounts receivable, inventory and related assets of SSCE and its material U.S. subsidiaries. Mr. Conlan asserts that exit financing is necessary to finance the Debtors' obligations under the Plan and to provide them with essential funding for their emergence from Chapter 11. He adds that rather than bear the risk of an adverse change in the financial markets or the occurrence of other circumstances that might create obstacles to their emergence from Chapter 11, the Debtors sought to secure the necessary exit financing commitments as promptly as possible, and therefore seek to enter into the Term Loan Facility and Credit Agreement at this time. A copy of the Credit Agreement is available for free at: http://bankrupt.com/misc/SmrftCredAgrmt.pdf About Smurfit-Stone Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/-- is one of the leading integrated manufacturers of paperboard and paper-based packaging in North America and one of the world's largest paper recyclers. The Company operates 162 manufacturing facilities that are primarily located in the United States and Canada. The Company also owns roughly one million acres of timberland in Canada and operates wood harvesting facilities in Canada and the United States. The Company employs roughly 21,250 employees, 17,400 of which are based in the United States. For the quarterly period ended September 30, 2008, the Company reported roughly US$7.450 billion in total assets and US$5.582 billion in total liabilities on a consolidated basis. Smurfit-Stone and its U.S. and Canadian subsidiaries filed for Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead Case No. 09-10235). Certain of the company's affiliates, including Smurfit-Stone Container Canada Inc., a wholly owned subsidiary of SSCE, and certain of its affiliates, filed to reorganize under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Canada. Smurfit-Stone joined pulp- and paper-related bankruptcies as rising Internet use hurts magazines and newspapers. Corporacion Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy in October. Quebecor World Inc., a magazine printer and Pope & Talbot Inc., a pulp-mill operator, also sought cross-border bankruptcies for their operations in the U.S. and Canada. James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M. Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware, serve as the Debtors' bankruptcy counsel. PricewaterhouseCooper LLC, serves as the Debtors' financial and investment consultants. Lazard Freres & Co. LLC acts as the Debtors' investment bankers. Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and claims agent. Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Smurfit-Stone Container Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) SPANSION INC: Plan Confirmation Hearing Postponed to Feb. 24 ------------------------------------------------------------ Spansion Inc. has pushed the plan confirmation hearing by 12 days to Feb. 24. Bill Rochelle at Bloomberg News notes that the holders of exchangeable debentures voted against the Plan, meaning that Spansion must use the so-called cramdown process to win approval from the judge. Unsecured creditors voted over 80% percent in favor of the plan even though the official unsecured creditors' committee urged its constituency to vote against the plan. Spansion's reorganization plan contemplates full payment to the holders of $625 million in floating rate notes by giving them $158 million cash, $238 million in new notes, and $238 million in new convertible notes. Unsecured creditors are to split up some 46.3 million shares of stock. The unsecured claim pool is made up of $251 million in senior notes, $208 million in exchangeable debentures, and claims of general unsecured creditors ranging between $440 million and $841 million. The Disclosure Statement anticipates that unsecured creditors will recover between 31% and 45% from the stock. The $7 million secured credit facility is to be paid in full. 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) SPECTRUM BRANDS: Harbinger Master Fund Owns 28.43% of Common Stock ------------------------------------------------------------------ Harbinger Capital Partners Master Fund I, Ltd., and its related entities have filed with the Securities and Exchange Commission an amendment its Schedule 13D originally filed September 8, 2009. The CUSIP number of the Common Stock is 84762L204. Harbinger Capital Master Fund I, Ltd., et al., disclosed that they may be deemed to beneficially own shares of Spectrum Brands Inc.'s common stock: Shares Beneficially Company Owned Percentage ------- ------------ ---------- Harbinger Capital Partners Master Fund I, Ltd. 8,708,253 28.43% Harbinger Capital Partners LLC 8,708,253 28.43% Harbinger Capital Partners Special Situations Fund, L.P. 1,891,716 6.18% Harbinger Capital Partners Special Situations Fund GP, LLC 1,891,716 6.18% Global Opportunities Breakaway Ltd. 1,453,850 4.75% Harbinger Capital Partners II LP 1,453,850 4.75% Harbinger Capital Partners II GP LLC 1,453,850 4.75% Harbinger Holdings, LLC 10,599,969 34.61% Philip Falcone 12,053,819 39.35% Percentage ownerships of shares in this Schedule 13D are based upon the 30,629,213 shares stated to be outstanding as of February 8, 2010, by Spectrum Brnad in its quarterly report on Form 10-Q for the quarter which ended January 3, 2010. A full-text copy of Harbinger Master Fund's amended Schedule 13D is available for free at http://researcharchives.com/t/s?52ef About Spectrum Brands Headquartered in Atlanta, Georgia, Spectrum Brands, Inc. (OTC: SPEB) -- http://www.spectrumbrands.com./-- is a global consumer products company and a leading supplier of batteries, shaving and grooming products, personal care products, specialty pet supplies, lawn & garden and home pest control products, personal insect repellents and portable lighting. Its brand portfolio includes Rayovac(R), Remington(R), Varta(R), Tetra(R), Marineland(), Nature's Miracle(R), Dingo(R), 8-in-1(R), Spectracide(R), Cutter(R), Repel(R), and HotShot(R). On February 9, 2010, the Company signed a merger agreement with Russell Hobbs, Inc. The consummation of the merger is anticipated to occur by the end of the third or fourth quarter of Spectrum Brands' fiscal year 2010. * * * As reported in the TCR on February 12, 2010, Moody's Investors Service placed the ratings of Spectrum Brands on review for possible upgrade following its recent announcement that it had signed a definitive merger agreement with Russell Hobbs, Inc. These ratings are placed under review: * Corporate family rating at B3; * Probability of default rating at B3; * $1.3 billion senior secured term loan due June 2012 at B3 (LGD 3, 49%); * $218 senior subordinated notes due 2013 at Caa2 (LGD 6, 92%); and * The LGD assessments are not on review, but are subject to change. The last rating action was on October 6, 2009, when Moody's assigned a B3 CFR and PDR with a stable outlook. SPHERIS INC: Gets Court Nod to Hire Garden City as Claims Agent --------------------------------------------------------------- Spheris Inc., et al., sought and obtained permission from the Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware to employ The Garden City Group, Inc., as notice, claims and balloting agent. GCG will, among other things: a. prepare and serve required notices in the Debtors' Chapter 11 cases; b. receive and record proofs of claim and proofs of interest filed, and create and maintain official claims registers; c. act as balloting agent; and d. provide access to the public for examination of copies of the proofs of claim or interest without charge during regular business hours. GCG will be compensated based on its agreement with the Debtors. A copy the agreement is available for free at: http://bankrupt.com/misc/SPHERIS_gcgpact.pdf Jeffrey S. Stein, vice president of GCG, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Franklin, Tennessee-based Spheris Inc. -- http://www.spheris.com/ -- dba Spheris Holdings, LLC; dba Spheris Holding Inc.; and dba Total eMed, Inc., is a global provider of clinical documentation technology and services to more than 500 health systems, hospitals and group practices throughout the U.S. Founded by doctors, Spheris solutions address the needs of practitioners, health information directors, IT directors and administrators. The Company filed for Chapter 11 bankruptcy protection on February 3, 2010 (Bankr. D. Del. Case No. 10-10352). The Company listed $50,000,001 to $100,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. The Company's affiliates -- Spheris Canada Inc.; Spheris Holding II, Inc.; Spheris Leasing LLC; Spheris Operations LLC; and Vianeta Communications -- filed separate Chapter 11 petitions. SPHERIS INC: DIP Financing, Cash Collateral Use Get Interim OK -------------------------------------------------------------- Spheris Inc., et al., sought and obtained interim authorization from the Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware to obtain postpetition secured financing from a syndicate of lenders led by Cratos Capital Management LLC as administrative agent and and Ableco, L.L.C., as collateral agent, and to use cash collateral. Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, and Michael J. Kelly, Esq., at Willkie Farr & Gallagher LLP, explain that the Debtors need the money to fund their Chapter 11 case, pay suppliers and other parties. A group of lenders have committed to provide up to $7,500,000 in principal amount of postpetition financing on an interim basis and, thereafter, an additional $7,500,000 on a final basis. The DIP facility will mature on May 4, 2010. Each loan will incur interest at: (a) if the relevant loan is a LIBOR Rate Loan, at a rate per annum equal to the LIBOR Rate plus the Applicable LIBOR Margin, and (b) otherwise, at a rate per annum equal to the Reference Rate plus the Applicable Reference Rate Margin. In lieu of having interest charged at the rate based upon the Reference Rate, the Debtors will have the option to have interest on all or a portion of the loans be charged at a rate of interest based upon the LIBOR Rate. At an event of default, the Debtors will no longer have the option to request that the loans bear interest at the LIBOR Rate and Administrative Agent will have the right to convert the interest rate on all outstanding LIBOR Rate Loans to the rate then applicable to Reference Rate Loans hereunder. Upon occurrence of an event of default, the principal of, and all accrued and unpaid interest on all loans, fees, indemnities, or any other obligations of the loan parties under the DIP Agreement and the other loan documents will bear interest, from the date of the start of the event of default until the date that the event of default is cured or waived in writing in accordance herewith, at a rate of interest per annum equal to the rate of interest otherwise in effect from time to time pursuant to the terms of the DIP Agreement plus 2.0 percentage points, or, if a rate of interest is not otherwise in effect, interest at the highest rate specified in the DIP Agreement for any loan prior to the event of default plus 2.0 percentage points. The Debtors will grant security interests, liens and superpriority claims and limited consensual priming liens to the Agents and Lenders to secure all obligations of the Debtors in respect of the DIP Facility. The DIP lien is subject to a carve-out for the U.S. Trustee and Clerk of Court fees; up to $500,000 earmarked solely for the payment of a transaction fee to Jefferies & Company, Inc., pursuant to its engagement letter, dated as of February 9, 2009 (as amended on September 30, 2009), with the loan parties to the extent that the fee is paid upon the consummation of a sale the terms and conditions of which are approved by the Agents; and (iv) $1,600,000 in respect of Carve-Out Expenses for professionals other than Jefferies & Company, Inc. The Debtors are required to pay: (i) on the interim facility effective date, a non-refundable commitment fee equal to $300,000; (ii) from and after the interim facility effective date and until the final maturity date, an unused line fee to the Administrative Agent in accordance with their Pro Rata Shares, which will accrue at the rate per annum of 0.75% on the excess, if any, of the total commitment over the sum of the average principal amount of loans outstanding from time to time and will be payable monthly in arrears on the first day of each month commencing on March 1, 2010; and (iii) from and after the interim facility effective date and until the later of the final maturity date and the date on which obligations are paid in full, a loan serving fee equal to $10,000 per month to the Administrative Agent, payable on the interim facility effective date and monthly in advance thereafter on the first day of each calendar quarter commencing on March 1, 2010. Any prepayment made will be accompanied by the payment of accrued interest on the principal amount being prepaid to the date of prepayment, and if the prepayment would reduce the amount of the outstanding loans to zero at a time when the total commitment has been terminated, the prepayment will be accompanied by the payment of fees accrued to the date of the DIP agreement, as addressed above in the summary of fees. The loan documents provide that the obligations of the loan parties will constitute allowed administrative expenses in the Chapter 11 cases. A copy of the DIP financing agreement is available for free at: http://bankrupt.com/misc/SPHEIRS_dipfinancingpact.pdf Messrs. Brady and Kelly say that the Debtors will also use the Cash Collateral to provide additional liquidity. The Debtors will grant the prepetition lenders (i) superpriority claim having priority over all administrative expenses, subject and subordinate only to the Carve-Out Expenses and the claims under the DIP Facility; (ii) replacement liens on substantially all property and assets of the Debtors, subject only to the Carve- Out Expenses, the Liens, and any valid, perfected, enforceable and unavoidable liens; and (iii) payment of reasonable costs and expenses of the prepetition lenders. The Court has set a final hearing for February 19, 2010, on the Debtors' request to obtain DIP financing and use cash collateral. The Agents are represented by Schulte Roth & Zabel LLP and Landis Rath & Cobb LLP. About Spheris Franklin, Tennessee-based Spheris Inc. -- http://www.spheris.com/ -- dba Spheris Holdings, LLC; dba Spheris Holding Inc.; and dba Total eMed, Inc., is a global provider of clinical documentation technology and services to more than 500 health systems, hospitals and group practices throughout the U.S. Founded by doctors, Spheris solutions address the needs of practitioners, health information directors, IT directors and administrators. The Company filed for Chapter 11 bankruptcy protection on February 3, 2010 (Bankr. D. Delaware Case No. 10-10352). The Company listed $50,000,001 to $100,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. The Company's affiliates -- Spheris Canada Inc.; Spheris Holding II, Inc.; Spheris Leasing LLC; Spheris Operations LLC; and Vianeta Communications -- filed separate Chapter 11 petitions. SPHERIS INC: Wants to Hire Willkie Farr as Co-Counsel ----------------------------------------------------- Spheris Inc., et al., have asked for permission from the U.S. Bankruptcy Court for the District of Delaware to employ Willkie Farr & Gallagher LLP as co-counsel. WF&G will, among other things: a. provide the Debtors with advice, represent the Debtors, and prepare necessary documents on behalf of the Debtors, in the areas of bankruptcy law, corporate finance, employee benefits, and tax, as well as with regard to commercial litigation, debt restructuring, and asset dispositions; b. take necessary actions to protect and preserve each of the Debtors' estates during the pendency of the Chapter 11 cases, including the prosecution of actions by the Debtors, the defense of actions commenced against the Debtors, negotiations concerning litigation in which the Debtors are involved, and the objection to claims filed against the estates; c. prepare necessary motions, applications, answers, orders, reports, and papers in connection with the administration of the Chapter 11 cases; and d. counsel the Debtors with regard to their rights and obligations as debtors-in-possession. Michael J. Kelly, a member of WF&G, says that the firm will be paid based on the hourly rates of its personnel: Attorneys $290-$995 Paralegals $110-$280 Mr. Kelly assures the Court that WF&G is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. The Debtors have applied or will apply to the Court to retain Young Conaway Stargatt & Taylor, LLP as co-counsel; Capstone Advisory Group, LLC, to provide Robert Butler to act as Chief Restructuring Officer of the Debtors and additional personnel; Jefferies & Company, Inc., as financial advisor; Deloitte Tax LLP as tax advisor; The Garden City Group, Inc., as notice, claims, and balloting agent; Ernst & Young LLP as auditor; and Bass, Berry and Sims PLC as special counsel. The Debtors' members, partners, and/or directors, as applicable, and the Debtors' senior management are committed to minimizing duplication of services in order to reduce professional costs, among other things. WF&G is prepared to work closely with each professional to ensure that there is no unnecessary duplication of effort or cost. Franklin, Tennessee-based Spheris Inc. -- http://www.spheris.com/ -- dba Spheris Holdings, LLC; dba Spheris Holding Inc.; and dba Total eMed, Inc., is a global provider of clinical documentation technology and services to more than 500 health systems, hospitals and group practices throughout the U.S. Founded by doctors, Spheris solutions address the needs of practitioners, health information directors, IT directors and administrators. The Company filed for Chapter 11 bankruptcy protection on February 3, 2010 (Bankr. D. Del. Case No. 10-10352). The Company listed $50,000,001 to $100,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. The Company's affiliates -- Spheris Canada Inc.; Spheris Holding II, Inc.; Spheris Leasing LLC; Spheris Operations LLC; and Vianeta Communications -- filed separate Chapter 11 petitions. SPHERIS INC: Wants Robert Butler as Chief Restructuring Officer --------------------------------------------------------------- Spheris Inc., et al., have sought permission from the U.S. Bankruptcy Court for the District of Delaware to employ Robert L. Butler of the Capston Advisory Group, LLC, as chief restructuring officer. Pursuant to Capston's agreement with the Debtors, Mr. Butler, along with additional personnel, will, among other things provide these services: a. in consultation with management of the Debtors and subject to the approval of the Board of Directors of the Debtors, develop and implement a chosen course of action to preserve asset value and maximize recoveries to stakeholders; b. oversee the operations of the Debtors through the selected course of action; c. ascertain personnel, funding, and other resources and actions necessary to effectuate the chosen course of action; and d. enter into agreements on behalf of the Debtors and make payments on behalf of the Debtors, including, without limitation, payments under the agreement to the CRO and other personnel of Capstone acting as consultants of the Debtors hereunder and payments to other service providers in connection with the operations of the Debtors on the matters contemplated by the engagement. Capston will be paid based on the hourly rates of its personnel: CRO $575 Executive Directors $600-$760 Staff $275-$590 Support Staff $120-$275 Robert L. Butler, managing director of Capstone, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Franklin, Tennessee-based Spheris Inc. -- http://www.spheris.com/ -- dba Spheris Holdings, LLC; dba Spheris Holding Inc.; and dba Total eMed, Inc., is a global provider of clinical documentation technology and services to more than 500 health systems, hospitals and group practices throughout the U.S. Founded by doctors, Spheris solutions address the needs of practitioners, health information directors, IT directors and administrators. The Company filed for Chapter 11 bankruptcy protection on February 3, 2010 (Bankr. D. Del. Case No. 10-10352). The Company listed $50,000,001 to $100,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. The Company's affiliates -- Spheris Canada Inc.; Spheris Holding II, Inc.; Spheris Leasing LLC; Spheris Operations LLC; and Vianeta Communications -- filed separate Chapter 11 petitions. SUNRISE SENIOR: High Rise Capital Reports 3.5% Stake ---------------------------------------------------- High Rise Capital Advisors, LLC, and its affiliated entities disclosed that as of December 31, 2009, they may be deemed to beneficially own 1,779,965 shares or roughly 3.5% of the common stock of Sunrise Senior Living Inc. The affiliated entities are: * High Rise Partners II, L.P.; * High Rise Partners II (a), L.P.; * High Rise Institutional Partners, L.P.; * Cedar Bridge Realty Fund, L.P.; * Cedar Bridge Institutional Fund, L.P.; and * Bridge Realty Advisors, LLC High Rise Capital Advisors serves as the general partner of the High Rise Partnerships and as sole managing member of the CB General Partner with respect to shares of Common Stock directly owned by each of the Partnerships. Bridge Realty Advisors serves as the general partner to the Cedar Bridge Partnerships, with respect to shares of Common Stock directly owned by each of the Cedar Bridge Partnerships. David O'Connor serves as senior managing member of the General Partner with respect to shares of Common Stock owned by the Partnerships. Charles Fitzgerald serves as the managing member of the General Partner with respect to shares of Common Stock owned by the Partnerships. About Sunrise Senior Living Sunrise Senior Living -- http://www.sunriseseniorliving.com/-- a McLean, Va.-based company, employs approximately 40,000 people. As of November 18, 2009, Sunrise operated 382 communities in the United States, Canada, Germany and the United Kingdom, with a combined unit capacity of 40,175 units. Sunrise offers a full range of personalized senior living services, including independent living, assisted living, care for individuals with Alzheimer's and other forms of memory loss, as well as nursing and rehabilitative services. At September 30, 2009, the Company had total assets of $1.096 billion against total liabilities of $1.092 billion. At Sept. 30, 2009, Sunrise had a retained loss of $471.4 million and stockholders' deficit of $87,000. With non-controlling interest of $4.1 million, Sunrise had total equity of $4.0 million at September 30, 2009. Moreover, Sunrise's September 30 balance sheet showed strained liquidity: The company had $373.6 million in total current assets against $860.5 million in total current liabilities. SUNRISE SENIOR: The Klaassens Report 10.5% Equity Stake ------------------------------------------------------- Paul J. and Teresa M. Klaassen disclosed that as of December 31, 2009, they may be deemed to beneficially own in the aggregate 5,943,852 shares or roughly 10.5% of the common stock of Sunrise Senior Living Inc. The stake consists of (i) 5,071,494 shares held jointly by Mr. and Mrs. Klaassen as tenants by the entireties, (ii) stock options to purchase 700,000 shares of common stock held individually by Mr. Klaassen, (iii) 51,212 shares held directly by Mr. Klaassen; and (iv) 121,146 shares held by The Klaassen Family Private Foundation. About Sunrise Senior Living Sunrise Senior Living -- http://www.sunriseseniorliving.com/-- a McLean, Va.-based company, employs approximately 40,000 people. As of November 18, 2009, Sunrise operated 382 communities in the United States, Canada, Germany and the United Kingdom, with a combined unit capacity of 40,175 units. Sunrise offers a full range of personalized senior living services, including independent living, assisted living, care for individuals with Alzheimer's and other forms of memory loss, as well as nursing and rehabilitative services. At September 30, 2009, the Company had total assets of $1.096 billion against total liabilities of $1.092 billion. At Sept. 30, 2009, Sunrise had a retained loss of $471.4 million and stockholders' deficit of $87,000. With non-controlling interest of $4.1 million, Sunrise had total equity of $4.0 million at September 30, 2009. Moreover, Sunrise's September 30 balance sheet showed strained liquidity: The company had $373.6 million in total current assets against $860.5 million in total current liabilities. SUNRISE SENIOR: Soundpost, Weiss No Longer Hold Stakes ------------------------------------------------------ Soundpost Partners, LP, and Jaime Lester disclosed that as of December 31, 2009, they no longer hold shares of Sunrise Senior Living, Inc. common stock. Soundpost Partners did not disclose its reason for unloading the shares. Weiss Multi-Strategy Advisers LLC; George A. Weiss; and Frederick E. Doucette III also disclosed that they no longer hold Sunrise Senior Living shares. Meanwhile, Sunrise Senior Living said it entered into a Second Amendment, effective as of 5:00 p.m., New York City time, on January 27, 2010, to its existing Rights Agreement, dated as of April 24, 2006, as amended as of November 19, 2008, between the Company and American Stock Transfer & Trust Company, as rights agent. The Amendment amends the definition of "Acquiring Person" to exclude FMR LLC, together with its Affiliates and Associates, provided that -- and only so long as each of the following is satisfied: (i) FMR is the beneficial owner of the Company's outstanding common stock constituting in the aggregate 14.9% or less of the Company's outstanding common stock, inclusive of the shares of common stock currently beneficially owned by FMR, (ii) FMR acquired, and continues to beneficially own such shares of common stock in the ordinary course of business with no purpose or effect of changing or influencing the control, management or policies of the Company or its subsidiaries, and not in connection with or as a participant in any transaction having such purpose or effect, and (iii) FMR is not required to report its beneficial ownership on Schedule 13D under the Exchange Act, and, if FMR is the beneficial owner of shares of common stock of 10% or more of the shares of common stock then outstanding, is eligible to file a Schedule 13G to report its beneficial ownership of such shares of common stock. About Sunrise Senior Living Sunrise Senior Living -- http://www.sunriseseniorliving.com/-- a McLean, Va.-based company, employs approximately 40,000 people. As of November 18, 2009, Sunrise operated 382 communities in the United States, Canada, Germany and the United Kingdom, with a combined unit capacity of 40,175 units. Sunrise offers a full range of personalized senior living services, including independent living, assisted living, care for individuals with Alzheimer's and other forms of memory loss, as well as nursing and rehabilitative services. At September 30, 2009, the Company had total assets of $1.096 billion against total liabilities of $1.092 billion. At Sept. 30, 2009, Sunrise had a retained loss of $471.4 million and stockholders' deficit of $87,000. With non-controlling interest of $4.1 million, Sunrise had total equity of $4.0 million at September 30, 2009. Moreover, Sunrise's September 30 balance sheet showed strained liquidity: The company had $373.6 million in total current assets against $860.5 million in total current liabilities. SUNRISE SENIOR: SVP Schwartz Gets Axe Amid Spending Cuts -------------------------------------------------------- Sunrise Senior Living, Inc., has said that, in connection with the Company's continued efforts to reduce corporate spending, the employment of Daniel Schwartz, Sunrise's senior vice president of North American Operations, will be terminated effective May 31, 2010. The Company's community operations will now report to Mark Ordan, Sunrise's chief executive officer, along with Senior Vice Presidents of Operations Laura McDuffie and Ron Jeanneault, who bring many years of both financial and operating management at Sunrise. On January 22, 2010, the Company's Board of Directors terminated Mr. Schwartz's employment other than for "Cause", effective as of May 31, 2010. On January 22, 2010, the Compensation Committee of the Corporation's Board of Directors approved the terms of the termination of Mr. Schwartz's employment. Mr. Schwartz will generally receive the severance payments and benefits payable to him pursuant to the Employment Agreement upon a termination of his employment other than for "Cause", except that in lieu of a lump sum cash severance payment equal to two years' base salary and 75% of his target bonus amount (based on his base salary of $350,000 and target bonus of 100% of base salary), Mr. Schwartz will receive such cash severance payment in the form of equal monthly installments of 1/24th of the total cash severance amount commencing July 2010 and continuing until December 2010, and the remaining balance to be paid in a lump sum on December 31, 2010. In addition, Mr. Schwartz will be entitled to outplacement services at the Corporation's expense (not to exceed $9,000). Lastly, Mr. Schwartz will be subject to a covenant of non- solicitation of the Corporation's employees and customers during his employment and for two-years thereafter, to a covenant of non- competition during his employment and for a period of one year thereafter (rather than for a period of two years following employment, as provided in the Employment Agreement), and to perpetual duties of confidentiality and non-disparagement. "We are all grateful for Daniel's nearly 15 years of service to Sunrise and the significant contributions he has made in championing the quality of life of thousands of residents and the team members who serve them," said Mark Ordan. As reported by the Troubled Company Reporter, Sunrise Senior Living on October 27 disclosed that it entered into a restructuring agreement, in the form of a binding term sheet, with Capmark Finance Inc. and Natixis, London Branch, two lenders of Sunrise and certain of its affiliates, to settle and compromise their claims against Sunrise and certain of its affiliates, including under operating deficit and principal repayment guarantees provided by Sunrise and certain of its affiliates in support of Sunrise's German subsidiaries. Capmark Finance and Natixis contended that the claims had an aggregate value of approximately US$121.6 million. The binding term sheet contemplated that, on or before the first anniversary of the execution of definitive documentation for the restructuring, certain other identified lenders of Sunrise may elect to participate in the restructuring with respect to their asserted claims. The claims being settled by Capmark Finance and Natixis represent 77.5% of the aggregate amount of claims asserted by the lenders that may elect to participate in the restructuring transaction. Sunrise also disclosed October 27 that it entered into agreements with Sunrise's joint venture partner in its Fountains portfolio, as well as with HSH Nordbank AG, New York Branch, the lender to the Fountains venture, to release Sunrise from all claims that the joint venture partner and HSH Nordbank had against Sunrise prior to the date of the agreements and from all future funding obligations of Sunrise in connection with the Fountains portfolio. About Sunrise Senior Living Sunrise Senior Living -- http://www.sunriseseniorliving.com/-- a McLean, Va.-based company, employs approximately 40,000 people. As of November 18, 2009, Sunrise operated 382 communities in the United States, Canada, Germany and the United Kingdom, with a combined unit capacity of 40,175 units. Sunrise offers a full range of personalized senior living services, including independent living, assisted living, care for individuals with Alzheimer's and other forms of memory loss, as well as nursing and rehabilitative services. At September 30, 2009, the Company had total assets of $1.096 billion against total liabilities of $1.092 billion. At Sept. 30, 2009, Sunrise had a retained loss of $471.4 million and stockholders' deficit of $87,000. With non-controlling interest of $4.1 million, Sunrise had total equity of $4.0 million at September 30, 2009. Moreover, Sunrise's September 30 balance sheet showed strained liquidity: The company had $373.6 million in total current assets against $860.5 million in total current liabilities. TRIBUNE CO: Buyout Needs Examiner Review, U.S. Trustee Says ----------------------------------------------------------- Bloomberg News reports that the U.S. Trustee has joined calls for an examiner to review Tribune Co.'s leveraged buyout in 2007. An attorney for the U.S. Trustee joined bondholders represented by Wilmington Trust Co. in asking the Bankruptcy Court to name an independent examiner to investigate the 2007 buyout. Bankruptcy Judge Kevin Carey will convene a hearing on Feb. 18 to consider the request for an examiner. Tribune, the banks that funded the buyout, and the Official Committee of Unsecured Creditors have opposed the request. Wilmington Trust, a member of the Official Committee of Unsecured Creditors, relates to the Court that it has learned that the Debtors' estates hold very significant causes of action against multiple prospective defendants, including current and former members of the Committee, arising from Tribune's 2007 leveraged buy-out transaction. According to Wilmington Trust, those causes of action include, but are not limited to, claims for fraudulent conveyance, breach of fiduciary duty and equitable subordination. On April 1, 2007, the Board of Directors of Tribune approved a complex LBO transaction orchestrated by Chicago-based real estate investor, Samuel Zell, who was appointed Chief Executive Officer and Chairman of the Board on December that year. The LBO, according to WTC, proposed a strange cure for the adverse business environment for media companies: taking on enormous debt. As implemented, the LBO left Tribune saddled with an incremental $9 billion dollars in additional debt, WTC said. The funding for the LBO was provided by J.P. Morgan Chase, N.A.; Merrill Lynch & Co.; Citicorp North America, Inc.; Bank of America, N.A.; and Barclays Bank, PLC. "The risk of this transaction largely fell on the shoulders of the existing bondholders, who found themselves swamped by $11.8 billion in structurally senior bank debt" says Jennifer R. Hoover, Esq., at Benesch, Friedlander, Coplan & Aronoff LLP, in Wilmington, Delaware, counsel for Wilmington Trust. The Pre-LBO Bondholders are owed some $2.4 billion under issuances from the 1990s, including more than $900 million held by the PHONES. 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 Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America 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) TRONOX INC: $1.76 Million in Claims Change Hands in 12 Days ----------------------------------------------------------- The Clerk of the Bankruptcy Court recorded the transfer of 14 claims against Tronox Inc. totaling $1,761,577 from January 28 to February 10, 2010: (a) Liquidity Solutions Inc. Transferee Claim No. Claim Amount ---------- --------- ------------ CenterPoint Properties Trust 89 $670,000 CenterPoint Properties Trust 247 $670,000 Schrader Environmental Services Inc. 423 $2,800 (b) Corre Opportunities Fund, L.P. Transferee Claim No. Claim Amount ---------- --------- ------------ Carmeuse Industrial Sands - $27,539 Carmeuse Industrial Sands - $15,441 Audiometrics, Inc. - $488 Specialty Mart Service - $348 (c) US Debt Recovery III, LP Transferee Claim No. Claim Amount ---------- --------- ------------ Liberty Occupational Health Management Inc. 107 $15,527 Hill, David C. 252 $3,535 Landauer - $1,388 (d) Fair Harbor Capital, LLC Transferee Claim No. Claim Amount ---------- --------- ------------ Bay Industrial Inc. - $1,647 Newsouth It Solutions - $1,245 (e) ASM Capital III, L.P. Transferee Claim No. Claim Amount ---------- --------- ------------ Marmetal Industries LLC 1898 $348,941 (f) ASM Capital, L.P. Transferee Claim No. Claim Amount ---------- --------- ------------ Loftin Equipment - $2,651 About Tronox Inc. Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets: TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer of titanium dioxide pigment, with an annual production capacity of 535,000 tonnes. Titanium dioxide pigment is an inorganic white pigment used in paint, coatings, plastics, paper and many other everyday products. The Company's four pigment plants, which are located in the United States, Australia and the Netherlands, supply high-performance products to approximately 1,100 customers in 100 countries. In addition, Tronox produces electrolytic products, including sodium chlorate, electrolytic manganese dioxide, boron trichloride, elemental boron and lithium manganese oxide. Tronox has $1.6 billion in total assets, including $646.9 million in current assets, as at September 30, 2008. The Company has $881.6 million in current debts and $355.9 million in total noncurrent debts. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tronox Inc. and its 14 affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRONOX INC: Hearing on Settlement With Lenders on February 23 ------------------------------------------------------------- Tronox Incorporated and its affiliated Debtors have entered into a settlement agreement with the Official Committee of Unsecured Creditors and Credit Suisse AG, as administrative agent under the Credit Agreement dated November 28, 2005, concerning the term loan facility under the Credit Agreement and certain litigation related to the facility brought on behalf of Tronox by the Creditors' Committee. The litigation is styled Official Committee of Unsecured Creditors of Tronox Incorporated, et al. v. Credit Suisse, et al., Adv. Proc. No. 09-01388 (ALG) (Committee Litigation). By this motion, the Debtors ask Judge Allan L. Gropper of the U.S. Bankruptcy Court for the Southern District of New York to approve the Settlement Agreement they have entered into with the Creditors' Committee and Credit Suisse AG, acting on behalf of and at the direction of the Required Lenders under the Credit Agreement, which resolves the Committee Litigation. The material terms of the Settlement Agreement are: (a) Dismissal of Committee Litigation: Upon Court approval of the Settlement Agreement, the Debtors and the Creditors' Committee will dismiss the Committee Litigation with prejudice. (b) Release of Escrow Amount to the Debtors: Upon Court approval of the Settlement Agreement, the Agent and the Lenders will release any claim and interest in the Escrow Amount. (c) Mutual Releases: Upon Court approval of the Settlement Agreement, the Debtors and the Creditors' Committee, and the Agent and the Lenders, will release each other from all claims arising from or related to the Committee Litigation and the Credit Agreement, subject to certain limited exceptions including with regard to outstanding Letters of Credit and Hedge Agreements. (d) Binding Effect of DIP Order Stipulations and Admissions: Upon Court approval of the Settlement Agreement, the stipulations and admissions contained in the DIP Order will be binding on all parties in interest, including the Creditors' Committee; provided, however, that no restriction in the DIP Order or the Replacement DIP Order will limit the payment of professional fees incurred in connection with the Committee Litigation. (e) Payment of Certain Attorneys' Fees: Upon receipt of invoices evidencing services rendered in connection with the Debtors' Chapter 11 cases, the Debtors will pay in full the Lenders' attorneys' fees as required by the Credit Agreement. Under the Settlement Agreement, the Debtors will receive $5 million from the Replacement DIP Facility, comprised of a waiver of accrued but unpaid default interest in the amount of $2,044,745 and a reduction of principal in the amount of $2,955,254, in exchange for the dismissal, with prejudice, of the Committee Litigation. The Debtors and the Creditors' Committee will forever release the Agent and the lenders under the Term Loan Facility from all claims, including the claims set forth in the Committee Litigation. According to Patrick J. Nash, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, the Settlement Agreement is an integral part of the plan support agreement entered into by the Debtors and many of their significant stakeholders, which sets the foundation for the Debtors' standalone reorganization. Mr. Nash adds that the Settlement Agreement is a product of extensive good faith and arm's-length negotiations and enabled the Debtors to secure replacement DIP financing, the plan support agreement, which incorporates the plan term sheet, and the equity commitment agreement, which, taken together, place the Debtors on a path to emerge from Chapter 11 as a standalone enterprise. In connection with the plan support agreement, the Debtors repaid their existing prepetition and postpetition secured debt in full, less $5 million outstanding under the Term Loan Facility, which was placed in escrow pending definitive documentation and Court approval of the Settlement Agreement. Upon Court approval of the Settlement Agreement, the $5 million will be returned to the Debtors, the Committee Litigation will be dismissed with prejudice, and the Debtors and the Creditors' Committee will release Credit Suisse and the lenders under the Term Loan Facility. The Court will convene a hearing on February 23, 2010, at 11:00 a.m. (Eastern Time) to consider the Motion. Objections to the Motion are due on February 16, 2010, at 4:00 p.m. (Eastern Time). A full-text copy of the Settlement Agreement is available for free at http://bankrupt.com/misc/Tronox_LendersSettlementPack.pdf About Tronox Inc. Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets: TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer of titanium dioxide pigment, with an annual production capacity of 535,000 tonnes. Titanium dioxide pigment is an inorganic white pigment used in paint, coatings, plastics, paper and many other everyday products. The Company's four pigment plants, which are located in the United States, Australia and the Netherlands, supply high-performance products to approximately 1,100 customers in 100 countries. In addition, Tronox produces electrolytic products, including sodium chlorate, electrolytic manganese dioxide, boron trichloride, elemental boron and lithium manganese oxide. Tronox has $1.6 billion in total assets, including $646.9 million in current assets, as at September 30, 2008. The Company has $881.6 million in current debts and $355.9 million in total noncurrent debts. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tronox Inc. and its 14 affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRONOX INC: Proposes to Reject 6 Human Resources Contracts ---------------------------------------------------------- Tronox Inc. and its units ask the Court for authority to reject human resources contracts of each of Thomas Adams, Patrick Corbett, Mary Mikkelson, Gary Pittman, Robert Brown, III, and Berndt Koehler pursuant to Section 365(a) of the Bankruptcy Code. On April 1, 2008, Tronox Incorporated entered into an Executive Employment Agreement with each of these four Executives, pursuant to which: (a) Mr. Adams was employed as Chief Executive Officer; (b) Mr. Corbett was employed as Vice President, Safety and Environmental Affairs; (c) Ms. Mikkelson was employed as Senior Vice President and Chief Financial Officer; and (d) Mr. Brown was employed as Vice President, Strategic Planning and Business Services. Tronox Incorporated terminated the employment of Mr. Adams on August 15, 2008, Mr. Brown on December 4, 2008, Ms. Mikkelson on May 8, 2009, and Mr. Corbett on May 31, 2009. On September 3, 2008, Tronox Incorporated entered into an Executive Employment Agreement with Gary Pittman, pursuant to which Mr. Pittman was employed as Vice President of Special Projects. Tronox Incorporated terminated the employment of Mr. Pittman on January 23, 2009. On May 18, 2007, Tronox LLC entered into an agreement regarding a "Success Bonus" with Dr. Berndt Koehler, who was employed as Business Director with Tronox Pigments GmbH, a non-debtor and formerly one of Tronox's German subsidiaries. Dr. Koehler is entitled to a bonus if Tronox's Uerdingen, Germany facility, owned by Tronox Pigments GmbH, is successfully sold. On March 13, 2009, Tronox's German subsidiaries filed for insolvency protection in Germany. As a result of that filing, Tronox LLC is no longer in control of these subsidiaries. Accordingly, Tronox LLC is no longer pursuing a sale of the Uerdingen Facility and no longer pays any employee associated with that facility. Because the Debtors no longer need to incentivize Dr. Koehler to pursue a successful sale of the Uerdingen Facility, the Debtors have determined to reject the Koehler Contract to avoid any potential administrative expense claim on account of that contract. With the exception of Dr. Koehler, the Debtors already have terminated the employment of each of the Executives. Accordingly, the Debtors reviewed the April 1 Contracts and the Pittman Contract and have determined, consistent with their business judgment, that the agreements no longer provide value to the Debtors. Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York, relates that the rejection of the HR Contracts will allow the Debtors to quantify the claims of the Executives, thereby providing more certainty regarding the size of the unsecured claims pool, which will in turn assist the Debtors in formulating its plan of reorganization. In addition, the claims of the Executives under the HR Contracts will be capped pursuant to Section 502(b)(7) of the Bankruptcy Code. As a result, Mr. Henes says, the rejection of the HR Contracts will not give rise to unnecessary or overly burdensome claims against the Debtors' estates. About Tronox Inc. Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets: TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer of titanium dioxide pigment, with an annual production capacity of 535,000 tonnes. Titanium dioxide pigment is an inorganic white pigment used in paint, coatings, plastics, paper and many other everyday products. The Company's four pigment plants, which are located in the United States, Australia and the Netherlands, supply high-performance products to approximately 1,100 customers in 100 countries. In addition, Tronox produces electrolytic products, including sodium chlorate, electrolytic manganese dioxide, boron trichloride, elemental boron and lithium manganese oxide. Tronox has $1.6 billion in total assets, including $646.9 million in current assets, as at September 30, 2008. The Company has $881.6 million in current debts and $355.9 million in total noncurrent debts. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tronox Inc. and its 14 affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) VELOCITY EXPRESS: Manatuck Hill Owns 10.08% of Stock ---------------------------------------------------- Manatuck Hill Partners, LLC, has filed with the Securities and Exchange Commission Amendment No. 1 to its Schedule 13G which was initially filed on July 10, 2009. The CUSIP number of the Common Stock is 92257T707. Manatuck Hill Partners, LLC, disclosed it may be deemed to beneficially own shares of Velocity Express Corporation's common stock: Shares Beneficially Company Owned Percentage ------- ------------ ---------- Manatuck Hill Partners, LLC 447,168 10.08% A full-text copy of Manatuck Hill's amended Schedule 13G is available for free at http://researcharchives.com/t/s?52ea Velocity Express -- http://www.velocityexpress.com/-- has one of the largest nationwide networks of regional, time definite, ground delivery service areas, providing a national footprint for customers desiring same day service throughout the United States. The Company's services are supported by a customer-focused technology infrastructure, providing customers with the reliability and information they need to manage their transportation and logistics systems, including a proprietary package tracking system that enables customers to view the status of any package via a flexible web reporting system. Velocity, together with 12 affiliates, filed for Chapter 11 on Sept. 24, 2009 (Bankr. D. Del. Case No. 09-13294). The Company listed assets of $94.1 million and debt of $120.6 million as of Sept. 1. ComVest Velocity Acquisition I, LLC, buyer of the Debtors' assets, is represented in the case by Kenneth G. Alberstadt, Esq., at Akerman Senterfitt LLP in New York. DIP Lender Burdale is represented in the case by Jonathan M. Cooper, Esq., Randall L. Klein, Esq., and Sarah J. Risken, Esq., at Goldberg Kohn Bell Black Rosenbloom & Moritz, LTD., in Chicago, Illinois. VISTEON CORP: Disclosure Statement Hearing Adjourned to March 16 ---------------------------------------------------------------- Visteon Corporation and its debtor affiliates notified parties- in-interest that the hearing to consider the adequacy of their Disclosure Statement explaining the proposed Chapter 11 Plan has been further continued to March 16, 2010, at 10:00 a.m., prevailing Eastern Time. The new hearing date is the second adjournment of the Disclosure Statement Hearing. The subject hearing was initially scheduled for January 28, 2010, and was last moved to February 18, 2010. Visteon's Chapter 11 Plan and Disclosure Statement were filed on December 17, 2009. Consequently, the deadline for parties-in-interest to file any objection to the Disclosure Statement Hearing has also been extended through March 5, 2010, at 4:00 p.m. Eastern Time. The Official Committee of Unsecured Creditors and the Debtors' Secured Lenders consented to the hearing adjournment for the purpose of allowing the Debtors, potential plan sponsors and other parties-in-interest additional time to explore alternative plan structures. As previously reported, just after the Debtors filed their Plan, the Creditors Committee filed a motion pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure, seeking to compel discovery on the Debtors, questioning some aspects of the Plan. Upon further negotiations, the Committee previously agreed to an adjournment to the consideration of its Rule 2004 Motion and to an extension of the Debtors' Exclusive Plan Filing Deadline through February 18, 2010. In light of the recently adjourned Disclosure Statement Hearing, the Committee entered into a further stipulation with the Debtors and the Debtors' Secured Lenders, providing that: (a) The Committee will continue the hearing on the 2004 Motion to the omnibus hearing scheduled for March 16, 2010, with an objection deadline of March 10, 2010, at 4:00 p.m. Eastern Time; (b) The deadline set in the Exclusivity Stipulation that requires the Debtors to file a motion seeking further extension of the Exclusive Periods by February 4, 2010, is extended through February 18, 2010. That motion will be scheduled for hearing at the March 16 omnibus hearing, subject to the Court's availability; and (c) The Parties agree, that pursuant to Local Rule 9006-2 of Bankruptcy Practice and Procedure of the U.S. Bankruptcy Court for the District of Delaware, upon the filing of an further Exclusivity Motion on or before February 18, the Debtors' Exclusive Periods will be extended automatically through March 16 or at a later date the Court may be able to hear the Extension Motion, without the necessity for entry of a bridge order. No non-Debtor is allowed to file a Chapter 11 Plan during this period of time. Judge Sontchi approved the most recent stipulation of the Debtors, the Committee and the Lenders on February 8, 2010. In a separate filing, Rochelle M. Evans tells the Court that she does not desire to attend the Disclosure Statement Hearing to avoid paying attorney's fees. Ms. Evans says she has a claim against the Debtors. In support of her assertions, Ms. Evans delivered to the Court documents dated August 2005, February 2006 and March 2009 in support of her claim for $80,388, representing permanent disability claims. About Visteon Corp Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon Corporation and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VISTEON CORP: Proposes Incentive Plan for 1,300 Employees --------------------------------------------------------- Visteon Corp. and its units seek the Court's authority to implement, in the ordinary course, their 2010 annual incentive plan. As previously reported, the Debtors sought Court approval of a key employee incentive plan in September 2009. The KEIP proposed to award the Debtors' insider employees incentive compensation based on the achievement of an EBITDA metric for the last six months of 2009 and the Debtors' successful emergence from Chapter 11. The Debtors garnered support of the KEIP from both the Official Committee of Unsecured Creditors and the ad hoc committee of term lenders. However, the Court, after conducting an evidentiary hearing, denied the KEIP's EBITDA metric, without prejudice, and emergence milestone, with prejudice, in October 2009. In so ruling, the Court acknowledged the genuine value of the Incentive Plans and provided guidance as to its view of the appropriate construction and timing of those plans. Accordingly, the Debtors aver that they have taken into consideration the Court's ruling and have designed the 2010 Annual Incentive Plan to fully comport with the Court's direction. The Debtors add that in developing the 2010 Annual Incentive Plan, the consulted with the Organization and Compensation Committee of Visteon's Board of Directors; their compensation consultant, Towers Watson & Company; and the Official Committee of Unsecured Creditors. "Those discussions resulted in significant increases to the performance target to better align employee incentives with creditors' interests in these cases," the Debtors state. "Indeed, the 2010 Annual Incentive Plan is entirely consistent with both Visteon's historical compensation practices and industry practice," says Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware. "Thus, the 2010 Annual Incentive Plan satisfies the two-step 'horizontal' and 'vertical' test articulated by the Third Circuit and followed by this Court to qualify as an ordinary course program," he adds. In particular, the 2010 Annual Incentive Plan is designed to motivate and incentivize approximately 1,300 eligible employees for the achievement of a challenging adjusted EBITDA targets in March 2011. Unlike the previously presented KEIP, Mr. Billion notes that the 2010 Annual Incentive Plan incentivizes employees only for the achievement of a financial performance target, which is a direct barometer for the success of Visteon's business. Moreover, in order to ensure that the performance metric is fully incentivizing, the Debtors relate that they developed the 2010 Annual Incentive Plan in conjunction with the start of the new year on a virtually clean financial performance slate. "Given its incentivizing nature, to the extent the broad-based 2010 Annual Incentive Plan also applies to insider employees, it is not subject to Section 503(c)(1) of the Bankruptcy Code," Mr. Billion clarifies. For eligible employees to meet the 2010 Annual Incentive Plan's target metric and earn a 100% bonus payout, the Debtors must have an adjusted EBITDA of $428 million in 2010. As to the AIP awards: * Target awards range from 8% to 115% of an employee's base salary, with a target aggregate payout of approximately $23.6 million, about $3.9 million of which would be paid to "insider" employees. * Maximum awards, payable if the Debtors achieve an adjusted EBITDA of $528 million, range from 12% to 172.5% of base salary, with a maximum aggregate payout of approximately $35.4 million, about $5.9 million of which would be paid to "insider" employees. For participants to be eligible to receive any bonus payout, the Debtors must satisfy a threshold adjusted EBITDA of $328 million in 2010; in that case, target awards range from 2% to 28.75% of base salary, with an aggregate payout of approximately $5.9 million, of which $1.0 million of the amount would be payable to "insider" employees. The payout opportunities and approximate aggregate award pools are summarized in this chart: Payout Percentage 25% 50% 75% 100% 125% 150% ---------- ---- ---- ---- ---- ----- ----- Performance $328 $353 $378 $428 $478 $528 Target (in millions) Range of 2% to 4% to 6% to 8% to 10% to 12% to Opportunities 28.75% 57.5% 86.25% 115% 143.75% 172.5% (as percentage of base salary) Aggregate $5.9 $11.8 $17.7 $23.6 $29.5 $35.4 Award Pool (in millions) Award Pool $1.0 $2.0 $2.9 $3.9 $4.9 $5.9 for insiders (in millions) Mr. Billion reveals that the Debtors have not gained the final support of the Committee and the Term Lenders as of the filing of their 2010 Incentive Plan Motion. Nevertheless, the Debtors are hopeful that continued discussions with those parties and other constituents will lead to obtaining their support. "The 2010 Annual Incentive Plan is necessary to 'keep momentum going' as the Debtors' complete restructuring initiatives and work towards confirming a plan of reorganization," Mr. Billion asserts. About Visteon Corp Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon Corporation and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VISTEON CORP: Seeks Nod to Close North Penn Facility ---------------------------------------------------- Visteon Corp. and its units seek the Court's authority to enter into a closure agreement with the International Union United Automobile, Aerospace and Agricultural Implement Workers of America and Local Union 1695 in connection with the closing of their North Penn plant located in Lansdale, Pennsylvania. Prior to the Petition Date, the Debtors executed an aggressive restructuring initiative to eliminate many of their non-core or underperforming facilities, improve their engineering and manufacturing competitiveness, and seek a sustainable and competitive cost structure, says Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware. Consistent with this strategy, the Debtors entered into an accommodation agreement with Ford Motor Company to govern, among other things, the wind-down of the North Penn Plant. The closure of the North Penn Plant will effectuate the accommodation agreement approved by the Court and further the progress already made towards transforming the Debtors' operational footprint, Mr. Billion avers. The terms of the Closure Agreement include (1) the termination of the North Penn CBA, and (2) the Debtors' provision of benefit payments to active employees: A. North Penn CBA Termination The North Penn CBA will expire upon the cessation of operations at the North Penn Plant on February 28, 2010, instead of the current expiration date of March 13, 2010. The North Penn CBA is that certain agreement entered into by Visteon Systems LLC and UAW, dated April 2, 2005, as amended by the North Penn Manufacturing Operations Extension Agreement, dated October 13, 2008. Under the North Penn CBA, the Debtors are obligated to provide unionized employees with, among other things: (a) one to five weeks of vacation time; (b) paid holiday time; (c) certain performance bonus awards; (d) cost-of-living adjustments; and (e) certain post-employment health care benefits to hourly employees represented by the UAW. The obligations of the Debtors under the North Penn CBA will cease once the agreement expires and the Debtors' obligations with respect to the North Penn Plant's union employees will be limited to those obligations specified in the Closure Agreement. B. Payment of Benefits to Active Employees The Closure Agreement requires the Debtors to provide certain severance and other benefit payments to active employees, none of whom are insiders, as well as health care coverage to active employees for a period of four months after the expiration of the North Penn CBA -- the costs for which are much less than the Debtors' current obligations under the North Penn CBA. Specifically, the Closure Agreement obligates the Debtors to provide: * a one time severance payment to all active employees; * a $2,000 performance bonus to all active employees for their efforts in effectuating the plant wind-down and closure; * payment of a health care welfare bonus of $1,000 and four months of health care benefits for active employees beyond the expiration of the North Penn CBA; * payment on account of all active employees' unused vacation allowance; * three months' notice of changes to post-employment medical benefits for those who retired under the North Penn CBA and current active employees that are retirement eligible; and * an agreement not to contest unemployment claims filed by employees resulting from the plant closure. A full-text copy of the Closure Agreement is available for free at http://bankrupt.com/misc/Visteon_NorthClosureAgmt.pdf Furthermore, pursuant to the Court-approved Ford Accommodation Agreement, Ford has agreed to reimburse the Debtors for the vast majority of the costs under the Closure Agreement. The Debtors assert that the Closure Agreement allows them to exit the North Penn Plant in the most efficient manner possible; resolves any disputed or unresolved issues under the North Penn CBA; and provides for reduced labor costs. The Debtors aver that the Closure Agreement will generate savings as a result of the discontinuation of post-employment health care benefits for retirees that were governed by the North Penn CBA based on its accelerated expiration date. About Visteon Corp Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon Corporation and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) WASHINGTON MUTUAL: Senator Cantwell Reveals Ongoing Probe --------------------------------------------------------- Senator Maria Cantwell disclosed that an additional investigation into Washington Mutual Bank's seizure by the government in September 2008 is ongoing. "We've pushed the people who are looking into it and they are working with us," Senator Cantwell revealed in an interview with The Puget Sound Business Journal, but declined to elaborate. Senator Cantwell told the newspaper that she "is aware of all the ongoing investigations and decided not to launch her own in the wake of the WaMu fallout because of the other parties involved." According to Senator Cantwell, she had inquired from former Treasury Secretary Hank Paulson and Federal Deposit Insurance Corporation Chairman Sheila Bair about how the government was handling WaMu prior to its closure September 2008. Following the September 25, 2008 closure, federal regulators explained "that a $16.7 billion bank run was the reason for its closure." WaMu, in light of more than 170 other banking failures across the country, remains a "critically important" issue, Senator Cantwell told the Puget Sound Business Journal. About Washington Mutual 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). WASHINGTON MUTUAL: Youkelsone Files Amended Complaint ----------------------------------------------------- Following Bankruptcy Judge Mary Walrath's dismissal, with prejudice, of her adversary action, Nadia Youkelsone filed an amended complaint against the Debtors on January 28, 2010. Ms. Youkelson, under the Amended Complaint, reiterated the issues alleging the Debtors' breach of contract of a mortgage note acquired in June 2001 on her property at 2644 East 18th Street, in Brooklyn, New York. To recall, the Court concluded that Ms. Youkelsone's allegations against the Debtors "do not state a facially plausible claim for relief that [WaMu] is directly liable . . . for the misconduct related to the servicing of the [Ms. Youkelsone's] mortgage." In her Amended Complaint, Ms. Youkelsone alleged, among other things, international interference with business relations, noting that (i) she was prevented from obtaining adequate housing, and that (ii) Washington Mutual Bank's delay in providing the closing documents "was deliberate." Ms. Youkelsone also reiterated allegations of abuse of process, economic duress, unjust enrichment, fraud, deceptive practices, bad faith, intentional infliction of emotional harm and violation of statutes. In response, the Debtors maintained that the Amended Complaint should be dismissed because as a threshold matter, it is time- barred under Section 8106 of the Delaware Code, which provides that "no action based on a statute, and no action to recover damages caused by an injury accompanied with force or resulting indirectly from the act of the defendant shall be brought upon the expiration of three years from the accruing of the cause of action." The Debtors also noted that assuming that WaMu is the correct defendant, the statute of limitations would have been tolled by as of the Petition Date. In addition, Ms. Youkelsone "continues to proceed with litigation devoid of factual support, contrary to indisputable matters of public record and insufficient to state a cause of action as a matter of law," Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., said on behalf of the Debtors. Mr. Collins reiterated that WaMu did not own Ms. Youkelsone's mortgage and cannot be held directly liable for the alleged misconduct. The Amended Complaint also fails to allege any plausible facts indicating that WaMu and WMB's property and affairs were so interrelated that the Court must render them as a single entity to prevent "fraud against third persons," he added. In response, Ms. Youkelsone emphasized that the measure of damages otherwise available in breach of contract actions are "disproportionately inadequate" to place her in the position she would have been in had the contract been performed. In this regard, Ms. Youkelsone insisted that she is entitled to "consequential damages" beyond the limitation pertinent to the action. Ms. Youkelsone further asserted that the Debtors' contentions are "displaced." Under the principle of issue preclusion or collateral estoppel, a party may not re-litigate an issue that was fully litigated in a previous action, Mr. Collins argued, citing Bd. of Trustees of Trucking Employees of North Jersey Welfare Fund, Inc. v. Centra, 983 F.2d 495, 505 (3d Cir. 1992). "The Plaintiff is a serial litigant and no further amendment would change the fact that her claims already have been adjudicated; she cannot state any cause of action against [WaMu] and re-pleading yet again would serve no purpose but to impose further costs of the estate," Mr. Collins emphasized. About Washington Mutual 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). WESTERN DAIRY: Financial Woes Prompts Chapter 11 Filing ------------------------------------------------------- Western Dairy Specialties of Yerington filed for Chapter 11 bankruptcy citing difficulty in securing working capital at affordable rate and stiff competition among retailers that cut milk prices, according to NNBW.com. Report, citing papers filed with the court, says the company has assets and debts of between $10 million and $50 million. The company's largest creditors include Iron Springs Transportation of McCarran owing $605,398; Golden State Milk Producers, $338,718; RHP Mechanical Systems, $198,000; NV Energy, $163,778; and All Star Dairy Association, $155,781. Sally Armstrong of Downey Brand with Maupin Cox & Le Goy will serve as the company's counsel. Western Dairy Specialties of Yerington operate a dairy milk facility. WILLCOM INC: May File for Bankruptcy in Tokyo --------------------------------------------- According to Bloomberg News, Japan-based Asahi newspaper reported that Willcom Inc. will file for bankruptcy protection with the Tokyo District Court as early as tomorrow. The newspaper, without citing the source of the information, said Japan's state-backed Enterprise Turnaround Initiative Corp. is expected to decide whether to provide financial support for Willcom by Feb. 25. Shinji Sugiuchi, a spokesman for Willcom, said by e-mail to Bloomberg, "We are continuing to seek an alternative dispute resolution plan and are talking with related parties." According to Bloomberg, wireless carrier Willcom has been losing subscribers as rivals offer faster mobile-phone services. Willcom may seek investment from Softbank Corp., Japan's third-largest mobile-phone company, and a Japanese investment fund, to revive its businesses, Asahi said. About WILLCOM WILLCOM provides wireless data and voice services to corporate and consumer customers in Japan. The company launched its service in 1995 and is the largest operator employing Personal Handyphone System (PHS) technology. PHS is a kind of stripped-down cellular service with relatively low charges; the technology was developed in Japan and most of its users live in Japan and China. WILLCOM provides mobile service nationwide in Japan, serving more than 4 million subscribers. The Carlyle Group owns 60% of WILLCOM; Kyocera Corporation owns 30%. Willcom had total liabilities of JPY 173.3 billion ($1.9 billion), or six times its shareholders' equity, according to the Company's latest financial filing. Mitsubishi UFJ Financial Group Inc. and Mizuho Financial Group Inc. are Willcom's biggest creditors, each owed JPY17.6 billion as of March 31 2009 WP HICKMAN: Bankruptcy Court Confirms Plan of Liquidation --------------------------------------------------------- The Hon. M. Bruce McCullough of the U.S. Bankruptcy Court for the Western District of Pennsylvania confirmed W.P. Hickman Systems, Inc., et al.'s Plan of Liquidation. As reported in the Troubled Company Reporter on November 11, 2009, according to the Disclosure Statement, the Plan divides the Claims against the Debtors into 5 Classes and designates the equity interests in the Debtors as a separate Class: Class 1 - Secured Claims. Each holder of an allowed secured claim, will receive, at the option of the Reorganized Debtors, and in full satisfaction of the claim. Class 2 - Priority Non-Tax Claims. Each holder of an allowed priority non-tax claim, if any, will receive cash in an amount equal to 100% of the unpaid amount of their respective allowed priority non-tax claim. Class 3 - FirstMerit Unsecured Claim. Specifically, pursuant to the Bankruptcy Court's final order dated Feb. 27, 2009, FirstMerit will have an allowed non-priority general unsecured claim in the total amount of $2,105,604. FirstMerit will receive, prior to any distribution to holders of General unsecured claims, priority tax claims, and priority non-tax claims, but after payment in full of: (i) all fees and expenses of litigation and otherwise monetizing the proceeds; and (ii) all allowed administrative claims, the first $300,000, plus the priority FirstMerit claim, from the proceeds of any causes of action as the amount become available. Class 4 - General Unsecured Claims. Each holder of an allowed general unsecured claim will receive, in one or more distributions as permitted under the Plan, the lesser of (i) cash in an amount equal to 100% of the unpaid amount of their allowed general unsecured claim, or (ii) their ratable proportion of the Debtor's cash. Class 5 - Warranty Claims. Holders of Warranty Claims will not receive any distribution. Class 6 - Equity Interests. All equity interests will be deemed cancelled and extinguished. Holders of equity interests will not receive any distribution. Under the Plan, holders of Class 3 Claim and Class 4 Claims will receive a distribution in an amount less than the amount they are owed. Accordingly, holders of Claims in Class 3 and Class 4 are impaired and are entitled to vote to accept or reject the Plan. Class 1 and Class 2 are not impaired under the Plan and, therefore, are not entitled to vote on it. Class 5 and Class 6 are impaired, but because those Classes will likely receive no distribution under the Plan, holders of Warranty Claims and Equity Interests are not entitled to vote on the Plan. Thus, the Debtors will not solicit votes from members of Classes 1, 2, 5 and 6. The Reorganized Debtors will use the Remaining Assets in order to fund the Plan. The Reorganized Debtors will continue prosecuting and commence any other causes of action and will liquidate any remaining assets and use the proceeds of the litigation and sales to fund the Plan. Liquidation and sales of remaining assets after the Effective Date will not be subject to further Bankruptcy Court Order, provided however, consistent with section 6.10 of the Plan, settlement of any Causes of Action will be subject to approval of the Bankruptcy Court if the amount claimed by the Reorganized Debtors against a defendant is unliquidated or equals to or exceeds $100,000. The Reorganized Debtors may settle any or all causes of action as it deems appropriate, without the need to obtain approval or any other or further relief from the Bankruptcy Court, if the amount claimed by the Reorganized Debtors against a defendant is less than $100,000. The payments to be made to holders of allowed claims will be made by the disbursing agent in accordance with the Plan. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/WPHICKMAN_DS.pdf A full-text copy of the Joint Plan of Liquidation is available for free at http://bankrupt.com/misc/WPHICKMAN_planofLiquidation.pdf About W.P. Hickman Systems Headquartered in Solon, Ohio, W.P. Hickman Systems, Inc. -- http://www.wphickman.com/-- offers commercial roofing products. The Debtors engage in providing services to the federal government through its GSA certification and are involved in major buying groups including Sodexho-USA, Horizon Resource Group and U.S Community Services. The company and its affiliates filed for Chapter 11 protection on Oct. 2, 2008 (Bankr. W.D. Pa. Lead Case No. 08-26591). Paul J. Cordaro, Esq., and Aurelius P. Robleto, Esq., at Campbell & Levine LLC represent the Debtors in their restructuring efforts. James E. Van Horn, Esq., at McGuireWoods LLP represent the Official Committee of Unsecured Creditors as counsel. W.P. Hickman listed assets of between $10 million and $50 million, and the same range of debts. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- Feb. 21-23, 2010 INSOL International Annual Regional Conference Madinat Jumeirah, Dubai, UAE Contact: 44-0-20-7929-6679 or http://www.insol.org/ Apr. 20-22, 2010 TURNAROUND MANAGEMENT ASSOCIATION Sheraton New York Hotel and Towers, New York City Contact: http://www.turnaround.org/ Apr. 29-May 2, 2010 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, Maryland Contact: 1-703-739-0800; http://www.abiworld.org/ Apr. 29-May 2, 2010 THE COMMERICAL LAW LEAGUE OF AMERICA Midwestern Meeting & National Convention Westin Michigan Avenue, Chicago, Ill. Contact: 1-312-781-2000 or http://www.clla.org/ June 17-20, 2010 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, Michigan Contact: 1-703-739-0800; http://www.abiworld.org/ July 7-10, 2010 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Ocean Edge Resort, Brewster, Massachusetts Contact: 1-703-739-0800; http://www.abiworld.org/ July 14-17, 2010 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Conference The Ritz-Carlton Amelia Island, Amelia, Fla. Contact: http://www.abiworld.org/ Aug. 5-7, 2010 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay, Cambridge, Maryland Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 6-8, 2010 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention JW Marriott Grande Lakes, Orlando, Florida Contact: http://www.turnaround.org/ Dec. 2-4, 2010 AMERICAN BANKRUPTCY INSTITUTE 22nd Annual Winter Leadership Conference Camelback Inn, Scottsdale, Arizona Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 31-Apr. 3, 2011 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, Maryland Contact: 1-703-739-0800; http://www.abiworld.org/ June 9-12, 2011 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa Traverse City, Michigan Contact: http://www.abiworld.org/ Oct. 25-27, 2011 TURNAROUND MANAGEMENT ASSOCIATION Hilton San Diego Bayfront, San Diego, CA Contact: http://www.turnaround.org/ Dec. 1-3, 2011 AMERICAN BANKRUPTCY INSTITUTE 23rd Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, California Contact: 1-703-739-0800; http://www.abiworld.org/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. Last Updated: January 31, 2010 ********* 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 ***