/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100222.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, February 22, 2010, Vol. 14, No. 52 Headlines 201 FOREST: Sec. 108(c) Didn't Render Mass. Mortgage Obsolete 237 BEEKAY INVESTMENTS: Voluntary Chapter 11 Case Summary ACCURIDE CORP: Wins Court Confirmation of Reorganization Plan ACCURIDE CORP: To Close Northern Indiana Factory ACTIVECARE INC: Posts $1.26-Mil. Net Loss in Q1 Ended Dec. 31 ADEMIR PASCO: Case Summary & 20 Largest Unsecured Creditors ADVANCED MICRO: Nicholas Donofrio Joins Compensation Panel ADVANCED MICRO: Swings to $293 Mil. Net Income in Fiscal 2009 AEOLUS PHARMA: December 31 Balance Sheet Upside-Down by $17.7 Mln AEROTHRUST CORP: Files Schedules of Assets and Liabilities AINSWORTH LUMBER: BlackRock Reports 6.23% Equity Stake AIRTRAN HOLDINGS: Faces $352-Mil. in CapEx, Debt & Lease Payments AIRTRAN HOLDINGS: FMR, Fidelity Report 7.878% Equity Stake AIRTRAN HOLDINGS: Goldman Sachs Reports 5% Equity Stake AMACORE GROUP: Direct Medical Network Cancels Marketing Deal AMACORE GROUP: Vicis Capital Reports 89.5% Equity Stake AMBERTON APARTMENTS: Case Summary & 19 Largest Unsecured Creditors AMERICAN SOIL: Could Not File Form 10-Q on Time ARIQ RABADI: Case Summary & 12 Largest Unsecured Creditors A.T. REYNOLDS: Mediation Refusal Results in Sanctions AVAYA INC: Bank Debt Trades at 13% Off in Secondary Market BAYSHORE REDMONT: Case Summary & 20 Largest Unsecured Creditors BERRY PLASTICS: Has $29.2 Net Loss for Quarter Ended Jan. 2 BIG STUFF STORAGE: Case Summary & 8 Largest Unsecured Creditors BLOCKBUSTER INC: In Talks with UK Landlords to Cut Store Numbers BUILDERS FIRSTSOURCE: Narrows 2009 Annual Net Loss to $61.9MM BURLINGTON COAT: Bank Debt Trades at 8% Off in Secondary Market C2 MEDIA INC: Voluntary Chapter 11 Case Summary CANWEST GLOBAL: Judge Rejects Catalyst Bid in Favor of Shaw CAPRIUS INC: In Default Under Vintage Capital Loan Facility CATHOLIC CHURCH: Greens Appeal Sale of Pilgrim's Springs CATHOLIC CHURCH: Nagler Asks Spokane to Explain Payment Delays CATHOLIC CHURCH: Future Claimants Want Spokane Plan Enforced CATHOLIC CHURCH: District Court Orders Unsealing of Oregon Docs. CENTRAL CROSSINGS: Case Summary & 12 Largest Unsecured Creditors CERVANTES ORCHARDS: Section 341(a) Meeting Scheduled for March 11 CERVANTES ORCHARDS: Taps John Schultz for Stemilt Management Case CERVANTES ORCHARDS: Wants Steven Sackmann as Bankr. Counsel CERVANTES ORCHARDS: Wants to Use Cash Collateral CHEMTURA CORP: Removes States in Legacy Liabilities Suit CHEMTURA CORP: B. Martin, et al., Wants Class Claim Certified CHEMTURA CORP: Objects to Sonneborn's $14.3 Million Claim CHINA LOGISTICS: Amends Q3 2009 Report; Posts $253,759 Net Income CHRISTOPHER MADARA: Voluntary Chapter 11 Case Summary CINRAM INTL: Bank Debt Trades at 24% Off in Secondary Market CITRUS 278: U.S. Trustee Unable to Form Creditors Committee CLAIRE'S STORES: Bank Debt Trades at 20% Off in Secondary Market CLEAR CHANNEL: Bank Debt Trades at 22% Off in Secondary Market CLEARPOINT BUSINESS: ComVest Capital Acquires 51% Interests COACHMEN INDUSTRIES: Revises Financial Results for 4th Qtr 2009 CORD BLOOD: Enable Capital No Longer Holds Stake CORD BLOOD: Issues 363.6MM Shares to Tangiers to Raise Cash CRYOPORT INC: Fiscal Q3 2009 Net Loss Hikes to $2.45 Million CUONG VIET DO: Case Summary & 20 Largest Unsecured Creditors DAVE'S HAY BARN: Voluntary Chapter 11 Case Summary DENHAM HOMES: Amends List of Creditors DEUCE INVESTMENTS: Files Schedules of Assets & Liabilities DEUCE INVESTMENTS: Section 341(a) Meeting Scheduled for March 15 DEX MEDIA WEST: Bank Debt Trades at 4% Off in Secondary Market DIAMOND DECISIONS: Section 341(a) Meeting Scheduled for March 18 DIAMOND DECISIONS: Union Bank Wants Ch. 11 Trustee to Run Estate DIAMOND RANCH: Dec. 31 Balance Sheet Upside-Down by $4.13-Mil. DOT VN: Member of Strategic Advisory Team Recognized for ICT Work DUANE READE: S&P Puts 'B-' Rating on CreditWatch Positive ELWOOD ENERGY: S&P Affirms 'BB' Rating on Senior Debt ESA P PORTFOLIO: Voluntary Chapter 11 Case Summary EXTENDED STAY: Five Mile Wants Reversal of Suit Transfer Denial FAIRPOINT COMMS: Bank Debt Trades at 23% Off in Secondary Market FELIX FHIMA: Case Summary & 11 Largest Unsecured Creditors FLEXTRONICS INT'L: Bank Debt Trades at 3% Off in Secondary Market FORD MOTOR: Bank Debt Trades at 7% Off in Secondary Market FORTUNE INDUSTRIES: Earns $334,000 for 3 Months Ended Dec. 31 FREDDIE TARVER: Voluntary Chapter 11 Case Summary FX REAL ESTATE: Sillerman, et al., Increase Equity Stake GAMCO INVESTORS: Moody's Cuts Provisional Sub. Debt Shelf to Ba1 GATEHOUSE MEDIA: Bank Debt Trades at 54% Off in Secondary Market GENERAL DATACOMM: Dec. 31 Balance Sheet Upside-Down by $41-Mil. GENERAL GROWTH: Terms Too Restrictive, Simon Property Complains GENERAL MOTORS: Outlines 5-Year EUR11-Bil. Opel Investment Plan GENERAL MOTORS: Spyker Secures Financing for SAAB Deal GENERAL MOTORS: GM, Treasury Yet to Decide on Whitacre Pay GENERAL MOTORS: CEO Edward Whitacre to Be Paid $1.7-Mil. Annually GENERAL MOTORS: Ex-CEO F. Henderson Hired as Consultant GENTA INC: Arcus Ventures Fund Reports 3.0% Equity Stake GENTA INC: Baker Bros. Report 9.9% Equity Stake GENTA INC: BAM Opportunity Fund Reports 3.24% Equity Stake GENTA INC: Cat Trail Private Equity Reports 10% Stake GENTA INC: Tang Capital Partners Reports 9.9% Stake GEORGE WASHINGTON SAVINGS: FirstMerit Bank Assumes All Deposits GEORGINA RIGONAN: Case Summary & 19 Largest Unsecured Creditors GLOBAL CONTAINER: Court Establishes March 12 as Claims Bar Date GLOBAL CONTAINER: Seeks July 10 Extension of Plan Proposal Period GLOBAL CROSSING: Incurs $141-Mil. Net Loss for 2009 GRAHAM PACKAGING: Severs Ties with Chief Human Resources Officer GREEKTOWN HOLDINGS: Judge Shapero May Close Case in March GREEKTOWN HOLDINGS: To Pay $16-Mil. to Detroit as Part of Deal GREEKTOWN HOLDINGS: Wells Fargo Takes Over as Prepetition Agent GREEN EARTH: Posts $3.36-Mil. Net Loss in Q2 Ended Dec. 31 HARRAH'S ENTERTAINMENT: HOC Bank Debt Trades at Less Than 1% Off HEALTHSPRING INC: Moody's Assigns 'Ba3' Senior Secured Debt Rating HIGHWAY 3 INVESTORS: Voluntary Chapter 11 Case Summary HILTON WORLDWIDE: Finalizing Deal to Restructure $20 Billion Debt HOMELAND SECURITY: Could Not File Form 10-Q on Timely Basis HSBC BANK: Fitch Affirms Individual Rating at 'C/D' HUTCH PROPERTIES: Case Summary & 1 Largest Unsecured Creditor INN OF THE MOUNTAIN: Posts $3.0-Mil. Loss in Qtr. Ended Dec. 31 INTELSAT JACKSON: Bank Debt Trades at 9% Off in Secondary Market INTERGRAPH CORP: Moody's Cuts Corp. Family Rating to 'B2' INTERGRAPH CORP: S&P Rates Incremental Term Loan at 'BB-' INTERNATIONAL LEASE: Fitch Cuts Issuer Default Rating to 'BB' INTRAOP MEDICAL: Posts $2.1-Mil. Net Loss in Qtr. Ended Dec. 31 ISLE OF CAPRI: S&P Changes Outlook to Stable; Affirms 'B' Rating JOHN MANEELY: Bank Debt Trades at 5% Off in Secondary Market JOY GLOBAL: Judge Stark Narrows Evidence in Wisc. Dispute LA COSTE NATIONAL: Closed; Community National Assumes All Deposits LA JOLLA BANK: Closed; OneWest Bank Assumes All Deposits LEHMAN BROTHERS: Chapter 11 Case Payroll Reaches $642 Million LEHMAN BROTHERS: Wins Nod of Deal With Sumitomo on Loan Transfer LEHMAN BROTHERS: Gives Consent on LNR Foreclosure on Property LEHMAN BROTHERS: Appointed as Agent Under Construction Loan LEHMAN BROTHERS: AHM Gets Lift Stay to Go On with Sale in Own Case LEHMAN BROTHERS: LBI Gets $11-Mil. on TPF Deal LEXINGTON OIL: Promissory Notes Recharacterized as Equity LINK DEVELOPMENT: Gets Feb. 26 Extension for Filing of Schedules LINK DEVELOPMENT: U.S. Trustee Wants 2nd Bankr. Case Dismissed MARANI BRANDS: Reports $5.16 Million Profit in Q2 2009 MARCO COMMUNITY: Closed; Mutual of Omaha Assumes All Deposits MEGA BRANDS: Says Business to Continue in Ordinary Course MESA AIR: Proposes Protocol for Reclamation Claims MESA AIR: To Sell Assets Under $750,000 in Ordinary Course MESA AIR: Proposes Protocol for Settling De Minimis Claims METRO-GOLDWYN-MAYER: Bank Debt Trades at 40% Off MICHAELS STORES: Extends Maturity of $900 Million in Loans MSGI SECURITY: Could Not File Form 10-Q for December 2009 on Time MXENERGY HOLDING: Swings to $18.22MM Income in Dec. 31 Quarter NATIONAL BEEF: S&P Raises Corporate Credit Rating to 'BB-' NBTY INC: Moody's Changes Outlook to Positive; Keeps 'Ba2' Ratings NEIMAN MARCUS: Bank Debt Trades at 11% Off in Secondary Market NEVIOT REALTY: Section 341(a) Meeting Scheduled for March 19 NEW ORIENTAL: Posts $1.6-Mil. Net Loss in Q3 Ended Dec. 31 NIELSEN COMPANY: Bank Debt Trades at 5% Off in Secondary Market NOAH LLC: Case Summary & 3 Largest Unsecured Creditors NORTH BAY: Files Schedules of Assets & Liabilities NORTH BAY: Section 341(a) Meeting Scheduled for April 8 NORTH BAY: Gets Interim OK to Hire Shumaker Loop as Bankr. Counsel NORTHERN 120: Unsecured Claims Get Pro Rata Share from Funding NOWAUTO GROUP: Could Not File Dec. 31 Quarter Report on Time OMNIRELIANT HOLDINGS: Posts $4.98-Mil. Net Loss in Q2 Ended Dec 31 ORLEANS HOMEBUILDERS: Defaults on $350-Mil. Credit Facility OSI RESTAURANT: Bank Debt Trades at 12% Off in Secondary Market OTTER TAIL: Earns $4.6 Million in Q1 Ended December 31 PALISADES PARK: PRIF & P II Wants to Bar Cash Collateral Use PARK SHOPPING: Case Summary & 16 Largest Unsecured Creditors PATIENT SAFETY: Registers 6.15MM Shares Under Option Plan, Deals PATRICA LUNSFORD: Case Summary & 20 Largest Unsecured Creditors PCS EDVENTURES: Posts $560,835 Net Loss in Q3 Ended Dec. 31 PENTON BUSINESS: Terms of Prepackaged Plan of Reorganization PEOPLES PETROLEUM GROUP: Case Summary & 8 Largest Unsec. Creditors PHOENIX WORLDWIDE: March 8 Hearing Set for C3 Capital Cash Access PHOENIX WORLDWIDE: Court Extends Plan Filing Period Until March 26 PNM RESOURCES: Fitch Affirms Issuer Default Rating at 'BB' PORT BARRE: S&P Affirms 'B' Rating on $185 Mil. Facilities PREFERRED VOICE: Dec. 31 Balance Sheet Upside-Down by $430,000 PURPLE COMMS: Sept. 30 Balance Sheet Upside-Down by $68.5-Mil. RAHAXI INC: Could Not Timely File Fiscal Q2 Report RAPID LINK: KBA Group Raises Substantial Doubt REALOGY CORP: Net Loss Down to $262-Million in 2009 REALOGY CORP: Bank Debt Trades at 12% Off in Secondary Market REGAL ENTERTAINMENT: Dec. 31 Balance Sheet Upside Down by $246MM REHABCARE GROUP: Bank Debt Trades at less Than 1% Off REICHHOLD INDUSTRIES: Moody's Gives Stable Outlook; Keeps Ratings SECUREALERT INC: Posts $5.5-Mil. Net Loss in Q1 Ended Dec. 31 SHERWOOD FARMS: Taps Latham Shuker to Handle Reorganization Case SIX FORKS LHDH: Case Summary & 20 Largest Unsecured Creditors SOUTHPEAK INTERACTIVE: Incurs $2.6-Mil. Loss in Q2 for Fiscal 2010 SPANSION INC: Reaches Settlement with Ex-Employees on Class Suit STANDARD FORWARDING: Cash Collateral Hearing Set for February 24 STAR I LLC: Case Summary & 3 Largest Unsecured Creditors STARPOINTE ADERRA: Court Approves Sale of 3 Condominium Units STATION CASINOS: Hearing on Fee Applications on February 25 STATION CASINOS: Meeting of GV Ranch Creditors on March 22 SUN-TIMES MEDIA: Court Appoints Fee Examiner SWIFT TRANSPORTATION: Bank Debt Trades at 7% Off TAMPA FORK LIFT: Case Summary & 20 Largest Unsecured Creditors TELIPHONE CORP: Earns $143,807 in 1st Qtr. Ended December 31 TEXAS WYOMING: Causes of Action Preserved Under Plan THREE-FIVE SYSTEMS: Sets Final Liquidating Payment on February 24 TLC VISION: Amended Plan Promises to Return 100% to Unsecureds TLC VISION: Creditors Have Until March 22 to File Proofs of Claim TLC VISION: Files Schedules of Assets and Liabilities TRIBUNE CO: Bank Debt Trades at 40% Off in Secondary Market UNI IMAGING: MRI Lease Was Not a Disguised Financing Deal US CONCRETE: Hires Kirkland, Lazard & Alix for Restructuring US FOODSERVICE: Bank Debt Trades at 14% Off in Secondary Market UNISYS CORPORATION: Board Names Paul Weaver as Director UNITED ENERGY: Posts $563,494 in Q3 Ended December 31 US TELEPACIFIC: S&P Raises Corporate Credit Rating to 'B-' USEC INC: Committee Approves Changes to Annualized Award Levels USEC INC: Joseph Paquette to Retire as Director VALCOM INC: Posts $1.6 Million Net Loss in Fiscal Year 2009 VALUE CITY: Unsecured Claims to Get Pro Rata Share from Fund VERECLOUD INC: Posts $189,700 Net Loss in Q2 Ended Dec. 31 VIANT HOLDINGS: S&P Keeps 'B' Counterparty Credit Rating VITESSE SEMINCONDUCTOR: Inks New Employment Contract with Gardner WEST CORP: Bank Debt Trades at 3% Off in Secondary Market WESTERN REFINING: Bank Debt Trades at 9% Off in Secondary Market WHOLE FOODS: S&P Changes Outlook to Positive; Affirms 'BB-' Rating WINDMILL MARKET: Case Summary & 4 Largest Unsecured Creditors ZAYAT STABLES: Gets Interim Nod to Use Cash Collateral ZAYAT STABLES: Wants to Obtain DIP Financing From Sherif El Zayat ZENAIDA MASACAYAN POSTOLICA: Voluntary Chapter 11 Case Summary * 2010 Bank Closings Now at 20 After 4 Banks Shuttered Friday * BOND PRICING -- For the Week From February 15 to 19, 2010 ********* 201 FOREST: Sec. 108(c) Didn't Render Mass. Mortgage Obsolete ------------------------------------------------------------- WestLaw reports that where, due to the debtor-mortgagor's Chapter 11 filing prior to expiration of the five-year statutory term following the maturity date of the mortgage on its real property, the mortgagee was prohibited by the automatic stay from enforcing its rights by initiating a civil foreclosure action, 11 U.S.C. Sec. 108(c), the section of the Bankruptcy Code governing extension of time, extended the time within which the mortgagee could initiate such an action, such that the mortgage was not discharged by operation of the Massachusetts Obsolete Mortgages Statute. The fact that the mortgagee might have extended the length of time its mortgage remained viable through an alternative method, that is, by filing an affidavit in the appropriate registry of deeds, did not change the result, the First Circuit's Bankruptcy Appellate Panel reasoned. In re 201 Forest Street, LLC, --- F.3d ----, 2010 WL 367558 (1st Cir.). Because the debtor's bankruptcy filing prevented LBM Financial LLC, the Mortgagee, from enforcing its rights by commencing a civil action to foreclose its mortgage, the First Circuit B.A.P. held that Sec. 108(c) operates to extend the time within which LBM can initiate a foreclosure proceeding. As related in the Troubled Company Reporter related on Aug. 3, 2009, the U.S. Bankruptcy Court for the District of Delaware ruled that LBM's claim would be equitably subordinated to all of the debtor's unsecured creditors. Headquartered in Marlborough, Mass., 201 Forest Street LLC filed a Chapter 11 petition (Bankr. D. Mass. Case No. 07-42296) on June 19, 2007. Christian J. Urbano, Esq., Christopher M. Condon, Esq., and D. Ethan Jeffery, Esq., at Hanify & King PC represent the Debtor in its restructuring efforts. When 201 Forest sought protection from its creditors, it estimated its assets and debts at $1 million to $100 million. 237 BEEKAY INVESTMENTS: Voluntary Chapter 11 Case Summary --------------------------------------------------------- Debtor: 237 Beekay Investments, Inc. 1200 West Street Road West Chester, PA 19382 Bankruptcy Case No.: 10-11139 Chapter 11 Petition Date: February 18, 2010 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Bruce I. Fox Debtor's Counsel: John A. Gagliardi, Esq. Swartz Campbell LLC One S. Church St., Ste. 400 West Chester, PA 19382 Tel: (610) 692-9500 Fax: (610) 692-4936 Email: jgagliardi@swartzcampbell.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 Carl DiPiazza, president/director/sole shareholder of the Company. ACCURIDE CORP: Wins Court Confirmation of Reorganization Plan ------------------------------------------------------------- Accuride Corporation disclosed that the United States Bankruptcy Court for the District of Delaware has confirmed the Company's Plan of Reorganization. "The reorganization plan will allow Accuride to emerge from Chapter 11, after only five months, with the financial flexibility necessary to ensure the continued pursuit of our strategic objectives," said Bill Lasky, Accuride's President, CEO, and Chairman of the Board. "This new capital structure, coupled with the significant operational restructuring initiatives we have implemented, will position the Company for future growth and the continued leadership of our brands." Accuride expects the Plan to become effective on or about February 26, 2010, once all closing conditions have been met. "We are extremely grateful for the loyalty and support of our customers, suppliers, and lenders as we moved through the restructuring process," added Mr. Lasky. "I cannot speak highly enough of our team members whose dedication ensured the continued safe production and on-time delivery of quality product, allowing the Company to maintain strong customer relationships, secure new business, and introduce new products to the market." On October 8, 2009, Accuride's U.S. entities filed a voluntary petition for protection under Chapter 11 of the U.S. Bankruptcy Code in the District of Delaware. Additional information surrounding the Company's restructuring, including copies of the Plan and Confirmation Order, is available at http://www.accurideinfo.com. 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. ACCURIDE CORP: To Close Northern Indiana Factory ------------------------------------------------ The Associated Press reports that Accuride Corp. is shutting down a northern Indiana factory that makes truck parts. The AP, which cited Accuride spokeswoman Eva Schmitz as saying, reports that about 225 people will lose their jobs May 1, when Accuride's Gunite Corp. factory in Elkhart will be closed. Production will be moved to factories in Rockford, Ill., and Brillon, Wis. According to the AP, the Elkhart factory makes wheel systems and components for heavy-duty and medium-duty trucks. It had some 500 workers until job cuts began in 2006. 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. ACTIVECARE INC: Posts $1.26-Mil. Net Loss in Q1 Ended Dec. 31 ------------------------------------------------------------- ActiveCare, Inc., reported a net loss of $1,262,076 on total revenues of $112,855 for the three months ended December 31, 2009, compared with a net loss of $346,909 on total revenues of $104,307 for the same period of 2008. During the three months ended December 31, 2009, selling, general and administrative expenses totaled $1,030,332, compared to $249,005 in 2008. At December 31, 2009, the Company's consolidated balance sheets showed $1,408,600 in total assets and $2,278,004 in total liabilities, resulting in a $869,404 stockholders' deficit. The Company's consolidated balance sheets at December 31, 2009, also showed strained liquidity with $374,225 in total current assets available to pay $2,278,004 in total current liabilities. A full-text copy of the Company's quarterly report is available for free at http://researcharchives.com/t/s?53b5 The Company incurred a net loss and has negative cash flows from operating activities for the years ended September 30, 2009, and 2008, and for the period ended December 31, 2009. "These factors raise substantial doubt about the Company's ability to continue as a going concern," ActiveCare said in the regulatory filing. About ActiveCare Inc. ActiveCare, Inc., manufactures and sells medical diagnostic stains and equipment to laboratories throughout the United States. The Company was formerly known as Volu-Sol Reagents Corp. and changed its name in July 2009. ActiveCare, Inc. was founded in 1998 and is based in Salt Lake City, Utah. ActiveCare, Inc., is a former subsidiary of Remote Mdx Inc. ADEMIR PASCO: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Joint Debtors: Ademir Pasco Rachel Pasco 667 Glenmore Blvd Glendale, CA 91206 Bankruptcy Case No.: 10-15866 Chapter 11 Petition Date: February 18, 2010 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Thomas B. Donovan Debtors' Counsel: Michael J. Jaurigue, Esq. Law Offices of Michael J. Jaurigue 411 N Central Ave., Ste 310 Glendale, CA 91203 Tel: (818) 432-3220 Email: michael@loomj.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/cacb10-15866.pdf The petition was signed by the Joint Debtors. ADVANCED MICRO: Nicholas Donofrio Joins Compensation Panel ---------------------------------------------------------- Advanced Micro Devices, Inc., disclosed that its board of directors appointed Nicholas M. Donofrio to the Compensation Committee of the Board, effective February 16, 2010. Mr. Donofrio was appointed to the Company's Board effective November 16, 2009. He was also appointed to the Nominating and Corporate Governance Committee of the Board. About Advanced Micro Devices Headquartered in Sunnyvale, California, Advanced Micro Devices Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative processing solutions in the computing, graphics and consumer electronics markets. * * * As reported by the Troubled Company Reporter on October 7, 2009, Standard & Poor's Ratings Services affirmed Advanced Micro's 'CCC+' corporate credit rating and revised its outlook to positive from negative. The rating reflects AMD's inconsistent and weak operating profitability, its challenged market position in microprocessers and uncertainties with respect to ongoing disputes with Intel Corp. (A+/Stable/A-1+). ADVANCED MICRO: Swings to $293 Mil. Net Income in Fiscal 2009 ------------------------------------------------------------- Advanced Micro Devices, Inc., swung to a $293 million net income for the fiscal year ended December 26, 2009, after posting net losses in 2006, 2007 and 2008. AMD reported a net loss of $3.096 billion in fiscal 2008; $3.359 billion in fiscal 2007; and $138 million in fiscal 2006. AMD said net revenue was $5.403 billion in fiscal 2009, from $5.808 billion in fiscal 2008. As of December 26, 2009, the Company had total assets of $9.078 billion against total current liabilities of $2.210 billion; deferred income taxes of $197 million; long-term debt and capital lease obligations, less current portion of $4.252 billion; other long-term liabilities of $695 million; and noncontrolling interest of $1.076 billion; resulting in stockholders' equity of $648 million. As of September 26, 2009, AMD had $8.74 billion in total assets against total current liabilities of $2.07 billion, deferred income taxes of $243 million, long-term debt and capital lease obligations, less current portion of $5.27 billion, other long- term liabilities of $645 million, noncontrolling interest of $1.07 billion; resulting in stockholders' deficit of $569 million. AMD said as of December 26, 2009, cash, cash equivalents and marketable securities balances were $2.7 billion, which included $904 million of GLOBALFOUNDRIES, Inc.'s cash and cash equivalents. GF is a manufacturing joint venture formed in March 2009 by AMD, Advanced Technology Investment Company LLC, and West Coast Hitech L.P. GF manufactures semiconductor products and provides certain foundry services to AMD. Taking into account the 2010 deconsolidation of GF, AMD believes that cash, cash equivalents and marketable securities balances as of December 26, 2009, anticipated cash flow from operations and available external financing will be sufficient to fund operations, including capital expenditures of $160 million over the next 12 months related to, among other things, IT, AMD's assembly and test facilities and investments supporting research and development efforts, including AMD Fusion product development. In addition, AMD's debt and capital lease obligations as of December 26, 2009, were $4.7 billion, of which $2.0 billion represented GF obligations. AMD said in 2009, without taking into account GF's indebtedness, it reduced its debt by $1.2 billion. A full-text copy of AMD's annual report on Form 10-K is available at no charge at http://ResearchArchives.com/t/s?53a8 About Advanced Micro Devices Headquartered in Sunnyvale, California, Advanced Micro Devices Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative processing solutions in the computing, graphics and consumer electronics markets. * * * As reported by the Troubled Company Reporter on October 7, 2009, Standard & Poor's Ratings Services affirmed Advanced Micro's 'CCC+' corporate credit rating and revised its outlook to positive from negative. The rating reflects AMD's inconsistent and weak operating profitability, its challenged market position in microprocessers and uncertainties with respect to ongoing disputes with Intel Corp. (A+/Stable/A-1+). AEOLUS PHARMA: December 31 Balance Sheet Upside-Down by $17.7 Mln ----------------------------------------------------------------- Aeolous Pharmaceuticals, Inc.'s consolidated balance sheets at December 31, 2009, showed total assets of $1,930,000 and total liabilities of $19,586,000, resulting in a $17,656,000 shareholders' deficit. The Company reported a net loss of $15,276,000 for the three months ended December 31, 2009, compared with a net loss of $459,000 for the same period of 2008. During the three months ended December 31, 2009, the Company incurred a charge of $13,860,000 related to non-cash financing charges and the change in fair value of warrants. The Company incurred net interest expense of $826,000 for the three months ended December 31, 2009, compared to net interest expense of $100,000 for the three months ended December 31, 2008. The current quarter expense reflects $808,000 in charges as a result of the conversion of the Senior Convertible Notes on October 6, 2009. A full-text copy of the Company's quarterly report is available for free at http://researcharchives.com/t/s?53da Going Concern Doubt The Company has incurred significant losses from operations of $590,000 and $2,003,000, and cash outflows from operations of $389,000 and $1,923,000, for the three months ended December 31, 2009, and for the fiscal year ended September 30, 2009, respectively. The Company expects to incur additional losses and negative cash flow from operations during the remainder of fiscal year 2010 and for several more years. Management believes the Company has adequate financial resources to conduct operations into the third quarter of fiscal year 2010. "This raises substantial doubt about our ability to continue as a going concern, which will be dependent on our ability to generate sufficient cash flows to meet our obligations on a timely basis, to obtain additional financing and, ultimately, to achieve operating profits." About Aeolus Pharmaceuticals Based in Mission Viejo, California, Aeolus Pharmaceuticals Inc. (OTC BB: AOLS) -- http://www.aeoluspharma.com/-- is developing a variety of therapeutic agents based on its proprietary small molecule catalytic antioxidants, with AEOL 10150 being the first to enter human clinical evaluation. AEOL 10150 is a patented, small molecule catalytic antioxidant that mimics and thereby amplifies the body's natural enzymatic systems for eliminating reactive oxygen species, or free radicals. Studies funded by the National Institutes for Health are currently underway evaluating AEOL 10150 as a treatment for exposure to radiation, sulfur mustard gas and chlorine gas. A second compound, AEOL 11207, has demonstrated efficacy in animal models of Parkinson's disease and is currently being evaluated as a potential treatment for epilepsy. AEROTHRUST CORP: Files Schedules of Assets and Liabilities ---------------------------------------------------------- AeroThrust Corporation filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $35,387,461 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $15,720,574 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $10,895,128 ----------- ----------- TOTAL $35,387,461 $26,615,702 Miami, Florida-based AeroThrust Corporation provides engine repair, maintenance and overhaul of the CFM56 and JT8D engines. AeroThurst is 100% owned by Windstar Capital LLC, a Los Angeles- based company that bought it from Saab AB for $50.1 million in 2001. The Company filed for Chapter 11 bankruptcy protection on December 27, 2009 (Bankr. D. Del. Case No. 09-14541). Its affiliate, AeroThrust Engine Leasing Holding Company, LLC, also filed a Chapter 11 bankruptcy petition. AeroThurst holds a 51% interest in AeroThrust Leasing Holding LLC. Thomas F. Driscoll, III, Esq., at Bifferato LLC, assists the Debtors in their restructuring effort. In its bankruptcy petition, AeroThrust Corp. estimated assets its at $50,000,001 to $100,000,000 and its debts at $10,000,001 to $50,000,000. The Company owes $11.6 million to secured lender PNC Bank. AINSWORTH LUMBER: BlackRock Reports 6.23% Equity Stake ------------------------------------------------------ BlackRock Inc. disclosed that as of December 31, 2009, it may be deemed to beneficially own 5,599,586 shares or roughly 6.23% of the common stock of Ainsworth Lumber Co. Ltd. On June 17, 2008, the Company unveiled a proposed recapitalization transaction to help reduce liquidity risks. The recapitalization was intended to significantly reduce long-term debt and annual interest expense, and inject additional cash in the Company. Management said the debt reduction and capital infusion will improve the Company's ability to manage its liquidity and the effects of the ongoing downturn in the U.S. housing market. The Company had warned that in the event that this transaction is not approved by the Courts, it may not be able to continue as a going concern. The Company last filed reports with the U.S. Securities and Exchange Commission in July 2008. At June 30, 2008, the Company had total assets of C$1,040,735,000, and total debt of C$1,001,403,000, resulting in shareholders' deficiency of C$110,357,000. In August 2009, Standard & Poor's Ratings Services affirmed its ratings, including the 'B-' long-term corporate credit rating, on Ainsworth Lumber. S&P revised the recovery rating on Ainsworth's 'B-' rated unsecured debt to '4' from '3'. A '4' recovery rating represents an average (30%-50%) recovery in a default scenario. S&P lowered the recovery rating on the unsecured debt to reflect a higher unsecured debt amount outstanding at default than S&P previously assumed due to the payment-in-kind feature on this debt. The recovery rating on the 'B+' rated senior secured notes was unchanged at '1', indicating an expectation of very high (90%- 100%) recovery in the event of default. "The ratings on Ainsworth reflect S&P's view of the company's exposure to the volatile oriented strandboard market, expectations of weak profitability until 2011, and a highly leveraged capital structure," said Standard & Poor's credit analyst Jatinder Mall. "We believe these risks are partially mitigated by the company's low cost position stemming from strong Canadian assets and what S&P consider adequate liquidity to weather weak industry conditions in the next two years," Mr. Mall added. Ainsworth is an oriented strandboard producer in North America with operations in Canada and the U.S. With the closure and curtailments of capacity, the company's total annual capacity is about 1.6 billion square feet of OSB. AIRTRAN HOLDINGS: Faces $352-Mil. in CapEx, Debt & Lease Payments ----------------------------------------------------------------- AirTran Holdings Inc. said in a regulatory filing with the Securities and Exchange Commission it will need cash for capital expenditures and debt and capital lease obligations during 2010: $20 million -- Anticipated expenditures for acquisition of property and equipment, other than aircraft and aircraft parts $50 million -- Scheduled payments related to aircraft purchase commitments $282.1 million -- Payments of current maturities of existing debt and capital lease obligations, including payment of $125 million previously borrowed under its revolving line of credit facility and which was repaid as of February 1, 2010. Maturities of debt amount also include the $95.8 million assumed effect of all holders of its 7.0% convertible notes exercising their option to require the Company to repurchase the notes in 2010. AirTran said it may also need cash resources to fund increases in collateral provided to counterparties to its derivative financial arrangements and its cash flows may be adversely impacted in the event that one or more credit card processors withholds amounts that would otherwise be remitted to the Company. AirTran provides counterparties to its derivative financial instrument arrangements with collateral when the fair value of its obligation exceeds specified amounts. As of December 31, 2009, AirTran provided counterparties with collateral aggregating $15.0 million. "We believe we have options available to meet our debt repayment, capital expenditure needs, and operating commitments; such options may include internally generated funds as well as various financing or leasing options, including the sale, lease, or sublease of our aircraft or other assets. Additionally, we have a $125 million revolving line of credit facility, under which $125 million and zero borrowings were outstanding as of December 31, 2009 and February 1, 2010, respectively," AirTran said in a Form 10-K filing with the Commission. AirTran, however, cautioned its future financing options may be limited because its owned aircraft are pledged to the lenders that provided financing to acquire such aircraft, and AirTran has pledged a significant portion of its owned assets, other than aircraft and engines, to collateralize obligations under its Credit Facility. AirTran posted net income of $134,662,000 for the year ended December 31, 2009, from a net loss of $266,334,000 in 2008. At December 31, 2009, AirTran had $2,284,172,000 in total assets, including cash and cash equivalents of $542,619,000; against total current liabilities of $726,539,000, long-term capital lease obligations of $14,806,000, long-term debt of $917,122,000, other liabilities of $111,760,000, deferred income taxes of $4,206,000, and derivative financial instruments of $7,796,000; resulting in stockholders' equity of $501,943,000. "We believe that our existing liquidity and forecasted 2010 cash flows will be sufficient to fund our operations and other financial obligations in 2010," AirTran said. AirTran expects to face challenges during 2010. "Managing costs and increasing unit revenues in the face of volatile fuel costs and a weak economy will continue to be a primary focus. Fuel prices remain volatile and may again increase in 2010. Additionally, the pace and extent of the recovery of airline industry revenue are uncertain," AirTran explained. AirTran pilots' collective bargaining agreement became amendable in 2005 and is currently in mediation. The flight attendants' collective bargaining agreement became amendable in December 2008 and is currently the subject of negotiation. AirTran said the impact on operating results of any new collective bargaining agreement is not known. Compared to 2009, AirTran expects its capacity, as measured by available seats miles (ASMs), to increase by seven to eight percent for the first quarter and to increase by three to four percent for 2010 as a whole. AirTran also expects its first quarter total revenue per ASM to increase by 2-1/2% to 3-1/2% compared to the first quarter of 2009. AirTran projects its unit non-fuel costs per ASM to increase by 2-1/2% to 3% for the first quarter and to increase by 3% to 4% for 2010 as a whole. AirTran anticipates that its 2010 non-fuel unit operating costs will increase due to: increases in aircraft maintenance costs, higher employee compensation costs due to higher wage rates attributable to higher average employee seniority and wage scales, increased revenue related costs, and higher airport rents and landing fees. The increased aircraft maintenance costs will be due to the aging of each of the Company's aircraft types and a contractual cost increase for B717 engine repairs. Air travel in AirTran's markets tends to be seasonal, with the highest levels occurring during the winter months to Florida and the summer months to the Northeastern and Western United States. The second quarter tends to be AirTran's strongest revenue quarter. A full-text copy of AirTran's Annual Report on Form 10-K is available at no charge at http://ResearchArchives.com/t/s?53dc On February 4, 2010, AirTran management conducted a presentation at the Raymond James 2010 Growth Airline Conference. Copies of the presentation slides are available at no charge at http://ResearchArchives.com/t/s?53dd About AirTran Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE: AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is the parent company of AirTran Airways, which has been ranked the number one low-cost carrier in the Airline Quality Rating study for the past two years. AirTran is the only major airline with Wi-Fi on every flight and offers coast-to-coast service on North America's newest all-Boeing fleet. Its low-cost, high-quality product also includes assigned seating, Business Class and complimentary XM Satellite Radio on every flight. * * * As reported by the Troubled Company Reporter on December 28, 2009, Moody's Investors Service raised its ratings of AirTran Holdings' corporate family and probability of default ratings each to Caa1 from Caa2. Moody's also affirmed the Caa3 rating on the Convertible Senior Unsecured Notes due 2023, the SGL-3 Speculative Grade Liquidity rating and the B1, Caa1 and Caa2 ratings on each of the Class A, Class B, and Class C tranches, respectively of AirTran's 1999-1 Enhanced Equipment Trust Certificates. Moody's changed the outlook to positive. The Caa1 Corporate Family rating considers the still high leverage and AirTran's exposure to cyclical risks in the airline industry. Moody's anticipates that AirTran could generate positive free cash flow in 2010 because of improving cash flow from operations and lower aircraft capital expenditures relative to 2009. However, scheduled payments for aircraft materially increase in 2011 to $270 million, which could temper continued improvements in credit metrics if operating cash flows do not increase commensurately with this step-up in capital investment. The TCR said on July 10, 2009, Standard & Poor's Ratings Services affirmed the airline's corporate credit rating at CCC+/Stable/--. AIRTRAN HOLDINGS: FMR, Fidelity Report 7.878% Equity Stake ---------------------------------------------------------- FMR LLC disclosed that it may be deemed to beneficially own 10,677,426 shares or roughly 7.878% of the common stock of AirTran Holdings Inc. Fidelity Management & Research Company, a wholly owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 10,611,809 shares or 7.830% of the common stock outstanding of AirTran as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. The number of shares of Common Stock of AirTran owned by the investment companies at December 31, 2009, included 899,281 shares of Common Stock resulting from the assumed conversion of $10,000,000 principal amount of AIRTRAN HLDGS CV 7% 7/01/23 (89.9281 shares of Common Stock for each $1,000 principal amount of debenture). The number of AirTran shares owned by the investment companies at December 31, 2009, included 8,202 shares resulting from the assumed conversion of $50,000 principal amount of AIRTRAN HLDGS CV 5.25% 11/1/16 (164.042 shares of Common Stock for each $1,000 principal amount of debenture). About AirTran Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE: AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is the parent company of AirTran Airways, which has been ranked the number one low-cost carrier in the Airline Quality Rating study for the past two years. AirTran is the only major airline with Wi-Fi on every flight and offers coast-to-coast service on North America's newest all-Boeing fleet. Its low-cost, high-quality product also includes assigned seating, Business Class and complimentary XM Satellite Radio on every flight. * * * As reported by the Troubled Company Reporter on December 28, 2009, Moody's Investors Service raised its ratings of AirTran Holdings' corporate family and probability of default ratings each to Caa1 from Caa2. Moody's also affirmed the Caa3 rating on the Convertible Senior Unsecured Notes due 2023, the SGL-3 Speculative Grade Liquidity rating and the B1, Caa1 and Caa2 ratings on each of the Class A, Class B, and Class C tranches, respectively of AirTran's 1999-1 Enhanced Equipment Trust Certificates. Moody's changed the outlook to positive. The Caa1 Corporate Family rating considers the still high leverage and AirTran's exposure to cyclical risks in the airline industry. Moody's anticipates that AirTran could generate positive free cash flow in 2010 because of improving cash flow from operations and lower aircraft capital expenditures relative to 2009. However, scheduled payments for aircraft materially increase in 2011 to $270 million, which could temper continued improvements in credit metrics if operating cash flows do not increase commensurately with this step-up in capital investment. The TCR said on July 10, 2009, Standard & Poor's Ratings Services affirmed the airline's corporate credit rating at CCC+/Stable/--. AIRTRAN HOLDINGS: Goldman Sachs Reports 5% Equity Stake ------------------------------------------------------- Goldman Sachs Asset Management, L.P., and GS Investment Strategies, LLC, disclosed that as of December 31, 2009, they may be deemed to hold 6,725,597 shares or roughly 5.0% of the common stock of AirTran Holdings Inc. About AirTran Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE: AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is the parent company of AirTran Airways, which has been ranked the number one low-cost carrier in the Airline Quality Rating study for the past two years. AirTran is the only major airline with Wi-Fi on every flight and offers coast-to-coast service on North America's newest all-Boeing fleet. Its low-cost, high-quality product also includes assigned seating, Business Class and complimentary XM Satellite Radio on every flight. * * * As reported by the Troubled Company Reporter on December 28, 2009, Moody's Investors Service raised its ratings of AirTran Holdings' corporate family and probability of default ratings each to Caa1 from Caa2. Moody's also affirmed the Caa3 rating on the Convertible Senior Unsecured Notes due 2023, the SGL-3 Speculative Grade Liquidity rating and the B1, Caa1 and Caa2 ratings on each of the Class A, Class B, and Class C tranches, respectively of AirTran's 1999-1 Enhanced Equipment Trust Certificates. Moody's changed the outlook to positive. The Caa1 Corporate Family rating considers the still high leverage and AirTran's exposure to cyclical risks in the airline industry. Moody's anticipates that AirTran could generate positive free cash flow in 2010 because of improving cash flow from operations and lower aircraft capital expenditures relative to 2009. However, scheduled payments for aircraft materially increase in 2011 to $270 million, which could temper continued improvements in credit metrics if operating cash flows do not increase commensurately with this step-up in capital investment. The TCR said on July 10, 2009, Standard & Poor's Ratings Services affirmed the airline's corporate credit rating at CCC+/Stable/--. AMACORE GROUP: Direct Medical Network Cancels Marketing Deal ------------------------------------------------------------ The Amacore Group, Inc., disclosed that on February 16, 2010, the Marketing Agreement dated November 7, 2006, between U.S. Health Benefits Group, Inc., the company's wholly owned subsidiary, and Direct Medical Network Solutions, Inc., was terminated by USHBG for cause. The Company is currently seeking to develop a relationship with an alternate health benefits membership organization. About Amacore Group Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) -- http://www.amacoregroup.com/-- provides health-related membership benefit programs, insurance programs, and other innovative and high-quality solutions to individuals, families and employer groups nationwide. Through its wholly owned subsidiary, LifeGuard Benefit Solutions Inc., Amacore has the ability to provide administrative and back- office services to other healthcare companies in addition to expanding its own call center capability through its wholly owned subsidiary, JRM Benefits Consultants LLC and US Heath Benefits Group Inc., a call center-based marketing company. Zurvita Inc., Amacore's newly formed, wholly owned subsidiary specializing in direct to consumer multi-level marketing, provides yet another channel for Amacore's ever-increasing range of healthcare and healthcare-related products. At September 30, 2009, the Company had $17,631,062 in total assets against $21,817,237 in total liabilities and $1,211,000 in Redeemable preferred stock -- Zurvita Holdings. At September 30, the Company had accumulated deficit of $129,443,586 and stockholders' deficit of $5,397,175. Going Concern Doubt McGladrey & Pullen, LLP, in Ft. Lauderdale, raised substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial results for the year ended December 31, 2008. The auditors pointed that the Company has suffered recurring losses from operations and has negative working capital. According to the Company's Form 10-Q report for the period ended September 30, 2009, filed with the Securities and Exchange Commission, the Company is in default under: -- a Promissory notes payable to investors and shareholders; bearing interest ranging from 8% to 10% per annum; due December 2006. About $415,000 was due under the notes payable as of September 30; -- a Convertible promissory note payable to investor; bearing interest at 7.5% per annum; due December 2006. About $100,000 was due under the notes payable as of September 30; -- a Promissory notes payable to investors and shareholders; bearing interest of 1.53% per annum; due through June 2004, increasing to 15% thereafter. About $114,950 was due under the notes payable as of September 30. AMACORE GROUP: Vicis Capital Reports 89.5% Equity Stake ------------------------------------------------------- Vicis Capital LLC disclosed that as of January 25, 2010, it may be deemed to own 1,217,377,782 shares or roughly 89.5% of the common stock of The Amacore Group, Inc. The shares are held directly by Vicis Capital Master Fund, for which Vicis acts as investment advisor. About Amacore Group Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) -- http://www.amacoregroup.com/-- provides health-related membership benefit programs, insurance programs, and other innovative and high-quality solutions to individuals, families and employer groups nationwide. Through its wholly owned subsidiary, LifeGuard Benefit Solutions Inc., Amacore has the ability to provide administrative and back- office services to other healthcare companies in addition to expanding its own call center capability through its wholly owned subsidiary, JRM Benefits Consultants LLC and US Heath Benefits Group Inc., a call center-based marketing company. Zurvita Inc., Amacore's newly formed, wholly owned subsidiary specializing in direct to consumer multi-level marketing, provides yet another channel for Amacore's ever-increasing range of healthcare and healthcare-related products. At September 30, 2009, the Company had $17,631,062 in total assets against $21,817,237 in total liabilities and $1,211,000 in Redeemable preferred stock -- Zurvita Holdings. At September 30, the Company had accumulated deficit of $129,443,586 and stockholders' deficit of $5,397,175. Going Concern Doubt McGladrey & Pullen, LLP, in Ft. Lauderdale, raised substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial results for the year ended December 31, 2008. The auditors pointed that the Company has suffered recurring losses from operations and has negative working capital. According to the Company's Form 10-Q report for the period ended September 30, 2009, filed with the Securities and Exchange Commission, the Company is in default under: -- a Promissory notes payable to investors and shareholders; bearing interest ranging from 8% to 10% per annum; due December 2006. About $415,000 was due under the notes payable as of September 30; -- a Convertible promissory note payable to investor; bearing interest at 7.5% per annum; due December 2006. About $100,000 was due under the notes payable as of September 30; -- a Promissory notes payable to investors and shareholders; bearing interest of 1.53% per annum; due through June 2004, increasing to 15% thereafter. About $114,950 was due under the notes payable as of September 30. AMBERTON APARTMENTS: Case Summary & 19 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Amberton Apartments, LLC aka Amberton Apartments fka RSG-Amberton, LLC 1550 University Woods Place Tampa, FL 33612 Bankruptcy Case No.: 10-03402 Chapter 11 Petition Date: February 18, 2010 Debtor-affiliates filing separate Chapter 11 petition February 17, 2010: Entity Case No. ------ -------- Brentwood Apartments Tampa, LLC 10-03334 Debtor-affiliates filing separate Chapter 11 petition January 28, 2010: Entity Case No. ------ -------- River Park Naples Limited Partnership 10-01837 The RSG Family Limited Partnership-Gordon River 10-01843 Debtor-affiliates filing separate Chapter 11 petition January 6, 2010: Entity Case No. ------ -------- Palma Ceia Apartments, LLC 10-00166 Debtor-affiliates filing separate Chapter 11 petition December 15, 2009: Entity Case No. ------ -------- Brookside Tampa, LLC 09-28510 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: K. Rodney May Debtor's Counsel: Amy Denton Harris, Esq. Stichter, Riedel, Blain & Prosser, P.A. 110 E Madison Street, Suite 200 Tampa, FL 33602-4700 Tel: (813) 229-0144 Fax: (813) 229-1811 Email: aharris.ecf@srbp.com Scott A. Stichter, Esq. Stichter, Riedel, Blain & Prosser 110 E. Madison Street, Suite 200 Tampa, FL 33602-4700 Tel: (813) 229-0144 Fax: (813) 229-1811 Email: sstichter.ecf@srbp.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 19 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flmb10-03402.pdf The petition was signed by Ronald L. Glas, president of the company. AMERICAN SOIL: Could Not File Form 10-Q on Time ----------------------------------------------- American Soil Technologies Inc. said it could not file its Form 10-Q within the prescribed time period because it was unable to obtain the necessary review of the quarterly report for the fiscal first quarter ended Dec. 31, 2009. American Soil's balance sheet at June 30, 2009, showed total assets of $1.96 million and $5.07 million, resulting in a stockholders' deficit of about $3.11 million. At Sept. 30, 2009, the stockholders' deficit further rose to $4.86 million, with assets at $411,000 and debts at $5.28 million. For the fiscal year ended Sept. 30, 2009, the Company posted a net loss of $2.84 million, on revenue of $237,000. About American Soil Based in Pacoima, California, American Soil Technologies Inc. (OTC BB: SOYL) -- http://www.americansoiltech.com/-- develops, manufactures, and markets polymer soil amendments to the agricultural, turf, and horticulture industries in North America. It manufactures three primary products: Agriblend, a soil amendment developed for agriculture; Soil Medic, a slow release liquid fertilizer; and Nutrimoist, developed for homes, parks, golf courses, and other turf related applications. The Company was founded in 1993. Going Concern Doubt McKennon, Wilson & Morgan LLP in Irvine, California expressed substantial doubt about American Soil's ability to continue as a going concern after auditing the Company's financial statements for the fiscal years ended Sept. 30, 2009, 2008, and 2007. The auditor noted that the Company incurred losses in recent history, and has significant working capital and accumulated deficits. ARIQ RABADI: Case Summary & 12 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Ariq Rabadi aka Dr. Ariq Rabadi dba Chiropractic Office of Throgs Neck 18 Frost Lane Hartsdale, NY 10530 Bankruptcy Case No.: 10-22295 Chapter 11 Petition Date: February 18, 2010 Court: United States Bankruptcy Court Southern District of New York (White Plains) Debtor's Counsel: Jeffrey A. Reich, Esq. Reich Reich & Reich, P.C. 235 Main Street, Suite 450 White Plains, NY 10601 Tel: (914) 949-2126 Fax: (914) 949-1604 Email: reichlaw@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 12 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nysb10-22295.pdf The petition was signed by Ariq Rabadi. A.T. REYNOLDS: Mediation Refusal Results in Sanctions ----------------------------------------------------- WestLaw reports that a secured creditor and its counsel failed to participate in court-ordered mediation in good faith, warranting an order requiring the creditor and counsel to pay the mediator and the other parties their costs in preparing for and attending the mediation. The creditor failed to send a representative with full settlement authority, and the creditor's counsel refused to participate in discussion and risk analysis, instead cutting off the discussion of substantive issues. In addition, the creditor's counsel attempted to control the procedural aspects of the mediation, contrary to a general order providing that the mediator was to control the mediation's procedural aspects. In re A.T. Reynolds & Sons, Inc., --- B.R. ----, 2010 WL 423007 (Bankr. S.D.N.Y.) (Morris, J.). A.T. Reynolds & Sons, Inc., dba Leisure Time Spring Water, sought chapter 11 protection (Bankr. S.D.N.Y. Case No. 08-37739) on Dec. 5, 2008. Nicholas A. Pascale, Esq., at Tarshis Catania Liberth Mahon Milligram in Newburgh, N.Y., represents the Debtor. At the time of the filing, the Debtor reported $5,327,072 in assets and $3,658,682 in liabilities. Wells Fargo controlled and disbursed Debtor's cash collateral pursuant to numerous court orders entered in the chapter 11 case. On Mar. 27, 2009, the Court held an auction and sale hearing, and Debtor was sold as a going concern to Boreal Water Collection, Inc. The sale was made effective by an Order signed and entered on Apr. 3, 2009. A dispute erupted about who was going to pay the Debtor's employees for the period from Mon., Mar. 30 through Fri., Apr. 3, 2009. In a Mediation Order dated Aug. 27, 2009, the Honorable Cecelia G. Morris ordered the Debtor, CCV Restructuring, Boreal, Wells Fargo Bank, and counsel to the Committee of Unsecured Creditors to mediation with Robert Goldman, to resolve their disputes about the terms of the Sec. 363 Sale. At a hearing on Nov. 17, 2009, Mr. Goldman advised the Court that one of the Mediation Parties failed to participate in the Mediation in good faith, and that he would provide a report to the Court describing his reasons for making this determination. On Dec. 3, 2009, the Court issued an order to show cause directing Wells Fargo and its counsel to appear and show cause why they should not be sanctioned for contempt of the Mediation Order and General Order M-390, the most current statement of the mediation program for the Bankruptcy Court for the Southern District of New York. The Court held a hearing on the Order to Show Cause on Dec. 31, 2009, which was attended by two representatives of Wells Fargo, and an associate and a partner of Wells Fargo's counsel in this matter, Ruskin Moscou Faltischek, P.C. The issue confronting Judge Morris is whether mere attendance at court-ordered mediation, without active participation in the mediation process, satisfies the requirement to participate in good faith, and Judge Morris says that attendance without active participation is insufficient to constitute good-faith participation in mediation. "In the case at bar, the Court finds that the Mediation Order was clear and unambiguous, and the Court finds clear evidence that Wells Fargo and its counsel failed to participate in good faith. Therefore, Wells Fargo and its counsel must bear the costs of the mediation as a sanction for their violation of General Order M-211 and the Mediation Order," Judge Morris says. AVAYA INC: Bank Debt Trades at 13% Off in Secondary Market ---------------------------------------------------------- Participations in a syndicated loan under which Avaya, Inc., is a borrower traded in the secondary market at 86.59 cents-on-the- dollar during the week ended Friday, Feb. 19, 2010, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 2.07 percentage points from the previous week, The Journal relates. The Company pays 275 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 26, 2014. The bank debt is not rated by Moody's and Standard & Poor's. The debt is one of the biggest gainers and losers among 187 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Avaya, Inc., based in Basking Ridge, New Jersey, is a supplier of communications systems and software for enterprise customers. The Troubled Company Reporter stated on Dec. 23, 2009, that Moody's downgraded Avaya's corporate family rating to B3 from B2. The downgrade was driven by challenges presented by the acquisition of Nortel's enterprise assets as well as the large amount of additional debt incurred to finance the acquisition (approximately $1 billion). The TCR reported on Sept. 16, 2009, that Standard & Poor's placed its ratings, including the 'B' corporate credit rating, on Avaya, Inc., on CreditWatch with negative implications, following the company's announcement that it has been accepted as the buyer of Nortel Networks Corp.'s (not rated) Enterprise Solutions businesses, for $900 million. BAYSHORE REDMONT: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Bayshore Redmont, Inc. dba The Redmont Hotel 2101 Fifth Avenue North Birmingham, AL 35203 Bankruptcy Case No.: 10-00984 Chapter 11 Petition Date: February 18, 2010 Court: United States Bankruptcy Court Northern District Of Alabama (Birmingham) Judge: Tamara O. Mitchell Debtor's Counsel: Steven D. Altmann, Esq. Najjar Denaburg, P.C. 2125 Morris Avenue Birmingham, AL 35203 Tel: (205) 250-8466 Email: saltmann@najjar.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/alnb10-00984.pdf The petition was signed by James W. Lewis Jr., president of the Company. BERRY PLASTICS: Has $29.2 Net Loss for Quarter Ended Jan. 2 ----------------------------------------------------------- Berry Plastics Corporation said it incurred a net loss of $29.2 on net sales of $879.6 for the quarterly period ended Jan. 2, 2010, compared with a net loss of $29.4 million on net sales of $865.0 million for the quarterly period ended Dec. 27, 2008. The Company reported $5.31 billion in total assets and $5.01 billion in total liabilities, resulting to $297.3 million of stockholders' equity as of Jan. 12, 2010. The Company's senior secured credit facilities consist of $1.2 billion term loan and $481.7 million asset-based revolving line of credit. The availability under the revolving line of credit is the lesser of $500.0 million or based on a defined borrowing base which is calculated based on available accounts receivable and inventory. The term loan matures on April 3, 2015 and the revolving line of credit matures on April 3, 2013. The LIBOR rate on the term loan and the line of credit were 0.25% and 0.24% at January 2, 2010, respectively, determined by reference to the costs of funds for Eurodollar deposits in dollars in the LIBOR for the interest period relevant to such borrowing plus the applicable margin. The applicable margin for LIBOR rate borrowings under the revolving credit facility ranges from 1.25% to 1.75% and for the term loan is 2.00%. The line of credit is also subject to an unused commitment fee for unused borrowings ranging from 0.25% to 0.35% per annum and a letter of credit fee of 0.125% per annum for each letter of credit that is issued. The revolving line of credit allows up to $100.0 million of letters of credit to be issued instead of borrowings under the revolving line of credit. At January 2, 2010, the Company had $22.0 million of cash and $156.0 million outstanding on the revolving credit facility providing unused borrowing capacity of $292.0 million under the revolving line of credit subject to the solvency of the Company's lenders to fund their obligations and borrowing base calculations. The Company was in compliance with all covenants at January 2, 2010. The Company's fixed charge coverage ratio, as defined in the revolving credit facility, is calculated based on a numerator consisting of Adjusted EBITDA less pro forma adjustments, income taxes paid in cash and capital expenditures, and a denominator consisting of scheduled principal payments in respect of indebtedness for borrowed money, interest expense and certain distributions. The Company is obligated to sustain a minimum fixed charge coverage ratio of 1.0 to 1.0 under the revolving credit facility at any time when the aggregate unused capacity under the revolving credit facility is less than 10% of the lesser of the revolving credit facility commitments and the borrowing base or during the continuation of an event of default. At January 2, 2010, the Company had unused borrowing capacity of $292.0 million under the revolving credit facility subject to a borrowing base and thus was not subject to the minimum fixed charge coverage ratio covenant. Its fixed charge ratio as of January 2, 2010 was 1.0 to 1.0. Despite not having financial maintenance covenants, its debt agreements contain certain negative covenants. The failure to comply with these negative covenants could restrict the Company's ability to incur additional indebtedness, effect acquisitions, enter into certain significant business combinations, make distributions or redeem indebtedness. The term loan facility contains a negative covenant first lien secured leverage ratio covenant of 4.0 to 1.0 on a pro forma basis for a proposed transaction, such as an acquisition or incurrence of additional first lien debt. The first lien secured leverage ratio was 3.5 to 1.0 as of January 2, 2010. A full-text copy of the Company's quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?53a2 About Berry Plastics Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At June 27, 2009 the Company had 64 production and manufacturing facilities, with 58 located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc. Berry Group is primarily owned by affiliates of Apollo Management, L.P. and Graham Partners. Berry, through its wholly owned subsidiaries operates in four primary segments: Rigid Open Top, Rigid Closed Top, Flexible Films, and Tapes/Coatings. The Company's customers are located principally throughout the United States, without significant concentration in any one region or with any one customer. At September 26, 2009, the Company had total assets of $4.401 billion against total liabilities of $4.079 billion, resulting in stockholders' equity of $321.7 million. Berry Plastics reported a net loss of $26.2 million for the fiscal year ended September 26, 2009, from a net loss of $101.1 million for fiscal year ended September 27, 2008, and net loss of $116.2 million for fiscal year ended September 27, 2008. * * * According to the Troubled Company Reporter on Oct. 30, 2009, Standard & Poor's Ratings Services said that based on preliminary terms and conditions, it assigned its 'B' senior secured debt rating to the proposed offering of $325 million of first-priority senior secured notes due 2015, which Berry Plastics Escrow LLC and Berry Plastics Escrow Corp will jointly issue. The recovery rating is '2', indicating S&P's expectation for substantial (70%- 90%) recovery for the holders of these notes in the event of a payment default. Also based on preliminary terms and conditions, Standard & Poor's assigned a 'CCC' senior secured debt rating to the same issuers' proposed offering of $295 million of second-priority senior secured notes due 2014. The recovery rating is '6', indicating S&P's expectation for negligible (0%-10%) recovery for second-lien noteholders in the event of a payment default. BIG STUFF STORAGE: Case Summary & 8 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Big Stuff Storage, LLC 1570 Blaine Avenue Salt Lake City, UT 84105 Bankruptcy Case No.: 10-50471 Chapter 11 Petition Date: February 18, 2010 Court: United States Bankruptcy Court District of Nevada (Reno) Judge: Gregg W. Zive Debtor's Counsel: Alan R. Smith, Esq. 505 Ridge St. Reno, NV 89501 Tel: (775) 786-4579 Email: mail@asmithlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of $1,764,150, and total debts of $1,666,863. A full-text copy of the Debtor's petition, including a list of its 8 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nvb10-50471.pdf The petition was signed by Alan J. Huber, managing member of the Company. BLOCKBUSTER INC: In Talks with UK Landlords to Cut Store Numbers ---------------------------------------------------------------- Daniel Thomas, Anousha Sakoui and Esther Bintliff at The Financial Times report that Blockbuster Inc. has been working with KPMG on negotiations with more than 600 landlords as part of its plans to cut costs. According to the FT, the company has been in talks with its UK landlords to reduce store numbers and costs through rent reductions. The FT relates the company has come under competition from Internet-based rivals, including postal DVD rental services such as Lovefilm.com, which has led to analysts questioning the need for large networks of regional stores. Blockbuster has considered several lease restructuring options across its national chain of shops, the FT says. The chain has about 630 stores in the UK, its second-largest market, the FT discloses. KPMG has also advised Blockbuster in removing the guarantees from UK leases that were in place from its split from Viacom, the FT notes. The use of a company voluntary agreement, an insolvency procedure that allows a company to negotiate a restructuring of its unsecured debts, such as those with landlords or suppliers, is considered to be less likely, the FT states. Dallas-based Blockbuster Inc. (NYSE: BBI, BBI.B) is a global provider of rental and retail movie and game entertainment. The Company provides its customers with convenient access to media entertainment anywhere and any way they want it -- whether in- store, by-mail, through vending and kiosks or digital download. With a highly recognized brand name and a library of over 125,000 movie and game titles, Blockbuster leverages its multi-channel presence to further build upon its leadership position in the media entertainment industry and to best serve the two million daily global customers and over 50 million annual global customers. The Company may be accessed worldwide at http://www.blockbuster.com/ As reported by the Troubled Company Reporter, Sept. 18, 2009, Standard & Poor's Ratings Services raised its corporate credit rating on Blockbuster to 'B-' from 'CCC'. The outlook is stable. The TCR on Oct. 6, 2009, said Moody's Investors Service upgraded Blockbuster's long term ratings, including its probability of default rating to 'Caa1' from 'Caa3' and its corporate family rating to 'Caa1' from 'Caa2'. The rating outlook is stable. BUILDERS FIRSTSOURCE: Narrows 2009 Annual Net Loss to $61.9MM ------------------------------------------------------------- Builders FirstSource, Inc., last week reported its results for the fourth quarter and fiscal year ended December 31, 2009. Builders FirstSource said sales were $677.9 million in fiscal year 2009 compared to $992.0 million in 2008, a decline of $314.1 million or 31.7%. Net loss was $61.9 million, or $1.58 loss per diluted share, in 2009 compared to $139.5 million in 2008, or $3.59 loss per diluted share, in 2008. Sales were $154.0 million for the fourth quarter of 2009 compared to $192.9 million for the same period in 2008, a decline of $38.9 million or 20.2%. Net income was $6.6 million, or $0.17 per diluted share, compared to net loss of $58.9 million, or $1.51 loss per diluted share, in the fourth quarter of 2008. The Company recorded facility closure costs of $1.2 million in both 2009 and 2008. The majority of the facility closure costs relate to future lease obligations on the closed facilities. At December 31, 2009, the Company had total assets of $434.951 million against total liabilities of $388.004 million, resulting in stockholders' equity of $46.947 million. The Company said its available liquidity was $68.4 million at December 31, 2009, and outstanding borrowings under its revolving credit facility were $20 million. Borrowing availability at December 31, 2009, was $0, as approximately $15.7 million of its $84.1 million cash balance at year-end supported a shortfall in the $35.0 million minimum liquidity covenant under its revolving credit facility. Operating cash flow was $(2.7) million in the current year compared to $(28.9) million in 2008. Capital expenditures were $2.1 million in 2009 as compared to $8.2 million in 2008. "We saw an improving trend in housing starts towards the end of 2009, as the national seasonally adjusted annual rate for single- family starts increased from 393,000 at the end of 2008, to 477,000 at the end of 2009," said Floyd Sherman, Builders FirstSource Chief Executive Officer. "However, actual single- family starts dropped 28.4% from 622,000 starts in 2008, to 445,200 starts in 2009. Quarter-over-quarter, national single- family starts were relatively flat, but multi-family starts continued to decline, dropping 62% quarter-over-quarter. While our 2009 sales and gross margin were down $314.1 million and $73.1 million, respectively, from 2008, our adjusted EBITDA decreased only $2.7 million. This was accomplished through our continued focus on reducing operating expenses by managing headcount and rationalizing capacity in order to become a more efficient company." Rights Offering and Debt Exchange On January 22, 2010, the Company announced the completion of its rights offering and debt exchange. The closing of the transactions reduced the Company's long-term debt by $130 million and extended the maturity of $139.7 million of the Company's remaining debt of $169.2 million to 2016. The rights offering also provided $65 million in net proceeds to the company, resulting in an estimated cash position at closing of $142 million. The Company also expects to receive a $32 million to $34 million income tax refund in the second quarter 2010. Outlook The Company cannot predict the duration of the current market conditions or the strength of future recovery in the housing market. The Company believes housing starts will stabilize and may improve slightly in certain markets in 2010. The extension of the federal tax credit for first-time homebuyers is expected to contribute somewhat to this improvement. Increased competitive pressure arising from the current conditions may continue to have a negative impact on the Company's sales, gross margins and operating results and may be a limiting factor in the Company's ability to grow market share. Mr. Sherman concluded, "The successful closing of our rights offering and debt exchange in early 2010 allowed us to reduce our outstanding debt by $130 million and extend the maturity of most of our remaining debt until 2016. These transactions along with an income tax refund of $32-$34 million that we expect to receive in the second quarter of 2010 will certainly improve our liquidity position and provide us with a substantial amount of additional cash to help fund our operations during this difficult housing environment, and potentially take advantage of acquisition opportunities. Although these challenging industry conditions persist, we believe that continued execution of our action plan to generate new business, conserve liquidity, contain costs, and prudently manage credit will help us to be a stronger, more efficient company when the housing market begins its recovery." A full-text copy of the Company's earnings release is available at no charge at http://ResearchArchives.com/t/s?53a6 About Builders FirstSource Headquartered in Dallas, Texas, Builders FirstSource Inc. -- http://www.bldr.com/-- is a supplier and manufacturer of structural and related building products for residential new construction. The company operates in 9 states, principally in the southern and eastern United States, and has 55 distribution centers and 51 manufacturing facilities, many of which are located on the same premises as its distribution facilities. * * * According to the Troubled Company Reporter on Jan. 28, 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Dallas-based Builders FirstSource Inc., a manufacturer and supplier of building products for new residential construction, to 'CCC+' from 'SD'. The outlook is positive. BURLINGTON COAT: Bank Debt Trades at 8% Off in Secondary Market --------------------------------------------------------------- Participations in a syndicated loan under which Burlington Coat Factory Warehouse Corp. is a borrower traded in the secondary market at 92.06 cents-on-the-dollar during the week ended Friday, Feb. 19, 2010, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 0.84 percentage points from the previous week, The Journal relates. The Company pays 225 basis points above LIBOR to borrow under the facility. The bank loan matures on May 28, 2013, and carries Moody's B3 rating and Standard & Poor's B- rating. The debt is one of the biggest gainers and losers among 187 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Burlington Coat Factory Warehouse Corp. operate stores in 44 states and Puerto Rico, which sell apparel, shoes and accessories for men, women and children. A majority of the stores offer a home furnishing and linens department and a juvenile furniture department. As of Sept. 4, 2009, the Company operates 433 stores under the names "Burlington Coat Factory Warehouse" (415 stores), "MJM Designer Shoes" (15 stores), "Cohoes Fashions" (two stores), and "Super Baby Depot" (one store) in 44 states and Puerto Rico. As reported by the Troubled Company Reporter on June 29, 2009, Fitch Ratings affirmed its Issuer Default Rating at 'B-'; US$800 million asset-based revolver rating at 'B+/RR1'; US$900 million term loan rating at 'B/RR3', on Burlington Coat Factory Warehouse Corp. Fitch revised these ratings to reflect the new issue rating definitions as of March 2009 -- US$305 million senior unsecured notes revised to 'CC/RR6' from 'CCC/RR6'; US$99 million senior discount notes revised to 'C/RR6' from 'CCC-/RR6'. C2 MEDIA INC: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: C2 Media Inc. fka C2 Media.Com Inc. 423 West 55th Street New York, NY 10019 Bankruptcy Case No.: 10-10784 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- C2 Media LLC 10-10783 Keogh & Co. 10-10785 C2 Technology Inc. 10-10786 C2 Media Canada Holdings LLC 10-10787 Chapter 11 Petition Date: February 18, 2010 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Robert E. Gerber Debtor's Counsel: Isaac Nutovic, Esq. Nutovic & Associates 488 Madison Avenue, 16th Floor New York, NY 10022 Tel: (212) 421-9100 Fax: (212) 421-8618 Email: INutovic@Nutovic.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 David J. Manning, president of the Company. CANWEST GLOBAL: Judge Rejects Catalyst Bid in Favor of Shaw ----------------------------------------------------------- Canwest Global Communications Corp. said February 20 that the Ontario Superior Court of Justice (Commercial List) permitted the Company to enter into a Subscription Agreement with Shaw Communications Inc. and the other transaction agreements relating to Shaw's commitment to make an equity investment in a restructured Canwest upon completion of the Company's proposed recapitalization transaction. The Debtors also had sought approval of an amendment dated February 11, 2010, to the Support Agreement and Restructuring Term Sheet made between the members of the Ad Hoc Committee and the CMI Entities; and a support agreement dated February 11, 2010, between Shaw Communications, Canwest Global and the 8% Senior Subordinated Noteholders party thereto. The Subscription Agreement, the related amendment to the support agreement between the Company and the members of the ad hoc committee of 8% senior subordinated noteholders of Canwest Media Inc. and the related support agreement between Canwest, Shaw and the members of the Ad Hoc Committee required the Approval Order to become effective and binding. Shaw agreed to purchase $95 million in Class A Voting Shares of Restructured Canwest, representing a 20% equity interest and an 80% voting interest upon its emergence from the creditor protection proceedings under the Companies' Creditors Arrangement Act (Canada). Based on this investment, Restructured Canwest has an implied equity value of $475 million. Shaw also agreed to fund cash payments to certain affected creditors of the Company, CMI and certain of Canwest's other subsidiaries that are involved in the CCAA proceeding and also to fund cash payments to Canwest's existing shareholders, in exchange for additional Class A Voting Shares of Restructured Canwest. This would result in Shaw's equity interest in Restructured Canwest increasing above the initial 20%. Members of the Ad Hoc Committee have the right to participate pro rata with Shaw in the funding of the additional commitment. Under the amended terms of the recapitalization transaction, affected creditors (including the members of the Ad Hoc Committee) who would otherwise be entitled to receive at least 5% of the outstanding equity shares of Restructured Canwest may elect to receive shares in full satisfaction of their claims. All other affected creditors, including those eligible to receive shares of Restructured Canwest but which have elected not to receive shares, will receive cash payments to extinguish their claims, in amounts equal to the value of the equity that they would have otherwise received under the amended transaction involving Shaw. Holders of Canwest's existing 177.6 million shares will receive cash payments in exchange for their shares equivalent in the aggregate to 2.3% of the implied equity value of Restructured Canwest, or approximately $11 million in aggregate. Completion of the equity investment by Shaw is subject to the satisfaction of various closing conditions, including the receipt of regulatory approval from the Canadian Radio-television and Telecommunications Commission, creditor and Court approvals of the Company's restructuring plan. The Subscription Agreement may be terminated by Shaw or Canwest in certain circumstances. In certain limited circumstances, Canwest would be required to pay Shaw a termination fee in the amount of $5 million and reimburse Shaw for its out-of-pocket fees and expenses up to a maximum amount of $2.5 million. The Expense Reimbursement is also payable to Shaw on the closing of the equity subscription transaction. Under the terms of the various agreements, creditor approval of the recapitalization transaction is required to be obtained no later than April 15, 2010, and the closing of the recapitalization transaction must occur no later than August 11, 2010. The amended recapitalization transaction contemplates that Restructured Canwest will be a private company following its emergence from CCAA proceedings. The Company continues to work with its various stakeholders in order to resolve outstanding matters in connection with its planned emergence from creditor protection under the CCAA. The Subscription Agreement pertains only to Canwest, CMI and certain of Canwest's other subsidiaries. It does not relate to Canwest Limited Partnership, Canwest (Canada) Inc. and their subsidiaries, which operate Canwest's newspaper publishing and online operations and which are the subject of a separate Court- supervised financial restructuring process. Catalyst Capital Bid Bloomberg News reported that Catalyst Capital Group Inc., a Toronto-based private-equity firm, lost a bid to obtain a controlling stake in Canwest. Catalyst, which led a group of investors including Canwest's founding Asper family and supported by Goldman Sachs Group Inc., offered C$120 million ($114 million) for a stake in Canwest. According to the report, the Ontario Court rejected that bid in favor of an earlier C$95 million proposal by Calgary-based Shaw Communications which would give that company a 20% equity stake in Canwest and an 80% voting interest. Bloomberg relates that Dan Gagnier, a New York-based spokesman for the Catalyst group, confirmed in a phone interview that the group's offer was rejected by the court. Subscription Agreement According to the Monitor, the Subscription Agreement, together with the Subscription Term Sheet, contemplates that, rather than restructure Canwest Global as a public company, Restructured Canwest Global will be a private company whose shareholders will be comprised of Shaw Communications, or a direct or indirect wholly owned subsidiary of Shaw Communications that is Canadian, and those 8% Senior Subordinated Noteholders and other participating creditors of Canwest Global that elect to receive equity shares of Restructured Canwest Global and that would hold at least 5% of the equity of Restructured Canwest Global following the completion of the proposed Recapitalization Transaction. Participating Creditors, except certain consenting noteholders, can elect to receive cash payments to extinguish their interests to be affected pursuant to the plan of arrangement or compromise on the terms set out in the Support Agreement Amendment equal to the value of the equity they would otherwise have received under the Recapitalization Transaction as originally proposed. Subject to limited exceptions, Consenting Noteholders will elect to receive shares. Creditors that would hold less than 5% of the equity of Restructured Canwest Global following the completion of the Original Recapitalization Transaction and existing shareholders of Canwest Global will receive cash payments to extinguish their interests to be affected pursuant to the Shaw Plan equal to the value of the equity they would otherwise have received under the Original Recapitalization Transaction. All cash payments will be funded from the proceeds paid by Shaw for an additional commitment of equity shares of Restructured Canwest Global subject to the right of the members of the Ad Hoc Committee to elect to participate pro rata with Shaw in the funding of the Additional Commitment. The Subscription Agreement provides that, prior to or as soon as reasonably practicable following the successful completion of the Recapitalization Transaction, Restructured Canwest Global will apply to be de-listed from the TSX Venture Exchange and will apply to cease to be a reporting issuer for purposes of Canadian securities laws. The Monitor says that the Subscription Agreement contains certain customary deal protection provisions, including an "exclusivity" provision and a "termination fee" provision in favor of Shaw. The "termination fee" provisions require Canwest Global to pay a termination fee in the amount of $5 million to Shaw and to reimburse Shaw for certain out-of-pocket fees and expenses up to $2.5 million in the event that Canwest Global fails to satisfy certain conditions in favor of Shaw or if Canwest Global terminates the Shaw Support Agreement under certain circumstances. Amended Support Agreement As the Subscription Agreement contemplates that Restructured Canwest Global will be a private company, as opposed to a publicly-traded entity, the CMI Entities and the Ad Hoc Committee have agreed to enter into an Amended Support Agreement in order to amend and restate a number of the terms of the Support Agreement and the Restructuring Term Sheet so that each will conform with the Subscription Agreement. Some of the material amendments or revisions set out in the Amended Support Agreement include: (a) if an affected creditor, including an 8% Senior Subordinated Noteholder, would, individually or on a pro forma basis, hold at least 5% of the outstanding equity shares of Restructured Canwest Global if it elected to receive shares in full satisfaction of any of its proven claims and other payment entitlements under the Amended Support Agreement, then the affected creditor may elect to receive shares of Restructured Canwest Global in full satisfaction of all the claims; (b) each affected creditor, including an 8% Senior Subordinated Noteholder, that is not permitted to, or otherwise elects not to, receive shares of Restructured Canwest Global, will receive a cash payment equal in dollar value to its pro rata entitlement to the equity shares of Restructured Canwest Global; and (c) each affected creditor that is a Participating Creditor will receive shares in Restructured Canwest Global representing a percentage ownership of the outstanding equity shares of Restructured Canwest Global equal to the Participating Creditors' pro rata entitlement to the applicable equity percentages outlined in the Subscription Term Sheet. Parties Finalize Transaction Subsequent to the finalization of the CMI Entities' motion materials, the Monitor engaged in discussions with Canwest Global and Shaw in order to determine if there was a proactive way in which the parties could respond to anticipated information requests while still preserving the integrity of the investment solicitation process that had been undertaken. As a result of these discussions, Shaw and Canwest Global agreed that redacted versions of the Subscription Agreement removing the proposed transaction's economic terms could be made available to parties on the service list provided that the parties first agreed to appropriate confidentiality and standstill restrictions until the Court makes an endorsement finally disposing of the CMI Entities' motion. On February 11, 2010, the Board of Directors of Canwest Global, upon the recommendation of the Special Committee of the Board of Directors of Canwest Global, approved the Subscription Agreement. The Subscription Agreements have been executed by the parties thereto and, should the Order requested by the CMI Entities be granted, the agreements will become effective and binding. The Monitor also relates that the CMI Entities and the ad hoc committee of 8% Senior Subordinated Noteholders have agreed to enter into the Amended Support Agreement in order to amend and restate a number of the terms of the Support Agreement and the Restructuring Term Sheet so that each will conform with the Subscription Agreement. Strategic Deal The Globe and Mail reports Shaw Communications' acquisition of a controlling stake in CanWest Global provides Shaw with a bevy of media assets that will help it compete with rivals Rogers Communications Inc. and Quebecor Inc. "This puts Shaw on an equal footing with Quebecor and Rogers and further eclipses Telus," The Globe and Mail quoted Iain Grant, a telecom analyst of the SeaBoard Group consultancy, as saying. Moreover, The Globe and Mail revealed that for Shaw, the real plum of its investment commitment with Canwest is the coveted collection of specialty channels that CanWest acquired from Alliance Atlantis in 2007, including Showcase and Food Network Canada. However, the Globe and Mail says, Shaw will face tough negotiations with investment bank Goldman Sachs, which currently controls 65 per cent of the channels, before it can acquire full control of the channels. According to The Globe and Mail, the investment by Shaw Communications does not mean the cable and satellite provider will merge with CanWest; rather, it will invest in a separate company with its own board of directors. It also allows CanWest to satisfy Canadian ownership requirements, the company said. The Globe and Mail also adds that the restructured entity of Canwest will operate as a separate, privately-run company essentially controlled by Shaw. The deal specifically excludes Corus Entertainment Inc., which is controlled by the Shaw family, from investing or participating in the transaction. However, The Globe and Mail revealed, there was speculation among analysts that Corus could eventually buy the cable channels. The Calgary-based company's investment will help CanWest to pay back its creditors. The deal does not affect the restructuring of CanWest's newspaper division, or the auction of those assets, The Globe and Mail relates. Shaw, Canwest to Cooperate with Goldman Sachs Canwest Global and Shaw said they plan to co-operate in negotiations with Goldman Sachs after the investment-banking giant blasted the two Canadian media companies for negotiating a sale behind its back, reports Janet Whitman of The Financial Post. The Post says Goldman Sachs is a key constituent in any restructuring of Canwest's television assets because of its ownership stake in 13 specialty channels which the bank and Canwest acquired from Alliance Atlantis Communications Inc. in 2007. The report relates that Goldman Sachs lawyers were "gravely concerned" that Canwest had entered into a deal to be acquired by Shaw without its knowledge. The lawyers described the negotiation, in a letter which was included in a filing by the court-appointed monitor, as ". . . nothing short of a surprise attack that is in flagrant violation of the terms governing the discussions between [Goldman] and the noteholder committee." Ms. Whitman reported that Goldman Sachs has not taken a position on the Shaw proposal and isn't necessarily opposed to the deal, which will give Shaw at least a 20% equity stake and 80% voting interest in Canwest's television business. However, Goldman Sachs said it shouldn't be restricted from discussing the restructuring with Shaw or other potential suitors and that Canwest should provide the bank with complete information on other takeover alternatives that Canwest considered besides Shaw. "[Goldman] is open to meeting with Shaw at any time and as soon as can be arranged," the bank's lawyers said in a letter, report the Post. The court-appointed monitor, FTI consulting, said attempts to resolve issues regarding Goldman Sachs are a "difficult process." The Monitor, Canwest and its bankers and noteholders, however, said they consider Shaw's bid the "best overall offer." Citing a BMO Capital Markets report, The Wire Report pointed out that Shaw's plan to acquire a controlling stake in Canwest may be held up by the Canadian Radio-television and Telecommunications Commission's approval over concerns about foreign ownership and media convergence. About Shaw Communications Shaw Communications Inc. is a diversified communications company whose core business is providing broadband cable television, High- Speed Internet, Digital Phone, telecommunications services (through Shaw Business Solutions) and satellite direct-to-home services (through Shaw Direct). Shaw serves 3.4 million customers, including over 1.7 million Internet and 900,000 Digital Phone customers, through a reliable and extensive network, which comprises 625,000 kilometres of fibre. Shaw is traded on the Toronto and New York stock exchanges and is included in the S&P/TSX 60 Index (Symbol: TSX - SJR.B, NYSE - SJR). About Canwest Global Canwest Global Communications Corp. (TSX: CGS and CGS.A) -- http://www.canwest.com/-- an international media company, is Canada's largest media company. In addition to owning the Global Television Network, Canwest is Canada's largest publisher of English language daily newspapers and owns, operates and holds substantial interests in conventional television, out-of-home advertising, specialty cable channels, web sites and radio stations and networks in Canada, New Zealand, Australia, Turkey, Indonesia, Singapore, the United Kingdom and the United States. On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest Television Limited Partnership (including Global Television, MovieTime, DejaView and Fox Sports World), The National Post Company and certain subsidiaries voluntarily entered into, and successfully obtained an Order from the Ontario Superior Court of Justice (Commercial Division) commencing proceedings under the Companies' Creditors Arrangement Act. The CMI Entities' commencement of these proceedings was undertaken in furtherance of a proposed recapitalization transaction that is supported by over 70% of holders of the 8% senior subordinated notes issued by CMI. On the same day, FTI Consulting Canada Inc., the Court-appointed Monitor in the CCAA proceedings, sought protection in the United States Bankruptcy Court under Chapter 15 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for certain of the entities involved in Canwest's television business that filed for protection under the CCAA, including Canwest, Canwest Media Inc. and Canwest Global Broadcasting Inc./Radiodiffusion Canwest Global Inc. Judge Stuart M. Bernstein presides over the Chapter 15 cases. Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford, Connecticut, serves as Chapter 15 Petitioner's counsel. The Chapter 15 Debtors disclosed estimated assets of $500 million to $1 billion and estimated debts of $50 million to $100 million. In a regulatory filing with the U.S. Securities and Exchange Commission, Canwest Media disclosed C$4,847,020,000 in total assets and C$5,826,522,000 in total liabilities at May 31, 2009. Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy News. The newsletter tracks the CCAA proceedings and Chapter 15 proceedings undertaken by Canwest Global Communications Corp. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). CAPRIUS INC: In Default Under Vintage Capital Loan Facility ----------------------------------------------------------- Caprius, Inc., disclosed that it is in default under a Securities Purchase and Sale Agreement, dated September 16, 2009, with Vintage Capital Group, LLC. Under the agreement, Vintage has advanced $2.2 million in cash to the Company, and subject to the Company fulfilling certain post- closing covenants and the absence of any event of default, up to an additional $800,000 may be made available to the Company. Interest on advances under the Loan Facility accrues at the rate of 14% per annum -- subject to a default rate of 17% per annum -- payable monthly in cash or in kind, subject to certain limitations. Advances under the Loan Facility, including any subsequent fundings, are secured by the grant to Vintage of a first priority lien, pledge and security interest in substantially all of the Company's assets. From the proceeds of the initial funding under the Loan Facility, $53,517 was used for repayment of an outstanding secured loan, and the balance was used for payment of certain outstanding liabilities. In addition, fees to Vintage and their costs related to the Loan Facility totaled $467,000. Thereafter, in accordance with the terms of the Loan Facility, payments were made to settle certain litigation and for securing certain technology rights. Caprius anticipates that future funding under the Loan Facility will be used for, among other things, working capital for production and further marketing of the SteriMed Systems and for the settlement of other outstanding obligations. Caprius also has entered into an Investment Monitoring Agreement with Vintage providing for an Operating Committee initially composed of Dwight Morgan and Jonathan Joels, executive officers and directors of Caprius, and two persons selected by Vintage. The Operating Committee was established to review budgets, strategic planning, financial performance and similar matters, and has the right to make recommendations to Caprius' Board of Directors. On January 22, 2010, as a post-closing obligation under the Loan Facility, the Company issued a warrant to Vintage to purchase 40% of Caprius common stock, $0.01 par value, on a fully diluted basis at an exercise price of $0.01 per share for a term of seven years. Based upon its present capitalization, the Vintage Warrant would be exercisable into 25,602,333 shares of Common Stock. In addition, Vintage received certain rights to register under the Securities Act of 1933, as amended, the shares underlying the Vintage Warrant, pursuant to a Registration Rights Agreement. Further, Caprius granted Vintage certain preemptive rights and observer rights for meetings of Caprius' Board pursuant to an Equity Rights Agreement. To accommodate the Common Shares underlying the Vintage Warrant, Caprius amended its Certificate of Incorporation to increase the number of shares of authorized Common Stock to 250,000,000 shares. As a condition to the Loan Facility, holders of more than a majority of the outstanding shares of each class of Caprius' outstanding preferred stock waived the anti-dilution provisions covering the shares of preferred stock with respect to the issuance of the Vintage Warrant and the underlying shares of Common Stock, and holders of more than a majority of Caprius' outstanding voting securities approved the increase in the number of authorized shares of Caprius Common Stock. Under the terms of the Loan Facility, the Company is required to undertake a number of post-closing conditions within certain specified timeframes. Vintage has given notice that Caprius is in default for not completing certain of the post-closing matters within the time periods specified in the Loan Facility, but may at its discretion make future advances under the Loan Facility that would not operate as a waiver of any of its remedies. Caprius has completed some of those post-closing matters and is working to complete the balance of those covenants which are curable. The interest rate on the Loan Facility has been increased to the default rate of 17% until such time as all defaults are cured or waived. Vintage is not obligated to fund the Company until such time as the defaults have been cured or waived. In a separate regulatory filing, Vintage said it will consider the feasibility and advisability of various alternative courses of action with respect to its investment in the Caprius, including increasing or disposing of its stake, or proposing changes in the present board of directors or management of the Company. As of January 22, 2010, Vintage beneficially owned 25,602,333 Shares, representing 40% of the Shares outstanding as reported to Vintage by the Company. Morgan Deal Caprius also disclosed that on October 16, 2009, it entered into an Employment Agreement with Dwight Morgan, its Chairman of the Board, Chief Executive Officer and President, for a term ending October 31, 2010, subject to one-year renewals. The Morgan Agreement includes, in addition to the continuation of Mr. Morgan's base salary at the current level of $250,000, a provision for an annual bonus as determined by the Compensation Committee, severance provisions, and non-competition provisions. Sassoon Settlement Effective on October 19, 2009, Caprius settled the litigation which had been instituted by Andre Sassoon and Andre Sassoon International, Inc., against Caprius, its subsidiary, MCM Environmental Technologies, Inc., and George Aaron, an executive officer, by paying Sassoon $180,000. A portion of the settlement was provided by Caprius' insurance carrier. Caprius also entered into mutual general releases and stipulations of discontinuance with prejudice. In addition, in connection with the settlement, Caprius received all previously outstanding common stock of MCM-US owned by third parties, which had been pledged to Sassoon under a previous shareholder agreement. As a result, Caprius now owns 100% of the equity of MCM-US. On November 30, 2009, the Office of the Chief Scientist in Israel approved the request of Caprius' Israeli subsidiary MCM Environmental Technologies Ltd. to transfer its technology rights to MCM-US upon repayment to the OCS of $240,000, representing the balance of an OCS grant. The OCS grant had been to assist MCM- Israel in the development of certain technology related to Caprius' SteriMed System. About Caprius Caprius, Inc. -- http://caprius.com/-- is engaged in manufacturing proprietary equipment for on-site medical waste processing. The Company and its subsidiary, M.C.M. Environmental Technologies, Inc., are headquartered in Hackensack, New Jersey. The Company's SteriMed Systems (SteriMed and SteriMed Junior) simultaneously shred and disinfect regulated medical waste, reducing its volume up to 90%, and rendering it harmless for disposal as ordinary waste. The SteriMed Systems are environmentally friendly and efficiently disinfect infectious clinical waste, including full sharps containers, dialyzers, blood lines, bandages, plastic tubing, glass and other waste in a 15 minute cycle. The patented technology is an alternative to costly hauling and incineration of medical waste. CATHOLIC CHURCH: Greens Appeal Sale of Pilgrim's Springs -------------------------------------------------------- Louis H. and Nancy E. Green notify the U.S. Bankruptcy Court for the District of Alaska that they will take an appeal from Judge MacDonald's order and judgment entered January 21, 2010, imposing sanctions for violation of the automatic stay and ordering the Greens to dismiss their parallel state court action for quiet title. The Greens elect to have their appeal heard at the U.S. Bankruptcy Court for the District of Alaska. The Greens also seek (i) an expedited request for a preliminary injunction against Catholic Bishop of Northern Alaska's proposed sale of the Pilgrim Springs Property, (ii) a lien on the Property, (iii) an expedited stay of the State Court dismissal, and (iv) an order allowing the parallel State Court Action to proceed. Diocese Objects Although it is both unclear and procedurally improper, the Diocese tells Judge MacDonald that it interprets certain clauses in the Notice of Appeal to be: (a) a motion for preliminary injunction to stop the auction of the Pilgrim Spring Property pursuant to the Plan and scheduled for March 5, 2010; (b) a request for a lien as adequate protection for the Greens' purported interest in the Pilgrim Springs Property if a sale were to occur; and (c) a request for a stay pending appeal. The Diocese also sought and obtained the Court's nod for an expedited hearing set for February 16, 2010, on its objection with respect to the Greens and Mr. Collins' requests. All three requests for relief are properly brought before the Bankruptcy Court, notwithstanding the loss of jurisdiction that occurs with an appeal, asserts Susan G. Boswell, Esq., at Quarles & Brady LLP, in Tucson, Arizona. Under Rule 8005 of the Federal Rules of Bankruptcy Procedure, she notes, a motion for stay pending appeal must be brought to the Bankruptcy Court in the first instance. Likewise, Ms. Boswell contends, the Bankruptcy Court is the only court where the Greens, and their attorney, Byron E. Collins, Esq., could file a complaint to support a preliminary injunction, without again violating the stay. Further requests for adequate protection in connection with the imminent sale of the Pilgrim Springs Property also clearly fall within the Bankruptcy Court's core jurisdiction and is not a matter for an appellate court, she adds. In light of the critical importance that the auction and sale of the Pilgrim Springs Property have for purposes of timely consummating the recently approved Third Amended and Restated Joint Plan of Reorganization and because Mr. Collins and the Greens are not entitled to any of the three forms of relief that they request, Ms. Boswell tells Judge MacDonald that the Diocese is filing an objection to the relief requested in the Notice of Appeal. Ms. Boswell argues that no preliminary injunction can be properly issued to stall the sale of the Pilgrim Springs Property under Section 363 of the Bankruptcy Code. She contends that the Greens are not entitled to a lien or any other adequate protection because the indubitable equivalent of nothing is nothing. She insists that the Greens' purported interest in the Pilgrim Springs Property is entirely invalid, and at most, the Greens served as caretakers of the property on behalf of CBNA's tenant, Pilgrim Springs, Ltd. George W. Bowder, the Diocese's Director of Finance, and Thomas Buzek, the Diocese's Business Administrator, tell Judge MacDonald in separate declarations that Pilgrim Springs, Ltd., employed or had some other contractual relationship with the Greens as caretakers of Pilgrim Springs. Mr. Buzek also reveals that in March 2009, after the lease with Pilgrim Springs, Ltd., was terminated, the Greens e-mailed him requesting to be employed by the Diocese as caretakers of Pilgrim Springs in a similar capacity to that in which they had worked for or with Pilgrim Spring, Ltd. No stay pending appeal is warranted, and neither should the sale be enjoined, Ms. Boswell further asserts. She adds that the Greens will not suffer harm if the stay is denied, but substantial harm will come to the Diocese and its bankruptcy estate if a stay is granted. Accordingly, the Diocese asks the Bankruptcy Court to (i) decline to issue any preliminary injunction, (ii) denying the Greens any adequate protection, and (iii) deny any stay pending appeal, or in the alternative requiring Mr. Collins and the Greens to provide a $3,000,000 bond. About the Diocese of Fairbanks The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/-- filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska Case No. 08-00110). Susan G. Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its restructuring efforts. Michael R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's local counsel and Cook, Schuhmann & Groseclose Inc. as its special counsel. Judge Donald MacDonald, IV, of the United States Bankruptcy Court for the District of Alaska presides over Fairbanks' Chapter 11 case. The Debtor's schedules show total assets of $13,316,864 and total liabilities of $1,838,719. The church's plans to file its bankruptcy plan and disclosure statement on July 15, 2008. Its exclusive plan filing period expires on January 15, 2009. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Nagler Asks Spokane to Explain Payment Delays -------------------------------------------------------------- Plan Trustee Gloria Z. Nagler asks the United States Bankruptcy Court for the Eastern District of Washington to issue an order to show cause, directing The Catholic Bishop of Spokane, also known as The Catholic Diocese of Spokane, and its attorneys, Gregory J. Arpin, Esq., and Paine Hamblen LLP, to appear and show cause why they should not be held in contempt of the Court's orders (i) on confirmation of the Plan of Reorganization, (ii) regarding payment of future claims, and (iii) denying stay of proceedings pending appeal. Ms. Nagler relates that on January 13, 2010, Mr. Arpin sent to her and to certain notice parties an e-mail, in which he, on behalf of Diocese, threatened to sue her personally if the Diocese's position was ultimately sustained on appeal, but after funds were released from the Plan Trust. The Diocese also confirmed its decision not to further seek a review of the denial of the Diocese's motion for stay of the Court's order directing the Plan Trustee to make the pending distribution. "[I]f it [the Diocese] ultimately prevails on its appeal that the TCR determinations can and should be reviewed for ultra vires acts and abuse of discretion, the Diocese reserves all rights to look to the Trustee to reimburse the FC Fund for money paid out on claims that do not qualify under the Plan as Future Claims," Mr. Arpin's letter concludes. To the extent that the letter was intended to dissuade her from carrying out her duties pursuant to the terms of the Plan, the Diocese and its legal counsel have willfully disregarded the Court's refusal to stay distribution from the Plan Trustee, and the direction given by the Court to distribute the funds for payment of future tort claims allowed by the Tort Claims Reviewer, Ms. Nagler contends. She insists that there is no other interpretation of the e-mail than a direct threat made by the Diocese, Mr. Arpin and his law firm that they will engage her in litigation, seeking a personal judgment against her, if she obeys the Court's order and makes payment as directed by the Court. The communication from the Diocese and Mr. Arpin is made for the improper purpose of deterring the Plan Trustee from complying with a Court Order to disburse funds to allowed claimants, and seeks to interfere with and prevent her performance of her duties under the Plan Trust, the Plan, the Washington State Bar Rules of Professional Conduct and federal law, Ms. Nagler argues. She asserts that Mr. Arpin seeks to use the threat of expensive litigation seeking personal liability of the Plan Trustee -- a threat that cannot be made in good faith under any rational application of law or facts to these circumstances -- to accomplish that which he could not accomplish on the merits. "When this [C]ourt denied the Diocese's motion seeking a stay pending appeal, the sole legal and ethical course of action available to the Diocese and [Mr.] Arpin was to seek further review of this court's order, not to threaten liability of the Plan Trustee for doing her job," Ms. Nagler tells Judge Williams. Ms. Nagler, hence, asks the Court to find that the Diocese and its legal counsel to be in contempt of the Court's orders, and for sanctions against the Diocese, Paine Hamblen and Mr. Arpin, individually and his marital community for not less than $10,000, to be paid to the Plan Trust. She also asks the Court to direct them to pay all costs and attorney's fees associated with the presentation of her request. Diocese Files Brief Because the Reorganized Debtor has not violated any order of the Court, has not taken any action improper or unlawful action to interfere with any of the Court's order, and the Plan Trustee cannot meet her burden to demonstrate by clear cogent and convincing evidence that the Reorganized Debtor is in contempt, the Court should not find the Reorganized Debtor in contempt and should not impose any sanctions upon the Reorganized Debtor, John D. Munding, Esq., at Crumb & Munding, P.S., in Spokane, Washington, argues in a brief filed by the Diocese. The Plan Trustee has not shown by clear and convincing evidence that the Diocese has failed to comply with any specific order of the Court or failed to act based upon a good faith and reasonable interpretation of the order, Mr. Munding contends. He asserts that in order for an award of civil contempt sanctions to be proper, the party seeking the award must establish (i) that a party violated a court order, (ii) beyond substantial compliance, (iii) not based on a good faith and reasonable interpretation of the order, and (iv) by clear and convincing evidence, citing Labor/Community Strategy Center v. Los Angeles County Metropolitan, 564 F.3d 1115, 1123 (9th Cir. 2009). The only evidence relied upon by the Plan Trustee in her efforts to support her allegation that the Reorganized Debtor has violated orders of the Court is an e-mail by Mr. Arpin advising the Plan Trustee that the Reorganized Debtor has not relinquished any rights it may have against any party ultimately found to have acted ultra vires or in violation of the Plan, Mr. Munding contends. He insists that the e-mail expresses legal opinion, and is an expression of legal advocacy in Mr. Arpin's role as an attorney. The predicate for the Plan Trustee's Motion to Show Cause is an informal communication between professionals as participants in a bankruptcy proceeding, Mr. Munding notes. He argues that the e- mail is not a violation of any Court order by the Diocese and there has been no showing beyond speculation and conjecture the e- mail was sent in bad faith or for an improper purpose, nor has there been any showing it was not based upon a reasonable interpretation of the Plan. "Certainly, the email was not in contravention of any order of this Court. Quite simply, notice that the Reorganized Debtor is not relinquishing any rights is not a 'threat' and does not warrant the imposition of sanctions on the Reorganized Debtor for civil contempt," Mr. Munding tells Judge Sontchi. "Contempt is knowing and intentional violation of a specific order of a court. There is no contempt here," he continues. Paine Hamblen and Mr. Arpin Respond Because the Plan Trustee seeks sanctions against Mr. Arpin and Paine Hamblen individually, they submit a separate response to her Motion to Show Cause. The response is supported by Mr. Arpin's declaration and the declaration of Daniel J. Gibbons, Esq., filed in opposition to the Future Claimants' Motion to Enforce Plan. Mr. Arpin and Paine Hamblen also join in the response to the Motion to Show Cause filed by the Reorganized Debtor. Representing Paine Hamblen LLP and Mr. Arpin, William F. Etter, Esq., at Etter, McMahon, Lamberson, Clary & Oreskovich, P.C., in Spokane, Washington, argues that the Motion to Show Cause is based on facts, which do not exist because the Diocese never filed a motion to enforce plan, nor did the Diocese seek any injunction against the Plan Trustee. The Diocese filed only a motion to seal, which the court denied as moot because it ruled sua sponte it had no jurisdiction to review the TCR's decisions, even for abuse of discretion or ultra vires acts, Mr. Etter tells the Court. Since no motion to enforce the plan and no request for an injunction were ever filed with the Court, the Court could not have "rejected" those motions, he contends. He insists that the assertions to the contrary in the Motion to Show Cause are flat wrong. The Motion to Show Cause is based on a single e-mail from Mr. Arpin in which he notified the Plan Trustee that the Diocese was proceeding with an appeal, and if successful, "reserves all rights to look to the Trustee to reimburse the FC Fund for money paid out on claims that do not qualify under the Plan as Future Claims," Mr. Etter asserts. "The Plan Trustee's interpretation aside, Mr. Arpin's e-mail is not an improper threat, but is merely a statement of his client's legal position," Mr. Etter tells the Court. He points out that the Diocese fully expects the Plan Trustee, as well as the TCR, to comply with the Plan and the Court's orders, and has never advocated otherwise. "Neither Mr. Arpin nor Paine Hamblen are responsible for the Plan Trustee's assumptions or fears of potential personal liability that the Plan Trustee herself previously recognized," Mr. Etter adds, among other things. * * * Judge Williams directs the Diocese of Spokane and its counsel, Mr. Arpin and Paine Hamblen, to appear in person before the Court on February 22, 2010, at 1:30 p.m., to show cause why they should not be held in contempt of the Court's Orders. The declaration of facts and legal memoranda to be submitted by the Diocese and its counsel, in response to the Plan Trustee's Motion to Show Cause will be submitted to the Court and distributed to the Plan Trustee no later than February 11, 2010. All pleadings submitted in reply must be submitted to the Court no later than February 19. The Court further directed that the Diocese, its counsel and Ms. Nagler will appear in person at the February 22 hearing, and should other interested parties wish to appear regarding the hearing in lieu of personal appearance, may then attend telephonically. About The Diocese of Spokane The Roman Catholic Church of the Diocese of Spokane filed for chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on Dec. 6, 2004. Michael J. Paukert, Esq., at Paine, Hamblen, Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed $11,162,938 in total assets and $81,364,055 in total debts. The Diocese of Spokane, the Tort Claimants Committee, the Future Claims Representative, and the Executive Committee of the Association of Parishes delivered an Amended Plan of Reorganization, and a Disclosure Statement describing that Plan to the Court on Feb. 1, 2007. The Honorable Patricia C. Williams approved the disclosure statement on March 8, 2007. On April 24, 2007, the Court confirmed Spokane's second amended joint plan. That plan is effective May 31, 2007. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) CATHOLIC CHURCH: Future Claimants Want Spokane Plan Enforced ------------------------------------------------------------ Certain future tort claimants represented by Dillon E. Jackson, Esq., at Foster Pepper PLLC, in Seattle, Washington, ask the U.S. Bankruptcy Court for the Eastern District of Washington to (i) enforce the confirmed Plan of Reorganization of The Catholic Bishop of Spokane, also known as The Catholic Diocese of Spokane, (ii) direct the Tort Claims Reviewer to make decisions, and (iii) direct the Plan Trustee to pay allowed Future Tort Claims. Mr. Dillon relates that Section 11.7.2.1. of the Plan requires the Plan Trustee to pay Allowed Future Claims within 30 days of allowance of those claims. He tells Judge Williams that several Future Tort Claims have been allowed by the TCR and are due for payment under the terms of the Plan. The Diocese seeks to halt payment of allowed Future Tort Claims, Mr. Dillon asserts citing that the Diocese's actions are premised on its claim that the awards made by the TCR are ultra vires. He says that the Diocese has asserted that the Plan Trustee had a duty to reject the awards made by the TCR and refuse payment. The Court denied the Diocese's request to halt payment and the subsequent motion to stay pending appeal of that request. The Diocese did not pursue a stay with the appellate Court. Although the Court permitted payment of Allowed Future Tort Claims after January 6, 2010, the parties were kept informed of the progress and timing of the payments, Mr. Dillon discloses. Before the Plan Trustee delivered checks to the Allowed Future Claims, Mr. Dillon informed the Court that the Diocese's counsel, Gregory J. Arpin, Esq., at Paine Hamblen LLP, in Spokane, Washington, sent a letter to the Plan Trustee, the TCR and certain Future Tort Claimants' counsel. In the e-mail, Mr. Arpin said that the Diocese will not pursue its request to stay claim payments pending its appeal, and that it will pursue its appeal of the issues raised by Judge Williams' determinations regarding review of the TCR's claims decisions. If the Diocese ultimately prevails on its appeal that the TCR determinations can and should be reviewed for ultra vires acts and abuse of discretion, Mr. Arpin noted that the Diocese reserves all rights to look to the Plan Trustee to reimburse the FC Fund for money paid out on claims that do not qualify under the Plan as Future Claims. Mr. Dillon contends that the Plan Trustee cannot be subject to liability if acting in compliance with the Court's order permitting the Plan Trustee to commence the payment process. He asserts that based upon the threatening e-mail, the Diocese takes the position that permission to pay as opposed to a mandate to pay, leaves the Plan Trustee with discretion whether or not to pay. He adds, among other things, that entry of an order directing payment of the allowed claims is appropriate as set forth in the confirmed Plan. The Court will commence a hearing on February 22, 2010, to consider the request. Diocese Responds The Diocese tells Judge Williams that it fully expects the Plan Trustee to comply with the Plan and the Court's order regarding payment of Future Claims. Daniel J. Gibbons, Esq., at Paine Hamblen LLP, in Spokane, Washington, submits a declaration in support of the Diocese's response. "The Diocese did not and does not advocate that the Plan Trustee violate the Plan, the Plan Trust Agreement or any order of this Court," Mr. Gibbons contends. "On the contrary, the Diocese merely notified the Plan Trustee that it is proceeding with its appeal of this Court's ruling that it has no jurisdiction to review the TCR's decisions for abuse of discretion or ultra vires acts," he explains. In the event the Diocese prevails on the appeal, and a court determines that distributions were made to individuals, who did not qualify as Future Tort Claimants under the Plan, the Diocese has "reserved all rights" to look to the Plan Trustee to make the FC Fund whole, Mr. Gibbons argues. "If the Diocese has no such rights, it has 'reserved' nothing," he continues. If the Diocese is successful on its appeal, the Plan Trustee may be required to recoup improper distributions from claimants, look to her bond to replenish the FC Fund, or pursue other means of the making the FC Fund whole, Mr. Gibbons asserts. The Future Claimants lack standing to obtain relief on behalf of other parties, and jurisdiction over matters relating to the Order on Future Claims payments has been transferred to the District Court, Mr. Gibbon argues. He adds that the case cited by the Future Claimants does not provide any immunity for ultra vires acts. He notes that the Plan and Plan Trust Agreement specifically provide that the Plan Trustee may be liable for ultra vires acts, and the Plan Trustee has recognized the possibility of liability for payment of Future Tort Claims that do not qualify under the Plan. To the extent the request presents any dispute, the dispute is not ripe for judicial resolution, he continues. About The Diocese of Spokane The Roman Catholic Church of the Diocese of Spokane filed for chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on Dec. 6, 2004. Michael J. Paukert, Esq., at Paine, Hamblen, Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed $11,162,938 in total assets and $81,364,055 in total debts. The Diocese of Spokane, the Tort Claimants Committee, the Future Claims Representative, and the Executive Committee of the Association of Parishes delivered an Amended Plan of Reorganization, and a Disclosure Statement describing that Plan to the Court on Feb. 1, 2007. The Honorable Patricia C. Williams approved the disclosure statement on March 8, 2007. On April 24, 2007, the Court confirmed Spokane's second amended joint plan. That plan is effective May 31, 2007. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) CATHOLIC CHURCH: District Court Orders Unsealing of Oregon Docs. ---------------------------------------------------------------- Judge Ann Aiken of the U.S. District Court for the District of Oregon affirmed the U.S. Bankruptcy Court for the District of Oregon's order dated July 13, 2009, lifting the Protective Order, lifting the seal on filed documents, and authorizing the release of deposition transcripts and exhibits. Judge Aiken also denied as unnecessary Fathers M's and D's request for oral argument on their appeal of the order. "I find that the Bankruptcy Court properly allocated the burden of maintaining the protection of the disputed documents subject to the Protective Order to Fathers M and D," Judge Aiken noted. "I find that the Court did not abuse its discretion when finding Fathers M and D failed to meet their burden," she added. Judge Aiken maintained that the Bankruptcy Court did not abuse its discretion in authorizing the release of the deposition transcripts and accompanying exhibits because the transcripts of the depositions of key officials of the Archdiocese of Portland in Oregon were not subject to the Protective Order. She pointed out that the Tort Claimants had advised the Archdiocese and clergy that the transcripts would be released absent entry of a protective order to provide them with an opportunity to seek protection, and none of them did so, including Fathers D and M. Since the Bankruptcy Court's decisions are affirmed, the appeal is dismissed, Judge Aiken held. About Archdiocese of Portland The Archdiocese of Portland in Oregon filed for Chapter 11 protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004. Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman Shank LLP, represent the Portland Archdiocese in its restructuring efforts. Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents the Official Tort Claimants Committee in Portland, and scores of abuse victims are represented by other lawyers. David A. Foraker serves as the Future Claimants Representative appointed in the Archdiocese of Portland's Chapter 11 case. In its Schedules of Assets and Liabilities filed with the Court on July 30, 2004, the Portland Archdiocese reports $19,251,558 in assets and $373,015,566 in liabilities. The Court approved the Debtor's disclosure statement explaining its Second Amended Joint Plan of Reorganization on February 27, 2007. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CENTRAL CROSSINGS: Case Summary & 12 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Central Crossings Business Park Building II, LLC 66 York Street Jersey City, NJ 07302 Bankruptcy Case No.: 10-14578 Chapter 11 Petition Date: February 18, 2010 Court: United States Bankruptcy Court District of New Jersey (Newark) Debtor's Counsel: Kenneth Rosen, Esq. Lowenstein Sandler 65 Livingston Avenue Roseland, NJ 07068 Tel: (973) 597-2500 Email: krosen@lowenstein.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Harry Kantor, the company's managing member. Debtor's List of 12 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ CSR Construction $66,568 Farer Fersko $10,195 Maser Consulting PA $6,093 Longford Landscape Corp. $3,798 Central Crossing Business $3,187 Park Assoc. Silva Guard Inc. $2,600 City of Bordentown $1,758 Verona Electric Inc. $1,108 Hughes Environmental SVC $750 Inc. J. McHale & Associates Inc. $460 Burlington County Soil $100 Verizon $90 CERVANTES ORCHARDS: Section 341(a) Meeting Scheduled for March 11 ----------------------------------------------------------------- The U.S. Trustee for Region 18 will convene a meeting of creditors in Cervantes Orchards and Vineyards LLC's Chapter 11 case on March 11, 2010, at 2:30 p.m. The meeting will be held at Red Lion Hotel Yakima Center, 607 E Yakima Ave, Yakima, WA 98901. 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. Sunnyside, Washington-based Cervantes Orchards and Vineyards LLC filed for Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. E.D. Wash. Case No. 10-00787). Steven H. Sackmann, Esq., at Sackmann Law Office, assists the Company in its restructuring effort. The Company estimated $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities in its petition. CERVANTES ORCHARDS: Taps John Schultz for Stemilt Management Case ----------------------------------------------------------------- Cervantes Orchards & Vineyards, LLC, has asked for authorization from the U.S. Bankruptcy Court for the Eastern District of Washington to employ John G. Schultz to represent the Debtor in a claim against Stemilt Management, Inc., pursuant to a 2005 Management Agreement. The case is pending. A hearing was set for February 17 and 18. Mr. Schultz will be paid $200 per hour for his services. The Debtor assures the Court that Mr. Schultz is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Sunnyside, Washington-based Cervantes Orchards and Vineyards LLC filed for Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. E.D. Wash. Case No. 10-00787). The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities in its petition. CERVANTES ORCHARDS: Wants Steven Sackmann as Bankr. Counsel ----------------------------------------------------------- Cervantes Orchards & Vineyards, LLC, has sought permission from the U.S. Bankruptcy Court for the Eastern District of Washington to employ Steven H. Sackmann as bankruptcy counsel. Mr. Sackmann will represent the Debtor in its bankruptcy proceedings. The Debtor paid a retainer of $9,131 to Mr. Sackmann's trust fund and future services at $240 per hour. The Debtor assures the Court that Mr. Sackmann is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Sunnyside, Washington-based Cervantes Orchards and Vineyards LLC filed for Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. E.D. Wash. Case No. 10-00787). The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities in its petition. CERVANTES ORCHARDS: Wants to Use Cash Collateral ------------------------------------------------ Cervantes Orchards & Vineyards LLC has sought permission from the U.S. Bankruptcy Court for the Eastern District of Washington to use cash collateral. The Debtor will provide a substitute lien on (a) 2010 growing crops -- into which the cash collateral will be prudently invested; and (b) in crop insurance in respect of the 2010 crop. R. Bruce Johnston, Esq., at the Law Offices of R. Bruce Johnston, P.S., explains that the Debtor needs the money to preserve the condition and value of the trees and make improvements on the Debtor's real property; produce a viable 2010 crop of apples, grapes and cherries, which is also necessary to the preservation of the condition and value of the capital assets; and re-finance or sell capital assets of the Debtor in a commercially reasonable manner. Deere Credit claims an interest to all cash collateral, but the Debtor doubts that Deere had any material interest in cash collateral at the time of the initial Chapter 11 filing by Cervantes, and as a consequence the Plan approved in that case limited Deere's interest in cash collateral to $1 million, and provided specific reductions in that amount consequent to payments made under the Plan. The Debtor estimates that Deere's interest in cash collateral to be less than $450,000. The Debtor will present evidence at the hearing as to the extent of Deere's interest in cash collateral, but asserts the burden of proving the interest in cash collateral rests on Deere. Because Deere is over-secured, and because its claim to cash collateral is otherwise not equitable, the Debtor further asserts that Deere should be denied any interest in cash collateral. The Debtor doesn't believe its claims to Adjusted Gross Income insurance proceeds or to the 2005 Stemilt claims constitute cash collateral. Debtor will submit the arbitration or settlement results as soon as they are available -- which will be before March 3, 2010 -- and the character and basis for recovery to the extent specifically determined for consideration of this claim. If it is determined that AGR claims of Debtor are cash collateral (which Debtor disputes) Debtor will provide a replacement lien in 2010 AGR proceeds. Sunnyside, Washington-based Cervantes Orchards and Vineyards LLC filed for Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. E.D. Wash. Case No. 10-00787). Steven H. Sackmann, Esq., at Sackmann Law Office, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. CHEMTURA CORP: Removes States in Legacy Liabilities Suit -------------------------------------------------------- In November 2009, Chemtura Corp. commenced an adversary proceeding against the federal government, including the Environmental Protection Agency, and more than a dozen states for a determination by the Bankruptcy Court that its legacy liabilities to these agencies and states are "dischargeable as prepetition, general, unsecured claims." The Debtors are allegedly subject to environmental orders, consent decrees, notices of liability, claims, demands, statutory or regulatory requirements, and other actual or contingent obligations and liabilities, including injunctive obligations to perform response actions with respect to actual or potential releases and threats of releases of hazardous substances or other contaminants, at or in connection with sites that are not owned by the Debtors and are not part of the Debtors' estates. The Debtors now seek a declaratory judgment that the Environmental Orders and Obligations are general unsecured "claims" under the Bankruptcy Code that are dischargeable upon confirmation of a Chapter 11 plan pursuant to Section 1141(d) of the Bankruptcy Code. Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York, notes that in December 2009, the Court conducted a telephone conference with the Debtors and some of the Defendants. Afterwards, the Court issued a scheduling order that provided, inter alia, that the Defendants answer or otherwise respond to the First Complaint and file a motion to withdraw the reference on or before January 15, 2010. Before January 15, the Debtors asked for leave to amend the First Complaint. By January 21, 2010, the United States Government and certain State Defendants filed a motion to withdraw the reference of the Debtors' Adversary Proceeding to the United States District Court for the Southern District of New York. Accordingly, in order to facilitate the orderly and efficient resolution of the proceedings, the Debtors and the Defendants entered into a Bankruptcy Court-approved stipulation, which provides that: -- The Debtors' request to amend the First Complaint is granted and the Court accepts the filing of a first amended Complaint as of January 19, 2010. The Defendants are to answer or otherwise respond to the Amended Complaint on or before February 5; -- If the Defendants move to dismiss the Amended Complaint, the Debtors have until February 26 to file a response. The Defendants may reply to any motion to dismiss no later than March 19; -- The Debtors' claims against certain Defendants omitted from the Amended Complaint will be dismissed without prejudice to any party; -- Any Defendant may serve discovery requests limited to the ownership or any operations at the sites and facilities listed in the Amended Complaint on or before January 27, 2010. The Debtors will respond to the discovery requests and produce responsive documents no later than February 5. The parties will confer in good faith regarding any discovery dispute. In the event an agreement cannot be reached, the Defendants will raise any discovery disputes with the Court by February 19; -- The Parties will confer in good faith in order to attempt to arrive at a stipulation of agreed-upon facts regarding the Debtors' ownership or any operations at certain sites listed in the Amended Complaint no later than February 12, 2010. Should the parties not arrive at a stipulation of agreed-upon facts regarding the Debtors' ownership or operation at the Sites, the Debtors may move for summary judgment by submitting their proposed statement of material facts, which the Defendants may controvert when responding to the Debtors' request for summary judgment; -- The Debtors may move for summary judgment on or before February 12, 2010. The Defendants will respond on or before March 12. The Debtors will be given the chance to reply to the summary judgment request on or before March 26, 2010. -- The Defendants may cross move for summary judgment on or before March 12, 2010. Any Defendant who has filed a counterclaim to the Amended Complaint also may move for summary judgment on the Counterclaims by March 12. The Debtors will respond to any motion for summary judgment on counterclaims, or cross motions for summary judgment, on or before March 26. The Counterclaimants and cross- movants may reply to the Debtors' assertions, if any, on or before April 9; -- The Defendants reserve their rights to raise any and all defenses to the Amended Complaint; -- The entry of the Scheduling Order will be without prejudice to the rights of the Parties to move to have the United States District Court for the Southern District of New York withdraw the reference in any matter related to the Chapter 11 cases or the Adversary Proceeding. -- The Adversary Proceeding withdrawal motion filed by certain Defendants will be considered timely. The parties agree to ask that the District Court to enter a briefing schedule on the Adversary Proceeding Withdrawal Motion setting the date by which the Debtors and other parties will respond for no later than February 12, 2010, and the date by which the moving parties will file a reply no later than March 5, 2010. First Amended Complaint Accordingly, as agreed, the Debtors presented to the Court their First Amended Complaint on January 19. Among the changes noted in the Amended Complaint are: -- the removal of these Debtor entities among the plaintiffs: * Bio-Lab, Inc.; * Crompton Colors, Incorporated; * Crompton Holdings Corporation; * Great Lakes Chemical Global, Inc.; * Monochem, Inc.; and * Uniroyal Chemical Company Limited; -- the removal of these states among the defendants: * Alabama; * California; * Delaware; * Georgia; * Illinois; * Indiana; * Kansas; * Lousiana; * Michigan; * Nevada; * Ohio; * Oregon; * Tennessee; * Texas; and * West Virginia. -- the addition of these entities among the defendants: * United States Environmental Protection Agency; * Santa Ana Regional Water Quality Control Board; * California Department Of Toxic Substances Control; * California State Water Resources Control Board; * Connecticut Commissioner Of Environmental Protection; * Florida Department Of Environmental Protection; * New Jersey Department Of Environmental Protection; * Administrator Of New Jersey Spill Compensation Fund; * New York Department Of Environmental Conservation; * North Carolina Division Of Waste Management; * North Carolina Department Of Environment And Natural Resources; and * Pennsylvania Department Of Environmental Protection. Under the First Amended Complaint, the Debtors specified which properties they previously owned, but ceased ownership as of the Petition Date, may be subject to environmental orders and obligations. The sites are: -- US Hwy 43, Axis, Alabama; -- 17461 Derian Avenue, Irvine, California; -- 5414 North 56th Street, Tampa, Florida; -- 2555 River Road, Harmony Township, New Jersey; -- 688-700 Court Street, Brooklyn, New York; -- 1602 N Main Street, Lowell, North Carolina; and -- 77 North Kendall Ave., Bradford, Pennsylvania. In addition, the Debtors specified three sites that have always been owned by unaffiliated third parties, for which the Debtors may be subject to environmental orders and obligations associated with the disposal of waste and other materials. The sites are: -- the Gowanus Canal site, which is located in Brooklyn, New York; -- the Laurel Park, Inc. Superfund Site, which is located in Naugatuck, Connecticut; and -- the San Joaquin Drum Company Site in San Joaquin, California. Contrary to what was noted in the First Complaint, the Debtors inform the Court that their negotiations with the governmental agencies have not resulted in mutually acceptable terms of settlement. Mr. Cieri contends that the Debtors cannot afford to have their reorganization and emergence delayed by their inability to achieve a consensual resolution with the Defendants. He instead emphasizes that a Court ruling on the threshold legal issue of whether environmental obligations relating to Former Sites and Third-Party Sites are dischargeable claims will materially advance negotiations with the Defendants. Accordingly, the Debtors ask the Court to declare that Environmental Orders and Obligations that are or may be asserted against them by the Defendants with respect to the Former Sites and Third-Party Sites are general unsecured "claims" that are dischargeable upon confirmation of a Chapter 11 plan pursuant to Section 1141(d) of the Bankruptcy Code. A full-text copy of the First Amended Complaint is available for free at http://bankrupt.com/misc/ChemVsUSAmCom1.pdf In a separate filing, the Debtors ask the Court for a summary judgment on the First Amended Complaint. Parties Answer First Amended Complaint From February 3 to 5, 2010, these parties filed answers to the First Amended Complaint: * The State of New Jersey, the New Jersey Department of Environmental Protection, and the Administrator of the New Jersey Spill Compensation Fund * California Department of Toxic Substances Control, California Regional Water Quality Control Board, Santa Ana Region and California State Water Resources Control Board * State of Connecticut and Connecticut Commissioner of Environmental Protection * State of Florida Department of Environmental Protection * Intervenor Highview Properties-One LLC * The State of New York and the New York State Department of Environmental Conservation * State of North Carolina, North Carolina Department of Environment and Natural Resources and North Carolina Division of Waste Management * Passaic Valley Sewerage Commissioners * The Commonwealth of Pennsylvania, and the Pennsylvania Department of Environmental Protection * The United States of America, on behalf of the United States Environmental Protection Agency The Defendants generally deny the Debtors' allegations and assert that they are without knowledge or information sufficient to form a belief as to the truth of the allegations. About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Bankruptcy Creditors' Service, Inc., publishes Chemtura Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Chemtura Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHEMTURA CORP: B. Martin, et al., Wants Class Claim Certified ------------------------------------------------------------- Bill Martin, John Burks, Betty Boze, Essie Lee Kelly, Brian Holt, Barbara Parham, Billy R. Brown, and Deborah Davis are representatives of a class of creditors who previously filed a class claim and individual proofs of claim in the Debtors' cases in October 2009, relating to toxic plume spreading out of the Debtors' facility in the Rockdale County, Georgia area, and which resulted in mandatory evacuation. On the Creditors' behalf, Michael D. Brofman, Esq., at Weiss & Zarett P.C., in New York, tells the Bankruptcy Court that every proposed member of the class, which total 2,081, timely filed a proof of claim. By this motion, the Class Representatives ask the Bankruptcy Court to certify the class pursuant to Rules 7023 and 9014 of the Federal Rules of Bankruptcy Procedure and Rule 23(b)(3) of the Federal Rules of Civil Procedure. Mr. Brofman contends that a class offers the most efficient resolution of the 2,081 individuals whose claims have been timely filed over the "toxic plume" catastrophe. He notes that it is the present intention of the Class Representatives to seek compensation for the proposed class only out of insurance proceeds available for that purpose, rather than out of the Debtors' general assets. Mr. Brofman points out that the Class Representatives have no relationship with the Debtors except as claimants and they have no interests antagonistic to the interests of the proposed class and will vigorously and capably press the claims of the class. The Claimants assert that their counsel have extensive experience litigating, trying, and settling class action litigation, including cases involving releases of toxic chemicals. For this reason, the Class Representatives and their counsel aver that they can, and will, adequately represent the class. About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Bankruptcy Creditors' Service, Inc., publishes Chemtura Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Chemtura Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHEMTURA CORP: Objects to Sonneborn's $14.3 Million Claim --------------------------------------------------------- Chemtura Corp. and its units ask the Court to disallow an unsecured claim filed by Sonneborn, Inc., for $14,249,067 or, in the alternative, reduce the Claim to the amount that the Debtors already contributed toward various obligations in relation to the Claim and discounted to its present value. Gerard S. Catalanello, Esq., at Duane Morris LLP, in New York, notes that the Sonneborn Claim has three separate components: -- Trade receivables amounting to $157,109; -- Remediation costs for alleged environmental contamination in the Debtors' property located at 100 Witco Lane, in Petrolia, Pennsylvania, for $1,900,000; -- Remediation Costs for the Debtors' facilities in Netherlands, amounting to $7,998,225, and allocated as: * $3,566,000 for a facility in Amsterdam; * $3,599,000 for a facility in Haarlem; * $833,000 for a facility in Koog; and -- Costs associated with certain alleged retirement benefits amounting to $4,193,733. Mr. Catalanello contends that the Sonneborn Claim, whether considered as a whole or in its individual components, should be disallowed because the portion of the Claim related to the Remediation Costs in connection with activities to investigate or remediate the Netherlands Facilities and the Pension Benefits Costs has not been asserted by the proper claimant. He explains that the only entity that can assert a claim related to the Remediation Costs for the Netherlands Facilities and the Pension Benefits Costs is Sonneborn Refined Products B.V., not Sonneborn, Inc., which is located in the United States. In the event the Court does not disallow the Sonneborn Claim for Remediation Costs for the Netherlands Facilities and the Pension Benefits Costs on the ground that it has been asserted by an improper claimant, Mr. Catalanello elaborates that those portions of the Claim, as well as the portion of the Claim for Remediation Costs for the Petrolia Facility should nevertheless be disallowed pursuant to Section 502(e)(1)(B) of the Bankruptcy Code because future Remediation Costs for the Netherlands Facilities and Petrolia Facility and the Pension Benefits Costs are contingent claims for reimbursement or contribution for which there is co- liability. "Indeed, the [Sonneborn] Claim for such future and contingent costs is the textbook example of the type of claim that should be disallowed under section 502(e)(1)(B) of the Bankruptcy Code," Mr. Catalanello says. In addition to being filed by the wrong party and improperly seeking damages for contingent reimbursement or contribution, the Claim for Remediation Costs for the Netherlands Facilities should also be disallowed because it does not satisfy the contractual indemnification provisions under a certain assert purchase agreement that the Debtors entered into with Sonneborn, Mr. Catalanello adds. He notes that the Debtors entered into an asset purchase agreement with Sonneborn Holding LLC, f/k/a RP Products LLC, on March 17, 2005, for a sale of certain of the Debtors' assets used in the conduct of manufacturing, marketing and distributing of various oils and petroleum. Mr. Catalanello says that the Remediation Costs asserted in the Sonneborn Claim are based, in part, on the remediation of the Haarlem Facility up to a remediation level that is suitable for development of residential complexes. He points out that nowhere, however, did the parties agree that the level of remediation for which expenses the parties are obligated is the standard required for residential development; rather, the standard for remediation is the level required for industrial construction, consistent with the current and past usage of the facility. Mr. Catalanello also argues that even if the Remediation Costs for the Netherlands Facilities fall within the scope of the Debtors' contractual indemnification obligations, the Court should still disallow the Remediation Costs as they are highly contingent and extremely burdensome to estimate. He suggests that in this regard, the Court would have to endeavor to calculate future costs and expenses associated with the cleanup of the Netherlands Facilities. In addition to being subject to disallowance under Section 502(e)(1)(B), Mr. Catalanello asserts that the portion of the Sonneborn Claim for Remediation Costs in relation to the Petrolia Facility is also fatally flawed because the Debtors have posted sufficient collateral with the Pennsylvania Department of Environmental Protection in an amount which exceeds the amount necessary to complete any remediation at the Petrolia Facility. "Simply put, Sonneborn US seeks to assert a contingent claim for which it has no exposure as Chemtura has already satisfied those expected Remediation Costs," Mr. Catalanello says. With regard to the Pension Benefit Costs, Mr. Catalanello argues that there is no legal or factual support for the amount of the Claim in relation to the Pension Benefits Costs. He asserts that if allowed in any amount, the Pension Benefits Costs must be reduced by the $1,750,000 letter of credit upon which Sonneborn has already drawn and by the amount the Debtors have already paid in relation to the Pension Benefits Costs. About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Bankruptcy Creditors' Service, Inc., publishes Chemtura Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Chemtura Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHINA LOGISTICS: Amends Q3 2009 Report; Posts $253,759 Net Income ----------------------------------------------------------------- China Logistics Group, Inc., has filed Amendment No. 1 to its quarterly report on Form 10-Q for the quarter ended September 30, 2009, as filed on November 23, 2009, to correct the accounting treatment previously accorded certain transactions and to restate the Company's consolidated balance sheets at September 30, 2009, and the Company's consolidated statements of operations, and consolidated statements of cash flows for the three and nine month periods ended September 30, 2009, and the Company's consolidated statement of changes in equity (deficit) for the nine month period ended September 30, 2009. The Form 10-Q filed on November 23, 2009, contained errors and were restated to properly record common stock purchase warrants which were not indexed to the Company's stock as a derivative liability at January 1, 2009, upon adoption of Derivative and Hedging Topic of the FASB ASC 815 and properly record the subsequent accounting for the changes in the fair value of the associated liability at September 30, 2009. Restated Statement of Operations Sales for the third quarter and nine months of 2009 decreased 55% and 51%, respectively, compared to the same periods in 2008 primarily as a result of a continuing contraction of the Company's customer base as some of the Company's clients have ceased or suspended their manufacturing operations since 2008. The Company reported net income of $253,759 on sales of $5,791,128 for the three months ended September 30, 2009, compared to a net loss of $1,383,633 on sales of $12,961,259 for the corresponding period of 2008. The swing to net income was primarily due to a decrease in SG&A expenses of approximately $265,000 and the absence of the registration rights penalty of $1,597,000 recorded in the third quarter of 2008. For the nine months ended September 30, 2009, the Company reported net income of $3,363,317 on sales of $13,597,689, compared to a net loss of $881,383 on sales of $27,753,459 for the same period of 2008. The change to net income is also due to the fair value accounting for the Company's derivative liability, the non- recurring nature of the registration rights penalty and non- operating bad debt. Restated Balance Sheet At September 30, 2009, the Company's consolidated balance sheets showed $7,576,644 in total assets and $8,312,782 in total liabilities, resulting in a $736,138 shareholders' deficit. A full-text copy of the Company's amended quarterly report is available for free at http://researcharchives.com/t/s?539e Going Concern Doubt The Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due, to fund possible acquisitions, and to generate profitable operations in the future. "These matters, among others, raise substantial doubt about our ability to continue as a going concern." As a result of the weak global economy, the demand for exported Chinese products has also declined, resulting in a significant drop in the demand for the Company's freight and transport services. If China Logistics' cost reduction efforts are unsuccessful, the Company may need to raise additional working capital. The Company does not have any commitments for any additional capital and the terms of its 2008 Unit Offering which contain certain restrictive covenants and the overall softness of the capital markets could hinder its efforts. About China Logistics China Logistics Group, Inc. (OTC BB: CHLO) operates as an international freight forwarder and logistics management company in the People's Republic of China. It acts as an agent for international freight and shipping companies; and sells cargo space and arranges land, maritime, and air international transportation for clients seeking to import or export merchandise from or into the People's Republic of China. The Company's freight forwarding services include goods reception, space reservation, transit shipment, traffic consolidating, storage, multimodal transport, and export of mechanical equipment. It provides freight forwarding services for a range of merchandise, such as refrigerated merchandise, hazardous merchandise, and perishable agricultural products, as well as clothing and electronics products, and daily merchandise and hardware products. The Company was founded in 1997 and is based in Paramount, California. CHRISTOPHER MADARA: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Joint Debtors: Christopher G. Madara dba Golden Capital Funding, Golden Resource Management Dina M. Madara 639 Island Street Hamburg, PA 19526 Bankruptcy Case No.: 10-20425 Chapter 11 Petition Date: February 18, 2010 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Reading) Judge: Richard E. Fehling Debtors' Counsel: Frederick L. Reigle, Esq. 2901 St. Lawrence Avenue, Suite 202 Reading, PA 19606 Tel: (610) 779-4550 Email: fredericklreigle@hotmail.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. CINRAM INTL: Bank Debt Trades at 24% Off in Secondary Market ------------------------------------------------------------ Participations in a syndicated loan under which Cinram International, Inc., is a borrower traded in the secondary market at 75.50 cents-on-the-dollar during the week ended Friday, Feb. 19, 2010, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 0.45 percentage points from the previous week, The Journal relates. The Company pays 175 basis points above LIBOR to borrow under the facility. The bank loan matures on April 26, 2011, and carries Moody's B3 rating and Standard & Poor's B- rating. The debt is one of the biggest gainers and losers among 187 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. As reported by the Troubled Company Reporter on Feb. 3, 2010, Standard & Poor's lowered its ratings on Scarborough, Ontario- based Cinram International, Inc., including the long-term corporate credit rating to 'B-' from 'B'. At the same time, S&P placed all the ratings on CreditWatch with negative implications. "The rating actions follow the announcement that Cinram received notice that Warner Home Video, Inc., has exercised its option to terminate its service agreements with Cinram on July 31, 2010," said Standard & Poor's credit analyst Lori Harris. Warner Home Video (WHV; not rated) is a subsidiary of Time Warner, Inc. (BBB/Stable/A-2). On Feb. 5, 2010, the TCR said Moody's downgraded Cinram International, Inc.'s corporate family and probability of default ratings to Caa1 and Caa2 (previously B3 and Caa1). Individual debt instruments were also downgraded by one notch. The rating actions stem directly from Cinram's announcement that "it has received written notice from Warner Home Video Inc. that WHV has exercised its option to terminate its service agreements on July 31, 2010. The notice covers all Cinram entities globally and will directly impact operations in North America, Mexico, UK, France, Germany and Spain. Cinram has not provided a clear explanation of the underlying commercial issues that caused the WHV contract termination notice. With headquarters in Toronto, Ontario, Canada, Cinram International, Inc., is one of the world's largest independent manufacturers, replicators and distributors of DVDs and audio CDs. CITRUS 278: U.S. Trustee Unable to Form Creditors Committee ----------------------------------------------------------- The Office of the U.S. Trustee for Region 14 advised the the U.S. Bankruptcy Court for the District of Arizona it was unable to appoint an official committee of unsecured creditors in the Chapter 11 case of Citrus 278, LLC. The U.S. Trustee related that there were an insufficient number of unsecured creditors who have expressed interest in serving on a committee. The UST reserves the right to appoint a committee if interest develop among the creditors. Phoenix, Arizona-based Citrus 278, LLC, is limited liability company engaged in the business of owning and developing real property in the State of Arizona. The Company filed for Chapter 11 bankruptcy protection on November 5, 2009 (Bankr. D. Ariz. Case No. 09-28416). Mark W. Roth, Esq., at Polsinelli Shughart P.C. assists the Company in its restructuring efforts. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. CLAIRE'S STORES: Bank Debt Trades at 20% Off in Secondary Market ---------------------------------------------------------------- Participations in a syndicated loan under which Claire's Stores, Inc., is a borrower traded in the secondary market at 79.67 cents- on-the-dollar during the week ended Friday, Feb. 19, 2010, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 0.82 percentage points from the previous week, The Journal relates. The Company pays 275 basis points above LIBOR to borrow under the facility. The bank loan matures on May 29, 2014, and carries Moody's Caa2 rating and Standard & Poor's B- rating. The debt is one of the biggest gainers and losers among 187 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Claire's Stores, Inc. -- http://www.clairestores.com/-- operates as a specialty retailer of fashion accessories and jewelry for preteens and teenagers, as well as for young adults in North America and internationally. It offers jewelry products that comprise costume jewelry, earrings, and ear piercing services; and accessories, including fashion accessories, hair ornaments, handbags, and novelty items. Based in Pembroke Pines, Florida, Claire's Stores operates under two brands: Claire's(R), which operates worldwide and Icing(R), which operates only in North America. As of Jan. 31, 2009, Claire's Stores, Inc., operated 2,969 stores in North America and Europe. Claire's Stores, Inc., also operates through its subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint venture with AEON, Co., Ltd. The Company also franchises 198 stores in the Middle East, Turkey, Russia, South Africa, Poland and Guatemala. As stated by the Troubled Company Reporter on Sept. 14, 2009, Claire's Stores, Inc., reported a net loss of $3.733 million for the three months ended Aug. 1, 2009, from a net loss of $16.93 million for the three months ended Aug. 2, 2008. The Company reported a net loss of $32.75 million for the six months ended Aug. 1, 2009, from a net loss of $52.50 million for the six months ended Aug. 2, 2008. At Aug. 1, 2009, the Company had $2.85 billion in total assets; and $190.73 million in total current liabilities and $2.72 billion in total long-term and other liabilities, resulting in $60.10 million in stockholders' deficit. CLEAR CHANNEL: Bank Debt Trades at 22% Off in Secondary Market -------------------------------------------------------------- Participations in a syndicated loan under which Clear Channel Communications, Inc., is a borrower traded in the secondary market at 78.04 cents-on-the-dollar during the week ended Friday, Feb. 19, 2010, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.42 percentage points from the previous week, The Journal relates. Clear Channel pays 365 basis points above LIBOR to borrow under the facility. The bank loan matures on Jan. 30, 2016, and carries Moody's Caa1 rating and Standard & Poor's CCC rating. The debt is one of the biggest gainers and losers among 187 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Clear Channel Communications, Inc. -- http://www.clearchannel.com/ -- is a diversified media company with three primary business segments: radio broadcasting, outdoor advertising and live entertainment. Clear Channel Communications is the operating subsidiary of San Antonio, Texas-based CC Media Holdings, Inc. As reported by the Troubled Company Reporter, Nov. 17, 2009, Clear Channel Communications, Inc., reported a consolidated net loss of $92.7 million for the three months ended Sept. 30, 2009, compared with a consolidated net loss of $80.2 million for the same period in 2008. For the nine months ended Sept. 30, 2009, consolidated net loss was $4.2 billion compared with consolidated net income of $1.0 billion in the same period of 2008. Consolidated revenue decreased $290.6 million to $1.4 billion during the third quarter of 2009 compared with the same period of 2008. Consolidated revenue decreased $1.0 billion during the first nine months of 2009 compared with the same period of 2008. At Sept. 30, 2009, the Company's consolidated balance sheets showed $17.7 billion in total assets and $24.7 billion in total liabilities, resulting in a $7.0 billion total members' deficit. CLEARPOINT BUSINESS: ComVest Capital Acquires 51% Interests ----------------------------------------------------------- ComVest Capital LLC purchased a 51% interest in ClearPoint Business Resources Inc. on a fully diluted basis through the exercise of a warrant. ClearPoint Business, which made the announcement of the sale, provides temporary staffing companies with technology-enabled access to the most competitive marketplace for buying and selling temporary labor. 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. Mr. 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 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: Revises Financial Results for 4th Qtr 2009 --------------------------------------------------------------- Coachmen Industries Inc. revised its financial results issued on Feb. 1, 2010. The revision was related to the accounting treatment of the loan agreement and resulted in balance sheet classification changes, and a non-cash charge to earnings. On Oct. 27, 2009, the Company completed a two year $20.0 million loan agreement as borrowers with H.I.G. All American, LLC, for a $10.0 million revolving note and $10.0 million in convertible notes. In connection with the convertible notes, the Company issued to H.I.G. approximately 6.7 million Common Stock Purchase Warrants. The convertible notes also contain a beneficial conversion feature. The fair value of the warrants and the beneficial conversion feature were determined to be $7.6 million and $5.4 million, respectively, and the resulting $13.0 million has been recorded as a liability on the balance sheet in accordance with generally accepted accounting principles. The Company recorded a debt discount on the convertible notes for the full $10.0 million due to the issuance of the warrants and beneficial conversion feature whose fair value exceeded the value of the debt. The difference between the debt discount of $10.0 million and the fair value of the warrants and the beneficial conversion feature of $13.0 million resulted in $3.0 million being recorded as a non-cash interest expense during the 4th quarter. At Dec. 31, 2009, the Company has not borrowed against the revolving note and the $10 million in convertible debt, which has been borrowed, will be accreted to the balance sheet over the 2 year life of the loan agreement. "The housing markets may have stopped their freefall, but they have not yet begun to improve. Quarterly sales in our primary housing business were 44% less than what they were in the same quarter in 2008," commented Richard M. Lavers, President and Chief Executive Officer. "Nonetheless, we improved our gross profit significantly year over year, and our losses in the fourth quarter were about 1/10th of the prior year's loss. Our Specialty Vehicles business is showing significant growth, with quarterly sales revenue up more than 365% as compared to the same quarter last year. These improvements show that we remain headed in the right direction, despite general economic conditions." Net sales from continuing operations for the fourth quarter were $15.5 million compared to $18.9 million reported for the same period in 2008. Gross profits for the quarter were $1.13 million or 7.3% of revenues, compared to a gross profit of $36,000 or 0.19% of revenues for the fourth quarter of 2008. The Company reported a net loss from continuing operations of ($6.09) million, or ($0.38) per share, versus a net loss from continuing operations of ($19.1) million, or ($1.21) per share in the fourth quarter of 2008. Net loss, including discontinued operations, was ($5.9) million, or ($0.37) per share in the fourth quarter of 2009, versus a net loss of ($52.9) million, or ($3.35) per share in the fourth quarter of 2008. A full-text copy of the report containing the revised financial results is available for free at: http://ResearchArchives.com/t/s?53a0 About Coachmen Industries 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. CORD BLOOD: Enable Capital No Longer Holds Stake ------------------------------------------------ Enable Capital Management, LLC; Enable Growth Partners, L.P.; and Mitchell S. Levine disclosed that as of December 31, 2009, they no longer held shares of Cord Blood America, Inc. Mr. Levine is the managing member and majority owner of ECM. No other details were provided. Going Concern CBAI, in its financial report on Form 10-Q for the quarter ended September 30, 2009, filed with the Securities and Exchange Commission, said it has experienced recurring net losses from operations, which losses have caused an accumulated deficit of roughly $30.9 million as of September 30, 2009. In addition, CBAI has a working capital deficit of roughly $5.3 million as of September 30, 2009. These factors, among others, raise substantial doubt about CBAI's ability to continue as a going concern. At September 30, 2009, CBAI had $4.2 million in total assets against $5.5 million in total liabilities, resulting in $1.2 million in stockholders' deficit. At September 30, 2009, CBAI had $158,164 in cash. About Cord Blood America Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily a holding company whose subsidiaries include Cord Partners, Inc., CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc. D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel Inc, D/B/A Rainmakers International. Cord specializes in providing private cord blood stem cell preservation services to families. BodyCells is a developmental stage company and intends to be in the business of collecting, processing and preserving peripheral blood and adipose tissue stem cells allowing individuals to privately preserve their stem cells for potential future use in stem cell therapy. Properties was formed to hold the corporate trademarks and other intellectual property of CBAI. Rain specializes in creating direct response television and radio advertising campaigns, including media placement and commercial production. CORD BLOOD: Issues 363.6MM Shares to Tangiers to Raise Cash ----------------------------------------------------------- Cord Blood America, Inc., has filed with the Securities and Exchange Commission a Form S-1 Registration Statement under the Securities Act of 1933 and accompanying prospectus to register 363,636,364 shares of the Company's common stock, par value of $0.0001, that will be issued to Tangiers Investors, LP. CBAI issued the additional shares to Tangiers to receive advances under the parties' Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, CBAI may, at its discretion, periodically issue and sell to Tangiers shares of its common stock for a total purchase price of $4,000,000. CBAI has obtained $1,200,000 in cash advances under the Securities Purchase Agreement. The Company has filed registration statements in the past to register a total of 297,558,755 shares of common stock issuable pursuant to the Securities Purchase Agreement. The shares may be offered for resale by Tangiers at prices established on the Over-the-Counter Bulletin Board during the term of the offering, at prices different than prevailing market prices or at privately negotiated prices. A full-text copy of the registration statement is available at no charge at http://ResearchArchives.com/t/s?5375 $1.5MM Funding from JMJ Financial On January 6, 2010, CBAI borrowed $1,500,000, in exchange for issuance of a $1,550,000 "Convertible Promissory Note" to JMJ Financial. The Company Note bears interest in the amount of (i) the fixed of sum of $50,000 represented by the difference between the Consideration for the Company Note ($1,500,000), and the face amount of the Company Note ($1,550,000); plus a one time interest charge of 10%, payable with the Company Note's principal amount on the maturity date, January 6, 2013. All or a portion of the Company Note principal and interest is convertible at the option of the investor/holder from time to time, into shares of the Company's common stock, at a per share conversion price equal to 85% of the average of the 5 lowest traded prices for the Company's common stock in the 20 trading days previous to the effective date of each such conversion. The sole consideration for the Company Note issued by the Company to the private investor, was non cash, and is in the form of a Secured & Collateralized Promissory Note in the principle amount of $1,500,000, issued by the private investor and delivered to the Company (the Investor Note), along with collateral to secure the Investor Note's payment. This Investor Note is in the principal amount of $1,500,000, bears interest in the form of a one time interest charge of 10.33%, and interest is payable with the Note's principal on its maturity date, January 6, 2013. The Investor Note is to be secured by $1,500,000 worth of money market funds (or similar equivalent), or $1,500,000 worth of any other assets, as memorialized and evidenced pursuant to the terms of a separate Collateral and Security Agreement. While no mandatory principal or interest payments are due on the Investor Note until its maturity date, the Investor Note contemplates further voluntary pre payments by the investor on the Investor Note to the Company at the approximate rate of $100,000 per month, beginning 7 months after Investor Note issuance, or about the beginning of August, 2010, but only provided: (i) all requests by the investor for conversion of principal and interest on the Company Note are honored; and (ii) the Company's common stock issued upon such conversions of portions of the principal and interest on the Company Note is freely tradable in the hands of the investor under Federal Securities laws and regulations. The Company plans to use future discretionary prepayments on the Investor Note made by the Investor for working capital purposes. At the Borrower's election, the Borrower may pay the conversion in cash rather than shares, and agrees to reserve 400 million shares of common stock for the full conversion of both Convertible Promissory Notes B-12172009a and B-12172009b which has yet to be executed. Going Concern CBAI, in its financial report on Form 10-Q for the quarter ended September 30, 2009, filed with the Securities and Exchange Commission, said it has experienced recurring net losses from operations, which losses have caused an accumulated deficit of roughly $30.9 million as of September 30, 2009. In addition, CBAI has a working capital deficit of roughly $5.3 million as of September 30, 2009. These factors, among others, raise substantial doubt about CBAI's ability to continue as a going concern. At September 30, 2009, CBAI had $4.2 million in total assets against $5.5 million in total liabilities, resulting in $1.2 million in stockholders' deficit. At September 30, 2009, CBAI had $158,164 in cash. About Cord Blood America Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily a holding company whose subsidiaries include Cord Partners, Inc., CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc. D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel Inc, D/B/A Rainmakers International. Cord specializes in providing private cord blood stem cell preservation services to families. BodyCells is a developmental stage company and intends to be in the business of collecting, processing and preserving peripheral blood and adipose tissue stem cells allowing individuals to privately preserve their stem cells for potential future use in stem cell therapy. Properties was formed to hold the corporate trademarks and other intellectual property of CBAI. Rain specializes in creating direct response television and radio advertising campaigns, including media placement and commercial production. CRYOPORT INC: Fiscal Q3 2009 Net Loss Hikes to $2.45 Million ------------------------------------------------------------ CryoPort, Inc., reported a net loss of $2,450,669 for the three months ended December 31, 2009, compared with a net loss of $1,454,081 for the three months ended December 31, 2008. Loss from operations for the three months ended December 31, 2009, increased $170,222 to $891,180 compared to $720,958 for the three months ended December 31, 2008. During the three months ended December 31, 2009, the Company generated shipper revenues of $20,707 compared to shipper revenues of $9,207 in the same period of the prior year. The Company recognized a gain on the change in fair market value of derivatives of $4,508,352 during the three months ended December 31, 2009, compared to $0 in the three months ended December 31, 2008. Nine Months Results Net loss for the nine months ended December 31, 2009, was $5,085,376 compared to a net loss of $11,245,855 for the nine months ended December 31, 2008. Loss from operations for the nine months ended December 31, 2009 increased to $2,883,736 compared to $2,510,858 for the nine months ended December 31, 2008. During the nine months ended December 31, 2009, the Company generated $42,888 from shipper revenues compared to shipper revenues of $28,613 in the same period of the prior year, an increase of $14,275 (50%). Balance Sheet At December 31, 2009, the Company's consolidated balance sheets showed $1,964,134 in total assets and $21,585,470 in total liabilities, resulting in a $19,621,336 shareholders' deficit. The Company's consolidated balance sheets at December 31, 2009, also showed strained liquidity with $895,205 in total current assets available to pay $20,092,678 in total current liabilities. A full-text copy of the Company's quarterly report on Form 10-Q is available for free at http://researcharchives.com/t/s?539f Going Concern Doubt The Company has not generated significant revenues from operations and has no assurance of any future revenues. The Company generated revenues from operations of $35,124, incurred a net loss of $16,705,151 and used cash of $2,586,470 in its operating activities during the year ended March 31, 2009. The Company generated revenues from operations of $42,888, had net loss of $5,085,376, and used cash of $1,941,693 in its operating activities during the nine months ended December 31, 2009. In addition, the Company had a working capital deficit of $19,197,473, and had cash and cash equivalents of $647,308 at December 31, 2009. The Company's working capital deficit at December 31, 2009, included $13,740,633 of derivative liabilities, the balance of which represented the fair value of warrants and embedded conversion features related to the Company's convertible debentures which were reclassified from equity during the nine months ended December 31, 2009. Currently management has projected that cash on hand, including cash borrowed under the convertible debentures issued in the first, second, and third quarter of fiscal 2010, will be sufficient to allow the Company to continue its operations only into the fourth quarter of fiscal 2010. "These matters raise substantial doubt about the Company's ability to continue as a going concern." About CryoPort Inc. Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB: CYRXD) -- http://www.cryoport.com/-- is a provider of an innovative cold chain frozen shipping system dedicated to providing superior, affordable cryogenic shipping solutions that ensure the safety, status and temperature of high value, temperature sensitive materials. The Company has developed a line of cost-effective reusable cryogenic transport containers (referred to as a "shipper") capable of transporting biological, environmental and other temperature sensitive materials at temperatures below 0 degrees Celsius. CUONG VIET DO: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Joint Debtors: Cuong Viet Do Minha T. Do 18245 Saratoga-Los Gatos Road Monte Sereno, CA 95030 Bankruptcy Case No.: 10-51583 Chapter 11 Petition Date: February 18, 2010 Court: United States Bankruptcy Court Northern District of California (San Jose) Judge: Arthur S. Weissbrodt Debtors' Counsel: Lars T. Fuller, Esq. The Fuller Law Firm 60 N Keeble Ave. San Jose, CA 95126 Tel: (408) 295-5595 Email: Fullerlawfirmecf@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 $1,743,012 and total debts of $3,758,090. A list of the Company's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/canb10-51583.pdf The petition was signed by the Joint Debtors. DAVE'S HAY BARN: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Dave's Hay Barn Inc. 13605 County Road 88 Esparto, CA 95627 Bankruptcy Case No.: 10-23819 Chapter 11 Petition Date: February 18, 2010 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Judge: Robert S. Bardwil Debtor's Counsel: Mitchell L. Abdallah, Esq. 980 9th Street, 16th Floor Sacramento, CA 95814 Tel: (916) 446-1974 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 David W. Hatanaka, president of the Company. DENHAM HOMES: Amends List of Creditors -------------------------------------- Denhan Homes, LLC, has filed with the U.S. Bankruptcy Court for the Northern District of Illinois an amendment to its list of creditors. A full-text copy of the Debtor's amended list of creditors is available for free at http://bankrupt.com/misc/ilnb10-03164.pdf Chicago, Illinois-based Denham Homes, LLC, fka Spatz Homes, LLC, filed for Chapter 11 bankruptcy protection on January 28, 2010 (Bankr. N.D. Ill. Case No. 10-03164). Daniel A. Zazove, Esq., and Kathleen A. Stetsko, Esq., Perkins Coie LLP, assist 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. DEUCE INVESTMENTS: Files Schedules of Assets & Liabilities ---------------------------------------------------------- Deuce Investments, Inc., has filed with the U.S. Bankruptcy Court for the Eastern District of North Carolina its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $17,134,140 B. Personal Property $200,142 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $12,454,608 E. Creditors Holding Unsecured Priority Claims $157,550 F. Creditors Holding Unsecured Non-priority Claims $8,685,540 ----------- ------------ TOTAL $17,334,282 $21,297,698 Clayton, North Carolina-based Deuce Investments, Inc., filed for Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. E.D. N.C. Case No. 10-01083). Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., assists the Company in its restructuring effort. The Company has assets of $17,334,282, and total debts of $21,297,698. DEUCE INVESTMENTS: Section 341(a) Meeting Scheduled for March 15 ---------------------------------------------------------------- The U.S. Trustee for the Eastern District of North Carolina will convene a meeting of creditors in Deuce Investments, Inc.'s Chapter 11 case on March 15, 2010, at 10:00 a.m. The meeting will be held at USBA Creditors Meeting Room, Two Hannover Square, Room 610, 434 Fayetteville Street Mall, Raleigh, NC 27601. 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. Clayton, North Carolina-based Deuce Investments, Inc., filed for Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. E.D. N.C. Case No. 10-01083). Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., assists the Company in its restructuring effort. The Company has assets of $17,334,282, and total debts of $21,297,698. DEX MEDIA WEST: Bank Debt Trades at 4% Off in Secondary Market -------------------------------------------------------------- Participations in a syndicated loan under which Dex Media West LLC is a borrower traded in the secondary market at 96.40 cents-on- the-dollar during the week ended Friday, Feb. 19, 2010, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.47 percentage points from the previous week, The Journal relates. The Company pays 365 basis points above LIBOR to borrow under the facility, which matures on Jan. 30, 2016. The Bank debt is not rated by Moody's and Standard & Poor's. The debt is one of the biggest gainers and losers among 187 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Dex Media West LLC is a subsidiary of Dex Media West, Inc., and an indirect wholly owned subsidiary of Dex Media, Inc. Dex Media is a direct wholly owned subsidiary of R.H. Donnelley Corporation. Dex Media West is the exclusive publisher of the official yellow pages and white pages directories for Qwest Corporation, the local exchange carrier of Qwest Communications International Inc., in Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming. R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-11833 through 09-11852), after missing a $55 million interest payment on its senior unsecured notes due April 15. James F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago, Illinois represent the Debtors in their restructuring efforts. Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' financial advisor is Deloitte Financial Advisory Services LLP while its investment banker is Lazard Freres & Co. LLC. The Garden City Group, Inc., is claims and noticing agent. As of March 31, 2009, the Company had $929,829,000 in total assets and $1,023,526,000 in total liabilities, resulting in $93,697,000 in total shareholders' deficit. Bankruptcy Creditors' Service, Inc., publishes R.H. Donnelley Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of R.H. Donnelley Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) DIAMOND DECISIONS: Section 341(a) Meeting Scheduled for March 18 ---------------------------------------------------------------- The U.S. Trustee for Region 16 will convene a meeting of creditors in Diamond Decisions Inc.'s Chapter 11 case on March 18, 2010, at 2:00 p.m. The meeting will be held at 725 S Figueroa Street, Room 2610, Los Angeles, CA 90017. 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. Sunnyside, Washington-based Cervantes Orchards and Vineyards LLC filed for Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. E.D. Wash. Case No. 10-00787). Steven H. Sackmann, Esq., at Sackmann Law Office, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. Los Angeles, California-based Diamond Decisions Inc. filed for Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. C.D. Calif. Case No. 10-15109). Brent H. Blakely, Esq., who has an office in Hollywood, California, 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. DIAMOND DECISIONS: Union Bank Wants Ch. 11 Trustee to Run Estate ---------------------------------------------------------------- Union Bank, N.A., a secured creditor of Diamond Decisions Inc., has asked the U.S. Bankruptcy Court for the Central District of California for the appointment of a Chapter 11 trustee. According to Union Bank, the Debtor is in default with Union Bank with respect to a $15 million secured loan that matured on December 1, 2009. The Loan is secured by substantially all of the Debtor's personal property assets. Since the Loan matured on December 1, 2009, Union Bank has discovered that the Debtor and its principals, Carolyn Jones and Rhonda Kilpatrick (who are also guarantors of the Loan) committed manifest fraud in the inception of the Loan, and have continued to engage in acts of malfeasance vis-a-vis Union Bank and its collateral for the Loan. Union Bank claims that Ms. Jones: (i) submitted a false social security number to Union Bank on her personal financial statement submitted to Union Bank; (ii) misrepresented to Union Bank that she had never previously filed a bankruptcy case; (iii) listed three real properties on her financial statement that she didn't own; (iv) vastly overstated the value of each real property listed on her financial statement; (v) misrepresented that she wasn't a party to any claims or suits; (vi) misrepresented the amount of funds in her checking and savings accounts; and (vii) vastly overstated the value of the Debtor's asset base. Union Bank has also recently learned that despite Ms. Jones' representations throughout the course of the lending relationship that Privacywear, Inc., was merely a dba of the Debtor, Privacywear is actually a separate corporate entity. Union Bank has also learned that Mr. Kilpatrick misrepresented, in the financial statement that she submitted to Union Bank, the amount of funds in her checking and savings accounts. Union Bank says that on February 3, 2010, it learned that two weeks prior, the Debtor removed its entire inventory from its storage location at Nacori Cutting Fusing & Welt Pocket, Inc. As Union Bank filed a noticed application for Writ of Possession on January 21, 2010, and the Noticed Application contained the Nacori address as a location of Union Bank's collateral, it appears that the Debtor and Privacywear removed Union Bank's collateral from Nacori in response to the Noticed Application. Union Bank states that due to the pervasive fraud Union Bank has uncovered, it is apparent that the Debtor won't hesitate in persisting in its fraudulent undertakings, thereby breaching its fiduciary duties to Union Bank as a secured creditor of the bankruptcy estate. Sunnyside, Washington-based Cervantes Orchards and Vineyards LLC filed for Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. E.D. Wash. Case No. 10-00787). Steven H. Sackmann, Esq., at Sackmann Law Office, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. Los Angeles, California-based Diamond Decisions Inc. filed for Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. C.D. Calif. Case No. 10-15109). Brent H. Blakely, Esq., who has an office in Hollywood, California, 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. DIAMOND RANCH: Dec. 31 Balance Sheet Upside-Down by $4.13-Mil. -------------------------------------------------------------- Diamond Ranch Foods Ltd. reported total assets of $1.34 million against debts of 5.46 million, resulting to a stockholders' deficit of $4.13 million as of Dec. 31, 2009. The Company reported a net loss of $181 thousand on revenues of $2.11 million for three months ended Dec. 31, 2009, compared with a net loss of $180 thousand on revenue of $1.63 million for the same period in 2008. A copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?53b2 On Feb. 16, three days prior to the filing of the Form 10-Q, the Company said it could not timely complete the filing of its quarterly report on Form 10-Q due to a delay in obtaining and compiling information required. About Diamond Ranch Diamond Ranch Foods, Ltd. -- http://www.diamondranchfoods.com/-- is a meat processing and distribution company now located in the Hunts Point Coop Market, Bronx, New York. The Company's operations consist of packing, processing, labeling, and distributing products to a customer base, including, but not limited to; in-home food service businesses, retailers, hotels, restaurants, and institutions, deli and catering operators, and industry suppliers. Going Concern Doubt On May 1, 2009, Gruber & Company, LLC, in Lake Saint Louis, Missouri, raised substantial doubt on the ability of Diamond Ranch Foods, Ltd., to continue as a going concern after it audited the company's financial statements for the year ended March 31, 2009, and 2008. The auditor pointed to the company's recurring losses from operations. DOT VN: Member of Strategic Advisory Team Recognized for ICT Work ----------------------------------------------------------------- Dot VN, Inc., said a member of the Company's Strategic Advisory Board was named as one of Vietnam's Top 10 ICT Persons of the Decade. Dr. Mai Liem Truc, former chief of the General Department of Post and former Deputy Minister of Post and Telecommunications, was recognized for paying the way for the boom of the Internet in Vietnam. As a strategic advisory board member for Dot VN, Dr. Truc works closely with the Company's management. He most recently assisted with the Dot VN conference and product launch of the EMS mobile data centers, held at Vietnam Internet Network Information Centre's headquarters in Hanoi, Vietnam. In January 2009, Dot VN signed a letter of intent with Web Spider Technologies, Inc., of San Jose, California, a next generation technology company dedicated to providing a scalable, highly effective web marketing experience through search engine optimization, search engine marketing, pay-per-click management and related services to worldwide clients through automated process. In the LOI, Dot VN will receive exclusive rights to market WSpider's advanced search engine optimization and search engine marketing services to its Vietnamese clients and throughout Asia to clients that desire increased web traffic and visibility to their Web sites. About Dot VN Dot VN, Inc. (OTCBB: DTVI) -- http://www.DotVN.com-- provides Internet and Telecommunication services for Vietnam. The Company is developing initiatives to offer Internet Data Center services and Wireless applications. At October 31, 2009, the Company had total assets of $2,359,925 against $12,320,152 in total liabilities, resulting in stockholders' deficit of $9,960,227. In a regulatory filing in December 2009, the Company noted that it has had limited revenues from the marketing and registration of '.vn' domain names as it operates in this single industry segment. Consequently, the Company has incurred recurring losses from operations. In addition, the Company defaulted on 3 convertible debentures aggregating $612,500 that were due January 31, 2009, and has not negotiated new terms or an extension of the due date on the Defaulted Debentures. These factors, as well as the risks associated with raising capital through the issuance of equity or debt securities creates uncertainty as to the Company's ability to continue as a going concern. DUANE READE: S&P Puts 'B-' Rating on CreditWatch Positive --------------------------------------------------------- Standard & Poor's Ratings Services said that it has placed all ratings on New York-based Duane Reade Holdings, Inc., on CreditWatch with positive implications, including the 'B-' corporate credit rating. "This rating action follows the announcement that Walgreen Co. (A+/Watch Neg/A-1) entered into a definitive agreement to acquire Duane Reade Inc., for an enterprise value of $1.075 billion," said Standard & Poor's credit analyst Ana Lai. As part of the transaction, Walgreen Co., a higher rated entity, will assume about $475 million of debt outstanding at Duane Reade as well as assume its operating leases. ELWOOD ENERGY: S&P Affirms 'BB' Rating on Senior Debt ----------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'BB' rating on U.S. electricity generator Elwood Energy LLC's senior debt and revised the outlook to negative from stable. S&P also lowered the recovery rating on the senior debt to '3' from '2'. The rating on Elwood's $402 million ($254 million outstanding) 8.159% amortizing senior secured bonds due 2026 is 'BB'. The '3' recovery rating on the bonds indicates S&P's expectation of meaningful recovery (50% to 70%) in a payment default scenario. Elwood is a 1,409 megawatt peaking power plant consisting of nine simple-cycle units about 50 miles southwest of Chicago. It sells into the PJM Interconnection's Northern Illinois control area and is fully contracted through Dec. 31, 2012, and partially contracted through Aug. 31, 2017. Subsidiaries of Dominion Resources Inc. (A-/Stable/A-2) own 50% of Elwood and J-Power USA Generation L.P. (not rated) owns the other 50%. J-Power purchased a 49.9% interest in Elwood from Peoples Energy Corp. in January 2007 and the remaining 0.1% interest in March 2008. A power sales agreement with Exelon Generation Co. LLC (BBB/Stable/A-2) provides about 53% of Elwood's contractual cash flow (about 783 MW) until it expires in December 2012. Two similar PSAs with a subsidiary of Constellation Energy Group Inc. (CEG; BBB-/Stable/A-3) provide about 47% of Elwood's contractual cash flow (about 626 MW) through Dec. 31, 2012 and continue until Aug. 31, 2016 and Aug. 31, 2017, respectively. The negative outlook reflects the risk that Elwood Energy's merchant cash flows after 2012 might not be sufficient to pay debt service in some years if it does not replace the Exelon power purchase agreement with another agreement that provides sufficient revenue. The risk derives primarily from the low capacity price that resulted from the latest PJM Interconnection 2012-2013 capacity auction held in May 2009. If this trend of low capacity market prices continues, then the project's ability to service its debt from merchant revenue alone after its current power service agreements expire in 2012 and 2017 would be uncertain. S&P could lower the rating if future capacity auctions produce similarly low capacity prices. On the other hand, if the market price for future capacity increases then S&P could revise the outlook back to stable. The next PJM Interconnection capacity auction is planned for May 2010 and will be for the delivery year 2013-2014. Before Dec. 31, 2012, there is little risk to debt service coverage, as the project's net cash flows are from investment- grade-rated off-takers and are mainly capacity payments that are not sensitive to dispatch. The two Constellation PSAs will continue to provide stable cash flow from 2013 until they expire in August 2016 and August 2017, but these contracted cash flows may not be sufficient to pay all debt service in some years. Because of Elwood Energy's medium-term dependence on the two PSA off-takers S&P could lower the rating if S&P cuts either off- taker's rating to below that of the project. ESA P PORTFOLIO: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: ESA P Portfolio TXNC GP L.L.C. fKa BRE/ESA P Portfolio TXNC GP L.L.C. 100 Dunbar Street Spartanburg, SC 29306 Chapter 11 Petition Date: February 18, 2010 Bankruptcy Case No.: 10-10805 Estimated Assets: More than $1,000,000,000 Estimated Debts: More than $1,000,000,000 The Company says it does not have unsecured creditors who are non insiders when it filed its petition. Debtor-affiliates that filed separate Chapter 11 petitions February 18, 2010: Entity Case No. ------ -------- ESH/MSTX GP L.L.C. 10-10807 ESH/TXGP L.L.C. 10-10808 ESH/TN Member Inc. 10-10809 Debtor-affiliate that filed separate Chapter 11 petitions June 15, 2009: Entity Case No. ------ -------- Extended Stay Inc. 09-13764 ESA P Portfolio LLC 09-13765 ESA 2005 Portfoliio LLC 09-13767 ESA 2005-San Jose LLC 09-13770 ESA 2005-Waltham LLC 09-13773 ESA Acquisition Properties LLC 09-13775 ESA Alaska LLC 09-13780 ESA Canada Properties Borrower LLC 09-13785 ESA FL Properties LLC 09-13791 ESA MD Borrower LLC 09-13794 ESA MN Properties LLC 09-13798 ESA P Portfolio MD Borrower LLC 09-13803 ESA P Portfolio PA Properties LLC 09-13807 ESA P Portfolio TXNC Properties LP 09-13809 ESA PA Properties LLC 09-13811 ESA Properties LLC 09-13815 ESA TX Properties LP 09-13818 ESH/Homestead Portfolio LLC 09-13778 ESH/HV Properties LLC 09-13786 ESH/MSTX Property LP 09-13790 ESH/TN Properties LLC 09-13793 ESH/TX Properties LP 09-13802 ESH/Homestead Mezz LLC 09-13805 ESA P Mezz LLC 09-13813 ESA Mezz LLC 09-13816 ESH/Homestead Mezz 2 LLC 09-13819 ESA P Mezz 2 LLC 09-13820 ESA Mezz 2 LLC 09-13823 ESH/Homestead Mezz 3 LLC 09-13826 ESA P Mezz 3 LLC 09-13828 ESA Mezz 3 LLC 09-13830 ESH/Homestead Mezz 4 LLC 09-13831 ESH P Mezz 4 LLC 09-13832 ESH Mezz 4 LLC 09-13833 ESH/Homestead Mezz 5 LLC 09-13777 ESA P Mezz 5 LLC 09-13781 ESA Mezz 5 LLC 09-13784 ESH/Homestead Mezz 6 LLC 09-13788 ESA P Mezz 6 LLC 09-13792 ESA Mezz 6 LLC 09-13796 ESH/Homestead Mezz 7 LLC 09-13801 ESA Mezz 7 LLC 09-13810 ESH/Homestead Mezz 8 LLC 09-13812 ESA P Mezz 8 LLC 09-13814 ESA Mezz 8 LLC 09-13817 ESH/Homestead Mezz 9 LLC 09-13821 ESA P Mezz 9 LLC 09-13822 ESA Mezz 9 LLC 09-13824 ESH/Homestead Mezz 10 LLC 09-13825 ESA P Mezz 10 LLC 09-13827 ESA Mezz 10 LLC 09-13829 Homestead Village LLC 09-13766 ESA MD Beneficiary LLC 09-13768 ESA P Portfolio MD Trust 09-13769 ESA MD Properties Business Trust 09-13771 ESA P Portfolio MD Beneficiary LLC 09-13772 ESA Canada Properties Trust 09-13774 ESA Canada Beneficiary Inc. 09-13779 ESA UD Properties LLC 09-13782 ESA 2007 Operating Lessee Inc. 09-13783 ESA 2005 Operating Lessee Inc. 09-13787 ESA Operating Lessee Inc. 09-13789 ESA P Portfolio Operating Lessee Inc. 09-13795 ESA Business Trust 09-13797 ESA Management LLC 09-13799 ESA P Portfolio Holdings LLC 09-13800 ESA Canada Operating Lessee Inc. 09-13804 Extended Stay Hotels LLC 09-13808 Bankruptcy Court: United States Bankruptcy Court Southern District of New York (Manhattan) One Bowling Green New York, NY 10004 Bankruptcy Judge: James M. Peck Debtors' Counsel: Jacqueline Marcus, Esq. jacqueline.marcus@weil.com Marcia L. Goldstein, Esq. marcia.goldstein@weil.com Weil Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 http://www.weil.com/ Tel: (212) 310-8214 Fax: (212) 735-4919 Debtors' Financial Advisor: Lazard Freres & Co. LLC 30 Rockefeller Plaza New York, NY 10020 http://www.lazard.com/ Debtors' Claims Agent: Kurtzman Carson Consultants LLC 2335 Alaska Avenue El Segundo, CA 90245 Tel: (310) 823-9000 http://www.kccllc.net/ U.S. Trustee: Office of the United States Trustee U.S. Department of Justice 33 Whitehall Street, 21st Floor New York, NY 10004-2111 http://www.usdoj.gov/ust/r02/ EXTENDED STAY: Five Mile Wants Reversal of Suit Transfer Denial --------------------------------------------------------------- Five Mile Capital II SPE ESH LLC asks the U.S. District Court for the Southern District of New York to reverse a ruling entered by a bankruptcy judge, denying the transfer of its lawsuit to the Supreme Court. Judge James Peck of the U.S. Bankruptcy Court for the Southern District of New York, who oversees the Chapter 11 cases of Extended Stay Inc. and its affiliated debtors, earlier denied the transfer of Five Mile's Lawsuit after determining that there is "close interconnection between the issues raised by the action and the bankruptcy process." In court papers, Jeffrey Golenbock, Esq., at Golenbock Eiseman Assor Bell & Peskoe LLP, in New York, argues that Five Mile's Lawsuit is a "simple breach of contract case" among investors who hold certificates representing a beneficial interest in a trust that was formed under a Trust and Servicing Agreement. The trust, which holds a $4.1 billion mortgage loan that was used to fund the acquisition of the Debtors from Blackstone Group LP, is a creditor of the Debtors. Mr. Golenbock dismisses the defendants' argument that the Bankruptcy Court has jurisdiction over the dispute because the Debtors have a large economic stake in the Trust and because Five Mile's Complaint seeks injunctive relief against the certificate holders. "The state court action is a straightforward breach of contract case between non-parties in interest that only affects rights among certificate holders," he points out. "The complaint does not implicate any rights between the Debtors and its creditor, the trust." Five Mile sued Cerberus Capital Management LP, Centerbridge Partners LP The Blackstone Group Inc. and GEM Capital Management Inc. after those parties allegedly negotiated with the Debtors on the restructuring of the Debtors' debt. It alleged that the negotiations led to an agreement on the terms of a restructuring that was detrimental to the Debtors while beneficial to the defendants. Five Mile's Lawsuit was initially filed in the New York Supreme Court but was eventually moved to the Bankruptcy Court after the Debtors filed for bankruptcy protection. Five Mile then asked the Bankruptcy Court to remand the lawsuit to the Supreme Court, but its request was denied. About Extended Stay Extended Stay is the largest owner and operator of mid-price extended stay hotels in the United States, holding one of the most geographically diverse portfolios in the lodging sector with properties located across 44 states (including 11 hotels located in New York) and two provinces in Canada. As a result of acquisitions and mergers, Extended Stay's portfolio has expanded to encompass over 680 properties, consisting of hotels directly owned or leased by Extended Stay or one of its affiliates. Extended Stay currently operates five hotel brands: (i) Crossland Economy Studios, (ii) Extended Stay America, (iii) Extended Stay Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe Studios. For the year ending December 31, 2008, Extended Stay's audited financial statements show consolidated assets (including nondebtor affiliates) totaling approximately $7.1 billion and consolidated liabilities totaling approximately $7.6 billion. Consolidated revenues for the 12 months ending December 31, 2008 were approximately $1 billion. Extended Stay Inc. and its affiliates filed for Chapter 11 on June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764). Judge James M. Peck handles the case. Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, represents the Debtors. Lazard Freres & Co. LLC is the Debtors' financial advisors. Kurtzman Carson Consultants LLC is the claims agent. Bankruptcy Creditors' Service, Inc., publishes Extended Stay Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Extended Stay Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). FAIRPOINT COMMS: Bank Debt Trades at 23% Off in Secondary Market ---------------------------------------------------------------- Participations in a syndicated loan under which FairPoint Communications, Inc., is a borrower traded in the secondary market at 76.96 cents-on-the-dollar during the week ended Friday, Feb. 19, 2010, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 0.57 percentage points from the previous week, The Journal relates. The debt matures on March 31, 2015. The Company pays 275 basis points above LIBOR to borrow under the loan facility. Moody's has withdrawn its rating, while Standard & Poor's has assigned a default rating, on the bank debt. The debt is one of the biggest gainers and losers among 187 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. FairPoint Communications, Inc. (NYSE: FRP) -- http://www.fairpoint.com/-- is an industry leading provider of communications services to communities across the country. FairPoint owns and operates local exchange companies in 18 states offering advanced communications with a personal touch, including local and long distance voice, data, Internet, television and broadband services. FairPoint is traded on the New York Stock Exchange under the symbols FRP and FRP.BC. Fairpoint and its affiliates filed for Chapter 11 on Oct. 26, 2009 (Bankr. D. Del. Case No. 09-16335). Rothschild Inc. is acting as financial advisor for the Company; AlixPartners, LLP, as the restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP is the Company's counsel. BMC Group is claims and notice agent. As of June 30, 2009, Fairpoint reported $3.24 billion in total assets, $321.41 million in total current liabilities, $2.91 billion in total long-term liabilities, and $1.23 million in total stockholders' equity. Bankruptcy Creditors' Service, Inc., publishes Fairpoint Communications Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Fairpoint Communications Inc. and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FELIX FHIMA: Case Summary & 11 Largest Unsecured Creditors ---------------------------------------------------------- Joint Debtors: Felix M. Fhima Patricia H. Fhima 1264 S. Bedford Drive Los Angeles, CA 90035 Case No.: 10-15854 Type of Business: Chapter 11 Petition Date: February 18, 2010 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Ernest M. Robles Debtors' Counsel: Michael Jay Berger, Esq. 9454 Wilshire Blvd 6th Flr Beverly Hills, CA 90212-2929 Tel: (310) 271-6223 Fax: (310) 271-9805 Email: michael.berger@bankruptcypower.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by the Joint Debtors. Debtors' List of 11 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ American Express Credit Card. There is $18,335 c/o Becket and Lee LLP a pending civil suit. Case No: 09C05120 Bmw Financial Services Debtor's residence: $8,276 Leased 2008 BMW ($0 secured) 328 (good condition; appx. 25,000 miles) Citibank Sd, Na Credit Card $67,857 Discover Fin Svcs LLC Credit Card $9,032 Dsnb Bloom Charge Account $2,954 Bloomingdale's Bankruptcy Egerman & Brown, LLP legal services $15,290 Firstar Deficiency on a $1,796 c/o US Bank Bankruptcy returned Mercedes Dept upon expiration of the lease Gemb/gap Charge Account $42 Los Angeles County Tax Delinquent taxes on $20,923 Collector property located at 280 S. Beverly Drive, #316, Beverly Hills, CA 90212-3903 Debtors no longer own this property. Visdsnb Credit Card $12,333 Bankruptcy (bloomingdale's) Wells Fargo Card Ser Credit Card $11,631 FLEXTRONICS INT'L: Bank Debt Trades at 3% Off in Secondary Market ----------------------------------------------------------------- Participations in a syndicated loan under which Flextronics International Ltd. is a borrower traded in the secondary market at 96.50 cents-on-the-dollar during the week ended Friday, Feb. 19, 2010, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 0.50 percentage points from the previous week, The Journal relates. The Company pays 225 basis points above LIBOR to borrow under the facility. The debt matures on Oct. 1, 2012. Moody's has withdrawn its rating on the bank debt while it carries Standard & Poor's BB+ rating. The debt is one of the biggest gainers and losers among 187 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Headquartered in Singapore, Flextronics International Ltd. (NasdaqGS: FLEX; Singapore Reg. No. 199002645H) -- http://www.flextronics.com/-- is an Electronics Manufacturing Services provider focused on delivering design, engineering and manufacturing services to automotive, computing, consumer digital, industrial, infrastructure, medical and mobile OEMs. Flextronics helps customers design, build, ship, and service electronics products through a network of facilities in over 30 countries on four continents. The Company's liquidity as of March 31, 2009, was solid with $1.8 billion in cash and a fully available $2 billion senior unsecured revolving credit facility which expires in May 2012. Additionally, Fitch expects Flextronics to produce strong free cash flow, even in the current environment with minimal working capital requirements and reduced capital spending plans. Fitch estimates that Flextronics has produced average annual free cash flow of nearly $500 million each of the past three years. Flextronics utilizes an accounts receivable securitization facility as well as accounts receivable sales agreements for additional liquidity purposes. Total debt as of March 31, 2009 was $3 billion and consisted primarily of i) $195 million in 0% junior convertible subordinated notes due July 2009 which Fitch expects to be redeemed from existing cash; $1.7 billion outstanding under a senior unsecured term loan facility, of which approximately $500 million is due in October 2012 with the remainder due in October 2014; $240 million in 1% convertible subordinated notes due August 2010; $400 million in 6.5% senior subordinated notes due May 2013; and $400 million in 6.25% senior subordinated notes due November 2014. Flextronics also has around $200 million outstanding under its accounts receivable securitization facility and $350 million outstanding under various accounts receivable sales agreements. FORD MOTOR: Bank Debt Trades at 7% Off in Secondary Market ---------------------------------------------------------- Participations in a syndicated loan under which Ford Motor Co. is a borrower traded in the secondary market at 93.48 cents-on-the- dollar during the week ended Friday, Feb. 19, 2010, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 0.44 percentage points from the previous week, The Journal relates. The Company pays 300 basis points above LIBOR to borrow under the facility. The bank loan matures on Dec. 15, 2013, and carries Moody's Ba3 rating and Standard & Poor's B- rating. The debt is one of the biggest gainers and losers among 187 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles across six continents. With about 200,000 employees and about 90 plants worldwide, the company's automotive brands include Ford, Lincoln, Mercury and Volvo. The company provides financial services through Ford Motor Credit Company. At Sept. 30, 2009, the Company had US$203.106 billion in total assets against US$210.376 billion in total liabilities. On March 4, 2009, Ford deferred future interest payments on its 6.50% Junior Subordinated Convertible Debentures due January 15, 2032, beginning with the April 15, 2009 quarterly interest payment. As reported by the Troubled Company Reporter on Nov. 4, 2009, Moody's Investors Service upgraded the senior unsecured rating of Ford Motor Credit Company LLC to B3 from Caa1. This follows Moody's upgrade of Ford Motor Company's corporate family rating to B3 from Caa1, with a stable outlook. Ford Credit's long-term ratings remain on review for further possible upgrade. On Nov. 3, 2009, S&P raised the corporate credit ratings on Ford Motor Co. and Ford Motor Credit Co. LLC to 'B-' from 'CCC+'. Ford Motor Co. carries a long-term issuer default rating of 'CCC', with a positive outlook, from Fitch Ratings. FORTUNE INDUSTRIES: Earns $334,000 for 3 Months Ended Dec. 31 ------------------------------------------------------------- Fortune Industries Inc. posted net income of $334,000 for the three months ended Dec. 31, 2009, compared with $262,000 net income for the same period a year ago. Revenues were $14.99 million for the second fiscal 2009 quarter, compared with $16.43 million for three months ended Feb. 28, 2009. The Company reported $32,225,000 in total assets and $12,615,000 in total liabilities resulting to a $19,610,000 stockholders' equity for Dec. 31, 2009. A full-text copy of the Company quarterly report on Form 10-Q's financial result is available for free at http://ResearchArchives.com/t/s?539c About Fortune Industries Fortune Industries, Inc. is a holding company of providers of full service human resources outsourcing services through co-employment relationships with their clients. Going Concern Doubt Somerset CPAs, P.C., in Indianapolis, Indiana, expressed substantial doubt about Fortune Industries, Inc.'s ability to continue as a going concern after auditing the Company's financial statements for fiscal periods ended June 30, 2009, Aug. 31, 2008, and 2007. The auditor noted that the Company has had recurring losses from operations and has a net capital deficiency. The Company's balance sheet at June 30, 2009, showed total assets of $30,513,000, total liabilities of $11,828,000 and a stockholders' equity of $18,685,000. FREDDIE TARVER: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Freddie N. Tarver, II 108 E. Brackenridge Street Edna, TX 77959 Bankruptcy Case No.: 10-60018 Chapter 11 Petition Date: February 18, 2010 Court: United States Bankruptcy Court Southern District of Texas (Victoria) Judge: Wesley W. Steen Debtor's Counsel: Jeffrey P. Norman, Esq. Gipson & Norman 450 N. Texas Avenue, Suite A Webster, TX 77598-4963 Tel: (281) 332-4800 Fax: (281) 332-4808 Email: jpnorman@gipsonandnorman.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 Freddie N. Tarver, II. FX REAL ESTATE: Sillerman, et al., Increase Equity Stake -------------------------------------------------------- Robert F.X. Sillerman, the Company's Chairman and Chief Executive Officer, and his affiliated entities, disclosed that as of February 11, 2010, they may be deemed to beneficially own in the aggregate 30,051,904 shares or roughly 41.9% of the common stock of FX Real Estate and Entertainment Inc. Paul C. Kanavos, the Company's President, and his affiliated entities, disclosed holding 20,974,667 shares or roughly 29.7% of the Company's common stock. Brett Torino, a greater than 10% stockholder of the Company, and his affiliated entities, reported holding 21,168,981 shares or roughly 29.7% of the Company's common stock. Mr. Sillerman previously reported holding a 41.6% stake in the Company as of February 3, 2010. Mr. Kanavos and Mr. Torino each previously disclosed holding a 29.2% stake. A full-text copy of Sillerman, et al.'s regulatory filing is available at no charge at http://ResearchArchives.com/t/s?53a7 As reported by the Troubled Company Reporter, FX Real Estate and Entertainment said that on February 12, 2010, its remaining Las Vegas subsidiary's Lock Up and Plan Support Agreement dated as of December 18, 2009, as amended -- with the first lien lenders, certain of the second lien lenders and the first and second lien agents under the Las Vegas subsidiary's $475 million mortgage loans, and LIRA LLC, a corporate affiliate of Robert F.X. Sillerman, Paul C. Kanavos and Brett Torino, who are directors, executive officers or greater than 10% stockholders of the Company -- terminated automatically in accordance with its terms and is of no force and effect. The New Lock Up Agreement terminated and was of no force and effect because the parties failed to agree by February 12 upon the definitive forms of the key transaction documents required to implement the plan of reorganization for the Las Vegas subsidiary's contemplated prepackaged chapter 11 bankruptcy case. Because the termination of the New Lock Up Agreement was not due to the fault of any party thereto, all of the parties were released from their obligations under the Agreement without any liability to the other parties. As a result of the non-fault based termination of the New Lock Up Agreement, the Company's Las Vegas subsidiary's Standstill Agreement dated as of December 23, 2009, with the First Lien Lenders, LIRA LLC, and LIRA Property Owner, LLC, another corporate affiliate of Sillerman et al., terminated and is of no force and effect. The purpose of the Standstill Agreement -- which had been entered into simultaneously with the New Lock Up Agreement -- was to defer and stay activity required under the parties' existing Lock Up and Plan Support Agreement dated as of October 27, 2009. According to the Company, the Existing Lock Up Agreement will be reinstated because of the non-fault based termination of the New Lock Up Agreement. The Existing Lock Up Agreement contemplates the Las Vegas subsidiary filing a prepackaged chapter 11 bankruptcy case with the United States Bankruptcy Court for the District of Nevada for the purpose of disposing of the Las Vegas property for the benefit of the Las Vegas subsidiary's -- and its predecessor entities' -- creditors either pursuant to an auction sale for at least $256 million or, if the auction sale is not completed, pursuant to a prearranged sale to LIRA under the terms of the prepackaged chapter 11 bankruptcy proceeding's plan of liquidation. Under the Standstill Agreement, as a result of its termination by reason of the non-fault based termination of the New Lock Up Agreement, the parties, as also being parties to the Existing Lock Up Agreement, are required to take these actions to proceed with implementation of the transactions contemplated by the Existing Lock Up Agreement: -- to reinstate on or before February 27, 2010, that certain escrow agreement delivered pursuant to the Existing Lockup Agreement under substantially the same terms and conditions thereof; -- to amend the Existing Lock Up Agreement to specify the recalculated outside date on which the plan of liquidation can be confirmed (currently May 18, 2010, which under the terms of the Standstill Agreement is to be extended by the number of days from December 4, 2009 (with December 5, 2009 being the first day) through and including the date of reinstatement of such escrow agreement); -- to agree upon new "target dates" under the Existing Lock Up Agreement for the taking of specified actions necessary to initiate the prepackaged chapter 11 filing; and -- update, if necessary, the form of orders or documents previously agreed to pursuant to the Existing Lockup Agreement and related documents for ministerial changes to reflect the passage of time and changing circumstances caused by the delay in filing of the prepackaged chapter 11 bankruptcy case under the Existing Lock-Up Agreement. The First Lien Lenders have agreed to delay the pending trustee's sale of the Las Vegas property to March 24, 2010. The lender parties to the Second Amendment to Lock Up and Plan Support Agreement dated as of February 3, 2010, are Ladesbank Baden-Wurttemberg, Munchener Hypothekenbank EG, Deutsche Hypothekenbank (Actien-Gesellschaft), Great Lakes Reinsurance (UK) PLC, Five Mile Capital Pooling International LLC, Spectrum Investment Partners LP, Transamerica Life Insurance Company, and NexBank, SSB. About FX Real Estate and Entertainment New York-based FX Real Estate and Entertainment Inc.'s business consists of owning and operating 17.72 contiguous acres of land located at the southeast corner of Las Vegas Boulevard and Harmon Avenue in Las Vegas, Nevada. The property is currently occupied by a motel and several commercial and retail tenants with a mix of short and long-term leases. At September 30, 2009, the Company had $143,904,000 in total assets against total liabilities, all current, of $484,560,000. The Company said it is in severe financial distress and may not be able to continue as a going concern. The Company said its current cash flow from operations and cash on hand as of September 30, 2009, are not sufficient to fund its short-term liquidity requirements, including its ordinary course expenses and obligations as they come due. The Company's Las Vegas subsidiaries own real property which is substantially the Company's entire business. The subsidiaries are in default under their $475 million mortgage loans, which are secured by the property. The carrying value of the Las Vegas property was reduced to its estimated fair value of $140.8 million as of June 30, 2009, after impairment charges taken prior to that date. GAMCO INVESTORS: Moody's Cuts Provisional Sub. Debt Shelf to Ba1 ---------------------------------------------------------------- Moody's Investors Service has downgraded the long term senior unsecured debt rating of GAMCO Investors, Inc., to Baa3 from Baa2. The outlook on the rating is stable. The rating downgrade primarily reflects growing competitive pressures on small-to-medium sized investment managers and Moody's view of GAMCO's relative ability to manage the challenges. Vice President, Senior Credit Officer Matthew Noll stated, "Weaker- than-peer corporate governance and sales/marketing capabilities have been constraints on GAMCO's rating; evolving investor demands and consolidating distribution platforms increase the severity of these issues." Moody's commented that the major retail brokerage platforms and financial advisor networks that GAMCO relies on for selling over half its products are seeking size, scale, and product breadth to an increasing degree. And while GAMCO has adequate diversification across equity styles, investors are selecting fixed income and indexing strategies more than ever in the wake of 2008 and early 2009's market declines. GAMCO's history of low organic growth, even in strong markets, has been attributable the firm's modest sales and marketing effort. Looking forward, GAMCO's market position will likely slip without a more robust approach to tackling the industry dynamics that have emerged following the financial crisis. Corporate governance considerations are important to GAMCO's rating due to the controlling influence of Mario J. Gabelli, the firm's CEO and founder. In addition to setting the tone for the strategic direction and management style of the firm, Mr. Gabelli also manages a large majority of the firm's assets under management. Moody's views Mr. Gabelli's presence as a positive on the firm's credit rating for his stature and investing acumen, but the degree of influence he exerts as both a CEO and the chief investment officer limits the firm's rating potential. Generally, Moody's views separating CEO responsibilities from investment responsibilities as a stronger management approach in asset management businesses. With regard to GAMCO's financial attributes, Moody's stated that GAMCO weathered the financial crisis very well due to robust balance sheet management. The firm's ratio of cash plus investments to total debt is over 3 times and its ratio of total debt to EBITDA is approximately 2x. These ratios are weaker than pre-2008 levels, but both ratios should trend favorably in 2010. GAMCO's financial qualities cushion its Baa3 rating very well and counterbalance Moody's view of the firm's modest market position. Moody's stated that GAMCO's rating could be upgraded if these are met: (1) making clearer strides on reducing the firm's key man risk, particularly with regard to sales and marketing efforts, (2) improving market share to at least .5% of the US fund market, and (3) sustaining quarterly net positive flows of at least $500 million. GAMCO's rating could be downgraded if any of these are sustained: (1) quarterly net asset outflows exceed 2.5% of beginning of period AUM, (2) total debt to EBITDA exceeds 3x, (3) market share drops to under .1% of the total US fund market or (4) key man issues clearly jeopardize the performance of the firm. These ratings were downgraded one notch with a stable outlook: * GAMCO Investors, Inc. -- senior unsecured debt to Baa3, provisional senior unsecured shelf to (P)Baa3, provisional subordinated debt shelf to (P)Ba1, provisional preferred debt shelf to (P)Ba2. The last rating action on GAMCO was on August 12, 2008, when the company's rating outlook was changed to Baa2 stable from Baa2 negative after demonstrating sufficient recovery from a period of weak investment performance and elevated asset outflows. GAMCO Investors, Inc., is an asset management firm based in Rye, New York providing investment management and research services to retail and institutional clients. The company had approximately $26 billion in assets under management as of December 31, 2009. GATEHOUSE MEDIA: Bank Debt Trades at 54% Off in Secondary Market ---------------------------------------------------------------- Participations in a syndicated loan under which GateHouse Media, Inc., is a borrower traded in the secondary market at 46.15 cents- on-the-dollar during the week ended Friday, Feb. 19, 2010, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 0.95 percentage points from the previous week, The Journal relates. The Company pays 200 basis points above LIBOR to borrow under the facility. The bank loan matures on Feb. 27, 2014, and carries Moody's Ca rating and Standard & Poor's CCC rating. The debt is one of the biggest gainers and losers among 187 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. GateHouse Media, Inc. -- http://www.gatehousemedia.com/-- headquartered in Fairport, New York, is one of the largest publishers of locally based print and online media in the United States as measured by its 97 daily publications. GateHouse Media currently serves local audiences of more than 10 million per week across 21 states through hundreds of community publications and local Web sites. At Sept. 30, 2009, the Company had $601,666,000 in total assets against $1,350,478,000 in total liabilities. As reported by the Troubled Company Reporter on Sept. 21, 2009, Moody's downgraded GateHouse Media Operating, Inc.'s Corporate Family rating to "Ca" from "Caa1" and its Probability of Default rating to "Ca" from "Caa2", reflecting Moody's view of very high default risk and weakened recovery prospects for debtholders in an event of default scenario which is exacerbated by lingering adverse current market conditions. GENERAL DATACOMM: Dec. 31 Balance Sheet Upside-Down by $41-Mil. --------------------------------------------------------------- General DataComm Industries Inc. reported $5.92 million in total assets and $46.77 million in total liabilities resulting to a $40.85 million stockholders' deficit at Dec. 31, 2009. The Company said it incurred $1.01 million in net loss for the three months ended Dec. 31, 2009, compared with $1.49 million in net loss for the same period a year ago. A full-text copy of the Form 10-Q is available for free at http://ResearchArchives.com/t/s?539b About General DataComm Based in Naugatuck, Connecticut, General DataComm Industries Inc. (OTC: GNRD) -- http://www.gdc.com/-- is a provider of networking and telecommunications products, services and solutions. The Company designs, develops, assembles, markets, sells, installs and maintains products that enable telecommunications common carriers, corporations, and governments to build, improve and more cost effectively manage their global telecommunications networks. The Company's products and services are marketed worldwide through a combination of direct sales and distribution channels. GENERAL GROWTH: Terms Too Restrictive, Simon Property Complains --------------------------------------------------------------- Simon Property Group, Inc., sent a letter to General Growth Properties, Inc., in response to General Growth's comments to the form of non-disclosure agreement Simon Property Group delivered to General Growth at the meeting on February 8, 2010, at which Simon Property Group provided General Growth with a firm, fully financed $10 billion offer. The Official Committee of Unsecured Creditors of General Growth issued a statement criticizing the excessively restrictive terms under which General Growth would agree to engage with Simon Property Group. Following is the text of Simon's letter to General Growth: February 19, 2010 Mr. Adam Metz Chief Executive Officer General Growth Properties, Inc. 110 North Wacker Drive Chicago, Illinois 60606 Dear Adam, Last night, we received General Growth's comments to the form of non-disclosure agreement that we delivered to you, with our signature attached, at the meeting on February 8, 2010 at which we provided you with our firm, fully financed $10 billion offer. As you know, our offer provides immediate 100% cash recovery of par value plus accrued interest and dividends to all unsecured creditors, plus more than $9.00 per share in value to shareholders. General Growth's comments to the non-isclosure agreement are not constructive and make clear your apparent interest in precluding our offer from moving forward or being considered by your stakeholders. Specifically, Your draft would prohibit SPG from making any proposal to acquire General Growth without your prior approval. SPG has already made such a proposal, and our continued ability to do so is an important means of ensuring that you fulfill your stated commitment to act in the best interest of your stakeholders. Your draft would forbid SPG from disclosing any aspect of our communications with you -- even the existence of the non- disclosure agreement itself -- to the company's stakeholders, including the official committee of unsecured creditors of General Growth and the equity committee. We do not share your belief that your unsecured creditors, or other stakeholders, should be categorically precluded from information that may be useful to them as they seek the best recovery available to them. Your draft would prohibit SPG from speaking with, or reaching an agreement with, any third parties regarding a possible transaction involving General Growth or any of its assets or securities. As we have stated publicly, SPG already has engaged with potential co-investors, and we cannot -- and should not -- agree to any restriction on our ability to present the best offer to your stakeholders. Further, you have deleted language requiring General Growth to conduct your long-awaited strategic alternatives process in good faith, provide SPG with the same information made available to other interested parties, and to treat SPG on an equal footing with other interested parties. We see no justification for your inability to commit to playing by the same rules when it comes to SPG, especially since we are the only party to date that has come forth with a firm offer to provide your stakeholders with full, fair and immediate value. This draft non-disclosure agreement is plainly inconsistent with General Growth's pledge in your February 18, 2009 letter to "explore all avenues to emerge from Chapter 11 and maximize value for all the Company's stakeholders." In light of the lack of interest General Growth has shown to date in engaging with us, SPG clearly cannot, and we will not, accede to terms that do not guarantee us fair treatment in your process and indeed seem to be intended specifically to sideline us, while you pursue discussions with other parties -- as you have previously threatened to do - without engaging with us. SPG has been seeking to engage with you since October, and your consistent refusal to do so raises serious questions about your ability to obtain the best result for your stakeholders. By continuing to request the unreasonable restrictions set forth in your proposed non-disclosure agreement, you render your "process" a charade from the start by seeking to exclude the most logical and capable acquiror. We urge you to reconsider the terms of your proposed non-disclosure agreement, and we remain willing to abide by the agreement that we delivered to you on February 8, 2010, and to immediately commence our confirmatory due diligence. We look forward to hearing from you promptly. Very truly yours, David Simon Chairman of the Board and Chief Executive Officer cc: Official Committee of Unsecured Creditors Committee Statement The Official Committee of Unsecured Creditors of General Growth's counsel, Michael Stamer, said: "The terms of the non-disclosure agreement provided to Simon by General Growth are excessively restrictive and not in the best interest of the unsecured creditors and other stakeholders. We continue to believe that Simon's offer (or any other offer) to provide a full cash recovery to all unsecured creditors and substantial value for equity holders is an excellent result, and we strongly encourage General Growth to engage with Simon now on reasonable terms to bring this reorganization to a prompt and successful conclusion, and to run a fair process designed to produce maximum value in the minimum time for all stakeholders." About Simon Property Group Simon Property Group, Inc., 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 MOTORS: Outlines 5-Year EUR11-Bil. Opel Investment Plan --------------------------------------------------------------- General Motors Co., unveiled on February 10, 2010, that it is investing EUR11 billion or US$15 billion to reorganize its Adam Opel GmbH division by 2014, as outlined in the "Five-year EUR11- Billion Plan for the Future," while seeking European government aid. "The goal of the . . . [Business] Plan is to secure long-term sustainable profitability through a growth initiative that will introduce new products as we renew existing carlines, place extra emphasis on becoming a leader in alternative propulsions and explore possible expansion into growth markets," Chief Executive Officer Nick Reilly said in a statement posted at Driving Conversations, the official Opel and Vauxhaull blog. In an official statement, GM said that the Business Plan "foresees Opel/Vauxhall will break even by 2011 and be profitable by 2012." The Plan envisions that 80 percent of the Opel/Vauxhall carlines will be at an age of three years or less by 2012. This includes eight major launches in 2010 alone -- including Meriva, Corsa, Movano and Astra Sports Tourer -- and another four in 2011, most notably the extended-range electric vehicle Ampera, an industry- first in Europe. A major component of the Business Plan is reduction of Opel/Vauxhaull capacity by approximately 20 percent -- which requires a job level reduction of approximately 8,300 that will be spread out across most of Europe, and includes (i) 1,300 employees in sales and administration and (ii) 7,000 jobs in manufacturing. GM intends to close the Opel production facility in Antwerp, Belgium, as previously announced/ The company has eliminated the former GM Europe management structure in Zurich, Switzerland, and is now managed from the Opel brand headquarters in Russelsheim, Germany. Once the capacity reduction is implemented, the company is expected to run at approximately 112 percent of its capacity on a two-shift basis and 87 percent on a three-shift basis, to provide it sufficient upside potential once the market starts to recover, the statement said. GM disclosed that it "will continue to work with European governments to secure funding of approximately EUR2.7 billion through loans or loan guarantees. Discussions with employee representatives about the overall plan continue both on European and national levels." A spokesperson for the U.K. Department for Business, Innovation & Skills Secretary Lord Mandelson told Telegraph.co.uk that negotiations with GM were "complicated" and it had not been approached for a particular amount, adding that the Department "[has] been studying GM's plans and data and the implications of the proposals for the U.K." In a report dated February 12, 2010, the Ministry said that "the viability [of GM's plan] is questionable", Reuters said, citing a report from Germany's Spiegel magazine. The Ministry review noted that the Plan "was a risk of state aid for Opel unjustifiably flowing to its parent company in the United States in the form of license charges," according to Reuters. The IG Metall union, which represents Opel's manufacturing workers in Germany, called for officials to reject the aid request as long as GM proceeds with closing the Antwerp plant and doesn't offer workers job security. "We want Opel to be supported, when an appropriate plan is presented," Armin Schild, an official with IG Metall and an Opel board member, said in a statement to Bloomberg News. "But we won't support the [Business] plan as we know it," Mr. Armin emphasized. GM Opel's statement on the five-year EUR11-Billion Plan for the Future is accessible at http://ResearchArchives.com/t/s?5250 About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Spyker Secures Financing for SAAB Deal ------------------------------------------------------ Spyker Cars N.V. confirmed on February 8, 2010, that it entered into a US$25 million convertible loan agreement with an investment company owned by Heerema Holding Company Inc., on a two-year term, at an interest of Euribor +10% and is convertible into shares at EUR4 each. This loan secures the funding necessary to close the Saab transaction as the first US$25 million has already been paid to GM on January 26, 2010. The convertible loan is conditional on SAAB receiving the EIB loan. On July 15 of this year a final payment of US$24 million is due to GM. Spyker is confident that it will secure the funding for this second installment, Spyker said in an official statement. The European Commission approved the Swedish state guarantee for Saab. With respect to the approval of the Swedish state guarantee, competition commissioner Neelie Kroes said that the state guarantee "will contribute to the implementation of Saab's business plan without giving rise to any undue distortions of competition." "We are delighted that Heerema has decided to become an investor in our company. I had the privilege to work for Pieter Heerema from 1984 through 1991, initially as his counsel, later as Director of Corporate Affairs, and we have come to know each other very well as a result. It is the intention to nominate a representative of Heerema as a member of the Supervisory Board," Victor Muller, Spyker's CEO said. "The positive decision of the European Commission to approve the Swedish state guarantee is another major step towards closing of the Saab acquisition. We are grateful to the Commission of their willingness to work so hard on this decision within the limited time available," Mr. Muller added. "Although providing convertible loans such as this one is not in the ordinary course of our business, the positive developments of the past few months involving the SAAB brand and its sympathetic connotation, together with the worldwide support of loyal customers, dealers, employees, suppliers and other stakeholders represents a unique value. This value represents much more than money alone. We are confident that when the company's management gets the opportunity to implement the business plan we will see a good financial return on our investment as well," stated Pieter Heerema. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: GM, Treasury Yet to Decide on Whitacre Pay ---------------------------------------------------------- More than two weeks after assuming his post as new chief executive officer for General Motors Co., Edward Whitacre Jr.'s salary and pay package is still to be decided, according to General Motors Co. and the United States Department of the Treasury, The Detroit News reported. Mr. Whitacre has agreed to continue as chairman and CEO of GM. He was named interim CEO, following Frederick Henderson's resignation from the post on December 1, 2009. Since GM is among the companies that have received exceptional assistance under the $700 billion Troubled Asset Relief Program, the Treasury Department's special master, Ken Feinberg, must approve of the pay for its top 25 executives, the newspaper related. Mr. Whitacre's pay eventually will be disclosed by the company in a voluntary Securities and Exchange Commission filing. GM has also submitted by late January 2010, pay proposals for its other top 25 executives, in time for the commencement of the U.S. Treasury's review of 2010 pays. In a keynote speech at a roundtable on February 12, 2010, GM vice chairman Bob Lutz commented that the top 25 senior executives are "way, way, way" underpaid, reported Detroit News. "Given the rigors of the job and demands and the accountability, I would say we are being paid way, way, way below market," Mr. Lutz emphasized, adding that the pay executives' pay limits are understandable considering GM's bankruptcy. He hoped, however, that "it doesn't stay this way too long." About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: CEO Edward Whitacre to Be Paid $1.7-Mil. Annually ----------------------------------------------------------------- Edward E. Whitacre, Jr. assumed the role of Chief Executive Officer of General Motors Company effective December 1, 2009, in addition to continuing as Chairman of the Board of Directors. Following approval in principle by the Special Master for TARP Executive Compensation, on February 17, 2010, the Company and Mr. Whitacre agreed to his compensation arrangements, which were effective as of January 1, 2010. Mr. Whitacre's annual cash base salary as Chairman and Chief Executive Officer is $1,700,000, and he will participate in the benefit plans currently available to executive officers as described on Form 8-K, filed August 7, 2009, and as set forth as exhibits to various periodic filings by the Company. He will receive an additional portion of his salary in the form of salary stock, awarded pursuant to the provisions of the 2009 Salary Stock Plan, in the amount of $5,300,000, which will be delivered ratably over three years beginning in 2012, and TARP compliant restricted stock units valued at $2,000,000, under the Company's 2009 Long- Term Incentive Plan. Mr. Whitacre does not receive additional compensation for his service on the Company's Board. Mr. Whitacre has no other reportable relationships with the Company or its affiliates. About General Motors General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers, tracing its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM acquired its operations from General Motors Company, n/k/a Motors Liquidation Company, on July 10, 2009, pursuant to a sale under Section 363 of the Bankruptcy Code. Motors Liquidation or Old GM is the subject of a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At September 30, 2009, GM had US$107.45 billion in total assets against US$135.60 billion in total liabilities. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Ex-CEO F. Henderson Hired as Consultant ------------------------------------------------------- Frederick A. Henderson resigned as a director and Chief Executive Officer of General Motors on December 1, 2009. His separation from the Company was effective on December 31, 2009. On February 18, 2010, Mr. Henderson and General Motors Holdings LLC, a subsidiary of the Company, entered into an agreement to engage his services as a consultant on a month-to-month basis pursuant to these material terms: * The agreement will expire on December 31, 2010 unless terminated earlier by either party; * Mr. Henderson will provide an estimated 20 hours consulting per month on international operations and participate in one meeting per month with the President, International Operations or his designated representative; * Mr. Henderson will receive a fee of $59,090 payable monthly and reimbursement of reasonable expenses. During the period of the consulting agreement Mr. Henderson is free to provide consulting services to other clients, except that he may not engage in or perform any services for any business which designs, manufactures, develops, promotes, or sells any automobiles or trucks, in competition with or for competitors of the Company or any of its affiliates. 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) GENTA INC: Arcus Ventures Fund Reports 3.0% Equity Stake -------------------------------------------------------- Arcus Ventures Fund, L.P.; Arcus Ventures Management, LLC, the general partner of Arcus Ventures Fund; James B. Dougherty, a member of Arcus Ventures Management; and Steven Soignet, a member of Arcus Ventures Management, disclosed that as of December 31, 2009, they may be deemed to beneficially own 5,858,366 shares or roughly 3.0% of the common stock of Genta Incorporated. Arcus further disclosed that in addition to the 5,858,366 shares beneficially owned -- consisting of 1,275,156 shares of Common Stock and 4,583,210 shares of Common Stock currently issuable upon the conversion of Genta September 2009 Note -- Arcus Venture Fund held as of December 31, 2009, (i) warrants that will become exercisable on October 2, 2009, to purchase 562,500 shares of Common Stock, (ii) warrants that will become exercisable on January 7, 2010, to purchase 202,500 shares of Common Stock, (iii) warrants that will become exercisable on March 4, 2010, to purchase 1,145,804 shares of Common Stock, (iv) purchase rights that are currently exercisable to acquire 7,500,000 shares of Common Stock and (v) purchase rights that become exercisable on October 2, 2009, to acquire 2,225,000 shares of Common Stock; however, each of the October 2009 Warrants, the January 2010 Warrants, the March 2010 Warrants, the December 2008 Purchase Rights and the October 2009 Purchase Rights contains a limitation on exercise which prevents Arcus from such exercise if, after giving effect to the exercise, Arcus would in the aggregate beneficially own more than 4.99% of the outstanding shares of Common Stock. Therefore, Arcus cannot exercise any of the October 2009 Warrants, the January 2010 Warrants, the March 2010 Warrants, the December 2008 Purchase Rights and the October 2009 Purchase Rights and, accordingly, do not beneficially own underlying shares of Common Stock if such ownership would cause Arcus' beneficial ownership of Common Stock to exceed 4.99%. In addition, on January 4, 2010, Arcus Venture Fund acquired a convertible promissory note -- January 2010 Note -- which is currently convertible into 2,444,382 shares of Common Stock. Beneficial ownership of such shares does not cause Arcus' beneficial ownership of Common Stock to reach 5%. About Genta Incorporated Berkeley Heights, New Jersey-based Genta Incorporated is a biopharmaceutical company engaged in pharmaceutical (drug) research and development, its sole reportable segment. The Company is dedicated to the identification, development and commercialization of novel drugs for the treatment of cancer and related diseases. As reported by the Troubled Company Reporter on December 7, 2009, Genta has said its recurring losses and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. With no further financing, management projects that the Company will run out of funds in the second quarter of 2010. The Company has said it will require additional cash to maximize its commercial opportunities and continue its clinical development opportunities. If the Company is unable to raise additional funds, it could be required to reduce its spending plans, reduce its workforce, license one or more of its products or technologies that it would otherwise seek to commercialize itself, sell certain assets, cease operations, or declare bankruptcy. At September 30, 2009, the Company had total assets of $18,853,000 against total current liabilities of $12,013,000 and total long- term liabilities of $3,346,000, resulting in stockholders' equity of $3,494,000. GENTA INC: Baker Bros. Report 9.9% Equity Stake ----------------------------------------------- Felix J. Baker and Julian C. Baker disclosed that as of December 31, 2009, they may be deemed to own 19,780,851 shares or roughly 9.9% of the common stock of Genta Incorporated. The shares held include those that may be acquired upon conversion of Genta Inc. convertible notes held by the Bakers. The Bakers beneficially own $292,000 principal amount 8% Unsecured convertible notes due July 7, 2011, $1,979,000 principal amount 8% Unsecured Subordinated Convertible notes due September 4, 2011, $3,300 principal amount 15% Senior convertible notes due June 9, 2010, $105,000 principal amount 8% Senior convertible notes due September 4, 2011, and $11,000 principal amount 8% Senior convertible notes due July 7, 2011, all of which are only convertible to the extent that the holders and their affiliates would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, no more than 9.999% of the outstanding shares of Genta Common Stock after conversion. The Bakers beneficially own $1,850,000 principal amount 8% Senior convertible notes due April 12, 2012, $75,000 principal amount 15% Senior convertible notes due June 9, 2010, $11,000 principal amount 15% Senior convertible notes due June 9, 2010, $62,000 principal amount 15% Senior convertible notes due April 2, 2012, and $3,200 principal amount 15% Senior convertible notes due June 9, 2010, all of which are only convertible to the extent that the holders thereof and their affiliates would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, no more than 4.999% of the outstanding shares of Genta Common Stock after conversion. As a result of these restrictions, the number of shares that may be issued on conversion of the notes by the holders may change depending upon changes in the outstanding shares. The number of shares issuable upon conversion of the notes held by any particular Baker Bros. affiliate will also depend upon the extent to which the notes held by other Baker Bros. affiliates have theretofore been converted. The Bakers are the beneficial owners of a warrant issued in April 2009 to purchase 4,625,000 shares of Genta's common stock at an exercise price of $0.50 per share which expires on October 2, 2012, a warrant issued in July 2009 to purchase 1,660,000 shares of Genta's common stock at an exercise price of $0.50 per share which expires on July, 7, 2011, and a warrant issued in September 2009, to purchase 4,958,484 shares of Genta's common stock at an exercise price of $1.00 per share which expires on March 4, 2012. The April 2009 Warrant is exercisable within 60 days of "the date of this filing on October 2, 2009" but only to the extent that after such exercise, the Bakers would beneficially own no more than 4.999% of Genta's Common Stock. The July 2009 Warrant and the September 2009 Warrant are not exercisable until January 7, 2010 and March 4, 2010, respectively and after such dates are only exercisable to the extent that after such exercise, the Bakers would beneficially own no more than 4.999% of Genta's Common Stock. The Bakers also have the right pursuant to a Securities Purchase Agreement dated April 2, 2009 to purchase an additional 1,850,000 principal amount of the April 2012 Notes and a right pursuant to a consent agreement to purchase $2,075,000 principal amount of the April 2012 Notes. The April 2012 Notes can only be converted to the extent that the Bakers would beneficially own no more than 4.999% of Genta's Common Stock. As a result of these restrictions, the number of shares that may be issued upon exercise of the warrants by the above holders may change depending upon changes in the outstanding shares. The number of shares issuable upon exercise of the warrants held by any particular Baker Bros. affiliate will also depend upon the extent to which the warrants and notes held by other Baker Bros. affiliates have theretofore been converted. About Genta Incorporated Berkeley Heights, New Jersey-based Genta Incorporated is a biopharmaceutical company engaged in pharmaceutical (drug) research and development, its sole reportable segment. The Company is dedicated to the identification, development and commercialization of novel drugs for the treatment of cancer and related diseases. As reported by the Troubled Company Reporter on December 7, 2009, Genta has said its recurring losses and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. With no further financing, management projects that the Company will run out of funds in the second quarter of 2010. The Company has said it will require additional cash to maximize its commercial opportunities and continue its clinical development opportunities. If the Company is unable to raise additional funds, it could be required to reduce its spending plans, reduce its workforce, license one or more of its products or technologies that it would otherwise seek to commercialize itself, sell certain assets, cease operations, or declare bankruptcy. At September 30, 2009, the Company had total assets of $18,853,000 against total current liabilities of $12,013,000 and total long- term liabilities of $3,346,000, resulting in stockholders' equity of $3,494,000. GENTA INC: BAM Opportunity Fund Reports 3.24% Equity Stake ---------------------------------------------------------- BAM Opportunity Fund, L.P.; BAM Opportunity Fund SPV, LLC; BAM Capital, LLC; and BAM Management, LLC, disclosed that as of December 31, 2009, they may be deemed to beneficially own in the aggregate 6,414,295 shares or roughly 3.24% of the common stock of Genta Incorporated. Of the shares, 4,498,045 consist of shares underlying convertible notes and 1,916,250 consist of shares underlying warrants. The SPV holds a "greenshoe" right to purchase up to (a) an additional $800,000 in convertible notes, which are convertible into 8,000,000 shares of Common Stock, plus (b) accompanying warrants to acquire an additional 2,000,000 shares (i.e., 2.5 warrants for every $1 of convertible notes purchased). Those convertible notes and the accompanying warrants cannot be exercised or converted (as the case may be) for six months after the greenshoe is exercised. Accordingly, the SPV does not have beneficial ownership of the Common Stock underlying those convertible notes or those warrants. The SPV also holds convertible notes that are convertible into 255,730 shares of Common Stock. The notes cannot be converted until July 4, 2010, and are also subject to a further limitation on their conversion into common stock that limits the amount of convertible notes that may be converted into stock each week. Accordingly, the SPV does not currently have beneficial ownership of the shares underlying these convertible notes. Beneficial ownership of the Common Stock was transferred to the SPV by the Partnership on December 31, 2009, and accordingly, the Partnership and the General Partner no longer have beneficial ownership of the Common Stock. About Genta Incorporated Berkeley Heights, New Jersey-based Genta Incorporated is a biopharmaceutical company engaged in pharmaceutical (drug) research and development, its sole reportable segment. The Company is dedicated to the identification, development and commercialization of novel drugs for the treatment of cancer and related diseases. As reported by the Troubled Company Reporter on December 7, 2009, Genta has said its recurring losses and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. With no further financing, management projects that the Company will run out of funds in the second quarter of 2010. The Company has said it will require additional cash to maximize its commercial opportunities and continue its clinical development opportunities. If the Company is unable to raise additional funds, it could be required to reduce its spending plans, reduce its workforce, license one or more of its products or technologies that it would otherwise seek to commercialize itself, sell certain assets, cease operations, or declare bankruptcy. At September 30, 2009, the Company had total assets of $18,853,000 against total current liabilities of $12,013,000 and total long- term liabilities of $3,346,000, resulting in stockholders' equity of $3,494,000. GENTA INC: Cat Trail Private Equity Reports 10% Stake ----------------------------------------------------- Cat Trail Private Equity Fund, LLC, and David Dekker, its managing member, disclosed that as of December 31, 2009, they may be deemed to beneficially own 21,128,048 shares or roughly 10.0% of the common stock of Genta Incorporated. As of January 4, 2010, Cat Trail was the beneficial owner of 21,128,048 shares of Common Stock, comprised of (i) 2,176,662 shares of Common Stock, (ii) 7,855,716 shares of Common Stock issuable upon conversion or exercise of Genta's April 2012 Notes or Warrants, and (iii) 11,095,670 shares of Common Stock issuable upon conversion of Genta's July 2011 Notes or September 2011 Notes. As of January 4, 2010, Cat Trail held $465,000 face amount of Genta's 8% Senior Secured Convertible Promissory Notes due April 2012. Cat Trail also has the right, pursuant to a Securities Purchase Agreement dated April 2, 2009, to purchase an additional $450,000 face amount of the April 2012 Notes. In addition, Cat Trail has the right, pursuant to a Consent Agreement dated April 2, 2009, and amended on May 22, 2009 and July 7, 2009, to purchase $1,556,250 face amount of the April 2012 Notes. The April 2012 Notes can only be converted to the extent that, after such conversion, Cat Trail would beneficially own no more than 4.999% of Genta's Common Stock. As of January 4, 2010, Cat Trail held a warrant to purchase 1,125,000 shares of Genta's Common Stock at an exercise price of $0.50 per share, a warrant to purchase 405,000 shares of Genta's Common Stock at an exercise price of $1.00 per share and a warrant to purchase 2,291,608 shares of Genta's Common Stock at an exercise price of $1.00 per share. Cat Trail also has the right, pursuant to the April 2009 SPA, to acquire an additional warrant to purchase 1,125,000 shares of Genta's Common Stock at an exercise price of $0.50 per share in the event it exercises its right to purchase an additional $450,000 face amount of the April 2012 Notes pursuant to the terms of the April 2009 SPA. The April 2009 Warrant and July 2009 Warrant are exercisable but only to the extent that, after such exercise, Cat Trail would beneficially own no more than 4.999% of Genta's Common Stock. The September 2009 Warrant is not exercisable until March 4, 2010, and then is only exercisable to the extent that, after such exercise, Cat Trail would beneficially own no more than 4.999% of Genta's Common Stock. If acquired, the Additional Warrant will not be exercisable for six months following the date of issuance, and then will only be exercisable to the extent that, after such exercise, Cat Trail would beneficially own no more than 4.999% of Genta's Common Stock. As of January 4, 2010, Cat Trail held $168,480 face amount of Genta's 8% Unsecured Subordinated Convertible Promissory Notes due July 2011 and $941,087 face amount of Genta's 8% Unsecured Subordinated Convertible Promissory Notes due September 2011. The July 2011 Notes and September 2011 Notes can only be converted to the extent that, after such conversion, Cat Trail would beneficially own no more than 9.999% of Genta's Common Stock. David Dekker, as the managing member of Cat Trail, may be deemed to beneficially own the 21,128,048 shares held or acquirable by Cat Trail. Mr. Dekker shares voting and dispositive power over such shares with Cat Trail. About Genta Incorporated Berkeley Heights, New Jersey-based Genta Incorporated is a biopharmaceutical company engaged in pharmaceutical (drug) research and development, its sole reportable segment. The Company is dedicated to the identification, development and commercialization of novel drugs for the treatment of cancer and related diseases. As reported by the Troubled Company Reporter on December 7, 2009, Genta has said its recurring losses and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. With no further financing, management projects that the Company will run out of funds in the second quarter of 2010. The Company has said it will require additional cash to maximize its commercial opportunities and continue its clinical development opportunities. If the Company is unable to raise additional funds, it could be required to reduce its spending plans, reduce its workforce, license one or more of its products or technologies that it would otherwise seek to commercialize itself, sell certain assets, cease operations, or declare bankruptcy. At September 30, 2009, the Company had total assets of $18,853,000 against total current liabilities of $12,013,000 and total long- term liabilities of $3,346,000, resulting in stockholders' equity of $3,494,000. GENTA INC: Tang Capital Partners Reports 9.9% Stake --------------------------------------------------- Tang Capital Partners, LP; Tang Capital Management, LLC, the general partner of Tang Capital Partners; and Kevin C. Tang, the manager of Tang Capital, disclosed that as of December 31, 2009, they may be deemed to beneficially own 20,593,669 shares or roughly 9.9% of the common stock of Genta Incorporated. According to Tang Capital, its stake comprised of 6,447,257 shares of Common Stock, $86,047.74 Face Amount of Genta's 15% Senior Secured Convertible Promissory Notes due June 2010; $1,911,666.67 Face Amount of Genta's 8% Senior Secured Convertible Promissory Notes due April 2012; $285,669.10 Face Amount of Genta's 8% Unsecured Subordinated Convertible Promissory Notes due July 2011; and $2,302,245.06 Face Amount of Genta's 8% Unsecured Subordinated Convertible Promissory Notes due September 2011. Additionally, Tang Capital Partners is the beneficial owner of a warrant to purchase 4,625,000 shares of Genta's Common Stock at an exercise price of $0.50 per share; warrants to purchase 1,660,000 shares of Genta's Common Stock at an exercise price of $1.00 per share; and warrants to purchase 5,755,613 shares of Genta's Common Stock at an exercise price of $1.00 per share. Tang Capital Partners also has the right, pursuant to a Securities Purchase Agreement dated April 2, 2009, to purchase an additional $1,850,000.00 Face Amount of the April 2012 Notes. Tang Capital Partners also has the right, pursuant to a Consent Agreement dated April 2, 2009, and amended on May 22, 2009 and July 7, 2009, to purchase $2,832,951.79 Face Amount of the April 2012 Notes. The April 2012 Notes can only be converted to the extent that, after such conversion, Tang would beneficially own no more than 4.999% of Genta's Common Stock. The July 2011 Notes can only converted to the extent that, after such conversion, Tang would beneficially own no more than 9.999% of Genta's Common Stock. The September 2011 Notes can only be converted to the extent that, after such conversion, Tang would beneficially own no more than 9.999% of Genta's Common Stock. The April 2009 Warrants are only exercisable to the extent that, after such exercise, Tang would beneficially own no more than 4.999% of Genta's Common Stock. The July 2009 Warrants are only exercisable to the extent that, after such exercise, Tang would beneficially own no more than 4.999% of Genta's Common Stock. The September 2009 Warrants are not exercisable until March 4, 2010, and after such date, are only exercisable to the extent that, after such exercise, Tang would beneficially own no more than 4.999% of Genta's Common Stock. Tang Capital Partners shares voting and dispositive power over such shares, notes and warrants with Tang Capital Management and Kevin C. Tang. About Genta Incorporated Berkeley Heights, New Jersey-based Genta Incorporated is a biopharmaceutical company engaged in pharmaceutical (drug) research and development, its sole reportable segment. The Company is dedicated to the identification, development and commercialization of novel drugs for the treatment of cancer and related diseases. As reported by the Troubled Company Reporter on December 7, 2009, Genta has said its recurring losses and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. With no further financing, management projects that the Company will run out of funds in the second quarter of 2010. The Company has said it will require additional cash to maximize its commercial opportunities and continue its clinical development opportunities. If the Company is unable to raise additional funds, it could be required to reduce its spending plans, reduce its workforce, license one or more of its products or technologies that it would otherwise seek to commercialize itself, sell certain assets, cease operations, or declare bankruptcy. At September 30, 2009, the Company had total assets of $18,853,000 against total current liabilities of $12,013,000 and total long- term liabilities of $3,346,000, resulting in stockholders' equity of $3,494,000. GEORGE WASHINGTON SAVINGS: FirstMerit Bank Assumes All Deposits --------------------------------------------------------------- George Washington Savings Bank, Orland Park, Illinois, was closed February 19 by the Illinois Department of Financial Professional Regulation -- Division of Banking, which appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with FirstMerit Bank, National Association, Akron, Ohio, to assume all of the deposits of George Washington Savings Bank. The four branches of George Washington Savings Bank will reopen on Saturday as branches of FirstMerit Bank, N.A. Depositors of George Washington Savings Bank will automatically become depositors of FirstMerit Bank, N.A. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship to retain their deposit insurance coverage. Customers should continue to use their existing branch until they receive notice from FirstMerit Bank, N.A. that it has completed systems changes to allow other FirstMerit Bank, N.A. branches to process their accounts as well. As of December 31, 2009, George Washington Savings Bank had approximately $412.8 million in total assets and $397.0 million in total deposits. FirstMerit Bank, N.A. will pay the FDIC a premium of 0.31 percent to assume all of the deposits of George Washington Savings Bank. In addition to assuming all of the deposits of the failed bank, FirstMerit Bank, N.A. agreed to purchase essentially all of the assets. The FDIC and FirstMerit Bank, N.A. entered into a loss-share transaction on $324.2 million of George Washington Savings Bank's assets. FirstMerit Bank, N.A. will share in the losses on the asset pools covered under the loss-share agreement. The loss- share transaction is projected to maximize returns on the assets covered by keeping them in the private sector. The transaction also is expected to minimize disruptions for loan customers. For more information on loss share, please visit: http://www.fdic.gov/bank/individual/failed/lossshare/index.html Customers who have questions about the transaction can call the FDIC toll-free at 1-800-837-0215. Interested parties also can visit the FDIC's Web site at http://www.fdic.gov/bank/individual/failed/georgewashington.html The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $141.4 million. FirstMerit Bank, N.A.'s acquisition of all the deposits was the "least costly" resolution for the FDIC's DIF compared to all alternatives. George Washington Savings Bank is the 19th FDIC-insured institution to fail in the nation this year, and the second in Illinois. The last FDIC- insured institution closed in the state was Town Community Bank and Trust, Antioch, on January 15, 2010. GEORGINA RIGONAN: Case Summary & 19 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Georgina V. Rigonan 1413 Caspian Way Oxnard, CA 93035 Bankruptcy Case No.: 10-10750 Chapter 11 Petition Date: February 18, 2010 Court: United States Bankruptcy Court Central District of California (Santa Barbara) Debtor's Counsel: David A. St. John, Esq. Law Offices of David A. St. John 309 South A St Oxnard, CA 93030-5804 Tel: (805) 486-8000 Fax: (805) 486-8855 Email: dsj@law-pro.net Estimated Assets: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including a list of its 19 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb10-10750.pdf The petition was signed by Georgina V. Rigonan. GLOBAL CONTAINER: Court Establishes March 12 as Claims Bar Date --------------------------------------------------------------- The Hon. Alan S. Trust of the U.S. Bankruptcy Court for the Eastern District of New York has established March 12, 2010, at 5:00 p.m., Eastern Time, as the deadline for any individual or entity to file proofs of claim against Global Container Lines Ltd., et al. Proofs of claim must be filed with: U.S. Bankruptcy Court Eastern District of New York 290 Federal Plaza P.O. Box 9013 Central Islip, NY 11722-9013 Garden City, New York-based Global Container Lines Limited filed for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr. E.D.N.Y. Case No. 09-78585). C. Nathan Dee, Esq., and Matthew G. Roseman, Esq., at Cullen & Dykman, LLP, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. GLOBAL CONTAINER: Seeks July 10 Extension of Plan Proposal Period ----------------------------------------------------------------- The Hon. Alan S. Trust of the U.S. Bankruptcy Court for the Eastern District of New York will consider at a hearing on March 10, 2010, at 9:30 a.m., Global Container Lines Ltd., et al.'s motion to extend their exclusive periods. The hearing will be held at 290 Federal Plaza, Courtroom 960, Central Islip, New York. Objections, if any, are due on March 5, 2010, at 4:00 p.m. The Debtors asked the Court to extend its exclusive periods to propose a Chapter 11 Plan from March 10, 2010, to July 10, 2010; and to solicit acceptances of that Plan from May 10, 2010, until September 10, 2010. The Debtors need additional time to review and analyze their current business operations and to streamline those operations to result in a more profitable operating entity. Garden City, New York-based Global Container Lines Limited filed for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr. E.D. N.Y. Case No. 09-78585). C. Nathan Dee, Esq., and Matthew G. Roseman, Esq., at Cullen & Dykman, LLP, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. GLOBAL CROSSING: Incurs $141-Mil. Net Loss for 2009 --------------------------------------------------- Global Crossing Ltd. said it incurred a net loss of $141 million for the year ended Dec. 31, 2009, compared with a net loss of $284 million in 2008. At Dec. 31, 2009, the Company said that assets were at $2.49 billion and debts at $2.85 billion, resulting to a $360 million stockholders' deficit. A full-text copy of the Company's earning release is available for free at http://ResearchArchives.com/t/s?5374 Business Highlights Global Crossing completed the year within its annual guidance ranges for Revenue, OIBDA and Free Cash Flow. The company reported Free Cash Flow of $82 million, an increase of $71 million compared to 2008. Global Crossing also reported "invest and grow" revenue of $2.16 billion, an increase of 6 percent compared with 2008 in constant currency terms. The company generated $342 million of OIBDA for 2009, an increase of 31 percent compared with 2008 in constant currency terms. "Global Crossing delivered on its 2009 guidance despite a challenging economic environment," said John Legere, CEO of Global Crossing. "We enter 2010 with a world-class global network and a differentiated set of product capabilities that provide a platform for continued growth and unparalleled customer satisfaction." Full Year Results Global Crossing's consolidated business generated $2.54 billion of revenue in 2009, representing a $63 million decline year over year, including a $138 million unfavorable foreign exchange impact. The company's "invest and grow" services -- namely that part of the business focused on serving global enterprises and carrier customers, excluding wholesale voice -- generated revenue of $2.16 billion in 2009, including a $135 million unfavorable foreign exchange impact. Excluding the foreign exchange impact, "invest and grow" revenue increased $123 million, or 6 percent, year over year. On a segment basis, the company's "rest of world" (ROW), GC Impsat and GCUK segments generated "invest and grow" revenue of $1.23 billion, $492 million, and $460 million, respectively. In constant currency terms, ROW and GC Impsat "invest and grow" revenue increased by 10 percent and 9 percent, respectively, as compared to 2008. GCUK's "invest and grow" revenue decreased 5 percent in constant currency terms as compared to 2008, principally due to the completion of the Camelot contract at the end of 2008. Wholesale voice revenue declined 12 percent, or $50 million, year over year to $374 million. The decline reflects continued focus on managing the wholesale voice business for margin. Substantially all of the wholesale voice revenue is earned in the United States, within the ROW segment. Global Crossing reported gross margin of $770 million or 30.4 percent of consolidated revenue for 2009, an increase of $6 million compared with 2008 including a $46 million unfavorable foreign exchange impact. Gross margin of $764 million in 2008 was 29.4 percent of consolidated revenue. Year-over-year the improvement in gross margin as a percent of consolidated revenue was driven by revenue growth in constant currency terms, improved revenue mix, lower cost of access and lower incentive compensation, partly offset by higher cost of equipment and other sales, real estate expense and payroll costs. Sales, general and administrative (SG&A) expenses were $428 million in 2009, a $63 million decrease from $491 million in 2008, including a $30 million favorable foreign exchange impact. Excluding the impact of foreign exchange, the year-over- year improvement was driven primarily by cost reduction initiatives and, to a lesser degree, lower professional fees and incentive compensation accruals. The company reported $342 million of OIBDA for 2009, a year-over- year improvement of $69 million, including an unfavorable foreign exchange impact of $16 million. Excluding the impact of foreign exchange, OIBDA grew $85 million or 31 percent year over year. On a segment basis, ROW, GC Impsat and GCUK contributed $89 million, $160 million and $93 million of OIBDA, respectively. Global Crossing's consolidated net loss applicable to common shareholders was $145 million for 2009, compared with a loss of $288 million in 2008. The year-over-year improvement was primarily driven by the improvement in OIBDA previously described, favorable foreign exchange impacts reflected in other income, net, and a lower provision for income tax and interest expense. Fourth Quarter Results Global Crossing's consolidated revenue was $651 million in the fourth quarter of 2009, representing a 1 percent increase both sequentially and year over year. The sequential increase included a $4 million favorable foreign exchange impact and the year-over- year increase included a $13 million favorable foreign exchange impact. In constant currency terms, consolidated revenue increased 1 percent sequentially and declined 1 percent year over year. The year-over-year revenue comparison was adversely impacted by the completion of the Camelot contract at the end of 2008 within the GCUK segment. The company's "invest and grow" services generated revenue of $557 million in the fourth quarter. This represents an increase of 1 percent sequentially and 3 percent year over year, including substantially all of the favorable foreign exchange impacts referenced above. In constant currency terms, "invest and grow" revenue was essentially flat sequentially and year-over-year. Sequentially, "invest and grow" revenue was unfavorably impacted by a non-recurring benefit of $4 million in the third quarter within the ROW segment for one customer's buyout of certain long- term obligations under an existing contract. On a segment basis, ROW, GC Impsat and GCUK generated "invest and grow" revenue of $316 million, $131 million, and $123 million, respectively. In constant currency terms, this represented a sequential increase of 1 percent for both ROW and GC Impsat and an increase of 6 percent for GCUK. Year-over-year, in constant currency terms, ROW increased 5 percent and GC Impsat and GCUK declined 2 percent and 5 percent, respectively. The company's wholesale voice business generated revenue of $93 million in the fourth quarter, a 4 percent increase sequentially and a 7 percent decline year over year. Global Crossing reported gross margin for the fourth quarter of $190 million compared with $200 million in the third quarter of 2009 and $212 million in the fourth quarter of 2008. The sequential decrease of $10 million in gross margin was driven by revenue mix, the non-recurring third quarter benefit from one customer's contract buyout, and an increase in accrued incentive compensation. The year-over-year decrease of $22 million in gross margin was primarily driven by a $10 million increase in accrued incentive compensation, as the year-ago period included a net reversal of accrued incentive compensation. In addition, changes in revenue mix resulted in higher cost of equipment and other sales compared with the year-ago period. SG&A expenses were $107 million in the fourth quarter of 2009, compared with $109 million in the third quarter of 2009 and $110 million in the fourth quarter of 2008. Foreign currency unfavorably impacted SG&A by $1 million sequentially and $2 million year over year. Excluding foreign exchange impacts, the sequential decline was due to lower commissions, professional fees and restructuring costs, partly offset by other miscellaneous costs increases. Year-over-year, the decline in SG&A was associated with lower commissions and professional fees, partly offset by a $4 million increase in accrued incentive compensation. Global Crossing reported $83 million of OIBDA in the fourth quarter, compared with $91 million in the third quarter of 2009 and $102 million in the fourth quarter of 2008. The year-over- year decrease included a $14 million increase in accrued incentive compensation, partly offset by a favorable foreign exchange impact of $3 million. On a segment basis, ROW, GC Impsat and GCUK contributed $26 million, $33 million and $24 million, respectively. Global Crossing's consolidated net loss applicable to common shareholders was $38 million for the fourth quarter of 2009. On a sequential basis, net loss decreased $36 million, principally due to a non-recurring $29 million loss on the extinguishment of debt in the prior quarter and a benefit in the provision for income taxes in the current quarter, partly offset by higher interest expense and lower OIBDA described above. On a year-over-year basis, net loss decreased $15 million, principally due to favorable foreign exchange impacts and a benefit in the provision for income taxes, partly offset by higher depreciation and amortization and lower OIBDA described above. Cash and Liquidity As of December 31, 2009, Global Crossing had $477 million of unrestricted cash and cash equivalents, compared with $360 at December 31, 2008 and $429 at September 30, 2009. Including $16 million of restricted cash, Global Crossing had total cash of $493 million at December 31, 2009. For 2009, cash flow from operating activities was $256 million, including $117 million of interest on indebtedness. Global Crossing received $130 million in proceeds from the sale of indefeasible rights of use (IRUs) and prepaid services in 2009. The company reported Free Cash Flow of $82 million for 2009. Uses of cash for the year included $249 million used for capital expenditures and for principal payments on capital leases. Cash flow from operating activities for the fourth quarter was $121 million. Global Crossing received $38 million in proceeds from the sale of IRUs and prepaid services in the fourth quarter. The company reported Free Cash Flow of $72 million. Uses of cash for the quarter included $77 million for capital expenditures and for principal payments on capital leases. About Global Crossing Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC) and its subsidiaries are a global communications service provider, serving many of the world's largest corporations, government entities and many other telecommunications carriers, providing a full range of Internet Protocol and managed data and voice products and services. The Company's network delivers services to nearly 700 cities in more than 60 countries and six continents around the world. The Company operates as an integrated global services provider with operations in North America, Europe, Latin America and a portion of the Asia/Pacific region, providing services that support a migration path to a fully converged IP environment. Global Crossing reported a net loss of US$73 million for the three months ended September 30, 2009, from a net loss of US$72 million for the year ago period. Global Crossing reported a net loss of US$104 million for the nine months ended September 30, 2009, from a net loss of US$232 million for the year ago period. At September 30, 2009, Global Crossing had US$2,463,000,000 in total assets against US$2,796,000,000 in total liabilities, resulting in US$333,000,000 in stockholders' deficit. GRAHAM PACKAGING: Severs Ties with Chief Human Resources Officer ---------------------------------------------------------------- Graham Packaging Holdings Company disclosed in a regulatory filing that the employment of David Nachbar as chief human resources officer has been terminated on Jan. 19, 2010. According to the Company, Mr. Nachbar will be entitled to receive a lump-sum payment equal of $600,000 less applicable tax withholdings and deductions. Any outstanding advances will be deducted from Mr. Nachbar severance payment. Additionally, Mr. Nachbar will be paid for all accrued but unused 2010 vacation and any accrued but unpaid salary as of the Termination Date and the Company will not require him to return all or any portion of the housing allowance that was paid to him to date. About Graham Packaging Headquartered in York, Pennsylvania, Graham Packaging Holdings Company, -- http://www.grahampackaging.com/-- the parent company of Graham Packaging Company, L.P., is engaged in the design, manufacture and sale of customized blow molded plastic containers for the branded food and beverage, household, automotive lubricants and personal care/specialty product categories. As of the end of June 2008, the company operated 83 manufacturing facilities throughout North America, Europe and South America. Graham Packaging's consolidated balance sheets at September 30, 2009, showed $2.067 billion in total assets and $2.937 billion in total liabilities, resulting in a $869.6 million partners' deficit. GREEKTOWN HOLDINGS: Judge Shapero May Close Case in March --------------------------------------------------------- Judge Walter Shapero of the U.S. Bankruptcy Court for the Eastern District of Michigan officially confirmed the Second Amended Joint Plans of Reorganization proposed by (i) certain noteholders, which include Manulife Global Fund U.S. Bond Fund, John Hancock II Strategic Income Fund, and Oppenheimer Strategic Income Fund, and Sola Ltd.; (ii) the Official Committee of Unsecured Creditors; and (ii) Deutsche Bank Trust Company Americas, as indenture trustee, for Greektown Casino Holdings, Inc. and its debtor affiliates on January 22, 2010. In a Notice of Confirmation document also dated January 22, 2010, the Clerk of the Bankruptcy Court further noted that Judge Shapero is set to "find that the [Debtors'] estate[s have] been fully administered and will enter a final decree closing the case in 60 days unless, within that time, an objection is filed." If an objection is filed, it will be set for hearing. If the closing is delayed past the 60-day time period for any reason, the Court holds that the burden will be on the Debtors' counsel to notify the Bankruptcy Clerk when it is appropriate to close the case so that unnecessary U.S. Trustee fees will not accrue. About Greektown Casino Based in Detroit, Michigan, Greektown Holdings, LLC, and its affiliates -- http://www.greektowncasino.com/-- operates world-class casino gaming facilities located in Detroit's historic Greektown district featuring more than 75,000 square feet of casino gaming space with more than 2,400 slot machines, over 70 tables games, a 12,500-square foot salon dedicated to high limit gaming and the largest live poker room in the metropolitan Detroit gaming market. Greektown Casino employs approximately 1,971 employees, and estimates that it attracts over 15,800 patrons each day, many of whom make regular visits to its casino complex and related properties. In 2007, Greektown Casino achieved a 25.6% market share of the metropolitan Detroit gaming market. Greektown Casino has also been rated as the "Best Casino in Michigan" and "Best Casino in Detroit" numerous times in annual readers' polls in Detroit's two largest newspapers. The Company and seven of its affiliates filed for Chapter 11 protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-53104). Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the Debtors in their restructuring efforts. Judy B. Calton, Esq., at Honigman Miller Schwartz and Cohn LLP, represents the Debtors as their special counsel. The Debtors chose Conway MacKenzie & Dunleavy as their financial advisor, and Kurtzman Carson Consultants LLC as claims, noticing, and balloting agent. Clark Hill PLC serves as counsel to the Official Committee of Unsecured Creditors. Greektown Holdings listed assets and debts of $100 million to $500 million in its bankruptcy petition. Bankruptcy Creditors' Service, Inc., publishes Greektown Casino Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Greektown Casino and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GREEKTOWN HOLDINGS: To Pay $16-Mil. to Detroit as Part of Deal -------------------------------------------------------------- Greektown Holdings Inc. and its units, the noteholders who were proponents to their court-confirmed Plan, the Official Committee of Unsecured Creditors, and the City of Detroit ask Judge Shapero to authorize them to enter into an amended settlement agreement they reached among themselves, which provides a resolution of all the outstanding disputes between the Debtors and the City, including disputes relating to (i) the Debtors' Development Agreement with the City and the assumption of that Agreement, (ii) a certain Tax Rollback, and (iii) the City's reservation of rights in the Court's order confirming the Noteholder Proponents' Chapter 11 Plan for the Debtors. The Tax Rollback refers a rollback of the wagering tax pursuant to the Michigan Gaming Control and Revenue Act and other applicable law, effective as of February 15, 2009. The Rollback may be granted by the Michigan Gaming Control Board. The Debtors, Merrill Lynch Capital Corporation, as administrative agent for the prepetition lenders and the DIP lenders, and the City of Detroit previously asked Judge Shapero to approve a settlement agreement that aims to resolve issues among them in November 2009. The Original Settlement, however, was not supported by the Creditors Committee; Deutsche Bank Trust Company Americas, as indenture trustee for senior notes due 2013 issued by Greektown Holdings and Greektown Holdings II; and MFC Global Investment Management (U.S.) LLC. In addition, the Original Settlement was rejected by the Detroit City Council. The Parties assert that the Amended Settlement is fair and reasonable; is in the best interests of the Debtors, their estates, and creditors; and should be approved by the Court in its entirety. Representing the Noteholder Plan Proponents, Allan S. Brilliant, Esq., at Dechert LLP, in New York, avers that the terms of the Amended Settlement are substantially similar to those under the Original Settlement Agreement, except for certain modifications which make the Settlement more favorable to the Debtors and certain modifications to the amounts owed to the City. He tells the Court that after the entry of the Noteholder Plan Confirmation Order, the Noteholder Plan Proponents engaged in arm's-length negotiations with the City, which ultimately culminated in the execution of the Amended Settlement. Moreover, the City Council voted to accept the Settlement on February 4, 2010. The salient terms of the Amended Settlement are: -- The Amended Settlement is conditioned on obtaining Court approval for the pact on or before February 22, 2010 and consummation of the Noteholder Plan. In the event the Noteholder Plan is not consummated or the Court does not approve the Amended Settlement, it will be deemed null and void. -- As consideration for the release and settlement of all disputed matters among the parties, the Debtors agree to pay to the City $16,629,000, subject to certain provisions and payable in this manner: * A $3,500,000 initial cash payment to be paid within two business days of the entry of the order approving the Amended Settlement; * A credit, to be applied at the time of the Final Cash Payment to reduce the Settlement Payment, in an amount equal to $3,529,000, which represents the difference between (i) the amount of gaming taxes paid by the Debtors to the City between February 15, 2009 and February 15, 2010, and (ii) the amount that would have been paid by the Debtors between February 15, 2009 and February 15, 2010 had the Tax Rollback been effective as of February 15, 2009; and * A final cash payment of $9,600,000, which represents the Settlement Payment, less the sum of (i) the amount of the Initial Cash Payment, and (ii) the amount of the Tax Rollback Credit. The Final Cash payment will be paid within two business days on the earlier of (i) the effective date of the Noteholder Plan, and (ii) certain conditions set forth in the Settlement having been met. -- These parties also agree to perform these actions: * The City will make no further demand to seek a 1% tax Increase. On the date of the Final Cash Payment, the City will acknowledge and agree that the Tax Increase is neither applicable nor payable. * The City will dismiss the Adversary Proceeding it initiated against the Debtors relating to the Development Agreement and the related Appeal with prejudice, and will waive any and all claims of default under the Development Agreement. * The City will not take any actions inconsistent with, and will use its best efforts to support and cooperate publicly and actively with the Debtors' efforts to obtain the Tax Rollback. * To the extent any consent is required under any applicable law, contract, or otherwise, the City will consent to the transfer of the ownership of the Casino and the Development Agreement, whichever is in effect, to the Reorganized Debtors on the terms and in accordance with the Noteholder Plan. * The City will issue all appropriate certificates of occupancy, permits, zoning approval or variance or other similar regulatory approvals as contemplated by or required under the Development Agreement, including, but not limited to, approvals for the revised site plan based on drawings dated July 27, 2009, that were previously submitted to the City showing the Event Center as white box space, a revised building permit and a final certificate of occupancy based on the revised building permit. * In the event the Reorganized Debtors offer to sell shares to the public in an underwritten public offering within three years of the Plan Effective Date, to the extent permitted by any rules and regulations regulating the Reorganized Debtors or the underwriters of the offering, the Reorganized Debtors will recommend to the underwriters of the offering to allow City of Detroit residents to participate in a "directed share program," limited to 5% of the total offering and will consider, in their sole discretion, whether to ask that the underwriters, as to the 5% portion of the "directed share program," offer the directed shares to the directed share recipients at the discount price at which the underwriter purchases the shares. -- The Amended Settlement provides the parties with a limited mutual release from all claims relating to any disputed matter or dispute proceeding. Mr. Brilliant summarizes the provisions that represent the significant differences between the Amended Settlement and the Original Settlement Agreement: (a) The Economic Development Corporation of the City of Detroit is not a party to the Amended Settlement and the provisions in the Original Settlement Agreement that inure to its benefit or require EDC's consent are stricken. (b) The Parties agree on the composition and members of the Reorganized Debtors board of directors and its management Company. They further agree that either: (i) at least one Board member will be from Detroit and be reasonably acceptable to the Mayor and City Council; or (ii) an unpaid ombudsman would be appointed to be selected by the Mayor and approved by the City Council and who is reasonably acceptable to the Reorganized Debtors. (c) The Reorganized Debtors secured debt ceiling increased from $350,000,000 to $450,000,000. (d) The Settlement no longer contains a requirement that Greektown Casino, the City and the EDC enter into a Revised Development Agreement, which, in the Original Settlement Agreement, was to amend and supersede in all respects the Development Agreement. (e) Payment of all development costs, as defined in the Development Agreement, incurred by the City from Jan. 1, 2010, through and including the Effective Date of the Noteholder Plan. At the Parties' request, the Court will convene an expedited hearing on the Motion on February 22, 2010. at 11:00 a.m. Objections are due no later than 24 hours before the hearing. About Greektown Casino Based in Detroit, Michigan, Greektown Holdings, LLC, and its affiliates -- http://www.greektowncasino.com/-- operates world-class casino gaming facilities located in Detroit's historic Greektown district featuring more than 75,000 square feet of casino gaming space with more than 2,400 slot machines, over 70 tables games, a 12,500-square foot salon dedicated to high limit gaming and the largest live poker room in the metropolitan Detroit gaming market. Greektown Casino employs approximately 1,971 employees, and estimates that it attracts over 15,800 patrons each day, many of whom make regular visits to its casino complex and related properties. In 2007, Greektown Casino achieved a 25.6% market share of the metropolitan Detroit gaming market. Greektown Casino has also been rated as the "Best Casino in Michigan" and "Best Casino in Detroit" numerous times in annual readers' polls in Detroit's two largest newspapers. The Company and seven of its affiliates filed for Chapter 11 protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-53104). Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the Debtors in their restructuring efforts. Judy B. Calton, Esq., at Honigman Miller Schwartz and Cohn LLP, represents the Debtors as their special counsel. The Debtors chose Conway MacKenzie & Dunleavy as their financial advisor, and Kurtzman Carson Consultants LLC as claims, noticing, and balloting agent. Clark Hill PLC serves as counsel to the Official Committee of Unsecured Creditors. Greektown Holdings listed assets and debts of $100 million to $500 million in its bankruptcy petition. Bankruptcy Creditors' Service, Inc., publishes Greektown Casino Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Greektown Casino and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GREEKTOWN HOLDINGS: Wells Fargo Takes Over as Prepetition Agent --------------------------------------------------------------- Greektown Holdings Inc. and its units sought and obtained the Court's authority to enter into a second amendment of their prepetition credit agreement dated December 2005 in connection with the assumption by Wells Fargo Bank, National Association, of the role of administrative agent. The Prepetition Credit Agreement was entered into by Greektown Holdings, L.L.C. and Greektown Holdings II, Inc., as borrowers; various financial institutions, as lenders; Keybank National Association, as existing issuer; National City Bank of the Midwest, as replacement issuer; Merrill Lynch, Pierce, Fenner and Smith Incorporated, as sole lead arranger, sole book runner and syndication agent, as administrative agent; and Wachovia Securities, National City Bank of the Midwest, Wells Fargo Bank, National Association and Fifth Third Bank, as co-documentation agents on December 5, 2005. The Credit Agreement has been initially amended on April 13, 2007. Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield Hills, Michigan, tells the Court that on January 4, 2010, the Debtors and the Prepetition Lenders agreed to modify certain provisions of the Prepetition Credit Agreement related to the Prepetition Agent's resignation rights and obligations to induce Wells Fargo to assume the role of Administrative Agent. Wells Fargo is expected to officially assume the role of Prepetition Agent on or about January 29, 2010, pursuant to a certain "side letter." The Amended Prepetition Credit Agreement provides that Wells Fargo may resign as Administrative Agent at any time upon at least 30 days' prior written notice to the Debtor Borrowers and the Lenders and that resignation will become effective on the 30th day after the date of the notice. On the Resignation Effective Date, Wells Fargo, in its capacity as Administrative Agent will be discharged from all its duties and obligations under the Loan Documents. A full-text copy of the Side Letter is available for free at: http://bankrupt.com/misc/GrktnSideLttr.pdf A full-text copy of the Second Amended Prepetition Credit Agreement is available for free at: http://bankrupt.com/misc/GrktnAmPreCredAgrmt.pdf The Debtors have strong business reasons to enter into the Second Amendment because it facilitates the transfer of the prepetition lender agency, which has arisen in connection with the refinancing of the Debtors' DIP indebtedness, Mr. Weiner contends. He explains that the refinancing of the DIP indebtedness has not only lowered the Debtors debt service obligations, but has also facilitated the confirmation of a plan of reorganization that will fully repay secured creditors in full and pay other unsecured creditors significant distributions in cash and equity. * * * Merrill Lynch Capital Corporation, the former administrative agent, notified parties-in-interest of its resignation. About Greektown Casino Based in Detroit, Michigan, Greektown Holdings, LLC, and its affiliates -- http://www.greektowncasino.com/-- operates world-class casino gaming facilities located in Detroit's historic Greektown district featuring more than 75,000 square feet of casino gaming space with more than 2,400 slot machines, over 70 tables games, a 12,500-square foot salon dedicated to high limit gaming and the largest live poker room in the metropolitan Detroit gaming market. Greektown Casino employs approximately 1,971 employees, and estimates that it attracts over 15,800 patrons each day, many of whom make regular visits to its casino complex and related properties. In 2007, Greektown Casino achieved a 25.6% market share of the metropolitan Detroit gaming market. Greektown Casino has also been rated as the "Best Casino in Michigan" and "Best Casino in Detroit" numerous times in annual readers' polls in Detroit's two largest newspapers. The Company and seven of its affiliates filed for Chapter 11 protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-53104). Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the Debtors in their restructuring efforts. Judy B. Calton, Esq., at Honigman Miller Schwartz and Cohn LLP, represents the Debtors as their special counsel. The Debtors chose Conway MacKenzie & Dunleavy as their financial advisor, and Kurtzman Carson Consultants LLC as claims, noticing, and balloting agent. Clark Hill PLC serves as counsel to the Official Committee of Unsecured Creditors. Greektown Holdings listed assets and debts of $100 million to $500 million in its bankruptcy petition. Bankruptcy Creditors' Service, Inc., publishes Greektown Casino Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Greektown Casino and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GREEN EARTH: Posts $3.36-Mil. Net Loss in Q2 Ended Dec. 31 ---------------------------------------------------------- Green Earth Technologies, Inc., reported a net loss of $3,363,000 on net sales of $440,000 for the three months ended December 31, 2009, compared to a net loss of $2,613,000 on net sales of $336,000 for the same period of 2008. On December 4, 2009, the Company received a notice from Bio Tec, one of the Company's suppliers of performance products, that it was terminating its agreement with the Company. As a result, the Company recorded charges of approximately $1,303,000. The Company recorded an impairment loss of $610,000 related to Bio Tec exclusivity rights, recorded a charge of $286,000 for fixed assets at the Bio Tec facility, reserved $353,000 for inventory and expensed other Bio Tec related charges totaling $54,000. Six Months Results The Company reported a net loss of $6,073,000 on net sales of $866,000 for the six months ended December 31, 2009, compared to a net loss of $5,898,000 on net sales of $956,000 for the same period of the prior year. Balance Sheet At December 31, 2009, the Company's consolidated balance sheets showed total assets of $5,333,000, total liabilities of $3,432,000, and total stockholders' equity of $1,901,000. The Company's consolidated balance sheets at December 31, 2009, also showed strained liquidity with $3,403,000 in total current assets available to pay $3,432,000 in total current liabilities. A full-text copy of the Company's quarterly report is available for free at http://researcharchives.com/t/s?53b6 Going Concern Doubt "Due to the Company's limited amount of additional committed capital, recurring losses, negative cash flows from operations and its negative working capital, there is substantial doubt about its ability to continue as a going concern." The Company had a net loss of $6,073,000 and net cash used in operations of $3,464,000 for the six months ended December 31, 2009, and has a working capital deficit of $29,000 and stockholders' equity of $1,901,000. The Company has relied upon cash from its financing activities to fund its ongoing operations as it has not been able to generate sufficient cash from its operating activities in the past and there is no assurance that it will be able to do so in the future. About Green Earth Based in Stamford, Connecticut, Green Earth Technologies, Inc., markets, sells and distributes an array of branded, environmentally-friendly, bio-based automotive and outdoor power equipment performance and appearance products. These products are produced for the Company under long-term supply and requirements contracts with three domestic manufacturers. HARRAH'S ENTERTAINMENT: HOC Bank Debt Trades at Less Than 1% Off ---------------------------------------------------------------- Participations in a syndicated loan under which Harrah's Operating Company, Inc., is a borrower traded in the secondary market at 99.22 cents-on-the-dollar during the week ended Friday, Feb. 19, 2010, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.14 percentage points from the previous week, The Journal relates. The Company pays 750 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 23, 2016, and carries Moody's Caa1 rating and Standard & Poor's B- rating. The debt is one of the biggest gainers and losers among 187 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Las Vegas, Nevada-based Harrah's Entertainment, Inc. -- http://www.harrahs.com/-- through its wholly owned subsidiary, Harrah's Operating Company, Inc., operates nearly 40 casinos across the United States, primarily under the Harrah's(R), Caesars(R) and Horseshoe(R) brand names; Harrah's also owns the London Clubs International family of casinos and the World Series of Poker(R). Private equity firms Apollo Global Management and TPG Capital LP acquired Harrah's in January for $31 billion. As of June 30, 2009, the Company had $30.7 billion in total assets and total current liabilities of $1.71 billion, long-term debt of $19.3 billion, deferred credits and other of $718.2 million, deferred income taxes of $5.74 billion, and preferred stock of $2.46 billion. Harrah's Entertainment carries a 'Caa3' Corporate Family rating, and a 'Caa3' Probability of default rating from Moody's. The ratings "reflect very high leverage and a negative outlook for gaming demand over the next year," Moody's said in September 2009. HEALTHSPRING INC: Moody's Assigns 'Ba3' Senior Secured Debt Rating ------------------------------------------------------------------ Moody's Investors Service has assigned a Ba3 senior secured debt rating to HealthSpring, Inc.'s new $350 million secured credit facility. The credit facility consists of a $175 million five year term loan and a four year $175 million revolver. The proceeds from the new agreement were used to repay the outstanding indebtedness under the company's existing credit facility. In connection with this transaction, the Ba3 rating on HealthSpring's prior facility (due to mature in October 2012) has been withdrawn. The outlook on the rating remains stable. Moody's said that the Ba3 senior debt rating reflects HealthSpring's consistently strong profit margins, growing regulatory capital level, and moderate financial leverage. The rating agency noted that HealthSpring's financial leverage would be modestly reduced as a result of the debt reduction from this transaction. However, the rating agency noted these positive benefits are offset somewhat by HealthSpring's business profile, which is characterized by a small membership base, which subjects the company to greater earnings volatility, and its concentration in the Medicare Advantage segment. A major concern with MA business has been the threat of additional reductions in government reimbursement levels and product offerings. This rating was assigned with a stable outlook: * HealthSpring, Inc. -- senior secured debt rating at Ba3. HealthSpring, Inc. is headquartered in Nashville, Tennessee. For full year 2009 total revenue was $ 2.7 billion with Medicare Advantage membership (excluding Part D stand alone) of approximately 189,200. As of December 31, 2009 the company reported shareholders' equity of $929 million. Moody's most recent rating action on HealthSpring was on July 30, 2009, when the ratings were affirmed (senior secured debt at Ba3). Moody's insurance financial strength ratings are opinions about the ability of insurance companies to punctually pay senior policyholder claims and obligations. Moody's corporate family rating is an opinion of a corporate family's ability to honor all of its financial obligations and is assigned to a corporate family as if it had a single class of debt and a single consolidated legal entity structure. HIGHWAY 3 INVESTORS: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Highway 3 Investors, LLC 227 W. Trade St., Ste. 800 Charlotte, NC 28202 Bankruptcy Case No.: 10-30399 Chapter 11 Petition Date: February 18, 2010 Court: United States Bankruptcy Court Western District of North Carolina (Charlotte) Judge: George R. Hodges Debtor's Counsel: Joseph W. Grier, III, Esq. Grier, Furr & Crisp, P.A. 101 N. Tryon Street, Suite 1240 One Independence Center Charlotte, NC 28246 Tel: (704) 332-0201 Fax: (704) 332-0215 Email: jgrier@grierlaw.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 $1,854,226, and total debts of $1,644,215. The Company says it does not have unsecured creditors who are non insiders when they filed their petition. The petition was signed by Stephen H. Mauldin Sr. HILTON WORLDWIDE: Finalizing Deal to Restructure $20 Billion Debt ----------------------------------------------------------------- The Wall Street Journal's Peter Lattman and Dow Jones Newswires' Lingling Wei, citing two people familiar with the negotiations, report that Hilton Worldwide and Blackstone Group are finalizing a deal that would cut Hilton's $20 billion debt load by about $4 billion. The sources said Blackstone's funds will contribute $800 million of new equity, which will be used to buy back debt at a discount; and lenders will extend the maturity of some debt issues. The report also relates that according to several people involved, talks with Hilton's lenders have been contentious and dragged on for at least four months. The report notes roughly $4 billion of Hilton debt is held by the Federal Reserve, through a fund called Maiden Lane, which acquired the position from Bear Stearns Cos. when it brokered the collapsed investment bank's sale to J.P. Morgan Chase & Co. "The restructuring will help shore up Hilton's finances as it struggles through a downturn in the hotel industry. For months, some analysts have said there was a risk that Hilton might not be able to generate enough cash to stay current on its $20 billion of debt. Without a restructuring, Blackstone could have been forced to sell Hilton assets to cover its roughly $900 million in interest payments, according to the analysts," according to the report. The report recalls Blackstone agreed to pay $26 billion for Hilton in July 2007. The firm's funds and co-investors put up $5.6 billion in equity in the deal and borrowed $20 billion in debt from a group of seven banks. The banks sold some of the debt to investors but ended up keeping much of it on their books after debt markets closed later that summer. The report says Blackstone has written down the value of its equity investment by about two-thirds, according to people familiar with the firm. Mr. Lattman and Ms. Wei als report that federal prosecutors in Manhattan on Friday acknowledged for the first time in a court filing that Hilton is under criminal investigation related to the alleged theft of confidential documents from rival Starwood Hotels & Resorts. The report says a Hilton spokeswoman said it continues to cooperate with the government's investigation. About Hilton Worldwide Hilton Worldwide -- http://www.hiltonworldwide.com/-- operates more than 3,400 hotels in 79 countries. Its portfolio of hotel brands includes the Waldorf Astoria, Conrad, Hilton, Doubletree, Embassy Suites, Hilton Garden Inn, Hampton Inn & Suites, Homewood Suites by Hilton, Home2 Suites by Hilton and Hilton Grand Vacations. HOMELAND SECURITY: Could Not File Form 10-Q on Timely Basis ----------------------------------------------------------- Homeland Security Capital Corporation said that it could not file its Form 10-Q for the period ended Dec. 31, 2009, with the Securities and Exchange Commission because it was unable to complete the required financial statements on a timely basis. About Homeland Security Homeland Security Capital Corporation is an international provider of specialized technology-based radiological, nuclear, environmental disaster relief and electronic security solutions to government and commercial customers. Homeland Security Capital Corporation reported a net loss of $745,849 for the fiscal first quarter ended September 30, 2009, from a net loss of $1,941,090 for the year ago period. At September 30, 2009, the Company had total assets of $33,645,850 against total liabilities of $36,917,640, resulting in $3,441,558 in stockholders' deficit. HSBC BANK: Fitch Affirms Individual Rating at 'C/D' --------------------------------------------------- Fitch Ratings has affirmed HSBC Bank Panama's ratings: -- Foreign Currency Long-Term Issuer Default Rating at 'BBB+'; -- Foreign Currency Short-Term IDR at 'F2'; -- Individual Rating at 'C/D'; -- Support Rating at '2'. The Rating Outlook is Positive. At the same time, Fitch also affirmed HBPA's national scale ratings: -- Long-Term National Rating at 'AAA(Pan)'; Outlook Stable; -- Short-Term National Rating at 'F1+(Pan)'; -- Senior Unsecured Debt at 'AAA(Pan)'. HBPA's IDRs reflect the support it would receive from its parent, HSBC (rated 'AA' by Fitch), should it be required; the IDRs are constrained by Panama's country ceiling. The Individual Rating reflects its strong franchise, market share, and improving efficiency as well as its deteriorating asset quality, lower reserve coverage, relatively lower capital and tough competitive environment. Fitch believes that, considering HBPA's size, importance and key role in HSBC's regional strategy, support from its parent should be forthcoming, if needed. HBPA's IDRs could be upgraded if Panama's country ceiling is upgraded; the IDRs would move in line with the country ceiling. Downside risk for the IDRs is limited in the short term given Panama's positive economic prospects, but the Individual Rating could be pressured if HBPA's performance declines, asset quality deteriorates significantly, reserve coverage weakens or capital ratios deteriorate. HBPA's performance through August 2009 was driven by a cautious strategy that curbed loan growth and maintained a large liquidity cushion at a relatively high cost. Operating costs were well under control benefiting from the end of the integration process while loan loss provisions increased as the bank felt the impact of the global crisis on asset quality. Net income decreased compared to 2008 and profitability declined to an ROAE of 13.2% and an ROAA of about 1.1% at August 2009. Loans grew thanks to a large one-time transaction that offset declines in all segments, while deposits increased -- reversing its recent trend -- and remain widely diversified. Asset quality deteriorated in part due to an improvement in MIS systems that closed reporting gaps in the subsidiaries of Primer Banco del Istmo. Reserve coverage weakened to about 60%. Tangible equity measures have been stable over the past several years, however, the bank resumed paying ordinary dividends in the third quarter of 2009. HBPA is 100% owned by HSBC; its operations are highly integrated within HSBC's regional franchise where it is considered a key subsidiary. A universal bank active in consumer, commercial and corporate lending, HBPA held about 20% of the system's assets at August 2009; it merged with PBI in May 2009 to create Panama's largest bank and a major regional player. HUTCH PROPERTIES: Case Summary & 1 Largest Unsecured Creditor ------------------------------------------------------------- Debtor: Hutch Properties, LLC 4603 Hillsborough Rd., Suite H Durham, NC 27705 Bankruptcy Case No.: 10-80278 Chapter 11 Petition Date: February 18, 2010 Court: United States Bankruptcy Court Middle District of North Carolina (Durham) Judge: Bankruptcy Judge Catharine R. Carruthers Debtor's Counsel: Joseph M. Wilson, Jr., Esq. Suite 300, 2525 Meridian Park Durham, NC 27713 Tel: (919) 688-7393 Email: jwilson@carotennlaw.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 $1,419,390 and total debts of $1,100,715. The Debtor identified County of Durham (Office of the Tax Administrator) with a debt claim for $17,715 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/ncmb10-80278.pdf The petition was signed by Stanley Hutchins, owner of the Company. INN OF THE MOUNTAIN: Posts $3.0-Mil. Loss in Qtr. Ended Dec. 31 --------------------------------------------------------------- Inn of the Mountain Gods Resort and Casino reported a net loss of $3.0 million on net revenue of $25.4 million for the three months ended December 31, 2009, compared to a net loss of $844,991 on net revenue of $26.2 million for the same period of 2008. Income from operations decreased $933,827, or 16%, to $4.8 million for the three months ended December 31, 2009 from $5.7 million for the three months ended December 31, 2008, due to an insurance recovery of $3.6 million in 2008. Other non-operating expenses were $7.7 million for the three months ended December 31, 2009, and $6.5 million for the three months ended December 31, 2008. Other income (expenses) is comprised primarily of interest income and interest expense along with other expenses. Balance Sheet At December 31, 2009, the Company's consolidated balance sheets showed $199.1 million in total assets and $239.4 millin in total liabilities, resulting in a $40.3 million deficit. The Company's consolidated balance sheets at December 31, 2009, also showed strained liquidity with $10.0 million in total current assets available to pay $239.1 million in total current liabilities. A full-text copy of the Company's quarterly report is available for free at http://researcharchives.com/t/s?53a3 Going Concern Doubt The Company has incurred significant losses and did not generate sufficient cash to make the May 15, 2009, and November 15, 2009, interest payments on its 12% senior Notes due 2010. This non- payment of interest constitutes an event of default under the Indenture governing the Notes. The Company is currently in discussions with certain of its debtholders regarding these issues. As of December 31, 2009, the Company had negative working capital of approximately $229.0 million and a capital deficit of approximately $40.3 million. "The event of default, along with the Company's history of recurring losses, negative working capital and limited access to capital, has raised substantial doubt regarding the Company's ability to continue as a going concern." Historically, IMG Resort and Casino has not generated sufficient cash flow from operations to satisfy its capital requirements and relied upon debt financing arrangements to satisfy such requirements. The current cash flows and capital resources may force IMG Resort and Casino to reduce or delay activities and capital expenditures if IMG Resort and Casino is unable to refinance its debt. In the event that IMG Resort and Casino is unable to refinance or restructure its debt, IMG Resort and Casino will be left without sufficient liquidity and IMG Resort and Casino will not be able to meet the debt service requirements and repayment obligations. About IMG Resort and Casino Headquartered in Mescalero, New Mexico, Inn of the Mountain Gods Resort and Casino and subsidiaries ("IMG Resort and Casino") is an unincorporated business enterprise of the Mescalero Apache Tribe. The Company was established April 30, 2003, and manages and owns all resort, hotel and gaming enterprises of the Tribe including the Inn of the Mountain Gods Resort and Casino (the "Resort"), a gaming, hotel and resort complex opened on March 15, 2005, and its wholly-owned subsidiaries. The Resort, which opened for commercial business on March 15, 2005, is located on tribal land in Mescalero, New Mexico. INTELSAT JACKSON: Bank Debt Trades at 9% Off in Secondary Market ---------------------------------------------------------------- Participations in a syndicated loan under which Intelsat Jackson Holdings Ltd. is a borrower traded in the secondary market at 90.50 cents-on-the-dollar during the week ended Friday, Feb. 19, 2010, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.20 percentage points from the previous week, The Journal relates. The Company pays 300 basis points above LIBOR to borrow under the facility. The bank loan matures on Feb. 5, 2014, and carries Moody's B3 rating and Standard & Poor's B+ rating. The debt is one of the biggest gainers and losers among 187 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Intelsat Jackson Holdings is an indirect subsidiary of Intelsat Ltd. Headquartered in Penbroke, Bermuda, Intelsat is the largest fixed satellite service operator in the world and is privately held by financial investors. As reported by the Troubled Company Reporter on Oct. 16, 2009, Standard & Poor's assigned its 'B+' issue-level and '2' recovery ratings to Intelsat Jackson Holdings Ltd.'s proposed $500 million senior notes due 2019. The '2' recovery rating indicates expectations for substantial (70%-90%) recovery in the event of a payment default. The proposed notes are also guaranteed by Intelsat Subsidiary Holding Co. Ltd. Issue proceeds will be used to purchase and retire about $400 million of the 11.5%/12.5% senior paid-in-kind election notes due 2017 that reside at Intelsat Bermuda Ltd. ($2.4 billion outstanding as of June 30, 2009) and for general corporate purposes. Ratings are based on preliminary documentation and are subject to review of final documents. In addition, S&P lowered the issue-level ratings on Intelsat Sub Holdco's unsecured debt to 'B+' from 'BB-'. This rating action also applies to the debt at Intelsat Jackson Holdings that is guaranteed by Sub Holdco. The downgrade of about $3.7 billion in debt is due to the increased debt that is guaranteed by Intelsat Sub Holdco. S&P revised the recovery rating on these notes to '2' from '1'. Also, S&P affirmed the 'B' corporate credit rating on parent Intelsat Ltd. The outlook is stable. The TCR reported on Oct. 16, 2009, that Moody's assigned a B3 rating to Intelsat Jackson Holdings, Ltd.'s new $500 million 10- year note issue. The new notes are guaranteed by Intelsat Jackson's indirect, wholly owned subsidiary, Intelsat Subsidiary Holding Company, Ltd. and, as they rank equally with existing B3- rated senior notes issued by Intelsat SubHoldCo (and with senior notes at Intelsat SubHoldCo's sister company, Intelsat Corporation), they are rated at the same B3 level. INTERGRAPH CORP: Moody's Cuts Corp. Family Rating to 'B2' --------------------------------------------------------- Moody's Investors Service downgraded Intergraph Corporation's corporate family rating to B2 from B1, assigned a B1 rating to a new incremental $300 million first lien term loan, and downgraded the existing revolving credit facility and first lien term loan ratings to B1 from Ba3 and second lien term loan rating to Caa1 from B3. The outlook on the ratings is stable. The rating downgrades reflect Intergraph's increased debt leverage from incremental debt issuance as it pursues an aggressive dividend payout. The proceeds from the proposed $300 million incremental debt issuance, along with approximately $50 million of cash from the balance sheet, will be used to pay approximately $350 million in dividends to Intergraph's shareholders. This action will increase debt leverage by 1.6x, to approximately 5.2x (including CMB notes and PIK term loan). Moody's notes that the proposed dividend payout is in addition to the $142 million dividend payout the company made in September 2009. In addition to the shareholder-friendly financial policy, Intergraph's B2 corporate family rating reflects the company's high pro forma leverage, its modest pro forma interest coverage, and a market landscape that is highly competitive and features some formidable, large-scale and better-capitalized companies. That said, strong cash flow generation and a large recurring revenue base from multi-year contracts, the FY2009 record of improving EBITDA despite decline in revenues and gross profits, a customer retention rate in excess of 90%, as well as a large backlog, all support the rating. These ratings have been downgraded: -- Corporate family rating to B2 from B1 -- Probability of default rating to B2 from B1 -- $75 million Senior Secured Revolving Credit Facility to B1, LGD3, 39% from Ba3, LGD3, 33% -- $352 million Senior Secured First Lien Term Loan to B1, LGD3, 39% from Ba3, LGD3, 33% -- $200 million Senior Secured Second Lien Term Loan to Caa1, LGD6, 90% from B3, LGD5, 86% This rating was assigned -- New incremental $300 million Senior Secured First Lien Term Loan - B1, LGD3, 39% The new instrument rating is subject to closing of the transaction and Moody's final review of the executed documents. The rating outlook is stable. The most recent rating action was on September 18, 2009, when Moody's changed the CFR to B1 from B2. Intergraph is a leading provider of spatial information management software and systems with FY2009 revenues of $770 million. Headquartered in Huntsville, Alabama, Intergraph was acquired by a consortium of private equity buyers for $1.3 billion in 2006. INTERGRAPH CORP: S&P Rates Incremental Term Loan at 'BB-' --------------------------------------------------------- S&P rates Intergraph Corp.'s incremental term loan at 'BB-' (Recovery: 2) and its second-lien term loan rating to 'B-'. U.S. computer graphics software provider Intergraph plans to borrow a $300 million incremental term loan and use proceeds to finance a shareholder dividend (and related expenses). S&P is assigning the loan an issue-level rating of 'BB-' with a recovery rating of '2'. S&P is lowering its issue-level rating on the company's second- lien credit facility to 'BB-'. The stable outlook for S&P's 'B+' corporate credit rating on Intergraph reflects the company's solid recurring revenue base and fairly predictable free operating cash flow. INTERNATIONAL LEASE: Fitch Cuts Issuer Default Rating to 'BB' ------------------------------------------------------------- Fitch Ratings has downgraded International Lease Finance Corp.'s Issuer Default Rating to 'BB' from 'BBB'. ILFC's ratings remain on Rating Watch Negative where they were originally placed on Sept. 25, 2009. Approximately $18 billion of debt is affected by these actions. Fitch believes that continued alignment of ILFC's ratings with AIG's ratings is no longer warranted due to several factors. ILFC is no longer viewed as a core part of AIG's overall franchise, and the prospect of a near-term sale of ILFC has become more unlikely. In the past, the alignment of ILFC's ratings with AIG's reflected ILFC's significant dependence on the underlying explicit and implicit support provided to the AIG organization by the Federal Reserve Bank of New York (FRBNY) until AIG could divest ILFC through a near-term sale to a buyer with the financial wherewithal to lend support to ILFC and preserve its investment-grade capital structure. The downgrade primarily reflects Fitch's belief that AIG's long- term willingness to extend support to ILFC may be more limited than previously assumed. It also reflects the agency's concern that ILFC's efforts to restructure its capital structure and generate liquidity extend beyond the dates at which AIG has indicated that it will provide financial support. Further, Fitch is increasingly concerned that even if the restructuring is completed as envisioned by ILFC and AIG, the resulting capital structure and business profile may be insufficient to support investment grade ratings. ILFC's current ratings continue to benefit from AIG's underlying intention to provide support to ILFC through November 2010 to the extent that ILFC's efforts to procure secured third-party debt financing, aircraft sales, and other sources of funds are insufficient to meet existing commitments. Thus, Fitch is assuming that sufficient support will be provided to ensure all maturing debt obligations through November 2010 are satisfied. Fitch also believes that in the near to mid term, AIG will likely continue to take reasonable steps to maximize the value of its investment in ILFC. Such steps would include extending support of ILFC beyond November 2010 to the extent ILFC is unable to meet existing commitments. Further, Fitch's analysis of ILFC's aircraft portfolio indicates that the company has significant economic value above its debt levels under most scenarios. However, if ILFC is unable to generate sufficient liquidity via assets sales and third-party secured financing and is further required to draw on support from its parent, Fitch believes ILFC's business is at a greater risk of transitioning into a portfolio liquidation scenario in order to preserve liquidity and minimize future funding requirements. Absent continued support from AIG, ILFC's ratings would likely fall into the highly speculative rating category. Resolution of the Rating Watch will primarily reflect ILFC's ability to resolve substantial near-term funding pressure by generating sufficient liquidity through aircraft sales, extension or amendment of the current bank facilities and procurement of third party secured debt financing to satisfy near-term funding obligations and minimize the likelihood for further support from AIG. Furthermore, although unencumbered collateral, primarily aircraft, remains adequate to support repayment of unsecured debt, Fitch remains concerned that further encumbrance of the aircraft portfolio, either via indirect government support or third-party secured financing, may effectively result in subordination of existing unsecured bondholders. This would likely result in downward notching of the senior unsecured debt rating. ILFC's preferred securities reflect their deep subordination to senior unsecured creditors and the growing potential for ILFC to exercise deferral options given the company's liquidity challenges. At their current level, the ratings are consistent with Fitch's ratings on AIG's preferred securities as well as Fitch's ratings on hybrid securities issued by other entities that have experienced significant liquidity challenges over the last 12-18 months. Fitch's rating actions are the result of a focused review of its 'Master Global Financial Institutions Criteria' dated Dec. 29, 2009, and 'Finance and Leasing Companies Criteria' dated Dec. 30, 2009. This review concentrated in particular on liquidity and stress testing. Although insurance holding companies are specifically excluded, Fitch reviewed and applied criteria outlined 'Rating Linkages in Parent and Nonbank Financial Subsidiary Relationships' dated Dec. 30, 2009, in performing its analysis of parent support. Fitch has downgraded ILFC's ratings: -- Long-term IDR to 'BB' from 'BBB'; -- Senior unsecured debt to 'BB' from 'BBB'. All of ILFC's ratings remain on Rating Watch Negative including this: -- Preferred stock 'B'. Fitch had downgraded and subsequently withdrawn these ratings: -- Short-term IDR to 'B' from 'F2'; -- Commercial paper to 'B' from 'F2'. INTRAOP MEDICAL: Posts $2.1-Mil. Net Loss in Qtr. Ended Dec. 31 --------------------------------------------------------------- IntraOp Medical Corporation reported a net loss of $2,124,860 on total revenues of $161,066 for the three months ended December 31, 2009, as compared with a net loss of $1,817,022 on total revenues of $1,198,266 for the same period of 2008. At December 31, 2009, the Company's consolidated balance sheets showed $5,845,778 in total assets and $12,982,166 in total liabilities, resulting in a $7,136,388 shareholders' deficit. The Company's consolidated balance sheets at December 31, 2009, also showed strained liquidity with $4,725,637 in total current assets available to pay $12,982,166 in total current liabilities. A full-text copy of the Company's quarterly report is available for free at http://researcharchives.com/t/s?5399 Going Concern Doubt The Company experienced net losses of $2,124,860 and $1,817,022 for the three months ended December 31, 2009 and 2008, respectively. In addition, the Company has incurred substantial monetary liabilities in excess of monetary assets over the past several years and, as of December 31, 2009, had an accumulated deficit of $49,638,363. "These matters, among others, raise substantial doubt about our ability to continue as a going concern." Historically, management has been able to raise additional capital. During the three months ended December 31, 2009, the Company obtained capital through the issuance of 10% senior secured debentures, the proceeds of which were used for working capital and the repayment of liabilities. The successful outcome of future activities cannot be determined at this time and there is no assurance that if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results. Operating activities provided net cash of $81,355 for the three months ended December 31, 2009, compared to $1,875,410 used in operating activities during the three months ended December 31, 2008. About IntraOp Medical Headquartered in Sunnyvale, California, IntraOp Medical Corp. (OTC BB: IOPM) -- http://www.intraopmedical.com/-- develops, manufactures, markets, distributes and services Mobetron, a proprietary mobile electron-beam cancer treatment system designed for use in intraoperative electron-beam radiation therapy, or IOERT. ISLE OF CAPRI: S&P Changes Outlook to Stable; Affirms 'B' Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on St. Louis, Missouri-based Isle of Capri Casinos Inc. to stable from negative. At the same time, S&P affirmed its ratings on the company, including the 'B' corporate credit rating. "The outlook revision follows Isle's successful execution of an amendment to its credit facility, which, among other things, revised covenant levels, providing the company with additional cushion," said Standard & Poor's credit analyst Ariel Silverberg. S&P had previously noted a concern around a significant reduction in the covenant cushion beginning in the April 2010 fiscal quarter. S&P now expects the cushion with respect to the revised covenant level to remain in the mid-single-digit percentage area over the next several quarters. This remains somewhat tight; however, based on S&P's expectation for EBITDA over the next several quarters, S&P does not expect a covenant violation in the near term. In addition to revising covenant levels, the amendment reduced the commitment on the revolving credit facility to $375 million from $475 million, and increased pricing on the revolver and on the term loan to 300 basis points, with a LIBOR floor of 200 basis points applied to both tranches. Given S&P's current expectation for revenue to decline in the second half of fiscal 2010, its rating on Isle incorporates an EBITDA decline in the low- to mid-teens percentage area for the fiscal year, and a low- to mid-single-digit percentage decline in EBITDA for fiscal 2011. S&P expects adjusted debt leverage and EBITDA interest coverage to be in the low-7x area and low-2x area, respectively, at the end of fiscal 2010, with only modest improvement in fiscal 2011. Both of these measures are in line with the current rating. At Oct. 31, 2009, adjusted debt leverage and EBITDA coverage of interest were 7.3x and 2.1x, respectively. JOHN MANEELY: Bank Debt Trades at 5% Off in Secondary Market ------------------------------------------------------------ Participations in a syndicated loan under which John Maneely Company is a borrower traded in the secondary market at 94.82 cents-on-the-dollar during the week ended Friday, Feb. 19, 2010, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 0.46 percentage points from the previous week, The Journal relates. The Company pays 325 basis points above LIBOR to borrow under the facility. The bank loan matures on Dec. 9, 2013, and carries Moody's B3 rating and Standard & Poor's B rating. The debt is one of the biggest gainers and losers among 187 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Headquartered in Beachwood, Ohio, John Maneely Company manufactures steel pipe, hollow structural steel, electrical conduit products and tubular products at ten manufacturing facilities in the U.S. and Canada. The Company is number one or two in its key product areas: HSS, standard pipe and electrical conduit. JMC also enjoys leading market positions in the galvanized mechanical tube and fittings markets. Its products are sold principally to plumbing and electrical distributors. JMC's parent, DBO Holdings, Inc., is approximately 55% owned by the Carlyle Partners IV, LP. JOY GLOBAL: Judge Stark Narrows Evidence in Wisc. Dispute --------------------------------------------------------- WestLaw reports that precluding any witness of the Wisconsin Department of Workforce Development (DWD) from testifying on any topic as to which DWD asserted a privilege during the deposition of its designee was not warranted at trial on DWD's claims for tortious interference against a Chapter 11 debtor. Although DWD's over-assertion of privilege at its designee's disposition contributed to the problem confronted by the debtor, the debtor's failure to depose several fact witnesses identified by DWD also contributed. The debtor, moreover, failed to show how DWD improperly asserted privilege with respect to any specific questions, or that the relief sought, the exclusion of all trial testimony from any witness on any question DWD's designee did not answer, was an appropriate or proportionate remedy. In re Joy Global, Inc., --- F.Supp.2d ----, 2010 WL 330254 (D. Del.) (Stark, J.). As reported in the Troubled Company Reporter on Aug. 10, 2006, the Wisconsin Department of Workforce Development filed proofs of claims against Harnischfeger Industries, Inc. (nka Joy Global, Inc.) and Beloit Corporation on behalf of 378 former Beloit employees, seeking to recover severance pay allegedly owed to those employees under Wisconsin law. The U.S. District Court for the District of Delaware withdrew the reference of the State's claims to the Bankruptcy Court and in 2001, the Honorable Roderick R. McKelvie ruled against the State on its claims. Harnischfeger Indus., Inc. v. Wis. Dep't of Workforce Dev., 270 B.R. 188 (D. Del. 2001). The State appealed to the U.S. Court of Appeals for the Third Circuit. On appeal, Third Circuit concluded that the threshold issue of ERISA preemption should have been resolved prior to the Wisconsin state law issue. The Third Circuit explained that the preemption issue turns on whether Beloit's severance policy, which provided the basis for the DWD's claims, was an "employee benefit plan" under ERISA. The court went on to note that whether there was such a plan is a question of fact, "to be answered in light of all surrounding facts and circumstances. . . . " Accordingly, the Third Circuit vacated the judgment in part and remanded for a decision on whether the severance policy was an ERISA plan. In late-2005, the Honorable Kent A. Jordan conducted a two-day bench trial in the U.S. District Court on the issue of ERISA preemption. In a decision published at 2006 WL 2079141, Judge Jordan finds that the weight of the evidence shows that the severance policy was never treated like an ERISA plan and concludes that Beloit's severance policy was not an "employee benefit plan" under ERISA and, therefore, the DWD's claim is not preempted by ERISA. The dispute between Joy Global and the State of Wisconsin has continued, and the Honorable Leonard P. Stark is preparing to hold a trial in Joy Global, Inc., v. Wisc. Dept. of Wokforce Development, Case No. 01-00039 (D. Del.). Bruce Grohsgal, Esq., and Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, and David F. Loeffler, Esq., at Krukowski & Costello, S.C., represented Joy Global in this matter. The Wisconsin Department of Workforce Development was represented by Richard B. Moriarty, Esq., and John R. Sweeney, Esq., from the Wisconsin Department of Justice. LA COSTE NATIONAL: Closed; Community National Assumes All Deposits ------------------------------------------------------------------ The La Coste National Bank, La Coste, Texas, was closed Feb. 19 by the Office of the Comptroller of the Currency, which appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Community National Bank, Hondo, Texas, to assume all of the deposits of The La Coste National Bank. The sole branch of The La Coste National Bank will reopen on Monday as a branch of Community National Bank. Depositors of The La Coste National Bank will automatically become depositors of Community National Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship to retain their deposit insurance coverage. Customers should continue to use their existing branch until they receive notice from Community National Bank that it has completed systems changes to allow other Community National Bank branches to process their accounts as well. This evening and over the weekend, depositors of The La Coste National Bank can access their money by writing checks or using ATM or debit cards. Checks drawn on the bank will continue to be processed. Loan customers should continue to make their payments as usual. As of December 31, 2009, The La Coste National Bank had approximately $53.9 million in total assets and $49.3 million in total deposits. Community National Bank will pay the FDIC a premium of 0.51 percent to assume all of the deposits of The La Coste National Bank. In addition to assuming all of the deposits of the failed bank, Community National Bank agreed to purchase essentially all of the assets. Customers who have questions about the transaction can call the FDIC toll-free at 1-800-830-3256. Interested parties also can visit the FDIC's Web site at http://www.fdic.gov/bank/individual/failed/lacoste.html The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $3.7 million. Community National Bank's acquisition of all the deposits was the "least costly" resolution for the FDIC's DIF compared to all alternatives. The La Coste National Bank is the 18th FDIC-insured institution to fail in the nation this year, and the first in Texas. The last FDIC-insured institution closed in the state was Madisonville State Bank, Madisonville, on October 30, 2009. LA JOLLA BANK: Closed; OneWest Bank Assumes All Deposits -------------------------------------------------------- La Jolla Bank, FSB, La Jolla, California, was February 19 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 OneWest Bank, FSB, Pasadena, California, to assume all of the deposits of La Jolla Bank, FSB. The ten branches of La Jolla Bank, FSB will reopen on Monday as branches of OneWest Bank, FSB. Depositors of La Jolla Bank, FSB will automatically become depositors of OneWest Bank, FSB. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship to retain their deposit insurance coverage. Customers should continue to use their existing branch until they receive notice from OneWest Bank, FSB that it has completed systems changes to allow other OneWest Bank, FSB branches to process their accounts as well. This evening and over the weekend, depositors of La Jolla Bank, FSB can access their money by writing checks or using ATM or debit cards. Checks drawn on the bank will continue to be processed. Loan customers should continue to make their payments as usual. As of December 31, 2009, La Jolla Bank, FSB had approximately $3.6 billion in total assets and $2.8 billion in total deposits. OneWest Bank, FSB did not pay the FDIC a premium for the deposits of La Jolla Bank, FSB. In addition to assuming all of the deposits of the failed bank, OneWest Bank, FSB agreed to purchase essentially all of the assets. The FDIC and OneWest Bank, FSB entered into a loss-share transaction on $3.31 billion of La Jolla Bank, FSB's assets. OneWest Bank, FSB will share in the losses on the asset pools covered under the loss-share agreement. The loss-share transaction is projected to maximize returns on the assets covered by keeping them in the private sector. The transaction also is expected to minimize disruptions for loan customers. For more information on loss share, please visit: http://www.fdic.gov/bank/individual/failed/lossshare/index.html Customers who have questions about the transaction can call the FDIC toll-free at 1-800-894-2927. Interested parties also can visit the FDIC's Web site at http://www.fdic.gov/bank/individual/failed/lajolla.html The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $882.3 million. OneWest Bank, FSB's acquisition of all the deposits was the "least costly" resolution for the FDIC's DIF compared to all alternatives. La Jolla Bank, FSB is the 20th FDIC-insured institution to fail in the nation this year, and the second in California. The last FDIC-insured institution closed in the state was First Regional Bank, Los Angeles, on January 29, 2010. LEHMAN BROTHERS: Chapter 11 Case Payroll Reaches $642 Million ------------------------------------------------------------- Lehman Brothers Holdings Inc., paid bankruptcy lawyers and other advisers $641.96 million in 16 months since it filed for bankruptcy in September 2008. According to its monthly operating report filed with the U.S. Bankruptcy Court for the Southern District of New York and the Securities and Exchange Commission, Alvarez & Marsal LLC, which provided Lehman with its current chief executive officer, Bryan Marsal, collected with $233 million in fees for "interim Management" through January. Second highest is Weil Gotshal & Manges LLP of New York, which was paid $149.5 million for its role as Lehman's lead bankruptcy law firm. Milbank Tweed Hadley & McCloy LLP received $42.4 million as counsel to the Official Committee of Unsecured Creditors. A copy of the Monthly Operating Report is available for free at: http://researcharchives.com/t/s?53b7 ($ in millions) 9/15/08-01/10/10 --------------- A. Debtors - Section 363 Professionals Alvarez & Marsal LLC Interim Management 232,981 Kelly Matthew Wright Art Consultant & Auctioneer 47 Natixis Capital Markets Derivatives Consultant 8,121 B. Debtors - Section 327 Professionals Bingham McCutchen LLP Special Counsel - Tax 9,117 Bortstein Legal LLC Special Counsel - IT 2,657 Curtis, Mallet-Prevost, Colt & Mosle LLP Special Counsel - Conflicts 13,796 Discover Ready LLC eDiscovery Services 4,812 Ernst & Young LLP Audit and Tax Services 1,367 Hudson Global Resources Contract Attorneys 1,928 Huron Consulting Tax Services 2,007 Jones Day Special Counsel 16,301 Lazard Freres & Co. Investment Banking Advisor 17,529 McKenna Long & Aldridge Special Counsel - Real Estate 3,429 Pachulski Stang Ziehl Special Counsel - Real Estate 661 Reilly Pozner LLP Special Counsel - Mortgage 1,889 Simpson Thacher & Bartlett LLP Special Counsel - SEC 2,143 Weil Gotshal & Manges Lead Counsel 149,502 Windels Marx Lane & Mittendorf, LLP Special Counsel - Real Estate 1,000 C. Debtors - Claims and Noticing Agent Epiq Bankruptcy Solutions LLC Claims Management 6,514 D. Creditors - Section 327 Professionals FTI Consulting Inc. Financial Advisor 22,398 Houlihan Lokey Howard & Zukin Capital Inc. Investment Banking Advisor 6,027 Milbank Tweed Hadley & McCloy LLP Lead Counsel 42,371 Quinn Emanuel Urquhart Oliver & Hedges LLP Special Counsel - Conflicts 5,393 Richard Sheldon, Q.C. Special Counsel - UK 74 E. Examiner - Section 327 Professionals Duff & Phelps LLC Financial Advisor 29,853 Jenner & Block LLP Examiner 38,389 F. Fee Examiner Feinberg Rozen LLP Fee Examiner 568 Brown Greer Plc Fee and Expense Analyst 87 -------- Total Non-Ordinary Course Professionals 620,961 Debtors - Ordinary Course Professionals 20,504 US Trustee Quarterly Fees 483 -------- Total Professional Fees and UST Fees $641,948 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: Wins Nod of Deal With Sumitomo on Loan Transfer ---------------------------------------------------------------- Lehman Brothers Holdings Inc. and its affiliated debtor Lehman Commercial Paper Inc., sought and obtained the U.S. Bankruptcy Court for the Southern District of New York's authority to enter into a stipulation with Sumitomo Mitsui Banking Corporation. LBHI and SMBC entered into a Loan and Security Agreement dated May 27, 2008. Pursuant to the Loan Agreement, LBHI and LCPI pledged to SMBC certain financial assets together with any and all replacements, substitutions, distributions on or proceeds to secure LBHI's obligations to SMBC. As of January 28, 2010, the Collateral includes five corporate loans with outstanding amounts of $167,999,975, a list of which is available for free at: http://bankrupt.com/misc/Lehman_CorporateLoans.pdf As of the Petition Date, the principal amount of $350,000,000, plus accrued and unpaid interest for $573,307, was outstanding under the Loan Agreement. As of January 12, 2010, the principal amount of $134,913,621 was outstanding under the Loan Agreement. Pursuant to the stipulation, the parties agree: (1) The Debtors will be authorized to sell $10 million in principal amount of the TXU Energy and, after completion of the sale of the TXU Loan, the Debtors will pay the net proceeds to SMBC. The amount of the Outstanding Obligations will be reduced by the amount paid to SMBC. (2) The Debtors will be authorized to (a) sell the principal amount of $40 million of corporate loan to Altegrity Inc. and the related transferred rights to SMBC with effect on and after date the agent makes each transfer effective and (b) SMBC will acquire the principal amount of $40 million of the Altegrity Loan. (3) To accomplish the assignment of the Altegrity Loan, the Debtors will immediately execute and deliver the Transfer Certificate specified by the credit agreement. The outstanding amount of LBHI's Obligations under the Loan Agreement will be reduced by an amount equal to the product of $40 million multiplied 0.94. No transfer fee will be charged by LCPI to SMBC in connection with that transfer. (4) The Debtors will be authorized to sell other Pledged Assets at prevailing market prices, and pay the net proceeds of these sales to SMBC, which will apply these payments to reduce the outstanding amount of the Obligations. The Debtors may transfer other Pledged Assets to SMBC in exchange for a reduction of the outstanding amount of the Obligations. (5) Upon payment in full of the Obligations, SMBC will execute and deliver UCC termination statements and any additional documents reasonably necessary to reflect termination of SMBC's security interest in any remaining Pledged Assets. (6) SMBC agrees that it will not seek further adequate protection or relief from the automatic stay with respect to the Collateral for a period of six months from February 9, 2010. (7) The automatic stay imposed by Section 362 of the Bankruptcy Code is lifted to the extent necessary to authorize the payments required in the Parties' Stipulation. 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: Gives Consent on LNR Foreclosure on Property ------------------------------------------------------------- Prior to the Petition Date, Lehman Brothers Holdings Inc. made a loan in the principal amount of $45,610,000 to Stellar Haverhill, LLC pursuant to an Amended and Restated Note Agreement dated July 10, 2006. The Senior Loan is secured by a deed of trust, security agreement, and fixture filing encumbering a real property known as Haverhill Apartments, located at 9430 Russia Branch View Drive, Manassas Park, Virginia 20111. LBHI made a senior mezzanine loan in the principal amount of $6,010,611 to Haverhill Member, LLC pursuant to a Mezzanine Loan Agreement December 16, 2004. LBHI assigned the Senior Mezzanine Loan to Haverhill Apts Mezz Holdings LLC. LBHI made two junior mezzanine loans in connection with the Property: (i) a junior mezzanine loan in the principal amount of the $2,129,169 to Haverhill Junior Mezz I, LLC; and (ii) a junior mezzanine loan in the principal amount of $5,900,906 to Haverhill Junior Mezz II, LLC. Bank of America, N.A., as holder of the Senior Loan, Haverhill Apts and LBHI are parties to an Intercreditor Agreement dated July 10, 2006, governing the parties' rights to the collateral securing the Junior Mezzanine Loans, Senior Mezzanine Loan and Senior Loan, including the Property. LNR Partners, Inc. as special servicer of the Senior Loan asserts that Stellar Haverhill defaulted and continues to default on the Senior Loan. On behalf of BofA, LNR seeks to foreclose on the Senior Collateral and appoint a receiver to take control of the Property pending any foreclosure sale. To resolve certain issues that may arise in connection with LNR's exercise of its rights and remedies with respect to the alleged Defaults, LBHI and LNR Partners agreed that: (a) the automatic stay in the Debtors' Chapter 11 cases is modified solely to permit LNR to act on behalf of BofA to exercise BofA's rights under the Senior Loan Documents, the Intercreditor Agreement and applicable law solely with respect to the Senior Collateral, including foreclosing on the Senior Collateral and seeking appointment of a receiver to take control of the Property pending any foreclosure sale, and solely as against third parties other than the Debtors, including Stellar Haverhill. (b) The automatic stay is further modified so that (i) all notices provided to LBHI by BofA or LNR, in connection with the exercise of BofA's rights under the Senior Loan Documents, the Intercreditor Agreement and applicable law with respect to the Senior Collateral, and (ii) all actions taken by LNR to seek appointment of a receiver to take control of the Property prior to the Court approval of the Parties' Stipulation are deemed to have been permitted and effective. (c) LNR will provide LBHI within 10 days advance notice of the date, time, and location of any potential foreclosure sale relating to the Property. 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: Appointed as Agent Under Construction Loan ----------------------------------------------------------- Lehman Brothers Holdings Inc. presented to the Court for approval a stipulation it entered with Central Pacific Bank, Deutsche Hypothekenbank and Landesbank Baden-W>ttemberg collectively known as the Non-LBHI Lenders; and Swedbank AB (publ), New York Branch, MH Kapalua Venture, LLC and Kapalua Bay, LLC. As previously reported, the Parties entered into a stipulation resolving (i) Kapalua Bay's motion to compel the Debtors' assumption or rejection of a Construction Loan Agreement between Kapalua and LBHI; and (ii) the non-LBHI's Motion to Lift the Stay to Remove LBHI as Agent under the Construction Loan Agreement. To implement the transactions contemplated by the Previous Stipulation, the Parties entered into an Amended and Restated Construction Agreement, whereby Central Pacific replaced LBHI as administrative agent. On December 7, 2009, Central Pacific notified other Parties of its resignation as administrative agent under the Amended Agreement. In this light, the Parties entered into the current stipulation: (a) authorizing LBHI to replace Central Pacific and reappointing LBHI as administrative agent under the Amended Construction Loan Agreement; and (b) agreeing that consummation of all transactions contemplated in successor agency agreements are approved without further court proceedings or approval. 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: AHM Gets Lift Stay to Go On with Sale in Own Case ------------------------------------------------------------------ James Giddens, trustee for Lehman Brothers Inc., and American Home Mortgage Holdings, Inc. ask the United States Bankruptcy Court for the Southern District of New York to approve their stipulation. American Home Mortgage Investment Corp., Lehman Brothers Holdings, Inc., and Lehman Commercial Paper Inc. were parties to a Master Repurchase Agreement. LBI may be a holder of Broadhollow Funding, LLC's notes and Broadhollow's Residential Mortgage-Backed Subordinated Notes. LBI also asserted a claim in AHM and its debtor affiliates' Chapter 11 cases in the United States Bankruptcy Court for the District of Delaware. The Parties believe that the sale, settlements and releases contained the AHM Debtors' motion to sell their limited liability company interests on Broadhollow Funding, LLC and Melville Funding LLC in the Delaware Bankruptcy Court may affect the property of the LBI estate. Thus, the Parties agree that the automatic stay be modified solely to permit the AHM Debtors to proceed with the filing and prosecution of the Sale Motion in the Delaware Bankruptcy Court. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: LBI Gets $11-Mil. on TPF Deal ---------------------------------------------- Lehman Brothers Inc. entered into an engagement letter with TPF II, L.P. and Tenaska Capital Management LLC. TPF and Tenaska desire to terminate LBI's interests in the Agreement. For his part, James Giddens, trustee for LBI, believes that it would be in the best interests of LBI and its estate that LBI terminate the Agreement subject to the payment to the Trustee of an amount in cash equal to $11,304,337, representing the agreed liquidated balance under the Agreement. Thus, the Trustee, LBI, TPF and Tenaska entered into a stipulation, whereby: (1) the Trustee will send the counsel to TPF a notice indicating the date upon which the order on this stipulation becomes final and non-appealable. TPF agrees to pay the Termination Fee to the Trustee immediately. (2) Upon receipt by the Trustee of the Termination Fee, the Agreement will be terminated without further action by any of the Parties, without further Bankruptcy Court approval and, without further obligation or liability and pursuant to that termination of the Agreement, will no longer be operative and will be deemed waived regardless of the Agreement. (3) Upon receipt by the Trustee of the Termination Fee, the parties agree to mutual releases with respect to claims that have been, could have been, may be, or could be alleged under the Agreement. 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) LEXINGTON OIL: Promissory Notes Recharacterized as Equity --------------------------------------------------------- WestLaw reports that recharacterizing the promissory notes given to two purported lenders of a Chapter 7 debtor and its former parent company as equity contributions was warranted where the underlying transaction, when viewed as a whole, was an attempt to provide the purported lenders with the benefits of equity ownership without any of the attendant risks. Each purported lender obtained a one-quarter ownership interest in the former parent company and all of its upside while preserving their investment in the event of a business failure, and the effect of the transaction, if countenanced, would be to elevate the purported lenders' claims over those of all general unsecured creditors. Although the purported lenders testified that they believed their investments to be in the form of a loan and that they would not have placed their money in the debtor's parent company had they known it might be treated as equity, their conduct was to the contrary. In re Lexington Oil and Gas Ltd., -- - B.R. ----, 2010 WL 431401 (Bankr. E.D. Okla.) (Michael, J.). "What lies at the core of this case," the Honorable Terrence L. Michael says, "is an attempt to marry stock and over-secured loans to create the best of all possible worlds: a fully collateralized (and thus risk-free) investment with an unlimited upside . . . [but] the defendants cannot have their cake and eat it too." Lexington Oil and Gas Ltd. and its affiliate Oak Hills Drilling and Operating LLC filed Chapter 11 petitions (Bankr. E.D. Okla. Case Nos. 08-80228 and 08-80229) on Mar. 4, 2008, represnted by John L. Gamboa, Esq., at Acuff & Gamboa, LLP, in Fort Worth, Tex.; and estimating assets of more than $1 million and debts of less than $1 million. At the behest of the U.S. Trustee, Lexington Oil's case converted to chapter 7 liquidation proceedings on April 22, 2008, Gerald R. Miller was appointed as the Chapter 7 Trustee, and Oak Hills case was substantively consolidated with Lexington Oil's case on July 24, 2008. The Chapter 7 Trustee is represented by Patrick J. Malloy, III, Esq., at Malloy Law Firm, P.C., in Tulsa, Okla., and Richard M. Paul, III, Esq., and Ashlea Schwarz, Esq., at Stueve Siegel Hanson LLP in Kansas City, Mo. LINK DEVELOPMENT: Gets Feb. 26 Extension for Filing of Schedules ---------------------------------------------------------------- The Hon. William C. Hillman of the U.S. Bankruptcy Court for the District of Massachusetts has extended, at the behest of Link Development, LLC, the filing of schedules of assets and liabilities and statement of financial affairs until February 26, 2010. The Debtor asked for an 11-day extension of the deadline to file the schedules. The Debtor said that its counsel, Scott R. Stevenson, Esq., is retiring from the practice of law as of April 1, 2010, and is in the process of transitioning his handling of the Debtor's case to the new counsel for the Debtor, Barry R. Levine, Esq., of Beverly, Massachusetts. The Debtor also said that its information at this time, as provided to present counsel, is incomplete and relatively complicated and that the additional time is needed to assemble and review the pertinent and existing documents so that the Debtor can file true and accurate required documents. The Debtor stated that it has made repeated efforts to locate and communicate with the lawyer who formed the Debtor as a Massachusetts limited company to no avail as such the lawyer has been disbarred and doesn't reply to telephone calls to all phone numbers known or believed to be known for him. Boston, Massachusetts-based Link Development, LLC, filed for Chapter 11 bankruptcy protection on January 28, 2010 (Bankr. D. Mass. Case No. 10-10786). Scott R. Stevenson, Esq., at Stevenson & Lynch, P.C., assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. LINK DEVELOPMENT: U.S. Trustee Wants 2nd Bankr. Case Dismissed -------------------------------------------------------------- Phoebe Morse, the U.S. Trustee for Region 1, has asked the Honorable William C. Hillman of the U.S. Bankruptcy Court for the District of Massachusetts to dismiss the Link Development LLC's second Chapter 11 case, which was filed less than three months after the November 18, 2009 dismissal of the Debtor's previous Chapter 11 case. As grounds for the previous dismissal, the Court found that the Debtor's prior Chapter 11 case had no reorganization purpose. The Trustee says that it is unclear what changes, if any, have taken place to justify the second Chapter 11 filing, and whether the instant case, unlike the previous case, has any Chapter 11 reorganization purpose. According to the Trustee, the Debtor's instant bankruptcy filing was precipitated by the imminent foreclosure by the Debtor's primary secured lender of the Debtor's sole asset, real property located at 1040 Broadway, Saugus, Massachusetts. In its previous case, the Debtor valued the real property at $10 million. In the current bankruptcy case, the Debtor appears to value the property at $7.5 million. In October 2009, the Trustee filed a motion to convert the Debtor's previous case, citing, among other things, that a vast majority of the Debtor's creditors appeared to be insiders of the Debtor. In the Debtor's schedule "F," the Debtor stated that it owed four creditors, who were located at the Debtor's 2 Prince Street, Boston, MA 02113 address, $846,900 -- or 90% -- of its total general unsecured claims. A 50% owner of the Debtor's membership interests, Essam Tamimi, was listed as an unsecured creditor in schedule "F" having a claim for an "unknown" amount. In the motion to convert, the United States Trustee also alleged that the Debtor had no employees, the Debtor generated no income, and the four creditors referred to above were either insiders or affiliates of the Debtor or entities wholly owned and/or controlled by insiders of the Debtor In November 2009, the Court held a hearing on the motion of the Trustee to convert the Debtor's case. At the conclusion of the hearing, this Court denied the Trustee's motion to convert the case, and entered an order sua sponte dismissing the Debtor's case. The Court stated that the Debtor's case was not a reorganization, and that what the Debtor was seeking from the Court was, in essence, "seeking the Court to bless something that is not of a Chapter 11 purpose." In the current bankruptcy case, the Debtor listed its 20 largest unsecured creditors, who are for the most part, similar if not the same creditors listed in the Debtor's previous bankruptcy case, although the amounts owed appear to have increased. The Trustee is uncertain if any circumstances regarding the Debtor, its creditors, and its financial situation have changed since the previous dismissal less than three months ago. Based upon the Debtor's current list of 20 largest creditors, it appears that circumstances have worsened for the Debtor rather than improved since the November 2009 dismissal, and the large amount of insider claims remains. The Court has set a hearing for March 3, 2010 at 9:30 a.m. on the Trustee's motion for dismissal. About Link Development Boston, Massachusetts-based Link Development, LLC, filed for Chapter 11 bankruptcy protection on January 28, 2010 (Bankr. D. Mass. Case No. 10-10786). Scott R. Stevenson, Esq., at Stevenson & Lynch, P.C., assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. MARANI BRANDS: Reports $5.16 Million Profit in Q2 2009 ------------------------------------------------------ Marani Brands, Inc., reported net income of $5,163,675 on sales of $38,564 for the three months ended December 31, 2009, compared with a net loss of $3,374,867 on sales of $89,188 for the same period of 2008. General & administrative expenses were ($5,063,621) for the three months ended December 31, 2009, compared to $3,031,156 during the same period of 2008. Six Months Results The Company reported net income of $5,373,211 on sales of $145,301 for the six months ended December 31, 2009, compared to a net loss of $4,148,273 in the corresponding period of 2008. General & administrative expenses were ($5,307,343) for the six months ended December 31, 2009, compared to $3,393,171 during the same period of 2008. "The significant decrease in total general and administrative expenses is primarily the result of the cancellation of 1,635,000 shares of our common stock issued in payment of $620,810 for outsourced services, which payments were reported as a general and administrative expense in the last two quarters of our 2009 fiscal year ending June 30, 2009. As such, total general and administrative expenses are expected to increase in the following quarters as we continue to build the Company's infrastructure to expand our business." Balance Sheet At December 31, 2009, the Company's consolidated balance sheets showed $1,326,955 in total assets and $2,906,886 in total liabilities, resulting in a $1,579,931 stockholders' deficit. The Company's consolidated balance sheets at December 31, 2009, also showed strained liquidity with $1,316,700 in total current assets available to pay $2,906,886 in total current liabilities. A full-text copy of the Company's quarterly report is available for free at http://researcharchives.com/t/s?53aa Going Concern Doubt As of December 31, 2009, the Company has an accumulated deficit of $19,016,047. The Company's current business plan requires additional funding beyond its anticipated cash flows from operations. "These and other factors raise substantial doubt about the Company's ability to continue as a going concern." The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital and achieve profitable operations. About Marani Brands Based in North Hollywood, Calif., Marani Brands, Inc. (OTC BB: MRIB) primarily engages in the distribution of wine and spirit products manufactured in Armenia. The Company's signature product is Marani Vodka, a premium vodka which is manufactured exclusively for the Company in Armenia. MARCO COMMUNITY: Closed; Mutual of Omaha Assumes All Deposits ------------------------------------------------------------- Marco Community Bank, Marco Island, Florida, was closed Feb. 19 by the Florida Office of Financial Regulation, which appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Mutual of Omaha Bank, Omaha, Nebraska, to assume all of the deposits of Marco Community Bank. The sole branch of Marco Community Bank will reopen on Saturday as a branch of Mutual of Omaha Bank. Depositors of Marco Community Bank will automatically become depositors of Mutual of Omaha Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship to retain their deposit insurance coverage. Customers should continue to use their existing branch until they receive notice from Mutual of Omaha Bank that it has completed systems changes to allow other Mutual of Omaha Bank branches to process their accounts as well. As of December 31, 2009, Marco Community Bank had approximately $119.6 million in total assets and $117.1 million in total deposits. Mutual of Omaha Bank will pay the FDIC a premium of 1.5 percent to assume all of the deposits of Marco Community Bank. In addition to assuming all of the deposits of the failed bank, Mutual of Omaha Bank agreed to purchase essentially all of the assets. The FDIC and Mutual of Omaha Bank entered into a loss-share transaction on $104.8 million of Marco Community Bank's assets. Mutual of Omaha Bank will share in the losses on the asset pools covered under the loss-share agreement. The loss-share transaction is projected to maximize returns on the assets covered by keeping them in the private sector. The transaction also is expected to minimize disruptions for loan customers. For more information on loss share, please visit: http://www.fdic.gov/bank/individual/failed/lossshare/index.html Customers who have questions about the transaction can call the FDIC toll-free at 1-800-822-9247. Interested parties also can visit the FDIC's Web site at http://www.fdic.gov/bank/individual/failed/marco.html The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $38.1 million. Mutual of Omaha Bank's acquisition of all the deposits was the "least costly" resolution for the FDIC's DIF compared to all alternatives. Marco Community Bank is the 17th FDIC-insured institution to fail in the nation this year, and the third in Florida. The last FDIC-insured institution closed in the state was Florida Community Bank, Immokalee, on January 29, 2010. MEGA BRANDS: Says Business to Continue in Ordinary Course --------------------------------------------------------- MEGA Brands Inc. has initiated a recapitalization transaction under the Canada Business Corporations Act, a Canadian corporate statute. In response to inaccurate press reports that the Corporation has filed for bankruptcy protection in the United States, MEGA Brands has clarified that it has initiated ancillary recognition proceedings under Chapter 15 of the Bankruptcy Code in the United States. Mega says that in the Chapter 15 filing, it has not sought a stay against any parties but rather is using this process as a means to obtain recognition and enforcement in the United States of the Canadian proceeding. It reiterates that customers, suppliers and employees are unaffected by the recapitalization transaction and the Corporation will continue to satisfy its obligations in the normal course. About MEGA Brands MEGA Brands Inc. is a trusted family of leading global brands in construction toys, games & puzzles, arts & crafts and stationery. They offer engaging creative experiences for children and families through innovative, well-designed, affordable and high-quality products. Mega Brand has commenced a proposed recapitalization, which will repay the secured lenders at 70 cents on the dollar (including the cash and equity portions) and extinguish all of the current debt. MESA AIR: Proposes Protocol for Reclamation Claims -------------------------------------------------- Mesa Air Group, Inc. and certain of its subsidiaries and affiliates, as Debtors and Debtors in Possession, seek to establish and implement certain procedures for the treatment of all unpaid claims for reclamation of goods pursuant to Section 546(c) of the Bankruptcy Code that may be asserted against them. Before the Petition Date and in the ordinary course of their businesses, the Debtors purchased on credit a variety of materials, parts, supplies, and other goods used in their operations. As of the Petition Date, the Debtors were in possession of certain Goods that had been delivered to them, but for which they had not yet been invoiced or made payment to the suppliers. As a result of the commencement of the Debtors' Chapter 11 cases, the Debtors may receive Reclamation Claims from various vendors or other parties with respect to the Goods. Avoiding costly and distracting litigation relating to Reclamation Claims is critical at this stage of the Debtors' Chapter 11 cases, Maria A. Bove, Esq., at Pachulski Stang Ziehl & Jones LLP, in New York, says. If the Debtors are unable to establish and implement uniform procedures to resolve these claims, they could be faced with the prospect of simultaneously defending numerous reclamation proceedings at a time when their efforts should be focused on preserving enterprise value, she adds. Proposed Reclamation Procedures To avoid piecemeal litigation that would interfere with their efforts to preserve enterprise value, the Debtors seek an order (i) establishing Reclamation Procedures for the reconciliation and allowance of all Reclamation Claims, and (ii) prohibiting the Sellers from interfering with the delivery of Goods. The Debtors propose these procedures: (a) Any Seller asserting a Reclamation Claim must satisfy all procedural and timing requirements entitling it to have a right to reclamation under section 546(c), including the submission of a written demand asserting its Reclamation Claim in accordance with the deadlines set forth in Section 546(c). (b) Any Seller that has timely submitted a Reclamation Demand will deliver supporting information to the Debtors within 20 days of entry of an order granting this Motion, to the extent not already included in its Reclamation Demand. The supporting information includes (1) a description of the Goods subject to the Reclamation Demand, (2) name of the Debtor to whom the Goods were delivered, (3) copies of any purchase orders and invoices related to the Goods, and (4) any evidence regarding the date the Goods were shipped and received by the Debtors. (c) No later than 90 days after entry of the order granting the relief requested in the Motion -- the Reclamation Notice Deadline -- the Debtors will file with the Court a notice listing (1) the Reclamation Claims, (2) the amount, if any, of the Reclamation Claim that the Debtors determine to be valid, and (3) a brief summary of the basis for any objection of the Debtors to any Reclamation Claim. The Reclamation Notice will be served on the Office of the United States Trustee for the Southern District of New York, attorneys for the Official Committee of Unsecured Creditors, and each Seller listed in the notice. (d) If the Debtors fail to file the Reclamation Notice by the Reclamation Notice Deadline, any holder of a Reclamation Claim that submitted a Reclamation Demand may bring a motion on its own behalf to seek relief with respect to its Reclamation Claim. (e) Any party that wishes to object to the Reclamation Notice must file and serve an objection on the Notice Parties and attorneys for the Debtors, so as to be received no later than 4:00 p.m., Eastern Time, on the 20th day after the date on which the Reclamation Notice is filed. The Reclamation Notice Objection must include a copy of the Reclamation Demand, and a statement describing the party's objections to the notice and any legal basis for the objections. (f) Any Reclamation Claim listed in the Reclamation Notice for which no Reclamation Notice Objection was filed and served by the Objection Deadline will be deemed allowed by the Court in the amount identified by the Debtors in the Reclamation Notice, provided that all issues relating to the treatment of the allowed Reclamation Claim will be reserved. (g) The Debtors would be authorized, but not required, to negotiate, in their sole discretion, with any Seller and to seek an agreement resolving the Seller's Reclamation Claim or Reclamation Notice Objection. If the Debtors and a Seller agree on the validity, amount, or treatment of the Seller's Reclamation Claim, the Debtors will prepare and file with the Court a notice of settlement, and serve the Settlement Notice on the Notice Parties. Each Notice Party will have 10 days from the date of service of the Settlement Notice to file with the Court and serve on the other Notice Parties and attorneys for the Debtors an objection thereto. (h) If no Settlement Objection with respect to a Reclamation Claim that is the subject of a Settlement Notice is timely filed and served, the Reclamation Claim will be treated in accordance with the Settlement Notice without further order of the Court. (i) If a Settlement Objection with respect to a Reclamation Claim that is the subject of a Settlement Notice is timely filed and served, the parties may negotiate a consensual resolution of such objection to be incorporated in a stipulation filed with the Court. Upon filing of a Settlement Stipulation, the applicable Reclamation Claim will be allowed and treated in accordance with the terms of the Stipulation without further order of the Court. (j) If no consensual resolution of a Settlement Objection with respect to a Reclamation Claim that is the subject of a Settlement Notice is reached within 30 days after the date the Settlement Objection was filed and served, the Debtors may file a motion with the Court requesting a hearing to fix the allowed amount of the Reclamation Claim, unless the Debtors and the party filing the Settlement Objection agree to extend the 30-day period. (k) If any Reclamation Claims are still subject to a pending Reclamation Notice Objection 75 days after the Objection Deadline, or a later date as may be agreed to by the Seller, the Debtors, and the Committee -- the Reclamation Settlement Deadline -- and no Settlement Notice has been filed therewith, the Debtors may file a motion with the Court to fix the allowed amounts of the Reclamation Claims -- a Reclamation Adjudication Motion -- and schedule a hearing to consider that motion. (l) If the Debtors fail to file a Reclamation Adjudication Motion by the Reclamation Settlement Deadline, any Seller with a Reclamation Claim that is subject to a pending Reclamation Notice Objection and for which no Settlement Notice has been filed may bring a motion on its own behalf to seek adjudication of its Reclamation Claim. The Debtors also seek to prohibit the Sellers from seeking any other means for the resolution or treatment of their Reclamation Claims, including (i) commencing adversary proceedings or contested matters against the Debtors, (ii) seeking to obtain possession of any Goods except as permitted by the Reclamation Procedures, or (iii) interfering with the delivery of any Goods to the Debtors. The Reclamation Procedures will effectively and efficiently streamline the process of resolving the Reclamation Claims for the Debtors and the Sellers alike, without impacting the parties' substantive rights to pursue or contest the Reclamation Claims, Ms. Bove says. About Mesa Air Group Mesa currently operates 130 aircraft with approximately 700 daily system departures to 127 cities, 41 states, Canada, and Mexico. Mesa operates as Delta Connection, US Airways Express and United Express under contractual agreements with Delta Air Lines, US Airways and United Airlines, respectively, and independently as Mesa Airlines and go! Mokulele. This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company, founded by Larry and Janie Risley in New Mexico in 1982, has approximately 3,500 employees. Mesa Air Group Inc. and its units filed their Chapter 11 petitions Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing assets of $976 million against debt totaling $869 million as of Sept. 30, 2009. Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel. Imperial Capital LLC is the investment banker. Epiq Bankruptcy Solutions is claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Mesa Air Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) MESA AIR: To Sell Assets Under $750,000 in Ordinary Course ---------------------------------------------------------- Mesa Air Group Inc. and its units ask the Court (i) to approve certain procedures for the sale of de minimis assets free and clear of all liens, claims and interests, with those liens, claims and interests to attach to the net sale proceeds, in any individual transaction or series of related transactions to a single buyer or group of related buyers with a selling price of $750,000 or less, and (ii) for approval to pay any necessary fees and expenses incurred in the sale or transfer of de minimis assets. The Debtors' De Minimis Assets refer to surplus, non-core or burdensome assets, including four single-engine Beechcraft Bonanza aircraft; a twin-engine Beechcraft Baron aircraft; spare Beechcraft Bonanza and Beechcraft Baron aircraft parts; tractors; pressure washers; cooling systems; four flight training devices; tugs; shop equipment; and miscellaneous other equipment or personal property with a selling price equal to or less than $750,000, according to Maria A. Bove, Esq., at Pachulski Stang Ziehl & Jones LLP, in New York. The Debtors currently possess, and may identify in the future, certain De Minimis Assets that they want to sell or transfer because these are no longer necessary for operating their businesses. To defray any operational, carrying or storage expenses associated with these assets, the Debtors have determined in their business judgment that it is in the best interests of the estates to sell or transfer the De Minimis Assets, Ms. Bove tells the Court. About Mesa Air Group Mesa currently operates 130 aircraft with approximately 700 daily system departures to 127 cities, 41 states, Canada, and Mexico. Mesa operates as Delta Connection, US Airways Express and United Express under contractual agreements with Delta Air Lines, US Airways and United Airlines, respectively, and independently as Mesa Airlines and go! Mokulele. This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company, founded by Larry and Janie Risley in New Mexico in 1982, has approximately 3,500 employees. Mesa Air Group Inc. and its units filed their Chapter 11 petitions Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing assets of $976 million against debt totaling $869 million as of Sept. 30, 2009. Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel. Imperial Capital LLC is the investment banker. Epiq Bankruptcy Solutions is claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Mesa Air Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) MESA AIR: Proposes Protocol for Settling De Minimis Claims ---------------------------------------------------------- To minimize expenses and maximize value for the creditors, Mesa Air Group Inc. and its units seek authority to resolve certain claims and causes of action threatened or brought by or against the Debtors in judicial, administrative, arbitral or other actions or proceedings -- De Minimis Claims -- by settlement pursuant to Sections 363(b) and 502 of the Bankruptcy Code and Rule 9019 of the Federal Rules of Bankruptcy Procedure, and pursuant to certain omnibus procedures. The Debtors ask the Court for authority to settle De Minimis Claims with a "settled value" up to a maximum value of $2,000,000. For the purposes of determining the applicable value of a De Minimis Claim, the Debtors propose that the "Settled Value" equals the value of the performance agreed to by the Debtors and the settling party to resolve the De Minimis Claim. The Debtors currently have approximately 90 litigations or administrative claims pending, which number represents only a fraction of the claims that they will likely seek to resolve through settlement during their Chapter 11 cases. The number does not include arbitrations or other proceedings, nor does it include claims threatened but not yet brought, and claims that may arise throughout the pendency of these bankruptcy cases. The number includes a number of litigation claims covered by the Debtors' various insurance policies, Maria A. Bove, Esq., at Pachulski Stang Ziehl & Jones LLP, in New York, relates. If the Debtors were required to obtain the Court's prior approval to settle each De Minimis Claim, and considering the ever-growing size of the list of parties requesting notice and service of papers in these chapter 11 cases, the Debtors would incur significant costs associated with preparing, filing and serving separate motions for each proposed settlement, Ms. Bove says. The Debtors would also likely suffer the delays normally incumbent with obtaining Court approval while complying with the required notice periods and available hearing schedules and, in some cases, would lose significant negotiating leverage in resolving the claims, she adds. Proposed Settlement Procedures The Debtors propose these procedures to apply to claims and causes of action pending or threatened in judicial, administrative, arbitral or other actions or proceedings by non- insider third parties against the Debtors, or by any of the Debtors against the Settling Parties, as well as any cross-claims and counterclaims asserted against any of the Debtors by the Settling Parties. (a) No settlement will be agreed to unless it is determined to be reasonable in the sound business judgment of the affected Debtor and in the Debtor's sole discretion upon consideration of (1) the probability of success if the claim is litigated or arbitrated, (2) the complexity, expense and likely duration of any litigation or arbitration with respect to the claims, (3) other factors relevant to assessing the prudence of the settlement, and (4) the fairness of the settlement to the Debtor's estate, creditors and shareholders. (b) No settlement will be effective unless it is executed by an authorized representative of both the affected Debtor and the Settling Party. (c) With respect to any Settled Value that is equal to or less than $250,000, the affected Debtor, in its sole discretion, may agree to settle the claim or cause of action on any reasonable terms and may enter into, execute and consummate a written agreement of settlement that will be binding on it and its estate without notice to any third party or further action by the Court. (d) With respect to any Settled Value that is greater than $250,000, but does not exceed $2,000,000, the affected Debtor, in its sole discretion, may agree to settle the claim or cause of action only if (1) it provides written notice to the Office of the United States Trustee for the Southern District of New York and counsel for the Official Committee of Unsecured Creditors, and (2) the terms are not objected to in writing by any of the notice parties within 10 days after the date of service of the Notice. The Objection will be filed with the Court and served on the Debtors' counsel, Pachulski Stang Ziehl & Jones LLP, so it is actually received on or before the 10th day after the date of service of the Notice. In the absence of any objection, the Debtor may enter into, execute and consummate a written agreement of settlement that will be binding on it and its estate without further Court order. The Notice will contain a summary of the facts of the underlying claim and the damages asserted by the counter- party; the terms of the settlement; and applicable insurance coverage, if known. (e) If any Notice Party timely objects to the terms of any settlement, and the Debtor, in its sole discretion, still desires to enter into the proposed settlement with the Settling Party, the execution of the settlement will not proceed, except upon (1) resolution of the objection by the Debtors and the objecting party, or (2) further Court order after a hearing. (f) Any settlement that is not authorized pursuant to these procedures or pursuant to any other Court order will be authorized only upon separate Court order upon a motion of the Debtors. In no event will any settlement provide for any monetary payment to be made by the Debtors from property of their estates to, or on behalf of the Settling Parties, except with respect to claims deemed to be administrative expense claims in accordance with the terms of the settlement or under Sections 503 and 507 of the Bankruptcy Code, and with respect to those claims only in the Debtors' sole discretion, Ms. Bove says. However, a settlement may provide for equitable relief with respect to any claim, subject to the limits on Settled Value contained in the Settlement Procedures; provided, further, that with respect to cross-claims and counter-claims, the settlement may provide for offsets in favor of the Settling Parties against, and up to but not exceeding, the amount of any monetary payments to be otherwise made by the Settling Parties to, or on behalf of, the Debtors, she adds. The Settlement Procedures will not apply to the settlement of any litigation involving any of the Debtors and U.S. Airways, Inc., Delta Air Lines, Inc., and United Airlines, Inc., Ms. Bove clarifies. About Mesa Air Group Mesa currently operates 130 aircraft with approximately 700 daily system departures to 127 cities, 41 states, Canada, and Mexico. Mesa operates as Delta Connection, US Airways Express and United Express under contractual agreements with Delta Air Lines, US Airways and United Airlines, respectively, and independently as Mesa Airlines and go! Mokulele. This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company, founded by Larry and Janie Risley in New Mexico in 1982, has approximately 3,500 employees. Mesa Air Group Inc. and its units filed their Chapter 11 petitions Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing assets of $976 million against debt totaling $869 million as of Sept. 30, 2009. Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel. Imperial Capital LLC is the investment banker. Epiq Bankruptcy Solutions is claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Mesa Air Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) METRO-GOLDWYN-MAYER: Bank Debt Trades at 40% Off ------------------------------------------------ Participations in a syndicated loan under which Metro-Goldwyn- Mayer, Inc., is a borrower traded in the secondary market at 59.59 cents-on-the-dollar during the week ended Friday, Feb. 19, 2010, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 0.95 percentage points from the previous week, The Journal relates. The Company pays 275 basis points above LIBOR to borrow under the facility. The loan matures April 8, 2012, and is not rated by Moody's and Standard & Poor's. The debt is one of the biggest gainers and losers among 187 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Metro-Goldwyn-Mayer, Inc., is an independent, privately held motion picture, television, home video, and theatrical production and distribution company. The Company owns the world's largest library of modern films, comprising approximately 4,000 titles, and over 10,400 episodes of television programming. MGM is owned by an investor consortium, comprised of Providence Equity Partners, TPG Capital, Sony Corporation of America, Comcast Corporation, DLJ Merchant Banking Partners and Quadrangle Group. As reported by the Troubled Company Reporter on Sept. 30, 2009, The New York Post, citing multiple sources, said discussions between debtholders and equity owners on a restructuring of Metro- Goldwyn-Mayer's massive debt load have begun on a contentious note, with both sides threatening to force MGM into bankruptcy in order to gain leverage and extract better terms from the other. Bloomberg also said that MGM is in talks to skip interest payments and restructure $3.7 billion in bank loans. MGM asked creditors to waive $12 million monthly interest payments until Feb. 15, 2010. MICHAELS STORES: Extends Maturity of $900 Million in Loans ---------------------------------------------------------- Michaels Stores, Inc., as lead borrower, and certain of its subsidiaries, on February 18, 2010, entered into an Amended and Restated Credit Agreement to amend various terms of the Company's Credit Agreement, dated as of October 31, 2006, with: * Bank of America, N.A. as administrative agent, and collateral agent, * Wells Fargo Retail Finance, LLC, as syndication agent, * Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A. and Credit Suisse, as co-documentation agents, * General Electric Capital Corporation, UBS Securities LLC and RBS Business Capital, as senior managing agents, * Banc of America Securities LLC, Wells Fargo Retail Finance, LLC and Deutsche Bank Securities Inc., as joint lead arrangers, * Banc of America Securities LLC, Wells Fargo Retail Finance, LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and Credit Suisse, as joint book runners, and * the lenders party thereto. The Amendment provides that, with respect to lenders under the Existing Credit Agreement representing an aggregate amount of $850,000,000 of the tranche A commitments and $50,000,000 of first-in-last-out commitments, the termination date of the asset- based revolving credit facility under the Existing Credit Agreement would be extended from October 31, 2011, to the earlier of: (i) April 15, 2014, (ii) 45 days prior to the maturity date of any class of term loans in the Company's term loan credit facility; and (iii) the date on which the maturity of the obligations is accelerated and the commitments with respect to the Extending Lenders are terminated due to an event of default. The Company said $202 million of commitments of certain of the other Lenders under the Existing Credit Agreement under the Existing Facility will terminate on the earlier of the Existing Maturity Date and the date on which the maturity of the obligations is accelerated and the commitments under the Existing Facility are terminated due to an event of default. The aggregate amount of FILO -- formerly known as tranche A-1 -- commitments has been reduced from $100,000,000 to $50,000,000. Simultaneously with entering into the Amended Credit Agreement, the Company exercised its ability to increase the tranche A commitments in the aggregate amount of $152,000,000. With respect to the Extending Lenders, the interest rates under the Amended Credit Agreement are based on: (i) for LIBO loans for any interest period, at a rate per annum equal to the LIBO rate as determined by the Administrative Agent, for such interest period multiplied by the Statutory Reserve Rate (as defined in the Amended Credit Agreement), plus an applicable margin of (x) 3.00%, 3.25%, 3.50% or 3.75% for tranche A loans and (y) 5.00%, 5.25%, 5.50% or 5.75% for FILO loans, in each case based on Availability for the most recently ended Fiscal Quarter (as defined in the Amended Credit Agreement); and (ii) for prime rate loans, a rate per annum equal to the highest of (a) the variable annual rate of interest then announced by Bank of America, N.A. at its head office as its "prime rate" and (b) the federal funds rate in effect on such date plus 0.50% per annum, or (c) the Adjusted LIBO Rate (calculated utilizing the LIBO Rate for a one -month interest period) plus 1.00% per annum, plus an applicable margin of (x) 2.00%, 2.25%, 2.50% or 2.75% for tranche A loans and (y) 4.00%, 4.25%, 4.50% or 4.75% for FILO loans, in each case based on Availability for the most recently ended Fiscal Quarter. With respect to the Non-Extending Lenders, the interest rates will be the same as set forth under the Existing Credit Agreement. Under the Amended Credit Agreement, in addition to certain customary administrative and other fees, the Loan Parties must pay the Administrative Agent, for the account of the Extending Lenders, an aggregate fee equal to 0.625% per annum of the average daily balance of the Extending Lenders' unused loan commitments during the Fiscal Quarter just ended (or other relevant period). The fees paid to the Non-Extending Lenders for their unused commitments shall be the same as set forth in the Existing Credit Agreement. Under the Amended Credit Agreement, the Loan Parties must satisfy a pro forma credit availability condition: (i) for each of the 30 consecutive days preceding the Existing Termination Date (or any earlier date on which commitments of the Non-Extending Lenders are voluntarily reduced or terminated) and on a pro forma basis after giving effect to the termination or reduction of the commitments of the Non-Extending Lenders and the repayment of the obligations owed to the Non-Extending Lenders on the Existing Termination Date, Availability of not less than $125,000,000, and (ii) on a projected pro forma basis (on a month-end basis) for each of the six months immediately following, and after giving effect to, the termination or reduction of the commitments of the Non-Extending Lenders and repayment of the obligations owed to the Non-Extending Lenders on the Existing Termination Date, based on projections prepared by the Loan Parties at the time of the Existing Termination Date, Availability of not less than $125,000,000. Except for the periods described, the Loan Parties must not permit Availability at any time to be less than the greater of (i) $75,000,000 and (ii) 10% of the lesser of (a) the then borrowing base under the Amended Credit Agreement or (b) a revolving credit ceiling of $1,102,000,000 -- as reduced or increased in accordance with the terms of the Amended Credit Agreement. "Availability" under the Amended Credit Agreement means the lesser of (a) the Revolving Credit Ceiling minus the outstanding credit extensions and (b) the then borrowing base minus the outstanding credit extensions. A full-text copy of the Amended Credit Agreement is available at no charge at http://ResearchArchives.com/t/s?53b4 Certain lenders under the Amended Credit Agreement have engaged in, or may in the future engage in, transactions with, and perform services for, the Company and its affiliates in the ordinary course of business. About Michaels Stores Irving, Texas-based Michaels Stores, Inc., is North America's largest specialty retailer of arts, crafts, framing, floral, wall d,cor and seasonal merchandise for the hobbyist and do-it-yourself home decorator. As of November 30, 2009, the Company owns and operates 1,027 Michaels stores in 49 states and Canada, and 152 Aaron Brothers stores. As of October 31, 2009, the Company had $1.760 billion in total assets against $4.619 billion in total liabilities, resulting in $2.859 billion in stockholders' deficit. As of October 31, 2009, the Company's cash balance was $49 million. Third quarter debt levels declined $272 million to $3.911 billion compared to $4.183 billion as of the end of the third quarter of fiscal 2008. Availability under the revolving credit facility was $799 million. During the quarter, the Company also made a $5.9 million amortization payment on its Senior Secured Term Loan. MSGI SECURITY: Could Not File Form 10-Q for December 2009 on Time ----------------------------------------------------------------- MSGI Security Solutions Inc. reported that it could not file its Form 10-Q for the period Dec. 31, 2009, with the Securities and Exchange Commission with the prescribed time period. MSGI Security Solutions, Inc., said net loss for the fiscal first quarter ended Sept. 30, 2009, widened to $3,248,936 from $396,994 for the same period a year ago. The Company reported $0 revenue. At September 30, 2009, the Company had total assets of $1,773,652 against total liabilities of $16,635,939. At June 30, 2009, the Company had total assets of $2,046,211 against total liabilities of $15,099,057. The Company had stockholders' deficit of $14,862,287 at September 30, from $13,052,846 at June 30. About MSGI Security MSGI Security Solutions, Inc. (Other OTC: MSGI) -- http://www.msgisecurity.com/-- is a provider of proprietary solutions to commercial and governmental organizations. The Company is developing a global combination of innovative emerging businesses that leverage information and technology. The Company is headquartered in New York City where it serves the needs of counter-terrorism, public safety, and law enforcement and is developing new technologies in nanotechnology and alternative energy as a result of its recently formed relationship with The National Aeronautics and Space Administration (NASA). MXENERGY HOLDING: Swings to $18.22MM Income in Dec. 31 Quarter -------------------------------------------------------------- MXenergy Holdings Inc. posted net income of $18.22 million for the three months ended Dec. 31, 2009, compared with a net loss of $20.16 million for the same period a year ago. At Dec. 31, 2009, the Company's assets were at $222.96 million, and debts were at $142.01 million, resulting to a $80.95 million stockholders' equity for Dec. 31, 2009. As of June 30, 2009, the company relied on these credit and commodity hedging arrangements to provide the liquidity necessary for operation of its natural gas and electricity businesses: * The Revolving Credit Facility was used primarily to post letters of credit required to effectively operate within the markets that the Company serves; * The Hedge Facility was used as its primary facility to economically hedge variability in the cost of natural gas; and * Commodity derivative arrangements with various counterparties were used to economically hedge variability in the cost of electricity. A sharp drop in natural gas market prices during the six months ended December 31, 2008, resulted in a significant reduction in the natural gas inventory component of the available borrowing base under the Revolving Credit Facility. The reduced borrowing base strained our ability to post letters of credit as collateral with suppliers and hedge providers, caused defaults of certain financial covenants included in the agreement that governed the Revolving Credit Facility, prompted downgrades in our credit ratings and ultimately resulted in our seeking and obtaining material waivers of debt covenants and defaults and amendments to the agreement that governed the Revolving Credit Facility and the Hedge Facility. The amendments had significant impacts on our liquidity position and on our operations during fiscal year 2009 and during the first quarter of fiscal year. Given the negative conditions in the economy generally and the credit markets in particular, there was substantial uncertainty that we would be able to secure a refinancing of the Revolving Credit Facility without a material restructuring of our debt and equity position. On September 22, 2009, the Company consummated the Restructuring, which was intended to reduce the Company's debt exposure and interest expense, improve our liquidity and improve our financial and operational flexibility in order to allow the Company to compete more effectively. As a result of the Restructuring, we significantly decreased our outstanding debt obligations, which will result in lower debt service requirements for fiscal year 2010 and future years. In addition, the Revolving Credit Facility and Hedge Facility were replaced by the Commodity Supply Facility, which provides us with a stable source of liquidity for a minimum of three years with an investment grade counterparty. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?53a1 About MXenergy MXenergy Holdings Inc. was founded in 1999 as a retail energy marketer. The two principal operating subsidiaries of Holdings are MXenergy Inc. and MXenergy Electric Inc. which are engaged in the marketing and supply of natural gas and electricity, respectively. Holdings and its subsidiaries operate in 39 market areas located in 14 states in the United States and in two Canadian provinces. This concludes the Troubled Company Reporter's coverage of MXenergy Holdings until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. * * * According to the Troubled Company Reporter on Oct. 1, 2009, Moody's Investors Service changed MXenergy Holdings Inc.'s Probability of Default Rating to Ca/LD from Ca. The rating action reflects MXenergy's recently completed private exchange offer for its floating rate senior notes due 2011. Moody's views the culmination of the exchange offer as a distressed exchange. NATIONAL BEEF: S&P Raises Corporate Credit Rating to 'BB-' ---------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its corporate credit rating on National Beef Packing Co. LLC to 'BB-' from 'B+' and took all ratings on the company off CreditWatch with positive implications where they were placed on Dec. 9, 2009. The outlook is stable. Subsequently, Standard & Poor's withdrew its 'BB-' corporate credit rating on National Beef at the company's request, and withdrew its 'B-' senior unsecured and '6' recovery ratings on the company's $160 million senior unsecured notes due 2011, as this debt has been repaid. National Beef had approximately $300 million of funded debt as of Nov. 28, 2009. The upgrade was based on the company's improved financial performance and liquidity in recent years. National Beef's total debt to EBITDA was 1.2x for the 12 months ended Nov. 28, 2009, compared with 4.9x for fiscal 2007 (period ending Aug. 25, 2007). The company has also maintained solid liquidity and good free cash flow generation in recent years, which it used primarily for debt reduction. Ratings List Upgraded; Ratings off CreditWatch Pos; Outlook Stable National Beef Packing Co. LLC To From -- ---- Corporate credit rating BB-/Stable/-- B+/Watch Pos/-- Ratings Withdrawn To From -- ---- Corporate credit rating NR BB-/Stable/-- Senior unsecured NR B- Recovery rating NR 6 NBTY INC: Moody's Changes Outlook to Positive; Keeps 'Ba2' Ratings ------------------------------------------------------------------ Moody's Investors Service changed NBTY, Inc.'s rating outlook to positive from stable. All existing ratings are affirmed. The change in outlook to positive reflects NBTY's very strong operating performance that has driven notable improvement in credit metrics and a strengthening of liquidity. NBTY's current Ba2 Corporate Family Rating reflects its very good liquidity, solid market position, portfolio of well known brands, and healthy profitability. The rating also considers NBTY's solid credit metrics and the healthy growth that the vitamin, mineral, and nutritional supplement segment is currently experiencing due to an increasing number of Americans over the age of fifty. However, these positive attributes are constrained by NBTY's acquisition strategy and its concentration in the VMNS segment. Moody's believes that the VMNS segment is exposed to potential sales and earnings volatility due to the risk of adverse publicity and for potential product recalls. The positive outlook reflects Moody's expectation that NBTY credit metrics will further improve due to debt repayments, which could warrant a higher rating over time. These ratings are affirmed and LGD point estimates changed: -- Corporate Family Rating at Ba2, -- Probability of Default Rating at Ba2; -- $300 million senior secured term loan at Ba1 (LGD 2, 28%); -- Senior subordinated notes at B1 (LGD 6, 90% from LGD 6, 91%). The last rating action on NBTY was on July 9, 2008 when the company's Ba2 Corporate Family Rating was affirmed and the rating outlook was changed from positive to stable. NBTY, Inc., headquartered in Ronkonkoma, New York, is a leading global vertically-integrated manufacturer, marketer, and retailer of vitamin, mineral, and nutritional supplements in the United States and throughout the world. The company operates over 1,500 stores in the US, Canada, and Europe. Revenues are about $2.7 billion. NEIMAN MARCUS: Bank Debt Trades at 11% Off in Secondary Market -------------------------------------------------------------- Participations in a syndicated loan under which Neiman Marcus Group, Inc., is a borrower traded in the secondary market at 89.32 cents-on-the-dollar during the week ended Friday, Feb. 19, 2010, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 0.85 percentage points from the previous week, The Journal relates. The Company pays 200 basis points above LIBOR to borrow under the facility. The bank loan matures on April 6, 2013, and carries Moody's B3 rating and Standard & Poor's BB- rating. The debt is one of the biggest gainers and losers among 187 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Neiman Marcus Group, Inc., headquartered in Dallas, Texas, operates 40 Neiman Marcus stores, 2 Bergdorf Goodman stores, 27 clearance centers, and a direct business. Total revenues are about $3.9 billion. The Company carries a 'Caa1' Corporate Family Rating and 'Caa1' Probability of Default Rating from Moody's Investors Service. NEVIOT REALTY: Section 341(a) Meeting Scheduled for March 19 ------------------------------------------------------------ The U.S. Trustee for Region 2 will convene a meeting of creditors in Neviot Realty Holdings, LLC's Chapter 11 case on March 19, 2010, at 2:30 p.m. The meeting will be held at the Office of the United States Trustee, 80 Broad Street, Fourth Floor, New York, NY 10004-1408. 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. New York-based Neviot Realty Holdings, LLC, filed for Chapter 11 bankruptcy protection on February 11, 2010 (Bankr. S.D.N.Y. Case No. 10-10705). Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. NEW ORIENTAL: Posts $1.6-Mil. Net Loss in Q3 Ended Dec. 31 ---------------------------------------------------------- New Oriental Energy & Chemical Corp. and subsidiaries reported a net loss of $1,616,408 for the three months ended December 31, 2009, as compared to a net loss of $2,130,827 for the three months ended Decenber 31, 2008. This decrease was mainly due to the decrease in production cost as compared to the same period in 2008. Cost of goods sold decreased 28.87% to $8,515,088 for the three months ended December 31, 2009, as compared to $11,971,384, for the three months ended December 31, 2008. Revenues for the three months ended December 31, 2009, were $8,770,449, as compared to $10,614,481 in the prior year. Nine Months Results The Company reported a net loss of $7,940,922 for the nine months ended December 31, 2009, compared to a net loss of $1,858,266 for the nine months ended December 31, 2008. Revenues for the nine months ended December 31, 2009, were $24,704,321, as compared to $40,533,491 in the same period in the prior year. Balance Sheet At December 31, 2009, the Company's consolidated balance sheets showed total assets of $60,295,408, total liabilities of $54,209,808, and total stockholders' equity of $6,085,600. The Company's consolidated balance sheets at December 31, 2009, also showed strained liquidity with $11,237,609 in total current assets available to pay $49,963,676 in total current liabilities. A full-text copy of the Company's quarterly report is available at no charge at http://researcharchives.com/t/s?53a9 Going Concern The Company had a net loss of $7,940,922 for the nine months ended December 31, 2009, and has a working capital deficit of $38,726,067 at December 31, 2009. The Company will need to obtain additional financing to continue operations beyond 2009. Its primary source of capital is cash generated from operations as well as through loans. If the Company is unable to obtain additional financing, it will not be able to sustain its operations and would likely be required to cease its operations. The major shareholder has committed to provide financial assistance of RMB 50 million to 80 million (approximately $7.3 million to $11.7 million) over the next few years, if necessary. On January 4, 2010, the Company obtained a short-term bank loan for RMB 16 million (approximately $2.34 million) with an interest rate of 10.08% per annum from Xinyang Commercial Bank, which is due on January 4, 2011. About New Oriental New Oriental Energy & Chemical Corp. (NASDAQ: NOEC) -- http://www.neworientalenergy.com/-- was incorporated in the State of Delaware on November 15, 2004. The Company is an emerging coal-based alternative fuels and specialty chemical manufacturer based in Henan Province, in The Peoples's Republic of China. The Company's core products are urea and other coal-based chemicals primarily utilized as fertilizers. All of the Company's sales are made through a network of distribution partners in the PRC. NIELSEN COMPANY: Bank Debt Trades at 5% Off in Secondary Market --------------------------------------------------------------- Participations in a syndicated loan under which The Nielsen Company B.V. is a borrower traded in the secondary market at 94.63 cents-on-the-dollar during the week ended Friday, Feb. 19, 2010, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 0.57 percentage points from the previous week, The Journal relates. The Company pays 225 basis points above LIBOR to borrow under the facility. The bank loan matures on Aug. 9, 2013, and carries Moody's Ba3 rating and Standard & Poor's B+ rating. The debt is one of the biggest gainers and losers among 187 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Active in approximately 100 countries, with headquarters in Haarlem, The Netherlands and New York, USA, The Nielsen Company B.V. is a global information and media company. Nielsen Company carries a 'B2' long term corporate family rating from Moody's, 'B' issuer credit rating from standard & Poor's, and 'B' issuer default rating from Fitch. NOAH LLC: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------ Debtor: Noah, LLC dba Candlewood Suites 6450 N. Academy Blvd. Colorado Springs, CO 80918 Bankruptcy Case No.: 10-13030 Chapter 11 Petition Date: February 18, 2010 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Sidney B. Brooks Debtor's Counsel: Jeffrey Weinman, Esq. 730 17th St., Ste. 240 Denver, CO 80202 Tel: (303) 572-1010 Email: jweinman@epitrustee.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 3 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cob10-13030.pdf The petition was signed by Jannie Richardson, manager of the company. NORTH BAY: Files Schedules of Assets & Liabilities -------------------------------------------------- North Bay Village, LLC, has filed with the U.S. Bankruptcy Court for the Middle District of Florida its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $10,156,079 B. Personal Property $2,085,487 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $23,342,895 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $749,497 ----------- ------------ TOTAL $12,241,567 $24,092,392 Tampa, Florida-based North Bay Village LLC -- dba North Bay Village - MM, Inc., and Pelican Bay/Limetree, LLC -- filed for Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. M.D. Fla. Case No. 10-03090). Steven M. Berman, Esq., at Shumaker, Loop & Kendrick, LLP, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. NORTH BAY: Section 341(a) Meeting Scheduled for April 8 ------------------------------------------------------- The U.S. Trustee for Region 21 will convene a meeting of creditors in North Bay Village, LLC's Chapter 11 case on April 8, 2010, at 1:30 p.m. The meeting will be held at United States Courthouse Federal Building, 2110 First Street 2-101, Fort Myers, FL 33901. 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. Tampa, Florida-based North Bay Village LLC -- dba North Bay Village - MM, Inc., and Pelican Bay/Limetree, LLC -- filed for Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. M.D. Fla. Case No. 10-03090). Steven M. Berman, Esq., at Shumaker, Loop & Kendrick, LLP, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities in its petition. NORTH BAY: Gets Interim OK to Hire Shumaker Loop as Bankr. Counsel ------------------------------------------------------------------ North Bay Village, LLC, sought and obtained interim authorization from the Hon. Alexander L. Paskay of the U.S. Bankruptcy Court for the Middle District of Florida to employ Steven M. Berman, Esq., and Shumaker, Loop & Kendrick, LLP, as bankruptcy counsel, nunc pro tunc to February 13, 2010. Shumaker Loop will: a. give the Debtor legal advice with respect to its duties and powers as Debtor; b. prepare the necessary motions, notices, pleadings, petitions, schedules, answers, orders, reports and other legal papers required in this Chapter 11 case; c. draft a Chapter 11 Plan and to proceed to confirmation of the same; and d. perform all other legal services for the Debtor which may be necessary herein. The Debtor wants to employ Shumaker Loop under a general retainer due to the extensive legal services required. The Debtor has paid the firm a retainer of $225,00. The Debtor assures the Court that Shumaker Loop is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. * * * The Bankruptcy Court has approved, on an interim basis, the Debtor's employment of Steven M Berman and Shumaker Loop & Kendrick LLP as counsel pursuant to 11 U.S.C. Section 327 and subject to the guidelines on the compensation of professionals under 11 U.S.C. Sections 328, 329, 330 and 331, nunc pro tunc to the date of the petition. Judge Paskay has set a final hearing for March 25, 2010, at 9:00 a.m. on the appointment of Shumaker Loop as bankruptcy counsel. About North Bay Village Tampa, Florida-based North Bay Village LLC -- dba North Bay Village - MM, Inc., and Pelican Bay/Limetree, LLC -- filed for Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. M.D. Fla. Case No. 10-03090). Steven M. Berman, Esq., at Shumaker, Loop & Kendrick, LLP, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. NORTHERN 120: Unsecured Claims Get Pro Rata Share from Funding -------------------------------------------------------------- Northern 120, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona a Disclosure Statement explaining its Plan of Reorganization dated as of February 3, 2010. The Debtor will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the Disclosure Statement, the Plan proposes to give secured creditors with an interest in the Northern Real Property the opportunity to be paid in full on their allowed secured claims immediately, or to remain as investors under new notes, and with an opportunity to share in the potential upside of the development. In addition, the Plan will result in the unsecured creditors receiving a substantial payout. General unsecured claims ($33,365) will share pro rata in the sum of $200,000. The interest holders will arrange for the infusion of the $200,000 into the Reserve Account for the payment of this Class. Creditors holding claims in this class that also hold guarantor claims against the interest holders may participate in the additional pro rata distribution of $200,000, if they agree to release the interest holders from any liability. The share of this sum a qualifying claimant is entitled to will be the same as that claimant's proportional interest under the Old Northern Note. The Plan will be implemented by the retention of its existing management. This implementation will also include the management and disbursement of the funds infused by the interest holders. The interest holders, through a payment from their funding source made for their benefit, will place $200,000 in escrow in the trust account of the Debtor's bankruptcy counsel by within 15 days prior to the final hearing on confirmation of the Debtor's Plan. These funds will become a part of the estate and fund the obligations, including the Reserve Account, at confirmation. These funds will only be available to, and become a part of, the estate as of confirmation. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/Northern120_DS.pdf Phoenix, Arizona-based Northern 120, LLC, is a limited liability company engaged in the business of owning and developing real property in the State of Arizona. The Company filed for Chapter 11 bankruptcy protection on November 5, 2009 (Bankr. D. Ariz. Case No. 09-28417). Mark W. Roth, Esq., at Polsinelli Shughart P.C. assists the Company in its restructuring efforts. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. NOWAUTO GROUP: Could Not File Dec. 31 Quarter Report on Time ------------------------------------------------------------ NowAuto Group Inc. said it could not timely file its quarterly results with the Securities and Exchange Commission saying that additional internal projects required resources that caused a short delay. NowAuto Group, Inc. operates three buy-here-pay-here used vehicle dealerships in Arizona. The Company manages all of its installment finance contracts and purchases installment finance contracts from a select number of other independent used vehicle dealerships. * * * As reported by the Troubled Company Reporter on December 9, 2009, NowAuto Group disclosed in a regulatory filing it was not in compliance with two covenants under an $11.5 million revolving credit agreement with a private equity fund as of September 30, 2009. The revolving credit agreement requires the Company to maintain a tangible net worth of at least $2,000,000 and a leverage ratio that total liabilities cannot exceed four times the tangible net worth. However, management believes they have a positive relationship with the independent finance company and does not expect any collection activity as a result of the defaults. At September 30, 2009, the Company had a $10.7 million line of credit balance under the agreement. Interest rate on the line of credit agreement is at prime plus 6% (9.25% at September 30, 2009). The credit agreement is secured by the lease contracts it agrees to fund, as well as the underlying vehicle. The funds advanced under the line of credit are based upon the contract price and vary per contract, at the discretion of the lender. Substantially all the sales-type lease contracts financed require our customers to make their monthly payments directly to the finance company via ACH (automatic account withdrawal). The Company retains ownership of the contracts and is active in the collection of delinquent accounts from the contracts. The line of credit matures and renews annually on February 6th. At inception, March 31, 2006, the Company's credit limit was $3,000,000. This limit has been expanded by the lender to its current $11,500,000 limit. The interest rate is at the prime lending rate plus 6% (9.25% at September 30, 2009). At September 30, 2009, the Company had $4,219,625 in total assets against $11,180,911 in total liabilities, resulting in stockholders' deficit of $6,961,286. Considering the Company's current working capital position management estimates that the current cash position will not be adequate to meet cash requirements for the next 12 months and that additional draws will need to be made against the line of credit to fund operations. Subsequent to September 30, 2009, the Company has been allowed to take additional draws under the revolving credit agreement. The Company's independent registered public accountants issued a going concern opinion on the consolidated financial statements of the Company for the year ended June 30, 2009. OMNIRELIANT HOLDINGS: Posts $4.98-Mil. Net Loss in Q2 Ended Dec 31 ------------------------------------------------------------------ OmniReliant Holdings, Inc., and subsidiaries reported a net loss of $4,978,803 during the three months ended December 31, 2009, compared to income of $1,052,171 during the three months ended December 31, 2008. Product sales increased $8,726,052 to $9,793,676 for the three months ended December 31, 2009, compared to $1,067,624 for the three months ended December 31, 2008. Abazias, Inc. and Designer Liquidator, Inc. contributed $1,371,139 and $1,740,677, respectively, of this increase. Loss from operations increased 6.3% to $1,306,862 during the three months ended December 31, 2009, from a loss of $1,229,389 during the same period of 2008. Other expense, net was $3,851,910 for the three months ended December 31, 2009, compared with other income, net of $2,235,478 for the corresponding period in 2008. Other income and expense include fair value adjustments related to the Company's derivative financial instruments, interest expense and income, extinguishments and impairments, etc. During the three months ended December 31, 2009, the Company recorded impairment charges aggregating $1,591,704 associated with one investment carried as an available for sale investment and one investment carried as an equity investment. The Company recorded a derivative expense of $675,671 during the three months ended December 31, 2009, compared to derivative income of $2,303,036 for the three months ended December 31, 2008. Income generated from interest on notes receivable from investees increased $12,132 to $48,995 during the three months ended December 31, 2009, compared to $36,863 for the three months ended December 31, 2008. The increase is attributable to higher balances of notes receivable. During the quarter ended December 31, 2009, the Company exchanged $3,429,000 principal amount of notes receivable for an intangible asset. As a result, interest income is expected to decline in the ensuing quarterly periods. The Company holds investments accounted for under the equity method. The Company's pro rata share of net loss and related book adjustments in these investments equaled $1,529,570 for the three months ended December 31, 2009. The Company reported no similar balances during the quarter ended December 31, 2008. Six Months Results The Company reported a net loss of $20,746,592 on product sales of $17,421,537 for the six months ended December 31, 2009, compared to net income of $2,947,577 on product sales of $1,171,258 for the same period of 2008. Balance Sheet At December 31, 2009, the Company's consolidated balance sheets showed total assets of $41,210,357, total liabilities of $28,776,319, redeemable preferred stock of $4,946,910, and total equity of $7,487,128. The Company's consolidated balance sheets at December 31, 2009, also showed strained liquidity with $10,866,837 in total current assets available to pay $26,838,927 in total current liabilities. A full-text copy of the Company's quarterly report is available for free at http://researcharchives.com/t/s?53a4 Going Concern Doubt The Company has incurred operating losses of $1,306,862 and $3,339,333 during the three and six months ended December 31, 2009, respectively and net losses of $4,978,803 and $20,746,592 during the three and six months ended December 31, 2009 ,and 2008, respectively. During the six months ended December 31, 2009, the Company used cash of $2,905,070 in operating activities, which amount was net of impairments of the Company's investments of $1,591,704 and the Company's proportionate equity in losses of $1,634,242, among other items. Further, the Company has a net working capital deficiency of $15,972,090 on December 31, 2009. Since the Company's inception, it has been dependent upon funds raised through the sale of preferred and common stock and warrants to sustain the Company's operations. "These conditions raise substantial doubt about our ability to continue as a going concern for a reasonable period." Cash and cash equivalents amounted to $3,991,837 as of December 31, 2009, compared to $2,005,702 at June 30, 2009. Net working capital declined as a result of the Company's Series F Preferred Stock and Warrant Financing Arrangement, proceeds from which were used to purchase current assets. About OmniReliant Holdings Based in Clearwater, Florida, OmniReliant Holdings, Inc. (OTC Bulletin Board: ORHI) -- http://www.omnireliant.com/-- is a holding company engaged, through its wholly and partially owned subsidiaries, and its investee companies, in the creation, design, distribution, and sale of affordable products and make these products available to U.S. and international consumers through direct response infomercials, live shopping networks, ecommerce, direct mail and traditional retail channels. During the six months ended December 31, 2009, the Company completed two significant business acquisitions. On July 31, 2009, the Company acquired the assets and assumed certain liabilities of Designer Liquidator, Inc. in exchange for 100,000 shares of common stock and cash of $150,000. Designer is engaged in the manufacture and wholesale distribution of brand-name apparel and the retail sale of other accessories. On August 27, 2009, the Company completed its acquisition of the outstanding common stock of Abazias, Inc. in exchange for 13,000,000 shares of its newly designated Series E Convertible Preferred Stock. Abazias is an online retailer of high quality loose diamonds and fine jewelry settings for diamonds. ORLEANS HOMEBUILDERS: Defaults on $350-Mil. Credit Facility ----------------------------------------------------------- Orleans Homebuilders, Inc., disclosed that it is working bank lenders to obtain a maturity extension of its Second Amended and Restated Revolving Credit Loan Agreement dated September 30, 2008, as amended from time-to-time. Any extension or similar modification or accommodation under the Credit Facility requires the consent of 100% of the approximately 17 bank lenders. However, the Company and its lenders under the Credit Facility were not able to obtain the necessary bank approvals to extend the maturity of the Credit Facility pursuant to the non-binding term sheet agreed to by the Company with certain lenders on December 3, 2009. The Company and its lenders were also unable to agree on any temporary modification of, or other accommodation under, the Credit Facility. As a result, the final maturity of the Credit Facility occurred on February 12, 2010, and the Company is now in default, which entitles the lenders to all rights available to senior secured creditors. The Company does not have sufficient funds to repay the amounts outstanding under the Credit Facility. The Company also noted that it was continuing to consider certain options for new or modified funding sources to continue normal operations, including in connection with an in-court or out-of-court restructuring of the Company's liabilities; continuing its negotiations regarding a sale or recapitalization of the Company; or obtaining a temporary modification of, or other accommodation under, the Credit Facility. However, there can be no assurance that the Company will be able to consummate any transaction on terms acceptable to it or the senior secured lenders, or that any such transaction would provide any value for either the Company's unsecured creditors or its equity holders. The Company intends to act promptly to resolve its financing issues, although there can be no assurance that the Company will be able to do so at all or on a timely basis. About Orleans Homebuilders Orleans Homebuilders, Inc. develops, builds and markets high- quality single-family homes, townhouses and condominiums. The Company serves a broad customer base including first-time, move- up, luxury, empty nester and active adult homebuyers. The Company currently operates in the following eleven distinct markets: Southeastern Pennsylvania; Central and Southern New Jersey; Orange County, New York; Charlotte, Raleigh and Greensboro, North Carolina; Richmond and Tidewater, Virginia; Chicago, Illinois; and Orlando, Florida. T he Company's Charlotte, North Carolina operations also include adjacent counties in South Carolina. About Ichan Enterprises Icahn Enterprises L.P., a master limited partnership, is a diversified holding company engaged in five primary business segments: Investment Management, Automotive, Metals, Real Estate and Home Fashion. In January 2010, Moody's Investors Service affirmed the Ba3 Corporate Family Rating of Icahn Enterprises L.P. and assigned Ba3 ratings to $2 billion of new senior unsecured notes being issued by the company. The new debt is being offered in two tranches due in 2016 and 2018. The outlook on the ratings remains negative. OSI RESTAURANT: Bank Debt Trades at 12% Off in Secondary Market --------------------------------------------------------------- Participations in a syndicated loan under which OSI Restaurant Partners, Inc., is a borrower traded in the secondary market at 88.29 cents-on-the-dollar during the week ended Friday, Feb. 19, 2010, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 0.71 percentage points from the previous week, The Journal relates. The Company pays 225 basis points above LIBOR to borrow under the facility. The bank loan matures on May 9, 2014, and carries Moody's B3 rating and Standard & Poor's B+ rating. The debt is one of the biggest gainers and losers among 187 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. OSI Restaurant Partners, Inc., is the #3 operator of casual-dining spots (behind Darden Restaurants and Brinker International), with more than 1,400 locations in the U.S. and 20 other countries. Its flagship Outback Steakhouse chain boasts more than 950 locations that serve steak, chicken, and seafood in Australian-themed surroundings. OSI also operates the Carrabba's Italian Grill chain, with about 240 locations. Other concepts include Bonefish Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise. Most of the restaurants are company owned. A group led by chairman Chris Sullivan took the company private in 2007. As reported by the Troubled Company Reporter on Feb. 24, 2009, Moody's Investors Service downgraded OSI Restaurant's Probability of Default rating to Ca from Caa1 and lowered the rating on its $550 million 10% senior unsecured notes to C from Caa3. Moody's also placed OSI's Corporate Family and senior secured ratings on review for possible downgrade. The review was prompted by the recent announcement that OSI continues to experience a substantial decline in earnings and store traffic to levels worse than Moody's previously expected. The company also announced that it will likely need to take an impairment charge of between $480 and $540 million for goodwill due to a reduction in its projected results for future periods as a result of poor overall economic conditions. OTTER TAIL: Earns $4.6 Million in Q1 Ended December 31 ------------------------------------------------------ Otter Tail Ag Enterprises, LLC, reported net income of $4.6 million for the three months ended December 31, 2009, compared to a net loss of $2.4 million for the same period of 2008. For the three months ended December 31, 2009, the Company had revenues of $29.3 million, compared to $25.5 million for the three months ended December 31, 2008. The increase in revenues was due to an increased price received for the Company's ethanol production. The increase in net income was primarily the result of the improved margin situation in the ethanol industry during the second half of fiscal 2009 which continued in the first quarter of fiscal 2010. Balance Sheet At December 31, 2009, the Company's balance sheets showed total assets of $108.5 million, total current liabilities of $88.9 million, and total members' equity of $19.6 million. As of December 31, 2009, the Company had current liabilities of $88.9 million consisting primarily of accounts payable, line of credit, and outstanding debt. A full-text copy of the Company's quarterly report is available at no charge at http://researcharchives.com/t/s?53b3 Bankruptcy Update/Liquidity Concerns On October 30, 2009, the Company filed a voluntary petition for relief in the United States Bankruptcy Court, District of Minnesota under Chapter 11 of the Code. The Company's Chapter 11 bankruptcy filing was made with the approval of the Company's senior lenders. Based on the Company's operating plan, its existing working capital is not sufficient to meet the cash requirements to fund its planned operating expenses, capital expenditures, and working capital requirements through September 30, 2010, without additional sources of cash and/or the deferral, reduction, or elimination of significant planned expenditures. Currently, the Company has no commitments to obtain additional capital, and there can be no assurance that financing will be available in amounts or on terms acceptable to the Company, if at all. If the Company cannot obtain sufficient additional funding, it will be forced to significantly curtail its operations or cease operations. Subsequent to quarter end, the Company entered into term sheets for exit financing with the Agstar and MMCDC New Markets Fund II, LLC ("NMF"). The exit financing term sheet with Agstar modifies the Construction Term Loan and Construction Term Revolving Note, combining them into one term note, in the amount of $35,000,000 which will mature on June 1, 2013. Additionally, the exit financing term sheet modifies the Revolving line of credit loan to a 364 day revolving credit facility in an amount not to exceed the lesser of 75% of eligible accounts receivable and inventory or $4,000,000 and will mature 364 days following the effective date of the plan. These term sheets are contingent upon certain requirements, such as a confirmation order confirming the plan, payments of certain accrued regular interest, establishment of a debt reserve account equivalent to six months interest and obtaining subscription letters of up to $12,000,000. About Otter Tail Based in Fergus Falls, Minnesota, Otter Tail AG Enterprises, LLC -- http://www.ottertailethanol.com/-- owns and operates a nameplate capacity 55 million gallon annual production plant of undenatured ethanol in Fergus Falls, Minnesota. The Company processes approximately 20 million bushels of corn into approximately 55 million gallons of ethanol each year. In addition, the Company sells distillers grains, a principal co- product of the ethanol production process. The Company filed for Chapter 11 relief on Oct. 30 (Bankr. D. Minn. Case No. 09-61250). The petition listed assets of $66.4 million against $86 million in debt, nearly all secured. The largest secured creditor is AgStar Financial Services, owed $40.9 million. PALISADES PARK: PRIF & P II Wants to Bar Cash Collateral Use ------------------------------------------------------------- PRIF II Chemtek, LLC, and P II River Vale GC Funding, LLC have asked the U.S. Bankruptcy Court for the District of New Jersey to prevent Palisades Park Plaza North, Inc., from using their cash collateral. P II is the holder of the first and second mortgages against the Golf Course Property pursuant to certain Mortgage and Security Agreements dated November 1, 2006, and May 31, 2007, respectively. To further secure their obligations under the P II Loan Documents, the Debtors executed a Mortgage and Security Agreement dated November 1, 2006, granting P II a mortgage lien on the Development Property subordinate to PRIF's first mortgage. As of February 1, 2010, P II was owed $14,202,652.62 pursuant to the terms of the P II Loan Documents. PRIF is the holder of a first mortgage against the Development Property pursuant to a certain Mortgage, Assignment of Leases and Rents and Security Agreement dated November 1, 2006. To further secure their obligations under the PRIF Loan Documents, the Debtors executed a Fee and Leasehold Mortgage, Assignment of Leases and Rents and Security Agreement dated November 1, 2006, granting PRIF a mortgage lien on the Golf Course Property, which is subordinate to P II's Mortgages. As of February 1, 2010, PRIF was owed $7,000,761.10 pursuant to the terms of the PRIF Loan Documents. PRIF commenced a foreclosure proceeding in the Superior Court of New Jersey, Bergen County, Chancery Division when the Debtor refused to cure it monetary defaults on February 28, 2008. In connection with the foreclosure proceeding, on August 22, 2008, Stephen Sinisi, Esq., was appointed by the Superior Court as receiver (the Receiver) for the Mortgaged Property. The Receiver has been responsible for all aspects of the day-to-day management and operation of the Mortgaged Property, including the collection of all receipts and income from the operation of the Golf Course Property. On June 23, 2009, the Superior Court entered a Final Judgment of Foreclosure against the Debtors and in favor of PRIF in the amount of $6,633,906.09, together with interest to be computed from March 20, 2009. On October 20, 2009, the Court entered an Amended Writ of Execution. The foreclosure sale was originally scheduled for October 23, 2009, and was subsequently adjourned to February 5, 2010. The funds in the Receiver's custody constitute the Mortgagees' assets, not the assets of the Debtors and, therefore, the Receiver is under no obligation to release the funds to the Debtors. In the event that the Court would determine that the income constitutes assets of the Debtors' estate, P II and PRIF ask that the Receiver be excused from compliance. The Debtors' sole source of income is derived from the Mortgaged Property, which is subject to the absolute Assignment of Rents in favor of the Mortgagees. Those receipts and income, according to P II and PRIF aren't property of the Debtors' estates and cannot be used by the Debtors to fund their purported reorganization effort. P II and PRIF say that those funds are also unavailable for the benefit of creditors, and that the Receiver has been utilizing the income and receipts to pay the operating expenses of the Golf Course Property in the ordinary course. P II and PRIF want the Receiver to remain in possession and control of the Mortgaged Property and continue to collect income during the pendency of these bankruptcy cases. RIF II and P II are represented by Cole, Schotz, Meisel, Forman & Leonard, P.A. River Vale, New Jersey-based Palisades Park Plaza North, Inc., filed for Chapter 11 bankruptcy protection on February 5, 2010 (Bankr. D. N.J. Case No. 10-13394). Vincent F. Papalia, Esq., at Saiber, LLC, 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. PARK SHOPPING: Case Summary & 16 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Park Shopping, Ltd. P.O. Box 273760 Boca Raton, FL 33427 Bankruptcy Case No.: 10-13892 Chapter 11 Petition Date: February 18, 2010 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Erik P. Kimball Debtor's Counsel: Bradley S. Shraiberg, Esq. 2385 NW Executive Center Dr. #300 Boca Raton, FL 33431 Tel: (561) 443-0801 Fax: (561) 998-0047 Email: bshraiberg@sfl-pa.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 16 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/flsb10-13892.pdf The petition was signed by HHH Park Inc., general partner of the Company. PATIENT SAFETY: Registers 6.15MM Shares Under Option Plan, Deals ---------------------------------------------------------------- Patient Safety Technologies, Inc., filed with the Securities and Exchange Commission a Form S-8 Registration Statement under the Securities Act of 1933 to register 6,150,000 shares of common stock issuable under the Company's 2009 Stock Option Plan and Non- Plan Stock Option Agreements with four of the Company's officers. A full-text copy of the Registration Statement is available at no charge at http://ResearchArchives.com/t/s?53a5 In January, Patient Safety said Howard E. Chase will assume the role of Chairman of the Board of Directors of the Company. Mr. Chase replaces Steven H. Kane, who has resigned as Chairman to more fully focus his efforts on fulfilling his role as President and Chief Executive Officer of the Company. Eugene A. Bauer, MD, and William M. Hitchcock were also appointed to Patient Safety's Board. On December 31, 2009, Patient Safety entered into a sublease with Reliance Life Sciences, Inc. for 5,670 square feet of office space located at 5 Caufield Place, Newtown, Pennsylvania, to serve as Patient Safety's principal administrative headquarters. Patient Safety said it will continue to maintain its premises in Temecula, California, and will gradually transition operations to its new administrative headquarters in Pennsylvania upon effectiveness of the Sublease. The term of the Sublease was to begin on the later of (i) January 1, 2010 or (ii) the date written consent of the landlord to the Sublease is obtained. The Sublease term will expire April 30, 2013, unless earlier terminated in accordance with the Sublease. In addition to base rent ($11,576.25 per month), Patient Safety will be responsible for certain costs and charges specified in the Sublease, including taxes, utilities, insurance and maintenance costs. About Patient Safety Technologies Patient Safety Technologies, Inc. (OTC: PSTX) -- http://www.surgicountmedical.com/-- through its wholly owned operating subsidiary SurgiCount Medical, Inc., provides the Safety-Sponge(TM) System, a system designed to improve the standard of patient care and reduce health care costs by preventing the occurrence of surgical sponges and other retained foreign objects from being left inside patients after surgery. RFOs are among one of the most common surgical errors. At September 30, 2009, the Company had $8,297,000 in total assets against $10,190,000 in total liabilities, resulting in stockholders' deficit of $1,893,000. The September 30 balance sheet showed strained liquidity: The Company had $1,893,000 in total current assets against $7,590,000 in total current liabilities. At September 30, 2009, the Company had an accumulated deficit of roughly $53.3 million and a working capital deficit of roughly $5.7 million, of which $2.4 million represents the estimated fair value of warrant derivative liabilities. For the three and nine months ended September 30, 2009, the Company incurred net losses of roughly $3.4 and $10.8 million, respectively. For the nine months ended September 30, 2009 the Company used roughly $3.6 million in cash to fund its operating activities. In its quarterly report on Form 10-Q filed in November 2009, the Company said it believes existing cash resources, combined with projected cash flow from operations, will not be sufficient to fund its working capital requirement for the next 12 months. To continue to operate as a going concern, the Company said it will be necessary to raise additional capital. PATRICA LUNSFORD: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Joint Debtors: Patrica Williams Lunsford Christopher Shawn Lunsford 9435 Penrose Street Frederick, MD 21704 Bankruptcy Case No.: 10-13176 Chapter 11 Petition Date: February 18, 2010 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Thomas J. Catliota Debtors' Counsel: Brett Weiss, Esq. 6301 Ivy Lane, Suite 700 Greenbelt, MD 20770 Tel: (301) 924-4400 Fax: (240) 627-4186 Email: brett@bankruptcylawmaryland.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 $1,470,225 and total debts of $1,639,428. 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/mdb10-13176.pdf The petition was signed by the Joint Debtors. PCS EDVENTURES: Posts $560,835 Net Loss in Q3 Ended Dec. 31 ----------------------------------------------------------- PCS Edventures!.com, Inc. reported a net loss of $560,835 on total revenues of $577,004 for the three months ended December 31, 2009, as compared to a net loss of $567,778 on total revenues of $317,920 for the same period of 2008. PCS Edventures!.com as a separate segment had an increase in sales of approximately $156,622, or 54%, while LabMentors continued to complement the parent Company's growth with an increase in revenues of $102,462 or 373%. Operating expenses for the three-month period ended December 31, 2009 increased by approximately $185,631, or 25%, to $924,700 as compared to operating expenses of $739,069 for the three-month period ended December 31, 2008. This increase was due to unusually high legal expenses in the amount of approximately $322,472 associated with the SEC investigation and Wells Notice responses by the Company and certain of its management. Nine Months Results For the nine months ended December 31, 2009, the Company had a net loss of $1,455,405 on total revenues of $1,841,608, as compared to a net loss of $1,024,586 on total revenues of $2,315,747 for the same period in the prior year. Balance Sheet At December 31, 2009, the Company's consolidated balance sheets showed total assets of $1,381,676, total liabilities of $721,417, and total stockholders' equity of $660,259. A full-text copy of the Company's quarterly report is available for free at http://researcharchives.com/t/s?539d Going Concern Doubt The established sources of revenues are not sufficient to cover the Company's operating costs. Although the Company has positive working capital, it has accumulated significant losses. "The combination of these items raises substantial doubt about its ability to continue as a going concern." About PCS Edventures!.com Boise, Idaho-based PCS Edventures!.com, Inc. (OTC BB: PCSV) -- http://www.edventures.com/-- is engaged in the design, development and delivery of educational learning labs bundled with related technologies and programs to the K-12 market worldwide. The PCS suite of products ranges from hands-on learning labs in technology-rich topics in Science, Technology, Engineering and Math (STEM) to services rich in imagination, innovation, and creativity. PCS programs operate in over 6,000 sites in all 50 United States as well as in 17 countries internationally. PENTON BUSINESS: Terms of Prepackaged Plan of Reorganization ------------------------------------------------------------ Penton Business Media Holdings, Inc., et al., have filed a Joint Prepackaged Plan of Reorganization and disclosure statement with the U.S. Bankruptcy Court for the Southern District of New York. The Debtors will seek approval of their prepackaged Chapter 11 plan of reorganization from the Bankruptcy Court at a confirmation hearing on March 5. Once finalized, the restructuring will result in the elimination of $270 million of the Company's debt. In addition, certain of Penton's existing shareholders have agreed to make a significant new investment in the Company, which will provide additional working capital to fund operations and improve Penton's overall liquidity. The restructuring agreement also provides for an extension of the maturity on the Company's senior secured credit facility through 2014. Copies of the Plan and disclosure statement are available for free at: http://bankrupt.com/misc/PENTON_BUSINESS_ch11plan.pdf http://bankrupt.com/misc/PENTON_BUSINESS_ds.pdf Treatment of Claims Under the Plan, the administrative claims will be paid in cash, in full. Each holder of a priority tax claim will receive cash, in full satisfaction of their claims. With respect to classified claims: Classification Treatment -------------- --------- Class 1 Claims - Priority Claims 100% Recovery; Unimpaired Class 2 Claims - First Lien Term Loan Claims 100% Recovery; Impaired Class 3 Claims - First Lien Revolver Claims 100% Recovery; Impaired Class 4 Claims - Second Lien Claims 15% Recovery; Impaired Class 5 Claims - Other Secured Claims, 100% Recovery; Claims Reinstated; Unimpaired Class 6 Claims - General Unsecured Claims 100% Recovery; Unimpaired Class 7 Claims - Claims Reinstated; 100% Recovery; Intercompany Claims Unimpaired Class 8 Interests - Subsidiary Debtor Equity Interests Claims Reinstated; 100% Recovery; Unimpaired Class 9 Interests - Holdings Equity Interest Extinguished; 0% Recovery Class 10 Interests - Holdings Investor Equity Interests 0% Recovery; Impaired Holders of Class 9 Interests are deemed to have rejected the Plan. If requested by the Debtors, holders of Class 10 Interests will retain such Interests in lieu of receiving certain Stock in connection with Second Lien Lender Elections and the Equity Commitment made by certain of the LLC Shareholders. Otherwise, such Interests will be extinguished. These interest holders are deemed to have accepted the Plan. The Plan has been approved by the requisite number of the Company's lenders and is subject to approval by the Court. Holders of Class 2 Claims, Class 3 Claims, and Class 4 Claims were entitled to vote on the Plan. The Debtors solicited votes on the Plan prepetition. About Penton Media, Inc. As a leading, independent, business-to-business media company, Penton -- http://www.penton.com/-- knows business and how to create and disseminate the vital content that moves markets. Penton serves the information needs of more than six million business professionals every month in industries ranging from Agriculture and Aviation to Electronics, Natural Products, and Information Technology. Headquartered in New York City, the privately held company is owned by MidOcean Partners and U.S. Equity Partners II, an investment fund sponsored by Wasserstein & Co., LP, and its co-investors. Penton Media and its operating subsidiaries filed voluntary petitions to restructure under Chapter 11 of the U.S. Bankruptcy Code on Feb. 10, 2010 (Bankr. S.D.N.Y. Case No. 10-10689). Attorneys at Jones Day serve as bankruptcy counsel. Kurtzman Carson Consultants LLC serves as claims and notice agent. The petition says that assets are $500 million to $1 billion while debts exceed $1 billion. PEOPLES PETROLEUM GROUP: Case Summary & 8 Largest Unsec. Creditors ------------------------------------------------------------------ Debtor: Peoples Petroleum Group Inc. Carr 2 Km 18.3 Bo. Candelaria Toa Baja, PR 00949 Bankruptcy Case No.: 10-01120 Chapter 11 Petition Date: February 18, 2010 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Hector Juan Figueroa Vincenty, Esq. El Bufete Del Pueblo Luisa 61 Apt 1 A San Juan, PR 00907 Tel: (787) 378-1154 Email: hector@elbufetedelpueblo.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 $2,667,200, and total debts of $2,621,067. A full-text copy of the Debtor's petition, including a list of its 8 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/prb10-01120.pdf The petition was signed by Antonio Cruz Domenecit, president of the Company. PHOENIX WORLDWIDE: March 8 Hearing Set for C3 Capital Cash Access ----------------------------------------------------------------- The Hon. Robert A. Mark of the U.S. Bankruptcy Court Southern District of Florida authorized Phoenix Worldwide Industries, Inc., to: -- use cash securing repayment of loan with C3 Capital Partners, L.P., provided that the Debtor may exceed the line item amounts by no more than 10%; and -- grant adequate protection to C3 Capital. The Court will consider further use of cash collateral beyond the period covered at a hearing at U.S. Courthouse, Claude Pepper Federal Building, 51 SW 1st Ave., Miami, Florida, Courtroom 1406, Miami, Florida, on March 8, 2010, at 2:00 p.m. As reported in the Troubled Company Reporter on December 17, 2009, the Debtor related that C3 Capital provided a $500,000 loan and may assert an interest in cash collateral pursuant to a security agreement between C3 Capital and the Debtor. The Debtor would use the cash collateral to meet certain critical obligations, specifically a payment for utility service and an adequate protection payment to the Debtor's mortgagee. The Debtor would also use the cash collateral to pay $24,000 adequate protection payment to Zions First National Bank, and $3,914 to Florida Power & Light. As adequate protection, C3 Capital is granted replacement liens on all postpetition property that is of the same nature and type of its prepetition collateral. Miami, Florida-based Phoenix Worldwide Industries, Inc. -- http://www.phoenixworldwide.com/-- dba Phoenix Worldwide Industries, Inc.- Forensic Vehicle Division and Phoenix IVS Division develops surveillance technologies for government and law enforcement agencies. The Company filed for Chapter 11 on June 29, 2009 (Bankr. S. D. Fla. Case No. 09-23201). Jeffrey P. Bast, Esq., at Bast Amron LLP represents the Debtor in its restructuring efforts. The Debtor has assets and debts both ranging from $10 million to $50 million. PHOENIX WORLDWIDE: Court Extends Plan Filing Period Until March 26 ------------------------------------------------------------------ The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of California extended until March 26, 2010, Phoenix Worldwide Industries, Inc.'s exclusive right to file a Chapter 11 plan. Absent the second extension, the Debtor's exclusive period to file a plan is set to expire on February 24, 2010. Miami, Florida-based Phoenix Worldwide Industries, Inc. -- http://www.phoenixworldwide.com/-- dba Phoenix Worldwide Industries, Inc., Forensic Vehicle Division and Phoenix IVS Division develops surveillance technologies for government and law enforcement agencies. The Company filed for Chapter 11 on June 29, 2009 (Bankr. S. D. Fla. Case No. 09-23201). Jeffrey P. Bast, Esq., at Bast Amron LLP represents the Debtor in its restructuring efforts. The Debtor has assets and debts both ranging from $10 million to $50 million. PNM RESOURCES: Fitch Affirms Issuer Default Rating at 'BB' ---------------------------------------------------------- Fitch Ratings has affirmed the ratings of PNM Resources and its utility operating subsidiaries, Public Service Company of New Mexico and Texas New Mexico Power Company as indicated below. PNMR -- Issuer Default Rating at 'BB'; -- Senior unsecured debt at 'BB'; -- Revolving credit facility at 'BB'; -- Short-term IDR at 'B'. PNM -- IDR at 'BB' -- Secured pollution control revenue bonds (PCRBs) at 'BBB-'; -- Senior unsecured Notes at 'BB+'; -- Senior unsecured PCRBs at 'BB+'; -- Revolving credit facility at 'BB+'; -- Preferred stock at 'BB-'; -- Short-term IDR at 'B'. TNMP -- IDR at 'BB+'; -- First mortgage bonds at 'BBB'; -- Secured term loan at 'BBB'; -- Secured revolving credit facility at 'BBB'; -- Short-term IDR at 'B'. The Rating Outlook is Stable. Approximately $1.6 billion of debt is affected by the rating action. The ratings reflect PNMR's high-debt-leverage relative to EBITDA, weak consolidated coverage ratios and low earned returns on equity at its core operating electric utility subsidiaries, PNM and TNMP. The ability of PNMR's core operating utility subsidiaries to recover their invested capital, related operating costs and a reasonable return on investment is fundamental to the maintenance of PNMR and its subsidiaries' credit ratings, in Fitch's opinion. The inability of PNMR to recover its prudent utility investment in rates with a reasonable return could result in future credit rating downgrades. As discussed in more detail below, the ratings consider the impact of recent PNM general rate case rulings and legislation enacted in 2009 that allows the New Mexico Public Regulation Commission (PRC) to utilize forward test years in future GRCs. Nonetheless, Fitch estimates that earned returns will remain in the low-to-mid single digit range in the near-to-intermediate term. The ratings also consider the higher risk profile of PNMR's unregulated Texas retail electricity provider, First Choice Power, and PNMR's joint venture with Cascade, Optim Energy. While earnings and cash flows have rebounded meaningfully in 2009 at FCP, extreme earnings and cash flow volatility at this business remains a source of concern for PNMR investors, in Fitch's view. Fitch notes that FCP relies on PNMR to meet its funding requirements. The ratings also recognize efforts by PNMR to reduce debt, operating costs and capex while improving power plant performance at PNM. Fitch also considers PNMR and its subsidiaries' solid liquidity position. As of Sept. 30, 2009, PNMR and PNM had $85 million and $108 million, respectively, drawn on their revolving credit agreements. Under existing credit facilities, PNMR has the ability to borrow up to $600 million and PNM $400 million. TNMP had no borrowings against its $75 million secured revolving credit agreement. PNMR and PNM's bank facilities are unsecured. PNMR's revolver reduces to $574 million in August 2010, $549 million in August 2011 and expires in August 2012 (includes $32 million of unavailable borrowing capacity from Lehman Brothers). Similarly, PNM's bank facility reduces to $386 million in August 2010, $368 million in August 2011 and terminates in August 2012. TNMP's revolving credit agreement, which was negotiated in April 2009, expires April 29, 2011. In January 2009, PNMR closed the sale of its New Mexico-based natural gas distribution business for $620 million pre tax. PNMR used all of the cash proceeds to reduce debt. Strategically, PNM is focused exclusively on regulated power operations in New Mexico and sells power from certain unregulated assets at wholesale. In a constructive development for investors, PNMR's operating electric utility companies, PNM and TNMP, have negotiated stipulations with regulators in the companies' respective New Mexico and Texas GRC proceedings. In 2008, PNM completed environmental upgrades at San Juan Unit 1 and Unit 3. Equivalent availability factors for PNM's coal-fired San Juan and Four Corners Generating Stations improved significantly to 84% - 86% on a year-to-date basis through October 2009 from 77% - 78% in calendar 2008. In addition, the Palo Verde Nuclear Generating Station Unit No.3 was removed from the NRC's multiple/repetitive degraded cornerstone column in March 2009. At the same time, PVNGS Units 1 and 2 were removed from the one- degraded cornerstone column. The ratings also consider recent political and regulatory developments at PNMR's New Mexico and Texas-based utility operations. Importantly, legislation was enacted in New Mexico in 2009 allowing the use of a forward test year in GRC filings, which should help reduce regulatory lag going forward. In 2008, the PRC authorized a $34 million rate increase and an emergency fuel and purchase power adjustment clause (FPPAC) for PNM effective May 2008 and June 2008, respectively. The rate increase represented approximately 44% of the $77 million rate hike supported by the utility in its February 2007 GRC filing. PNM filed a GRC in September 2008 requesting a $123 million rate increase, based on a test year ending March 2008, and authorization of a FPPAC. In March 2009, the company and most intervening parties to the GRC entered into a stipulated agreement that proposed a $77 million rate increase to be implemented in two steps: $50 million on July 1, 2009 and the remainder on April 1, 2010. The proposed stipulation was approved by the PRC with slight modifications. Importantly, the PRC-approved settlement authorized implementation of a revised FPPAC that provides for the deferral and recovery of fuel and purchase power costs from ratepayers. In Texas, TNMP filed its last GRC in August 2008 initially requesting an $8.7 million rate increase effective September 2009. The company subsequently filed a request for abatement of the proceeding pending submittal of supplemental testimony regarding costs of Hurricane Ike and anticipated, increased financing costs. The request for abatement was granted. In June 2009, TNMP reached a settlement in the proceeding that proposed a $12.7 million rate increase and reflected storm costs as well as higher interest expenses associated with the utility's March 2009 debt refinancing. The proposed settlement was approved by the Public Utilities Commission of Texas in August 2009 and went into effect September 2009. TNMP is a transmission and distribution electric utility operating solely in Electric Reliability Council of Texas. Fitch's ratings for TNMP consider the utility's relatively low business risk profile and assume it will be able to recover future investment in plant and equipment on a timely basis. In 2007, TNMP transferred ownership of its integrated utility operation in central and southwest New Mexico to PNM. TNMP's former New Mexico service territory continues to operate under a rate freeze through Jan. 1, 2011, as part of the PRC order approving the TNP Enterprises acquisition by PNMR in 2005. The New Mexico integrated utility operation formerly owned and operated by TNMP is small relative to PNM's, serving approximately 50,000. FCP experienced large trading and operating losses in the first- half of 2008 reflecting extreme price volatility due to market dislocations and congestion pricing issues in ERCOT, margin compression and high delinquent receivables. The company, as a result, no longer engages in speculative trading activity and ERCOT has implemented modifications designed to militate against a repeat of the congestion-driven price volatility experienced in 2008 in ERCOT. FCP's margins rebounded sharply year-to-date Sept. 30, 2009. Accounts receivable delinquencies, however, remain stubbornly high and are likely to remain so until regulatory structures in Texas discourage certain consumers from changing suppliers without paying existing bills. Notwithstanding improved recent operating results at FCP, future earnings dislocations cannot be ruled out, in Fitch's opinion, and are a source of concern for PNMR fixed income investors. PORT BARRE: S&P Affirms 'B' Rating on $185 Mil. Facilities ---------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B' rating on Port Barre Investments LLC's (d/b/a Bobcat Gas Storage) $185 million credit facilities. At the same time, S&P revised the outlook to stable. The '3' recovery rating, which remains unchanged, indicates that lenders can expect a meaningful (50%-70%) recovery in the event of a payment default. The rating affirmation and outlook revision follows S&P's review of PBI's proposed expansion plan and amendment to its credit agreement, progress on construction and marketing to date, and a revised financial model. The project has achieved its initial targeted leaching volume with relatively stable construction progress over the past year. At the same time, expansion on Caverns I and II will extend the construction period, and its attendant risks, to mid 2010. Financial performance has been below expectations and S&P expects the next six months will be important to the project with about 35% of the expected 19 billion cubic feet of expanded Phase I and II capacity being marketed for storage contracts. The high-performance underground salt cavern natural gas storage development project is located in St. Landry Parish, La., about 45 miles north of the Henry Hub. GE Energy Financial Services and Port Barre Holdings (Haddington Ventures LLC 99%, Bobcat management 1%) jointly own the project. The initial 15.6 bcf of capacity consists of two caverns with five interstate pipeline interconnects: Transco, TETCO, Gulf South, FGT, and ANR. The stable outlook on PBI reflects several short-term factors. Construction risk will remain until the Cavern I and II expansions are completed in mid-2010, and hub service operations will continue to be constrained until then. Schedule delays or cost overruns that pressure financial covenants through 2011 could result in a downgrade. Similarly, if the project cannot sign firm storage agreements at rates similar to its current agreements (and sufficient to meet financial covenants) in the upcoming planning season, or if hub service revenue remains depressed for an extended period of time, S&P could lower the rating. S&P could raise the rating if the expansion construction on Caverns I and II is completed on schedule within the current budget, and if storage contracts are signed at rates that are sufficient to meet covenants through 2011. PREFERRED VOICE: Dec. 31 Balance Sheet Upside-Down by $430,000 -------------------------------------------------------------- Preferred Voice Inc. reported $1.26 million in assets and $1.69 million in total liabilities, resulting to a $430,000 stockholders' deficit at Dec. 31, 2009. The Company said it incurred a net loss of $180,871 the three months ended Dec. 31, 2009, compared with a net loss of $455,254 for the same period a year ago. A full-text copy of the Company's financial report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?5398 Preferred Voice, Inc., provides enhanced services to the telecommunications industry throughout the United States and maintains its principal offices in Dallas, Texas. * * * The Company said there is substantial doubt about its ability to continue as a going concern, according to the Troubled Company Reporter on Jan. 11, 2010. PURPLE COMMS: Sept. 30 Balance Sheet Upside-Down by $68.5-Mil. -------------------------------------------------------------- Purple Communications, Inc.'s consolidated balance sheets at September 30, 2009, showed $69.4 million in total assets, $98.9 million in total liabilities, and $39.0 million in temporary equity, resulting in a $68.5 million shareholders' deficit. The Company reported a net loss of $102.0 million on total revenues of $28.6 million for the three months ended September 30, 2009, compared to a net loss of $1.3 million on total revenues of $35.7 million for the same period of 2008. The Company incurred a $93.5 million impairment charge related to goodwill and select intangible assets for the three months ended September 30, 2009. Nine Months Results For the nine months ended September 30, 2009, the Company reported a net loss of $107.3 million on total revenues of $95.7 million, as compared to a net loss of $3.3 million on revenues of $95.4 million for the same period of the prior year. A full-text copy of the Company's quarterly report is available for free at http://researcharchives.com/t/s?53b8 Going Concern Doubt The Company has incurred significant operating losses since its inception and, as of September 30, 2009, has an accumulated deficit of $394.5 million. During the nine months ended September 30, 2009, the Company recorded a net loss of $104.7 million and used $7.0 million of cash in operating activities. As of September 30, 2009, the Company had roughly $5.0 million in cash and cash equivalents. As of September 30, 2009, the Company was not in compliance with respect to certain covenants under the First Lien Credit Agreement and the Second Lien Credit Agreement; however, the lenders agreed to forbear from exercising their rights and remedies in respect of the covenant breaches and, on December 22, 2009, agreed to waive such breaches and amend the terms of the First Lien Credit Agreement and Second Lien Credit Agreement. In December 2009, the Company raised a total of $5.0 million from the sale of Series B Preferred Stock and warrants to purchase shares of common stock. Notwithstanding the equity financing in December 2009, the Company's cash outlook for the next twelve months and ability to continue to meet its financial covenants is highly dependent on the Company's ability to raise additional capital through equity or debt financings or to significantly reduce expenses through workforce reductions, or a combination of such activities. If the Company is unable to meet its financial covenants resulting in the borrowings becoming immediately due, the Company would not have sufficient liquidity to repay such outstanding borrowings. In addition, the Company is subject to governmental investigations by the Federal Communications Commission, the Department of Justice and the Securities and Exchange Commission. The Company is unable to predict the outcome of these investigations. Further, the Company has suspended billing National Exchange Carriers Association ("NECA") for certain workplace conference calls that will have the effect of reducing the Company's revenue. These circumstances raise substantial doubt about the Company's ability to continue as a going concern and there can be no assurance that the Company will be able to successfully raise capital, reduce expenses, satisfactorily resolve its governmental investigations or be compensated for workplace conference calls, in order to continue as a going concern. About Purple Communications Based in Rocklin, California, Purple Communications, Inc., formerly known as GoAmerica, Inc. (OTC: PRPL) -- http://www.purple.us/-- provides video relay and text relay services and professional interpreting. RAHAXI INC: Could Not Timely File Fiscal Q2 Report -------------------------------------------------- Rahaxi Inc. said it could not file its Form 10-Q for the period ended Dec. 31, 2009, because it is in the process of preparing and reviewing the financial, and other information for the report on form 10-Q for the quarter ended December 31, 2009. Rahaxi, Inc., provides payment services and processing. Its principal offices are in Wicklow, Ireland; the Company also has offices in Helsinki, Finland; and Santo Domingo, the Dominican Republic. The Company posted a net loss of $1,132,279 for the fiscal first quarter ended September 30, 2009, from $3,351,972 for the same period a year ago. Total revenue -- from transaction processing, consulting services, and hardware and related items -- was $1,237,942 for the September 30 Quarter, compared to $1,246,485 for the year ago period. At September 30, 2009, the Company had $3,209,612 in total assets against $6,689,067 in total liabilities, resulting in stockholders' deficiency of $4,051,640. RAPID LINK: KBA Group Raises Substantial Doubt ---------------------------------------------- KBA GROUP LLP in Dallas, Texas, expressed substantial doubt about Rapid Link, Incorporated's ability to continue as a going concern after auditing the Company's financial statements as of Oct. 31, 2008. The auditor noted the Company has suffered recurring losses from continuing operations during the last two fiscal years. Additionally, at Oct. 31, 2008, the Company's current liabilities exceeded its current assets by $2.1 million and the Company has a shareholders' deficit totaling $2.9 million. The Company reported a net loss of $11.8 million on revenues of $14.9 million for the year ended Oct. 31, 2009, compared with a net loss of $1.5 million on revenues of $17 million for fiscal 2008. At Oct. 31, 2009, total assets were $3.47 million and debts were at $18.66 million, resulting to a deficit of $15.19 million. A full-text copy of the Company's annual report on Form 10-K is available for free at http://ResearchArchives.com/t/s?539a About Rapid Link Rapid Link, Incorporated, and its subsidiaries have served as facilities-based, communication companies providing various forms of voice and data services to customers around the world. Rapid Link provides a multitude of communication services targeted to small and medium sized businesses, as well as individual consumers. These services include the transmission of voice and data traffic over public and private networks. The Company also sells foreign and domestic termination of voice traffic into the wholesale market. REALOGY CORP: Net Loss Down to $262-Million in 2009 --------------------------------------------------- Realogy Corporation reports a net loss of $262 million on net revenue of $3.93 billion for the year ended Dec. 31, 2009, compared with a net loss of $1.91 billion on $4.72 billion of net revenue for the same period a year ago. At Dec. 31, 2009, the Company had $8.04 billion in assets and $9.02 billion in total liabilities, resulting to a $981 million stockholders' deficit. On a full-year basis, Realogy's revenue decreased by $793 million in 2009 compared to 2008 principally due to lower average sale prices of homes brokered by our franchisees and our company-owned operations. Despite the 17% revenue decline, 2009 EBITDA of $427 million before restructuring and other items increased $16 million compared to 2008. Realogy's reported EBITDA of $465 million for the full year was positively affected by a $75 million gain on debt extinguishment and $49 million from the prepayment of a receivable from Wright Express, partially offset by $86 million of restructuring and other legacy charges. "The macroeconomic challenges of the past two years have been unprecedented, and our business model has proven its resiliency throughout," said Realogy President and CEO Richard A. Smith. "EBITDA before restructuring and other items has remained essentially flat during 2008 and 2009 despite substantial revenue declines we have experienced since 2007. The resulting increased efficiency of our operations has positioned us to outperform when the recovery occurs. While we continue to monitor costs, Realogy is sharply focused on growth in each of our businesses, both organically and via strategic acquisitions. This growth strategy is evidenced by our recent announcement regarding Cartus' acquisition of Primacy, a prominent provider of relocation services." In the fourth quarter, Realogy's core business drivers showed significant improvement, particularly home sale unit transactions, which increased 18% year-over-year at the Realogy Franchise Group and 20% at NRT, the Company's owned brokerage unit. These improvements were due to a combination of relatively weak fourth quarter 2008 activity and an influx of transaction volume in 2009, spurred by the original November 30 expiration of government tax credits for first-time buyers. The average home sale price declined in the fourth quarter by 5% at RFG and 3% at NRT. The fourth quarter 2009 average home sale price stabilized compared to more significant declines reported in the first three quarters due to fewer REO sales and increased home sales in the high end markets we serve. On a full-year basis, RFG and NRT transaction sides decreased 1 percent and remained flat, respectively. RFG's average home sale price decreased 11 percent during the full year 2009 while NRT's average home sale price declined 18 percent. Average home sale price declines in 2009, particularly at NRT, were driven early in the year by a shift in mix of transactions away from higher priced homes and a greater level of distressed home sales. A full-text copy of the Company's annual report on Form 10-K is available for free at http://ResearchArchives.com/t/s?5371 Covenant Compliance As of December 31, 2009, the Company's senior secured leverage ratio was 4.66 to 1, which is below the 5.0 to 1 maximum ratio required to be in compliance with our Credit Agreement. The senior secured leverage ratio is determined by taking Realogy's senior secured net debt of $2.89 billion at December 31, 2009, and dividing it by the Company's Adjusted EBITDA of $619 million for the 12 months ended December 31, 2009. About Realogy Corporation Realogy Corp. -- http://www.realogy.com/-- a global provider of real estate and relocation services, has a diversified business model that includes real estate franchising, brokerage, relocation and title services. Realogy's world-renowned brands and business units include Better Homes and Gardens Real Estate, CENTURY 21, Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group, ERA, Sotheby's International Realty, NRT LLC, Cartus and Title Resource Group. Collectively, Realogy's franchise systems have approximately 15,000 offices and 270,000 sales associates doing business in 92 countries around the world. Headquartered in Parsippany, N.J., Realogy is owned by affiliates of Apollo Management, L.P., a leading private equity and capital markets investor. Realogy fully supports the principles of the Fair Housing Act. * * * According to the Troubled Company Reporter on Oct. 13, 2009, Standard & Poor's Ratings Services affirmed its ratings on Realogy Corp.'s second-lien term loan, following the company's closing on the previously announced $135 million aggregate principal amount delayed-draw portion of the loan, which brings the total amount of the loan to $650 million. S&P affirmed the issue-level rating at 'C' and the recovery rating at '6', indicating S&P's expectation of negligible (0% to 10%) recovery for lenders in the event of a payment default. REALOGY CORP: Bank Debt Trades at 12% Off in Secondary Market ------------------------------------------------------------- Participations in a syndicated loan under which Realogy Corp. is a borrower traded in the secondary market at 87.75 cents-on-the- dollar during the week ended Friday, Feb. 19, 2010, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 0.84 percentage points from the previous week, The Journal relates. The Company pays 300 basis points above LIBOR to borrow under the facility. The bank loan matures on Sept. 30, 2013, and carries Moody's Caa1 rating and Standard & Poor's CCC- rating. The debt is one of the biggest gainers and losers among 187 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Realogy Corp. -- http://www.realogy.com/-- a global provider of real estate and relocation services, has a diversified business model that includes real estate franchising, brokerage, relocation and title services. Realogy's world-renowned brands and business units include Better Homes and Gardens Real Estate, CENTURY 21, Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group, ERA, Sotheby's International Realty, NRT LLC, Cartus and Title Resource Group. Collectively, Realogy's franchise systems have approximately 15,000 offices and 270,000 sales associates doing business in 92 countries around the world. Headquartered in Parsippany, N.J., Realogy is owned by affiliates of Apollo Management, L.P., a leading private equity and capital markets investor. Realogy fully supports the principles of the Fair Housing Act. REGAL ENTERTAINMENT: Dec. 31 Balance Sheet Upside Down by $246MM ---------------------------------------------------------------- Regal Entertainment Group reported its fiscal fourth quarter 2009 results, disclosing: ($ in millions) As of As of Dec. 31, 2009 Jan. 1, 2009 ------------- ------------ Total assets $2,637 $2,595 Total debt $1,997 $2,004 Total stockholders' deficit ($246) ($235) Total revenues for the fourth quarter ended December 31, 2009, were $765.6 million compared to total revenues of $711.7 million for the fourth quarter ended January 1, 2009. Net income attributable to controlling interest was $35.5 million in the fourth quarter of 2009 compared to $29.4 million in the fourth quarter of 2008. Diluted earnings per share was $0.23 for the fourth quarter of 2009 compared to $0.19 during the fourth quarter of 2008. Adjusted diluted earnings per share was $0.27 for the fourth quarter of 2009 compared to $0.20 during the fourth quarter of 2008. Adjusted EBITDA was $156.8 million for the fourth quarter of 2009 and $145.8 million for the fourth quarter of 2008. Total revenues for the four quarters ended December 31, 2009, were $2,893.9 million compared to total revenues of $2,771.9 million for the four quarters ended January 1, 2009. Net income attributable to controlling interest was $95.5 million during the four quarters ended December 31, 2009, compared to $112.2 million during the four quarters ended January 1, 2009. Diluted earnings per share was $0.62 for the four quarters ended December 31, 2009, compared to $0.72 for the four quarters ended January 1, 2009. Adjusted diluted earnings per share was $0.78 during the four quarters ended December 31, 2009 compared to $0.81 during the four quarters ended January 1, 2009. Adjusted EBITDA was $559.8 million for the four quarters ended December 31, 2009, and $548.2 million for the four quarters ended January 1, 2009. The comparability of results for both the quarter and the four quarters ended December 31, 2009 to prior periods was impacted by a shift in Regal's fiscal calendar. The calendar shift resulted in a thirteen week period for the fourth quarter ended December 31, 2009 as compared to a fourteen week period for the fourth quarter ended January 1, 2009 and a fifty-two week period for four quarters ended December 31, 2009 as compared to a fifty-three week period for four quarters ended January 1, 2009. Reconciliations of non-GAAP financial measures are provided in the financial schedules accompanying this press release. Regal's Board of Directors also declared a cash dividend of $0.18 per Class A and Class B common share, payable on March 16, 2010, to stockholders of record on March 4, 2010. The Company intends to pay a regular quarterly dividend for the foreseeable future at the discretion of the Board of Directors depending on available cash, anticipated cash needs, overall financial condition, loan agreement restrictions, future prospects for earnings and cash flows as well as other relevant factors. "We are pleased to report that 2009 was a record year for both Regal and our industry. Our highest-ever annual Adjusted EBITDA was driven by the industry's first $10 billion box office and by our commitment to providing a quality theater experience to our patrons," stated Amy Miles, CEO of Regal Entertainment Group. "As we look ahead, we are excited about the opportunities created by the upcoming completion of the DCIP financing and by the number of premium format films included in the 2010 film slate," Miles continued. A full-text copy of the Company's quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?536f About Regal Entertainment Group Regal Entertainment Group operates the largest and most geographically diverse theatre circuit in the United States, consisting of 6,778 screens in 549 theatres in 39 states and the District of Columbia as of July 2, 2009, with over 245 million annual attendees for the 53-week fiscal year ended January 1, 2009. REG's geographically diverse circuit includes theatres in all of the top 32 and 44 of the top 50 United States designated market areas. REG operates multi-screen theatres and, as of July 2, 2009, had an average of 12.3 screens per location, which is well above the North American motion picture exhibition industry 2008 average of 6.7 screens per location. REG develops, acquires and operates multi-screen theatres primarily in mid-sized metropolitan markets and suburban growth areas of larger metropolitan markets throughout the United States. REG also have an investment in National CineMedia, LLC, which primarily concentrates its efforts on in-theatre advertising and creating complementary business lines that leverage the operating personnel, asset and customer bases of its theatrical exhibition partners, which includes REG, AMC Entertainment, Inc. and Cinemark, Inc. As of October 1, 2009, the Company had total assets $2.512 billion against total liabilities of $2.771 billion. As of October 1, 2009, the Company had stockholders' deficit attributable to REG of $257.9 million. * * * According to the Troubled Company Reporter on Oct. 20, 2009, Fitch Ratings has affirmed this rating on Regal Entertainment Group and Regal Cinemas Corporation: RGC (i) Issuer Default Rating 'B+'; and (ii) Senior unsecured convertible notes 'CCC/RR6'. REHABCARE GROUP: Bank Debt Trades at less Than 1% Off ----------------------------------------------------- Participations in a syndicated loan under which RehabCare Group, Inc., is a borrower traded in the secondary market at 99.58 cents- on-the-dollar during the week ended Friday, Feb. 19, 2010, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 0.50 percentage points from the previous week, The Journal relates. The Company pays 400 basis points above LIBOR to borrow under the facility, which matures on Nov. 24, 2015. The bank debt is not rated by Moody's and Standard & Poor's. The debt is one of the biggest gainers and losers among 187 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. As reported by the Troubled Company Reporter on Nov. 6, 2009, Moody's assigned a Ba3 rating to RehabCare Group, Inc.'s proposed credit facilities, consisting of a $125 million revolver and a $500 million term loan. Moody's also assigned a Ba3 Corporate Family Rating and a B1 Probability of Default Rating to the company. The outlook for the ratings is stable. Further, Moody's assigned a Speculative Grade Liquidity Rating of SGL-2. This is the first time Moody's has assigned ratings to RehabCare. On Nov. 9, 2009, the TCR reported that Standard & Poor's assigned its 'BB-' corporate credit rating to RehabCare Group. The outlook is stable. Standard & Poor's assigned its 'BB' rating to the proposed issue of a senior secured bank facility, with a recovery rating of '2', indicating a substantial (70%-90%) expectation of recovery in the event of a default. RehabCare provides rehabilitation program management services in hospitals, skilled nursing facilities, outpatient facilities and other long-term care facilities located in 43 states. In partnership with healthcare providers, the company provides post- acute program management, medical direction, physical therapy rehabilitation, quality assurance, compliance review, specialty programs and census development services. The company also owns and operates seven LTACHs and six rehabilitation hospitals, and provides other healthcare services, including healthcare management consulting services and staffing services for therapists and nurses. For the twelve months ended Sept. 30, 2009, the company recognized revenues of approximately $807 million. REICHHOLD INDUSTRIES: Moody's Gives Stable Outlook; Keeps Ratings ----------------------------------------------------------------- Moody's Investors Service changed the outlook on Reichhold Industries, Inc.'s ratings to stable from negative reflecting the relative stabilization in demand in the company's key end markets, albeit at lower than historical levels, better than expected operating margins and stable liquidity profile. Moody's also affirmed Reichhold's Caa1 Corporate Family Rating and Caa2 ratings on the notes due 2014. The stable outlook reflects reduced uncertainty over the economic outlook for Reichhold's key end markets globally, margins that have benefited from significant cost cutting initiatives and a liquidity profile that is expected to remain good. The outlook recognizes that despite a continuing difficult environment, the company has been able to increase its presence in emerging markets and generate positive free cash flow over the last year. The Caa1 CFR reflects Moody's expectations that the continuing difficult market conditions faced by the company in many of its key end markets (e.g., residential housing, construction, marine) and the slow global economic recovery will continue to result in depressed sales volumes (versus historical levels) and profitability for Reichhold throughout 2010, although the volume levels are likely to be somewhat better than in 2009. As a result, Moody's anticipates that Reichhold could generate negative free cash flow over the next twelve months as the positive impact on cash flows experienced in 2009 of lower raw material and energy commodity prices and working capital requirements will not continue. Moreover, key credit metrics (Debt to EBITDA, Retained Cash Flow to Debt, and Free Cash Flow to Debt) are likely to be weak in 2010. However, if Reichhold's sales volumes improve, margins remain solid and it generates positive free cash flow reflective of a higher rating, a single notch upgrade may be considered. The ratings could come under further pressure if Reichhold's margins and economic conditions in its end markets deteriorate, and/or liquidity (cash plus the accessible borrowing capacity under its revolver) drop below $50 million on a sustained basis. Additionally, any significant increase in environmental liabilities or litigation costs, or a change in the company's liability profile, could put downward pressure on the rating. The loss-given-default rate on the notes have changed slightly due to minor changes in the firm's liability structure. These summarizes the ratings: Reichhold Industries, Inc. Ratings affirmed: * Corporate Family Rating -- Caa1 * Probability of Default Rating -- Caa1 * $195 million of senior unsecured notes due 2014 -- Caa2 (LGD4, 65%) from Caa2 (LGD4, 64%) * Outlook: Stable Moody's last rating action for Reichhold was on June 2, 2009, when Moody's downgraded Reichhold's CFR to Caa1 from B2, and the rating on its senior notes to Caa2 from B3 reflecting the slowdown in demand for its products, uncertainty regarding the outlook for product demand and liquidity concerns. Reichhold is a leading supplier of unsaturated polyester resins for composites applications and of resins and other polymers for coatings applications. Revenues for the LTM period ending September 30, 2009, were approximately $912 million. SECUREALERT INC: Posts $5.5-Mil. Net Loss in Q1 Ended Dec. 31 ------------------------------------------------------------- SecureAlert, Inc., incurred a net loss of $5,525,203 for the three months ended December 31, 2009, compared with a net loss of $4,934,159 for the same period of 2008. For the three months ended December 31, 2009, the Company had revenues of $3,196,623, compared to $3,222,297 for the three months ended December 31, 2008, a decrease of $25,674. Although total revenues decreased, revenues from monitoring services increased from $2,869,547 for the three months ended December 31, 2008, to $3,146,253 for the three months ended December 31, 2009. The Company shifted its focus to leasing monitoring equipment instead of device sales. Product revenues decreased from $352,750 for the three months ended December 31, 2008, to $50,370 for the three months ended December 31, 2009. Balance Sheet At December 31, 2009, the Company's consolidated balance sheets showed $8,212,402 in total assets and $25,255,098 in total liabilities, resulting in a $17,042,696 shareholders' deficit. The Company's consolidated balance sheets at December 31, 2009, also showed strained liquidity with $2,692,487 in total current assets available to pay $23,099,738 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?5372 Going Concern Doubt The Company has incurred recurring net losses, negative cash flows from operating activities, and an accumulated deficit. "These factors raise substantial doubt about the Company's ability to continue as a going concern." The Company had an accumulated deficit of $211,290,699 as of December 31, 2009. The Company is presently unable to finance its business solely from cash flows from operating activities. During the three months ended December 31, 2009, the Company financed its business primarily from the issuance of debt and the issuance of stock providing cash proceeds of $1,531,304. As of December 31, 2009, the Company had unrestricted cash of $418,206 and a working capital deficit of $20,407,251, compared to unrestricted cash of $602,321 and a working capital deficit of $16,476,897 as of September 30, 2009. For the three months ended December 31, 2009, operating activities used cash of $1,564,217, compared to $2,687,201 of cash used in operating activities for the three months ended December 31, 2008. About SecureAlert Inc. Headquartered in Sandy, Utah, SecureAlert, Inc. (formerly RemoteMDx, Inc.) (OTC BB: RMDX) -- http://www.securealert.com/-- and subsidiaries market and deploy offender management programs, combining patented GPS tracking technologies, fulltime 24/7/365 intervention-based monitoring capabilities and case management services. RemoteMDx, Inc., filed an amendment to its Articles of Incorporation changing its corporate name to SecureAlert, Inc. Additionally, the Company's subsidiary, SecureAlert, Inc., filed an amendment to its Articles of Incorporation changing its corporate name to SecureAlert Monitoring, Inc. SHERWOOD FARMS: Taps Latham Shuker to Handle Reorganization Case ---------------------------------------------------------------- Sherwood Farms, Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida for permission to employ Latham Shuker Eden & Beaudine LLP as counsel. LSEB will: -- advise regarding the Debtor's rights and duties in the Chapter 11 case; -- prepare pleadings related to the Chapter 11 case, including, a disclosure statement and a plan of reorganization; and -- take any and all necessary actions incident to the proper preservation and administration of the Debtor's estate. The Debtor relates that LSEB is also the proposed counsel of its affiliate -- Sherwood Investments Overseas, Ltd., Inc. Prepetition, LSEB received $5,939 from Caceis Fastent Ireland, Ltd., for postpetition services and expenses. LSEB also received $19,060 on a current basis with respect to preparing and filing the petitions. To the best of the Debtor's knowledge, LSEB is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Latham Shuker Eden & Beaudine LLP 390 North Orange Avenue, Suite 600 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 Groveland, Florida-based Sherwood Farms, Inc., is a grower and wholesaler of orchids. Sherwood said owes $7 million to first and second-lien lenders. Sherwood said in a filing that cash, accounts receivable, inventory, and real property are worth $8 million. The Company filed for Chapter 11 bankruptcy protection on January 15, 2010 (Bankr. M.D. Fla. Case No. 10-00578). Mariane L. Dorris, Esq., at Latham Shuker Eden & Beaudine LLP, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. The Company's affiliate, Sherwood Investments Overseas Limited Incorporated, filed a separate Chapter 11 petition. SIX FORKS LHDH: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Six Forks LHDH LLC 112 Brittingham Loop Apex, NC 27502 Bankruptcy Case No.: 10-01254 Chapter 11 Petition Date: February 18, 2010 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Debtor's Counsel: Jason L. Hendren, Esq. Hendren & Malone, PLLC 4600 Marriott Drive, Suite 150 Raleigh, NC 27612 Tel: (919) 573-1422 Fax: (919) 420-0475 Email: bwood@hendrenmalone.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/nceb10-01254.pdf The petition was signed by Bradley J. Christians, president of the Company. SOUTHPEAK INTERACTIVE: Incurs $2.6-Mil. Loss in Q2 for Fiscal 2010 ------------------------------------------------------------------ SouthPeak Interactive Corporation reported a net loss of $2.6 million for the fiscal 2010 second quarter ended December 31, 2009, compared with net income of $1.2 million in the second quarter of fiscal 2009. For the second quarter ended December 31, 2009, SouthPeak reported net revenues of $10.1 million, compared with $17.3 million in the second quarter ended December 31, 2008. The decrease in revenues was primarily due to a decrease in the number of titles released in the fiscal 2010 period. Titles released in the fiscal 2009 period also included games for the Xbox 360 and PS3, which sell at a higher Manufacturer's Suggested Retail Price ("MSRP"), whereas the new releases in the fiscal 2010 period only included Nintendo DS and Wii product, which sell at a lower MSRP. For the three months ended December 31, 2009, gross profit decreased to $3.2 million, or 32% of revenues, from $8.8 million, or 51% of revenues, in the 2008. The decrease in gross profit was due primarily to selling fewer units for next generation platforms, which have a higher MSRP, in the three months ended December 31, 2009, versus the prior period. Total operating expenses for the second quarter of fiscal 2010 decreased by 29% to $5.3 million, compared with $7.5 million in the second quarter of fiscal 2009. The decrease in operating expenses for the fiscal 2010 period, was due primarily to a $3.3 million gain in the settlement of trade payables resulting from the termination of a distribution agreement, as well as a 44% reduction in sales and marketing expense to $2.2 million, compared with $4.0 million in the comparable prior year period. The reduction in sales and marketing costs was due to lower direct spending as a result of releasing fewer titles. Improvements to operating expenses were partially offset by $3.1 million in litigation costs associated with legal fees and a UK judgment associated with SouthPeak's legal proceedings with CDV Software Entertainment A.G. Six Months Results The Company reported a net loss of $2.0 million on net revenues of $26.8 million for the six months ended December 31, 2009, compared to a net loss of $385,209 on net revenues of $25.7 million for the same period of fiscal 2009. Balance Sheet At December 31, 2009, the Company's consolidated balance sheets showed $34.5 million in total assets, $34.2 million in total liabilities, and $308,236 in total shareholders' equity. The Company's consolidated balance sheets at December 31, 2009, also showed strained liquidity with $20.4 million in total current assets available to pay $32.6 million in total current liabilities. A full-text copy of the Company's quarterly report is available for free at http://researcharchives.com/t/s?53ab Going Concern Doubt On February 16, 2010, the Company's independent auditors noted in their quarterly report for the period ended December 31, 2009, that the Company's default on a production advance payable, the material uncertainty in connection with the renewal of its line of credit and its significant contingencies raise substantial doubt about the Company's ability to continue as a going concern. SouthPeak relates that it is currently in the process of renewing its line of credit with SunTrust, as well as attempting to expeditiously resolve its contingencies for amounts significantly less than currently accrued for in order to reduce its aggregate liabilities on its balance sheet and actively controlling its cost structure to better align with its revenue stream. At December 31, 2009, the outstanding line of credit balance was $5.3 million and the remaining available under the line of credit amounted to $49,796. About SouthPeak Interactive Midlothian, Va.-based SouthPeak Interactive Corporation (OTC BB: SOPK) -- http://www.southpeakgames.com/-- develops and publishes interactive entertainment software for all current hardware platforms including: PlayStation(R)3 computer entertainment system, PSP(R) (PlayStation(R)Portable) system, PlayStation(R)2 computer entertainment system, PSP(R)go system, Xbox 360(R) videogame and entertainment system, Wii(TM), Nintendo DS(TM), Nintendo DSi(TM) and PC. SouthPeak's games cover all major genres including action/adventure, role playing, racing, puzzle strategy, fighting and combat. SouthPeak's products are sold in retail outlets in North America, Europe, Australia and Asia. SouthPeak also has offices in Grapevine, Texas and Leicester, England. SPANSION INC: Reaches Settlement with Ex-Employees on Class Suit ---------------------------------------------------------------- Girard Gibbs LLP, Stueve Siegel Hanson LLP, and Rudy Exelrod Zieff & Lowe LLP disclosed that a proposed class action settlement has been reached in a lawsuit brought on behalf of former employees of Spansion Inc. whose employment was terminated on or around February 23, 2009. The settlement resolves claims that Spansion violated the California and federal Worker Adjustment and Retraining Notification Acts ("WARN" Act) by failing to provide terminated employees with adequate advance notification of the mass layoff. The WARN Act generally requires companies with 100 or more employees to provide sixty calendar day advance notification of plant closings and mass layoffs. Under the proposed settlement, more than 750 former Spansion employees will receive a portion of an $8.568 million global settlement fund, with cash payments to be made directly to class members. Certain individuals will have the option of receiving a portion of their settlement benefits compensated through stock or a liquidated stock distribution. Class members include more than 600 terminated employees from the Sunnyvale, California location and more than 150 employees who were let go in Austin, Texas. The lawsuit, entitled Cabreros and Refuerzo, et al. v. Spansion, LLC and Spansion, Inc., Adversary Proceeding No. 09-50409-KJC, was filed in the United States Bankruptcy Court for the District of Delaware. The class was represented by Girard Gibbs LLP, Stueve Siegel Hanson LLP and Rudy Exelrod Zieff & Lowe LLP. "The settlement is a great resolution to this case because it will provide each former employee with substantial compensation intended to remedy the financial impact of the sudden job loss," said Eric Gibbs of San Francisco-based Girard Gibbs LLP. "We have been very proud and pleased to help class members press for their rights under the WARN Act and to obtain a great result in the face of multiple defenses and a company in bankruptcy," added Kenneth Sugarman of Rudy Exelrod Zieff & Lowe LLP. A preliminary approval hearing is scheduled for March 23, 2010. To find out more information about the settlement, visit: http://www.classactionagainstspansion.com Girard Gibbs LLP is one of the nation's leading firms in prosecuting complex litigation cases including class and mass action cases. Rudy, Exelrod, Zieff & Lowe, LLP is a nationally- recognized firm specializing in representing employees in individual and class action cases. Stueve Siegel Hanson LLP represents plaintiffs and defendants nationwide in complex securities, business, class action, wage and hour, environmental, and product litigation and trials. 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) STANDARD FORWARDING: Cash Collateral Hearing Set for February 24 ---------------------------------------------------------------- The Hon. Thomas L. Perkins of the U.S. Bankruptcy Court for the Central District of Illinois will consider at a hearing on February 24, 2010, at 11:00 a.m., Standard Forwarding Co., Inc.'s access to cash collateral and DIP credit facility. The hearing will be held at the Federal Building, Room 121, 100 NE Monroe Street, Peoria, Illinois. The Debtor won Court's interim approval to use cash collateral securing obligation to its prepetition lenders, and obtain $1 million DIP financing from First Midwest. The maturity date of the DIP credit facility is extended until February 28, 2010. The Debtor would use the money to fund its Chapter 11 case and pay suppliers and other parties. The Debtor will also use the cash collateral to provide additional liquidity. As reported in the Troubled Company Reporter on November 23, 2009, the DIP facility will incur interest at Prime+ 3.5%. In the event of default, the Debtors will pay an additional 3.0% default interest. The DIP facility will be secured by a valid first priority perfected security interest in all assets of the Debtor. The DIP lien is subject to a carve-out for U.S. Trustee and Clerk of Court fees: up to $75,000 in fees payable to professional employed in the Debtors' case; $25,000 for professionals of the Committee in pursuing actions challenging the DIP Lenders' lien, plus UST Fees, less unapplied prepetition retainers. In exchange for using the cash collateral, the Debtor granted the DIP Lender (a) replacement liens and security interests and mortgages in the DIP Collateral to the same extent, validity and priority as the liens of the First Midwest on the Prepetition Collateral; and (b) a superpriority administrative expense claim. About Standard Forwarding Co., Inc. East Moline, Illinois-based Standard Forwarding Co., Inc., filed for Chapter 11 bankruptcy protection on November 13, 2009 (Bankr. C.D. Ill. Case No. 09-83707). Erich Buck, Esq., who has an office in Chicago, Illinois, assists the Company in its restructuring efforts. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. STAR I LLC: Case Summary & 3 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Star I, LLC PO Box 7158 East Wenatchee, WA 98802 Bankruptcy Case No.: 10-00864 Chapter 11 Petition Date: February 18, 2010 Court: United States Bankruptcy Court Eastern District Of Washington (Spokane/Yakima) Judge: Patricia C. Williams Debtor's Counsel: Charles R. Steinberg, Esq. Steinberg Law Firm PS 119 Fifth Street Wenatchee, WA 98801 Tel: (509) 662-3202 Fax: (509) 662-5221 Email: steinbergc@me.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 $5,602,200, and total debts of $2,664,407. 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/waeb10-00864.pdf The petition was signed by R. George McKinzie. STARPOINTE ADERRA: Court Approves Sale of 3 Condominium Units ------------------------------------------------------------- The Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the District of Arizona authorized Starpointe Aderra Condominiums Limited Partnership to sell three condominium units to third party purchasers. Condominium unit 2007 will be sold to Steve and Lenni Wilson; unit 2027 to Robert and Kimberly Hart; and unit 2043 to the Virginia R. Wilson Trust. The Court also approved the payment of a 3% brokerage fee at closing of each transaction to Starpointe Marketing Concepts, LLC, the Debtor's broker to market the sale of its condominium Units. Scottsdale, Arizona-based Starpointe Aderra Condominiums Limited Partnership is an upscale community of 312 homes in 13 three- storey buildings. The Company filed for Chapter 11 bankruptcy protection on December 29, 2009 (Bankr. D. Ariz. Case No. 09- 33625). Warren J. Stapleton, Esq., at Osborn Maledon, 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. STATION CASINOS: Hearing on Fee Applications on February 25 ----------------------------------------------------------- Professionals retained in Station Casinos Inc.'s bankruptcy cases filed interim applications for the allowance of fees and expenses incurred for the period from August 1, 2009, through November 30, 2009: A. Debtors Professional Period Fees Expenses ------------ ------ ---- -------- FTI Consulting, Inc. 08/11/2009- $948,108 $57,492 (Debtors) 11/30/2009 Ernst & Young LLP 07/28/2009- $512,642 $3,088 11/30/2009 Lewis and Roca LLP 07/28/2009- $134,672 $13,834 11/30/2009 Milbank, Tweed, Hadley & 07/28/2009- $3,985,219 $156,237 McCloy LLP 11/30/2009 Lazard Freres & Co. LLC 07/28/2009- $1,200,000 $17,224 11/30/2009 Squire, Sanders & 08/01/2009- $708,286 $125,000 Dempsey L.L.P. 11/30/2009 Gibson, Dunn & Crutcher LLP 07/28/2009- $354,000 $2,600 11/30/2009 FTI Consulting, Inc. 07/28/2009- $217,592 $536 (CMBS Debtors) 11/30/2009 A. The Official Committee of Unsecured Creditors Professional Period Fees Expenses ------------ ------ ---- -------- Fried, Frank, Harris, 08/19/2009- $2,153,345 $79,652 Shriver & Jacobson LLP 11/30/2009 Quinn Emanuel Urquhart 08/20/2009- $653,953 $22,166 Oliver & Hedges, LLP 11/30/2009 Moelis & Company LLC 08/13/2009- $600,000 $22,472 11/30/2009 Greenberg Traurig, LLP 07/28/2009- $253,338 $13,095 11/30/2009 FTI Consulting, Inc. serves as the financial advisors to the Debtors. Ernst & Young, LLP serves as the independent auditor and tax advisor to the Debtors. Thomas M. Roche, a member of Ernst & Young LLP, and Richard J. Haskins, executive vice president, general counsel, and secretary of Station Casinos, Inc., filed separate declarations in support of E&Y's First Interim Fee Application. Lewis and Roca LLP is the reorganization local counsel of the Debtors. Bruce T. Beesley, Esq., a partner at Lewis and Roca LLP and Richard J. Haskins, executive vice president, general counsel, and secretary of Station Casinos, Inc., filed separate declarations in support of the firm's First Interim Fee Application. Squire, Sanders & Dempsey L.L.P. is the special counsel to the Special Litigation Committee of the Board of Directors of Station Casinos, Inc. Milbank, Tweed, Hadley & McCloy LLP, is the reorganization counsel to Station Casinos Inc., et al. Lazard Freres & Co. LLC, investment banker and financial advisor to the Debtors. Gibson, Dunn & Crutcher LLP serves as special counsel to the CMBS Debtors. FTI Consulting, Inc. serves as the financial Advisors to the Debtors and the CMBS Debtors. Fried, Frank, Harris, Shriver & Jacobson LLP, is the counsel to the Official Committee of Unsecured Creditors. Quinn Emanuel Urquhart Oliver & Hedges, LLP is the conflicts counsel to the Official Committee of Unsecured Creditors. Moelis & Company LLC is the financial advisor and investment banker to the Committee. Greenberg Traurig, LLP serves as the Nevada counsel to the Committee. Lazard Freres & Co. LLC filed an erratum to correct the incorrectly stated amount of compensation which is "$1,200,00." This figure should have been listed as $1,200,000. These persons filed declarations in support of their firms' First Interim Fee Applications: (a) Robert Flachs, managing director at Moelis & Company LLC, (b) Jeanine M. Zalduendo, Esq., an associate at Quinn Emanuel, Urquhart Oliver & Hedges, LLP, (c) Bonnie Steingart, Esq., a member at Fried Frank, Harris, Shriver & Jacobson LLP, (c) Nathan Van Duzer, duly elected Chair of the Official Committee of Unsecured Creditors, (d) Anne Loraditch, Esq., of counsel at Greenberg Traurig, LLP, (e) Paul S. Aronzon, Esq., a member at Milbank Tweed, Hadley & McCloy LLP, (f) Richard J. Haskins, executive vice president, general counsel, and secretary of SCI., (g) Oscar Garza, Esq., a partner at Gibson, Dunn & Crutcher LLP, (h) Walt Brown, director of FTI Consulting, Inc., and (i) Drew Voth, managing director of FTI Consulting, Inc. The Court will convene a hearing on February 25, 2010, at 10:00 a.m. to consider the First Interim Fee Applications of the professionals Debtors' Object The Debtors objected to the first interim fee application of Quinn Emanuel Urquhart Oliver & Hedges, LLP for the period from August 20, 2009 to November 30, 2009. The Debtors relate that in the course of reviewing the Quinn Emanuel Application, the Debtors noticed a discrepancy regarding the number of hours billed by Quinn Emanuel professionals. The Debtors however informed the Court later on that they withdraw the objection citing no apparent reason for the withdrawal. Quinn Emanuel Files Correct Chart Quinn Emanuel Urquhart Oliver & Hedges, LLP, conflicts counsel to the Official Committee of Unsecured Creditors, submitted to the Court a corrected chart, to replace the chart in paragraph 19 of Quinn its First Interim Fee Application, which inadvertently included certain attorneys' time incurred in December 2009. Quinn Emanuel says the total hours expended by its attorneys during the period from August 20, 2009, through November 30, 2009, was correctly reflected in the First Interim Fee Application as 1226.4, as now accurately detailed on the updated chart. * * * The Court has allowed the first interim fee application of Squire, Sanders & Dempsey L.L.P. for the period from August 1, 2009 through November 30, 2009. The fee of $708,286 sought by Squire Sanders is approved and allowed on an interim basis. The expenses of $43,915 is also approved and allowed on an interim basis. Squire Sanders is authorized to apply the interim payment of Squire Sanders's fees and expenses in the amount of $610,544, on an interim basis. SCI is directed to pay Squire Sanders $141,657 on account of the unpaid fees and expenses incurred during the First Interim Period. About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. Station Casinos Inc., together with its affiliates, filed for Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as local counsel. The Debtor is also hiring Lazard Freres & Co. LLC as investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) STATION CASINOS: Meeting of GV Ranch Creditors on March 22 ---------------------------------------------------------- GV Ranch Station, Inc., manger of Green Valley Ranch resort, sought protection under Chapter 11 of the Bankruptcy Code on February 10, 2010. The filing was made in the U.S. Bankruptcy Court for the District of Nevada. The U.S. Trustee for Region 17 will convene a meeting of the creditors of GV Ranch Station on March 22, at 3:00 p.m., at 300 Booth Street, Room 2110, in Reno, Nevada. About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. Station Casinos Inc., together with its affiliates, filed for Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as local counsel. The Debtor is also hiring Lazard Freres & Co. LLC as investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) SUN-TIMES MEDIA: Court Appoints Fee Examiner -------------------------------------------- Law360 reports that the judge overseeing the bankruptcy of the Chicago Sun-Times and its sister media companies has appointed a fee examiner to review all expense and fee requests for the professionals involved in the case. Sun-Times Media Group, Inc. (Pink Sheets: SUTMQ) -- http://www.thesuntimesgroup.com/-- (Pink Sheets: SUTM) owns media properties including the Chicago Sun-Times and Suntimes.com and 58 suburban newspaper titles and corresponding Web sites. The Company and its affiliates conduct business as a single operating segment which is concentrated in the publishing, printing, and distribution of newspapers in greater Chicago, Illinois, metropolitan area and the operation of various related Web sites. The Company also has affiliates in Canada, the United Kingdom, and Burma. Sun-Times Media's balance sheet at September 30, 2008, showed total assets of $479.9 million, total liabilities of $801.7 million, resulting in a stockholders' deficit of roughly $321.8 million. The Company and its affiliates filed for Chapter 11 bankruptcy protection on March 31, 2009 (Bankr. D. Del. Case No. 09-11092). James H.M. Sprayregan, P.C., James A. Stempel, Esq., David A. Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland & Ellis LLP, assist the Debtors in their restructuring efforts. Sun-Times Media's investment banker is Rothschild Inc. and its estructuring advisor is Huron Consulting Group. Kurtzman Carson Consultants LLC is the Debtors' claims agent. As of November 7, 2008, the Debtors listed $479,000,000 in assets and $801,000,000 in debts. SWIFT TRANSPORTATION: Bank Debt Trades at 7% Off ------------------------------------------------ Participations in a syndicated loan under which Swift Transportation Co., Inc., is a borrower traded in the secondary market at 93.16 cents-on-the-dollar during the week ended Friday, Feb. 19, 2010, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.59 percentage points from the previous week, The Journal relates. The Company pays 325 basis points above LIBOR to borrow under the facility. The bank loan matures on March 15, 2014, and carries Moody's B3 rating and Standard & Poor's B- rating. The debt is one of the biggest gainers and losers among 187 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Swift Transportation Co., Inc. -- http://www.swifttrans.com/-- hauls freight such as building materials, paper products, and retail merchandise throughout the U.S. and in Mexico. The Company operates a fleet of about 18,000 tractors and 48,000 trailers from a network of about 40 terminals. Its services include dedicated contract carriage, in which drivers and equipment are assigned to a customer long-term. Besides standard dry ans, Swift's fleet includes refrigerated, flatbed, and other specialized trailers, as well as about 5,800 intermodal containers. TAMPA FORK LIFT: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Tampa Fork Lift, Inc. P.O. Box 76054 Tampa, FL 33675 Bankruptcy Case No.: 10-03377 Chapter 11 Petition Date: February 18, 2010 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: Caryl E. Delano Debtor's Counsel: Scott A. Stichter, Esq. Stichter, Riedel, Blain & Prosser 110 E. Madison Street, Suite 200 Tampa, FL 33602-4700 Tel: (813) 229-0144 Fax: (813) 229-1811 Email: sstichter.ecf@srbp.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/flmb10-03377.pdf The petition was signed by Gary A. Mansell, president of the company. TELIPHONE CORP: Earns $143,807 in 1st Qtr. Ended December 31 ------------------------------------------------------------ Teliphone Corp. reported net income applicable to common shares of $143,807 on revenues of $1,394,535 for the three months ended December 31, 2009, compared with net income applicable to common shares of $14,242 on revenues of $319,690 for the same period of 2008. For the period ending December 31, 2009, revenue was derived from the sale of $1,331,791 of VoIP hardware and services to residential and business retail clients and $62,744 VoIP hardware and services to wholesale customers. For the period ending December 31, 2008, revenue was derived from the sale of $295,063 of VoIP hardware and services to residential and business retail clients and $24,627 VoIP hardware and services to wholesale customers. Results for the current quarter includes a one-time, non-cash gain of $114,805 due to a negotiated settlement with a large supplier. Balance Sheet At December 31, 2009, the Company's consolidated balance sheets showed total assets of $1,652,419, total liabilities of $1,312,403, and total stockholders' equity of $340,016. The Company's consolidated balance sheets at December 31, 2009, also showed strained liquidity with $768,433 in total current assets available to pay $1,241,575 in total current liabilities. A full-text copy of the Company's quarterly report is available for free at http://researcharchives.com/t/s?5373 Going Concern Doubt The Company has a working capital deficiency of $473,142 as of December 31, 2009, and has an accumulated deficit of $1,506,902 through December 31, 2009. While the Company demonstrates that it has recently become profitable, the existence of the working capital deficiency continues to raise substantial doubt about the Company's ability to continue as a going concern. About Teliphone Corp. Based in Miami Beach, Fla., Teliphone Corp. (OTC BB: TLPH) -- http://www.teliphone.ca/-- provides broadband telephone services utilizing its voice over Internet protocol (VoIP) technology platform in Canada. The Company was founded in 2004 and is based in Montreal, Canada. TEXAS WYOMING: Causes of Action Preserved Under Plan ---------------------------------------------------- WestLaw reports that although, under the Fifth Circuit's United Operating standard, the language in a Chapter 11 plan providing a blanket reservation did not preserve for the reorganized debtor claims that belonged to the bankruptcy estate, the language in the associated disclosure statement sufficiently identified the debtor's potential claims against a law firm and an attorney for breach of contract, breach of the duty of care, and legal malpractice for the debtor to retain post-confirmation standing to pursue such claims. The disclosure statement identified the subject defendants by name and identified the basis for the causes of action against them. Accordingly, creditors reading the disclosure statement and the underlying plan would have expected the debtor to pursue the defendants post-confirmation in her performance of the plan. In re Texas Wyoming Drilling, Inc., --- B.R. ----, 2010 WL 276653 (Bankr. N.D. Tex.) (Lynn, J.). Drilling contractor and service company Texas Wyoming Drilling, Inc. -- http://www.texaswyoming.com-- sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 07-41650) on Apr. 16, 2007; is represented by Jeffery D. Carruth, Esq., Mark A. Castillo, Esq., and Stephanie Diane Curtis, Esq., at The Curtis Law Firm, P.C., in Dallas, Tex.; and estimated its assets and debts at more than $1 million to $100 million at the time of the filing. The Bankruptcy Court confirmed Texas Wyoming's Chapter 11 plan on Nov. 13, 2008, and that plan was declared effective before the end of the year. The Reorganized Debtor commenced post-confirmation litigation (Bankr. N.D. Tex. Adv. Pro. No. 09-04015) on Apr. 29, 2009, against recipients of dividends, asserting that dividend payments were avoidable as fraudulent transfers. On July 14, 2009, following a material default under the chapter 11 plan, the Court, sua ponte based on 11 U.S.C. Sec. 1112(b)(4)(N), converted the Reorganized Debtor's chapter 11 case to a Chapter 7 proceeding, and the U.S. Trustee appointed John Dee Spicer to serve as the Chapter 7 Trustee. The recipients moved for summary judgment, arguing, inter alia, that debtor lacked standing to pursue the avoidance claims. The Honorable Dennis Michael Lynn disagrees, and gave Mr. Spicer the green light to pursue his claims against the recipients. THREE-FIVE SYSTEMS: Sets Final Liquidating Payment on February 24 ----------------------------------------------------------------- Three-Five Systems, Inc., disclosed that it anticipates making its final liquidating distribution to certain of its stockholders on or about February 24, 2010. The Company had been awaiting confirmation from the Depository Trust Company of the length of additional time DTC needed to prepare for the distribution. The distribution will be made in accordance with the terms of the Amended Joint Plan of Reorganization of the Company that was confirmed by the United States Bankruptcy Court (the "Plan") on August 30, 2006. The Company announced the final liquidating distribution on December 29, 2009. Except for the payment date, there have been no changes in the terms or conditions associated with the distribution, including the amount payable to stockholders. About Three-Five Systems The Company previously conducted the business of providing specialized electronics manufacturing services to original equipment manufacturers (OEMs). The Company has ceased conducting business operations. Its only activities consist of liquidating its assets and preparing for dissolution pursuant to the Plan. "Three-Five Systems" and "TFS-DI" are trademarks of the Company. All other trademarks used herein are the property of their respective owners. TLC VISION: Amended Plan Promises to Return 100% to Unsecureds -------------------------------------------------------------- TLC Vision (USA) Corp. and its units filed with the U.S. Bankruptcy Court for the District of Delaware a disclosure statement with respect to their amended Chapter 11 Plan of Reorganization. The Debtors will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the Disclosure Statement, the Plan provides for the distribution of the proceeds derived from the sale of the Debtors' assets, under the Plan Sponsor agreement to the Debtors' secured and unsecured creditors. Holders of the allowed Class A4, B3 and C5 prepetition lender secured claims in will be paid in full. Holders of allowed Class A5 and B4 general unsecured claims will receive a pro rata distribution from a cash pool established for the claims. Holders of allowed Class 3 general unsecured claims will be paid in full or the claims will be reinstated. Under the Plan, each holder of general unsecured claim will receive, in full satisfaction, settlement, release, extinguishment and discharge of the claim, its pro rata share of: (i) cash in the amount of 90% of the aggregate amount of all allowed Class A5 claims, up to a maximum amount (when combined with amount of all allowed Class B4 claims) of $9,000,000; and (ii) from the general unsecured creditor note, 10% of all allowed Class A5 claims, up to a maximum amount (when combined with allowed Class B4 claims) of $3,000,000; provided, however, that in the event that holders of allowed Class A5 claims are paid in full, any remaining balance will be distributed pro rata to holders of allowed claims in Class B4. Estimated percentage recovery is 100% of their claims. In the original iteration of the Plan, holders of general unsecured claims against TLC USA were to recovery only recover 10%. A full-text copy of the amended Disclosure Statement is available for free at http://bankrupt.com/misc/TLCVision_AmendedDS.pdf A full-text copy of the amended Plan of Reorganization is available for free at: http://bankrupt.com/misc/TLCVision_AmendedPlan.pdf TLCVision -- http://www.tlcvision.com/-- is North America's premier eye care services company, providing eye doctors with the tools and technologies needed to deliver high-quality patient care. Through its centers' management, technology access service models, extensive optometric relationships, direct to consumer advertising and managed care contracting strength, TLCVision maintains leading positions in Refractive, Cataract and Eye Care markets. TLC Vision (USA) Corporation, and two of its corporate affiliates filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del. Case No. 09-14473). The petition says assets and debts are $100 million to $500 million. The Company's lead U.S. restructuring counsel is the law firm of Proskauer Rose LLP and Canadian restructuring counsel is the law firm of Torys LLP. The Company's financial advisor is Conway Del Genio Gries & Co., LLC. Epiq Bankruptcy Solutions is claims and notice agent. TLC VISION: Creditors Have Until March 22 to File Proofs of Claim ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has established March 22, 2010, at 5:00 p.m. (prevailing Eastern Time) as the last day for any individual or entity to file proofs of claim against TLC Vision (USA) Corp. and its debtor-affiliates. The Court also set June 21, 2010, at 5:00 p.m. (ET) as the governmental unit bar date. Proofs of claim must be delivered to: 1. Via first class mail: TLC Vision (USA) Corporation Claims Processing Center c/o Epiq Bankruptcy Solutions, LLC FDR Station, P.O. Box 5082 New York, NY 10150-5082 2. Via hand delivery or overnight mail: TLC Vision Corporation Claims Processing Center c/o Epiq Bankruptcy Solutions, LLC 757 Third Avenue, 3rd Floor New York, NY 10017 TLCVision -- http://www.tlcvision.com/-- is North America's premier eye care services company, providing eye doctors with the tools and technologies needed to deliver high-quality patient care. Through its centers' management, technology access service models, extensive optometric relationships, direct to consumer advertising and managed care contracting strength, TLCVision maintains leading positions in Refractive, Cataract and Eye Care markets. TLC Vision (USA) Corporation, and two of its corporate affiliates filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del. Case No. 09-14473). The petition says assets and debts are $100 million to $500 million. The Company's lead U.S. restructuring counsel is the law firm of Proskauer Rose LLP and Canadian restructuring counsel is the law firm of Torys LLP. The Company's financial advisor is Conway Del Genio Gries & Co., LLC. Epiq Bankruptcy Solutions is claims and notice agent. TLC VISION: Files Schedules of Assets and Liabilities ----------------------------------------------------- TLC Vision (USA) Corp. filed with the U.S. Bankruptcy Court filed for the District of Delaware new schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $123,178,334 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $107,699,504 E. Creditors Holding Unsecured Priority Claims $102,768 F. Creditors Holding Unsecured Non-priority Claims $14,353,983 ----------- ----------- TOTAL $123,178,334 $122,156,255 TLCVision -- http://www.tlcvision.com/-- is North America's premier eye care services company, providing eye doctors with the tools and technologies needed to deliver high-quality patient care. Through its centers' management, technology access service models, extensive optometric relationships, direct to consumer advertising and managed care contracting strength, TLCVision maintains leading positions in Refractive, Cataract and Eye Care markets. TLC Vision (USA) Corporation, and two of its corporate affiliates filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del. Case No. 09-14473). The petition says assets and debts are $100 million to $500 million. The Company's lead U.S. restructuring counsel is the law firm of Proskauer Rose LLP and Canadian restructuring counsel is the law firm of Torys LLP. The Company's financial advisor is Conway Del Genio Gries & Co., LLC. Epiq Bankruptcy Solutions is claims and notice agent. TRIBUNE CO: Bank Debt Trades at 40% Off in Secondary Market ----------------------------------------------------------- Participations in a syndicated loan under which Tribune Co. is a borrower traded in the secondary market at 59.93 cents-on-the- dollar during the week ended Friday, Feb. 19, 2010, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 0.95 percentage points from the previous week, The Journal relates. The loan matures May 17, 2014. Tribune pays 300 basis points above LIBOR to borrow under the facility. Moody's has withdrawn its rating on the bank debt, while it is not rated by Standard & Poor's. The debt is one of the biggest gainers and losers among 187 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) UNI IMAGING: MRI Lease Was Not a Disguised Financing Deal --------------------------------------------------------- WestLaw reports that the price at which a Chapter 11 debtor had the option of acquiring leased magnetic resonance imaging (MRI) equipment at the end of the 66-month lease term, in the amount of $175,000, could not be regarded as "nominal" in relation to the equipment's anticipated remaining value of $328,742, especially where it would cost the debtor no more than $26,000 to remove the equipment and return it to the lessor. Accordingly, the lease agreement failed Pennsylvania's statutory "bright line" test for recharacterization as a security agreement. A bankruptcy judge also held that the debtor failed to show that the lessor would retain no meaningful residual interest in the equipment at the end of the lease term, and directed the debtor to assume or reject the lease. In re Uni Imaging Holdings, LLC, --- B.R. ----, 2010 WL 148422 (Bankr. N.D.N.Y.) (Gerling, J.). Uni Imaging Holdings, LLC, sought Chapter 11 protection (Bankr. N.D.N.Y. Case No. 08-61716) on July 21, 2008; is represented by Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C., in Syracuse, N.Y.; and estimated its assets at less than $1 million and its debts at less than $10 million at the time of the filing. US CONCRETE: Hires Kirkland, Lazard & Alix for Restructuring ------------------------------------------------------------ U.S. Concrete, Inc., has engaged Lazard Freres & Co. LLC and AlixPartners as its financial advisors, and Kirkland & Ellis LLP as its legal advisor, to assist the Company in assessing potential alternatives to strengthen its balance sheet. These alternatives include addressing the Company's 8 3/8% senior subordinated notes due April 1, 2014. U.S. Concrete also announced that it has entered into an amendment of its senior credit facility to, among other items, temporarily lower the springing fixed-charge coverage ratio availability trigger from $25 million to $20 million to provide the Company an additional $5.0 million in short-term liquidity until April 30, 2010. The Company also received a waiver through April 30, 2010 regarding a default for any non-payment of the interest payment on the senior subordinated notes due April 1, 2010. The full amendment will be attached as an exhibit to the Company's Form 8- K, which will be filed shortly. "We believe that engaging in discussions with our bondholders to improve our capital structure and provide financial flexibility is in the best interest of the Company and its constituents," said Michael W. Harlan, U.S. Concrete's President and Chief Executive Officer. "As we have previously disclosed, we continue to face economic headwinds which, combined with the recent inclement weather we have experienced in each of our markets, has placed added pressure on our liquidity. We believe the amendment of our senior credit facility provides us with additional access to liquidity to continue to provide quality service and products to our customers throughout this process." About U.S. Concrete U.S. Concrete services the construction industry in several major markets in the United States through its two business segments: ready-mixed concrete and concrete-related products; and precast concrete. The Company has 125 fixed and 11 portable ready-mixed concrete plants, seven precast concrete plants and seven producing aggregates facilities. During 2008 (including acquired volumes), these plant facilities produced approximately 6.3 million cubic yards of ready-mixed concrete and 3.5 million tons of aggregates. US FOODSERVICE: Bank Debt Trades at 14% Off in Secondary Market --------------------------------------------------------------- Participations in a syndicated loan under which U.S. Foodservice, Inc., is a borrower traded in the secondary market at 86.15 cents- on-the-dollar during the week ended Friday, Feb. 19, 2010, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 0.60 percentage points from the previous week, The Journal relates. The Company pays 275 basis points above LIBOR to borrow under the facility. The bank loan matures on July 3, 2014. It carries Moody's B2 rating and is not rated by Standard & Poor's. The debt is one of the biggest gainers and losers among 187 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. U.S. Foodservice, Inc. -- http://www.usfoodservice.com/-- is a foodservice supplier serving some 250,000 customers from more than 70 distribution facilities. The Company supplies restaurants, hotels, school, and other foodservice operators with a wide variety of food products, including canned and dry foods, meats, frozen foods, and seafood. It also distributes kitchen equipment and cleaning supplies among other non-food supplies. U.S. Foodservice distributes both national brand products and its own private labels. Tracing its roots to 1853, the company is owned by private equity firms KKR & Co. and Clayton, Dubilier & Rice. UNISYS CORPORATION: Board Names Paul Weaver as Director ------------------------------------------------------- The Board of Directors of Unisys Corporation elected Paul E. Weaver as the company's director and named Mr. Weaver to the Audit Committee of the Board. Mr. Weaver was with PricewaterhouseCoopers from 1972 to 2006, serving as the firm's Vice Chairman from 1994 to 1999 and as Chairman of its Global Technology and Infocomm practice from 1999 to 2006. Mr. Weaver is currently a director of AMN Healthcare, Inc. Clayton M. Jones has decided that he will not stand for reelection as a director of Unisys Corporation at the company's 2010 annual meeting scheduled for April 29, 2010. About Unisys Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS) -- http://www.unisys.com/-- provides a portfolio of IT services, software, and technology that solves critical problems for clients. With more than 26,000 employees, Unisys serves commercial organizations and government agencies throughout the world. According to the Troubled Company Reporter on Feb. 9, 2010, Unisys Corporation said it has $2.95 billion in total assets, $1.39 billion in total liabilities, 845.9 million in long-term debt, $1.64 billion in long-term postretirement liabilities, $347.3 million in commitments and contingencies resulting to a $1.27 billion stockholders' deficit for fourth quarter ended Dec. 1, 2009. UNITED ENERGY: Posts $563,494 in Q3 Ended December 31 ----------------------------------------------------- United Energy Corp. reported a net loss of $563,494, or $0.02 per share, as compared to a net loss of $226,454, or $0.01 per share, for the three months ended December 31, 2008. Revenues for the three months ended December 31, 2009, were $437,075, a $93,545, or 27% increase from revenues of $343,530 in the comparable three months of 2008. Nine Months Results Revenues for the nine-month period ended December 31, 2009, were $1,444,281, a $502,757 or 53% increase from revenues of $941,524 in the comparable nine-month period ended December 31, 2008. The nine months ended December 31, 2009, resulted in a net loss of $1,243,045, or $0.04 per share, as compared to a net loss of $843,912, or $0.03 per share, for the nine months ended December 31, 2008. Balance Sheet At December 31, 2009, the Company's consolidated balance sheets showed total assets of $1,086,675, total liabilities of $868,503, and total stockholders' equity of $218,172. The Company's consolidated balance sheets at December 31, 2009, also showed strained liquidity with $640,901 in total current assets available to pay $868,503 in total current liabilities. A full-text copy of the Company's quarterly report is available for free at http://researcharchives.com/t/s?5376 Going Concern Doubt The Company has year-end losses from operations and has an accumulated deficit of $23,323,865 as of December 31, 2009. During the nine months ended December 31, 2009, the Company experienced a net loss from operations of $1,209,114 and cash flow from operations of $42,020. "These matters raise substantial doubt about the Company's ability to continue as a going concern." About United Energy United Energy Corp. (OTC BB: UNRG) -- http://www.unitedenergycorp.net/-- engages in the development, manufacture, and sale of specialty chemical products in the United States and internationally. The Company was formerly known as Aztec Silver Mining Co. United Energy Corp. was founded in 1971 and is based in Secaucus, New Jersey. US TELEPACIFIC: S&P Raises Corporate Credit Rating to 'B-' ---------------------------------------------------------- Standard & Poor's Ratings Services said it raised its ratings, including its corporate credit rating to 'B-' from 'CCC+', on Los Angeles-based competitive local exchange carrier U.S. TelePacific Holdings Corp. The outlook is stable. S&P removed the corporate credit rating from CreditWatch with positive implications, where it had been placed on Jan. 26, 2010, following the company's announcement of its proposed financing plan. The issue-level rating on the company's $370 million senior secured term loan (upsized from $360 million) and $25 million revolving credit remains at 'CCC+' with a recovery rating of '5', which indicates expectations for modest (10% to 30%) recovery in the event of payment default. Additionally, S&P withdrew the ratings on TelePacific's $199 million senior secured term loan and $30 million revolver since that debt was repaid. "The upgrade reflects an improvement in credit quality following the successful completion of the refinancing transaction," said Standard & Poor's credit analyst Allyn Arden, "including greater covenant cushion under the new senior secured credit facility. S&P considered the prior covenant package inadequate. The refinancing also extends the company's major maturities to 2015 from 2012. USEC INC: Committee Approves Changes to Annualized Award Levels --------------------------------------------------------------- The Compensation Committee of the Board of Directors of USEC Inc. approved changes to the annualized award levels for the named executive officers under its long-term incentive program for 2010. The Long-Term Incentive Program includes annual grants of restricted stock and non-qualified stock options with vesting periods of three years for executive officers and other plan participants, and the annualized award levels are expressed as a percentage of the executive officer's base salary. The Long-Term Incentive Program also included a separate performance component. For 2009, this performance component consisted of a one-year performance-based award for the period January 1, 2009 through December 31, 2009 payable in restricted stock that vested over three years. Target awards for 2009 were based on a percentage of the executive's base salary as follows: Chief Executive Officer: 100%; other Named Executive Officers: 60%. The Compensation Committee determined not to continue the Performance Plan in 2010 but instead to fold it into the annual grant of restricted stock by increasing the annualized award levels of restricted stock for the Named Executive Officers by an equivalent amount. The changes approved to the annualized award levels of restricted stock for the Named Executive Officers for 2010: Name Restricted PLUS: Performance Restricted Stock Stock 2009 Plan 2009 Annualized 2010 Percentage (of base (% of base salary) (of base salary) salary) John Welch 75% +100% 175% John C. Barpoulis 60% +60% 120% Philip G. Sewell 60% +60% 120% Robert Van Namen 60% +60% 120% W. Lance Wright 40% +60% 100% No changes were made to the annualized award levels of stock options for the Named Executive Officers for 2010. About USEC Inc. Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) -- http://www.usec.com/-- a global energy company, is a supplier of enriched uranium fuel for commercial nuclear power plants. * * * According to the Troubled Company Reporter on Dec. 30, 2009, USEC Inc. has a revolving credit that matures in August and a corporate rating from Standard & Poor's that recently declined one click to CCC+, matching the action taken on Dec. 18 by Moody's Investors Service. USEC INC: Joseph Paquette to Retire as Director ----------------------------------------------- Joseph F. Paquette, Jr., informed the Board of Directors of USEC Inc. that he will retire as a director when his current term ends at the 2010 annual meeting of shareholders scheduled for April 29, 2010. Mr. Paquette has been a director since 2001. Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) -- http://www.usec.com/-- a global energy company, is a supplier of enriched uranium fuel for commercial nuclear power plants. * * * According to the Troubled Company Reporter on Dec. 30, 2009, USEC Inc. has a revolving credit that matures in August and a corporate rating from Standard & Poor's that recently declined one click to CCC+, matching the action taken on Dec. 18 by Moody's Investors Service. VALCOM INC: Posts $1.6 Million Net Loss in Fiscal Year 2009 ----------------------------------------------------------- ValCom, Inc. reported a net loss of $1,608,384 on revenues of $766,355 for the fiscal year ended September 30, 2009, compared to a net loss of $706,429 on revenues of $935,691 for fiscal year 2008. The decrease in revenue was principally due to reduced production activity. At September 30, 2009, the Company's balance sheets showed $1,352,716 in total assets and $2,076,400 in total liabilities, resulting in a $723,684 shareholders' deficit. The Company's balance sheets at September 30, 2009, also showed strained liquidity with $702,703 in total current assets available to pay $2,076,400 in total current liabilities. The financial statements are unaudited. A full-text copy of the Company's annual report for fiscal year 2009 is available for free at http://researcharchives.com/t/s?536e Going Concern Doubt As of and for the year ended September 30, 2009, the Company has a negative working capital, has incurred significant net losses, and has negative cash flows from operating activities. In addition, the Company had an accumulated loss of $20,614,103. "These conditions raise substantial doubt about the Company's ability to continue as a going concern." About ValCom Inc. Headquartered in Indian Rocks Beach, Florida, ValCom, Inc. (OTC BB: VLCO) -- http://www.valcom.tv/-- is a diversified, fully integrated, independent entertainment company that has been in operation since 1983. ValCom, Inc., through its operating divisions and subsidiaries, creates and operates full service facilities that accommodate film, television and commercial productions with its four divisions comprised of studio and rental, television and film, broadcasting, and live theater. On July 14, 2007, the Company voluntarily filed for protection under Chapter 11 of the U.S. Bankruptcy Code. The Company emerged from bankruptcy the following year. VALUE CITY: Unsecured Claims to Get Pro Rata Share from Fund ------------------------------------------------------------ Value City Holdings Inc. and its debtor-affiliates filed with the U.S. Bankruptcy Court for the Southern District of New York a disclosure statement explaining its Plan of Liquidation. The Debtors will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the Disclosure Statement, the Plan provides for substantive consolidation of the operating Debtors' estates, but solely for purposes of voting, confirmation, and making distributions to the holders of allowed claims and allowed interests under the Plan. The Debtors will continue to exist as Liquidating Companies on and after the effective date. All property of the Debtors will vest in the Liquidating Companies, free and clear of all claims, interests, liens, charges or other encumbrances. Tiger Capital Group, LLC, a liquidator and financial consultant, will perform store closings, liquidation and other promotional type sales at the majority of stores covered by the Burlington Transaction. On the effective date, the Plan Administrator will be appointed and will succeed to the powers as would have been applicable to the Liquidating Companies' officers, directors and shareholders, including the power to pursue causes of action and avoidance actions, and to dissolved the Liquidating Companies. Under the plan, each holder of an allowed general unsecured claim will receive, on account of the allowed claim, on the initial distribution date and each subsequent distribution date, cash in the amount of the holder's pro rata share of the distributable cash in the claims distribution fund. The total amount of unsecured claim amounted to $133 million. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/ValueCity_DS.pdf A full-text copy of the Plan of Liquidation is available for free at http://bankrupt.com/misc/ValueCity_Plan.pdf About Value City Holdings Inc. Headquartered in Columbus, Ohio, Value City Holdings Inc. -- http://www.valuecity.com/-- operates a chain of department stores in the United States. The company and eight of its affiliates filed for Chapter 11 protection on Oct. 26, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-14197). John Longmire, Esq., and Lauren C. Cohen, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors' in their restructuring efforts. Epiq Bankruptcy Solutions LLC is the claims, noticing and balloting agent for the Debtors. Glenn R. Rice, Esq., at Otterbourg Steindler Houston & Rosen, PC, represents the official committee of unsecured creditors as counsel. When the Debtors filed for protection from their creditors, they listed assets and debts between $100 million and $500 million each. In November 2008, Judge James M. Peck of the U.S. Bankruptcy Court for the Southern District of New York granted Value City Holdings permission to conduct going-out-of-business sales to be managed by liquidator and financial consultant Tiger Capital Group LLC. VERECLOUD INC: Posts $189,700 Net Loss in Q2 Ended Dec. 31 ---------------------------------------------------------- Verecloud, Inc., reported a net loss of $189,724 on revenue of $1,367,131 for the three months ended December 31, 2009, compared to net income of $640,968 on revenue of $1,955,976 for the same period of 2008. Revenue for the three months ended December 31, 2009, decreased 30% compared to 2008 due to the termination of the SkyTerra contract in November 2009. Six Months Results For the six months ended December 31, 2009, the Company reported revenue of $4,866,153, compared with revenue of $3,992,264 for the six months ended December 31, 2008. The increase in revenue was primarily due to the increase of activity at SkyTerra and other customers in July 2009 through October 2009 partially offset by the termination of the SkyTerra contract in November 2009. Net loss for the six months ended December 31, 2009, was $1,720,798, compared to net income of $1,424,879 for the fiscal six months ended December 31, 2008. For the six months ended December 31, 2009, the Company recorded a goodwill impairment charge of $2,437,177 to reflect the loss of SkyTerra in November 2009. Excluding the goodwill impairment, for the six months ended December 31 2009, the Company would have reported net income of $716,379. Balance Sheet At December 31, 2009, the Company's consolidated balance sheets showed $1,963,302 in total assets and $3,032,606 in total liabilities, resulting in a $1,069,304 shareholders' deficit. The Company's consolidated balance sheets at December 31, 2009, also showed strained liquidity with 1,862,199 in total current assets available to pay $1,912,606 in total current liabilities. A full-text copy of the Company's quarterly report is available for free at http://researcharchives.com/t/s?53ac Going Concern Doubt On November 2, 2009, the Company received a contract termination notice from its largest customer, SkyTerra. SkyTerra accounted for 93% of the Company's revenue for the six months ended December 31, 2009. "This raises substantial doubt about the Company's ability to continue as a going concern." Management believes that actions presently being taken to raise funds provide the opportunity for the Company to continue as a going concern. As of February 16, 2010, the Company's current cash balance can fund operations through April 2010. The Company is actively pursuing additional funding and is seeking up to $20 million to fund operations through 2011 and service the outstanding debt. If the Company is able to raise the required capital and execute on its business plan, it anticipates being cash flow positive in the first half of 2012. About Verecloud Inc. Based in Englewood, Colo., Verecloud, Inc., formerly known as Network Cadence, Inc., is focused on providing professional services and business platform solutions to communication service providers ("CSPs"). These services and solutions are focused on the service delivery platform component of CSPs back office systems and enable CSPs to, among other things, operate more efficiently, introduce new products faster and deliver a better customer experience. VIANT HOLDINGS: S&P Keeps 'B' Counterparty Credit Rating -------------------------------------------------------- Standard & Poor's Ratings Services said it kept its 'B' counterparty credit rating on Viant Holdings Inc. on CreditWatch, where it was placed on Aug. 5, 2009, with positive implications. "S&P believes that MultiPlan and Viant still intend to consummate their merger and that a regulatory decision could be reached by the end of first-quarter 2010," said Standard & Poor's credit analyst James Sung. "Following the close of the transaction, S&P likely will raise the counterparty credit rating on Viant to 'B+', the same level as MultiPlan, from 'B'." S&P will resolve the CreditWatch status upon the close of the transaction. VITESSE SEMINCONDUCTOR: Inks New Employment Contract with Gardner ----------------------------------------------------------------- Vitesse Semiconductor Corporation entered into a new Employment Agreement with Christopher Gardner. Pursuant to the terms of the 2010 Employment Agreement, Mr. Gardner will receive a base salary of $375,000 and is eligible to receive a target bonus of 100% of his base salary and a maximum bonus of 150% of his base salary. The amount of any such bonus is subject to the discretion of the Company's Compensation Committee. In connection with entering into the 2010 Employment Agreement, the Company's Compensation Committee granted Mr. Gardner 1,800,000 restricted stock units and stock options to purchase 1,800,000 shares. The RSUs and stock options were granted pursuant to the terms of the Company's amended and restated 2001 Stock Incentive Plan. The stock options have an exercise price of $0.26 per share and vest 25% per year over four years. The RSUs vest over three years, with one-third of the RSU grant vesting on each one-year anniversary of the date of grant. If Mr. Gardner's employment is terminated by him for Good Reason or by Vitesse other than For Cause, Mr. Gardner would be entitled to receive a lump sum payment equal to (a) two years of his base salary plus (b) two times his maximum target bonus plus (c) a pro rata portion (based upon the portion of the fiscal year prior to his termination date) of either (i) his target bonus or (ii) in the case of a termination for such reasons within 24 months following a Change of Control Event, a pro rata portion of the greater of his target bonus or the amount of his bonus in the prior fiscal year, whichever is greater. If Mr. Gardner's employment is terminated by Vitesse other than For Cause during the one-year period prior to a Change of Control Event and Mr. Gardner can demonstrate that his termination arose in connection with or anticipation of such Change of Control Event, then all RSUs which are subject solely to time-based vesting and were outstanding immediately prior to Mr. Gardner's final day of employment will become fully vested and, to the extent such Change of Control Event occurs during the six-month period following the termination date of Mr. Gardner's employment, all of his outstanding options which are subject solely to time- based vesting shall become fully vested as of the Change of Control Event. If Mr. Gardner's employment is terminated by him for Good Reason or by the Company other than For Cause during the 24-month period following a Change of Control Event, then all outstanding stock options and RSUs which are subject solely to time-based vesting shall become fully vested. The terms "Change of Control Event" and "For Cause" have substantially the same meanings in the 2010 Employment Agreement as in the Prior Employment Agreement. The term "Good Reason" has substantially the same meaning in the 2010 Employment Agreement as in the Prior Employment Agreement except that it does not include a "Change of Control Event" as a basis for a "Good Reason" termination by Mr. Gardner. The 2010 Employment Agreement contains a provision that would require Mr. Gardner to return any bonus payments earned if the Company were required to prepare an accounting restatement to correct an accounting error on an interim or annual financial statement included in a report on Form 10-Q or Form 10-K, due to material noncompliance with any financial reporting requirement under the federal securities laws, and the Company's Board of Directors determines that misconduct by Mr. Gardner occurred and caused such restatement. The 2010 Employment Agreement terminates on February 12, 2012. About Vitesse Semiconductor Based in Camarillo, California, Vitesse Semiconductor Corporation (Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs, develops and markets a diverse portfolio of high-performance, cost-competitive semiconductor solutions for Carrier and Enterprise networks worldwide. Engineering excellence and dedicated customer service distinguish Vitesse as an industry leader in Gigabit Ethernet, Ethernet-over-SONET, Optical Transport, and other applications. Vitesse had total assets of $107,636,000 against total debts of $160,101,000 as of June 30, 2009. Vitesse entered into debt restructuring agreements in October 2009 with its major creditors, which allow the Company to satisfy its creditors by converting most of its debt into new common stock, preferred stock and new convertible debentures. Vitesse is seeking stockholder approval to increase the number of authorized shares of the Company's common stock from 500,000,000 to 5,000,000,000 in conjunction with the debt restructuring agreements. The Company has warned if stockholders do not approve the proposal to authorize the Company to issue more shares by February 15, 2010, it will face a 1.0% per month interest charge on the New Debentures (at a cost of about $500,000 per month) beginning on February 16, 2010 and continuing until the increase in the authorized shares is approved. In addition, the holders of the New Debentures will have the right to demand repayment of the principal amount of the debt, plus potentially certain make-whole interest payments representing interest that would have been earned if the bonds had not been converted early. The Company could potentially be forced to file for protection from creditors under Chapter 11 of the U.S. Bankruptcy Code. WEST CORP: Bank Debt Trades at 3% Off in Secondary Market --------------------------------------------------------- Participations in a syndicated loan under which West Corporation is a borrower traded in the secondary market at 96.58 cents-on- the-dollar during the week ended Friday, Feb. 19, 2010, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents an increase of 0.53 percentage points from the previous week, The Journal relates. The Company pays 237.5 basis points above LIBOR to borrow under the facility. The bank loan matures on May 11, 2013, and carries Moody's B1 rating and Standard & Poor's BB- rating. The debt is one of the biggest gainers and losers among 187 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. The Troubled Company Reporter on Oct. 9, 2009, said that Moody's does not expect to take any immediate rating action following West Corporation's announcement that it has filed for an initial public offering of its common stock. West indicated in its Form S-1 filing that it intends to use part of the net proceeds from the offering to repay or repurchase indebtedness. The last rating action on West Corporation was on May 8, 2007, at which time Moody's lowered the senior secured credit facility rating to B1 from Ba3 while affirming all other credit and liquidity ratings. Based in Omaha, Nebraska, West Corporation is a leading provider of business process outsourcing services. West has a B2 Corporate Family Rating and a stable rating outlook. WESTERN REFINING: Bank Debt Trades at 9% Off in Secondary Market ---------------------------------------------------------------- Participations in a syndicated loan under which Western Refining, Inc., is a borrower traded in the secondary market at 91.04 cents- on-the-dollar during the week ended Friday, Feb. 19, 2010, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.50 percentage points from the previous week, The Journal relates. The Company pays 600 basis points above LIBOR to borrow under the facility. The bank loan matures on May 31, 2013, and carries Moody's B3 rating and Standard & Poor's BB- rating. The debt is one of the biggest gainers and losers among 187 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Western Refining, Inc., headquartered in El Paso, Texas, is an independent refining and marketing company. Western owns and operates a 128,000 barrel per day low complexity light sweet refinery at El Paso, Texas, a medium sized relatively complex coking refinery at Yorktown, Virginia, and two very small light sweet crude oil refineries in the Four Corners region of New Mexico. WHOLE FOODS: S&P Changes Outlook to Positive; Affirms 'BB-' Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services said that it revised its rating outlook for Austin, Texas-based grocer Whole Foods Markets Inc. to positive from stable. At the same time, the 'BB-' corporate credit rating was affirmed. As of Jan. 17, 2010, Whole Foods had about $734 million of debt or roughly $3.5 billion of lease-adjusted debt. As expected, lease- adjusted debt to EBITDA improved significantly in the first quarter, primarily because of the conversion of $425 million of preferred stock (which S&P treated as debt-like obligations) to common shares in November 2009 and lower operating-lease adjustments. Lease-adjusted debt to EBITDA improved to 4.0x at the end of its first quarter, compared with 4.7x at the end of 2009. EBITDA coverage of interest was 2.9x and FFO to total debt was 15%. "The outlook revision to positive reflects S&P's expectation that Whole Foods' credit metrics could improve meaningfully if it uses is excess cash to pay down its term loan over the next nine to 18 months," said Standard & Poor's credit analyst Stella Kapur. Credit-metric improvement further benefited from improved sales and operating profitability. Whole Foods reported positive identical-store growth of 2.5% for its first quarter ended Jan. 17, 2010, following a decline of 4.3% in 2009. First-quarter revenues grew 7% to $2.6 billion and EBITDA increased a meaningful 17% to $193 million (including stock compensation expense). Operating margin improvement was from increased sales, better inventory management, and more effective use and marketing of the company's products throughout the store, and improved profitability levels at its new stores. Trailing-12-month adjusted operating margins were 10.8% at Jan. 17, 2010. The company's price reduction and promotional activities to draw in traffic have been gaining traction. The rating on Whole Foods Market Inc. reflects the increased competition in the natural foods retail and overall supermarket industry, the company's highly leveraged capital structure, and weak economic conditions that have caused consumers to trade down and cut back on discretionary purchases. The company's position as the leader in the natural and organic food retailing sector only partly offsets these risks. WINDMILL MARKET: Case Summary & 4 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Windmill Market, LLC 6500 W. Flamingo Road Las Vegas, NV 89103 Bankruptcy Case No.: 10-12513 Chapter 11 Petition Date: February 18, 2010 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Bruce A. Markell Debtor's Counsel: H Stan Johnson, Esq. Cjd Law Group, LLC 6293 Dean Martin Drive, Ste. G Las Vegas, NV 89118 Tel: (702) 220-7050 Fax: (702) 220-4577 Email: sjohnson@cjdnv.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 4 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nvb10-12513.pdf The petition was signed by Simon K. Shakib, managing member of the Company. ZAYAT STABLES: Gets Interim Nod to Use Cash Collateral ------------------------------------------------------ Zayat Stables, LLC, sought and obtained interim authorization from the U.S. Bankruptcy Court for the District of New Jersey to use up to $1,040,892 cash collateral of Fifth Third Bank and Keenel and Association, Inc. (the Secured Parties) until March 8, 2010. Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., explains that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. Keeneland has consented to the Debtor's use of cash collateral. In exchange for using Keeneland's and Fifth Third's cash collateral, the Debtor will grant Keeneland and Fifth Third each a replacement perfected security interest and a super-priority administrative expense claim. The Debtor will provide by the 20th day of each month, periodic accountings to the secured parties setting forth the cash receipts and disbursements made by the Debtor during the preceding month. The Court has set a final hearing for March 8, 2010, at 10:00 a.m. on the Debtor's request to use cash collateral. Hackensack, New Jersey-based Zayat Stables, LLC, owns of 203 thoroughbred horses. The Company filed for Chapter 11 bankruptcy protection on February 3, 2010 (Bankr. D. N.J. Case No. 10-13130). The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. ZAYAT STABLES: Wants to Obtain DIP Financing From Sherif El Zayat ----------------------------------------------------------------- Zayat Stable, LLC, has asked for permission from the Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the District of New Jersey to obtain postpetition secured financing from Sherif El Zayat. The DIP lenders have committed to provide up to $2,450,000. Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., explains that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. The Debtor will use the money pursuant to a 13-week budget, a copy of which is available for free at http://bankrupt.com/misc/ZAYAT_budget.pdf The DIP facility will mature upon the effective date of any plan of the Debtor confirmed pursuant to Section 1129 of the U.S. Bankruptcy Code. The DIP facility will incur interest that is prime, to accrue during the administration of the Debtor's case. Mr. Zayat will be afforded administrative expense status. The Court has set a March 8, 2010, at 10:00 a.m. hearing on the Debtor's request to obtain DIP financing. Hackensack, New Jersey-based Zayat Stables owns of 203 thoroughbred horses. The horses, which are collateral for the bank loan, are worth $37 million, according an appraisal mentioned in a court paper. Ahmed Zayat said in a court filing that he personally invested $40 million in the business. The Company filed for Chapter 11 bankruptcy protection on February 3, 2010 (Bankr. D. N.J. Case No. 10-13130). The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. ZENAIDA MASACAYAN POSTOLICA: Voluntary Chapter 11 Case Summary -------------------------------------------------------------- Joint Debtors: Zenaida Masacayan Postolica aka Neddie Postolica aka CB Associates aka Piatranet, LLC aka Neddie Postolica aka CB Associates Danut Laur Postolica aka Dan Postolica aka Romphi International 620 Morse Avenue Sunnyvale, Ca 94085 Bankruptcy Case No.: 10-51522 Chapter 11 Petition Date: February 18, 2010 Court: United States Bankruptcy Court Northern District of California (San Jose) Debtors' Counsel: Lewis Phon, Esq. Law Offices of Lewis Phon 4040 Heaton Court Antioch, CA 94509 Tel: (415) 574-5029 Email: phonlaw@sbcglobal.net 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. * 2010 Bank Closings Now at 20 After 4 Banks Shuttered Friday ------------------------------------------------------------- Regulators closed four banks bank Friday -- George Washington Savings Bank, Orland Park, IL; La Jolla Bank, FSB, La Jolla, CA; The La Coste National Bank, La Coste, TX; and Marco Community Bank, Marco Island, FL -- raising the total closings for this year to 20. The Federal Deposit Insurance Corporation was appointed receiver for the banks. In accordance with Federal law, allowed claims against failed financial institutions will be paid, after administrative expenses, in this order of priority: 1. Depositors 2. General Unsecured Creditors 3. Subordinated Debt 4. Stockholders 2010 Failed Banks List The FDIC was appointed as receiver for the closed banks. To protect the depositors, the FDIC entered into a purchase and assumption agreement with various banks that agreed to assume the deposits of most of the closed banks. The FDIC also entered into loss-share transactions on assets bought by the banks. For this year, the failed banks are: Loss-Share Transaction Party FDIC Cost Assets of Bank That Assumed to Insurance Closed Bank Deposits & Bought Fund Closed Bank (millions) Certain Assets (millions) ----------- ---------- -------------- ----------- George Washington $412.8 FirstMerit Bank $141.4 La Jolla Bank $3,600.0 OneWest Bank, FSB $882.3 The La Coste Nat'l $53.9 Community National $3.7 Marco Community Bank $119.6 Omaha Bank $38.1 1st American State $18.2 Community Development $3.1 First National Bank $832.6 Community & Southern $260.4 Florida Community $875.5 Premier American Bank $352.6 American Marine Bank $373.2 Columbia State Bank $58.9 Marshall Bank, N.A. $59.9 United Valley Bank $4.1 First Regional Bank $2,180.0 First-Citizens Bank $825.5 Comm. Bank & Trust $1,210.0 SCBT, N.A. $354.5 Charter Bank $1,200.0 Charter, Albuquerque $201.9 Evergreen Bank $488.5 Umpqua Bank, Roseburg $64.2 Columbia River Bank $1,100.0 Columbia State Bank $172.5 Bank of Leeton $20.1 Sunflower Bank $8.1 Premier American Bank $350.9 Bond Street subsidiary $85.0 Town Community $69.6 Bank First American $17.8 St. Stephen State $24.7 First State Bank $7.2 Barnes Banking $827.8 {DINB Created} $271.3 Horizon Bank $1,400.0 Washington Federal $539.1 In 2009, there were 140 failed banks, compared with just 25 for 2008. A complete list of banks that failed since 2000 is available at: http://www.fdic.gov/bank/individual/failed/banklist.html 552 Banks on Problem List The Federal Deposit Insurance Corp. said in its Quarterly Banking Profile released November 24 that the number of insured institutions on the agency's "Problem List" rose from 416 to 552 during the quarter, and total assets of "problem" institutions increased from $299.8 billion to $345.9 billion. Both the number and assets of "problem" institutions are now at the highest level since the end of 1993. Total assets of the nation's 8,099 FDIC-insured commercial banks and savings institutions decreased by $54.3 billion (0.4%) during the third quarter of 2009. Total deposits increased by $79.8 billion (0.9%) during the quarter, primarily due to activity in foreign offices, which was up $81.9 billion (5.6%). FDIC's deposit insurance fund (DIF) decreased by $18.6 billion during the third quarter to a negative $8.2 billion primarily because of $21.7 billion in additional provqisions for bank failures. Also, unrealized losses on available-for-sale securities, combined with operating expenses, reduced the fund by $1.1 billion. Accrued assessment income added $3.0 billion to the fund during the quarter, and interest earned, combined with realized gains from sale of securities and surcharges from the Temporary Liquidity Guarantee Program, added $1.2 billion. Fifty insured institutions with combined assets of $68.8 billion failed during the third quarter of 2009, the largest number since the second quarter of 1990 when 65 insured institutions failed. Ninety-five insured institutions with combined assets of $104.7 billion failed during the first three quarters of 2009, at a currently estimated cost to the DIF of $25.0 billion. As of November 20, the list has risen to 124. The DIF's reserve ratio was negative 0.16% on September 30, 2009, down from 0.22% on June 30, 2009, and 0.76% one year ago. The September 30, 2009, reserve ratio is the lowest reserve ratio for a combined bank and thrift insurance fund since June 30, 1992, when the ratio was negative 0.20%. On November 12, 2009, the FDIC adopted a final rule amending the assessment regulations to require insured depository institutions to prepay their quarterly risk-based assessments for the fourth quarter of 2009 and for all of 2010, 2011, and 2012 on December 30, 2009, along with each institution's risk-based assessment for the third quarter of 2009. The FDIC is asking banks to prepay three years of premiums on Dec. 30 to raise $45 billion for the fund. "Problem" institutions are those institutions with financial, operational, or managerial weaknesses that threaten their continued financial viability. They are rated by the FDIC or Office of the Thrift Supervision as either a "4" or "5", based on a scale of 1 to 5 in ascending order of supervisory concern. The Problem List is not divulged to the public. No advance notice is given to the public when a financial institution is closed. Problem Institutions Failed Institutions -------------------- ------------------- Year Number Assets (Mil) Number Assets (Mil) ---- ------ ------------ ------ ------------ Q3'09 552 $345,900 50 $68,800 Q2'09 416 $299,800 24 $26,400 Q1'09 305 $220,047 21 $9,498 2008 252 $159,405 25 $371,945 2007 76 $22,189 3 $2,615 2006 50 $8,265 0 $0 2005 52 $6,607 0 $0 2004 80 $28,250 4 $170 A copy of the FDIC's Quarterly Banking Profile for the quarter ended Sept. 30, 2009, is available for free at: http://bankrupt.com/misc/FDIC_QBP_Q3_09.pdf * BOND PRICING -- For the Week From February 15 to 19, 2010 ----------------------------------------------------------- Company Coupon Maturity Bid Price ------- ------ -------- --------- 155 E TROPICANA 8.750% 4/1/2012 26.100 ABITIBI-CONS FIN 7.875% 8/1/2009 12.000 ACARS-GM 8.100% 6/15/2024 17.500 ADVANTA CAP TR 8.990% 12/17/2026 13.125 ALERIS INTL INC 9.000% 12/15/2014 0.500 ALERIS INTL INC 10.000% 12/15/2016 4.500 AMBAC INC 9.375% 8/1/2011 45.000 APRIA HEALTHCARE 3.375% 9/1/2033 60.000 ARCO CHEMICAL CO 10.250% 11/1/2010 81.063 AT HOME CORP 0.525% 12/28/2018 0.005 ATHEROGENICS INC 1.500% 2/1/2012 0.375 BALLY TOTAL FITN 13.000% 7/15/2011 2.000 BALLY TOTAL FITN 14.000% 10/1/2013 0.500 BANK NEW ENGLAND 8.750% 4/1/1999 11.125 BANK NEW ENGLAND 9.875% 9/15/1999 9.000 BANK UNITED 8.000% 3/15/2009 0.900 BANKUNITED FINL 3.125% 3/1/2034 7.000 BANKUNITED FINL 6.370% 5/17/2012 5.000 BLOCKBUSTER INC 9.000% 9/1/2012 19.375 BOWATER INC 6.500% 6/15/2013 27.000 BOWATER INC 9.500% 10/15/2012 28.100 CAPMARK FINL GRP 5.875% 5/10/2012 25.000 CHAMPION ENTERPR 2.750% 11/1/2037 6.813 CITADEL BROADCAS 4.000% 2/15/2011 5.000 CMP SUSQUEHANNA 9.875% 5/15/2014 37.000 COLLINS & AIKMAN 10.750% 12/31/2011 1.000 COMPUCREDIT 3.625% 5/30/2025 48.500 CONGOLEUM CORP 8.625% 8/1/2008 21.003 COUNTRYWIDE FINL 5.000% 3/15/2010 98.000 CREDENCE SYSTEM 3.500% 5/15/2010 60.000 DECODE GENETICS 3.500% 4/15/2011 5.875 DECODE GENETICS 3.500% 4/15/2011 6.375 ENTERCOM RADIO 7.625% 3/1/2014 91.000 FAIRPOINT COMMUN 13.125% 4/1/2018 12.750 FAIRPOINT COMMUN 13.125% 4/2/2018 16.940 FINLAY FINE JWLY 8.375% 6/1/2012 0.990 GENERAL MOTORS 7.125% 7/15/2013 27.000 GENERAL MOTORS 7.700% 4/15/2016 28.000 GENERAL MOTORS 9.450% 11/1/2011 26.500 HAIGHTS CROSS OP 11.750% 8/15/2011 40.500 HAWAIIAN TELCOM 9.750% 5/1/2013 3.000 INDALEX HOLD 11.500% 2/1/2014 1.050 INN OF THE MOUNT 12.000% 11/15/2010 42.000 INTL LEASE FIN 7.700% 3/15/2010 96.250 LEHMAN BROS HLDG 4.375% 11/30/2010 18.750 LEHMAN BROS HLDG 4.500% 7/26/2010 20.875 LEHMAN BROS HLDG 4.500% 8/3/2011 16.770 LEHMAN BROS HLDG 4.700% 3/6/2013 18.200 LEHMAN BROS HLDG 4.800% 2/27/2013 17.021 LEHMAN BROS HLDG 4.800% 3/13/2014 18.601 LEHMAN BROS HLDG 5.000% 1/14/2011 19.000 LEHMAN BROS HLDG 5.000% 1/22/2013 18.636 LEHMAN BROS HLDG 5.000% 2/11/2013 17.750 LEHMAN BROS HLDG 5.000% 3/27/2013 16.508 LEHMAN BROS HLDG 5.000% 8/3/2014 17.780 LEHMAN BROS HLDG 5.000% 8/5/2015 18.200 LEHMAN BROS HLDG 5.100% 1/28/2013 17.500 LEHMAN BROS HLDG 5.150% 2/4/2015 18.625 LEHMAN BROS HLDG 5.250% 2/6/2012 20.000 LEHMAN BROS HLDG 5.250% 2/11/2015 16.375 LEHMAN BROS HLDG 5.250% 3/5/2018 18.000 LEHMAN BROS HLDG 5.450% 2/22/2030 9.500 LEHMAN BROS HLDG 5.500% 4/4/2016 21.375 LEHMAN BROS HLDG 5.500% 2/4/2018 18.450 LEHMAN BROS HLDG 5.500% 2/19/2018 18.200 LEHMAN BROS HLDG 5.550% 2/11/2018 17.330 LEHMAN BROS HLDG 5.600% 1/22/2018 18.500 LEHMAN BROS HLDG 5.625% 1/24/2013 22.250 LEHMAN BROS HLDG 5.700% 1/28/2018 17.500 LEHMAN BROS HLDG 5.750% 4/25/2011 19.400 LEHMAN BROS HLDG 5.750% 7/18/2011 19.625 LEHMAN BROS HLDG 5.750% 5/17/2013 18.500 LEHMAN BROS HLDG 5.750% 1/3/2017 1.000 LEHMAN BROS HLDG 5.875% 11/15/2017 19.250 LEHMAN BROS HLDG 6.000% 4/1/2011 17.250 LEHMAN BROS HLDG 6.000% 7/19/2012 21.000 LEHMAN BROS HLDG 6.000% 6/26/2015 17.000 LEHMAN BROS HLDG 6.000% 12/18/2015 17.000 LEHMAN BROS HLDG 6.000% 2/12/2018 18.500 LEHMAN BROS HLDG 6.200% 9/26/2014 21.250 LEHMAN BROS HLDG 6.500% 2/28/2023 16.432 LEHMAN BROS HLDG 6.600% 10/3/2022 17.750 LEHMAN BROS HLDG 6.625% 1/18/2012 20.625 LEHMAN BROS HLDG 6.800% 9/7/2032 17.125 LEHMAN BROS HLDG 6.875% 7/17/2037 0.707 LEHMAN BROS HLDG 6.900% 6/20/2036 16.000 LEHMAN BROS HLDG 7.000% 4/16/2019 17.875 LEHMAN BROS HLDG 7.000% 5/12/2023 17.250 LEHMAN BROS HLDG 7.000% 4/22/2038 16.383 LEHMAN BROS HLDG 7.050% 2/27/2038 18.450 LEHMAN BROS HLDG 7.100% 3/25/2038 18.500 LEHMAN BROS HLDG 7.200% 8/15/2009 20.000 LEHMAN BROS HLDG 7.250% 2/27/2038 18.125 LEHMAN BROS HLDG 7.250% 4/29/2038 16.500 LEHMAN BROS HLDG 7.350% 5/6/2038 17.750 LEHMAN BROS HLDG 7.500% 5/11/2038 0.400 LEHMAN BROS HLDG 7.730% 10/15/2023 17.750 LEHMAN BROS HLDG 7.875% 11/1/2009 18.500 LEHMAN BROS HLDG 7.875% 8/15/2010 20.000 LEHMAN BROS HLDG 8.000% 3/5/2022 14.000 LEHMAN BROS HLDG 8.000% 3/17/2023 16.000 LEHMAN BROS HLDG 8.050% 1/15/2019 17.750 LEHMAN BROS HLDG 8.500% 8/1/2015 18.750 LEHMAN BROS HLDG 8.500% 6/15/2022 15.500 LEHMAN BROS HLDG 8.750% 12/21/2021 17.000 LEHMAN BROS HLDG 8.750% 2/6/2023 17.625 LEHMAN BROS HLDG 8.800% 3/1/2015 20.500 LEHMAN BROS HLDG 8.920% 2/16/2017 20.000 LEHMAN BROS HLDG 9.000% 3/7/2023 18.250 LEHMAN BROS HLDG 9.500% 12/28/2022 17.100 LEHMAN BROS HLDG 9.500% 1/30/2023 18.625 LEHMAN BROS HLDG 9.500% 2/27/2023 16.000 LEHMAN BROS HLDG 10.000% 3/13/2023 18.875 LEHMAN BROS HLDG 10.375% 5/24/2024 16.000 LEHMAN BROS HLDG 11.000% 10/25/2017 17.000 LEHMAN BROS HLDG 11.000% 6/22/2022 18.375 LEHMAN BROS HLDG 11.000% 8/29/2022 17.250 LEHMAN BROS HLDG 11.500% 9/26/2022 18.125 LEHMAN BROS HLDG 18.000% 7/14/2023 18.250 LEINER HEALTH 11.000% 6/1/2012 9.000 MAGNA ENTERTAINM 8.550% 6/15/2010 41.000 MAJESTIC STAR 9.500% 10/15/2010 76.000 MAJESTIC STAR 9.750% 1/15/2011 10.560 MERRILL LYNCH 2.760% 3/9/2011 99.125 METALDYNE CORP 10.000% 11/1/2013 10.000 METALDYNE CORP 11.000% 6/15/2012 1.000 MORRIS PUBLISH 7.000% 8/1/2013 32.250 NEFF CORP 10.000% 6/1/2015 12.500 NELNET INC 5.125% 6/1/2010 88.375 NETWORK COMMUNIC 10.750% 12/1/2013 42.020 NEWPAGE CORP 10.000% 5/1/2012 59.000 NEWPAGE CORP 12.000% 5/1/2013 41.000 NORTH ATL TRADNG 9.250% 3/1/2012 24.000 PMI CAPITAL I 8.309% 2/1/2027 21.000 RAFAELLA APPAREL 11.250% 6/15/2011 49.750 RAIT FINANCIAL 6.875% 4/15/2027 40.274 READER'S DIGEST 9.000% 2/15/2017 0.450 REXNORD CORP 10.125% 12/15/2012 38.000 RJ TOWER CORP 12.000% 6/1/2013 1.000 ROTECH HEALTHCA 9.500% 4/1/2012 60.000 SILVERLEAF RES 8.000% 4/1/2010 91.600 SIX FLAGS INC 9.625% 6/1/2014 27.938 SIX FLAGS INC 9.750% 4/15/2013 28.250 SPHERIS INC 11.000% 12/15/2012 13.750 STATION CASINOS 6.000% 4/1/2012 15.000 STATION CASINOS 6.625% 3/15/2018 1.000 STATION CASINOS 7.750% 8/15/2016 15.000 THORNBURG MTG 8.000% 5/15/2013 8.750 TIMES MIRROR CO 7.250% 3/1/2013 27.900 TOUSA INC 7.500% 3/15/2011 4.500 TOUSA INC 7.500% 1/15/2015 5.250 TOUSA INC 9.000% 7/1/2010 59.000 TOUSA INC 9.000% 7/1/2010 56.200 TOUSA INC 10.375% 7/1/2012 3.500 TOYOTA-CALL03/10 4.500% 3/20/2017 96.400 TRIBUNE CO 4.875% 8/15/2010 30.650 VERASUN ENERGY 9.375% 6/1/2017 6.625 VERENIUM CORP 5.500% 4/1/2027 49.640 VION PHARM INC 7.750% 2/15/2012 15.500 WASH MUT BANK FA 5.125% 1/15/2015 0.625 WASH MUT BANK FA 5.650% 8/15/2014 0.750 WASH MUT BANK NV 5.500% 1/15/2013 0.750 WASH MUT BANK NV 5.550% 6/16/2010 44.000 WASH MUT BANK NV 5.950% 5/20/2013 0.500 WASH MUT BANK NV 6.750% 5/20/2036 1.125 WCI COMMUNITIES 7.875% 10/1/2013 1.550 WCI COMMUNITIES 9.125% 5/1/2012 1.330 ********* 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 ***