/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100226.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, February 26, 2010, Vol. 14, No. 56 Headlines 1600 TRADING: Wants PlainsCapital to Return Inventory ACCREDITED HOME: Has Settlement Offer from Lone Star AIRTRAN AIRWAYS: Reveals Leadership Promotions AMERICAN GENERAL: S&P Downgrades Ratings to 'B/C' From 'BB+/B' ASARCO LLC: Baker Botts Seeks $22.67-Mil. Discretionary Fees ASARCO LLC: Professionals Charge $220 Million in Fees ASARCO LLC: Stutzman Bromberg Files for Enhancement of Fees ASARCO LLC: Wants to Compel Meritain to Produce Data AVENTINE RENEWABLE: Posts $46.3 Million Net Loss in 2009 BANK OF AMERICA: Shareholders OK TARP Repayment Plan BEAR ISLAND PAPER: Case Summary & 20 Largest Unsecured Creditors BIOSCRIP INC: Moody's Assigns 'B2' Corporate Family Rating BLOCKBUSTER INC: To Shut 500 U.S. Stores, Restructure Debt BERNARD MADOFF: Investors Sue SIPC Directors in Claims Dispute BERNARD MADOFF: SEC Charges BLMIS Director for Falsifying Records BI-LO LLC: Hearing on Outline to New Plan on March 16 BOWNE & CO: R.R. Donnelley Deal Won't Affect Moody's 'B3' Rating BOWNE & CO: S&P Puts 'B' Corp. Rating on CreditWatch Positive BRENTWOOD APARTMENTS: Sec. 341(a) Meeting Scheduled for March 24 BRENTWOOD APARTMENTS: Wants Premium Finance Pact with Prime Rate BRENTWOOD APARTMENTS: Wants to Use Colonial Cash Collateral CABRINI MEDICAL: Receives $1.37MM Funding from Missionary Sisters CALIFORNIA COASTAL: Seeks March 10 Extension of Exclusive Period CAPRIUS INC: Knight Equity Markets Holds 29.84% of Common Stock CATHOLIC CHURCH: Court Signs Order Confirming Fairbanks' Plan CATHOLIC CHURCH: Hearing on TRO of Pilgrims Springs Sale Today CATHOLIC CHURCH: Wilmington Wants Plan Exclusivity Until July 30 CENTRAL CROSSINGS: Section 341(a) Meeting Scheduled for March 24 CENTRAL CROSSING: Taps Lowenstein Sandler as Bankruptcy Counsel CENTRAL GARDEN: Moody's Rates $300 Mil. Subordinated Notes at 'B3' CHARLES COWIN: Voluntary Chapter 11 Case Summary CHARTER COMMS: Pension Funds Try to Revive Securities Action CHRYSLER LLC: Rejected Dealers to Go to District Court CHRYSLER LLC: New Chrysler Signs New Lease with Urstadt Biddle CHRYSLER LLC: Fiat & Sollers Form Global Alliance in Russia CHRYSLER LLC: Executives as Dealers to Stay Optimistic CITIGROUP INC: In Advanced Talks to Sell Hedge-Fund Business DAVIE YARDS: To Restructure Under The CCAA DAZ VINEYARDS: Gets Court's Interim Okay to Use Cash Collateral DBSD NORTH: Dish Network Rails Against $54-Mil. Credit DRUG FAIR: Must Deliver Plan at Committee's Request DUANE READE: CEO Lederer to Get $4.4MM Bonus on Walgreen Deal EAST WEST RESORT: Gets Court's Interim Nod to Obtain DIP Financing EAST WEST RESORT: Taps Houlihan Lokey as Financial Advisor EAST WEST RESORT: Wants Schedules Filing Deadline Moved by 30 Days EASTMAN KODAK: To Buy Back $300 Mil. of Senior Notes Held by KKR EASTMAN KODAK: To Sell $400MM Secured Notes in Private Placement EASTMAN KODAK: Fitch Assigns 'BB-/RR1' Rating on $400 Mil. Notes EASTMAN KODAK: Moody's Affirms Corporate Family Rating at 'B3' EASTMAN KODAK: S&P Assigns 'B-' Rating on $400 Mil. Notes ECO2 PLASTICS: Court Approves $600,000 DIP Financing EPV SOLAR INC: Case Summary & 20 Largest Unsecured Creditors ESCADA AG: US Creditors Panel Wants Clingman as Advisor ESCADA AG: US Creditors Panel Says PwC No Longer Necessary ESCADA AG: US Trustee Gives Go Signal to Fees of 3 Firms FELIX M FHIMA: Section 341(a) Meeting Scheduled for March 29 F.F. SOUCY LP: Chapter 15 Case Summary FIDDLER'S CREEK: Files for Chapter 11 in Florida FREMONT GENERAL: New World Wins Approval of Plan Outline GENCORP INC: Retirement Savings Plan Holds 8% of Common Stock GENCORP INC: Steel Partners Holds 6.9% of Common Stock GENCORP INC: Whitebox Advisors Holds 7.9% of Common Stock GENERAL GROWTH: Blackstone May Join Simon's $10-Bil. Offer GENERAL GROWTH: W. Ackman Could Profit $170MM from Simon's Bid GENERAL GROWTH: Eden Prairie Malls Emerge from Chapter 11 GENERAL GROWTH: Vanguard Group Has 0% Equity Stake GLOBAL CROSSING: CEO John Legere to Get $350,681 2009 Bonus GLOBAL CROSSING: FMR, Fidelity Own 14.952% of Common Stock GLOBAL CROSSING: Reports Net Loss for 6th Consecutive Year GMAC INC: Considers IPO to Repay Government Bailout HEALTHSOUTH CORP: BlackRock Holds 8.68% of Common Stock HEALTHSOUTH CORP: T. Rowe Price Holds 9% of Common Stock HEALTHSOUTH CORP: Wellington Management Holds 5.59% of Shares HEARTLAND PUBLICATIONS: Disclosure Statement Hearing Today HSH DELAWARE: Lenders Want Trustee to Replace Management HUNTER DEFENSE: S&P Affirms 'B+' Corporate Credit Rating INFOLOGIX INC: Registers 3,364,738 Shares for Resale INFOLOGIX INC: Secures $3MM Financing in Revised Hercules Loan INFOLOGIX INC: Wayne Hoch Steps Down as Director INTERNATIONAL LEASE: Moody's Puts 'Ba2' Rating on $750 Mil. Notes INTERNATIONAL COAL: S&P Puts 'B-' Rating on Positive Watch JAPAN AIRLINES: Plans 5% Pay Cuts, No Bonuses in FY2010 JAPAN AIRLINES: Reports Traffic Data for December JENNIFER CONVERTIBLES: To be Delisted From Amex LANDAMERICA FIN'L: Waterstone Owns 9.92% of Stock LAUTH INVESTMENT: Borrowers Plan Assures 100% Payment LEAP WIRELESS: Morgan Stanley Reports 0.4% Equity Stake LEAP WIRELESS: T. Rowe Price Reports 10.5% Stake LEHMAN BROTHERS: Bankruptcy Still Haunting Municipalities LEHMAN BROTHERS: Noah Education to Repurchase Firm's ADSs MCCLATCHY CO: Posts Final Results of Debt Tender Offer METALDYNE CORP: Confirms 2 Cent Liquidating Plan MOVIE GALLERY: Applies for Approval for KCC as Claims Agent MOVIE GALLERY: Asks for OK for Sonnenschein as Counsel MOVIE GALLERY: Proposes Kutak Rock as Co-Counsel MPI AZALEA: Gets Temporary Access to Regal's Cash Collateral NEWLEAD HOLDINGS: Has Deal to Buy 2 Ships; Gets $80-Mil. Loan NISKA GAS: Moody's Assigns 'B1' Rating on $800 Mil. Senior Notes OPUS EAST: Lease Decision Period Extended to April 27 OPUS SOUTH: Court Confirms Waters Edge Liquidating Plan OPUS SOUTH: Proposes Polsinelli as Conflict Counsel PACIFIC ETHANOL: Ryan Turner Joins Board, Inks Indemnity Agreement PALM INC: Says Q3 FY2010 Revenues Miss Forecast by Wide Margin PIONEER DRILLING: Moody's Assigns 'B3' Rating on $250 Mil. Notes PROTECTIVE PRODUCTS: Sun Capital Buys Business for $10.7 Million PROTOSTAR LTD: Seeks May 25 Extension of Plan Filing Deadline QIMONDA AG: Bankruptcy Halts International Trade Commission Case QIMONDA NA: To Sell More Tools & Equipment to Texas Instruments RAFAELLA APPAREL: S&P Downgrades Corporate Credit Rating to 'CC' REDDY ICE: S&P Junks Corporate Credit Rating From 'B' RATHGIBSON INC: Seeks June 30 Extension of Exclusive Period READER'S DIGEST: Proposes Protocol for Omnibus Claims Objections RECTICEL NA: Gets Court OK for $4 Million DIP Financing REMEDIAL CYPRUS: Asks for U.S. Court OK to Obtain DIP Financing REMEDIAL CYPRUS: Taps Lowenstein Sandler as Bankruptcy Counsel REMEDIAL CYPRUS: Wants March 18 Deadline for Filing of Schedules ROBERT MILLER: U.S. Trustee Unable to Form Creditors Committee RUBICON US REIT: Must Negotiate with Global Only Until March 8 SINOBIOMED INC: Issues 1,000,000 Shares for $300,000 Debt SIX FLAGS: Gets Nod for $6.86MM Flatiron Premium Finance Pact SIX FLAGS: Proposes Settlement with Commonwealth Insurance SIX FLAGS: U.S. Trustee Opposes Merrill as Financial Advisor SONIC AUTOMOTIVE: BlackRock Holds 7.29% of Class A Shares SONIC AUTOMOTIVE: Dimensional Fund Holds 3.22% of Class A Shares SONIC AUTOMOTIVE: FMR, Fidelity Hold 14.282% of Class A Shares SONIC AUTOMOTIVE: Loomis Sayles Holds 5.16% of Class A Shares SONIC AUTOMOTIVE: Swings to $31,548,000 Net Income for 2009 SPANSION INC: Demands Documents from Convertible Noteholders SPANSION INC: Wants Spansion Japan's $761-Mil. Claim Disallowed SPANSION INC: Contrarian Ineligible to Join Rights Offering SPECTRUM BRANDS: D.E. Shaw Laminar Owns 13.33% of Stock SPHERIS INC: Court OKs CBay-Led Auction on April 13 ST MARY'S: Moody's Upgrades Debt Rating on Hospital Bonds to 'Ba2' STADACONA GENERAL: Chapter 15 Case Summary STANDARD STEEL: Moody's Junks Corporate Family Rating From 'B3' STATION CASINOS: Workers Form Union Organizing Committee STILLWATER MINING: Moody's Affirms 'Caa1' Corporate Family Rating SUNRISE SENIOR: To Hold Annual Stockholders Meeting on May 4 SUNRISE SENIOR: Maturity of Wells Fargo Facilities Extended SWEDBANK AB: S&P Changes Outlook to Stable; Keeps 'BB' Rating TAVERN ON THE GREEN: Committee Wants Case Converted to Chapter 7 TEFRON LTD: Posts $8.8MM Net Loss in Q3 2009; Revenues Down 45% THE YUCCA GROUP: Case Summary & 20 Largest Unsecured Creditors THREE AMIGOS: Voluntary Chapter 11 Case Summary TISHMAN SPEYER: Appaloosa Challenges CW Capital Foreclosure TRIDENT RESOURCES: Financing to Be Tested at June 7 Auction TRUMP ENTERTAINMENT: Contested Confirmation Hearing Begins TSG INCORPORATED: U.S. Trustee Wants Conversion or Dismissal UAL CORP: Open to Merger with Another Carrier, CFO Says US AIRWAYS: Open to Merger with Another Carrier, CFO Says US AIRWAYS: Reports January Traffic Results US AIRWAYS: Disappointed with DOT Order on Cut in Slots WAIGHTSTILL MOUNTAIN: Court Dismisses Reorganization Case WEST VALLEY REAL ESTATE: Voluntary Chapter 11 Case Summary WHITE BIRCH PAPER: Chapter 15 Case Summary WORLDSPACE INC: Hearing on March 5 on DIP Loans Extension W.R. GRACE: Wants to Contribute $9.9-Mil. to Pension Plan W.R. GRACE: Gets Nod to Reduce Art Revolving Credit to $15MM W.R. GRACE: Court OKs Protocol for Addressing Employee Claims YRC WORLDWIDE: Fitch Assigns 'C/RR6' Rating on Senior Notes * Charles Mills Joins Houlihan Lokey as a Managing Director * Distressed Asset Veterans Launch Halsey Lane Holdings * MoFo Snags Paul Hastings Bankruptcy Pro * NERA Appoints New Practice Chairs * NHB Advisors Relocates New York York Office * BOOK REVIEW: Megamergers - Corporate America's Billion-Dollar Takeovers ********* 1600 TRADING: Wants PlainsCapital to Return Inventory ----------------------------------------------------- 1600 Trading Co., LP, has asked the Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas to compel secured creditor PlainsCapital Bank to turn over the Debtor's inventory. According to the Debtor, while PlainsCapital had taken control of the Debtor's inventory prior to the Petition Date, it had not foreclosed upon its security interest in the inventory. The Debtor says that it would show that the inventory has substantial value over and above the amount of the PlainsCapital debt. Eric Liepins, Esq., at Eric A. Liepins, P.C., the attorney for the Debtor, says that the Debtor has an appraisal of the inventory showing a current cost value $10,954,000. The Debtor claims that the current indebtedness to PlainsCapital is approximately $4,500,000. The Debtor had asked PlainsCapital to turn over the inventory, but PlainsCapital refused to do so. The Debtor says that it would show that inventory in the control of PlainsCapital has disappeared and the Debtor has not received creditor for the inventory. The Debtor has also made demand upon Southwest to turn over the funds. The Debtor would show that the funds are property of the estate which the Debtor can use in this reorganization. The Debtor has also sought the Court's permission to approve a sales agreement with Interavia to sell the inventory on behalf of the Debtor. Mr. Liepins says that if the Debtor is allowed to sell its inventory, the Debtor will be able to obtain a much greater price for the inventory which will in turn allow the Debtor to repay all its creditors, including that of PlainsCapital. Motion for Emergency Hearing Denied The Debtor has asked the Court for an emergency hearing on its request for inventory turnover and sale. At the behest of PlainsCapital, the Court denied the Debtor's motion. PlainsCapital claims that the Debtor voluntarily agreed to permit PlainsCapital to take possession of its collateral and that the Consignment Agreement for the sale of the inventory is practically irrelevant until the Debtor is actually in possession of property capable of being consigned. PlainsCapital further says that the Debtor ceased operations in the summer of 2009, and that shortly thereafter, it abandoned the premises in which the inventory was located. "When another lender, Landmark Bank, foreclosed upon the real property where the inventory was located, it notified PlainsCapital and gave it 30 to remove the inventory from the premises," PlainsCapital states. PlainsCapital claims that pursuant to a letter agreement dated September 16, 2009, the Debtor specifically authorized PlainsCapital to take physical possession of all of Debtor's tangible personal property. "As this particular collateral -- consisting largely of aircraft parts -- can only be held by an FAA-certified entity, PlainsCapital subsequently retained NTE Aviation, Ltd., to take possession of and store the inventory," PlainsCapital states. According to PlainsCapital, the Debtor has not updated the inventory records since January 2009. PlainsCapital says that following the expiration of the Debtor's insurance, PlainsCapital made a protective advance on the Debtor's existing line of credit (with the Debtor's agreement) to cover the cost to insure the property and that PlainsCapital is itself incurring the costs relating to the storage. In January 2010, PlainsCapital posted the inventory for foreclosure. The foreclosure was scheduled to occur on February 16, 2010, at 10:00 am. With full knowledge of the impending foreclosure and with the intent to disrupt the pending foreclosure, the Debtor filed for Chapter 11 bankruptcy protection, PlainsCapital states. PlainsCapital is represented by Gardere Wynne Sewell LLP. About 1600 Trading Richardson, Texas-based 1600 Trading Co., LP, filed for Chapter 11 bankruptcy protection on February 15, 2010 (Bankr. E.D. Tex. Case No. 10-40478). Eric A. Liepins, Esq., who has an office in Dallas, Texas, assists the Company in its restructuring effort. The Company has assets of $11,000,000, and total debts of $5,147,062. ACCREDITED HOME: Has Settlement Offer from Lone Star ---------------------------------------------------- Accredited Home Lenders Holding Co. is seeking a one month extension, until March 31, of its exclusive period to propose a Chapter 11 plan and through July 1, of its exclusive period to propose a plan. The Debtors said that in mid-December 2009, they circulated a proposed liquidating plan to the Official Committee of Unsecured Creditors and other major constituents. The Debtors added that they are negotiating towards confirming a consensual plan. The Debtors also note that there are several complicated legal issues that need to be resolved with regarding this plan. The major unresolved issue in this case, which has been the major cause of delay in the plan process, is the disposition of the estates' potential claims against their parent corporation and its affiliates. After evaluating potential claims and lengthy negotiations, the Debtors have obtained a proposal from Lone Star to resolve any issues between the Debtors estates and Lone Star which resolution includes the resolution of claims by all Lone Star entities and the payment of a significant sum of money to the estates. The Debtors hope to continue negotiations with Lone Star and the Committee and obtain a solution that satisfies all parties. The Debtors believe that creditors will benefit from a confirmed consensual liquidating plan, which includes a resolution of the remaining issues between the Debtors and Lone Star. The hearing for a fifth extension is on the court's calendar for March 11. About Accredited Home Accredited Home Lenders Holding Co. -- http://www.accredhome.com/ -- is a mortgage banker servicing U.S. markets for conforming and non-prime residential mortgage loans operating throughout the U.S. and in Canada. Founded in 1990, the company is headquartered in San Diego. The Company was acquired by Lone Star Funds for $300 million in October 2007. Lone Star also owns Bruno's Supermarkets LLC and Bi-Lo LLC, two grocery retailers in Chapter 11. Accredited Home and its affiliates filed for Chapter 11 on May 1, 2009 (Bankr. D. Del. Lead Case No. 09-11516). Gregory G. Hesse, Esq., Lynnette R. Warman, Esq., and Jesse T. Moore, Esq., at Hunton & William LLP, represent the Debtors as counsel. Laura Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as Delaware counsel. Kurtzman Carson Consultants is the Debtors' claims agent. Andrew I Silfen, Esq., Schuyler G. Carroll, Esq., Robert M. Hirsch, Esq., at Arent Fox LLP in New York, and Jeffrey N. Rothleder, Esq., at Arent Fox LLP in Washington, DC, represent the official committee of unsecured creditors as co-counsel. Neil R. Lapinski, Esq., and Shelley A. Kinsella, Esq., at Elliott Greenleaf, represent the Committee as Delaware and conflicts counsel. According to its bankruptcy petition, Accredited Home's assets range from $10 million to $50 million and its debts from $100 million to $500 million. AIRTRAN AIRWAYS: Reveals Leadership Promotions ---------------------------------------------- AirTran Airways, a subsidiary of AirTran Holdings, Inc., unveiled leadership promotions and reported changes in the areas of operations and customer service: (A) Klaus Goersch -- Executive Vice President, Operations and Customer Service Mr. Goersch, 44, in this new role of executive vice president, operations and customer service, will continue to lead the airline's flight operations, maintenance and engineering, and system operations control, and will assume new responsibilities for oversight of airport customer service, inflight service, reservations and customer relations. In this new role, Mr. Goersch will report to Robert L. Fornaro, chairman, president and chief executive officer. Mr. Goersch joined AirTran Airways in 1996 as Director of Safety and has held a series of progressively more responsible flying and leadership positions over the past 14 years. (B) Jack Smith -- Senior Vice President, Customer Service Mr. Smith, 58, in his role as senior vice president, customer service, will continue to lead the airport customer service and inflight service group and increases his role with the company by assuming new responsibilities for the oversight of reservations sales and customer relations -- adding more than 800 Crew Members in three Georgia call centers to his group. With these changes, Mr. Smith has responsibility for all aspects of customer service from making a reservation to retrieving a bag. Mr. Smith joined AirTran Airways eight years ago and will report to Mr. Goersch. (C) Rocky Wiggins -- Senior Vice President, Information Service and Chief Information Officer Mr. Wiggins, 51, serves as senior vice president, information services and chief information officer, assumes new responsibilities for process improvement to better enable the airline to meld both process improvement and automation together to improve our product and services to all customers. Mr. Wiggins will continue to report to Mr. Fornaro. (D) Stephen Kolski -- Executive Vice President, Corporate Affairs Mr. Kolski, 69, previously executive vice president for operations and corporate affairs will now serve as executive vice president, corporate affairs. He will report to Mr. Fornaro, and will focus on various areas including: regulatory compliance, labor negotiations and Atlanta airport lease negotiations. Mr. Kolski joined AirTran Airways 11 years ago. "These changes enhance the company's overall focus and coordination to better serve our customers," said Mr. Fornaro. "We have an exceptional leadership team at AirTran Airways, and we are proud of the contributions Klaus, Jack, Rocky and Steve have made and will continue to make at the airline. T[he] announcement aligns the interests of the airline with our customers as we strive to build an even better airline going forward." The changes are effective immediately. * * * In a Form 8-K filing, AirTran said in connection with Klaus Goersch's new position as Executive Vice President of Customer Service and Operations for AirTran Airways, his base salary payable under his existing executive benefits agreement was increased to $340,000, effective as of February 18, 2010. In connection with Mr. Goersch's promotion, management has agreed to recommend to the Compensation Committee, at their next meeting, that Mr. Goersch be granted 30,000 shares of restricted stock to vest in thirds on February 6, 2011, 2012, and 2013, respectively. 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. 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. * * * 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/--. AMERICAN GENERAL: S&P Downgrades Ratings to 'B/C' From 'BB+/B' -------------------------------------------------------------- Standard & Poor's Ratings Services said that it has downgraded its ratings on American General Finance Corp. to 'B/C' from 'BB+/B'. The outlook is negative. "The downgrade reflects AGFC's declining financial flexibility as it uses its more of its assets, through sales or on-balance-sheet securitizations, to generate liquidity to meet its debt maturities," said Standard & Poor's credit analyst Adom Rosengarten. "The company sold or securitized just under $4 billion of its highest quality assets in 2009. S&P expects that AGFC will continue to use this way to generate enough liquidity over the next few quarters to meet its 2010 debt maturities. However, S&P believes this continued sale of assets will weaken the company's financial flexibility going forward. Furthermore, S&P expects AGFC's profitability to remain strained for at least the next year. While AGFC's originated assets continue to perform better than most of the subprime sector, S&P expects provisioning for nonperforming assets to continue to be a drag on earnings through 2010." Finally, the rating now includes less uplift for support from American International Group Inc., its parent company. AIG continues to state its support for AGFC, but, S&P thinks this support has its limits. At some point, S&P expects AIG will sell AGFC -- the final owner of the company may not have the same resources available to provide support to AGFC over the long term. The rating has historically included substantial uplift because of its ownership by AIG. "The negative outlook reflects the uncertainty related to AGFC's future ownership, and S&P's expectation that earnings at the company will continue to be strained over the next year. Depending on the circumstances of any disposition of AGFC by AIG - - and AGFC's own financial standing at that time -- S&P could lower the ratings," Mr. Rosengarten added. ASARCO LLC: Baker Botts Seeks $22.67-Mil. Discretionary Fees ------------------------------------------------------------ In separate filings, six bankruptcy professionals ask Judge Schmidt to allow them a discretionary fee or award fee enhancement as administrative expenses in connection with services they rendered in Asarco LLC's bankruptcy cases. Sought Professional Enhancement ------------ ----------- Baker Botts L.L.P. $22,667,704 Barclays Capital Inc. 9,202,500 Stutzman, Bromberg, Esserman & Plifka 4,829,318 Jordan, Hyden, Womble, Culbreth 1,401,861 Futures Claim Rep. Robert C. Pate 360,569 Oppenheimer, Blend, Harrison & Tate Inc. 2,546,932 Baker Botts and Jordan Hyden served as the Debtors' counsel until the effective date of the Confirmed Chapter 11 Plan. Barclays Capital serves as the Debtors' financial advisor and investment banker. Robert C. Pate is the Future Claims Representative, and his counsel is Oppenheimer Blend. Stutzman Bromberg serves as the Official Committee of Asbestos Claimants' counsel. The Bankruptcy Professionals previously filed with the Court preliminary fee enhancement applications without disclosing the amount of their sought enhancement. They contend that the Debtors' Chapter 11 cases were a resounding success because of the hard work of the Debtors' professionals. Hence, the Bankruptcy Professionals assert they are entitled to receive fee enhancement. "The extraordinary result [in the Debtors' reorganization cases] is a testament to the Debtors and to the Debtors' professionals, particularly Barclays Capital," says Janet M. Weiss, Esq., at Gibson, Dunn & Crutcher LLP, in New York. "Their services early in the Chapter 11 Cases allowed the Debtors to continue operations, while Barclays Capital's design and implementation of multiple auction processes ultimately led to the success of these cases," she continues. Ms. Weiss represents Barclays Capital. About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: Professionals Charge $220 Million in Fees ----------------------------------------------------- Numerous professionals employed and retained in the bankruptcy cases of ASARCO LLC and its debtor affiliates filed final applications for fees aggregating approximately $220,000,000 and expenses aggregating $12,500,000 for services they have rendered in the proceedings. The Professionals and their requests fees and expenses are: Fee Requested Requested Professional Period Fees Expenses ------------ ---------- ------------- ----------- Baker Botts L.L.P. 08/09/05 to $113,338,522 $6,065,598 12/08/09 Stutzman, Bromberg, 04/11/05 to 19,317,274 905,433 Esserman & Plifka 01/31/10 Reed Smith LLP 09/02/05 to 16,842,375 839,198 01/31/10 Barclays Capital Inc. 08/30/05 to 12,441,774 1,200,421 12/09/09 Oppenheimer, Blend, 04/11/05 to 10,187,728 647,076 Harrison & Tate Inc. 12/09/09 Jordan, Hyden, Womble, 08/12/05 to 7,009,305 357,100 Culbreth & Holzer, P.C. 12/09/09 FTI Consulting Inc. 09/08/05 to 6,482,123 150,656 12/09/09 Alvarez & Marsal 04/03/06 to 4,741,371 639,380 North America, LLC 11/30/07 Charter Oak Financial 06/08/07 to 3,404,929 67,696 Consultants, LLC 12/09/09 Bates White, LLC 01/25/07 to 2,750,473 27,264 12/09/09 Legal Analysis 03/10/06 to 1,720,120 13,034 Systems, Inc. 12/09/09 AlixPartners, LLC 11/01/07 to 1,626,387 95,359 12/09/09 Robert C. Pate, FCR 04/11/05 to 1,442,277 73,680 12/09/09 Patton Boggs LLP 03/01/06 to 1,276,236 90,248 12/09/09 Quarles & Brady LLP 08/09/05 to 1,228,355 82,687 12/09/09 Grant Thornton LLP 06/11/07 to 1,111,496 109,286 12/17/09 Porzio Bromberg & 07/01/07 to 560,584 15,738 Newman, P.C. 01/06/10 Hamilton Rabinovitz 09/30/05 to 539,796 3,436 & Associates, Inc. 11/30/09 Anderson Kill & 11/01/09 to 511,605 77,570 Olick L.L.P. 01/31/10 The Claro Group LLC -- 427,500 -- David P. Anderson 04/11/05 to 422,431 2,373 11/30/09 Fennemore Craig, P.C. 10/01/09 to 231,383 14,687 12/09/09 Porter & Hedges LLP 01/01/09 to 176,308 8,166 12/08/09 Fulbright & Jaworski 06/01/09 to 165,982 13,687 L.L.P. 12/09/09 Klee, Tuchin, 10/01/08 to 158,801 3,106 Bogdanoff & Stern LLP 08/31/09 LECG, LLC 12/01/08 to 140,460 10,812 05/31/09 Michael D. Warner 04/11/08 to 110,685 5,129 07/31/08 Keegan, Linscott & 11/01/08 to 108,715 178 Kenan, PC 11/30/08 Sitrick and Company 10/11/07 to 94,321 16,358 Inc. 12/09/09 Warner Stevens LLP 05/16/08 to 76,667 3,329 07/31/08 L Tersigni -- 63,037 -- Consulting, P.C. Jennings Strouss & 10/05/09 to 28,800 -- Salmon, P.L.C. 12/09/09 Marten Law Group 04/01/07 to 18,342 -- PLLC 02/05/10 The Law Offices of 12/05/07 to 8,989 75 Dean Baker 12/09/09 Filardi Law Offices 11/01/08 to 5,632 155 LLC 02/19/09 Under the Final Fee Procedures, deadline for filing Final Fee Applications was February 8, 2010. Written objections to the Applications are due no later than March 10. Baker Botts and Jordan Hyden served as the Debtors' counsel until the effective date of the Confirmed Plan. Patton Boggs, Fennemore, Marten Law and Porzio Bromberg served as special counsel to the Debtors, while Quarles & Brady served as the Debtors' special litigation counsel for labor and employment issues. Anderson Kill is ASARCO's lead insurance counsel. Filardi was employed by the Debtors to serve as local counsel in the Tersigni case. Porter & Hedges served as the Independent Directors' independent counsel. The other retained professionals of the Debtors are Barclays Capital as financial advisor and investment banker, Grant Thornton as auditors, AlixPartners as balloting agent, Klee Tuchin as valuation consultant, The Claro Group as consultant, LECG as environmental consultants, Michael D. Warner as examiner and Warner Stevens as his counsel, Keegan Linscott as accountant, Sitrick as strategic communications consultant, and Alvarez & Marsal, as special purpose testifying experts to Baker Botts. Hamilton Rabinovitz provided consulting services to the Debtors in relation to asbestos and silica personal injury claims. Reed Smith LLP serves as counsel to the Official Committee of Unsecured Creditors. Other professionals retained by the Creditors Committee are FTI as financial advisors, Bates White as consultant on asbestos and silica-related matters, and Fulbright & Jaworski as special local counsel. Robert C. Pate is the Future Claims Representative, and his counsel is Oppenheimer Blend. Stutzman Bromberg serves as the Official Committee of Asbestos Claimants' counsel, while Dean Baker serves as the Asbestos Committee's local Connecticut counsel. Other professionals retained by the Asbestos Committee are Charter Oak as financial advisors, Legal Analysis Systems as asbestos claims estimation consultant, David P. Anderson as its insurance advisor, Tersigni as financial advisor, and Jennings Strouss as special counsel. Union and Roberts Stipulate In September 2007, ASARCO LLC asked the Court to amend the procedures for reimbursement of professional fees and expenses to increase the $500,000 cap of certain professional fees and expenses of the Union up to $1.5 million. The request remains pending. By this stipulation, Plan Administrator Mark A. Roberts and the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL- CIO agree that the USW and its professionals will have 15 days following the determination of the Motion to Amend to file Final Fee Applications. Other deadlines and hearing dates on any objections to the USW Final Fee Applications will be subject to further Court order. Judge Schmidt approved the parties' stipulation. Navigant's Notice Pursuant to the Court's order authorizing the Debtors to retain experts in connection with fraudulent transfer litigation, Navigant Consulting, Inc., notified Judge Schmidt and parties-in- interest that it incurred: (a) $8,866,927 in fees and $938,944 in expenses in the proceeding ASARCO LLC vs. Americas Mining Corporation, pending in the United States District Court for the Southern District of Texas; (b) $122,352 in fees and $1,405 in expenses in the adversary case ASARCO Master, Inc., and ASARCO LLC vs. Montana Resources, Inc., pending in the Bankruptcy Court; and (c) $740,612 in fees and $1,662 in expenses in the adversary case ASARCO LLC vs. Augusta Resources (Arizona) et al., pending in the Bankruptcy Court. Navigant reported that all those fees and expenses have been paid. * * * In separate filings, Judge Schmidt approved these fees and expenses: Professional Period Total Fees Expenses ------------ -------- ---------- -------- The Claro Group LLC -- $427,500 -- Michael D. Warner 04/11/08 - 110,685 $5,129 07/31/08 Warner Stevens LLP 05/16/08 - 76,667 3,329 07/31/08 Filardi Law Offices LLC 11/01/08 - 5,632 155 02/19/09 Klee, Tuchin, 10/01/08 - 158,801 3,106 Bogdanoff & Stern LLP 08/31/09 The Court allowed the fees and expenses of (i) Claro Group on January 12, 2007, (ii) Mr. Warner and Warner Stevens on October 6, 2008, (iii) Filardi Law on March 16, 2009, and (iv) Klee Tuchin on September 28, 2009. Judge Schmidt approved the Final Fee Applications of (i) Hamilton Rabinovitz on December 30, 2009, and (ii) Porzio Bromberg and Porter & Hedges on February 1, 2010. Judge Schmidt, however, vacated the orders on February 4, 2010, holding that those orders were entered prematurely. The subject Applications are reinstated. Judge Schmidt will commence a hearing on June 1, 2010, to consider Quarles & Brady LLP's and FTI Consulting Inc.'s Final Fee Applications. About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: Stutzman Bromberg Files for Enhancement of Fees ----------------------------------------------------------- The Official Committee of Asbestos Claimants in Asarco LLC's cases seeks the Court's authority to file under seal the application of Stutzman, Bromberg, Esserman & Plifka for an order granting enhancement of the firm's fees. The Asbestos Committee contends that the Stutzman Application contains confidential and privileged information obtained from documents produced by the Debtors and others under confidentiality and non-waiver of privilege agreements. As per the minutes of a February 3, 2010 hearing, Judge Schmidt made a detailed ruling on the record and directed the parties to upload a detailed order as to the request. About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: Wants to Compel Meritain to Produce Data ---------------------------------------------------- ASARCO LLC and Meritain Health, formerly known as North American Administrators, Inc., were parties to an agreement under which Meritain provided third-party administrator services relating to ASARCO' s employee welfare benefit plans. The Services Agreement requires Meritain to turn over to ASARCO all information and other data acquired upon the termination of the Agreement. The Meritain Agreement has terminated. Therefore, ASARCO has engaged a New Third-Party Administrator to provide similar services and has, pursuant to the terms of the Meritain Agreement, requested that Meritain produce all information and data it has in its possession. However, Meritain has refused to cooperate with ASARCO to date, Gerald L. Shelley, Esq., at Fennemore Craig, P.C., in Phoenix, Arizona, tells the Court. By this motion, ASARCO asks the Court to compel Meritain to produce ASARCO's property. ASARCO has sought and obtained the Court's nod to consider its request on an expedited basis. Accordingly, the hearing to consider the request will be on February 23, 2010, with objections due no later than February 19. Mr. Shelley contends that Meritain's failure to produce ASARCO's claims data, is hindering the New Third-Party Administrator from processing employee claims. He discloses that after ASARCO's counsel asked in a letter for the release of the data, counsel for Meritain disputed ASARCO's position on the termination of the Meritain Agreement and enclosed "a copy of the claims data which ASARCO presumably requires to transition to a new third-party administrator." However, he argues, Meritain only provided hard copies of retiree health care claims, and a CD of scanned claim forms for active claims, and failed to provide all of the claims data in its possession, including the data specifically identified in the ASARCO Letter. Contrary to the express terms of the Meritain Agreement, Meritain also took the position that ASARCO must pay it for additional data, according to Mr. Shelley. He notes that Meritain asserted that "to the extent ASARCO wants Meritain to provide additional information such as accumulator data, please identify it specifically and Meritain will provide a quote to prepare it for ASARCO." Meritain should be compelled to produce all of ASARCO's claims data, as required under the Meritain Agreement, Mr. Shelley argues. He points out that Meritain has stopped processing claims for ASARCO and is seeking damages in an application for administrative claim against the bankruptcy estates. "It is holding ASARCO's claims data hostage, seeking payment for what it is required to do under the terms of the Agreement." Meritain's failure to provide the data, Mr. Shelley insists, is preventing ASARCO from operating its business pursuant to the Court's order confirming the Plan of Reorganization, hence, injuring ASARCO in these ways: (a) Preventing ASARCO and the New Third-Party Administrator from properly determining lifetime coverage maximums, which may result in overpayment of claims that should have been denied; (b) Preventing ASARCO from being able to determine when continuing claims reach ASARCO's stop loss coverage limit, which may result in failure to make a claim under its stop loss insurance coverage; and (c) Delaying or preventing the determination and administration of claims and appeals submitted to Meritain and not completely resolved yet, which may expose ASARCO to ERISA litigation, investigations, penalties and complaints. About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) AVENTINE RENEWABLE: Posts $46.3 Million Net Loss in 2009 -------------------------------------------------------- Aventine Renewable Energy Holdings, Inc., reported a net loss of $46.3 million, or $1.08 per diluted share in 2009, as compared to a net loss of $47.1 million, or $1.12 per diluted share, in 2008. The 2009 net loss was significantly increased by $32.4 million in reorganization items resulting from the Company's Chapter 11 bankruptcy filing. Revenue in 2009 decreased to $594.6 million as compared to $2.2 billion in 2008. Gallons of ethanol sold in 2009 decreased to 277.5 million from 936.0 million in 2008. With severely declining gross profit margins and general liquidity stress due to frozen credit markets, the Company negotiated termination agreements with its marketing alliance partners and began to rationalize its distribution network to primarily focus on sales of its equity production beginning in the fourth quarter of 2008. The Company completed the termination of its marketing alliance and scaled back its purchase/resale program during the first quarter of 2009. The average gross selling price of ethanol in 2009 decreased to $1.75 per gallon, from the $2.22 received in 2008. Ethanol production for 2009 totaled 197.5 million gallons, a slight increase from 188.8 million gallons in 2008. Gross profit for 2009 decreased slightly to $8.7 million from $9.0 million in 2008. Negative gross margin through the third quarter of 2009 was offset by a positive gross margin of $22.2 million in the fourth quarter. In 2009, the Company recognized income from the termination of marketing agreements with alliance partners totaling $10.2 million. The 2008 net loss was increased as a result of $33.2 million in nonrecurring losses comprised of $31.6 million related to the sale of its portfolio of auction rate securities and a $1.6 million impairment loss pertaining to the development costs of a second dry mill ethanol plant on the Pekin site. Balance Sheet At December 31, 2009, the Company's consolidated balance sheets showed $713.7 million in total assets, $446.1 million in total liabilities, and $267.5 million in total stockholders' equity. A full-text copy of the Company's 2009 annual report is available at no charge at http://researcharchives.com/t/s?554b Court Confirms First Amended Plan On April 7, 2009, Aventine Renewable Energy Holdings, Inc., and all of its direct and indirect subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware. On December 4, 2009, the Debtors filed a Joint Plan of Reorganization dated as of December 4, 2009, and a Disclosure Statement explaining the Plan. On January 13, 2010, the Debtors filed a First Amended Joint Plan of Reorganization and Disclosure Statement. A hearing has been scheduled by the Bankruptcy Court for February 24, 2010, to consider confirmation of the Plan. The Plan includes a backstop lending agreement in connection with the issuance of senior secured notes in the face amount of $105 million. On February 24, 2010, Judge Kevin Gross confirmed the First Amended Joint Plan of Reorganization of the Debtors. A copy of the confirmation order is available for free at: http://bankrupt.com/misc/aventine.confirmationorder.pdf About Aventine Renewable Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc. (Pink Sheets: AVRN) -- http://www.aventinerei.com/-- is a producer and marketer of fuel-grade ethanol to many of the leading energy and trading companies in the United States. In addition to ethanol, Aventine also produces distillers grains, corn gluten meal and feed, corn germ and brewers' yeast. The Company and its affiliates filed for Chapter 11 on April 7, 2009 (Bankr. D. Del. Lead Case No. 09-11214). Joel A. Waite, Esq., and Ryan M. Bartley, Esq., at Young, Conaway, Stargatt & Taylor, serves as bankruptcy counsel to the Debtors. Davis Polk & Wardwell is special tax counsel and Houlihan, Lokey, Howard & Zukin, Inc., is the financial advisor. Garden City Group, Inc., has been engaged as claims agent. Donald J. Detweiler, Esq., at Greenberg Traurig, LLP, serves as counsel to the official committee of unsecured creditors. When it filed for bankruptcy protection from its creditors, Aventine Renewable listed between $100 million and $500 million each in assets and debts. BANK OF AMERICA: Shareholders OK TARP Repayment Plan ---------------------------------------------------- Shareholders of Bank of America during a special meeting on February 23, 2010, approved a proposal to increase the number of authorized common shares to 11.3 billion from 10 billion. Approximately 80% of the company's shares voted on the proposal, with more than 76% voting in favor of the proposal. The approval means the common equivalent securities issued in December as part of the repayment of the U.S. government's investment in the company through the Troubled Asset Relief Program automatically would convert into 1.286 billion shares of common stock at 9:30 a.m. EST on Wednesday, February 24, 2010, and holders of the common equivalent securities will become holders of common stock on a one-for-one basis. At the same time, the related contingent warrants will expire without having become exercisable, and the common equivalent securities will cease to exist. According to The Associated Press, the special shareholder meeting was called after BofA in December repaid $45 billion in loans it received during the credit crisis under the TARP. BofA said it funded the repayment through a combination of cash on hand and the sale of $19.29 billion of what are called common equivalent securities that would convert into common stock. AP says while the meeting was relatively calm, there were some outbursts from the audience. "You are running this bank into the ground," yelled one shareholder, according to AP. AP notes that when the floor was opened for discussion, others quietly voiced their opposition. Some expressed concerns that the issuance of new shares would dilute, or lessen, the value of their holdings. AP also relates BofA CEO Brian Moynihan said that at the time of the common equivalent securities offering in December, BofA did not have enough reserve shares to complete a typical common stock sale. "It caused dilution that the bank really didn't want, but in the context of paying back the government, it was important," Mr. Moynihan said, according to AP. "The decision was very critical for our company to complete and to run this company moving forward." BofA's annual meeting of shareholders is expected to take place in April. Trading of the common equivalent securities on the New York Stock Exchange was to be suspended before the market opens February 24, 2010. About Bank of America Based in Charlotte, North Carolina, Bank of America -- http://www.bankofamerica.com/-- is one of the world's largest financial institutions, serving individual consumers, small and middle market businesses and large corporations with a full range of banking, investing, asset management and other financial and risk-management products and services. The Company serves more than 59 million consumer and small business relationships with more than 6,100 retail banking offices, nearly 18,700 ATMs and online banking with nearly 29 million active users. Following the acquisition of Merrill Lynch on January 1, 2009, Bank of America is among the world's leading wealth management companies and is a global leader in corporate and investment banking and trading across a broad range of asset classes serving corporations, governments, institutions and individuals around the world. Bank of America offers support to more than 4 million small business owners. The Company serves clients in more than 150 countries. Bank of America Corporation stock is a component of the Dow Jones Industrial Average and is listed on the New York Stock Exchange. BofA sought government backing in completing its acquisition of Merrill Lynch. Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth management, capital markets and advisory companies with offices in 40 countries and territories. * * * BofA has received US$45 billion in government bailout money since the economic collapse in 2008. As reported by the Troubled Company Reporter on March 27, 2009, Moody's Investors Service lowered the senior debt rating of Bank of America Corporation to A2 from A1, the senior subordinated debt rating to A3 from A2, and the junior subordinated debt rating to Baa3 from A2. The preferred stock rating was downgraded to B3 from Baa1. The holding company's short-term rating was affirmed at Prime-1. Bank of America reported a third-quarter 2009 net loss of $1.0 billion. BEAR ISLAND PAPER: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Bear Island Paper Company, L.L.C. 10026 Old Ridge Road Ashland, VA 23005 Bankruptcy Case No.: 10-31202 Chapter 11 Petition Date: February 24, 2010 Court: United States Bankruptcy Court Eastern District of Virginia (Richmond) Judge: Chief Judge Douglas O. Tice Jr. Debtors' Counsel: Jonathan L. Hauser, Esq. Troutman Sanders LLP 222 Central Park Avenue, Suite 2000 P.O. Box 61185 Virginia Beach, VA 23466-1185 Tel: (757) 687-7768 Email: jonathan.hauser@troutmansanders.com Estimated Assets: $100,000,001 to $500,000,000 Estimated Debts: $500,000,001 to $1,000,000,000 A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/vaeb10-31202.pdf Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Rappahannock Electric Trade Debt $3,879,353 Cooperative Voith Fabrics Trade Debt $273,001 NALCO CO Trade Debt $213,843 Voith Paper Fabric & Trade Debt $198,308 Roll System Cascades Sonoco, Inc. Trade Debt $169,128 SP Recycling Corp. Trade Debt $167,667 -Prince William Division Crossglobe Transport Ltd. Trade Debt $157,410 C.H. Robinson Worldwide, Trade Debt $137,927 Inc. Chemtrade Performance Trade Debt $127,002 Chemicals LLC CANUSA Hershman Recycling, Trade Debt $124,879 LLC SP Recycling Corp.- Trade Debt $113,377 Richmond Div. Recycle America/ Trade Debt $106,571 Alliance, LLC Brenntag Southeast, Inc. Trade Debt $104,415 Hanover County Public Trade Debt $99,429 Utilites-Water Falling Creek Log & Trade Debt $71,348 & Lumber Company Metso Paper USA Trade Debt $55,357 International Paper Trade Debt $52,893 Fleming Southern Trade Debt $49,004 FCR/BMR, LLC Trade Debt $48,029 Baden Tax Management, LLC Trade Debt $43,145 The petition was signed by Edward D. Sherrick, the company's senior vice president and chief financial officer. BIOSCRIP INC: Moody's Assigns 'B2' Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating to BioScrip, Inc. At the same time, Moody's assigned a B3 senior unsecured note rating, Ba3 secured bank facility ratings and an SGL-2 speculative grade liquidity rating. This is the first time Moody's has rated BioScrip. The rating outlook is stable. Proceeds from this transaction will be used to acquire Critical Homecare Solutions Holdings, primarily a home infusion provider, for about $340 million in stock and cash as well as pay down CHS's existing debt. Benefiting liquidity, proceeds will also be used to repay BioScrip's revolver borrowings and provide additional cash cushion for working capital needs. The B2 CFR reflects BioScrip's relatively small size as a provider of specialty pharmacy services -- competing against large players such as Accredo (Medco), CuraScript (Express Scripts) and CVS/Caremark. The acquisition of CHS will provide BioScrip with greater scale in a highly fragmented home infusion business along with the potential for some synergies. In addition, CHS gives management the opportunity to cross-contract with more managed care plans on a direct basis for its specialty pharmacy services. In addition to its small size in specialty pharmacy services, the B2 rating reflects relatively high leverage and minimal free cash flow relative to debt. Although the company should benefit from some synergies and is expected to focus on integrating CHS over the near term, Moody's believe that BioScrip is likely to continue to seek scale through acquisitions, particularly in the higher margin home infusion business. The SGL-2 rating incorporates the expectation that BioScrip will be able to maintain good liquidity, supported by close to breakeven free cash flow, available cash balances and a substantially untapped revolver. The stable outlook reflects Moody's view that BioScrip should be able to achieve positive free cash flow as it achieves synergies and successfully integrates CHS. The outlook does not contemplate additional acquisitions over the near term. Ratings assigned: BioScrip Inc. -- Corporate Family Rating at B2 -- PDR at B2 -- $100 million secured term loan at Ba3, LGD2, 28% -- $50 million secured revolver at Ba3, LGD2, 28% -- $225 million senior unsecured notes at B3, LGD5, 76% -- Speculative grade liquidity rating of SGL-2 BioScrip's ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record of tolerance for risk. These attributes were compared against other issuers both within and outside of BioScrip's core industry and BioScrip's ratings are believed to be comparable to those other issuers of similar credit risk. BioScrip, Inc., headquartered in Elmsford, New York, is an independent provider of specialty and traditional pharmacy services, focused on serving patients with chronic diseases. BLOCKBUSTER INC: To Shut 500 U.S. Stores, Restructure Debt ---------------------------------------------------------- Blockbuster Inc. said it will close at least 500 U.S. movie-rental stores and is exploring ways to restructure debt. In a statement explaining its fourth quarter and full year 2009 results, Blockbuster said that it 2009 it closed 374 domestic company-owned stores, including 140 stores in the fourth quarter. For 2010, Blockbuster expects to close a range of 500 to 545 underperforming domestic company-owned stores. Blockbuster closed 253 domestic company-owned stores in January 2010 and has identified approximately 150 domestic company-owned stores that are expected to be closed in April 2010. The Company expects to close approximately 75 to 125 domestic company-owned stores throughout the remaining portion of 2010. Blockbuster also said it continues to actively explore various recapitalization opportunities, which may include a recapitalization of the Company's outstanding debt or equity securities. Rothschild Inc. has worked with Blockbuster since February 2009 on a variety of financing and strategic initiatives and continues to assist the Company in connection with evaluating capital structure alternatives. About Blockbuster Inc. 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. BERNARD MADOFF: Investors Sue SIPC Directors in Claims Dispute -------------------------------------------------------------- David Voreacos and Erik Larson at Bloomberg News report that three investors who lost money in Bernard Madoff's Ponzi scheme filed a fraud lawsuit against the president and directors of the Securities Investor Protection Corp. to try to boost the amount of reimbursements to victims. According to the report, the complaint, filed in federal court in Newark, New Jersey, claims that SIPC President Stephen Harbeck and the directors are cheating victims of Madoff's fraud by failing to reimburse investors as much as $500,000 each. SIPC, through its trustee Irving Picard, has said investors may claim only cash deposits minus withdrawals, not the amount reflected in account statements that Madoff's firm sent days before his arrest on Dec. 11, 2008. The complaint challenges Mr. Picard's policy and his efforts to "claw back" money from investors who withdrew more from Madoff accounts than they put in before the fraud came to light. The complaint, which seeks to proceed as a group or class-action lawsuit, was filed by New Jersey residents Lissa Canavan, Leslie Goldsmith and Judith Kalman. Ms. Canavan, of River Vale, seeks reimbursement of $391,920, which she claims represents her 20% stake in Lapin Children LLC. Lapin had a value of $1.96 million on its final Madoff account statement, according to the complaint. Ms. Goldsmith, of East Brunswick, is seeking the return of $207,227. Ms. Kalman, of Monroe Township, is seeking $817,007 in claim. The New Jersey case is Lissa Canavan v. Stephen Harbeck, U.S. District Court, District of New Jersey (Newark). About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On December 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert $64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). BERNARD MADOFF: SEC Charges BLMIS Director for Falsifying Records ----------------------------------------------------------------- The Securities and Exchange Commission charged one of convicted Ponzi schemer Bernard Madoff's key operatives with falsifying accounting records to enable the multi-billion dollar fraud and illegally enrich himself, Mr. Madoff, and Mr. Madoff's family and employees. According to the SEC's complaint, filed in U.S. District Court for the Southern District of New York, Daniel Bonventre disguised Mr. Madoff's fraud and the financial losses at Mr. Madoff's firm by misusing and improperly recording investor money to create the false appearance of legitimate income. As Madoff's Director of Operations, Mr. Bonventre ran the back office at Bernard L. Madoff Investment Securities LLC and oversaw the firm's accounting and securities clearing functions for at least 30 years. The SEC alleges that Mr. Bonventre knew that billions of dollars in investor funds were not being used to purchase securities on behalf of investors. The SEC further alleges that Mr. Bonventre made at least $1.9 million in illicit personal profits from the scheme through fake, backdated "trades" in his own investor account at BMIS. "A fraud of this magnitude requires a coordinated effort. Bonventre played an essential part by creating bogus financial records to give BMIS the appearance of legitimacy, when in fact the firm lost money and could not have survived without the fraud," said George S. Canellos, Director of the SEC's New York Regional Office. According to the SEC's complaint, Mr. Bonventre was responsible for the firm's general ledger and financial statements that were materially misstated because they did not reflect the manner in which investor funds were maintained and used. Mr. Bonventure ensured that BMIS financial reports did not reflect the firm's massive liabilities to investors or the corresponding assets received from investors. To hide the fact that BMIS normally operated at a significant loss, the firm used more than $750 million in investor funds to artificially improve reported revenue and income. The SEC alleges that Mr. Bonventre also helped Mr. Madoff, his lieutenant Frank DiPascali, Jr., and others orchestrate lies to investors and regulators when investment advisory operations at BMIS came under review. With Mr. Bonventre's assistance, they made serial misrepresentations to external reviewers by manufacturing reams of false reports and data. The SEC further alleges that Mr. Bonventre personally siphoned $1.9 million from the scheme by directing that profits from fake, backdated trades be put into his own investor account at BMIS. One of these trades was backdated by 12 years. Mr. Bonventure instructed another fake, backdated trade in a handwritten note to a BMIS employee that read: "Hi . . . As per our phone conversation, I need a long term capital gain of $449000.-- on an investment of $129000 -- for a sale proceed of $578000. -- I'll be back in NY on March 30th but if you need to speak to me before then, call me. . . . Thanks[,] Dan." This is the SEC's seventh enforcement action in the Madoff fraud since the scheme collapsed in December 2008. The Commission previously charged Mr. Madoff and BMIS, Mr. DiPascali, and auditors David G. Friehling and Friehling & Horowitz CPAs, P.C., who have all pleaded guilty to criminal charges related to their conduct. The SEC also charged certain feeder funds with committing securities fraud, and charged two computer programmers at Mr. Madoff's firm for their roles in covering up the scheme. The SEC's complaint specifically alleges that Mr. Bonventre violated Section 17(a) of the Securities Act of 1933; violated and aided and abetted violations of Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder; and aided and abetted violations of Sections 206(1), 206(2) and 206(4) of the Investment Advisers Act of 1940 (Advisers Act) and Rule 206(4)-2 thereunder, Sections 15(c) and 17(a) of the Exchange Act and Rules 10b-3, 17a-3, and 17a-5 thereunder, and Section 204 of the Advisers Act and Rule 204-2 thereunder. Among other things, the SEC's complaint seeks financial penalties and a court order requiring Mr. Bonventre to disgorge his ill-gotten gains. The Commission acknowledges the assistance of the U.S. Attorney's Office for the Southern District of New York and the Federal Bureau of Investigation, with which the Commission has coordinated its investigation. The SEC's investigation is continuing. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On December 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert $64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). BI-LO LLC: Hearing on Outline to New Plan on March 16 ----------------------------------------------------- Bi-Lo LLC will seek approval on March 16 of the disclosure statement explaining its amended plan of reorganization. Bi-Lo amended its plan after owner Lone Star Funds negotiated a compromise with the Official Committee of Unsecured Creditors and term-loan lenders. Before settlement, the Committee and the Lenders were proponents of a competing reorganization plan. Bill Rochelle at Bloomberg News reports that the new Bi-Lo plan is funded by a new equity investment from Dallas-based Lone Star, a new $200 million term loan and a new $150 million working capital loan. The existing term-loan lenders, owed $260 million not including interest, are to be paid $260 million, for a 94.5% recovery. Unsecured creditors, owed from $73.1 million to $173 million, will split $30 million if they vote against the plan or $35 million if they vote for it. For accepting the plan and taking the extra $5 million, releases will be given to insiders, Lone Star, and former owner Royal Ahold NV. The recovery for unsecured creditors is estimated to range from 16.6% to 47.1%. According to the Bloomberg report, the cornerstone of the plan is an agreement in which Lone Star lent $130 million to Amsterdam- based Ahold. Using the loan and its own funds, Ahold is buying the term loan from the existing holders. An affiliate of Lone Star will end up owning the company after bankruptcy. About BI-LO LLC Headquartered in Mauldin, South Carolina, BI-LO LLC operates 214 supermarkets in South Carolina, North Carolina, Georgia and Tennessee, and employs approximately 15,500 people. Dallas-based Lone Star Funds bought the business in 2005 from Koninklijke Ahold NV, the Dutch supermarket operator. Lone Star also owns Bruno's Supermarkets LLC, a chain of 66 stores that filed under Chapter 11 in February in Birmingham, Alabama. BI-LO and its affiliates filed for Chapter 11 bankruptcy protection on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140). George B. Cauthen, Esq., Frank B. Knowlton, Esq., at Nelson Mullins Riley & Scarborough, L.L.P; Josiah M. Daniel, III, Esq., Katherine D. Grissel, Esq., at Vinson & Elkins L.L.P. in Dallas; and Dov Kleiner, Esq., Alexandra S. Kelly, Esq., at Vinson & Elkins L.L.P., in New York, serve as counsel. Kurtzman Carson Consultants LLC serves as notice and claims agent. BI-LO listed between $100 million and $500 million each in assets and debts. BOWNE & CO: R.R. Donnelley Deal Won't Affect Moody's 'B3' Rating ---------------------------------------------------------------- Moody's Investors Service said that the proposed acquisition of Bowne & Co., Inc., by R.R. Donnelley & Sons Company's does not impact Bowne's B1 corporate family rating or the B3 rating on its convertible subordinated debentures at this time. If all rated debt is repaid upon completion of the acquisition, Moody's would likely withdraw all ratings on Bowne. Bowne's existing B1 corporate family rating reflects its exposure to the capital markets cycle and market activity level, modest EBITDA margins (further depressed by recent softness in capital markets), the seasonality of and volatility of its cash flow, and vulnerability to the decline in printed material. Evidence of management's commitment to improving its credit profile and success in executing on cost reduction initiatives, the moderate debt level, expectations for modestly positive free cash flow, some recurring revenue and Bowne's leading market share support the rating. The last rating action for Bowne & Co., Inc., was an affirmation of the B1 corporate family rating on August 17, 2009. Bowne's ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of Bowne's core industry and Bowne's ratings are believed to be comparable to those of other issuers of similar credit risk. Bowne & Co., Inc., provides global shareholder and marketing communications services, including capital markets communications, preparation and filing of regulatory and shareholder documents online and in print, and the creation and distribution of customized communication on demand. With headquarters in New York, New York, Bowne maintains 50 offices around the globe and has approximately 2,800 employees. Annual revenue is approximately $700 million. BOWNE & CO: S&P Puts 'B' Corp. Rating on CreditWatch Positive ------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on New York City-based Bowne & Co. Inc., including the 'B' corporate credit rating, on CreditWatch with positive implications. The rating action follows the announcement by higher rated R.R. Donnelley & Sons Co. that it has entered into a definitive agreement to acquire Bowne in an all-cash transaction valued at $481 million. The agreement has been approved by the boards of directors of both companies, which expect the transaction to close in the second half of 2010, pending requisite regulatory and shareholder approvals. "The rating on Bowne will likely remain on CreditWatch with positive implications until the transaction closes," said Standard & Poor's credit analyst Michael Listner. "Subsequently, S&P expects to withdraw the rating." BRENTWOOD APARTMENTS: Sec. 341(a) Meeting Scheduled for March 24 ---------------------------------------------------------------- The U.S. Trustee for Region 21 will convene a meeting of creditors in Brentwood Apartments Tampa, LLC's Chapter 11 case on March 24, 2010, at 1:30 p.m. The meeting will be held at Room 100-B, 501 East Polk St., (Timberlake Annex), Tampa, FL 33602. 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 Brentwood Apartments Tampa, LLC, aka Brentwood Apartments, filed for Chapter 11 bankruptcy protection on February 17, 2010 (Bankr. M.D. Fla. Case No. 10-03334). Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. The Debtor's affiliates -- Brookside Tampa, LLC; Palma Ceia Apartments, LLC; River Park Naples Limited Partnership; and The RSG Family Limited Partnership-Gordon River -- filed separate Chapter 11 petition December 15, 2009. BRENTWOOD APARTMENTS: Wants Premium Finance Pact with Prime Rate ---------------------------------------------------------------- Brentwood Apartments Tampa, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to enter into premium finance agreement with Prime Rate Premium Finance Corporation, Inc. In the ordinary course of its business, the Debtor must maintain various insurance policies, including general liability and umbrella insurance. The Debtor has received a binding commitment for such insurance. The total premium for the insurance is $87,435. The Debtor does not have sufficient funds to pay the premium for the insurance in one installment and needs to obtain financing for the premium. Pursuant to the agreement, the Debtor is required to make a down payment to Prime Rate in the amount of $21,859 and to make nine equal monthly payments in the amount of $7,497. The annual percentage rate will be 6.05% and the total amount of the finance charges under the Agreement will be $1,670. The Debtor seeks to grant Prime Rate a lien and security interest in any and all unearned or return premiums and dividends which may become payable under the insurance policies identified in the Agreement. These insurance policies and unearned premiums or dividends are not otherwise subject to a lien. The liens will be senior to the rights of the Debtor's estate and existing creditors in this or any subsequent proceeding. As a condition of entering into the Agreement, Prime Rate requires that: (a) in the event of a default by the Debtor in making the monthly payments due under the Agreement which default remains uncured for 10 days after notice to the Debtor and an opportunity to cure, it be authorized to terminate the Agreement without seeking relief from the automatic stay or further order of the Court; and (b) any sums that remain due under the Agreement after default and exercise of Prime Rate's rights will be deemed an administrative expense of the estate. A copy of the Premium Finance Agreement is available for free at: http://ResearchArchives.com/t/s?5546 A hearing on the Debtor's request to enter into premium finance agreement with Prime Rate will be held on February 25, 2010, at 2:30 p.m. Tampa, Florida-based Brentwood Apartments Tampa, LLC, aka Brentwood Apartments, filed for Chapter 11 bankruptcy protection on February 17, 2010 (Bankr. M.D. Fla. Case No. 10-03334). Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. The Debtor's affiliates -- Brookside Tampa, LLC; Palma Ceia Apartments, LLC; River Park Naples Limited Partnership; and The RSG Family Limited Partnership-Gordon River -- filed separate Chapter 11 petition December 15, 2009. BRENTWOOD APARTMENTS: Wants to Use Colonial Cash Collateral ----------------------------------------------------------- Brentwood Apartments Tampa, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to use the cash collateral securing their debt to Branch Bank & Trust. On May 15, 2007, the Debtor as borrower, entered into a promissory note, mortgage and security agreement and assignment of rents, in the original principal amount of $9,368,515 in favor of Colonial Bank. Branch Bank & Trust is the successor-in-interest to Colonial Bank by asset acquisition from the Federal Deposit Insurance Corp. as receiver for Colonial Bank. Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser, P.A., the attorney for the Debtor, explains that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. The Debtor will use the collateral pursuant to a weekly budget, a copy of which is available for free at: http://bankrupt.com/misc/BRENTWOOD_APARTMENTS_budget.pdf In exchange for using the cash collateral, the Debtor proposes to grant BB&T a replacement lien on the assets acquired after the Petition Date. The Debtor alleges that BB&T is also adequately protected by virtue of an equity cushion. About Brentwood Apartments Tampa, Florida-based Brentwood Apartments Tampa, LLC, aka Brentwood Apartments, filed for Chapter 11 bankruptcy protection on February 17, 2010 (Bankr. M.D. Fla. Case No. 10-03334). Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. The Debtor's affiliates -- Brookside Tampa, LLC; Palma Ceia Apartments, LLC; River Park Naples Limited Partnership; and The RSG Family Limited Partnership-Gordon River -- filed separate Chapter 11 petition December 15, 2009. CABRINI MEDICAL: Receives $1.37MM Funding from Missionary Sisters ----------------------------------------------------------------- Cabrini Medical Center is getting additional financing to fund its Chapter 11 case. Pursuant to a stipulation presented to the U.S. Bankruptcy Court for the Southern District of New York, The Missionary Sisters of the Sacred Heart has agreed to provide the Debtor with $1,375,000 in additional debtor-in-possession secured financing. The Missionary Sisters of the Sacred Heart is a not-for-profit corporation organized under the laws of the State of New York. The Debtor was earlier authorized to borrow up to $5 million from the Missionary Sisters to fund the operation of the Debtor's business through February 28, 2010. The Debtor will require funds to maintain and preserve the property, well as to satisfy its other administrative expenses, until the closing of the asset sale to SKI Realty, Inc. The Debtor proposes to grant the DIP Lender replacement liens with the same priority as the DIP Financing and superpriority administrative claim. The Debtor proposes a hearing on the new funding on March 10, at 9:30 a.m. Objections, if any, are due on March 5, at 4:00 p.m. Sun Life Assurance Company, the Debtor's senior secured creditor holds two cross-collateralized, cross-defaulted mortgages totalling $36 million on buildings of Cabrini Medial. Prior to providing DIP financing, the Missionary Sisters held $52 million in subordinated, second lien debt behind Sun Life. About Cabrini Medical Center Cabrini Medical Center was an operator of an acute care voluntary hospital on East 19th Street in Manhattan. The facility ceased operating as a hospital in March 2008. The Company filed for Chapter 11 bankruptcy protection on July 9, 2009 (Bankr. S.D.N.Y. Case No. 09-14398). Frank A. Oswald, Esq., at Togut, Segal & Segal LLP assists the Company in its restructuring efforts. The Company listed $50,000,001 to $100,000,000 in assets and $100,000,001 to $500,000,000 in debts. CALIFORNIA COASTAL: Seeks March 10 Extension of Exclusive Period ---------------------------------------------------------------- California Coastal Communities, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the Central District of California to extend the time within which only the Debtors maintain the exclusive right to: -- file a plan of reorganization for a period of two weeks, through and including March 10, 2010; and -- solicit acceptances on any plan for a corresponding two week period, through and including May 9, 2010. Joshua M. Mester, Esq., at Hennigan, Bennett & Dorman LLP in Los Angeles, tells the Court the uncertain nature of the housing market has compounded the difficulty of negotiating a consensual plan of reorganization because historic economic indicators have become relatively unreliable. Mr. Mester says the Debtors have made great progress toward negotiating a plan. He says the Debtors and KeyBank have been engaged in extensive negotiations on a restructuring of the prepetition secured loans and a plan of reorganization. KeyBank is the agent under the Debtors' Senior Secured Revolving Credit Agreement and Senior Secured Term Loan Agreement both dated September 15, 2006. KeyBank supports extension of the exclusive periods to allow negotiations to be completed. "These discussions appear to be bearing fruit as the gap between the parties has significantly narrowed," Mr. Mester says. According to Mr. Mester, the Debtors intended to file a plan prior to the expiration of their exclusive periods. Mr. Mester also relates the Debtors have made significant progress toward reorganization. They continue to market and sell homes in the Brightwater project and Debtor HHI Lancaster I, LLC, sold 54 improved lots at Quartz Hill in Lancaster, California, to Richmond American Homes of Maryland, Inc. In addition, the Debtors have continued to administer their bankruptcy estates, including the filing of Statements of Financial Affairs and Schedules of Assets and Liabilities and are in compliance with all of the United States Trustee's requirements. The Debtors also are current on all of their known postpetition obligations and are very close to the point where a viable and consensual chapter 11 plan can be proposed. About California Coastal California Coastal Communities, Inc., (Nasdaq: CALC) -- http://www.californiacoastalcommunities.com/-- is a residential land development and homebuilding company operating in Southern California. The Company's principal subsidiaries are Hearthside Homes which is a homebuilding company, and Signal Landmark which owns 105 acres on the Bolsa Chica mesa where sales commenced in August 2007 at the 356-home Brightwater community. Hearthside Homes has delivered 2,200 homes to families throughout Southern California since its formation in 1994. Irvine, California-based California Coastal Communities, Inc., filed for Chapter 11 bankruptcy protection on October 27, 2009 (Bankr. C.D. Calif. Case No. 09-21712). Joshua M. Mester, Esq., who has an office in Los Angeles, California, assists the Company in its restructuring efforts. The Company listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. CAPRIUS INC: Knight Equity Markets Holds 29.84% of Common Stock --------------------------------------------------------------- Knight Equity Markets, L.P., formerly Knight Securities, L.P., disclosed that as of February 19, 2010, it may be deemed to beneficially own 1,425,565 shares or roughly 29.84% of the common stock of Caprius, Inc. 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. Caprius 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. Vintage has 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. CATHOLIC CHURCH: Court Signs Order Confirming Fairbanks' Plan ------------------------------------------------------------- Judge Donald MacDonald IV of the U.S. Bankruptcy Court for the District of Alaska signed a written order on February 17, 2010, confirming the Catholic Bishop of Northern Alaska's Third Amended and Restated Joint Plan of Reorganization and Disclosure Statement. The Official Committee of Unsecured Creditors is a proponent to the Plan. Judge MacDonald confirmed the Plan after finding that it satisfies the statutory requirements under Sections 1129(a) and (b) of the Bankruptcy Code: A. The Plan complies with each applicable provision of the Bankruptcy Code as required by Section 1129(a)(1) of the Bankruptcy Code, including the requirements of Section 1122 and 1123 of the Bankruptcy Code. B. Section 1129(a)(2) is satisfied because the Diocese and the Creditors Committee have complied with all applicable provisions of the Bankruptcy Code with respect to the Plan and solicitation of acceptances or rejections. In particular, the Plan complies with the requirements of Sections 1125 and 1126 of the Bankruptcy Code. In compliance with the Disclosure Statement Order, the Diocese, among other things, has caused copies of the Disclosure Statement, the Plan, the Disclosure Statement Order, the Ballot and any solicitation materials from the Diocese and the Creditors Committee to be transmitted to the holders of all Claims entitled to vote to accept or reject the Plan. C. The Plan has been proposed in good faith and not by any means forbidden by law. The reorganization case was filed because the Diocese of Fairbanks sought a mechanism for compensation and treatment of hundreds of Tort Claims. The Plan was negotiated in good faith. The Plan is the result of extensive good faith, arm's-length negotiations among the Diocese, the Creditors Committee and the attorneys for a substantial number of the Tort Claimants, as evidenced by the fact that the Plan was a joint plan with the Creditors Committee and the overwhelming acceptance of the Plan by the Tort Claimants. In addition, the Plan's indemnification, Exculpation, Releases and Injunction provisions have been negotiated in good faith and are consistent with Sections 105, 1123(b)(6), 1129 and 1142 of the Bankruptcy Code. The Plan achieves a result consistent with the objectives and purposes of the Bankruptcy Code. Accordingly, the requirements of Section 1129(a)(3) are satisfied. D. No payment for services or costs and expenses in or in connection with the bankruptcy case, or in connection with the Plan and incident to the case, has been or will be made by CBNA other than payments that have been or will be authorized by order of the Court. All payments for fees and costs of the Chapter 11 Professionals for services rendered before the Plan's effective date will be subject to approval by the Court with the procedures for the approval to be determined either by agreement of the Chapter 11 Professionals and the Office of the United States Trustee or a Court order in the event an agreement is not reached. Thus, the Diocese and the Creditors Committee satisfy Section 1129(a)(4). E. CBNA has disclosed (i) the identity of the sole director of the Diocese, and (ii) the identity of any insiders, who will be employed or retained by the Reorganized Debtor. The compensation of the sole director, Bishop Donald Kettler, has been disclosed. The Diocese and the Creditors Committee have disclosed the identity of the Settlement Trustee, Robert Berger, and the terms of his compensation, and the Special Arbitrator, William Bettinelli and the terms of his compensation. Hence, Section 1129(a)(5) is satisfied. F. There are no governmental regulatory commissions with jurisdiction, after confirmation of the Plan, over the rates of the Diocese. Therefore, Section 1129(a)(6) is inapplicable to the Chapter 11 case. G. Based on the proffer of the testimony of Chris Linscott, CBNA's financial advisor and Exhibit "E" admitted at the Confirmation Hearing, each holder of an impaired Claim in each impaired Class of Claims that has not accepted the Plan will, on account of the Claim, receive or retain property under the Plan having a value, as of the Effective Date, that is not less than the amount that the holder would so receive or retain if CBNA could be liquidated under Chapter 7 of the Bankruptcy Code. CBNA has demonstrated that the Plan is in the best interests of its Creditors, as required by Section 1129(a)(7). H. The Plan has not been accepted by all impaired Classes of Claims. Notwithstanding that nonacceptance, the Plan is confirmable because the Plan satisfies Section 1129(b)(1) with respect to those non-accepting Classes of Claims. Hence, 1129(a)(8) is satisfied. I. The Plan provides treatment for Administrative Claims, Priority Tax Claims and Priority Claims that is consistent with the requirements of Section 1129(a)(9). J. The Plan has been accepted by two Classes of impaired Claims that are entitled to vote on the Plan, without including any acceptance of the Plan by any insider. The Plan, therefore, satisfied the requirements of Section 1129(a)(10). K. The Plan is feasible within the meaning of Section 1129(a)(11). The proffered testimony of George W. Bowder, the Diocese's Director of Finance, and his actual testimony together with Confirmation Exhibits "C" and "D," establish that the Diocese's business plan, projections and financial information regarding the Reorganized Debtor as of the Effective Date are reasonable, made in good faith, and confirmation of the Plan is not likely to be followed by the liquidation or the need for further financial reorganization of the Diocese. L. The Plan provides that Administrative Claims for fees payable pursuant to Section 1930 of the Judicial and Judiciary Procedures Code will be paid on or before the Effective Date to the extent any are due as of the Effective Date. After the Effective Date, all fees payable pursuant to Section 1930 will be paid by the Reorganized Debtor in accordance with the terms of the Plan and applicable portions of the Bankruptcy Code. Hence, the requirements of Section 1129(a)(12) are satisfied. M. The Diocese and the Creditors Committee assures the Court that provisions of Section 1129(a)(13), to the extent applicable, have been complied with. N. The Debtor is a corporation and is not required to pay domestic support obligations. Accordingly, Section 1129(a)(14) is not implicated by the Plan. O. The Debtor is a corporation and does not need to pay five years' worth of disposable income to unsecured creditors. Accordingly, Section 1129(a)(15) is not implicated by the Plan. P. The amendments proposed by the Diocese and set forth in the Plan to the Endowment are a proper exercise of the fiduciary duty of Bishop Donald Kettler, as the trustee of the Endowment. The Endowment Amendments are a necessary and integral part of the Plan and are necessary in order for the Diocese to perform under the Plan and cause the Effective Date to occur as testified to by Deacon Bowder at the Confirmation Hearing. The sale of the property to the Endowment as described in the Plan is in accordance with the applicable provisions of nonbankruptcy law that govern nonprofit corporations. Due and proper notice of the Plan and the Confirmation Hearing was given to the Attorney General for the state of Alaska. Thus, Section 1129(a)(16) is satisfied. Finding that the Plan complies with the statutory requirements, Judge MacDonald confirmed the Plan at the confirmation hearing held January 25, 2010, and signed his order confirming the Plan on February 17. Judge MacDonald also approved the Disclosure Statement explaining that Plan. A couple of objections against the Plan's confirmation were filed by the Society of Jesus Oregon Province and certain Jesuit perpetrators of sexual abuse. In connection with an agreement recited on the record at the Confirmation Hearing between CBNA and SJOP, the Objecting Parties withdrew their objections. Under the Third Amended Plan, the Diocese, with additional help from its KNOM division, the Parish Churches, the Monroe Foundation, increased insurance settlements and agreements by professionals to forego certain fees, has been able to commit to a guaranteed payment of $9.8 million to the Fund for paying Tort Claims. The $9.8 million amount is net of administrative expenses and will be transferred to the Fund by the Diocese on or before the Effective Date. The Plan also contains non-monetary undertakings, pursuant to which the Diocese commits to assist in the reconciliation and healing process of the Tort Claimants. The Diocese also commits to take additional non-monetary actions, including the filing of the names of individuals identifying them as priests, religious, lay employees and volunteers accused of sexual abuse in the filed Proofs of Claim, and the posting on the home page of its and Fairbanks' Web page a prominent link on the home page to the names of accused individuals and other known perpetrators. Under the Confirmation Order, Judge MacDonald, among other things: -- appointed Robert Berger as the Settlement Trustee; -- held that the Settlement Trust, including the Litigation Reserve, is to be funded by a transfer and assignment of the Cash that comprises the Fund as of the Effective Date; -- approved the sale and transfer of the property to the Endowment free and clear of all liens, claims, interests and encumbrances; -- authorized the sale of the Pilgrim Springs Property at an auction to be conducted at a hearing on March 5, 2010, and the Endowment is further authorized to submit the opening bid of $1,850,000; and -- approved settlements and agreements under the Plan, including the SJOP Settlement and Plan Modification, which provides that the Jesuit Unsecured Claim under Class 7 will be allowed for $150,000, and the Jesuits will not have or assert any other Unsecured Claims against the Diocese. Full-text copies of the Confirmation Order and its exhibits are available for free at: * Confirmation Order: http://bankrupt.com/misc/Fairbanks_ConfOrder_02172010.pdf * Exhibit 1 -- Third Amended Plan: http://bankrupt.com/misc/Fairbanks_Plan_02172010.pdf * Exhibit 2 -- List of individuals against whom a claim of abuse has been filed: http://bankrupt.com/misc/Fairbanks_List_Accused_02172010.pdf * Exhibit 3 -- Order in SJOP's bankruptcy case on its motion to show cause why the automatic stay should not be enforced: http://bankrupt.com/misc/Fairbanks_SJOP_Order_02172010.pdf * Exhibit 4 -- Modification of the Plan relating to the treatment of Class 7 Claims: http://bankrupt.com/misc/Fairbanks_ModifiedClass7_02172010.pdf * Exhibit 5 -- Settlement Trust Agreement: http://bankrupt.com/misc/Fairbanks_SAettTrustAgr_02172010.pdf Plan Modifications Under the 24-page Confirmation Order, the Plan is modified to provide that: (1) nothing in the Operational Documents, which consist of the Plan, Plan Documents, and the Confirmation Order, will constitute an adjudication or be construed to resolve or adjudicate in any way the Diocese's, Reorganized Debtor's, Settlement Trust's, Settlement Trustee's or Tort Claimant's claims or rights against the Non-Settling Insurers; (2) as to any Non-Settling Insurer, the Operational Documents will have no res judicata or collateral estoppel effect, nor will they constitute a trial or hearing on the merits or an adjudication or judgment as to any Tort Claim, Contribution Claim, Insurance Action, Insurance Coverage Claim, or assertion of Insurance Coverage Rights; (3) the Operational Documents will not be construed to approve or sanction a waiver by the Successors of any defense, counterclaim, cross-claim or other remedy or right, whether legal or equitable, as and against any Tort Claimant or Tort Claim; (4) as to any Non-Settling Insurer, the Operational Documents will have no res judicata or collateral estoppel effect, and will not constitute a trial or hearing on the merits, or an adjudication or judgment that, among other things, any Non-Settling Insurer participated in the negotiation of the Plan, or that any Non-Settling Insurer is liable for, or otherwise obligated to pay, with respect to any Tort Claim; (5) it is the express intent of the parties that all claims, rights and defenses of the Diocese, Reorganized Debtor, Settlement Trustee, Settlement Trust and Successors and any Non-Settling Insurer with respect to the presumptive, preclusive, res judicata or collateral estoppel effect of the determinations of the Special Arbitrator and Arbitration Awards are reserved and preserved for the Insurance Adversary or other Insurance Action before a Court of competent jurisdiction; (6) notwithstanding any provision of the Plan, a Non-Settling Insurer may assert a Contribution Claim, to the extent one exists, as a defense or counterclaim against the Reorganized Debtor or Settlement Trustee, and the Reorganized Debtor or Settlement Trustee may assert the legal or equitable rights, if any, of the Settling Insurer in any of that claim or action; (7) certain terms are defined, including Operational Documents; and (8) the Plan is further amended so that all references to "Great Divide Candidate Insurer" will be replaced with "Non-Settling Insurer." 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: Hearing on TRO of Pilgrims Springs Sale Today -------------------------------------------------------------- To recall, Louis H. and Nancy E. Green notified the U.S. Bankruptcy Court for the District of Alaska that they will take 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 elected to have their appeal heard at the U.S. District Court for the District of Alaska. The Greens want the District Court to determine whether the Bankruptcy Court: (a) committed reversible plain error in failing to acknowledge and address that there is an unsettled dispute over the true ownership in fee simple absolute of Pilgrim Hot Springs between the Catholic Bishop of Northern Alaska and the Greens because: * the Greens met the statutory requirements of adverse possession from 1975 to present, and therefore, own Pilgrim Hot Springs in fee simple absolute by operation of Alaska state law; * the Greens never entered into a written caretaker or agent agreement with CBNA or its lessee, Pilgrim Springs, Ltd.; paid for all improvements and travels to and from Pilgrim Hot Springs; and never received any compensation for the alleged position; * the Greens have actual possession of Pilgrim Hot Springs, and therefore, constructive possession of the entire 320 acre parcel; * the Greens have actual passion of Pilgrim Hot Springs, and therefore, ousted CBNA; * the Greens won the race to the court house in filing their claim before CBNA could file an ejectment action against them, and therefore, preserved their claim to quiet title; * the State Court recognized the legitimate dispute between the Greens and CBNA by granting the Greens leave to file an amended complaint 30 days from the date of an order overturning the Bankruptcy Court's order; and * court action is not necessary to perfect title under adverse possession and title automatically vests in the possessor at end of statutory period; (b) exceeded its constitutional authority under Article III Section 2 Clause 1 of the U.S. Constitution by hailing the Greens as nonparties into Bankruptcy Court and improperly taking jurisdiction from the proper state forum over an in rem quiet title action involving two in-state parties, who have no debtor-creditor relationship; (c) committed reversible error by exceeding the constitutional scope of the Bankruptcy Court's authority by unreasonably requiring the Green's as non-party unrecorded true owners of Pilgrim Hot Springs to dismiss their State Court Action, which constituted an excessive and impermissible sanction; and (d) committed a taking in violation of the 8th Amendment of the Constitution by ordering the Green's to dismiss their non-debtor-creditor complaint for quiet title in fee simple absolute of ownership of "Pilgrim Hot Springs" under Alaska state law, and hence, unconstitutionally usurping the exclusive jurisdiction and authority of the State Superior Court to decide all in rem quiet title claims, which do not involve a debtor-creditor relationship. The Greens also want to know if an unsettled dispute over true ownership of property subject to an in rem adverse possession claim, which arose prior to filing of bankruptcy by the Diocese, is a threshold issue of law, which must be decided in the exclusive jurisdiction of the State Court in which the property is located, and therefore, triggers the Bankruptcy Court's duty to abstain under Section l334(c) of the Judicial and Judiciary Procedures Code. The Greens also filed designations of records on appeal. Hearing on Diocese's Objection Adjourned Judge MacDonald adjourned to February 26, 2010, the hearing on the Diocese's objection to the Greens' requests for preliminary injunction preventing sale of Pilgrim Hot Springs; a lien on Pilgrim Hot Springs; and a stay pending appeal. The Bankruptcy Court directed the Greens' counsel, Bryon E. Collins, Esq., at Bryon E. Collins and Associates, in Anchorage, Alaska, to file a motion and brief by February 22, 2010, in connection with the Greens' requests, which were included in their Notice of Appeal. Judge MacDonald also directed Kasey C. Nye, Esq., at Quarles & Brady LLP, in Tucson, Arizona, to file any supplemental authorities by February 24, 2010. 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: Wilmington Wants Plan Exclusivity Until July 30 ---------------------------------------------------------------- The Catholic Diocese of Wilmington, Inc., asks the U.S. Bankruptcy Court for the District of Delaware to extend its exclusive period to: (a) file a Chapter 11 plan of reorganization through and including July 30, 2010; and (b) solicit acceptances of that plan through and including September 30, 2010. The Diocese's Exclusive Plan Filing Period expired February 15, 2010. James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, contends that an extension of the Exclusive Periods is warranted because the Diocese's bankruptcy case is sufficiently complex and significant unresolved contingencies in connection with the case remain, including the determination as to the ownership of the pooled investment funds maintained by the Bank of New York Mellon, formerly known as Mellon Bank, as custodian. In addition, the Official Committee of Unsecured Creditors initiated an adversary proceeding by filing a complaint seeking, among other things, a determination as to the ownership of the Pooled Investment Funds. The outcome of the Pooled Investment Litigation will determine the scope of the funds available to fund a plan of reorganization and satisfy claims of the bankruptcy estate, and in particular, claims arising from abuse, Mr. Patton argues. "Until a proper determination of the scope of the property of the Debtor's estate is made, it would be difficult, if not impossible, for the Debtor either to (i) formulate a plan of reorganization or (ii) negotiate with its creditors or formulate a consensual plan of reorganization," Mr. Patton tells the Court. As the Court stated on the record at the January 12, 2010 hearing, the issue of who owns approximately $76 million of the Pooled Investment Funds is a "gateway issue for the development of the case," Mr. Patton reminds Judge Sontchi. Under the circumstances, he points out, the proposed extension of the Debtor's Exclusive Periods is both necessary and warranted. Mr. Patton further argues that the Diocese is not in a position to formulate a plan because the April 15, 2010 bar date in the bankruptcy cases have not yet passed, and the Diocese cannot accurately quantify the number and dollar amounts of claims against its bankruptcy estate. He adds that the Diocese has made good faith progress toward reorganization since the Petition Date, including responding to a multitude of expedited discovery requests, filing of its schedules of assets and liabilities and statement of financial affairs, and the commencement of discussions with the Creditors Committee with respect to the possibility of entering into a global mediation process. Judge Sontchi will convene a hearing on March 1, 2010, at 9:00 a.m., to consider the Debtors' request. Objections are due February 24. Pursuant to Del.Bankr.L.R. 9006-2, the Diocese's Exclusive Plan Filing Period is automatically extended until the conclusion of that hearing. About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19. There are 131 cases filed against the Diocese, with 30 scheduled for trial. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CENTRAL CROSSINGS: Section 341(a) Meeting Scheduled for March 24 ---------------------------------------------------------------- The U.S. Trustee for Region 3 will convene a meeting of creditors in Central Crossings Business Park Building II, LLC's Chapter 11 case on March 24, 2010, at 9:00 a.m. The meeting will be held at Office of the US Trustee, Raymond Boulevard, One Newark Center, Suite 1401, Newark, NJ 07102-5504. 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. Jersey City, New Jersey-based Central Crossings Business Park Building II, LLC, owns and operates a portion of an industrial business park located at 300 Bordentown-Hedding Road in Bordentown, New Jersey. The Company filed for Chapter 11 bankruptcy protection on February 18, 2010 (Bankr. D. N.J. Case No. 10-14578). Kenneth Rosen, Esq., at Lowenstein Sandler, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. CENTRAL CROSSING: Taps Lowenstein Sandler as Bankruptcy Counsel --------------------------------------------------------------- Central Crossing Business Park Building II, LLC, has sought permission from the U.S. Bankruptcy Court for the District of New Jersey to employ Lowenstein Sandler PC as bankruptcy counsel, effective as of the Petition Date. Lowenstein Sandler will, among other things: a. take necessary actions to protect and preserve the Debtor's estate during the pendency of the Debtor's Chapter 11 case, including the prosecution of actions by the Debtor, the defense of actions commenced against the Debtor, negotiations concerning litigation in which the Debtor is involved, and objecting to the claims filed against the estate; b. prepare necessary motions, applications, answers, orders, reports, and papers in connection with the administration of the Debtor's Chapter 11 case; c. counsel the Debtor with regard to its rights and obligations as debtor-in-possession; and d. appearing in this or any other court to protect the interests of the Debtor. Bruce Buechler, a member of Lowenstein Sandler, says that the firm will be paid based on the hourly rates of its personnel: Members $410-$765 Senior Counsel $360-$550 Counsel $320-$520 Associates $220-$380 Legal Assistants $120-$215 Mr. Buechler assures the Court that Lowenstein Sandler is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Jersey City, New Jersey-based Central Crossings Business Park Building II, LLC, owns and operates a portion of an industrial business park located at 300 Bordentown-Hedding Road in Bordentown, New Jersey. The Company filed for Chapter 11 bankruptcy protection on February 18, 2010 (Bankr. D. N.J. Case No. 10-14578). The Company estimated its assets and debts at $10,000,001 to $50,000,000. CENTRAL GARDEN: Moody's Rates $300 Mil. Subordinated Notes at 'B3' ------------------------------------------------------------------ Moody's Investors Service rated Central Garden & Pet Company's proposed new $300 million subordinated notes B3, while at the same time affirming its corporate family rating at B1 and its probability of default rating at B1. The SGL 2 speculative grade liquidity rating was affirmed. The rating on the existing $150 million subordinated notes will be withdrawn if the new debt offering and tender offer closes on the expected terms. The ratings on the secured credit facility (term loan and revolver) will be upgraded to Ba2 if the new debt offering closes on its anticipated terms. The rating outlook remains positive. Proceeds from the new offering are expected to be used to repay the existing subordinated notes and to repay a portion of the $300 million term loan. The B1 corporate family rating reflects Central Garden's modest size, limited geographic diversification, seasonality and weather dependency of its business, and single digit operating margins. The rating also incorporates the challenges posed by its large retail customers and the significant competition inherent in the highly fragmented lawn and garden, and pet supply industries. The rating is supported by the company's strong market position in pet and lawn & garden, an improved liquidity profile and good credit metrics highlighted by modest financial leverage of around 3x and good cash flow to debt ratios. The SGL 2 speculative grade liquidity rating reflects the company's cash balances of over $85 million and the expectation of roughly $100 million of annual free cash flow in the near to mid term. The liquidity rating is also supported by having full access to a $350 million revolving credit facility and ample cushion under its financial covenants. Liquidity is constrained by the upcoming maturity of its revolving credit facility in February 2011 and by the inherent volatility in cash flow due to weather, seasonality and commodity costs. The positive outlook incorporates Moody's expectation of continued operating performance improvement and continued strong credit metrics even if Central Garden were to make a modest acquisition. For example, financial leverage temporarily increasing to around 4x because of a strategic acquisition is consistent with the positive outlook. The positive outlook also considers Moody's view that the company will maintain its strong liquidity profile and will likely renew its revolving credit facility well before its maturity date. This rating was assigned: -- $300 million subordinated notes at B3 (LGD 5, 80%) These ratings were affirmed: -- Corporate family rating at B1; -- Probability of default rating at B1; -- $350 million senior secured revolving credit facility due 2011 at Ba3 (LGD3, 39%); -- $300 million senior secured term loan due 2012 at Ba3 (LGD3, 39%); -- Speculative grade liquidity rating at SGL 2 The last rating action for Central Garden was on January 26, 2010, where Moody's upgraded the corporate family rating to B1 and revised the rating outlook to positive. Central Garden & Pet Company, located in Walnut Creek, California, manufactures an array of branded lawn and garden and pet supply products, and operates as a distributor for other manufacturers' products in both of these segments. Sales were $1.6 billion for the twelve months ended December 31, 2009. CHARLES COWIN: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Charles P. Cowin 1707 1/2 Post Oak Blvd. PMB 263 Houston, TX 77056 Bankruptcy Case No.: 10-31478 Chapter 11 Petition Date: February 24, 2010 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Jeff Bohm Debtor's Counsel: Richard L. Fuqua, II, Esq. Fuqua & Keim 2777 Allen Parkway, Ste. 480 Houston, TX 77019 Tel: (713) 960-0277 Email: fuqua@fuquakeim.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. CHARTER COMMS: Pension Funds Try to Revive Securities Action ------------------------------------------------------------ A group of pension funds has challenged a bankruptcy court's decision to block it from bringing a putative securities class action against Charter Communications Inc. chairman and Microsoft Corp. co-founder Paul G. Allen and other Charter executives, Law360 reports. Based in St. Louis, Missouri, Charter Communications, Inc. (Pink OTC: CHTRQ) -- http://www.charter.com/-- is a broadband communications company and the fourth-largest cable operator in the United States. Charter provides a full range of advanced broadband services, including advanced Charter Digital Cable(R) video entertainment programming, Charter High-Speed(R) Internet access, and Charter Telephone(R). Charter Business(TM) similarly provides scalable, tailored, and cost-effective broadband communications solutions to business organizations, such as business-to-business Internet access, data networking, video and music entertainment services, and business telephone. Charter's advertising sales and production services are sold under the Charter Media(R) brand. Charter Communications and more than a hundred affiliates filed voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y. Case No. 09-11435). As of March 31, 2009, the Debtors had total assets of $13,650,000,000, and total liabilities of $24,501,000,000. Pacific Microwave filed for bankruptcy April 20, 2009, disclosing assets of not more than $50,000 and debts of more than $1 billion. The Hon. James M. Peck presides over the cases. Richard M. Cieri, Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at Kirkland & Ellis LLP, in New York, serve as counsel to the Debtors, excluding Charter Investment Inc. Albert Togut, Esq., at Togut, Segal & Segal LLP in New York, serves as Charter Investment, Inc.'s bankruptcy counsel. Curtis, Mallet-Prevost, Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel. Ernst & Young LLP is the Debtors' tax advisors. KPMG LLP is the Debtors' independent auditor. The Debtors' valuation consultants are Duff & Phelps LLC; the Debtors' financial advisors are Lazard Freres & Co. LLC; and the Debtors' restructuring consultants are AlixPartners LLC. The Debtors' regulatory counsel is Davis Wright Tremaine LLP, and Friend Hudak & Harris LLP. The Debtors' claims agent is Kurtzman Carson Consultants LLC. Judge James M. Peck of the U.S. Bankruptcy Court for the Southern District of New York approved the Debtors' pre-arranged joint plan of reorganization in a bench ruling on October 15, 2009. A formal confirmation order was entered November 17, 2009. On November 30, 2009, Charter Communications announced that it has successfully completed its financial restructuring, which significantly improves the Company's capital structure by reducing debt by approximately 40%, or approximately $8 billion. CHRYSLER LLC: Rejected Dealers to Go to District Court ------------------------------------------------------ Certain dealers notify the U.S. Bankruptcy Court for the Southern District of New York that they will take an appeal to the United States District Court for the Southern District of New York from Judge Gonzalez's order denying the Dealers' motion for reconsideration of the June 9, 2009 rejection order and the June 19, 2009 rejection opinion, entered on February 5, 2010. The Appealing Dealers are: Island Jeep Incorporated Preston Chrysler Jeep Scotia Motors Inc. Fort Morgan Auto Center Inc. Golden Motors Superior Motors Inc. John Hine Pontiac Mazda Dodge Waco Dodge Sales Inc. Pen Motors Inc. Archer Chrysler Jeep Bob Taylor Jeep Inc. D Patrick Inc. Mauro Motors, Inc. Brehm Group Inc. Bollinger's, Inc. Clarkston Motors Inc. St. Pete Jeep Chrysler Berlin Chrysler Inc. Rallye Auto Plaza Inc. El Dorado Motors Inc. Neil Huffman Incorporated Russo Group Enterprises Inc. Bill Spurlock Dodge, Inc. Fox Hills Chrysler Jeep Inc. South Holland Dodge Walker Motors Inc. Pride Chrysler Jeep Shoemaker's Jeep Inc. Thomas Dodge Corp. Snow, LLC/Champion Chrysler Taylor-Parker Motor Company Barber Bros Motor Co. Inc. Evansville Chrysler Inc. Van Lieshout & Simon Dodge Alley's of Kingsport, Inc. Drake Chrysler Augusta Dodge, Inc. Tenafly Chrysler Jeep Inc. M&M Dodge, Inc. Wycoff Chrysler Inc. Scholtes Auto World Terry Chrysler Jeep Inc. Axelrod Chrysler Inc. Sowell Automotive Inc. Faws Garage South Shore Chrysler Lakes Chrysler Jeep Limited Cimino Brothers Ford Inc. Van Burkleo Motors Inc. Wilson Dodge Inc. Fisher Motors Inc. Kalmar Motor Sales, Inc. Courtesy Nissan Inc. Reuther Investment Co. Key Buick-Pont-AMC Inc. Mt. Clemens Dodge Inc. Southeast Automotive Golick Chrysler Jeep Inc. Extreme Jeep Inc. Bruce Campbell Dodge Inc. Mueller Chrysler Inc. Clayton Amerman Inc. Wilson Dodge Nissan Auffenberg Chrysler Inc. Ambassador Auto Service, Inc. Rock of Texas Automotive Inc. Monicatti Chrysler Jeep Sales Continental Chrysler Jeep Inc. Duvall Chrysler Dodge Jeep Inc. Orleans Dodge Chrysler Jeep Inc. Birmingham Chrysler Plymouth Inc. Ray's Ford-Mercury Inc./Ray's CDJ Brother's Motors Inc./Diamond Dodge Fiore Chrysler Jeep/Jim Fiore Motors About Chrysler Group LLC Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles and products. Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. About Chrysler LLC Chrysler LLC and 24 affiliates on April 30 sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of December 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat has a 20 percent equity interest in Chrysler Group. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: New Chrysler Signs New Lease with Urstadt Biddle -------------------------------------------------------------- Urstadt Biddle Properties Inc. announced that it has signed new lease extensions with Chrysler Group LLC for its two industrial properties located near St. Louis, Missouri and Dallas, Texas. Both properties had been leased to Chrysler Group LLC with lease terms that were set to expire in January 2011 and June 2012, respectively. Both leases were extended to December, 2016. Net rents on the St. Louis property (192,000 sf) were decreased to $3.40 per square foot in years 1-5 and $3.90 per square foot in years 6-7 verses $3.98 per square foot currently. Net rents on the Dallas property (255,000 sf) were decreased to $3.70 per square foot in years 1-5 and $4.24 per square foot in years 6-7 verses $4.21 per square foot currently. Neither lease contains an option for a term extension beyond 2016. The effective date of both extensions is January 1, 2010. Currently the properties are used as parts distribution facilities for the parts and service division of Chrysler Group LLC. Willing Biddle, President of UBP said, "Given the recent turmoil in the United States automobile marketplace we are extremely pleased to have reached an agreement on the extension of these two leases with Chrysler Group LLC at competitive market rental rates. These extensions remove one of the few large re-leasing contingencies in our portfolio. Chrysler's commitment to and reliance upon these properties for servicing their dealer sales and service network was reaffirmed by these lease extensions. We classify these assets as non-core and will continue to explore options to sell these properties in the normal course of business in accordance with our Board of Directors previous direction." Urstadt Biddle Properties Inc. is a self-administered equity real estate investment trust providing investors with a means of participating in ownership of income-producing properties with the liquidity of being listed on the New York Stock Exchange since 1969. UBP owns or has interests in 46 properties containing approximately 3.9 million square feet of space and has paid 160 consecutive quarters of uninterrupted dividends to its shareholders since its inception. About Chrysler Group LLC Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles and products. Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. About Chrysler LLC Chrysler LLC and 24 affiliates on April 30 sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of December 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat has a 20 percent equity interest in Chrysler Group. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: Fiat & Sollers Form Global Alliance in Russia ----------------------------------------------------------- Fiat S.p.A. and SOLLERS have announced the establishment of global alliance in the format of a joint venture for the production of Passenger Cars and SUVs. The Memorandum of Understanding was signed by Vadim Shvetsov, CEO of SOLLERS, and Sergio Marchionne, CEO of FIAT Group, in the presence of Vladimir Putin, the Prime Minister of Russia. The total production capacity of the new JV will be up to 500,000 vehicles per year by 2016. Nine new models (C and D segments, SUVs) will be marketed on the Russian market with up to six to be produced on a new global FIAT-Chrysler platform. A minimum 10% of the produced vehicles will be shipped to export markets. The FIAT/SOLLERS project will be implemented in Naberezhnye Chelny, located 1,000 Km East of Moscow in the Republic of Tatarstan. The SOLLERS-Naberezhnye Chelny plant production site will be expanded by new production facilities and a technology park for component production. Development and technical adaptation to the Russian market of the new vehicles will be carried out at the Engineering Technical Centre of the JV, with intellectual property rights for the platform to be contributed to the JV. Target localization within the framework of the given project will reach no less than 50%, including the production of engines and gearboxes and the establishment of a new technology park for the production of components. Moreover, the required components will be produced at the production site of ZMZ and at the new technology park in Togliatti. Thus, the establishment of FIAT/SOLLERS JV in Russia will become one of the biggest investment projects in the Russian automotive sector and will include all key aspects of vehicle production with high added value. For implementation of the project the JV expects to get the support from the Russian Government in raising long-term loans at a favorable subsidized interest rate for the whole amount of the investments required, estimated at EURO2.4 billion. "The plans to implement a full-scale joint project reflect our confidence about the future development of the Russian automotive market. By establishing one of the global production centres specializing in the development and production of FIAT and Chrysler Group vehicles in Russia, we will be able to offer our customers the most desirable products in the most attractive passenger car segments and to occupy leading positions in the growing Russian market in forthcoming years," said Vadim Shvetsov, CEO of SOLLERS. For Sergio Marchionne, CEO of Fiat Group and Chrysler Group, "Today's agreement marks a turning point for our presence on the Russian market. This is one of the largest alliances signed by our Group in one of the World's most important markets. This partnership forms part of Fiat Group's and Chrysler Group's strategy of increased internationalization which will allow us to also leverage our two Group's know-how, expand our geographical footprint, increase customer choice and achieve cost benefits." About Chrysler Group LLC Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles and products. Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. About Chrysler LLC Chrysler LLC and 24 affiliates on April 30 sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of December 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat has a 20 percent equity interest in Chrysler Group. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: Executives as Dealers to Stay Optimistic ------------------------------------------------------ U.S. dealers of Chrysler Group LLC were asked to have faith that the auto maker will be saved with a new lineup of products, according to a report by Reuters. At the National Automobile Dealers Association convention in Orlando, Florida, Chrysler executives asked the dealers to hang on during the first half of this year with a lineup of dated vehicles. The executives assured them that help is on the way by the fourth quarter, when new products are scheduled to arrive, Reuters said. The auto maker plans to have redesigned models for the Jeep Grand Cherokee in June. It will also introduce new versions of the Chrysler 300, Dodge Charger and the Dodge CUV in the second half of this year, according to the report. Chrysler spokesman Rick Deneau said once refreshed models are included, 75% of the product lineup will be changed by the end of the year. Earlier, Chrysler announced plans for new models including the subcompact Fiat 500, which will be sold in the U.S. late this year. Ray McKenney, a dealer in North Carolina, said dealers believe in Chrysler because the auto maker's management has convinced them there is a coherent strategy, Reuters reported. Paul Walser, who runs a Chrysler-Dodge-Jeep dealership in Minnesota, also expressed optimism. "I think there's a lot of good things coming. I think we're all wondering what the journey looks like between now and the time when all the product starts to arrive," Mr. Walser told The Associated Press. Some dealers, however, were disappointed because Chrysler did not mention about floor plan financing or new incentives to encourage buyers. They were also doubtful of recent advertising campaigns which they said were humorous and focused more on brand identity rather than touting Chrysler's products, according to reports. At the NADA convention, the dealers heard presentations on advertising, marketing and incentives from Fred Diaz Jr., Chrysler's top U.S sales executive, and Olivier Francois, who heads advertising and the Chrysler brand. Dealers were told that Chrysler is projecting sales this year at just under 1.2 million, up a little from last year. The auto maker, the dealers said, still has $5 billion in cash and has reduced its expenses and gained efficiencies so it can break-even at just over a million in annual sales, AP reported. About Chrysler Group LLC Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles and products. Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. About Chrysler LLC Chrysler LLC and 24 affiliates on April 30 sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of December 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat has a 20 percent equity interest in Chrysler Group. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CITIGROUP INC: In Advanced Talks to Sell Hedge-Fund Business ------------------------------------------------------------ The Wall Street Journal's Randall Smith and Jenny Strasburg report that Citigroup Inc. is in talks to sell a hedge-fund business with about $4 billion in assets as Citi continues to whittle down a $547 billion pool of assets marked for sale, according to people familiar with the sale talks. The Journal's sources said SkyBridge Capital, a New York alternative-asset manager led by two alumni of Goldman Sachs Group Inc., is in advanced talks to buy Citi's fund-of-funds business. No pact has yet been signed, and the proposed sale price couldn't be determined, the sources said. One source told the Journal the assets Citi is selling include about $1 billion in investments farmed out to hedge funds, some $2.5 billion in hedge-fund assets on which Citi advises, and $500 million in seeding capital tied to stakes in small hedge funds. About Citigroup Based in New York, Citigroup Inc. (NYSE: C) -- is a global diversified financial services holding company whose businesses provide a broad range of financial services to consumer and corporate customers. Citigroup has roughly 200 million customer accounts and does business in more than 140 countries. Citigroup's businesses are aligned in three reporting segments: (i) Citicorp, which consists of Regional Consumer Banking (in North America, EMEA, Asia, and Latin America) and the Institutional Clients Group (Securities and Banking, including the Private Bank, and Transaction Services); (ii) Citi Holdings, which consists of Brokerage and Asset Management, Local Consumer Lending, and a Special Asset Pool; and (iii) Corporate/Other. As reported in the Troubled Company Reporter on November 25, 2008, the U.S. government entered into an agreement with Citigroup to provide a package of guarantees, liquidity access, and capital. The U.S. Treasury and the Federal Deposit Insurance Corporation agreed to provide protection against the possibility of unusually large losses on an asset pool of roughly $306 billion of loans and securities backed by residential and commercial real estate and other such assets, which will remain on Citigroup's balance sheet. As a fee for this arrangement, Citigroup issued preferred shares to the Treasury and FDIC. The Federal Reserve agreed to backstop residual risk in the asset pool through a non-recourse loan. Citigroup, the third-biggest U.S. bank, received $45 billion in bailout aid. Other bailed-out banks, including Bank of America Corp., Wells Fargo & Co., have pledged to repay TARP money. JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley, repaid TARP funds in June. Citigroup is selling assets to repay the bailout funds. Citigroup is one of the banks that, according to results of the government's stress test, need more capital. DAVIE YARDS: To Restructure Under The CCAA ------------------------------------------ Davie Yards has filed for creditor protection under the Companies' Creditors Arrangement Act with the Quebec Superior Court. After consideration of all available alternatives, the Board of Directors has determined to seek court protection under the CCAA in order to allow Davie to work on a new plan to secure additional financing and complete its projects currently under contract. As previously reported, accumulated losses due to currency fluctuations and project cost increases related to delays of payment of installments by Davie's clients have affected the Corporation's results of operations. Following a comprehensive review which was undertaken when Davie recently embarked on the most complex aspects of construction, the Corporation concluded that the learning process involved in building offshore vessels is more challenging than anticipated and has resulted in additional delivery delays and costs for the ships currently under construction. Davie has already begun to implement corrective actions in its operations and will concentrate its activities in order to be able to focus on implementing a financing plan while minimizing the impact on its clients. In conjunction with the CCAA filing, Davie is implementing a temporary realignment of its operations designed to preserve its working capital while working on securing new financing. Davie will continue its shipbuilding activities with a reduced workforce of approximately 160 employees. Approximately 1590 employees will be laid off, most of them temporarily, starting Monday March 1st. "This is a very unfortunate situation but we must realign our operations in order to get the time necessary to move forward on solid footing", said the new CEO of Davie, Mr. Gustav Johan Nydal, who has started last week. He continued, "we hope that we will soon be able to bring our valuable workforce back to work. We are committed to deliver the ships we have on order and we appreciate the support of our partners through this transition period." The Corporation also announced that Mr. Donald Campbell is taking over as Chairman of the Board of Davie. Mr. Campbell is a senior strategy advisor with the law firm Davis LLP. Prior to joining Davis, he was Executive Vice President of CAE. Mr. Campbell previously enjoyed a distinguished career with Canada's Department of Foreign Affairs and International Trade, serving most recently as Deputy Minister of Foreign Trade and as the Prime Minister's Personal Representative for G-8 Summits (1997-2000). In addition, Mr. Campbell has served as Canada's Ambassador to Japan and Korea. Mr. Steinar Kulen has decided for personal reasons not to take over as Chairman of the Board but will remain a director. About Davie Yards Davie Yards Inc. owns and operates the Davie yard in Quebec. With over 185 years of operating experience, the shipyard is the largest in Canada and among the largest and most sophisticated in North America. The Corporation has a focus on building large and complex offshore service vessels and rigs, and other sophisticated vessels for commercial and governmental use. Its shares are traded on the Toronto Stock Exchange (DAV). DAZ VINEYARDS: Gets Court's Interim Okay to Use Cash Collateral --------------------------------------------------------------- DAZ Vineyards, LLC, sought and obtained authorization from the U.S. Bankruptcy Court for the Central District of California to use, on an interim basis, the cash collateral of Silicon Valley Bank, Premiere Pacific Viveyards and Sierra Madre Ranch Holdings, LLC. William C. Beall, Esq., at Beall and Burkhardt, the attorney for the Debtor, explains that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. The Debtor says that Silicon Valley Bank is owed $326,000, but it is protected by the equity cushion it already enjoys. The value of the Debtor's inventory plus receivables exceeds $5 million. The Debtor proposes to provide Silicon Valley Bank, Premiere Pacific Viveyards and Sierra Madre Ranch replacement liens in the post-petition operation of the Debtor's business. The Debtor assures that the receivables created by post-petition operations will exceed the use of the cash collateral. Los Olivos, California-based DAZ Vineyards, LLC, dba Demetria Estate Winery, filed for Chapter 11 bankruptcy protection on February 15, 2010 (Bankr. C.D. Calif. Case No. 10-10689). William C. Beall, Esq., at Beall and Burkhardt, assists the Company in its restructuring effort. DBSD NORTH: Dish Network Rails Against $54-Mil. Credit ------------------------------------------------------ Law360 reports that DBSD North America Inc.'s bid to hasten the closing of the $54 million credit facility central to its massive debt restructuring has come under fire from secured lender Dish Network Corp., which contends that DBSD is using the facility to thwart Dish's challenge to the Chapter 11 plan's confirmation. DISH Network Corporation became involved in the Debtors' cases when, after the Debtors proposed a plan of reorganization, DISH bought up all of the Debtors' First Lien Debt from its prior holders, at par, seeking by its acquisition of the Debtors' debt, "to acquire control of this strategic asset." Thereafter, literally on the eve of the plan confirmation hearing, DISH sought to terminate exclusivity and obtain permission to file its own plan, further to achieve its strategic objective. Finding that "[t]his is the paradigmatic case for the application of the Allegheny doctrine," the Honorable Robert E. Gerber ruled that DISH Network's claim should be designated pursuant to 11 U.S.C. Sec. 1126(e), and that DISH Network is disqualified from voting on the Debtors' plan. In October 2009, Judge Gerber confirmed the Debtors' chapter 11 plan, but the plan can't take effect until the Debtors obtain adequate exit financing. DISH Network Corp. and Sprint Nextel Corp. then took appeals from Judge Gerber's confirmation order to the U.S. District Court for the Southern District of New York. About DBSD North America Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO Member Services Inc. offers satellite communications services. It has launched a satellite, but is in the developmental stages of creating a satellite system with components in space and on earth. It presently has no revenues. The Company and nine of its affiliates filed for Chapter 11 protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-13061). James H.M. Sprayregen, Esq., Christopher J. Marcus, Esq., at Kirkland & Ellis LLP, in New York; and Marc J. Carmel, Esq., Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago, serve as the Debtors' counsel. Jefferies & Company is the proposed financial advisors to the Debtors. The Garden City Group Inc. is the court-appointed claims agent for the Debtors. When the Debtors sought for protection from their creditors, they listed between $500 million and $1 billion each in assets and debts. DRUG FAIR: Must Deliver Plan at Committee's Request --------------------------------------------------- Bill Rochelle at Bloomberg News reported that Drug Fair Group Inc. had its exclusive right for filing a reorganization plan extended to March 29 coupled with a requirement that the Company must deliver a draft disclosure statement to the Official Committee of Unsecured Creditors within 10 days. In addition, the Company must file a liquidating Chapter 11 plan within two weeks of a request by the Committee. Drug Fair liquidated 58 drug and general merchandise stores following its Chapter 11 filing. About Drug Fair Group Headquartered in Somerset, New Jersey, Drug Fair Group, Inc. -- http://www.drugfair.com/or http://www.costcuttersonline.com/-- fka Community Distributors, Inc., operates pharmacies and general merchandise stores in northern and central New Jersey. The Company, with stores in central and northern New Jersey, is indirectly owned by Sun Capital Partners Inc., a private-equity investor based in Boca Raton, Florida. Drug Fair and CDI Group, Inc., filed for Chapter 11 protection on March 18, 2009 (Bankr. D. Del. Lead Case No. 09-10897). Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg & Ellers, represent the Debtors in their restructuring efforts. Warren J. Martin, Jr., Esq., and Brett S. Moore, Esq., at Porzio Bromberg & Newman, P.C., represent the official committee of unsecured creditors as counsel. Norman L. Pernick, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., represent the creditors committee as Delaware counsel. J.H. Cohn LLP is the creditors committee's financial advisors and forensic accountants. Epiq Bankruptcy Solutions, LLC, is the Debtors' notice and claims agent. The Debtors listed assets of $50 million to $100 million and debts of $100 million to $500 million. After commencing the Chapter 11 cases, the Debtors began going out of business sales at approximately 24 locations. On April 27, 2009, the Court approved the sale of 31 remaining stores to Walgreen Co. for about $54 million. The Debtors are winding down assets not included in the transactions. DUANE READE: CEO Lederer to Get $4.4MM Bonus on Walgreen Deal ------------------------------------------------------------- In connection with their buyout deal with Walgreen Co., Duane Reade Holdings, Inc., and Duane Reade Shareholders, LLC, an affiliate of Oak Hill Capital Partners, entered into acquisition award agreements with each of the Company's senior executive officers. Each senior executive officer will be entitled to receive a lump sum cash payment. The cash payment will be reduced by any amounts the senior executive officer receives in respect of his outstanding Company stock options in connection with the Transactions and any other payments he receives that are contingent upon the Closing, including any previously granted transaction bonus award. The maximum Special Closing Payments available for each of the Company's named executive officers are: Maximum Special Named Executive Officer Closing Payment ----------------------- --------------- John A. Lederer, Chairman & CEO $4,441,000 John K. Henry, CFO $892,500 Charles R. Newsom, SVP Store Operations $748,000 Vincent A. Scarfone, SVP HR/Admin. $561,000 In addition, subject to the Closing and continued employment with the Company through the Closing, each senior executive officer will be eligible to receive a percentage of a bonus pool not to exceed $2,500,000 in the aggregate -- Contingent Payment -- that will be paid by DRS Seller. The amount of the aggregate bonus pool will be determined by the persons who were the members of the Compensation Committee of the Company on February 17, 2010, in their sole discretion, based on (i) the achievement of the Company's financial budget for the 2010 fiscal year during the period from the beginning of the 2010 fiscal year through the Closing, (ii) successful resolution of certain matters in a manner satisfactory to the Compensation Committee and (iii) no indemnification being required under the Securities Purchase Agreement, as determined by the Compensation Committee. The percentages of the Contingent Payment pool available for each of the Company's named executive officers: Contingent Payment Named Executive Officer Pool Percentage ----------------------- ------------------ John A. Lederer 34.60% John K. Henry 10.50% Charles R. Newsom 8.80% Vincent A. Scarfone 6.60% To the extent that any portion of any of the Special Closing Payments or the Contingent Payments would be "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, then payment of the Potential Parachute Payments will be subject to, and conditioned upon, approval of the relevant Special Closing Payments and Contingent Payments by the stockholders of the Company obtained in accordance with the requirements of the Code and the applicable Treasury Regulations promulgated thereunder. As reported by the Troubled Company Reporter, the Company and DRS Seller on February 17, 2010, entered into a Securities Purchase Agreement with Walgreen: -- Walgreen will purchase from Duane Reade all of the issued and outstanding shares of (i) Series A Redeemable Preferred Stock, par value $0.01 per share, (ii) Series B Redeemable Preferred Stock, par value $0.01 per share and (iii) common stock, par value $0.01 per share of the Company; and -- immediately prior to the Closing, the Company will cause to be cancelled all outstanding (i) options to purchase Company common stock held by any current or former director or employee of the Company or any subsidiary of the Company, (ii) warrants to purchase Company common stock and (iii) awards of phantom shares granted under the Company's Phantom Stock Plan. Walgreen is expected to own 100% of the Shares of the Company. In consideration for the sale of the Shares to Walgreen and the cancellation of the Company options, warrants and phantom shares, concurrent with the consummation of the Transactions, Walgreen will pay an aggregate amount in cash equal to $1,075,000,000. The Purchase Price will be (i) reduced by (a) the principal amount of indebtedness of the Company and its subsidiaries outstanding as of the Closing, together with interest accrued thereon and (b) the amount of transaction expenses of the Company (whether incurred on its own behalf or on behalf of any Seller) that are unpaid as of the Closing and (ii) increased by (a) the amount of interest accrued on certain series of notes of the Company and its subsidiaries after February 1, 2010, up to $6,700,000, and (b) the amount of cash of the Company or its subsidiaries as of the Closing. The Purchase Price is also subject to adjustment based on the relative level of working capital of the Company and its subsidiaries as of the Closing compared to an agreed upon target amount. At the Closing, Walgreen will hold back an amount equal to $7,500,000 to secure the obligations of Duane Reade for certain adjustments to the Purchase Price (if any) after the Closing, including with respect to the reconciliation of estimated and actual amounts of working capital of the Company's business, cash of the Company or its subsidiaries, certain indebtedness of the Company and its subsidiaries and interest accrued on certain series of notes of the Company and its subsidiaries, in each case, as of the Closing. The Securities Purchase Agreement contains certain customary termination rights for the Company and the Sellers, on the one hand, and Walgreen, on the other hand, as the case may be, applicable upon: -- a breach by the other party or parties that is not or cannot be cured within 20 business days' notice of such breach if such breach would result in a failure of the conditions to closing set forth in the Securities Purchase Agreement; or -- August 17, 2010, if the Transactions have not been consummated by such date, subject to extension by the Company or Walgreen to November 17, 2010, if all Conditions to closing have been satisfied by August 17, 2010, other than the conditions relating to the absence of any order or injunction prohibiting the consummation of the Transactions or the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. About Walgreens Walgreens Co. -- http://www.walgreens.com/-- is the nation's largest drugstore chain with fiscal 2009 sales of $63 billion. The company operates 7,162 drugstores in all 50 states, the District of Columbia and Puerto Rico. About Duane Reade Founded in 1960, Duane Reade is the largest drug store chain in New York City, offering a wide variety of prescription and over- the-counter drugs, health and beauty care items, cosmetics, convenience foods, greeting cards and photofinishing. As of June 27, 2009, the Company operated 253 stores. At September 26, 2009, Duane Reade Holdings, Inc., had $725,237,000 in total assets against $867,282,000 in total liabilities, resulting in stockholders' deficit of $142,045,000. * * * The Troubled Company Reporter said July 17, 2009, that Moody's Investors Service affirmed Duane Reade's Caa1 Corporate Family Rating and Ca Probability of Default Rating. Duane Reade's Caa1 CFR reflects the company's high leverage and weak coverage along with its geographic concentration in and disproportionate exposure to economic conditions in the intensely competitive New York metro market. The rating also incorporates Moody's expectation that free cash flow will be weak over the next 12 months due to relatively modest cash flow that is largely consumed by capital expenditures. EAST WEST RESORT: Gets Court's Interim Nod to Obtain DIP Financing ------------------------------------------------------------------ East West Resort Development V, L.P., L.L.L.P., et al., sought and obtained interim authorization from the Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware to obtain postpetition secured financing from a syndicate of lenders led by Barclays Bank PLC, as administrative agent. The DIP lenders have committed to provide up to $10 million, with up to $2 million plus amounts necessary to cash collateralize letters of credit available on an interim basis. Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A., and Richard A. Chesley, Esq., at Paul, Hastings, Janofsky & Walker LLP, explain that the Debtors need the money to fund their Chapter 11 case, pay suppliers and other parties. The DIP loan agreement will terminate on October 25, 2010. The DIP facility will mature six months from the petition date. The DIP facility will incur interest on the daily balance at an interest rate of (i) if the relevant obligation is a LIBOR Rate Loan, at a per annum rate equal to the LIBOR Rate plus the LIBOR Rate Margin or (ii) otherwise, at a per annum rate equal to the base rate plus the base rate margin. In the event of default, the obligations that have been charged to the loan account will bear interest on the daily balance at a per annum rate equal to 2 percentage points above the per annum rate otherwise applicable. The Debtors will grant the Agent first priority liens in the collateral. The Debtors will grant the DIP Lenders superpriority administrative claim status, and grant liens to the DIP Lenders subject to the permitted liens, and prime other liens on the collateral in the even the holders of the liens don't object to the Debtors' request to obtain DIP financing. The DIP lien is subject to an up to $1 million carve-out for U.S. Trustee and Clerk of Court fees, fees payable to professional employed in the Debtors' case, and fees of the committee in pursuing actions challenging the DIP Lenders' lien. The Debtors are required within 90 days of the Petition Date to file: (i) a plan of reorganization and accompanying disclosure statement, or (ii) a motion to approve bid procedures. The Debtors must, within 120 days of the Petition Date: (i) obtain approval of the disclosure statement with respect to the Plan, or (ii) commence an auction for the Debtors' assets pursuant to the bid procedures. The Debtors must, within 165 days of the Petition Date, (i) obtain confirmation of the Plan, or (ii) close a sale of the Debtors' assets pursuant to the bid procedures. The Debtors must also achieve the effective date of the Plan within 176 days of the Petition Date. A copy of the DIP financing agreement is available for free at: http://bankrupt.com/misc/EAST_WEST_RESORT_dipfinancingpact.pdf http://bankrupt.com/misc/EAST_WEST_RESORT_dipfinancingpact2.pdf The Court has set a final hearing for March 11, 2010, at 11:30 a.m. on the Debtors' request to obtain DIP financing. About East West Resort Avon, Colorado-based East West Resort Development V, L.P., L.L.L.P., is a limited partnership between Crescent Resort Development, Inc., and long-standing developer East West Partners, Inc., that was formed to develop residential and commercial real estate projects on and around the Northstar at Tahoe Resort in Lake Tahoe, California. East West Resort filed for Chapter 11 bankruptcy protection on February 16, 2010 (Bankr. D. Delaware Case No. 10-10452), estimating its assets and debts at $100,000,001 to $500,000,000. The Company's affiliates -- Tahoe Club Company, LLC Tahoe Club Company, LLC; Tahoe Mountain Resorts, LLC; NMP Holdings, LLC; Grays Station, LLC; Old Greenwood, LLC; Old Greenwood Realty, Inc.; Northstar Village Townhomes, LLC; Northstar Big Horn, LLC; Northstar Trailside Townhomes, LLC; Northstar Iron Horse, LLC; and Northstar Mountain Properties, LLC -- filed separate Chapter 11 petitions. The Debtors' financial advisor is Houlihan Lokey Howard & Zukin Capital, Inc. The Debtors' claims agent is Epiq Bankruptcy Solutions. EAST WEST RESORT: Taps Houlihan Lokey as Financial Advisor ---------------------------------------------------------- East West Resort Development V, L.P., L.L.L.P., et al., have sought permission from the U.S. Bankruptcy Court for the District of Delaware to employ Houlihan Lokey Howard & Zukin Capital, Inc., as financial advisor and investment banker, nunc pro tunc to the Petition Date. Houlihan Lokey will, among other things: a. assist the Debtors in the development, preparation and distribution of selected information, documents and other materials in an effort to create interest in and consummate any transaction; b. solicit and evaluate indications of interest and proposals regarding any transaction from current and/or potential lenders, equity investors, acquirers and/or strategic partners; c. assist the Debtors with the development, structuring, negotiation and implementation of any transaction, including participating as a representative of the Debtors in negotiations with creditors and other parties involved in any transaction; and d. provide expert advice and testimony regarding financial matters related to any transaction. Houlihan Lokey will be paid $225,000 for the first three months of engagement and $175,000 for each month after for its services. Amit Patel, a managing director of Houlihan Lokey, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Avon, Colorado-based East West Resort Development V, L.P., L.L.L.P., is a limited partnership between Crescent Resort Development, Inc., and long-standing developer East West Partners, Inc., that was formed to develop residential and commercial real estate projects on and around the Northstar at Tahoe Resort in Lake Tahoe, California. East West Resort filed for Chapter 11 bankruptcy protection on February 16, 2010 (Bankr. D. Delaware Case No. 10-10452), estimating its assets and debts at $100,000,001 to $500,000,000. The Company's affiliates -- Tahoe Club Company, LLC Tahoe Club Company, LLC; Tahoe Mountain Resorts, LLC; NMP Holdings, LLC; Grays Station, LLC; Old Greenwood, LLC; Old Greenwood Realty, Inc.; Northstar Village Townhomes, LLC; Northstar Big Horn, LLC; Northstar Trailside Townhomes, LLC; Northstar Iron Horse, LLC; and Northstar Mountain Properties, LLC -- filed separate Chapter 11 petitions. Dana L. Reynolds, Esq.; Daniel J. DeFranceschi, Esq.; and Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., assist the Debtors in their restructuring efforts. The Debtors' claims agent is Epiq Bankruptcy Solutions. EAST WEST RESORT: Wants Schedules Filing Deadline Moved by 30 Days ------------------------------------------------------------------ East West Resort Development V, L.P., L.L.L.P., et al., have asked the U.S. Bankruptcy Court for the District of Delaware to extend the filing of schedules of assets and liabilities and statements of financial affairs by an additional 30 days. The Debtors have more than 200 creditors. The Debtors say that they won't be able to complete the schedules and statements within the current 30-day deadline due to the numerous critical matters that the Debtors' accounting staff must address in the early days of the Debtors' bankruptcy cases, the complexity of the cases and the volume of material that must be compiled and reviewed by the Debtors' staff to complete the schedules and statements for each of the 12 Debtors during the initial days of the cases. Avon, Colorado-based East West Resort Development V, L.P., L.L.L.P., is a limited partnership between Crescent Resort Development, Inc., and long-standing developer East West Partners, Inc., that was formed to develop residential and commercial real estate projects on and around the Northstar at Tahoe Resort in Lake Tahoe, California. East West Resort filed for Chapter 11 bankruptcy protection on February 16, 2010 (Bankr. D. Delaware Case No. 10-10452), estimating its assets and debts at $100,000,001 to $500,000,000. The Company's affiliates -- Tahoe Club Company, LLC Tahoe Club Company, LLC; Tahoe Mountain Resorts, LLC; NMP Holdings, LLC; Grays Station, LLC; Old Greenwood, LLC; Old Greenwood Realty, Inc.; Northstar Village Townhomes, LLC; Northstar Big Horn, LLC; Northstar Trailside Townhomes, LLC; Northstar Iron Horse, LLC; and Northstar Mountain Properties, LLC -- filed separate Chapter 11 petitions. The Debtors' financial advisor is Houlihan Lokey Howard & Zukin Capital, Inc. The Debtors' claims agent is Epiq Bankruptcy Solutions. EASTMAN KODAK: To Buy Back $300 Mil. of Senior Notes Held by KKR ---------------------------------------------------------------- Eastman Kodak Company on February 24, 2010, entered into an agreement with affiliates of Kohlberg Kravis Roberts & Co. L.P. to repurchase all $300 million aggregate principal amount of the Company's 10.50% Senior Secured Notes due 2017 previously issued to KKR. The completion of the repurchase of the KKR Notes is contingent on the satisfaction or waiver of certain conditions, including the sale of at least $300 million aggregate principal amount of debt securities. The repurchase of the notes from KKR, together with Kodak's tender for up to $100 million aggregate principal amount of 7.25% Senior Notes due 2013, will extend the maturity of Kodak's debt, and is expected to increase Kodak's financial flexibility. KKR also continues to hold warrants to purchase 40 million shares of Kodak common stock, which are non-transferrable until September 2011, except under certain conditions. Two executives from KKR also serve on Kodak's board of directors, and will continue to do so subsequent to the notes repurchase, in accordance with the terms of the original note and warrant purchase agreement between Kodak, certain affiliates of KKR, and KKR (with respect to specified provisions). About Eastman Kodak Headquartered in Rochester, New York, Eastman Kodak Company (NYSE:EK) -- http://www.kodak.com/-- provides imaging technology products and services to the photographic and graphic communications markets. As of December 31, 2009, the Company had total assets of $7.691 billion against total liabilities of $7.724 billion, resulting in shareholders' deficit of $35 million. On February 19, 2010, Moody's revised its rating outlook on the Company from negative to stable, and affirmed its B3 corporate rating and Caa1 senior unsecured rating. On February 11, 2010, S&P revised its B- rating outlook on the Company to stable from negative. All ratings on the Company, including the B- Corporate Rating, were affirmed. EASTMAN KODAK: To Sell $400MM Secured Notes in Private Placement ---------------------------------------------------------------- Eastman Kodak Company on Wednesday said it intends to offer, subject to market and other conditions, $400 million aggregate principal amount of senior secured notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States to persons other than U.S. persons in reliance upon Regulation S under the Securities Act. Kodak's obligations under the notes will be fully and unconditionally guaranteed on a senior secured basis by each of Kodak's existing and future direct or indirect wholly owned domestic subsidiaries, subject to certain exceptions, and will be secured by a second-priority lien on substantially all domestic assets of the issuer and guarantors, subject to certain exceptions. Final terms of the notes, including the interest rate and other terms, will be determined by negotiations between Kodak and the initial purchasers of the notes. Kodak intends to use the net proceeds from the offering to repurchase all $300 million aggregate principal amount of its 10.50% Senior Notes due 2017 and to repurchase a portion of its 7.25% Senior Notes due 2013 through a tender offer. About Eastman Kodak Headquartered in Rochester, New York, Eastman Kodak Company (NYSE:EK) -- http://www.kodak.com/-- provides imaging technology products and services to the photographic and graphic communications markets. As of December 31, 2009, the Company had total assets of $7.691 billion against total liabilities of $7.724 billion, resulting in shareholders' deficit of $35 million. On February 19, 2010, Moody's revised its rating outlook on the Company from negative to stable, and affirmed its B3 corporate rating and Caa1 senior unsecured rating. On February 11, 2010, S&P revised its B- rating outlook on the Company to stable from negative. All ratings on the Company, including the B- Corporate Rating, were affirmed. EASTMAN KODAK: Fitch Assigns 'BB-/RR1' Rating on $400 Mil. Notes ---------------------------------------------------------------- Fitch Ratings has assigned a 'BB-/RR1' rating to Eastman Kodak Company's proposed private placement of $400 million senior secured second-priority lien notes. The net proceeds from the offering will be used to repurchase $300 million of 10.5% senior secured second-priority lien notes currently held by Kohlberg Kravis & Roberts Co. L.P. and a portion of Kodak's outstanding tender offer to repurchase up to $100 million of 7.25% senior notes due 2013, which expires on March 4, 2010. Fitch expects the new senior secured second-priority lien notes will have the same guarantors and collateral package as the KKR notes that will be redeemed. Specifically, the new notes will be fully and unconditionally guaranteed on a senior secured basis by each of Kodak's existing and future direct or indirect wholly- owned domestic subsidiaries, subject to certain exceptions, and will be secured by a second-priority lien on substantially all domestic assets of the issuer and guarantors, subject to certain exceptions. The carrying value of the assets pledged as collateral at Dec. 31, 2009, was approximately $2 billion, assuming no changes in the collateral package for the new notes compared to the KKR notes. Fitch currently rates Kodak: -- Issuer Default Rating (IDR) 'B-'; -- Senior secured first-priority lien revolving credit facility 'BB-/RR1'; -- Senior unsecured debt 'B-/RR4'. The Rating Outlook is Stable. EASTMAN KODAK: Moody's Affirms Corporate Family Rating at 'B3' -------------------------------------------------------------- Moody's Investors Service affirmed Eastman Kodak's B3 corporate family rating and assigned a Ba3 rating to the company's new $400 million senior secured second lien notes due 2018. The Ba3 rating assigned to the new senior secured notes, which is three notches above the B3 CFR, reflects its senior ranking within the capital structure relative to the large amount of senior unsecured debt claims given the notes' second-priority lien security, albeit behind the unrated first-priority lien debt. The outlook remains stable. The $400 million new notes offering will help fund Kodak's proposed repurchase of the $300 million 10.50% Senior Notes due 2017 as well as the tender offer to repurchase up to $100 million of the 7.25% Senior Notes due 2013. The assigned ratings are subject to review of final documentation and no material change in the terms and conditions of the transaction as advised to Moody's. The B3 corporate family rating and stable rating outlook reflect Moody's expectations that Kodak's profitability, including intellectual property licensing income, will remain modest over the intermediate term as the company contends with ongoing competitive challenges in its broad digital portfolio and the secular decline in its traditional film business. At the same time, Moody's anticipate that free cash flow will approximate breakeven to a modest usage as the company's restructuring actions and defined benefit pension plan and other retirement programs consume cash. The rating also considers the company's brand name and market position, as well as cash inflows from successful licensing of it's intellectual property, which includes gross payments of $450 million to be received from Samsung in 2010. The stable rating outlook incorporates Moody's expectation that Kodak will generate improved, but modest profitability in 2010. It also reflects the company's very strong liquidity position, which includes over $2 billion of cash and investments at December 31, 2009, $162 million of debt maturities spread evenly over the next three years, and access to a $500 million committed revolving credit agreement. Approximately $127 million of the revolver expires in October 2010, while the remaining $373 million expires in March 2012. The revolving credit agreement does not require financial maintenance covenants unless cash availability is less than $100 million. Even with sizeable seasonal working capital swings during the year, Moody's does not expect Kodak will need its revolver in the near term given the company's substantial cash balance. Rating / assessments assigned: * $400 million Senior Secured (Second-Priority Lien) Notes due 2018 -- Ba3 (LGD 2, 17%) Ratings affirmed and assessments revised: * Corporate Family Rating -- B3; * Probability of Default Rating -- B3; * $500 million Senior Unsecured Notes due 2013 - Caa1 (LGD 4, 65% from 64%); * $3 million Senior Unsecured Notes due 2018 - Caa1 (LGD 4, 65% from 64%); * $10 million Senior Unsecured Notes due 2021 - Caa1 (LGD 4, 65% from 64%); * $575 million Senior Unsecured Convertible Notes due 2033 - Caa1 (LGD 4, 65% from 64%); * Speculative Grade Liquidity Rating - SGL-1 The last rating action on Eastman Kodak took place on February 19, 2010, when Moody's revised the rating outlook to stable from negative. Headquartered in Rochester, New York, the Eastman Kodak Company is a worldwide provider of imaging products and services with $7.6 billion of revenue for the twelve months ended December 31, 2009. EASTMAN KODAK: S&P Assigns 'B-' Rating on $400 Mil. Notes --------------------------------------------------------- Standard & Poor's Ratings Services assigned its ratings to Eastman Kodak Co.'s $400 million second-lien senior secured notes due 2018. S&P rated the notes 'B-' (at the same level as the 'B-' corporate credit rating on the company) with a recovery rating of '3', indicating its expectation of meaningful (50% to 70%) recovery for noteholders in the event of a payment default. The company plans to use net proceeds to repurchase its existing $300 million second-lien notes due 2017 and about $100 million of its 7.25% notes due 2013. The corporate credit rating on Kodak is 'B-' and the rating outlook is stable. The rating reflects S&P's concern regarding the company's earnings and cash flow prospects, based on: * The continued secular volume decline of Kodak's traditional photographic products and services business, * The unproven long-term profit potential of the company's consumer digital imaging businesses, * Intermediate-term potential for a decline in Kodak's entertainment imaging businesses, * Unpredictability of intellectual property earnings, * Significant discretionary cash flow deficits, * Vulnerability to economic pressures, and * The company's leveraged financial profile. Ratings List Eastman Kodak Co. Corporate Credit Rating B-/Stable/-- New Ratings Eastman Kodak Co. $400M second-lien nts due 2018 B- Recovery Rating 3 ECO2 PLASTICS: Court Approves $600,000 DIP Financing ---------------------------------------------------- On February 12, ECO2 Plastics, Inc., received approval from the U.S. Bankruptcy Court for the Northern District of California to access debtor-in-possession financing up to $600,000. The DIP lenders will receive a senior priority lien up to 75% of the funds advanced on all of the assets of the Company. The DIP Loans accrue interest at a rate of 8% per annum, and are due and payable on May 31, 2010. The lenders are Trident Capital Fund-VI, L.P., Trident Capital Fund-VI, Principals Fund, LLC, and Buff Investment Limited Partnership as lenders. Each of the DIP lenders has previously invested in or loaned money to the Company, and each DIP lender has a representative on the Board of Directors of the Company. An exemplary copy of the Loan and Security Agreements are available at http://researcharchives.com/t/s?54fc The loans will be used to fund the Company's activities during the period it operates under Chapter 11 of the Bankruptcy Code. About ECO2 Plastics Based in Menlo, California, ECO2 Plastics, Inc. -- http://www.eco2plastics.com/-- has developed a process, referred to as the ECO2 Environmental System. The ECO2 Environmental System cleans post-consumer plastics, without the use of water, within a closed-loop system. At September 30, 2009, the Company had $1.7 million in assets and $6.4 million in debts. ECO2 Plastics filed for Chapter 11 on November 24, 2009 (N.D. Calif. Case No. 09-33702). Penn Ayers Butler, Esq., and Tracy Green, Esq., at Wendel, Rosen, Black and Dean LLP, represent the Debtor in its restructuring effort. EPV SOLAR INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: EPV Solar, Inc. fka Energy Photovoltaics, Inc. 8 Marlen Drive Robbinsville, NJ 08691 Bankruptcy Case No.: 10-15173 Chapter 11 Petition Date: February 24, 2010 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Michael B. Kaplan Debtors' Counsel: Kenneth Rosen, Esq. Lowenstein Sandler 65 Livingston Avenue Roseland, NJ 07068 Tel: (973) 597-2500 Email: krosen@lowenstein.com Samuel Jason Teele, Esq. Lowenstein Sandler PC 65 Livingston Avenue Roseland, NJ 07068 Tel: (973) 597-2500 Email: jteele@lowenstein.com Estimated Assets: $50,000,001 to $100,000,000 Estimated Debts: $50,000,001 to $100,000,000 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/njb10-15173.pdf Debtors' List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Guardian Manufacturing $1,233,626 2971 Oxbow Circle, Suite A Cocoa, FL 32926 Heller Ehrman, LLP $1,064,182 Time Square Tower 7 Times Square New York, NY 10036-6524 Grant Thornton LLP $899,347 33570 Treasury Center Chicago, IL 60694-3500 Specialized Tech Resources $799,023 Inc. PO Box 4345 30 Irquois Street Saint Augustine, FL 32085 Advanced Energy $769,520 Attn: Tonya Chandler 1625 Sharp Point Drive Dept. LA 21954 Fort Collins, CO 80525 Kraft Electronics $696,069 Koerberki ut 36 H-112 Budapest Hungary AGC Flat Glass North $643,979 America 11175 Cicero Drive, Suite 400 Alpharetta, GA 30022-1167 Newport Corporation $490,975 Attn: Gary Engstrom, Credit Manager 13976 Collections Center Drive Chicago, IL 60693 Goodwin Procter LLP $373,509 Exchange Place 53 State Street Boston, MA 02109 Edwards Vacuum, Inc. $346,143 88700 Expedite Way Chicago, IL 60695-1700 Sterne, Kessler, Goldstein $200,685 & Fox PLLC Attn: Tom Annick, CFO Universal Machine Co. of $199,400 Pottstown Inc. Jones Day $171,670 Gencoa Ltd. $161,517 Indalex Inc. $149,965 Opterna $143,597 Stephen Gould Corporation $130,778 Reinshaw Inc. $119,316 White & Case LLP $118,324 Precision Valve & $98,337 Automation, Inc. The petition was signed by Tom Werthan, the company's president and chief financial officer. ESCADA AG: US Creditors Panel Wants Clingman as Advisor ------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 case of EUSA Liquidation Inc., formerly known as Escada (USA), Inc., seeks the Court's authority to retain Clingman & Hanger Management Associates, LLC, as its wind-down advisor prior to confirmation of a plan of liquidation in the Debtor's Chapter 11 case. Committee Co-chairperson Basil David Postan avers that Clingman's extensive knowledge and experience with asset recovery, claims reconciliation, and bankruptcy wind-downs will benefit all constituencies in the Debtor's case, both prior to, and as of, confirmation of a plan. Subject to the oversight and supervision of the Creditors' Committee, Clingman, as winddown advisor, is expected to: (a) familiarize itself with the books and records of the Debtor; (b) analyze the Debtor's remaining assets and liabilities; (c) identify the administrative, priority and general unsecured claims against the Debtor; (d) identify miscellaneous assets for realization by the Debtor; (e) assist the Creditors' Committee in the plan and disclosure statement process; and (f) provide its analysis and insight to the Creditors' Committee on the Debtor's wind-down, including the proposed resolution of any claims. The Creditors' Committee anticipates that in connection with the wind-down process, the Debtor will only retain a single employee, Mr. Christian Marques, who will act as both president and treasurer. The Committee thus expects Clingman, as wind-down advisor, to assist Mr. Marques in his efforts to negotiate, reconcile and process claims, and prepare a plan of liquidation and disclosure statement, among other things. The Committee also expects that in connection with a plan of liquidation to be filed and confirmed in the Debtor's Chapter 11 case, Clingman will be appointed as plan administrator, pursuant to which it will be responsible for, among other things: (a) marshaling the Debtor's remaining assets; (b) disposing of the Debtor's remaining assets and collecting any proceeds from it, including investigation into other potential sources of recoveries for creditors; (c) supervising and managing the claims reconciliation process and prosecuting matters as necessary; (d) implementing the terms of the confirmed plan of liquidation; (e) providing for timely distributions to general unsecured creditors; (f) addressing any matters relating to the Debtor's employee benefit or insurance plans, as they may arise; and (g) taking other actions that may be necessary to ensure an efficient and value-maximizing liquidation of the Debtor's assets. Clingman principals W. Edward Clingman, Jr. and Teresa S. Hanger will be paid for their services to be rendered to the Committee pursuant to a fixed monthly fee structure of: * $40,000 per month for the first two months of services; * $30,000 per month for the third and fourth month of services; * $25,000 per month for the fifth and sixth month of services; and * $20,000 per month thereafter. Clingman will also be reimbursed for actual and necessary expenses on account of these bankruptcy support services to be provided through Professional Staffing, LLC, an affiliate of C&H: Support Service Hourly Rate --------------- ----------- Claims analysis $75 Claims management $110 Accounting/financial analysis $125 Database and network support $125 Mr. Clingman assures Judge Bernstein that his firm represents no adverse interest to the Creditors' Committee that would preclude it from acting as a wind-down advisor, or as a plan administrator, upon confirmation of the plan. About Escada AG The ESCADA Group -- http://www.escada.com/-- is an international fashion group for women's apparel and accessories, which is active on the international luxury goods market. It has pursued a course of steady expansion since its founding in 1976 by Margaretha and Wolfgang Ley and today has 182 own shops and 225 franchise shops/corners in more than 60 countries. As of August 10, 2009, the Escada Group operated 176 owned stores and so-called shop in shops, of which 26 owned stores are located in the United States and operated by Escada (USA) Inc. and 2 stores are planned to be opened in the United States before year end. Escada Group products are also sold in 163 stores worldwide which are operated by franchisees. Escada Group had total assets of EUR322.2 million against total liabilities of 338.9 million as of April 30, 2009. Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008). Judge Stuart M. Bernstein handles the case. O'Melveny & Myers LLP has been tapped as bankruptcy counsel. Kurtzman Carson Consultants serves as claims and notice agent. Escada US listed US$50 million to US$100 million in assets and US$100 million to US$500 million in debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Escada USA Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Escada USA, and the insolvency proceedings of ESCADA AG and its units. (http://bankrupt.com/newsstand/or 215/945-7000) ESCADA AG: US Creditors Panel Says PwC No Longer Necessary ---------------------------------------------------------- Escada (USA), Inc., filed with the U.S. Bankruptcy Court an application to employ PricewaterhouseCoopers LLP, as its independent auditor, nunc pro tunc to October 9, 2009. The Official Committee of Unsecured Creditors contends that the audit services to be performed by PricewaterhouseCoopers LLP, as the Debtor's proposed independent auditor, nunc pro tunc to October 9, 2009, are "completely unnecessary for the Debtor, as a non-operating company, provide no cognizable benefit to the estate, and would only serve to saddle the estate with a significant administrative expense" under Section 327 of the Bankruptcy Code. From the perspective of the Creditors' Committee, the beneficiaries of PwC's services are actually the Debtor's parent, Escada AG, and its purchaser, Escada US Subco LLC. The Debtor's creditors should not be burdened with the expense of services whose benefits run not to the estate, but to its parent and purchaser, Melanie L. Cyganowski, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., in New York, asserts, on behalf of the Committee. Furthermore, the Debtor has failed to provide a sufficient basis to justify PwC's retention on a nunc pro tunc basis, Ms. Cyganowski argues. He points out that the Debtor's Application fails to require PwC to provide a sufficiently detailed report of its work, thereby impairing the ability of the Court, the U.S. Trustee, the Creditors' Committee and other parties-in-interest to review the reasonableness of PwC's "fixed fee." The Application also fails to limit amounts paid for additional services requested by the Debtor, Ms. Cyganowski argue. About Escada AG The ESCADA Group -- http://www.escada.com/-- is an international fashion group for women's apparel and accessories, which is active on the international luxury goods market. It has pursued a course of steady expansion since its founding in 1976 by Margaretha and Wolfgang Ley and today has 182 own shops and 225 franchise shops/corners in more than 60 countries. As of August 10, 2009, the Escada Group operated 176 owned stores and so-called shop in shops, of which 26 owned stores are located in the United States and operated by Escada (USA) Inc. and 2 stores are planned to be opened in the United States before year end. Escada Group products are also sold in 163 stores worldwide which are operated by franchisees. Escada Group had total assets of EUR322.2 million against total liabilities of 338.9 million as of April 30, 2009. Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008). Judge Stuart M. Bernstein handles the case. O'Melveny & Myers LLP has been tapped as bankruptcy counsel. Kurtzman Carson Consultants serves as claims and notice agent. Escada US listed US$50 million to US$100 million in assets and US$100 million to US$500 million in debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Escada USA Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Escada USA, and the insolvency proceedings of ESCADA AG and its units. (http://bankrupt.com/newsstand/or 215/945-7000) ESCADA AG: US Trustee Gives Go Signal to Fees of 3 Firms -------------------------------------------------------- Diana G. Adams, the United States Trustee for the Southern District of New York, told Judge Bernstein that she has no objections to the fee applications filed by these professionals in Escada (USA), Inc.'s Chapter 11 case: Applicant Fees Expenses Period --------- ---- -------- ------ O'Melveny & Myers LLP, $661,036 $28,471 8/14/09 as the Debtor's counsel to 11/30/09 Follick & Bessick, PC, $16,593 $338 8/14/09 as the Debtor's special to 11/30/09 customs counsel Otterbourg, Steindler, $270,047 $9,677 9/8/09 Houston & Rosen, P.C., to 11/30/09 as counsel to the Official Committee of Unsecured Creditors On behalf of the U.S. Trustee, trial attorney Elisabetta G. Gasparini, Esq., in New York, discloses that after engaging in discussions, the Applicants have agreed to a continued 10% holdback of fees until the filing of the final fee applications. Accordingly, upon approval of their First Interim Application, only an additional 10% of their fees will be released. The U.S. Trustee says it has no objection to the entry of an order authorizing the reimbursement of 100% of the expenses requested, on an interim basis. According to Ms. Gasparini, O'Melveny has agreed to a reduction of its fees for $2,783 and expenses for of $1,000, and Otterbourg has also agreed to a fee reduction of $1,402 and expenses in the amount of $1,043. The U.S. Trustee reserves her right to object to fees or expenses incurred by the Retained Professionals during the First Interim Period at the final hearing on those applications on any grounds. About Escada AG The ESCADA Group -- http://www.escada.com/-- is an international fashion group for women's apparel and accessories, which is active on the international luxury goods market. It has pursued a course of steady expansion since its founding in 1976 by Margaretha and Wolfgang Ley and today has 182 own shops and 225 franchise shops/corners in more than 60 countries. As of August 10, 2009, the Escada Group operated 176 owned stores and so-called shop in shops, of which 26 owned stores are located in the United States and operated by Escada (USA) Inc. and 2 stores are planned to be opened in the United States before year end. Escada Group products are also sold in 163 stores worldwide which are operated by franchisees. Escada Group had total assets of EUR322.2 million against total liabilities of 338.9 million as of April 30, 2009. Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008). Judge Stuart M. Bernstein handles the case. O'Melveny & Myers LLP has been tapped as bankruptcy counsel. Kurtzman Carson Consultants serves as claims and notice agent. Escada US listed US$50 million to US$100 million in assets and US$100 million to US$500 million in debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Escada USA Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Escada USA, and the insolvency proceedings of ESCADA AG and its units. (http://bankrupt.com/newsstand/or 215/945-7000) FELIX M FHIMA: Section 341(a) Meeting Scheduled for March 29 ------------------------------------------------------------ The U.S. Trustee for Region 16 will convene a meeting of creditors in Felix M Fhima and Patricia H Fhima's Chapter 11 case on March 29, 2010, at 1:15 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. Los Angeles, California-based Felix M. Fhima and Patricia H. Fhima filed for Chapter 11 bankruptcy protection on February 18, 2010 (Bankr. C.D. Calif. Case No. 10-15854). Michael Jay Berger, Esq., who has an office in Beverly Hills, California, assists the Debtors in their restructuring efforts. The Debtors listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. F.F. SOUCY LP: Chapter 15 Case Summary -------------------------------------- Chapter 15 Petitioner: Edward D. Sherrick, senior vice president and chief financial officer Chapter 15 Debtor: F.F. Soucy LP dba F.F. Soucy Limited Partnership dba F.F. Soucy S.E.C. dba F.F. Soucy LP dba F.F. Soucy SEC 191 rue DeLage Riviere-du-Loup Quebec, XX G5R 3Z1 Chapter 15 Case No.: 10-31235 Chapter 15 Petition Date: February 24, 2010 Court: Eastern District of Virginia (Richmond) Judge: Kevin R. Huennekens Chapter 15 Petitioner's Counsel: Jonathan L. Hauser, Esq. Troutman Sanders LLP 222 Central Park Avenue, Suite 2000 P.O. Box 61185 Virginia Beach, VA 23466-1185 Tel: (757) 687-7768 Email: jonathan.hauser@troutmansanders.com Estimated Assets: $100,000,001 to $500,000,000 Estimated Debts: $500,000,001 to $1,000,000,000 FIDDLER'S CREEK: Files for Chapter 11 in Florida ------------------------------------------------ Fiddler's Creek LLC and 27 affiliates filed bare-bones Chapter 11 petitions February 23 in Fort Myers, Florida (Bankr. M.D. Fla. Case No. 10-03846. Fiddler's Creek said that assets and debts range from $100 million to $500 million. Fiddler's Creek is the developer of a master-planned community in Naples, Florida. Upon completion, the project is to have 100 communities situated on almost 4,000 acres. Paul J. Battista, Esq., at Genovese Joblove & Battista PA, represents the Debtors in their Chapter 11 effort. The debtor-affiliates include DY Land Holdings II, LLC, which said that assets range from $50,000,001 to $100,000,000 and debts are up to $50,000,000 and 951 Land Holdings, Ltd., which estimated that assets and debts range from $100,000,000 to $500,000,000. FREMONT GENERAL: New World Wins Approval of Plan Outline -------------------------------------------------------- Equityholder New World Acquisition LLC has won approval of the disclosure statement explaining its proposed reorganization plan for Fremont General Corp. With that, it is expected to begin soliciting votes on, then seek confirmation of, the Plan. The Bankruptcy Court has yet to approve a solicitation schedule for New World though. The New World Plan provides the reorganized Debtor with additional liquidity by way of a $5 million equity investment for 10 million shares of common stock. Under the Plan, general unsecured claims under Class 3A and senior notes under Class 3B are paid in full in cash with postpetition interest at the federal judgment rate. Under the Plan, holders of 9% Trust Originated Preferred Securities ("TOPrS") will have their claims reinstated, or if they elect, receive $95 million of new Notes and 10.6 million shares of common stock. If the TOPrS do not elect to accept the alternative treatment under the New World Plan, New World will purchase an additional 10.6 million shares of common stock. Shares of the Debtor's common stock have been trading from a low of $.27 to a high of $.72 during the period of September through November 2009. New World will also receive warrants to acquire shares of common stock of the reorganized Debtor at an average exercise price of $90 per share. New World asserts that the holders of claims in Class 3 are unimpaired and, thus, are deemed to accept the Plan. The plan sponsor, however, is sending ballots to these claimants, so that they can be counted in the event the Bankruptcy Court makes a determination that any of these subclasses is impaired. Holders of equity interests would also retain their interests. But New World says that they are impaired and are entitled to vote on the Plan. This is because the Equity Interests are subject to dilution for the issuance of additional shares of Common Stock for reserves for the Warrants issued in connection with the purchase of 10 million of shares by New World on the Effective Date, the equity purchase of those 10 million at $5 million, and additional 10.6 million shares issued to the Holders of the TOPrS or to New World, and the shares of Common Stock for payment, if any, of Allowed Section 510(b) Claims. A copy of the New World Plan is available for free at http://bankrupt.com/misc/Fremont_NW_Plan_1223.pdf A copy of the New World Disclosure Statement is available for free at http://bankrupt.com/misc/Fremont_NW_DS_1223.pdf About Fremont General Based in Santa Monica, California, Fremont General Corp. (OTC: FMNTQ) -- http://www.fremontgeneral.com/-- was a financial services holding company with $8.8 billion in total assets at September 30, 2007. Fremont General ceased being a financial services holding company on July 25, 2008, when its wholly owned bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan) completed the sale of its assets, including all of its 22 branches, and 100% of its $5.2 billion of deposits to CapitalSource Bank. Fremont General filed for Chapter 11 protection on June 18, 2008, (Bankr. C.D. Calif. Case No. 08-13421). Robert W. Jones, Esq., and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at Stutman Treister & Glatt, represent the Debtor as counsel. Kurtzman Carson Consultants LLC is the Debtor's noticing agent and claims processor. Lee R. Bogdanoff, Esq., Jonathan S. Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff & Stern LLP, represent the Official Committee of Unsecured Creditors as counsel. Fremont's formal schedules showed $330,036,435 in total assets and $326,560,878 in total debts. GENCORP INC: Retirement Savings Plan Holds 8% of Common Stock ------------------------------------------------------------- GenCorp Retirement Savings Plan disclosed that as of December 31, 2009, it may be deemed to beneficially own 4,703,989 shares or roughly 8.0% of the common stock of GenCorp Inc. The Plan is a voluntary savings plan for eligible employees of GenCorp Inc. and certain of its subsidiaries. Employees who elect to participate in the Plan may select one or more of 20 investment options for the contributions. Prior to April 15, 2009, one such option was a fund investing solely in GenCorp common stock. Effective March 16, 2009, participant-directed exchanges into the GenCorp Stock Fund from other investment funds in the Plan were no longer permitted. Effective April 15, 2009, all future contribution investment elections directed into the GenCorp Stock Fund were redirected to other investment options. Effective January 15, 2009, GenCorp discontinued matching contributions in the Plan for non-union employees. Prior to April 15, 2009, all matching company contributions were initially allocated to the GenCorp Stock Fund. Effective April 15, 2009, all matching contributions to a participant's account, if any, are allocated in accordance with the participant's investment elections for his own contributions. Under the terms of the Plan, Fidelity Management Trust Company is required to primarily invest the principal and income of the GenCorp Stock Fund in GenCorp shares. Participating employees ultimately receive such benefits as result from the performance of the GenCorp Stock Fund upon their election to take a distribution of their allocated shares from the GenCorp Stock Fund. About GenCorp GenCorp Inc. manufactures aerospace and defense systems, with a separate real estate segment. GenCorp's Aerospace and Defense segment includes the operations of Aerojet-General Corporation, which develops and manufactures propulsion systems for defense and space applications, armament systems for precision tactical weapon systems and munitions applications. GenCorp's Real Estate segment includes activities related to the entitlement, sale, and leasing of excess real estate assets. GenCorp owns 12,200 acres of land adjacent to U.S. Highway 50 between Rancho Cordova and Folsom, California, east of Sacramento. GenCorp also owns 580 acres in Chino Hills, California. As of November 30, 2009, the Company had total assets of $935.7 million against total liabilities of $1.224 billion, resulting in stockholders' deficit of $295.1 million. * * * According to the Troubled Company Reporter on Jan. 26, 2010, Standard & Poor's Ratings Services said it raised its ratings on GenCorp Inc. by one notch and removed all ratings from CreditWatch, where S&P had placed them with positive implications on Dec. 15, 2009. The corporate credit rating is now 'B-' and the outlook is stable. The recovery ratings were not on CreditWatch and remain unchanged. The rating actions follow the company's repayment of $125 million of debt that was tendered to it, with proceeds from the $200 million in convertible subordinated debentures it issued in late December 2009. GENCORP INC: Steel Partners Holds 6.9% of Common Stock ------------------------------------------------------ Steel Partners II, L.P., Steel Partners Holdings L.P., Steel Partners LLC, Warren G. Lichtenstein and James R. Henderson disclosed that as of the close of business on February 17, 2010, they owned directly 4,055,737 shares, constituting 6.9%, of the common stock of GenCorp Inc. Steel Holdings is the sole limited partner of Steel Partners II. Partners LLC is the manager of Steel Partners II and Steel Holdings and has been delegated the sole power to vote and dispose of the securities held by Steel Partners II and Steel Holdings. Mr. Lichtenstein is the manager of Partners LLC. Mr. Henderson is a Managing Director and operating partner of Partners LLC. Messrs. Lichtenstein and Henderson are also directors of GenCorp. Mr. Lichtenstein also beneficially owns an additional 4,000 restricted Shares awarded to him in his capacity as a director of GenCorp. Mr. Henderson beneficially owns 7,500 restricted Shares awarded to him in his capacity as a director of GenCorp. Steel Holdings is a global diversified holding company that engages or has interests in a variety of operating businesses through its subsidiary companies. Steel Holdings said it may seek to obtain majority or primary control, board representation or other significant influence over the portfolio companies in which it holds an interest. The principal business of Steel Partners II is holding securities for the account of Steel Holdings. The principal business of Partners LLC is serving as the manager of Steel Partners II and Steel Holdings. The principal occupation of Mr. Lichtenstein is serving as the manager of Partners LLC. The principal occupation of Mr. Henderson is serving as a Managing Director and operating partner of Partners LLC. About GenCorp GenCorp Inc. manufactures aerospace and defense systems, with a separate real estate segment. GenCorp's Aerospace and Defense segment includes the operations of Aerojet-General Corporation, which develops and manufactures propulsion systems for defense and space applications, armament systems for precision tactical weapon systems and munitions applications. GenCorp's Real Estate segment includes activities related to the entitlement, sale, and leasing of excess real estate assets. GenCorp owns 12,200 acres of land adjacent to U.S. Highway 50 between Rancho Cordova and Folsom, California, east of Sacramento. GenCorp also owns 580 acres in Chino Hills, California. As of November 30, 2009, the Company had total assets of $935.7 million against total liabilities of $1.224 billion, resulting in stockholders' deficit of $295.1 million. * * * According to the Troubled Company Reporter on Jan. 26, 2010, Standard & Poor's Ratings Services said it raised its ratings on GenCorp Inc. by one notch and removed all ratings from CreditWatch, where S&P had placed them with positive implications on Dec. 15, 2009. The corporate credit rating is now 'B-' and the outlook is stable. The recovery ratings were not on CreditWatch and remain unchanged. The rating actions follow the company's repayment of $125 million of debt that was tendered to it, with proceeds from the $200 million in convertible subordinated debentures it issued in late December 2009. GENCORP INC: Whitebox Advisors Holds 7.9% of Common Stock ---------------------------------------------------------- Whitebox Advisors, LLC, and its affiliated funds disclosed that as of December 31, 2009, they may be deemed to beneficially own 5,050,286 shares or roughly 7.9% of GenCorp Incorporated common stock. GenCorp Inc. manufactures aerospace and defense systems, with a separate real estate segment. GenCorp's Aerospace and Defense segment includes the operations of Aerojet-General Corporation, which develops and manufactures propulsion systems for defense and space applications, armament systems for precision tactical weapon systems and munitions applications. GenCorp's Real Estate segment includes activities related to the entitlement, sale, and leasing of excess real estate assets. GenCorp owns 12,200 acres of land adjacent to U.S. Highway 50 between Rancho Cordova and Folsom, California, east of Sacramento. GenCorp also owns 580 acres in Chino Hills, California. As of November 30, 2009, the Company had total assets of $935.7 million against total liabilities of $1.224 billion, resulting in stockholders' deficit of $295.1 million. * * * According to the Troubled Company Reporter on Jan. 26, 2010, Standard & Poor's Ratings Services said it raised its ratings on GenCorp Inc. by one notch and removed all ratings from CreditWatch, where S&P had placed them with positive implications on Dec. 15, 2009. The corporate credit rating is now 'B-' and the outlook is stable. The recovery ratings were not on CreditWatch and remain unchanged. The rating actions follow the company's repayment of $125 million of debt that was tendered to it, with proceeds from the $200 million in convertible subordinated debentures it issued in late December 2009. GENERAL GROWTH: Blackstone May Join Simon's $10-Bil. Offer ---------------------------------------------------------- Simon Property Group, Inc., has lined up deep-pocked investors, including Blackstone Group LP and sovereign wealth funds, to join its bid for GGP, The Wall Street Journal reported. According to the Journal, the financial partners could be called up if Simon Property is required to raise its $10 billion bid. Similarly, these partners could also help Simon Property recapitalize after it completes the purchase of GGP, the report stated, citing people familiar with the matter. Blackstone Group, for one, is in talks with Simon Property, confirmed two people whose identity is undisclosed as the nature of the talks is private, Bloomberg News related. New York-based Blackstone has a lot of capital to put to work and large investors feel there may be more opportunity at the entity- level as opposed to competing for individual properties, comments Dan Fasulo, a managing director at Real Capital Analytics Inc., in New York in a Bloomberg interview. Indeed, Blackstone is one of the few investors that can supply billions of dollars if Simon Property needs it, says WSJ. Blackstone managed more than $23 billion in real estate assets as of September 30, 2009 and its real estate funds had more than $12 billion of equity to invest as of June 30, 2009. About General Growth Properties Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: W. Ackman Could Profit $170MM from Simon's Bid -------------------------------------------------------------- William Ackman, owner of Pershing Square Capital Management, L.P., and director at General Growth Properties, Inc., could profit at least $170 million, or 20 times the price of his stake on GGP under Simon Property Group, Inc.'s $10 billion bid for GGP's assets, Bloomberg News reported. Mr. Ackman owns 23,541,369 shares of GGP's common stock as of October 2, 2009. According to filings with the U.S. Securities and Exchange Commission, Mr. Ackman paid $9.3 million for his shares of GGP's common stock. Mr. Ackman's investment was risky because stock investors are typically wiped out in a bankruptcy, Bloomberg noted. In explaining his investment on GGP, Mr. Ackman said in a March 2009 interview with Bloomberg Television that "it's rare for a solvent company to go bankrupt. This is a solvent company with a liquidity problem." When GGP filed for bankruptcy in April 2009, Mr. Ackman told Bloomberg in an interview, that the probability of Simon Property, or the other mall real estate investment trusts buying any of General Growth's properties on the cheap is zero. About General Growth Properties Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: Eden Prairie Malls Emerge from Chapter 11 --------------------------------------------------------- Debtors Eden Prairie Mall, Inc. and Eden Prairie Mall, L.L.C. exited Chapter 11 on February 8, 2010, according to a notice filed with the Court. The Plan Debtors' Joint Plan of Reorganization is deemed effective as of February 8, 2010. Counsel to General Growth, James H.M. Sprayregen, P.C., at Weil, Gotshal & Manges LLP, in New York, told the United States Bankruptcy Court for the Southern District of New York that each of the conditions precedent to consummation of the Plan have been satisfied or waived in accordance with the Plan. After the Effective Date, and without the need for further Court approval, the Plan Debtors may (a) cause any or all of the Plan Debtors to be merged into or contributed to one or more of the Plan Debtors or non-Debtor Affiliates, dissolved or otherwise consolidated or converted, (b) cause the transfer of assets between or among the Plan Debtors or non-Debtor Affiliates or (c) engage in any other transaction in furtherance of the Plan. The Plan provides for 100% recovery to all holders of Claims against, and Interests in, the Plan Debtors. The order confirming the Plan on December 15, 2009, the second order confirming the Plan on December 23, 2009, the third order confirming the Plan on January 20, 2010, and the fourth order confirming the Plan February 16, 2010, and the Plan establish certain deadlines by which holders of Claims must take certain actions. Full-text copies of the Confirmation Orders dated December 15, and 23, 2009, January 20, 2010 and February 16, 2010, are available for free at: * http://bankrupt.com/misc/ggp_Dec15ConfirmationOrder.pdf * http://bankrupt.com/misc/ggp_Dec23ConfOrd.pdf * http://bankrupt.com/misc/ggp_Jan20ConfOrder.pdf * http://bankrupt.com/misc/ggp_Feb16ConfOrder.pdf Plan Hearing for Seven Debtors on March 3 Judge Gropper will convene a hearing on March 3, 2010, with respect to confirmation of the Joint Plan of Reorganization and final approval of the Disclosure Statement as to seven Plan Debtors. The Plan Debtors subject to adjournment are: * GGP-Mall of Louisiana II, L.P. * GGP-Mall of Louisiana, Inc. * GGP-Mall of Louisiana, L.P. * Mall of Louisiana Holding, Inc. * Stonestown Shopping Center, L.P. * Stonestown Shopping Center Holding L.L.C. * Stonestown Shopping Center L.L.C. About General Growth Properties Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: Vanguard Group Has 0% Equity Stake -------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission on February 1, 2010, Vanguard Fiduciary Trust Company, a subsidiary of The Vanguard Group, Inc. filed with the Securities and Exchange Commission a Schedule 13G/A on February 1, 2010, citing that it beneficial owns 0 shares of General Growth Properties, Inc.'s common stock, representing 0.00% of GGP's total outstanding shares. GGP has 313,832,656 shares of common stock as of November 4, 2009. Vanguard Fiduciary directs the voting of these shares. Vanguard Fiduciary is investment manager of collective trust accounts. 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) GLOBAL CROSSING: CEO John Legere to Get $350,681 2009 Bonus ----------------------------------------------------------- Effective February 12, 2010, the Board of Directors of Global Crossing Limited and the Compensation Committee of the Board approved a payout of 31.9% of annual bonus target under the Company's 2009 discretionary incentive compensation bonus program. All of the bonus payable under the 2009 bonus program will be payable in cash. The dollar value of the bonus payouts to executive officers -- other than Global Crossing's former Chief Financial Officer, Jean Mandeville, whose employment with the Company terminated on September 30, 2008 -- named in the Summary Compensation Table of the Company's proxy statement for its 2009 Annual General Meeting of Shareholders are: 2009 Annual Bonus John J. Legere, CEO $350,681.69 David R. Carey, EVP - Marketing $88,068.92 Daniel J. Enright, EVP - Global Operations $82,888.40 John A. Kritzmacher, CFO $102,574.39 John B. McShane, EVP and Gen. Counsel $81,852.29 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. At December 31, 2009, Global Crossing had total assets of $2.488 billion and total liabilities of $2.848 billion, resulting in a $360 million stockholders' deficit. Global Crossing has remained in the red for the sixth consecutive year since emerging from bankruptcy protection in December 2003. For the 2009 fiscal year, it reported a net loss of $141 million. GLOBAL CROSSING: FMR, Fidelity Own 14.952% of Common Stock ---------------------------------------------------------- FMR LLC and Edward C. Johnson 3d disclosed that they may be deemed to own 8,994,244 shares or roughly 14.952% of the common stock of Global Crossing Ltd. Fidelity Management & Research Company, a wholly owned subsidiary of FMR LLC, is the beneficial owner of 8,814,744 or 14.654% of Global Crossing shares as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. The ownership of one investment company, Fidelity Mid-Cap Stock Fund, amounted to 4,500,000 shares or 7.481% of the Common Stock outstanding. 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. At December 31, 2009, Global Crossing had total assets of $2.488 billion and total liabilities of $2.848 billion, resulting in a $360 million stockholders' deficit. Global Crossing has remained in the red for the sixth consecutive year since emerging from bankruptcy protection in December 2003. For the 2009 fiscal year, it reported a net loss of $141 million. GLOBAL CROSSING: Reports Net Loss for 6th Consecutive Year ---------------------------------------------------------- Global Crossing Ltd. on Tuesday filed with the Securities and Exchange Commission its annual report on Form 10-K for the year ended December 31, 2009. Global Crossing has remained in the red for the sixth consecutive year since emerging from bankruptcy protection in December 2003: Year Net Loss ---- -------- 2009 $141 million 2008 $284 million 2007 $312 million 2006 $324 million 2005 $354 million 2004 $336 million Revenues were $2.536 billion for 2009 from $2.599 billion for 2008. At December 31, 2009, the Company had total assets of $2.488 billion and total liabilities of $2.848 billion, resulting in a $360 million stockholders' deficit. One year after emerging from its 2003 bankruptcy, Global Crossing reported stockholders' equity of $51 million at December 31, 2004. The Company swung to a shareholders' deficit of $173 million as at December 31, 2005. At December 31, 2009, Global Crossing's available liquidity consisted of $477 million of unrestricted cash and cash equivalents. In addition, at December 31, 2009, the Company also held $16 million in restricted cash and cash equivalents. Its restricted cash and cash equivalents comprise cash collateral for letters of credit or performance bonds issued in favor of certain of its vendors and deposits securing real estate obligations. Global Crossing said operating cash flows in 2010 will be adversely impacted by $55 million of incremental annual interest expense primarily resulting from the issuance of the 12% Senior Secured Notes due September 15, 2015, and associated refinancing. Global Crossing also said the vast majority of its long-term debt and capital lease obligations mature after 2010. However, Global Crossing has $86 million related to various debt agreements that become due and payable in the next 12 months (including $11 million of bonds issued by Global Crossing Impsat's Colombian subsidiary. With regard to Global Crossing's major debt instruments, (i) the $144 million original principal amount of its 5% Convertible Notes matures in 2011 (subject to earlier conversion into Global Crossing Ltd. common stock at the conversion price of $22.98 per share); (ii) the $439 million original principal amount of the Global Crossing UK Notes matures in 2014, of which Global Crossing anticipates making an offer of $19 million in respect to the 2009 Excess Cash Offer; and (iii) the $750 million original principal amount of the 12% Senior Secured Notes matures in 2015. If cash on hand at the time any of these debt instruments mature is insufficient to satisfy these and other debt repayment obligations, Global Crossing said it would need to access the capital markets to meet liquidity requirements. A full-text copy of the Company's annual report on Form 10-K is available for free at http://ResearchArchives.com/t/s?54ed 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. GMAC INC: Considers IPO to Repay Government Bailout --------------------------------------------------- Dow Jones Newswires' Michael R. Crittenden and Josh Mitchell report that GMAC Financial Services' Chief Executive Michael Carpenter said the Company plans to return to the stock markets with an initial public offering in the next two years. He said an IPO would allow GMAC to begin repaying the U.S. loans, a process that he said could take several years. Dow Jones relates Mr. Carpenter also said he didn't expect GMAC to seek additional government aid. According to Dow Jones, during a congressional hearing Thursday on the government's intervention in the auto industry during the financial crisis, Mr. Carpenter said while the IPO is unlikely to allow for a full repayment, it would pave the way for subsequent offerings. "This would allow us to return to being an investment- grade credit, reducing our capital requirements, and begin the process of paying back the U.S. taxpayer in full," he said. "GMAC is also now able to secure external funding for its ongoing operations, a critical step toward its independence," the Treasury officials, Jim Millstein and Ron Bloom, said in a joint statement before the Congressional Oversight Panel, according to Dow Jones. Mr. Millstein, the Treasury's chief restructuring officer, said he didn't anticipate GMAC needing more government money beyond the U.S. aid it had already received, totaling about $16.3 billion. Dow Jones also reports Mr. Carpenter said GMAC was exploring a number of options for its Residential Capital unit. He said the ResCap business has been successfully walled off from the rest of the organization, and that a strategic plan was in the works. He added that GMAC was in the process of selling some of its mortgage assets. About GMAC Financial Services GMAC -- http://www.gmacfs.com/-- is a bank holding company with 15 million customers worldwide. As a global financial services institution, GMAC's business operations include automotive finance, mortgage operations, insurance and commercial finance. The Company also offers retail banking products through its online bank, Ally Bank. * * * As reported by the Troubled Company Reporter on February 8, 2010, Moody's Investors Service upgraded the senior unsecured rating of GMAC and GMAC-supported subsidiaries to B3 from Ca, with a stable rating outlook. The long-term rating of mortgage finance subsidiary Residential Capital was affirmed at C, with a stable rating outlook. The TCR on January 29, 2010, reported that Standard & Poor's Ratings Services raised its long-term counterparty credit rating on both GMAC and Residential Capital to 'B' from 'CCC'. The 'C' short-term ratings and the 'C' preferred securities ratings are affirmed. S&P also affirmed the recovery ratings on senior secured debt at Residential Capital LLC and raising the senior secured debt ratings. The outlook on both entities is stable. HEALTHSOUTH CORP: BlackRock Holds 8.68% of Common Stock ------------------------------------------------------- BlackRock Inc. said it may be deemed as of December 31, 2009, to beneficially own 8,158,730 shares or roughly 8.68% of HealthSouth Corporation common stock. Birmingham, Alabama, HealthSouth Corporation (NYSE: HLS) -- http://www.healthsouth.com/-- is the nation's largest provider of inpatient rehabilitative healthcare services. Operating in 26 states across the country and in Puerto Rico, HealthSouth serves patients through its network of inpatient rehabilitation hospitals, long-term acute care hospitals, outpatient rehabilitation satellites, and home health agencies. As of December 31, 2009, the Company had total assets of $1.681 billion against total liabilities of $2.191 billion and convertible perpetual preferred stock of $387.4 million. HEALTHSOUTH CORP: T. Rowe Price Holds 9% of Common Stock -------------------------------------------------------- T. Rowe Price Associates, Inc., and T. Rowe Mid-Cap VALUE Fund, Inc., disclosed that as of December 31, 2009, they may be deemed to beneficially own 8,418,407 shares or roughly 9.0% of the common stock of HealthSouth Corporation. Birmingham, Alabama, HealthSouth Corporation (NYSE: HLS) -- http://www.healthsouth.com/-- is the nation's largest provider of inpatient rehabilitative healthcare services. Operating in 26 states across the country and in Puerto Rico, HealthSouth serves patients through its network of inpatient rehabilitation hospitals, long-term acute care hospitals, outpatient rehabilitation satellites, and home health agencies. As of December 31, 2009, the Company had total assets of $1.681 billion against total liabilities of $2.191 billion and convertible perpetual preferred stock of $387.4 million. HEALTHSOUTH CORP: Wellington Management Holds 5.59% of Shares ------------------------------------------------------------- Wellington Management Company, LLP, said that, in its capacity as investment adviser, it may be deemed as of December 31, 2009, to beneficially own 5,214,451 shares or roughly 5.59% of HealthSouth Corporation common stock. The shares are held of record by clients of Wellington Management. Birmingham, Alabama, HealthSouth Corporation (NYSE: HLS) -- http://www.healthsouth.com/-- is the nation's largest provider of inpatient rehabilitative healthcare services. Operating in 26 states across the country and in Puerto Rico, HealthSouth serves patients through its network of inpatient rehabilitation hospitals, long-term acute care hospitals, outpatient rehabilitation satellites, and home health agencies. As of December 31, 2009, the Company had total assets of $1.681 billion against total liabilities of $2.191 billion and convertible perpetual preferred stock of $387.4 million. HEARTLAND PUBLICATIONS: Disclosure Statement Hearing Today ---------------------------------------------------------- Heartland Publications, LLC, and its units will seek approval at a hearing today, February 26, of the adequacy of the information in the disclosure statement explaining its amended Chapter 11 plan of reorganization. The Debtors expect to get approval of the Disclosure Statement after Goldman Sachs withdrew its objections to the Disclosure Statement, and no other objections to the Disclosure Statement or Solicitation Procedures have been filed. The Debtors will begin soliciting votes on the Plan following approval of the Disclosure Statement. The Debtors have already obtained support of the Plan from a requisite number of first-lien lenders, led by GE Capital as agent, support Heartland Publications. The Plan, as amended, proposes to give new $70 million term loans and 90% of the new equity to holders of $113.7 million in prepetition first-lien debt. If the prepetition second lien lenders owed $44.9 million vote for the Plan, they will receive a class of equity interests representing 15% of equity value in excess of the difference between $20 million and payments under a management incentive plan. Unsecured creditors are to be paid in full if second-lien creditors vote for the Plan. If second lien claimants in Class 4 votes to reject the Plan and the Bankruptcy Court determines in response to an objection filed by the holder of a second lien claim, then holders of allowed general unsecured claims will receive no property or distribution under the Plan. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/Heartland_AmendedDS.pdf A full-text copy of the Plan is available for free at: http://bankrupt.com/misc/Heartland_AmendedPlan.pdf About Heartland Publications Headquartered in Clinton, Connecticut, Heartland Publications, LLC -- http://www.heartlandpublications.com/-- operates 50 paid- circulation newspapers and numerous free or controlled distribution products in Georgia, Kentucky, North and South Carolina, Ohio, Oklahoma, Tennessee, Virginia and West Virginia. The Company reaches more than 250,000 print subscribers each month and many others via interactive Web sites. The Company operates 50 paid-circulation newspapers and numerous free or controlled distribution products in nine states. Heartland Publications, LLC -- aka Macon County Times, et al. -- filed for Chapter 11 bankruptcy protection on December 21, 2009 (Bankr. D. Del. Case No. 09-14459). Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, assist the Company in its restructuring effort. Duff & Phelps, Securities LLC is the Debtor's financial advisor. Epiq Bankruptcy Solutions is the Debtor's claims and notice agent. As of October 31, 2009, the Debtor has $134.3 million in assets and $166.2 million in liabilities. HSH DELAWARE: Lenders Want Trustee to Replace Management -------------------------------------------------------- Prepetition lenders of HSH Delaware GP LLC, et al., ask the U.S. Bankruptcy Court for the District of Delaware to: -- direct the appointment of a trustee to be in possession, and to manage the affairs and operations, of the estates of the Debtors; or -- in the alternative, terminate the Debtors' exclusive rights to allow lenders to file and solicit acceptances of a Chapter 11 Plan. The lenders consist of The Royal Bank of Scotland N.V. fka ABN AMRO Bank N.V., Commerzbank AG, Filiale Luxembourg, The Royal Bank of Scotland plc, Landsbanki Islands hf. Amsterdam branch, Lloyds TSB Bank plc, and Credit Agricole Corporate and Investment Bank fka Calyon. The lenders relate that the ongoing disputes between the lenders and the Debtors' management reached a level of acrimony and distrust that there is a little likelihood of the parties reaching a consensual resolution in the Chapter 11 cases. The lenders propose a hearing on the appointment of a Chapter 11 trustee on March 15, 2010, at 10:30 a.m. (ET.) Objections, if any, are due on March 8, 2010, at 4:00 p.m. (ET.) About HSH Delaware HSH Delaware GP LLC is based in Wilmington, Delaware. Nine HSH partnerships were created in 2006 to buy a 26% stake in HSH Nordbank AG, the world's largest shipping financier, from WestLB AG for about EUR1.25 billion ($1.76 billion). The partnerships received unsecured term and revolving loans of EUR375 million from ABN AMRO bank to fund the purchase of HSH Nordbank shares. As reported by the Troubled Company Reporter on September 9, 2009, creditors with claims aggregating $27.8 million filed a petition to send affiliate HSH Delaware LP to Chapter 7 liquidation (Bankr. D. Del. Case No. 09-13145). Commerzbank AG, Lloyds TSB Bank Plc, ABN Amro Bank NV, Calyon, Royal Bank of Scotland Plc and Landsbanki Islands HF filed the involuntary Chapter 7 petition. HSH Delaware filed for Chapter 11 bankruptcy protection on January 21, 2010 (Bankr. D. Delaware Case No. 10-10187). The Company listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. HSH Delaware's affiliates -- HSH Delaware L.P.; HSH Luxembourg S.a.r.l.; HSH Luxembourg Coinvest S.a.r.l.; HSH Delaware GP LLC; HSH Alberta I L.P.; HSH Alberta II L.P.; HSH Alberta V L.P.; HSH Coinvest (Alberta) L.P.; JCF HSH (DE) GP LP; HSH Delaware L.P.; HSH Luxembourg S.a.r.l.; and HSH Luxembourg Coinvest S.a.r.l. -- also filed separate Chapter 11 petitions. John Henry Knight, Esq.; Lee E. Kaufman, Esq.; Mark D. Collins, Esq.; and Robert J. Stearn Jr., Esq., assist the Debtors in their restructuring effort. The Debtors' Canadian Counsel is McCarthy Tetrault LLP. The Debtors' Chief Restructuring Officer is H Ronald Weissman. HUNTER DEFENSE: S&P Affirms 'B+' Corporate Credit Rating -------------------------------------------------------- Standard & Poor's Ratings Services affirmed its ratings on Hunter Defense Technologies Inc., including the 'B+' corporate credit rating. At the same time, S&P assigned a 'BB' issue-level rating and '1' recovery rating (indicating 90%-100% recovery in a default scenario) to the company's $35 million first-lien term loan add- on. "On Feb. 16, 2010, Hunter Defense acquired privately held Nordic Air Inc. (not rated) for a total of about $95 million, including expenses," said Standard & Poor's credit analyst Christopher DeNicolo. Nordic Air manufactures air conditioners and ventilation units for military and industrial applications and complements Hunter Defense's similar military products, although with some overlap, and broadens its customer base with the U.S. Marines and Air Force. "The company financed the acquisition with the proceeds from a $35 million term loan that it added to its existing credit facility, $34 million of new common equity from Hunter Defense's equity sponsor and management, $16 million of cash on hand, and $10 million of Hunter Defense stock," he continued. The outlook is stable. Good demand for the company's products over the next one to two years should result in modest growth in revenues, earnings, and cash flows, enabling Hunter Defense to maintain credit protection measures appropriate for current ratings. S&P could lower the ratings if a delay in military funding constrains liquidity or shifting priorities in defense spending materially reduce demand for the company's products and cause debt to EBITDA to increase above 5.5x and funds from operations to total debt to decline below 5%, or result in tighter covenant compliance. S&P could raise the ratings if higher-than- expected debt reduction results in debt to EBITDA below 3.5x and management commits to maintaining leverage at or below this level. INFOLOGIX INC: Registers 3,364,738 Shares for Resale ---------------------------------------------------- InfoLogix, Inc., earlier this month filed with the Securities and Exchange Commission a registration statement and accompanying prospectus to register 3,364,738 shares of common stock that may be sold from time to time by Hercules Technology, Inc., as selling stockholder, for its own account, including up to an aggregate of 672,948 shares of InfoLogix common stock issuable upon the exercise of a warrant. On November 20, 2009, InfoLogix and its subsidiaries completed a restructuring transaction with Hercules Technology Growth Capital, Inc., and Hercules Technology I, LLC, a wholly owned subsidiary of Hercules, pursuant to which $5 million of the Borrowers' outstanding debt was converted into shares of InfoLogix common stock and a warrant to purchase shares of InfoLogix common stock, and the remaining outstanding debt with Hercules was otherwise restructured. The Hercules Restructuring also provided InfoLogix with up to $5 million in additional availability under a revolving credit facility with Hercules. In connection with the Hercules Restructuring, on November 20, 2009, InfoLogix entered into a Debt Conversion Agreement with HTI, pursuant to which HTI exchanged $5 million in existing indebtedness for (i) 2,691,790 shares of InfoLogix common stock, and (ii) a warrant to purchase 672,948 shares of InfoLogix common stock at an exercise price of $1.8575 per share. The Warrant has a five-year term, is currently exercisable, and allows for cashless exercise at the option of HTI. InfoLogix will not receive any of the proceeds from the sale of the shares of common stock by the selling stockholder. However, InfoLogix will receive the proceeds from the exercise of the warrant by the selling stockholder, if any, to the extent the warrant is not exercised on a cashless basis. InfoLogix common stock is listed on The NASDAQ Capital Market under the symbol "IFLG." Hercules may sell all or a portion of the shares of common stock it beneficially owns and offered from time to time directly or through one or more underwriters, broker-dealers or agents. The sales may be conducted in the open market or in privately negotiated transactions and at prevailing market prices, fixed prices or negotiated prices. The selling stockholder will bear all discounts, concessions, commissions and similar expenses, if any, attributable to the sale of shares. InfoLogix will bear the other costs, expenses, and fees in connection with the registration of the shares. On January 5, 2010, InfoLogix effected a 1-for-25 reverse stock split of its issued and outstanding shares of Common Stock, par value $0.00001 per share. Mr. Musser's disclosure reflects the post-split number of shares of common stock. A full-text copy of the registration statement is available at no charge at http://ResearchArchives.com/t/s?5548 About InfoLogix Inc. Based Hatboro, Pennsylvania, InfoLogix Inc. (NASDAQ: IFLG) -- http://www.infologix.com/-- provides enterprise mobility solutions for the healthcare and commercial industries. InfoLogix uses the industry's most advanced technologies to increase the efficiency, accuracy, and transparency of complex business and clinical processes. With 19 issued patents, InfoLogix provides mobile managed solutions, on-demand software applications, mobile infrastructure products, and strategic consulting services to over 2,000 clients in North America including Kraft Foods, Merck and Company, General Electric, Kaiser Permanente, MultiCare Health System and Stanford School of Medicine. At September 30, 2009, the Company had total assets of $42,332,000 against total liabilities of $45,512,000, resulting in stockholders' deficiency of $3,180,000. Going Concern The Company has said, "Our condensed consolidated financial statements for the three and nine months ended September 30, 2009, have been prepared on a going concern basis, which contemplates continuing operations, securing additional debt or equity financing, selling certain assets, and realizing assets and liabilities in the ordinary course of business. However, we have incurred significant net losses from 2006 through 2009, including net losses of $11,513 for the nine months ended September 30, 2009 and have accumulated a stockholders' deficiency of $3,180. We have substantial liquidity requirements including monthly interest on our outstanding debt and those related to the repayment of our revolving line of credit that comes due on May 1, 2011, as well as to earn out payments for past acquisitions. Though we are taking measures to improve our liquidity, we do not currently expect to generate sufficient cash flow from operations to fund those obligations." INFOLOGIX INC: Secures $3MM Financing in Revised Hercules Loan -------------------------------------------------------------- InfoLogix, Inc., and its subsidiaries on February 19, 2010, entered into Amendment No. 1 to the Amended and Restated Loan and Security Agreement dated November 20, 2009, with Hercules Technology Growth Capital, Inc. Under the Amendment, InfoLogix, Inc., and its subsidiaries, as borrowers, may request up to $3 million for use in purchasing equipment. The Borrowers may borrow, in minimum increments of $250,000, under the Equipment Loan subject to valid, verified purchase orders acceptable to Hercules from suppliers approved by Hercules in its sole discretion. In connection with any advances, the Borrowers will be charged a fee of 3% of the purchase price identified in the relevant purchase orders. All customer receipts related to sales of products financed under the Equipment Loan will be placed in a lockbox account under the exclusive control of Hercules. Hercules will apply customer receipts as follows: -- 103% of the purchase price identified in the relevant purchase orders relating to each item for which payment has been received first, to the Fee, second, to the outstanding principal on the Equipment Loan, and third, to all other obligations on or relating to the Equipment Loan; -- After such application, any excess amounts in the lockbox will be returned to the Borrowers provided that no event of default exists or could reasonably be expected to exist (with the passage of time or the giving of notice or both). If an event of default exists or could reasonably be expected to exist, Hercules may apply the excess amount in the lockbox to the Equipment Loan or any other obligations under the Loan Agreement. The Borrowers granted Hercules the right to factor any customer receivables related to sales of products financed under the Equipment Loan. In the event Hercules chooses to factor any of the receivables, any factoring costs will be deducted from amounts that the Borrowers would ultimately receive from the lockbox collections. The Equipment Loan bears interest at a rate of 1.5% per month. Failure to maintain specified financial covenants under the Loan Agreement, as well as certain other events, are events of default under the Amendment. The commitment terminates on April 30, 2010. All amounts outstanding on the Equipment Loan mature upon the earlier of collection of all related customer receivables or December 31, 2010. A full-text copy of Amendment No. 1, dated as of February 19, 2010, to the Amended and Restated Loan and Security Agreement, dated as of November 20, 2009, by and among InfoLogix, Inc., InfoLogix Systems Corporation, Embedded Technologies, LLC, Opt Acquisition, LLC, and InfoLogix - DDMS, Inc., as Borrowers, and Hercules Technology Growth Capital, Inc., as Lender, is available at no charge at http://ResearchArchives.com/t/s?5547 About InfoLogix Inc. Based Hatboro, Pennsylvania, InfoLogix Inc. (NASDAQ: IFLG) -- http://www.infologix.com/-- provides enterprise mobility solutions for the healthcare and commercial industries. InfoLogix uses the industry's most advanced technologies to increase the efficiency, accuracy, and transparency of complex business and clinical processes. With 19 issued patents, InfoLogix provides mobile managed solutions, on-demand software applications, mobile infrastructure products, and strategic consulting services to over 2,000 clients in North America including Kraft Foods, Merck and Company, General Electric, Kaiser Permanente, MultiCare Health System and Stanford School of Medicine. At September 30, 2009, the Company had total assets of $42,332,000 against total liabilities of $45,512,000, resulting in stockholders' deficiency of $3,180,000. Going Concern The Company has said, "Our condensed consolidated financial statements for the three and nine months ended September 30, 2009, have been prepared on a going concern basis, which contemplates continuing operations, securing additional debt or equity financing, selling certain assets, and realizing assets and liabilities in the ordinary course of business. However, we have incurred significant net losses from 2006 through 2009, including net losses of $11,513 for the nine months ended September 30, 2009 and have accumulated a stockholders' deficiency of $3,180. We have substantial liquidity requirements including monthly interest on our outstanding debt and those related to the repayment of our revolving line of credit that comes due on May 1, 2011, as well as to earn out payments for past acquisitions. Though we are taking measures to improve our liquidity, we do not currently expect to generate sufficient cash flow from operations to fund those obligations." INFOLOGIX INC: Wayne Hoch Steps Down as Director ------------------------------------------------ Wayne D. Hoch resigned as a director of InfoLogix, Inc. on February 17, 2010. His resignation was not due to any disagreement with the Company. As of the date of his resignation, Mr. Hoch was the Chairman and the "audit committee financial expert" -- as such term is defined in Item 407(d)(5)(ii) of Regulation S-K as adopted by the Securities and Exchange Commission -- of the Audit Committee of the Board of Directors, as well as a member of the Compensation Committee and the Nominating and Governance Committee of the Board of Directors. About InfoLogix Inc. Based Hatboro, Pennsylvania, InfoLogix Inc. (NASDAQ: IFLG) -- http://www.infologix.com/-- provides enterprise mobility solutions for the healthcare and commercial industries. InfoLogix uses the industry's most advanced technologies to increase the efficiency, accuracy, and transparency of complex business and clinical processes. With 19 issued patents, InfoLogix provides mobile managed solutions, on-demand software applications, mobile infrastructure products, and strategic consulting services to over 2,000 clients in North America including Kraft Foods, Merck and Company, General Electric, Kaiser Permanente, MultiCare Health System and Stanford School of Medicine. At September 30, 2009, the Company had total assets of $42,332,000 against total liabilities of $45,512,000, resulting in stockholders' deficiency of $3,180,000. Going Concern The Company has said, "Our condensed consolidated financial statements for the three and nine months ended September 30, 2009, have been prepared on a going concern basis, which contemplates continuing operations, securing additional debt or equity financing, selling certain assets, and realizing assets and liabilities in the ordinary course of business. However, we have incurred significant net losses from 2006 through 2009, including net losses of $11,513 for the nine months ended September 30, 2009 and have accumulated a stockholders' deficiency of $3,180. We have substantial liquidity requirements including monthly interest on our outstanding debt and those related to the repayment of our revolving line of credit that comes due on May 1, 2011, as well as to earn out payments for past acquisitions. Though we are taking measures to improve our liquidity, we do not currently expect to generate sufficient cash flow from operations to fund those obligations." INTERNATIONAL LEASE: Moody's Puts 'Ba2' Rating on $750 Mil. Notes ----------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to International Lease Finance Corporation's privately offered $750 million five- year secured term loan. ILFC's other ratings, including its B1 senior unsecured rating, are not affected by the new transaction. The outlook for ILFC's ratings is negative. The new term loan is secured by a first priority perfected lien, or the equivalent, on specific ILFC aircraft and associated equipment and leases. ILFC will use the proceeds of the loan to repay principal and interest of currently outstanding indebtedness, fees and expenses associated with the new financing, and for general corporate purposes. The Ba2 rating assigned to the term loan is two notches above ILFC's B1 corporate family rating, based upon loan terms that meaningfully lower secured creditors' risk of loss compared to holders of ILFC's unsecured obligations. A supporting factor in the two-notch uplift is the initial collateral coverage provided by the asset pool, based upon appraised values and ILFC's net investment. To maintain the collateral cushion, ILFC will be required to quarterly certify its compliance with a 63% maximum loan-to-value covenant. ILFC will be able to cure LTV covenant deficiencies, should any arise, through loan repayments and collateral substitution. For purposes of covenant certification, the aircraft comprising the collateral pool will be re-appraised semi-annually. To ensure acceptable pool diversity, the collateral will be subject to concentration limits relating to aircraft type (wide- or narrow-body), model, lessee, and country of operation. Furthermore, the aircraft pool is subject to an average age restriction. Moody's anticipates that ILFC will have adequate alternate unencumbered aircraft available for substitution to maintain the required collateral pool characteristics and LTV restrictions during the loan term. The Ba2 rating also anticipates a transition in ILFC's funding profile toward greater use of secured debt in its capital structure. To generate cash to repay its significant upcoming unsecured debt maturities, ILFC will likely seek to issue additional secured debt and sell certain assets, as it is currently unable to economically access its traditional unsecured funding sources. The notching uplift incorporated into the Ba2 rating is consistent with Moody's current estimate of ILFC's future capital structure, taking into consideration the anticipated shifts in its funding profile. In its last ILFC rating action dated December 18, 2009, Moody's downgraded ILFC's senior unsecured rating to B1 from Baa3 and its short-term rating to Not Prime from Prime-3, with a negative outlook. International Lease Finance Corporation, headquartered in Los Angeles, California, is a major owner-lessor of commercial aircraft. INTERNATIONAL COAL: S&P Puts 'B-' Rating on Positive Watch ---------------------------------------------------------- Standard & Poor's Ratings Services said that it placed its ratings on International Coal Group LLC, including its 'B-' corporate credit rating, on CreditWatch with positive implications. At the same time, S&P withdrew its rating on the company's $100 million revolving credit facility due June 2011 as a result of the recent refinancing of this facility. "The CreditWatch placement reflects the recent refinancing of the company's revolving credit facility with a new asset-based revolving credit facility and S&P's expectation that the company will maintain credit measures at a level S&P would consider good for the rating," said Standard & Poor's credit analyst Sherwin Brandford. "Despite ICG's performance in 2010 likely being weaker than 2009 as a result of lower coal volumes, S&P expects debt to EBITDA to remain below 3.5x and slightly positive free cash flow." Previously, the company was operating under an amended revolving credit facility that matured in 2011 and contained financial maintenance covenants that were scheduled to readjust during 2010. The new facility contains limited maintenance covenants and matures in 2014, which S&P believes will provide adequate near term liquidity given S&P's expectation for financial performance. The CreditWatch listing means that S&P could affirm or raise the ratings following the completion of its review, which will focus on its assessment of the company's near term operating prospects, overall financial profile, and liquidity position. JAPAN AIRLINES: Plans 5% Pay Cuts, No Bonuses in FY2010 ------------------------------------------------------- Japan Airlines Corp. has presented to eight labor unions plans to reduce employee pay by 5% and eliminate bonuses in the fiscal year which begins in April 2010, the MarketWatch reported citing the Japanese business daily Nikkei. The airline will consider adopting similar pay cuts for workers at other group firms, corresponding with their respective wage structures, the MarketWatch says. According to Reuters, the wage cuts are to be implemented from April with the airline targeting a reduction of annual personnel costs by 30 billion yen ($332.8 million). All employees at Japan Airlines International Co, the group's core flight operations firm that handles domestic and overseas flights, would be subject to the revised pay structure, Reuters adds. Reuters also quoted Nikkei reporting that the airline would also consider adopting similar pay cuts for workers at other group firms, corresponding with their respective wage structures. Reuters further cited Nikkei as saying that JAL, Asia's largest airline by revenue, was also looking to freeze regularly scheduled pay increases and promotions under its proposed plan. About Japan Airlines Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan-based company mainly engaged in the provision of air transport services. The Company is active in five business segments through its 203 subsidiaries and 83 associated companies. JAL International Co. Ltd. is a wholly owned operating subsidiary of Japan Airlines Corporation. * * * Japan Airlines Corporation, Japan Airlines International Co., Ltd. and JAL Capital Co., Ltd., on January 19, 2010, filed the petitions to commenced corporate reorganization proceedings with the Tokyo District Court. The Court appointed the Enterprise Turnaround Initiative Corporation of Japan and Eiji Katayama, Esq., as reorganization trustees. Japan Airlines Corp. filed for reorganization January 19 in the Tokyo District Court and filed a Chapter 15 petition in New York (Bankr. S.D.N.Y. Case No. 10-10198). The Company said debt is $28 billion. Bankruptcy Creditors' Service, Inc., publishes Japan Airlines Bankruptcy News. The newsletter tracks the Chapter 15 proceedings and the bankruptcy proceedings in Tokyo undertaken by Japan Airlines Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) JAPAN AIRLINES: Reports Traffic Data for December ------------------------------------------------- Japan Airlines announced on February 12, 2010, their monthly traffic data for the month of December 2009. The Monthly Traffic Data consist of a (1.1) JAL Group International Passenger Traffic Data - FY2009, (1.2) Month International Passenger Route Traffic Data - December 2009, (2) JAL Group Total Domestic Passenger Traffic - FY2009, (3) JAL Group Cargo Traffic Data - FY2009, and (4) Monthly JAL Group Flight Operation Data - December 2009. A spreadsheet file of the December Monthly Traffic Data is available for free at: http://bankrupt.com/misc/JAL_DEC09TrafficData About Japan Airlines Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan-based company mainly engaged in the provision of air transport services. The Company is active in five business segments through its 203 subsidiaries and 83 associated companies. JAL International Co. Ltd. is a wholly owned operating subsidiary of Japan Airlines Corporation. * * * Japan Airlines Corporation, Japan Airlines International Co., Ltd. and JAL Capital Co., Ltd., on January 19, 2010, filed the petitions to commenced corporate reorganization proceedings with the Tokyo District Court. The Court appointed the Enterprise Turnaround Initiative Corporation of Japan and Eiji Katayama, Esq., as reorganization trustees. Japan Airlines Corp. filed for reorganization January 19 in the Tokyo District Court and filed a Chapter 15 petition in New York (Bankr. S.D.N.Y. Case No. 10-10198). The Company said debt is $28 billion. Bankruptcy Creditors' Service, Inc., publishes Japan Airlines Bankruptcy News. The newsletter tracks the Chapter 15 proceedings and the bankruptcy proceedings in Tokyo undertaken by Japan Airlines Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) JENNIFER CONVERTIBLES: To be Delisted From Amex ----------------------------------------------- Jennifer Convertibles, Inc., has received a notice from the NYSE Amex, LLC informing the Company that the Exchange intends to file a delisting application with the Securities and Exchange Commission. As previously disclosed in a press release and a Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on January 12, 2010, the Exchange had advised the Company that it was not in compliance with the continued listing requirements, since its stockholders' equity was below $2,000,000 and it had reported losses from continuing operations and net losses in two of its three most recent fiscal years. The Company was offered an opportunity to submit a plan of compliance by February 12, 2010, addressing how it intended to regain compliance, but it elected not to submit a plan. The Company understands that its stock will cease trading on the Exchange effective March 8, 2010. It is taking steps to have the stock listed for trading on the Over-The-Counter Bulletin Board effective as of the opening of business on March 8, 2010. In the event that the stock is not listed on the Over-The-Counter Bulletin Board by March 8, 2010, the stock will trade on the Pink Sheets until it is listed. About Jennifer Convertibles Jennifer Convertibles is the owner and licensor of the largest group of sofabed specialty retail stores in the United States, with 144 Jennifer Convertibles(R) stores and is the largest specialty retailer of leather furniture with 13 Jennifer Leather stores. Following a transaction with the former affiliated private company, as of February 25, 2010, the Company owns 157 stores and operates five licensed Ashley Furniture HomeStores. LANDAMERICA FIN'L: Waterstone Owns 9.92% of Stock ------------------------------------------------- In separate regulatory filings with the Securities and Exchange Commission dated February 12, 2010, these entities disclose the number of shares of LandAmerica Financial Group, Inc.'s common stock they may be deemed to beneficially own: LFG Stock Equity Beneficially Stake Entity Owned in LFG ------ ------------ ------ Waterstone Asset Management LLC 1,704,705 9.92% Waterstone Market Neutral Master Fund, Ltd. Waterstone Capital Offshore Advisors, LP Dimensional Fund Advisors LP 300 0% Waterstone Asset Management LLC may be deemed to be the beneficial owner of the securities by virtue of its role as the general partner of the investment manager of the investment fund which owns the securities. Waterstone Capital Offshore Advisors LP may be deemed to be the beneficial owner of the securities by virtue of its role as the investment manager of the investment fund which owns the securities. Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate account. In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser or manager, neither Dimensional Fund Advisors LP nor its subsidiaries possess voting or investment power over the securities of LFG that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of LFG held by the Funds. About LandAmerica Financial LandAmerica Financial Group, Inc., provides real estate transaction services with offices nationwide and a vast network of active agents. LandAmerica and its affiliates operate through approximately 700 offices and a network of more than 10,000 active agents throughout the world, including Mexico, Canada, the Caribbean, Latin America, Europe, and Asia. LandAmerica Financial Group and its affiliate LandAmerica 1031 Exchange Services, Inc. filed for Chapter 11 protection Nov. 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994). Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co- counsel. Zolfo Cooper is the restructuring advisor. Epiq Bankruptcy Solutions serves as claims and notice agent. Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner & Beran, PLC, serve as counsel to the Creditors Committee of 1031 Exchange. Bingham McCutchen LLP and LeClair Ryan serve as counsel to the Creditors Committee of LFG. In its bankruptcy petition, LFG listed total assets of $3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30, 2008. On March 6, 2009, affiliate LandAmerica Assessment Corporation, aka National Assessment Corporation, filed its own petition for Chapter 11 relief. Affiliate LandAmerica Title Company filed for for Chapter 11 relief on March 27, 2009. LandAmerica Credit Services, Inc., filed for Chapter 11 in July 2009. Bankruptcy Creditors' Service, Inc., publishes LandAmerica Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by LandAmerica Financial and its affiliate LandAmerica 1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or 215/945-7000) LAUTH INVESTMENT: Borrowers Plan Assures 100% Payment ----------------------------------------------------- Moores Chapel Partners, LLC, and related entities that include Brier Creek Medical Associates Two, LLC, have filed a proposed plan of reorganization and explanatory disclosure statement. Moores, et al., are affiliates of Lauth Investment Properties LLC, that have secured debt to Wells Fargo Bank, National Association and Wachovia Bank, National Association. The Plan is a product of successful negotiations between the Subject-Borrowers and the secured creditors over $87 million in secured obligations. Under the Plan, unsecured creditors and interest holders of the Subject-Borrowers would have 100% recovery. The holders of secured claims are the only impaired class under the Plan and, thus, the only class entitled to vote to accept or reject the Plan, although the Plan seeks to repay in full, over time, the Lenders' Allowed Secured Claims in those amounts shown in the Loan Modification Term Sheet. All other classes are unimpaired and are therefore conclusively presumed to accept the Plan. Cash distributions under the Plan will be funded from operations and the DIP Facility. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/LauthInvestment_DS.pdf The Subject-Borrowers also ask the Court to approve the schedule in connection with the solicitation of votes on, and the confirmation of, the Plan: Voting Deadline March 22, 2010 at 5:00 p.m. (prevailing Eastern Time) Objection Deadline March 22, 2010 at 5:00 p.m. (EST) Confirmation Hearing March 26, 2010 at [____] p.m. (EST) About Lauth Investment Properties, LLC, Indianapolis, Indiana-based Lauth Investment Properties, LLC, and its two affiliates filed for Chapter 11 bankruptcy protection on May 1, 2009 (Bankr. S.D. Ind. Case No. 09-06065). Jeffrey J. Graham, Esq., at Taft Stettinius & Hollister LLP and Jerald I. Ancel, Esq., at Taft Stettinius & Hollister LLP assist the Debtors in their restructuring efforts. Lauth Investments listed $1,000,001 to $10,000,000 in assets and $1,000,001 to $10,000,000 in debts. Carmel-based Lauth Property Group is one of the nation's top developers. Lauth Investment Properties, LIP Development, and LIP Investment are three holding companies affiliated with Lauth Property. LEAP WIRELESS: Morgan Stanley Reports 0.4% Equity Stake ------------------------------------------------------- Morgan Stanley disclosed that as of December 31, 2009, it may be deemed to beneficially own 340,940 shares or roughly 0.4% of Leap Wireless International, Inc. common stock. Headquartered in San Diego, California, Leap Wireless International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/ -- and its joint ventures provide wireless services in 34 states and the District of Columbia and hold licenses in 35 of the top 50 U.S. markets. Through its affordable, flat-rate service plans, Cricket offers customers a choice of unlimited voice, text, high- speed data and mobile Web services. Leap spun out from Qualcomm Inc. in 1998 and expanded primarily into rural markets. It has customers in 34 states and annual sales around $2.3 billion, making it the seventh-largest wireless carrier in the U.S., according to The Wall Street Journal. As of September 30, 2009, Leap had $5.36 billion in total assets, including $222.9 million in cash and cash equivalents, against total liabilities of $3.55 billion and redeemable noncontrolling interests of $75.7 million, resulting in $1.74 billion in stockholders' equity. * * * According to the Troubled Company Reporter on April 29, 2009, Standard & Poor's Ratings Services revised its outlook on Leap Wireless International Inc. to positive from stable. At the same time, S&P affirmed its ratings on the San Diego-based wireless carrier, including the "B-" long-term corporate credit rating and "B+" secured bank loan rating on subsidiary Cricket Communications Inc. LEAP WIRELESS: T. Rowe Price Reports 10.5% Stake ------------------------------------------------ T. Rowe Price Associates, Inc., disclosed that as of December 31, 2009, it may be deemed to beneficially own 8,173,687 shares or roughly 10.5% of Leap Wireless International, Inc. common stock. Headquartered in San Diego, California, Leap Wireless International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/ -- and its joint ventures provide wireless services in 34 states and the District of Columbia and hold licenses in 35 of the top 50 U.S. markets. Through its affordable, flat-rate service plans, Cricket offers customers a choice of unlimited voice, text, high- speed data and mobile Web services. Leap spun out from Qualcomm Inc. in 1998 and expanded primarily into rural markets. It has customers in 34 states and annual sales around $2.3 billion, making it the seventh-largest wireless carrier in the U.S., according to The Wall Street Journal. As of September 30, 2009, Leap had $5.36 billion in total assets, including $222.9 million in cash and cash equivalents, against total liabilities of $3.55 billion and redeemable noncontrolling interests of $75.7 million, resulting in $1.74 billion in stockholders' equity. * * * According to the Troubled Company Reporter on April 29, 2009, Standard & Poor's Ratings Services revised its outlook on Leap Wireless International Inc. to positive from stable. At the same time, S&P affirmed its ratings on the San Diego-based wireless carrier, including the "B-" long-term corporate credit rating and "B+" secured bank loan rating on subsidiary Cricket Communications Inc. LEHMAN BROTHERS: Bankruptcy Still Haunting Municipalities --------------------------------------------------------- Dozens of cities and counties around the country, from Sarasota, Fla., to Boulder, Colo., lost a total of $1.7 billion when Lehman filed for bankruptcy because they held Lehman bonds or other Securities, according to ABI. 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: Noah Education to Repurchase Firm's ADSs --------------------------------------------------------- Noah Education has completed a block trade to repurchase its ADSs from Lehman Brothers Bankhaus AG ("Lehman Brothers"). Noah executed a block trade prior to the US market open on February 24, 2010, to repurchase 656,400 ADSs at US$4.00 per share, for a total consideration of US$2,625,600. In conjunction with this trade, multiple institutional buyers also purchased from Lehman Brothers an aggregate of 1,273,600 ADSs at US$4.00 per share, for an additional consideration of US$5,094,400. Noah's decision to initiate this repurchase stemmed from its awareness that Lehman Brothers has recently been liquidating its equity stake in Noah, which has resulted in pressure on its valuation. An affiliate of Lehman Brothers, which filed for bankruptcy in 2008, was one of Noah's private equity investors prior to its IPO. Having considered Noah's current trading price, financial position and liquidity, the Board believes this transaction represents an appropriate use of available capital, and that it was in the best interests of Noah's shareholders. Additionally, this trade helped meet the increased demand for NED ADSs that the Company has seen recently from various institutional investors. The purchase of these ADSs was funded by the Company's available working capital. As of December 31, 2009, Noah had cash and cash equivalents, short-term bank deposits and short-term investments of RMB800.3 million (US$117.3 million), representing cash per ADS of US$3.05. Mr. Dong Xu, Chairman and Chief Executive Officer of Noah, commented, "The Board's decision to repurchase ADSs from Lehman Brothers demonstrates our ongoing commitment to act in the best interests of our shareholders and our confidence that current ADS price levels do not reflect our potential value. We are also delighted by the recent appetite institutional investors have shown for Noah, signifying that the investment community recognizes that our track record of operational execution, combined with robust growth prospects, positions us to drive value creation. "Our solid balance sheet and strong cash position afforded us the flexibility to implement this repurchase of ADSs from Lehman Brothers and still remain well capitalized to pursue our strategy of organic and acquisitive growth." About Noah Noah Education Holdings Limited is a leading provider of interactive educational content and education services in China. Noah's core offering includes the development and marketing of interactive educational courseware content, electronic learning products, software, kids' English training and after-school education services. Noah combines standardized education content with innovative digital and multimedia technologies to create a dynamic learning experience and improve academic performance for kids in China aged 3-19. Noah has developed a nationwide sales network, powerful brand image, and accessible and diverse delivery platforms to bring its innovative content to the student population. Noah also provides a kids' English training service under the brand Little New Star in its direct-owned schools and approximately 700 franchise schools throughout China. Noah was founded in 2004 and is listed on the New York Stock Exchange under the ticker symbol NED. 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) MCCLATCHY CO: Posts Final Results of Debt Tender Offer ------------------------------------------------------ The McClatchy Company posted the final results of its offer to purchase for cash any and all of its outstanding 7.125% Notes due June 1, 2011, and 15.75% Senior Notes due 2014. Based on the count provided by the depositary for the Offer, an additional $834,000 aggregate principal amount of 2011 Notes were validly tendered on or after February 10, 2010, and prior to 11:59 p.m., New York City time on February 24, 2010. In accordance with the terms of the Offer, McClatchy will accept all $834,000 of the validly tendered 2011 Notes at a purchase price of $1,000.00 for each $1,000 principal amount of 2011 Notes tendered, plus accrued and unpaid interest on the 2011 Notes from December 1, 2009, to, but excluding, the date of purchase. No additional 2014 Notes were validly tendered on or after February 10, 2010 and prior to 11:59 p.m., New York City time on the Expiration Date. On February 10, 2010, in connection with the early settlement of the Offer, McClatchy announced the acceptance and purchase of (i) $147,215,000.00 aggregate principal amount of 2011 Notes that were validly tendered on or before 5:00 p.m., New York City time on February 9, 2010, which, when taken together with the additional 2011 Notes tendered prior to the Expiration Date, would result in a total of $148,049,000 aggregate principal amount of 2011 Notes being accepted in the Offer and (ii) $23,850,000.00 aggregate principal amount of 2014 Notes that were validly tendered on or before 5:00 p.m., New York City time on February 9, 2010 (the "Consent Date"). McClatchy expects that the date of payment for the additional Notes validly tendered on or after February 10, 2010, and prior to the Expiration Date will be February 26, 2010. Payment for the Notes will be made in cash. This press release is neither an offer to purchase, nor a solicitation for acceptance of the offer. The McClatchy Company is making the Offer only by, and pursuant to the terms of, the Offer to Purchase and Consent Solicitation Statement and the related Consent and Letter of Transmittal. The complete terms and conditions of the tender offer and consent solicitation are set forth in the Offer to Purchase and Consent Solicitation Statement, dated January 27, 2010, as amended and supplemented by Supplement No. 1 to the Offer to Purchase and Consent Solicitation Statement, dated February 3, 2010, Supplement No. 2 to the Offer to Purchase and Consent Solicitation Statement, dated February 4, 2010, and Supplement No. 3 to the Offer to Purchase and Consent Solicitation Statement, dated February 5, 2010, and the related Consent and Letter of Transmittal, dated January 27, 2010. Credit Suisse Securities (USA) LLC was the Lead Dealer Manager and Solicitation Agent and Lazard Freres & Co. LLC was the Co-Dealer Manager and Solicitation Agent for the Offer. About McClatchy Company The McClatchy Company is the third largest newspaper company in the United States, with 30 daily newspapers, 43 non-dailies, and direct marketing and direct mail operations. McClatchy also operates leading local websites in each of its markets which extend its audience reach. The websites offer users comprehensive news and information, advertising, e-commerce and other services. Together with its newspapers and direct marketing products, these interactive operations make McClatchy the leading local media company in each of its premium high growth markets. McClatchy- owned newspapers include The Miami Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer, and The News & Observer (Raleigh). McClatchy also owns a portfolio of premium digital assets, including 14.4% of CareerBuilder, the nation's largest online job site, 25.6% of Classified Ventures, a newspaper industry partnership that offers two of the nation's premier classified websites: the auto website, cars.com, and the rental site, Apartments.com and 33.3% of HomeFinder, LLC which operates the real estate website HomeFinder.com. McClatchy is listed on the New York Stock Exchange under the symbol MNI. At September 27, 2009, the Company had $3,325,395,000 in total assets against $275,532,000 in total current assets and $2,947,256,000 in total non-current liabilities. * * * Troubled Company Reporter said on Feb. 15, 2010, Moody's Investors Service upgraded The McClatchy Company's Corporate Family Rating to Caa1 from Caa2, Probability of Default Rating to Caa1 from Caa2, and senior unsecured and unguaranteed note ratings to Caa2 from Caa3, concluding the review for upgrade initiated on January 27, 2010. Moody's also assigned definitive B1 ratings to McClatchy's $875 million senior secured notes due 2017 and the approximate $397 million extended portion of its senior secured credit facility, and upgraded the company's speculative-grade liquidity rating to SGL-2 from SGL-4. The upgrades reflect McClatchy's improved liquidity position and reduced near-term default risk following completion of the company's refinancing, and its ability to stabilize EBITDA performance through significant cost reductions. The rating outlook is stable. As reported by the Troubled Company Reporter on January 14, 2010, Fitch Ratings placed The McClatchy Company's Issuer Default Rating of 'C' on Watch Positive. In addition, Fitch affirmed these: -- Senior secured credit facility at 'C/RR4'; -- Senior secured term loan at 'C/RR4; -- Senior unsecured guaranteed notes at 'C/RR6'; -- Senior unsecured notes/debentures at 'C/RR6'. Approximately $2 billion of debt is affected by Fitch's action. The TCR on July 2, 2009, said Standard & Poor's Ratings Services raised its corporate credit rating on McClatchy to 'CC' from 'SD' (selective default). The rating outlook is negative. At the same time, S&P raised its issue-level rating on each of McClatchy's senior unsecured notes originally issued by Knight Ridder Inc. to 'C' from 'D'. All other outstanding ratings on the company were affirmed. Moody's on June 29, 2009, lowered McClatchy's corporate family rating to Caa2 from Caa1 and the probability of default rating to Caa2/LD from Caa3 upon completion of an exchange offer of $102.9 million of then existing senior unsecured notes for $24.2 million of new 15.75% senior unsecured guaranteed notes due July 2014. At that time, Moody's also assigned a Caa1 rating (LGD3 - 42%) to the new 2014 notes. The PDR was subsequently changed to Caa2 from Caa2/LD on July 2, 2009. METALDYNE CORP: Confirms 2 Cent Liquidating Plan ------------------------------------------------ Bill Rochelle at Bloomberg News reports that Metaldyne Corp., now named Oldco M Corp. following the sale of its business, received confirmation of its liquidating Chapter 11 plan. Under the Plan, unsecured creditors with as much as $307.6 million in claims are promised a recovery of 0.4% to 2.1%. Secured creditors, whose claims have been reduced to $750,000 or less, will be paid in full. Holders of equity interests won't recover anything. A consortium that includes Carlyle Group purchased Metaldyne's business in August for $39.5 million in cash, about $32 million in assumed obligations and $425 million in secured debt mostly owned by the purchasing group. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/MetaldyneCorp_DS.pdf A full-text copy of the Plan of Liquidation is available for free at http://bankrupt.com/misc/metaldyneCorp_Plan.pdf About Metaldyne Corp. Metaldyne Corp. -- http://www.metaldyne.com/-- is a global designer and supplier of metal based components, assemblies and modules for transportation related powertrain applications including engine, transmission/transfer case, driveline, and noise and vibration control products to the motor vehicle industry. The new Metaldyne company has approximately $650 million in revenue with 26 facilities in 12 countries. Metaldyne was previously a wholly-owned subsidiary of Asahi Tec, a Shizuoka, Japan-based chassis and powertrain component supplier in the passenger car/light truck and medium/heavy truck segments. Asahi Tec is listed on the Tokyo Stock Exchange. Metaldyne and its affiliates filed for Chapter 11 protection on May 27, 2009 (Bankr. S.D.N.Y. Case No. 09-13412). The filing did not include the company's non-U.S. entities or operations. Richard H. Engman, Esq., at Jones Day represents the Debtors in their restructuring efforts. Judy A. O'Neill, Esq., at Foley & Lardner LLP serves as conflicts counsel; Lazard Freres & Co. LLC and AlixPartners LLP as financial advisors; and BMC Group Inc. as claims agent. A committee of Metaldyne creditors is represented by Mark D. Silverschotz, Esq., and Kurt F. Gwynne, Esq., at Reed Smith LLP, and the committee tapped Huron Consulting Services, LLC, as its financial advisor. For the fiscal year ended March 29, 2009, the company recorded annual revenues of approximately US$1.32 billion. As of March 29, 2009, utilizing book values, the Company had assets of US$977 million and liabilities of $927 million. Judge Glenn approved the sale of substantially all assets to Carlyle Group in November 2009 for approximately $496.5 million. MOVIE GALLERY: Applies for Approval for KCC as Claims Agent ----------------------------------------------------------- Peter J. Barrett, Esq., at Kutak Rock LLP in Richmond, Virginia, told the Court that the Debtors may have more than 10,000 potential creditors. The Debtors believe that the office of the Clerk of the U.S. Bankruptcy Court for the Eastern district of Virginia may not be equipped to efficiently and effectively serve notice on the large number of creditors and parties-in-interest and administer claims during the Chapter 11 cases. Moreover, the Debtors believe that the most effective manner of noticing creditors and parties-in-interest, transmitting, receiving, docketing and maintaining proofs of claim filed in connection with the Debtors' Chapter 11 cases and soliciting ballots in favor of the Debtors' Chapter 11 plan or plans, is for the Debtors to engage an independent third party to act as the Debtors' notice, claims and balloting agent, Mr. Barrett stressed. In light of these, the Debtors sought and obtained the Court's authority to employ Kurtzman Carson Consultants LLC as their notice, claims and balloting agent and pay KCC for its services without further order of the Court upon KCC's submission to the Debtors of monthly invoices summarizing in reasonable detail its services and expenses for which compensation is sought. According to Mr. Barrett, the Debtors intended to employ KCC as their official claims, noticing and balloting agent because of KCC's substantial experience in matters with the size and complexity of the Debtors' cases. KCC has developed efficient and cost-effective methods to properly handle claims processing and balloting portions of Chapter 11 cases to ensure the orderly and fair treatment of creditors, equity shareholders and all parties-in-interest. Moreover, KCC will work with the Clerk's Office to ensure that its methodology conforms with all of the Court's procedures, Mr. Barrett, said. As Claims, Noticing and Balloting Agent, the Debtors expect KCC to render these services: 1. Noticing (a) Preparing and serving required notices in the Debtors' Chapter 11 cases, including: (i) notice of the commencement of the Debtors' Chapter 11 cases and the initial meeting of creditors under Section 341 of the Bankruptcy Code; (ii) notice of the claims bar date; (iii) notice of objections to claims and objections to transfers of claims; (iv) notices of any hearings on a disclosure statement and confirmation of the Debtors' plan or plans of reorganization; and (v) other miscellaneous notices as the Debtors or the Court may deem necessary or appropriate for an orderly administration of the Debtors' Chapter 11 cases. (b) Maintain the service lists in conformity with the Debtors' proposed case management procedures. (c) Prepare for the filing and file with the Clerk's Office a certificate or affidavit of service in conformity with Rule 5005 1 of the Local Bankruptcy Rules for the Eastern District of Virginia that includes (i) an organized list of persons on whom a document was served, along with their complete addresses and (ii) the date and manner of service. 2. Claims Administration (a) Maintain official claims registers in each of the Debtors' Chapter 11 cases by docketing all proofs of claim and proofs of interest in a database that includes: (i) the name and address of the claimant or interest holder and any agent, if appropriate; (ii) the date the proof of claim of proof of interest was received by KCC or the Court; (iii) the claim number assigned to the proof of claim or proof of interest; and (iv) the asserted amount and classification of the claim. (b) Maintain copies of all proofs of claim and proofs of interest filed in the Chapter 11 cases. (c) Update the official claims registers in accordance with Court orders. (d) Implement necessary security measures to ensure the completeness and integrity of the claims registers. (e) Transmit to the Clerk's Office a copy of the claims registers as requested. (f) Maintain an up-to-date mailing list for all entities that have filed proofs of claim or proofs of interest and make the list available upon request to the Clerk's Office or any party-in-interest. (g) Provide access to the public for examination of copies of the proofs of claim or proofs of interest filed in the Chapter 11 cases and the claims register at no charge during regular business hours. (h) Record all transfers of claim, and if directed to do so by the Court, provide notice of transfers. (i) Establish and maintain a public access Web site setting forth pertinent case information and documents relating to the Debtors' Chapter 11 cases, including copies of the proofs of claim or proofs of interest filed in the Chapter 11 cases without charge during regular business hours. 3. Balloting Services (a) Act as balloting agent, which may include these services: (i) printing ballots and coordinating the mailing of solicitation packages to all voting and non-voting parties; (ii) maintaining a call center to receive questions regarding voting with respect to any Chapter 11 plan; (iii) receiving ballots at a post office box, inspecting ballots for conformity to voting procedures, date stamping and numbering ballots consecutively and tabulating and certifying the result; and (iv) preparing voting reports by plan class, creditor or shareholder and amount for review and approval by the Debtors and their counsel. Additionally, KCC will provide other noticing, claims processing, balloting and related administrative services as may be requested by the Debtors from time to time. Moreover, KCC will be appointed as agent for the Clerk's Office and designated as the authorized repository for all proofs of claim filed in the Debtors' Chapter 11 cases and authorized and directed to maintain official claims registers for each of the Debtors and to provide the Clerk's Office with a certified duplicate of the Official claims registers, Mr. Barrett maintains. The Debtors propose to pay KCC based on KCC's monthly invoice plus reasonable out of pocket expenses incurred by KCC in connection with its services. However, where total fees and expenses are expected to exceed $10,000 in any single month, KCC may require advance payment from the Debtors payable upon demand and prior to the performance of their services. If the amount is unpaid within 30 days from the receipt of the invoice, the company will pay KCC a late charge of 1.5% of the total amount unpaid every 30 days. As security for the Debtors' payment obligations for KCC's services, the Debtors will give KCC a retainer of $50,000, which KCC will be entitled to hold until the termination of its employment. Following termination of KCC's employment, KCC will return to the Company any amount of the Retainer that remains after the application of the Retainer to the payment of unpaid invoices. The Debtors believe that the fees and expenses incurred by KCC are administrative in nature, and thus are not subject to standard fee application procedures, Mr. Barrett averred. Albert H. Kass, KCC's vice president of corporate restructuring, assures the Court that KCC neither holds nor represents any interest materially adverse to the Debtors' estates and KCC is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Movie Gallery Based in Wilsonville, Ore., Movie Gallery, Inc. is the second largest North American video and game rental company, operating stores in the U.S. and Canada under the Movie Gallery, Hollywood Video and Game Crazy brands. Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853). Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors. The Company emerged from bankruptcy on May 20, 2008, with private-investment firms Sopris Capital Advisors LLC and Aspen Advisors LLC as its principal owners. William Kaye was appointed plan administrator and litigation trustee. Movie Gallery returned to Chapter 11 protection on February 3, 2009 (Bankr. E.D. Va. Case No. 10-30696). Attorneys at Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the Debtors in their second restructuring effort. Kurtzman Carson Consultants serves as claims and notice agent. MOVIE GALLERY: Asks for OK for Sonnenschein as Counsel ------------------------------------------------------ Movie Gallery Inc. and its units seek the Court's authority to employ Sonnenschein Nath & Rosenthal LLP, as counsel, nunc pro tunc to the Petition Date. The Debtors seek to employ Sonnenschein because of its expertise and extensive experience and knowledge in the field of business reorganizations under Chapter 11 of the Bankruptcy Code and the firm's particular knowledge of the Debtors and their 2007 Bankruptcy Case proceedings. The Debtors believe that Sonnenschein possesses the necessary familiarity with their businesses, as well as the necessary bankruptcy experience and expertise to handle the complex and novel issues that may arise within the reorganization proceedings. As their counsel, the Debtors expect Sonnenschein to perform these services: (a) provide legal advise with respect to the Debtors' powers and duties as Debtors-in-Possession in the continued operation of their businesses and management or disposition of their property; (b) all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on behalf of the Debtors, defense of any actions commenced against the Debtors, negotiations concerning any and all litigation in which the Debtors are involved and claims filed against the Debtors' estates; (c) attend meetings and negotiating with representative of the creditors and other parties-in-interest; (d) all necessary motions, answers, orders, reports and other legal papers in connection with the administration of the Debtors' estates; (e) represent the Debtors in connection with obtaining postpetition financing; (f) advise the Debtors in connection with any potential sale of the assets; (g) perform any and all other necessary legal services for the Debtors in connection with the Debtors' Chapter 11 cases; (h) all aspects of the confirmation process, including securing the approval of a disclosure statement and confirmation of a plan of reorganization at the earliest possible date; and (i) other related or necessary legal advice as may be appropriate in connection with the prosecution of the Debtors' Chapter 11 cases. The Debtors propose to pay Sonnenschein on its hourly rates plus the reimbursement of its reasonable necessary out of pocket expenses in representing the Debtors. Sonnenschein received $200,000 retainer in connection with its preparation for the filing of the Debtors' Bankruptcy Proceedings. The amount of the retainer has been reduced by the application of Sonnenschein's final prepetition charges. Sonnenschein's hourly rates are: Professional Hourly Rate ------------ ----------- Partners $295 to $890 Associates $190 to $525 Paraprofessionals $125 to $260 John A. Bicks, Esq., a partner of Sonnenschein, assures the Court that it does not hold or represent any interest adverse to the Debtors' estates in matters upon the firm is to be engaged. Furthermore, Sonnenschein is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b) of the Bankruptcy Code, Mr. Bicks maintains. The Court will convene a hearing to consider the request on February 22, 2010, at 10:00 a.m. Objections will be due by February 18. About Movie Gallery Based in Wilsonville, Ore., Movie Gallery, Inc. is the second largest North American video and game rental company, operating stores in the U.S. and Canada under the Movie Gallery, Hollywood Video and Game Crazy brands. Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853). Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors. The Company emerged from bankruptcy on May 20, 2008, with private-investment firms Sopris Capital Advisors LLC and Aspen Advisors LLC as its principal owners. William Kaye was appointed plan administrator and litigation trustee. Movie Gallery returned to Chapter 11 protection on February 3, 2009 (Bankr. E.D. Va. Case No. 10-30696). Attorneys at Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the Debtors in their second restructuring effort. Kurtzman Carson Consultants serves as claims and notice agent. MOVIE GALLERY: Proposes Kutak Rock as Co-Counsel ------------------------------------------------ Movie Gallery Inc. and its units seek the Court's authority to employ Kutak Rock LLP, in Richmond, Virginia, as their counsel pursuant to the terms and conditions set forth in an engagement letter between the Debtors and Kutak Rock dated January 22, 2010. Contemporaneously, the Debtors seek the Court's authority to employ Sonnenschein Nath & Rosenthal LLP, in New York as their attorneys in the Chapter 11 cases. The Debtors also seek to employ Kutak Rock as their conflicts counsel in the Debtors' Chapter 11 cases, to handle matters in connection with matters that the Debtors may encounter that cannot be appropriately handled by Sonnenschein. The Debtors seek to employ Kutak Rock because of the firm's expertise, experience, and knowledge practicing before the Court, its proximity to the Court and its ability to respond quickly to emergency hearings and other matters in the Court. Kutak Rock has been representing the Debtors in connection with the Debtors' 2007 Bankruptcy Cases. On January 22, 2010, the Debtors entered into the Engagement Letter with Kutak Rock regarding contingency planning and the preparation for the potential commencement and prosecution of their new Chapter 11 cases. As a result of Kutak Rock's prior and current representation of the Debtors, Kutak Rock has become familiar with the Debtors' business, legal and financial affairs. In addition, Kutak Rock is well qualified to represent the Debtors based on its significant bankruptcy practice. As co-counsel to the Debtors and in coordination with Sonnenschein, Kutak Rock will render these services: (a) advise the Debtors with respect to their powers and duties as debtors-in-possession in the continued management and operation of their business and properties; (b) advise consult on the conduct of the Chapter 11 cases, including all legal and administrative requirements of operating in Chapter 11; (c) taking all necessary action to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors and representing the Debtors' interests in negotiations concerning all litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; (d) prepare appropriate pleadings, including motions, applications, orders, reports and papers necessary or otherwise beneficial to the administration of the Debtors' estates; (e) act as conflicts counsel to the Debtors in connection with matters that cannot be appropriately handled by Sonnenschein because of a conflict-of-interest or otherwise; and (d) perform all other necessary or otherwise beneficial legal services for the Debtors in connection with the prosecution of the Debtors' Chapter 11 cases. The Debtors intend that the services of Kutak Rock will complement, and not duplicate, the services to rendered by Sonnenschein. The Debtors intend to pay Kutak Rock based on the firm's hourly rates, and reimburse the firm for their reasonable, necessary out-or-pocket expenses. Kutak Rock's hourly rates are: Professional Hourly Rate ------------ ----------- Partners $250 to $525 Of Counsel $200 to $450 Associates $150 to $295 Paraprofessionals $95 to $175 These are the professionals presently expected to have primary responsibility for providing services to the Debtors: Name Hourly Rate ---- ----------- Michael Condyles, Esq. $410 Loc Pfeiffer, Esq. $380 Peter J. Barrett, Esq. $355 Kimberly A. Pierro $260 Jeremy S. Williams, Esq. $240 Matthew J. Kurz, Esq., $230 Michael A. Condyles, Esq., a partner of Kutak Rock, assures the Court that Kutak Rock is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, and Kutak Rock does not hold or represent an interest adverse to the Debtors' estates. A full-text copy of Kutak Rock's Engagement Letter is available for free at http://bankrupt.com/misc/MG_kutakrockengltr.pdf The Court will convene a hearing to consider the request on February 22, 2010, at 10:00 a.m. Objections are due February 18. About Movie Gallery Based in Wilsonville, Ore., Movie Gallery, Inc. is the second largest North American video and game rental company, operating stores in the U.S. and Canada under the Movie Gallery, Hollywood Video and Game Crazy brands. Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853). Kirkland & Ellis LLP and Kutak Rock LLP represented the Debtors. The Company emerged from bankruptcy on May 20, 2008, with private-investment firms Sopris Capital Advisors LLC and Aspen Advisors LLC as its principal owners. William Kaye was appointed plan administrator and litigation trustee. Movie Gallery returned to Chapter 11 protection on February 3, 2009 (Bankr. E.D. Va. Case No. 10-30696). Attorneys at Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the Debtors in their second restructuring effort. Kurtzman Carson Consultants serves as claims and notice agent. MPI AZALEA: Gets Temporary Access to Regal's Cash Collateral ------------------------------------------------------------ The Hon. Margaret H. Murphy of the U.S. Bankruptcy Court for the Northern District of Georgia authorized, on an interim order, MPI Azalea, LLC, and its debtor-affiliates to use cash securing repayment of their debt to Regal Crossing Apartments, L.P. A hearing on the continued access to the cash collateral will be held on March 26, at 11:00 a.m. at Courtroom 1201, U.S. Courthouse, 75 Spring Street, S.W., Atlanta, Georgia. Objections, if any, are due on March 2, at 4:00 p.m. The Debtor owed $10,316,450 to Regions Bank, along with a certain deed of trust with absolute assignment of leases and rents, security agreement and fixture. Regal is now the owner and holder of the prepetition loan agreements. The Debtors need access to the cash collateral to fund their operations postpetition. Regal consents to the Debtor's limited use of the cash collateral. As adequate protection for any diminution in value of Regal's collateral, the Debtors will grant Regal replacement liens and superpriority administative expense claim. The Debtors' authority to use the cash collateral will expire upon the earlier of (i) 6:00 p.m. (Eastern Time) on the date of the final hearing; and (ii) occurrence of a termination event. Atlanta, Georgia-based MPI Azalea, LLC, aka Highland Brooke Apartments and its affiliates filed for Chapter 11 on January 8, 2010 (Bankr. N.D. Ga. Lead Case No. 09-60803). Jimmy C. Luke, Esq., at Foltz Martin, LLC assists the Debtor in its restructuring effort. In its petition, the Debtor listed assets and liabilities both ranging from $10,000,001 to $50,000,000. NEWLEAD HOLDINGS: Has Deal to Buy 2 Ships; Gets $80-Mil. Loan ------------------------------------------------------------- NewLead Holdings Ltd. on February 23, 2010, said it has signed a Stock Purchase Agreement providing for the purchase of two Kamsarmaxes for an aggregate purchase price of $112.7 million and signed a Memorandum of Agreement for the sale of the product tanker Chinook for $8.5 million. "NewLead's fleet continues to transform, becoming younger and more versatile," said Mr. Michael S. Zolotas, President and Chief Executive Officer. "As we sell non-productive assets, we will be seeking to add new vessels particularly those with favorable charters. These two high quality dry bulk Kamsarmaxes add a unique class of vessel to our fleet and seven years of revenue visibility." The company is acquiring two geared, 80,000 DWT Kamsarmaxes from COSCO Dalian Shipyard Co. Ltd. to be delivered in the fourth quarter of 2010 and 2011, respectively. The charter for the first vessel is for a five-year initial term at $28,710 (net) a day. The charter for the second vessel is for a seven-year term at $27,300 (net) a day. In relation to this transaction, the Company has entered into a Memorandum of Agreement for the sale of the product tanker Chinook for $8.5 million. The Chinook is a Romanian 2001 built, 38,700 dwt MR tanker that has been operating on the spot market and generating operating losses. Divesting this inefficient vessel will result in estimated operational savings of approximately $2.0 million annually. The $112.7 million purchase price for the two Kamsarmaxes will be paid by $80 million of debt financing, $24.2 million of cash from the balance sheet (associated with the shipbuilding contracts and related expenses) and the sale of the Chinook for a consideration of $8.5 million to be delivered against the purchase price. A full-text copy of the Company's statement and the material terms of the debt financing, is available at no charge at: http://ResearchArchives.com/t/s?5549 Going Concern Doubt During the three months ended September 30, 2009, and 2008, the Company incurred a net loss of $111.3 million and a net loss of $4.3 million, respectively, and for the nine months ended September 30, 2009 and 2008, the Company incurred a net loss of $123.8 million and a gain of $2.0 million, respectively. As of September 30, 2009, the Company reported working capital deficit of $244.4 million, which includes $221.4 million of debt reflected as current. During the nine months ended September 30, 2009, and for the year ended December 31, 2008, the Company was not in compliance with certain covenants of its loan facility and absent any further relaxation from the lenders, the lenders had the ability to demand repayment of outstanding borrowings. The new $221.4 million facility agreement, dated October 13, 2009, entered into by the the Company to refinance the Company's existing revolving credit facility provided for the waiver of all financial covenants (excluding working capital and minimum liquidity covenants) for a period ranging from 30 to 36 months. The conditions and events raise substantial doubt about the Company's ability to continue as a going concern. About NewLead Holdings Headquartered in Piraeus, Greece, NewLead Holdings Ltd. (Nasdaq: NEWL) -- http://www.newleadholdings.com/-- was incorporated on January 12, 2005, under the name of "Aires Maritime Holdings Limited. The Company is an international shipping company that owns and operates product tanker and dry bulk vessels. The Company's products tanker fleet consists of five MR tankers and four Panamax tankers, all of which are double-hulled. The Company also owns three dry bulk vessels secured on period charters. The Company is an indirect subsidiary of Aries Energy Corporation. Aries Energy, an affiliate through its wholly-owned subsidiary Rocket Marine Inc., currently owns approximately 23% of the Company's outstanding common shares. On October 13, 2009, the Company announced an approximately $400.0 million recapitalization which resulted in Grandunion Inc. acquiring control of the Company. Pursuant to the Stock Purchase Agreement entered into on September 16, 2009, a company controlled by Michail S. Zolotas and Nicholas G. Fistes, acquired 18,977,778 newly issued common shares of the Company in exchange for three drybulk carriers. NISKA GAS: Moody's Assigns 'B1' Rating on $800 Mil. Senior Notes ---------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Niska Gas Storage's proposed private offering of $800 million of senior unsecured notes and a Baa3 rating to its new $400 million senior secured asset-based revolving credit facility. At the same time, Moody's affirmed the company's Ba3 Corporate Family Rating. The rating outlook is stable. The proceeds of the new notes issue will be used to repay existing term loan (~$593 million) and revolver debt (~$82 million) and to cover distributions to private equity funds affiliated with Riverstone Holdings -- Niska's private equity sponsor -- and other minority equity holders, and transaction fees. While total debt will increase by approximately $125 million, and $75 million of Niska's existing revolving debt will be replaced by longer maturity debt, the Ba3 rating accommodates this incremental leverage. The rating also factors in additional borrowings under the revolver that will be required to support the contango arbitrage business, but which will be mostly backed by purchased natural gas inventory. The CFR also assumes that Niska will convert to a Master Limited Partnership concurrent with an Initial Public Offering and will raise approximately $300 million to $400 million of equity. Equity proceeds will be primarily used to repay revolver borrowings, which will be made to fund a distribution to equity holders, and to fund future capex. Niska will have essentially the same debt burden at closing as it had at the end of the 2007 fiscal year, but will have greater cash flow support from expanded current storage capacity. Storage capacity has grown from 144 Bcf in 2006 to 186 Bcf, and is expected to grow to 212.5 Bcf over the next two years. Overall debt service cost will increase however, due to higher interest rates associated with the new notes. The company's high quality and strategically located assets, underlying contracted core revenue and earnings base, and increased borrowing capacity and less stringent financial covenants under the new revolver are solid supports for the ratings. Following its conversion to a publicly-traded MLP, the company will also have access to equity markets. However, the MLP business model requires ongoing high cash payouts and places greater emphasis on growth. This increases liquidity risk and reliance on external financing and leaves little room for market disruption. Niska as a new player in the MLP space, therefore, will need to carefully manage its distributions against growth capex and debt maturities. Although Niska's annual maintenance capex needs are nominal, and Niska is positioned to fund most of its capacity expansions in 2010 and 2011 from residual cash remaining from the notes and equity issuances, expansionary capital beyond 2011 will likely have to be sourced from external sources, which could lead to higher leverage and pressure the rating. Niska's Ba3 CFR is negatively impacted by the inherent volatility in seasonal and cyclical demand for natural gas storage and the resultant variability in a portion of its revenue; the heavy reliance on its riskier merchant energy arbitrage business; and the capital requirements and execution risk of its expansion projects. The rating is also restrained by highly variable working capital requirements and revenues related to the company's merchant energy and proprietary contango arbitrage business; the limited ability of depleted reservoir storage systems (versus salt dome storage) to augment earnings by meeting sharp surges in withdrawal demand; and the less frequent ability of depleted reservoir storage to turn over its storage per year (roughly 2x) versus salt dome storage (6x to 12x); and the re-contracting risk of Niska's storage contracts. The stable outlook reflects Niska's contracted term-storage business that provides revenue certainty, substantial storage capacity, and robust demand for natural gas storage in North America. Niska has adequate liquidity. Cash on hand combined with internally generated cash flow should be sufficient to cover interest payments, capital expenditures and distributions in 2010. At December 31, 2009, proforma for the closing of the notes issue, Niska would have no amounts drawn under the new $400 million borrowing-base revolving credit facility. Given that Niska primarily uses its borrowing base revolving credit facility to fund margin calls and cover contango inventory purchases, revolver borrowings can be volatile, and would increase significantly if Niska were to expand its trading and optimization operation or if natural gas prices rose sharply. The company may also need to rely on the revolver to cover growth capex or shareholder distributions if operating performance falls short of expectations. Assignments: Issuer: AECO Gas Storage Partnership -- Senior Secured Bank Credit Facility, Assigned 07 - LGD1 to Baa3 Issuer: Niska Gas Storage US, LLC -- Senior Unsecured Bank Credit Facility, Assigned 07 - LGD1 to Baa3 -- Senior Unsecured Regular Bond/Debenture, Assigned 63 - LGD4 to B1 -- Senior Unsecured Regular Bond/Debenture, Assigned B1 The last rating action on Niska was in April 2006 when Moody's first rated the company and assigned a Ba3 CFR. Headquartered in Calgary, Alberta, with assets in Alberta, California and Oklahoma, Niska Gas Storage is the largest independent owner and operator of natural gas storage assets in North America. OPUS EAST: Lease Decision Period Extended to April 27 ----------------------------------------------------- The Bankruptcy Court has granted the request made by Jeoffrey L. Burtch, the Chapter 7 trustee for Opus East Corp.'s estates, to extend the time by which he must assume or reject executory contracts of the Opus East Debtors through April 27, 2010. The Court clarified that with respect to the real estate sales contract and escrow agreement between Sydney E. Albrittain and Anthony J. Offutt, co-trustees of the TJO Trust, and Christopher Albrittain, Michael L. Albrittain, and Warren S. Albrittain, co-trustees of the Albrittain Family 2002 Trust and Opus East LLC, the deadline for the Chapter 7 Trustee to file a motion seeking, or to otherwise obtain, approval to assume and assign the Albrittain Agreements is extended, through and including March 17, 2010. That date will not be further extended, the Court held. If the Chapter 7 Trustee has not sought by March 17 a request to assume and assign the Albrittain Agreements, those Agreements will be deemed to be rejected in accordance with Section 365(g) of the Bankruptcy Code, and the Sellers will be relieved from the automatic stay in order to pursue their remedies under the Escrow Agreement. With respect to the cross-motion of Volleys Excavating & Construction, Inc. for an examination of the Debtors under Rule 2004 of the Federal Rules of Bankruptcy Procedure and the Chapter 7 Trustee's Response, the Court ruled that Vollers is not permitted to depose or take any discovery from the Chapter 7 Trustee. About Opus East Rockville-based Opus East LLC has developed more than 13.3 million square feet of space since starting operations in 1994. It filed for Chapter 7 liquidation in the U.S. Bankruptcy Court for the District of Delaware. Opus East LLC listed $100 million to $500 million in debts, against $50 million to $100 million in assets in its Chapter 7 petition. Bankruptcy Creditors' Service, Inc., publishes Opus West Bankruptcy News. The newsletter tracks the separate Chapter 11 proceedings of Opus West Corp. and Opus South Corp. and Chapter 7 proceedings of Opus East their related debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) OPUS SOUTH: Court Confirms Waters Edge Liquidating Plan ------------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware ruled on February 18, 2010, that the Chapter 11 Plan of Liquidation submitted by Wachovia Bank, National Association, in its capacity as administrative agent for itself and other lenders, and certain lender parties for Debtor Waters Edge One LLC complies with the statutory confirmation requirements of Section 1129 of the Bankruptcy Code: A. Section 1129(a)(1) The Plan is dated and identifies Wachovia Bank, as plan proponent, thereby satisfying Section 1129(a)(1). In addition, the Plan: -- provides for proper classification of claims, thereby complying with Section 1122 and 1123(a)(1) of the Bankruptcy Code. The Plan classifies four Classes of Claims and Interests and the Claims and Interests placed in each Class are substantially similar to each other; -- specifies Unimpaired Classes of Claims, thereby satisfying Section 1123(a)(2); -- specifies treatment of Impaired Classes 2, 3 and 4, thereby satisfying Section(a)(3); -- has no unfair discrimination, thus satisfying Section 1123(a)(4). The Plan provides for the same treatment by the Debtor for each Claim or Interest in each Class unless the holder of a particular Claim or Interest agree to a less favorable treatment of the Claim or Interest; -- provides for the adequate and proper means of implementation of the Plan, including but not limited to (i) the liquidation of the Debtor, (ii) the formation of the Liquidation Trust and appointment of the Liquidation Trustee, and (iii) the transfer of the Debtor's assets to and vesting in the Liquidation Trust, thus complying with Section 1123(a)(5); -- does not provide for the issuance of non-voting equity Securities, thereby satisfying Section 1123(a)(6); -- identifies the liquidation trustee, which is consistent with the interests of creditors, equity security holders and public policy and thus satisfy Section 1123(a)(7); -- designates impairment and unimpairment of classes of claims and interests, thereby complying with Section 1123(b)(1); -- provides for the rejection of executory contracts and unexpired leases, other than those contracts and leases that may have been assumed pursuant to a separate order of the Bankruptcy Court, and meets the requirements of Section 365(b) of the Bankruptcy Code, thereby satisfying Section 1123(b)(2). No objections have been asserted by any party-in-interest to the Debtor's rejection of executory contracts or unexpired leases; -- preserves the Liquidation Trustee's rights to enforce any rights and causes of action that the Debtor may hold against any entity including, but not limited to, the RMSSR Claims pursuant to Section 1123(b)(3); -- modifies the rights of holders of secured Claims in accordance with Section 1123(b)(5); -- is appropriate and consistent with the applicable provisions of the Bankruptcy Code, thereby satisfying Section 1123(b)(6); and -- does not provide for the assumption of any executory contract or lease of non-residential real property and thus, Section 1123(d) is inapplicable. B. Section 1129(a)(2) The Plan complied with the provisions of Section 1129(a)(2) because: -- the Debtor is an eligible debtor under Section 109 of the Bankruptcy Code; -- the Debtor has complied with applicable provisions of the Bankruptcy Code, except as otherwise provided or permitted by orders of the Bankruptcy Court; -- Wachovia Bank, as Plan proponent, has complied with the applicable provisions of the Bankruptcy Code, including Sections 1125 and 1126(b) of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules of Bankruptcy Procedure, any applicable non-bankruptcy law, rule and regulation, the order approving the Disclosure Statement and all other applicable law, among other things, in transmitting the solicitation packages and related documents and notices, conducting the solicitation and tabulation of the votes on the Plan. C. Section 1129(a)(3) The Plan has been proposed in good faith and not by any means forbidden by law; thereby satisfying Section 1129(a)(3). The Plan and the Disclosure Statement were developed after analysis and negotiations involving numerous proposals, including proposals solicited by the Plan Proponent and the Debtor and were proposed with the legitimate and honest purpose of maximizing the value of the Debtor's estate for all holders of Claims against, and interests in, the Debtor. Furthermore, the Plan's classification, releases, exculpation, injunction and setoff provisions have been negotiated in good faith, are consistent with Sections 105, 1122, 1123, 1129, and 1142 of the Bankruptcy Code, and are each necessary for the successful implementation of the Plan. D. Section 1129(a)(4) Any payment made or to be made by the Debtor for services or for costs and expenses of its professionals in connection with its Chapter 11 case, or in connection with the Plan and incident to its Chapter 11 case, has been approved by, or is subject to the approval of, the Bankruptcy Court as reasonable, thereby satisfying Section 1129(a)(4). E. Section 1129(a)(5) The Plan Proponent has complied with Section 1129(a)(5) as the identity and affiliations of any individual proposed to serve as a "successor" to the Debtor has been disclosed. After Confirmation, the Debtor will have no officers or directors or voting trustee. The approval of the Liquidation Trust and the Liquidation Trustee is consistent with the interests of holders of Claims against, and interests in, Debtor and with public policy. To the extent available, the identity of any insider that will be employed or retained by the Liquidation Trust and the nature of its compensation have also been fully disclosed. F. Section 1129(a)(6) The Debtor is not subject to any governmental regulatory commission with jurisdiction. Thus, Section 1129(a)(6) is not applicable. G. Section 1129(a)(7) The liquidation analysis and other evidence proffered or adduced at the Confirmation Hearing are (i) persuasive and credible, (ii) have not been controverted by other evidence and (iii) establish that each holder of an impaired Claim has accepted the Plan or will receive or retain under the Plan, on account of the Claim, property of a value, as of the Effective Date, that is not less than the amount that the holder of a Claim would receive or retain if the Debtor was liquidated under Chapter 7 of the Bankruptcy Code. Thus, Section 1129(a)(7) has been satisfied. H. Section 1129(a)(8) Pamela J. Groff, a paralegal at Womble Carlyle Sandridge & Rice PLLC, the noticing and solicitation agent with respect to the confirmation of the Plan of Liquidation proposed for Waters Edge One LLC, presented to the Court the tabulation of ballots from the classes entitled to vote on the Waters Edge Plan. The Classes of Claims entitled to vote are (i) Class 2 Lenders' Allowed Unsecured Claim, (ii) Class 3 General Unsecured Claims, and (iii) Class 4 Equity Interest Claims. Summary Ballot by Class Amount % of Amount Amount % of Amount Class Accepting Voted Rejecting Voted ----- ---------- ----------- --------- ----------- 2 $39,089,852 100% $0 0% 3 $286,627 53% $254,433 47% 4 0 0% 0 0% Number % of Amount Number % of Amount Class Accepting Voted Rejecting Voted ----- --------- ----------- --------- ----------- 2 1 100% 0 0% 3 3 75% 1 25% 4 0 0% 0 0% As evidenced by Womble Carlyle's tabulation, Class 2 is an impaired Class of Claims and has voted to accept the Plan, without regard to the votes of insiders of the Debtor, thereby satisfying Section 1129(a)(8). Class 3 is impaired and has not voted to accept the Plan. I. Section 1129(a)(9) The treatment of Allowed Tax Claims pursuant to the Plan satisfies the requirements of section 1129(a)(9) because the Plan provides that if the Liquidation Trustee elects to pay any Allowed Tax Claim over a period ending not later than five years from the Petition Date, the Trustee will pay interest on the Allowed Tax Claim at the applicable statutory rate. J. Section 1129(a)(10) Acceptance of the Plan by Holders of Claims in Class 2 surpasses the requisite standards in both number and amount, as set in Sections 1126(b) and (c), as determined without including any acceptance of the Plan by any insider, thereby satisfying the requirements of Section 1129(a)(10). K. Section 1129(a)(11) The information in the Disclosure Statement and the evidence proffered or adduced at the Confirmation Hearing (i) is persuasive and credible, (ii) has not been controverted by other evidence, and (iii) establishes that the Plan contemplates the liquidation of the Estate and is feasible and that there is a reasonable prospect of the Liquidation Trust being able to meet its financial obligations under the Plan and in the ordinary course, thereby satisfying Section 1129(a)(11). L. Section 1129(a)(12) The Plan provides that on the Effective Date, and thereafter as may be required, the Liquidation Trustee will pay all outstanding fees payable, thereby satisfying Section 1129(a)(12). M. Section 1129(a)(13) The Debtor is not required to pay any retiree benefits. Accordingly, Section 1129(a)(13) is inapplicable to the Debtor's Chapter 11 case. N. Section 1129(a)(14) The Debtor is not required by a judicial or administrative order, or by statute, to pay any domestic support obligations. Accordingly, Section 1129(a)(14) is inapplicable. O. Section 1129(a)(15) The Debtor is not an individual and accordingly, Section 1129(a)(15) is inapplicable. P. Section 1129(a)(16) The Debtor is a moneyed business, a commercial corporation, or trust. Accordingly, Section 1129(a)(16), which addresses non- profit organization, is inapplicable. Further Amended Plan & Additional Plan Documents Before the Court entered the Confirmation Order, the Plan Proponents submitted to the Bankruptcy Court a further amended plan of liquidation for Waters Edge on February 12, 2010. The Modified Plan include the addition of these provisions: -- Wachovia Bank, as Plan proponent, can modify the Plan at any time after confirmation and before substantial consummation as long as modifications are consistent with the Settlement Agreement between the Debtors and the Lenders regarding the Debtors' property known as "400 Beach"; -- Allowed tax claims will be paid in full on the Plan Effective Date or at the Lender's option over a period ending not later than five years after the Petition Date; -- It is established that no Tax Claims were filed prior to the established Claims Bar Date as it pertains to the U.S. government, and Wachovia Bank reserves all rights to object to any Tax Claim; -- The lien on Avoidance Actions will only be to the extent that Exit Financing funds are used to pursue them; and -- A liquidating trustee will be obligated to seek a final decree, pursuant to Rule 3022 of the Federal Rules of Bankruptcy Procedure, closing Waters Edge's Chapter 11 Case. That trustee will file any required post- confirmation reports with the U.S. Trustee and pay any applicable fees due and owing to the U.S. Trustee. A blacklined copy of the February 12 Modified Plan is available for free at http://bankrupt.com/misc/OpSWatesEdBlkPln2.pdf The Modified Plan was filed by the Plan Proponent after it received objections from the Debtor and Roberta A. DeAngelis, as the Acting United States Trustee for Region 3. The Debtor objected to (i) the treatment for Allowed Tax Claims and asserted that the Plan should be expanded so that any Tax Claim that is allowed by the Court, other than income tax claims, would be paid in full on the Effective Date, and (ii) the definition of "Exit Financing" in the Plan and asserted that the definition should be amended to exclude from the liens being granted any liens on Avoidance Actions and their proceeds. The U.S. Trustee, on the other hand, argued that the Plan is not confirmable because (i) it contains a third party release provision that is contrary to applicable law in the District of Delaware, and (ii) improperly exempts transfers from state recording taxes. Moreover, the Plan Proponents filed on February 12 a Memorandum of Law in support of the confirmation of the Plan they proposed for Waters Edge. On the same date, Natalie Anderson, vice president of the special situations group for Wells Fargo, National Bank, also delivered to the Court a declaration in support of the Plan Proponents' Amended Plan. Wachovia Bank is a wholly owned subsidiary of Wells Fargo. Also, on February 12, the Plan Proponents delivered to the Court certain additional documents as attachments to the Plan. They include copies of: -- An Exit Loan Agreement between Waters Edge and Wachovia Bank, a full-text copy of which is available for free at: http://bankrupt.com/misc/WtrsEExitAgrmt.pdf -- The Liquidation Trust Agreement, a full-text copy of which is available for free at: http://bankrupt.com/misc/WtrsELiqTrstAgrmt.pdf -- A Pledge and Security Agreement between the Waters Edge Liquidation Trust and Wachovia Bank, whereby the Liquidation Trust grants to Wachovia Bank and certain lenders a security interest in certain collateral, including net proceeds recovered from the pursuance of claims against Ruden, McCloskey, Smith, Schuster & Russell, P.A., and Mark Grant in the Circuit Court of the Sixth Judicial District in and for Pinellas County, Florida. The subject matter of the RMSSR Claims relates to legal services provided in connection with real estate and improvements in Clearwater, Florida, which are now owned by the Lenders as a result of the sale. A full-text copy of the Pledge and Security Agreement is available for free at: http://bankrupt.com/misc/WtrsESecAgrmt.pdf -- A UCC Financing Statement of the Waters Edge Liquidation Trust, a copy of which is available for free at: http://bankrupt.com/misc/WtrsEUCCFinS.pdf Plan Objections Overruled, Other Confirmation Order Provisions Judge Walrath overruled all objections, responses and statements in opposition to the Plan. She clarified that any Claim asserted to be a Priority Claim under Section 507(a)(4) of the Bankruptcy Code, if allowed, will be subject to a $10,950 statutory cap, including but not limited to any claim filed by Opus Architects & Engineers. Any Claim asserted to be a Priority Claim under Section 507(a)(7) of the Bankruptcy , if allowed, will be subject to a $2,415 statutory cap. The Confirmation Order also provides for: 1. the approval of the formation, implementation and effectiveness of the Liquidation Trust; 2. the approval of Executive Sounding Board Associates as Liquidation Trustee; 3. the approval of the Exit Financing proposed by the Plan Proponent and Exit Lenders; and 4. the affirmation of the "Global Settlement" among Debtors Waters Edge, 400 Beach Drive L.L.C., Clearwater Bluff, L.L.C., Opus South Corporation, and Opus South Development, L.L.C., on the one hand, and certain Lenders and Wachovia Bank as agent for the lenders, on the other hand. The Settlement contemplates the parties' mutual release of claims arising from transactions related to Waters Edge, any pledge of the properties of the Debtors, or to any other claims related to the Subject Properties. On the Plan Effective Date, all property of the Debtor's estate will vest in the Liquidation Trust, free and clear of all claims, liens, and encumbrances but subject to (i) the first priority lien of Wachovia Bank for the benefit of the Lenders under the terms of the Pledge Agreement, the DIP Financing Order and Litigation Trust, and (ii) the first priority lien created in favor of Wachovia Bank for the benefit of the Exit Lenders pursuant to the Exit Financing Agreement, as may be applicable. The first priority lien of the DIP Agent for the benefit of the DIP Lenders will continue until the creation and implementation of the Liquidation Trust and upon such creation, the Agent for the benefit of the Exit Lenders will have a first priority lien on all assets of the Liquidation Trust; however the lien on Avoidance Actions and related proceeds will be limited to the extent the Exit Financing is used for the purpose of prosecuting or investigating the Avoidance Actions. Under the Confirmation Order, Judge Walrath further ruled that: 1. the deadline by which any party holding an Administrative Claim accruing after the period covered by any prior Administrative Claims Bar Date and the date of Confirmation will be 30 days after the Confirmation Date; 2. all of the Debtor's professionals who were retained under the Bankruptcy Code can file their final fee applications for fees and expenses incurred through the date of entry of the Confirmation Order within 30 days of the Plan Effective Date; and 3. no person is entitled to an Allowed Claim for substantial contribution pursuant to Section 503 of the Bankruptcy Code. The Confirmation Order also approves settlements between the Debtor and Wachovia Bank, as DIP Agent, and the other Lenders related to two possible refunds owed to the owner of the Waters Edge Property resulting from the Debtor's participation in various government incentives programs. The Debtor agreed to assign all of its rights to the Refunds to Wachovia Bank for the benefit of the Lenders at Closing: * The first Refund is a refund of sales taxes on construction materials used in the construction of the Waters Edge totaling $807,076. Wachovia Bank, accordingly, for the benefit of the Lenders reduced the amount of their Allowed Unsecured Claim by $807,076 as a result of payments received from the State of Florida in connection with the Enterprise Zone Program. * The second Refund is a refund for certain impact fees and public infrastructure improvements that is owed by the City of Clearwater in connection with a certain development agreement between the Community Redevelopment Agency of the City of Clearwater, Florida, and Opus South Development LLC. Wachovia Bank agreed that the Lenders' Allowed Unsecured Claim would be reduced by $300,000 in exchange for the assignment to the Lenders of all of OSD's rights under the Development Agreement at Closing. A full-text copy of the Findings of Fact and Conclusions Confirming the Chapter 11 Plan for Waters Edge is available for free at http://bankrupt.com/misc/WtrsEConfOrd.pdf About Opus South Headquartered in Atlanta, Georgia, Opus South Corporation -- http://www.opuscorp.com/-- provides an array of real estate related services across the United States including real estate development, architecture & engineering, construction and project management, property management and financial services. The Company and its affiliates filed for Chapter 11 on April 22, 2009 (Bankr. D. Del. Lead Case No. 09-11390). Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors in their restructuring efforts. The Debtors propose to employ Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial Corporation as real estate broker, Delaware Claims Agency LLC as claims agent. The Debtors have assets and debts both ranging from $50 million to $100 million. Bankruptcy Creditors' Service, Inc., publishes Opus West Bankruptcy News. The newsletter tracks the separate Chapter 11 proceedings of Opus West Corp. and Opus South Corp. and their related debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) OPUS SOUTH: Proposes Polsinelli as Conflict Counsel --------------------------------------------------- Opus South Corp. and its units ask the Court for authority to employ Polsinelli Shughart PC as their special conflicts counsel nunc pro tunc to January 18, 2010. Anne Marie Solberg, Opus South Corporation's chief restructuring officer, says Greenberg Traurig and Landis Rath & Cobb may be unable to represent the Opus South Debtors with respect to certain claims and causes of action due to actual or potential conflicts of interest among certain parties. She further notes that Polsinelli has advised Opus South that it had previously been involved in the Debtors' Chapter 11 cases in a separate limited capacity, however, the engagement ended and has been closed, therefore, Polsinelli poses no adverse interest or conflict to the contemplated employment. Polsinelli's services will include providing legal analysis and advice with respect to the Debtors' efforts to recoup funds and income for Opus South, which may be adverse to other Debtors and, if appropriate, file cross-debtor proofs of claim. The Debtors will pay for Polsinelli's services in accordance with the firm's customary hourly rates, subject to a $5,000 cap for services rendered. Polsinelli's hourly rates range from $250 to $475 per hour for shareholders, from $175 to $250 per hour for associates and senior counsel and from $75 to $125 per hour for paraprofessionals. The primary Polsinelli attorneys and paralegals expected to represent the Debtors and their hourly rates are: Christopher A. Ward (shareholder) $400 Justin K. Edelson (associate) $250 Shanti M. Katona (associate) $250 Lindsey M. Suprum (paralegal) $175 Christopher A. Ward, Esq., a shareholder at Polsinelli, assures the Court that his firm is a "disinterested person" as the term is defined under Section 101(14) of the Bankruptcy Code. About Opus South Headquartered in Atlanta, Georgia, Opus South Corporation -- http://www.opuscorp.com/-- provides an array of real estate related services across the United States including real estate development, architecture & engineering, construction and project management, property management and financial services. The Company and its affiliates filed for Chapter 11 on April 22, 2009 (Bankr. D. Del. Lead Case No. 09-11390). Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors in their restructuring efforts. The Debtors propose to employ Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial Corporation as real estate broker, Delaware Claims Agency LLC as claims agent. The Debtors have assets and debts both ranging from $50 million to $100 million. Bankruptcy Creditors' Service, Inc., publishes Opus West Bankruptcy News. The newsletter tracks the separate Chapter 11 proceedings of Opus West Corp. and Opus South Corp. and their related debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) PACIFIC ETHANOL: Ryan Turner Joins Board, Inks Indemnity Agreement ------------------------------------------------------------------ The board of directors of Pacific Ethanol, Inc., appointed Ryan W. Turner as a member of the Board on February 18, 2010. On the same day, the Company entered into an Indemnity Agreement with Mr. Turner. The Company agrees to indemnify Mr. Turner to the fullest extent permitted by the Delaware General Corporation Law if (a) Mr. Turner is a party to or threatened to be made a party to or otherwise involved in any proceeding, or (b) if Mr. Turner is a party to or threatened to be made a party to or otherwise involved in any proceeding by or in the right of the Company to procure a judgment in its favor against any and all expenses actually and reasonably incurred by Mr. Turner in connection with the investigation, defense, settlement or appeal of any such proceeding. The Company's indemnification obligations are subject to certain exceptions, including on account of bad faith, knowingly fraudulent or deliberately dishonest or willful misconduct by Mr. Turner. The Indemnity Agreement contains other terms and conditions customary to indemnity agreements. About Pacific Ethanol Pacific Ethanol Holding Co. LLC and four affiliates filed for Chapter 11 on May 17, 2009 (Bankr. D. Del. Case No. 09-11713). Judge Kevin Gross handles the case. Attorneys at Cooley Godward Kronish LLP represent the Debtors as counsel. Attorneys at Potter Anderson & Corroon LLP are co-counsel. Epiq Bankruptcy Solutions LLC is the claims agent. Pacific Ethanol Holding disclosed $50 million to $100 million in assets and $100 million to $500 million in debts in its petition. Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy Marketing LLC, and Pacific Ag. Products, LLC, have not filed for Chapter 11 bankruptcy protection. The Company is expected to continue to manage the Plant Subsidiaries under an Asset Management Agreement and Kinergy and PAP are expected to continue to market and sell the Plant Subsidiaries' ethanol and feed production under existing Marketing Agreements. PALM INC: Says Q3 FY2010 Revenues Miss Forecast by Wide Margin -------------------------------------------------------------- Palm, Inc. expects that revenues for the third quarter of fiscal year 2010 will be in the range of $285 million to $310 million on a GAAP basis and in the range of $300 million to $320 million on a non-GAAP basis. Palm said revenues for the quarter and full year are being impacted by slower than expected consumer adoption of the company's products that has resulted in lower than expected order volumes from carriers and the deferral of orders to future periods. Accordingly, Palm expects fiscal year 2010 revenues to be well below its previously forecasted range of $1.6 billion to $1.8 billion. "Palm webOS is recognized as a groundbreaking platform that enables one of the best smartphone experiences available today, and our work to evolve the platform and bring industry-leading technology to market continues. However, driving broad consumer adoption of Palm products is taking longer than we anticipated," said Jon Rubinstein, chairman and chief executive officer. "Our carrier partners remain committed, and we are working closely with them to increase awareness and drive sales of our differentiated Palm products." The Company expects to close its third fiscal quarter with a cash, cash equivalents and short-term investments balance in excess of $500 million. The Wall Street Journal's Yukari Iwatani Kane and Niraj Sheth report that in an e-mail to employees obtained by the Journal, Mr. Rubinstein suggested part of the fault lay largely with Verizon Wireless, which began selling its new phones in January. The Journal says Mr. Rubinstein wrote that "[Verizon Wireless] acknowledged that their execution of our launch was below expectations and recommitted to working with us to improve sales." According to the Journal, Palm declined to make Mr. Rubinstein available, but spokeswoman Lynn Fox said his e-mail shows a recognition that Palm also takes responsibility for its performance, saying that "the entire executive team has been working extremely hard to improve product performance." The Journal notes sales of Palm's new phones, unveiled last year with much fanfare, have stalled amid tough competition, heavy marketing by carriers for rival devices and a dearth of "apps," the programs and games that have driven much of the appetite for smart phones. According to the Journal, Palm's warning highlights the tough position it's in as a small company in an increasingly crowded market that has attracted bigger and better-funded rivals such as Apple Inc. and Google Inc., which have larger communities of developers creating programs for their devices. Palm will announce its third-quarter fiscal year 2010 financial results on March 18, shortly after 4 p.m. Eastern (1 p.m. Pacific), followed by a conference call for the public at 4:30 p.m. Eastern (1:30 p.m. Pacific). The conference call will be hosted by Mr. Rubinstein, chairman and chief executive officer, and Doug Jeffries, chief financial officer. About Palm Inc. Sunnyvale, California-based Palm, Inc. (NASDAQ: PALM) creates intuitive and powerful mobile experiences that enable consumers and businesses to connect to their information in more useful and usable ways. Palm products are sold through select Internet, retail, reseller and wireless operator channels, and at the Palm online store at http://www.palm.com/store At November 30, 2009, Palm had total assets of $1.32 billion in total assets against total current liabilities of $848.1 million; long-term debt of $388.0 million; non-current deferred revenues of $235.7 million; non-current tax liabilities of $6.28 million; Series B redeemable convertible preferred stock of $270.4 million; Series C redeemable convertible preferred stock of $17.8 million; resulting in stockholders' deficit of $439.3 million. PIONEER DRILLING: Moody's Assigns 'B3' Rating on $250 Mil. Notes ---------------------------------------------------------------- Moody's Investors Service assigned a B3 first-time rating to Pioneer Drilling Company's proposed $250 million senior unsecured notes due 2018 and a B2 Corporate Family Rating. Proceeds from the note offering will be used to reduce approximately $240 million of the $258 million of debt under the company's $325 million senior secured revolving credit facility. Additionally, Moody's assigned a SGL-3 Speculative Grade Liquidity rating. The outlook is stable. The ratings are subject to review of final documentation. "Pioneer's proposed note offering will refinance existing debt, lengthen debt maturities and improve liquidity," commented Francis J. Messina, Moody's Vice-President/Senior Analyst. Pioneer's B2 CFR rating is supported by seasoned management, a high quality drilling rig asset base, geographic diversification and operating risk diversification across most active basins, and a good historical track record. In addition to drilling services, Pioneer's production services division provides well services and includes 74 workover rigs, 65 wireline units, and diverse fishing and rental tool service offering. Pioneer's rating also reflects the cyclicality and difficult market conditions of the onshore land rig sub-sector which is prone to intense volatility. The company is exposed to the mature North American land drilling market and the inherent volatility of the natural gas industry, which is expected to remain weak over the next twelve to eighteen months. However, as oil prices have recovered more quickly, Moody's expect Pioneer to focus more of its fleet on the oil plays. In addition, to continue to benefit from this opportunity, Pioneer may need to increase capital expenditures to upgrade more of its rigs as the market increasingly focuses on unconventional drilling. Pioneer's SGL-3 rating reflects adequate liquidity over the next four quarters primarily due to pro forma availability on its $325 million senior secured revolver maturing August 31, 2012, which will reduce to $225 million upon successful completion of the $250 million notes offering and giving effect to a new amendment to Pioneer's senior secured revolving credit facility. The facility will be secured by substantially all domestic assets, including equity interests in subsidiaries except Pioneer Services Holdings. The amended facility has financial covenants that include asset coverage and borrowing base calculations if senior leverage is over 2.25x. Senior debt excludes unsecured and subordinated debt. Pro forma for the offering, Moody's estimates senior debt at $14 million, absent any significant increases in capital spending. Additionally, if senior leverage is greater than 2.5x, there is a limitation on capital expenditures. The stable outlook is based on an expectation that Pioneer restrains its capital expenditures and operating costs to levels largely in line with its operating cash flow while achieving its growth targets. The outlook could also be pressured or the ratings downgraded if the company were to significantly increase debt and/or outspend its operating cash flow above its current range. The ratings for the senior unsecured notes reflect both the overall probability of default of the company, to which Moody's assigns a PDR of B2, and a loss given default of LGD 5, 72%. The B3 rating of the senior unsecured notes reflects their position in Pioneer's capital structure, including the subordination to all first lien senior secured creditors and guarantees of existing and future subsidiaries. Pioneer Drilling Company, headquartered in San Antonio, Texas, provides land contract drilling services as well as production services to independent and major oil and gas exploration and production companies. PROTECTIVE PRODUCTS: Sun Capital Buys Business for $10.7 Million ---------------------------------------------------------------- Protective Products of America Inc. won approval from the Bankruptcy Court to sell it business for $10.7 million to an affiliate of Sun Capital Partners Inc., Bill Rochelle at Bloomberg News reported. The Sun Capital affiliate, as stalking horse bidder, started the auction with a bid of $8 million. According to the report, the Creditors Committee unsuccessfully blocked approval of the sale. The Committee had argued that the contact included so many price adjustments that it was impossible to determine if the sale was reasonable. About Protective Products Sunrise, Florida-based Protective Products of America, Inc., formerly known as Ceramic Protection Corporation -- http://www.protectiveproductsofamerica.com/-- engages in the design, manufacture and marketing of advanced products used to provide ballistic protection for personnel and vehicles in the military and law enforcement markets. The Company filed for Chapter 11 bankruptcy protection on January 13, 2010 (Bankr. S.D. Fla. Case No. 10-10711). The Company's affiliates -- PC Holding Corporation of America; Ceramic Protection Corporation of America; Protective Products International Corp.; and Protective Products of North Carolina, LLC -- also filed separate Chapter 11 petitions. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. PROTOSTAR LTD: Seeks May 25 Extension of Plan Filing Deadline ------------------------------------------------------------- ProtoStar Ltd. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive periods to file and solicit acceptances of a chapter 11 plan of reorganization for three months. Specifically, the Debtors want their exclusive plan filing deadline extended to May 25, 2010, and their exclusive solicitation deadline to July 26, 2010. The Debtors have twice filed a bankruptcy-exit plan. The first version was filed in September 2009. The Joint Chapter 11 Plan respected the corporate separateness of each of the ProtoStar entities and did not provide for the substantive consolidation of ProtoStar. ProtoStar reserved its rights to seek confirmation of the Plan with respect to one or more of the ProtoStar entities at anytime while holding off on the confirmation process with respect to other ProtoStar entities. A second amended Chapter 11 Plan was filed on January 26, 2010. Under that version, ProtoStar seeks confirmation of the Plan with respect to ProtoStar I Ltd. separately and intends to seek confirmation of the Plan with respect to each of the ProtoStar entities in the near future. ProtoStar says the three-month extension of the Exclusivity Periods will allow it to pursue the confirmation process that has already begun with respect to the Plan without the specter of distraction and derailment that one or more competing chapter 11 plans could oppose. During the fourth quarter of 2009, ProtoStar obtained court approval for the sale of its PS I Satellite and PS II Satellite. ProtoStar is looking to maximize the value of certain other assets and has commenced its claims reconciliation process. An April 8 hearing has been slated to consider approval of the Debtors' request. About ProtoStar Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite operator formed in 2005 to acquire, modify, launch and operate high-power geostationary communication satellites for direct-to- home satellite television and broadband internet access across the Asia-Pacific region. The Company and its affiliates filed for Chapter 11 on July 29, 2009 (Bankr. D. Del. Lead Case No. 09-12659). The Debtor selected Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of Appleby as their Bermuda counsel; UBS Securities LLC as financial advisor & investment banker and Kurtzman Carson Consultants LLC as claims and noticing agent. The Debtors have tapped UBS Securities LLC as investment banker and financial advisor. Also on July 29, 2009, ProtoStar and its affiliates, including ProtoStar Development Ltd., commenced a coordinated proceeding in the Supreme Court of Bermuda. John C. McKenna of Finance & Risk Services Ltd. as liquidator of the Bermuda Group. In their Chapter 11 petition, the Debtors listed between US$100 million and US$500 million each in assets and debts. As of December 31, 2008, ProtoStar's consolidated financial statements, which include non-debtor affiliates, showed total assets of US$463,000,000 against debts of US$528,000,000. QIMONDA AG: Bankruptcy Halts International Trade Commission Case ---------------------------------------------------------------- In Qimonda AG's Chapter 15 case, U.S. Bankruptcy Judge Robert G. Mayer from Alexandria, Virginia, entered a memorandum opinion last week that proceedings in the International Trade Commission aren't police or regulatory actions and therefore are automatically halted when a defendant files bankruptcy. LSI Corporation and Agere Systems, Inc., initiated an action against 20 respondents, including Qimonda, before the ITC under Sec. 337 of the Tariff Act of 1930, 19 U.S.C. Sec. 1337, et seq. They alleged that the respondents were infringing their patents and sought an order prohibiting any infringing devices from being imported into the Untied States. The action was pending before an administrative law judge when the U.S. Bankruptcy Court entered an order recognizing Qimonda's bankruptcy case in Munich as the main proceeding and the automatic stay became effective. The issue in question was whether the automatic stay in bankruptcy halt proceedings before the ITC or they exempt as a police or regulatory action. Section 362(b)(4) of the Bankruptcy Code states that the commencement or continuation of an action or proceeding by a governmental unit is not covered by the automatic stay. The ITC argues that it is the moving party and that LSI and Agere are simply complaining parties. Judge Mayer noted that LSI and Agere initiated the proceeding. LSI and Agere negotiated settlements with various respondents who have been dismissed from the case. The ITC did not participate in the negotiation of the settlements. "The reality is that the ITC and its administrative law judges are the forum before whom the action was brought by LSI and Agere and who are seeking the protection of their property rights." According to Judge Mayer, "Rather than being the governmental unit that is enforcing the patents, the ITC is the forum before which private litigants are enforcing their patents." A copy of the Opinion is available for free at: http://bankrupt.com/misc/Qimonda_ITC_Opinion.pdf About Qimonda AG Germany-based Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading global memory supplier with a diversified DRAM product portfolio. The Company generated net sales of EUR1.79 billion in financial year 2008 and had -- prior to its announcement of a repositioning of its business -- approximately 12,200 employees worldwide, of which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond (Virginia, USA). The Company provides DRAM products with a focus on infrastructure and graphics applications, using its power saving technologies and designs. Qimonda is an active innovator and brings high performance, low power consumption and small chip sizes to the market based on its breakthrough Buried Wordline technology. Qimonda AG commenced insolvency proceedings with a local court in Munich, Germany, on January 23, 2009. On June 15, 2009, QAG filed a petition for relief under Chapter 15 of the Bankruptcy Code (Bankr. E.D. Virginia Case No. 09-14766). Qimonda North America Corp., an indirect and wholly owned subsidiary of QAG, is the North American sales and marketing subsidiary of QAG. QNA is also the parent company of Qimonda Richmond LLC. QNA and QR filed for Chapter 11 on February 20 (Bankr. D. Del. Lead Case No. 09-10589). Mark D. Collins, Esq., Michael J. Merchant, Esq., and Maris J. Finnegan, Esq., at Richards Layton & Finger PA, represents the Debtors as counsel. Roberta A. DeAngelis, the United States Trustee for Region 3, appointed seven creditors to serve on an official committee of unsecured creditors. Jones Day and Ashby & Geddes represent the Committee. In its bankruptcy petition, Qimonda Richmond, LLC, listed more than US$1 billion each in assets and debts. The information was based on Qimonda Richmond's financial records which are maintained on a consolidated basis with Qimonda North America Corp. QIMONDA NA: To Sell More Tools & Equipment to Texas Instruments --------------------------------------------------------------- Qimonda Richmond, LLC, and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize the: -- sale of certain assets to Texas Instruments Incorporated, free and clear of encumbrances, pursuant to Section 363 of the Bankruptcy Code; and -- purchase of certain additional assets (certain 300mm semiconductor manufacturing equipment) from Overland Leasing Group, LLC, for $1,460,903 in connection with the sale to TI. The Debtors intend to sell these assets to TI: (i) 34 300mm tools; (ii) various related assets as replacement parts and diagnostic equipment; and (iii) 3 300mm tools that the Debtors is purchasing from Overland. Pursuant to the agreement, the Debtors will convey to TI the assets for $20,700,000, subject to bigger and better offers. As part of the "stalking-horse" agreement, the Debtors ask for authority to pay TI a break-up fee of $25,000,000 and an expense reimbursement, capped at $20,000,000, if the assets are sold to another party. In connection with the further market test of the assets, the Debtors these schedules. Bid deadline: March 10, 2010, at 4:00 p.m. (prevailing New York City time.) Auction: March 12, 2010, 9:00 a.m. (NYC.) Sale Hearing: March 16, 2010, at 11:30 a.m. (NYC.) At the sale hearing, the Debtors will present to the Bankruptcy Court the results of the auction. Objections to the sale, if any, are due on March 8, at 4:00 p.m. To recall, Qimonda previously sold key assets to Texas Instruments Incorporated for $172.5 million. Qimonda conveyed to TI most of its assets, which include (a) the 300mm tools; (b)various office equipment, furniture, information technology equipment, process tools, facility-related systems, support equipment and tool replacement parts; and (c) the 300mm tools that the Debtor is purchasing from the related purchase agreements. Additional Assets to be Sold The Debtors also entered into two asset purchase agreements for a significant portion of the remaining assets: (a) Richmond Semiconductor LLC agreed to purchase the real estate and certain related assets for $12,000,000; and (b) Global Alliance Tech, Limited agreed to buy ASML XL:1400F scanned and certain related assets for $7,800,000. About Qimonda North America Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading global memory supplier with a diversified DRAM product portfolio. The Company generated net sales of EUR1.79 billion in financial year 2008 and had -- prior to its announcement of a repositioning of its business -- approximately 12,200 employees worldwide, of which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond (Virginia, USA). The Company provides DRAM products with a focus on infrastructure and graphics applications, using its power saving technologies and designs. Qimonda is an active innovator and brings high performance, low power consumption and small chip sizes to the market based on its breakthrough Buried Wordline technology. Qimonda AG commenced insolvency proceedings with a local court in Munich, Germany, on January 23, 2009. On June 15, 2009, QAG filed a petition for relief under Chapter 15 of the Bankruptcy Code (Bankr. E.D. Virginia Case No. 09-14766). Qimonda North America Corp., an indirect and wholly owned subsidiary of QAG, is the North American sales and marketing subsidiary of QAG. QNA is also the parent company of Qimonda Richmond LLC. QNA and QR filed for Chapter 11 on February 20 (Bankr. D. Del. Lead Case No. 09-10589). Mark D. Collins, Esq., Michael J. Merchant, Esq., and Maris J. Finnegan, Esq., at Richards Layton & Finger PA, represents the Debtors as counsel. Roberta A. DeAngelis, the United States Trustee for Region 3, appointed seven creditors to serve on an official committee of unsecured creditors. Jones Day and Ashby & Geddes represent the Committee. In its bankruptcy petition, Qimonda Richmond, LLC, listed more than US$1 billion each in assets and debts. The information was based on Qimonda Richmond's financial records which are maintained on a consolidated basis with Qimonda North America Corp. RAFAELLA APPAREL: S&P Downgrades Corporate Credit Rating to 'CC' ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its corporate credit rating on New York-based Rafaella Apparel Group, Inc., to 'CC' from 'CCC'. The outlook is negative. In addition, S&P lowered the rating on Rafaella's senior secured notes due 2011 to 'C' (one notch lower than the corporate credit rating) from 'CCC-', and revised the recovery rating to '6', which indicates S&P's expectation of negligible (0%-10%) recovery for note holders in the event of payment default, from '5'. The rating action followed the company's announcement that it plans to pursue a cash exchange offer of up to 51% for its outstanding 11.25% senior secured notes. The tender offer is scheduled to expire on March 19, 2010. S&P estimate Rafaella has about $72 million of reported debt outstanding as of Feb. 22, 2010. "The rating action reflects S&P's expectation that the tender offer purchase may be at a substantial discount to the par amount of the outstanding issue," said Standard & Poor's credit analyst Jacqueline Hui. Under its criteria, S&P assess the tender offer as distressed and S&P view the pending transaction as tantamount to default because of the company's weak financial profile, which S&P believes may continue to deteriorate given the weak economy. It is S&P's understanding that the remaining outstanding balance of the senior secured notes continues to perform and accrue interest as scheduled, and therefore S&P believes there is no contractual default, nor any cross-default to other debt obligations. In addition, Rafaella has entered into an amendment on its existing credit agreement, which will provide up to $10 million in senior secured term financing to fund the proposed tender offer, and the closing of this amended credit agreement is contingent on the consummation of the tender offer and purchase of notes by April 2, 2010. The senior secured term facility ranks ahead of the secured notes in the capital structure. As soon as practical thereafter, S&P would assess Rafaella's capital structure and review the ratings and assess recovery based on the amount of notes it successfully tendered. Based on S&P's preliminary assessment, S&P believes there is a possibility that the corporate credit rating may return to the 'CCC' category, but the company is still significantly affected by the soft retail environment, which is vulnerable to the current weak economy and weak consumer discretionary spending. Rafaella's ability to meaningfully improve its capital structure and restore sufficient covenant cushion and liquidity would be key factors in S&P's assessment of the rating following the debt tender exchange. REDDY ICE: S&P Junks Corporate Credit Rating From 'B' ----------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Dallas, Texas-based Reddy Ice Holdings Inc. and Reddy Ice Corp., its wholly owned operating subsidiary, to 'CC' from 'B'. At the same time, S&P lowered its issue-level rating on Holding's outstanding senior discount notes due 2012 to 'C' from 'CCC+'. The recovery rating on this debt remains '6'. At the same time, S&P removed these ratings from CreditWatch with negative implications where S&P placed them on Feb. 19, 2010. In addition, S&P lowered its issue-level rating on OpCo's senior secured debt to 'B' from 'B+', and this rating remains on CreditWatch with negative implications. The recovery rating on this debt remains unchanged at '2'. The rating outlook is negative. For analytical purposes, S&P view Holdings and its OpCo as one economic entity. Concurrent with the exchange offer, Reddy Ice intends to refinance its existing OpCo senior secured debt with the proposed new $300 million secured first-priority OpCo notes due 2015. Because of the high likelihood that the company will complete the post- exchange capital structure, S&P assigned a 'B-' rating on Reddy Ice's proposed $300 million secured first-priority OpCo notes due 2015. The recovery rating is '3', indicating S&P's expectation for meaningful (50% to 70%) recovery in the event of a payment default. S&P also assigned a 'CCC' rating on the company's proposed new $150 million secured second-priority OpCo notes due 2015. The recovery rating is '6', indicating S&P's expectation for negligible (0% to 10%) recovery in the event of a payment default. Should any portion of Holdings' existing debt remain outstanding, the rating on these notes would be 'CCC', and the recovery rating would be '6', reflecting their subordination and very poor recovery prospects. In addition, S&P will withdraw its 'B' issue-level rating on the OpCo's existing bank loan upon completion of the transaction. The rating actions follow Reddy Ice's recent announcement that it is offering to exchange up to $150 million of new secured second- priority OpCo notes due 2015 for all of the outstanding senior unsecured Holdings notes due 2012. Upon consummation of the exchange transaction, S&P would lower its ratings on the existing Holdings debt that participates in the exchange or tender to 'D' (default) and the corporate credit rating to 'SD' (selective default). It is S&P's preliminary expectation that, in the event the exchange succeeds, S&P would raise the corporate credit rating to 'B-' following the consummation of the exchange transaction and bank refinancing. While S&P recognize that the proposed post-exchange capital structure would increase its debt burden by about $60 million, it would also extend maturities and provide liquidity to the company with greater capacity to not only weather lingering weak macroeconomic conditions and provide Reddy Ice with capital to fund its growth initiatives. The rating actions also reflect S&P's view that, given ongoing weak macroeconomic conditions, the company's weak operating results will continue. Despite the expectation that, pro forma for the transaction, Reddy Ice's liquidity position will improve, these weak operating results will likely lead to constrained free cash flow generation in the near term. The rating actions also incorporate the company's narrow product focus; participation in the highly fragmented and competitive packaged ice industry, which is susceptible to unfavorable economic and weather conditions; seasonal demand for its products; and a vulnerable financial profile. RATHGIBSON INC: Seeks June 30 Extension of Exclusive Period ----------------------------------------------------------- RathGibson Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive period to file a chapter 11 plan through and including June 30, 2010, and their exclusive period to solicit acceptances of the plan through and including August 30, 2010. The Debtors said they have been working with their key constituencies to enter into a global settlement of open issues and anticipate filing an amended chapter 11 plan and related disclosure statement in the near term. The Debtors anticipate that the Plan may reflect a global settlement of (i) various intercompany claims; (ii) the Debtors' dispute with the ad hoc RGCH PIK Noteholders committee; and (iii) issues raised by the Committee regarding various matters. The Debtors initially anticipated exiting chapter 11 in the fourth quarter of 2009. Debtors RathGibson Inc. and Greenville Tube Company filed a Joint Chapter 11 Plan and Disclosure Statement on the Petition Date. An amended version of the disclosure statement explaining the plan was approved by the Court in August 2009. Following the solicitation of votes with respect to the Plan, the Debtors determined it was appropriate to amend the Plan to, among other things, provide for the inclusion of RG Tube Holdings LLC and RGCH Holdings Corp. in the Plan, implement a more tax efficient restructuring, and settle and compromise certain potential intercompany and intercreditor disputes. About RathGibson Headquartered in Lincolnshire, Illinois, RathGibson Inc. -- http://www.RathGibson.com/, http://www.GreenvilleTube.com/ and http://www.ControlLine.com/-- is a worldwide manufacturer of highly engineered stainless steel, nickel, and titanium tubing for diverse industries such as chemical, petrochemical, energy -- power generation, energy -- oil and gas, food, beverage, pharmaceutical, biopharmaceutical, medical, biotechnology, and general commercial. Manufacturing locations include: Janesville, Wisconsin, North Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and Marrero, Louisiana (Mid-South Control Line). In addition to the sales offices in Janesville, North Branch, and Marrero, RathGibson has also strategically placed sales offices in Houston, Texas, USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia; Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna, Austria; and Buenos Aires, Argentina. RathGibson, Inc., together with three affiliates, filed for Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452). Attorneys at Young, Conaway, Stargatt & Taylor and Willkie Farr & Gallagher LLP serve as co-counsel. Jefferies & Company Inc. and Mesirow Financial Consulting LLC have been hired as financial advisors. Kelley Drye & Warren LLP serves as special corporate counsel. Garden City Group is claims and notice agent. The petition says that Rathgibson has assets and debts of $100 million to $500 million. Scott Welkis, Esq., Kristopher M. Hansen, Esq., and Jayme T. Goldstein, Esq., at Stroock & Stroock & Lavan represent Wilmington Trust FSB, as administrative agent, and an ad hoc committee of certain holders of Senior Notes. Attorneys at Richards, Layton & Finger P.A., also represent the ad hoc noteholders committee. READER'S DIGEST: Proposes Protocol for Omnibus Claims Objections ---------------------------------------------------------------- The Reader's Digest Association, Inc., and its Debtor affiliates, notify parties-in-interest that they will present to the Court for signature on February 25, 2010, their request for approval of certain procedures for filing omnibus objections to claims filed, scheduled or otherwise asserted against the Debtors in the Chapter 11 cases. Objections to the request are due February 22. James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New York, relates that the Debtors must review all proofs of claim and other claims asserted against the bankruptcy estates for possible objections as part of the claims reconciliation process, which is underway. To date, the Debtors have filed three omnibus objections against more than 180 claims totaling approximately $20 million. Although the Debtors expect to object to the majority of claims on the grounds enumerated in Rule 3007(d) of the Federal Rules of Bankruptcy Procedure, certain claims necessitate objections on additional grounds not expressly set forth therein, including that the claims, in whole or in part: -- are inconsistent with the Debtors' books and records; -- fail to specify the asserted claim amount, other than "unliquidated"; -- seek recovery of amounts for which the Debtors are not liable; -- are incorrectly or improperly classified; -- have been formally withdrawn by the claimant through the filing of a pleading or a Court order indicating withdrawal of the claim; -- are filed against non-debtors or are filed against multiple Debtors; -- fail to specify a Debtor against whom the claim is asserted; -- are disallowed pursuant to Section 502 of the Bankruptcy Code; and -- fail to sufficiently specify the basis for the claim or provide sufficient supporting documentation. To minimize the cost, confusion and delay otherwise attendant to preparing and filing individual objections on a claim-by-claim basis, the Debtors seek to object to more than 100 claims in an omnibus objection format consistent with the proposed objection procedures, Mr. Sprayregen says. The Objection Procedures describe the key aspects of the objection process, including: (a) the form of Omnibus Objection, exhibits and supporting documentation; (b) the form of Objection Notice; (c) the information necessary for affected creditors to attempt to informally resolve the objection to their claim and file a formal response, and the implications of failing to timely resolve the objection; (d) information relating to filing a formal reply to a filed response; and (e) information relating to discovery and hearings on Omnibus Objections. To protect the due process rights of creditors, the Debtors will comply with the procedural safeguards for other omnibus claim objections set forth in Rule 3007(e). The Debtors also intend to serve affected creditors with a customized omnibus objection notice. In terms of efficiency, Mr. Sprayregen contends that the Objection Procedures allow the Debtors to complete the claims reconciliation process in a timely, efficient and cost-effective manner by avoiding the costs, resources and delay attendant to preparing and filing tens of hundreds individualized objections based on the same underlying grounds. In terms of due process, the procedures protect due process rights by implementing the same safeguards for omnibus objections set forth in Rule 3007(e) and the individualized noticing process, he continues. About The Reader's Digest Association RDA is a global multi-brand media and marketing company that educates, entertains and connects audiences around the world. The company builds multi-platform communities based on branded content. With offices in 44 countries, it markets books, magazines, and music, video and educational products reaching a customer base of 130 million in 78 countries. It publishes 94 magazines, including 50 editions of Reader's Digest, the world's largest-circulation magazine, operates 65 branded Web sites generating 22 million unique visitors per month, and sells 40 million books, music and video products across the world each year. Its global headquarters are in Pleasantville, N.Y. Reader's Digest said that as of June 30, 2009, it had total assets of US$2.2 billion against total debts of US$3.4 billion. Reader's Digest, together with its 47 affiliates, filed for Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529). Kirkland & Ellis LLP has been engaged as general restructuring counsel. Mallet-Prevost, Colt & Mosle LLP has been tapped as conflicts counsel. Ernst & Young LLP is auditor. Miller Buckfire & Co, LLC, is financial advisor. AlixPartners, LLC, is restructuring consultant. Kurtzman Carson Consultants is notice and claims agent. The Official Committee of Unsecured Creditors is tapping BDO Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as investment banker and Otterbourg, Steindler, Houston & Rosen, P.C., as counsel. Bankruptcy Creditors' Service, Inc., publishes Reader's Digest Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Reader's Digest and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) RECTICEL NA: Gets Court OK for $4 Million DIP Financing ------------------------------------------------------- The Hon. Phillip J. Shefferly of the U.S. Bankruptcy Court for the Eastern District of Michigan authorized, on a final basis, Recticel North America, Inc., and Recticel Interiors North America, LLC, to obtain a senior secured, debtor-in-possession financing of up to $4,000,000 from Recticel N.V./S.A. The Debtors requested approval for a DIP funding of up to $10 million. The Debtors would use the money for the orderly continuation of the operation of their businesses. As adequate protection for any diminution in value of the DIP lenders' collateral, the Debtors will grant the DIP lender (i) replacement liens on all of the Debtors' prepetition and postpetition assets, (ii) superpriority administrative expense claim. About Recticel North America Brussels-based Recticel SA (NYSE Euronext: REC) --- http://www.recticel.com/-- makes and sells foam filling for automobiles. Two units of Recticel -- Recticel North America, Inc., and Recticel Interiors North America, LLC -- filed for Chapter 11 on Oct. 29, 2009 (Bankr. E.D. Mich. Case No. 09-73411). RINA makes and sell interior trim for cars in the United States and RUNA operates in the manufacture of Colo-fast light-stable polyurethane compounds, which are used by RINA. RINA and RUNA have 250 employees. Together, the Auburn Hills, Michigan-based companies reported revenue of US$69.6 million in 2008 and US$28.3 million for the first nine months of 2009. Combined assets are US$13.9 million, with combined debt totaling US$105.9 million. The case is In re Recticel North America Inc., 09-73411, U.S. Bankruptcy Court, Eastern District Michigan (Detroit). REMEDIAL CYPRUS: Asks for U.S. Court OK to Obtain DIP Financing --------------------------------------------------------------- Remedial (Cyprus) Public Company Ltd. has asked for authorization from the U.S. Bankruptcy Court for the Southern District of New York to obtain postpetition secured financing from Norsk Tillitsmann ASA, as loan trustee on behalf of the prepetition noteholders. The DIP lenders have committed to provide up to $5 million as a term loan. Prior to the entry of the final order, and subject to the entry of an interim order approving the Debtor's request to obtain DIP financing, the Debtor will be permitted to borrow up to an aggregate of $2 million. Scott Cargill, Esq., at Lowenstein Sandler PC, explains that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. The obligations under the DIP Facility are due and payable on the period from the closing date to: (i) 30 days after the Petition Date if a Final Order hasn't been entered by that date; (ii) 10 months after the Petition Date or (vi) 45 days after the date on which the Debtor has filed a motion for entry of an order approving bidding procedures related to the sale of all or substantially all of the assets of the Debtor if, by that time, an order hasn't been entered. The DIP Facility will accrue interest on a daily basis at a rate equal to 12.0% per annum, which will be compounded into the principal outstanding amount of the Obligations at the end of each month and will be payable on the earlier to occur of the date on which the Obligations are repaid and the Termination Date. Upon the termination declaration date, the outstanding principal amount of the obligations will accrue interest at the rate in effect plus 3.0%, and that interest will be payable on demand. The DIP Obligations will be secured by a first-priority perfected security interest and valid, perfected, enforceable and non- avoidable liens as of the Petition Date which were senior in priority to liens securing obligations owing to the Loan Trustee under the Bond Loan Agreement as of the Petition Date. The Debtor will grant: (i) the DIP Loan Trustee and the DIP Lenders allowed superpriority administrative expense claims; And (ii) the DIP Loan Trustee, for the benefit of itself and the DIP Lenders, automatically perfected security interests in and liens on all of the DIP Collateral. The Debtor will pay the principal, interest, fees, expenses and other amounts payable under each of the DIP Documents as they become due. The DIP lien is subject to a carve-out for U.S. Trustee and Clerk of Court fees; up to $250,000 in fees payable to professional employed by the Debtor and any statutory committee; and fees payable to a Chapter 7 trustee in an aggregate amount not to exceed $25,000. A copy of the DIP financing agreement is available for free at: http://bankrupt.com/misc/REMEDIAL_CYPRUS_dipfinancingpact.pdf Mr. Cargill says that the Debtor will also use the Cash Collateral to provide additional liquidity. The Prepetition Note Trustee will be granted continuing, valid, binding, enforceable, non- avoidable and automatically perfected postpetition security interests in and liens on all of the DIP Collateral as partial adequate protection to the Prepetition Note Trustee. As further adequate protection, the Prepetition Note Trustee and Prepetition Noteholders will be granted an allowed superpriority administrative expense claim in each of the Case and any Successor Case. About Remedial (Cyprus) Based in Limassol, Cyprus, Remedial (Cyprus) Public Company owns and operates self-propelled jack up rigs called Elevating Support Vessels. The vessels facilitate offshore well intervention activities and work-over services. Remedial (Cyprus) Public Company Ltd. -- dba Brufani Shipmanagement Limited and Remedial Cyprus Limited -- filed for Chapter 11 bankruptcy protection on February 17, 2010 (Bankr. S.D.N.Y. Case No. 10-10782). Kenneth A. Rosen, Esq., at Lowenstein Sandler, P.C., assists the Company in its restructuring effort. The Company estimated its assets and debts at $100,000,001 to $500,000,000. REMEDIAL CYPRUS: Taps Lowenstein Sandler as Bankruptcy Counsel -------------------------------------------------------------- Remedial (Cyprus) Public Company Ltd. has asked for authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ Lowenstein Sandler PC as bankruptcy counsel, effective as of the Petition Date. Lowenstein Sandler will, among other things: (a) take necessary actions to protect and preserve the Debtor's estate during the pendency of the Debtor's Chapter 11 case, including the prosecution of actions by the Debtor, the defense of actions commenced against the Debtor, negotiations concerning litigation in which the Debtor is involved and objecting to claims filed against the estate; (b) prepare on behalf of the Debtor, as debtor-in-possession, necessary motions, applications, answers, orders, reports and papers in connection with the administration of the Debtor's Chapter 11 case; (c) counsel the Debtor with regard to its rights and obligations as debtor-in-possession; and (d) appear in Court and to protect the interests of the Debtor before the Court. John K. Sherwood, a member of Lowenstein Sandler, says that the firm will be paid based on the hourly rates of its personnel: Members (Principals) $425-$785 Senior Counsel $350-$570 Counsel $335-$500 Associates $230-$400 Paralegals & Assistants $120-$210 Mr. Sherwood assures the Court that Lowenstein Sandler is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. About Remedial (Cyprus) Based in Limassol, Cyprus, Remedial (Cyprus) Public Company owns and operates self-propelled jack up rigs called Elevating Support Vessels. The vessels facilitate offshore well intervention activities and work-over services. Remedial (Cyprus) Public Company Ltd. -- dba Brufani Shipmanagement Limited and Remedial Cyprus Limited -- filed for Chapter 11 bankruptcy protection on February 17, 2010 (Bankr. S.D.N.Y. Case No. 10-10782). Kenneth A. Rosen, Esq., at Lowenstein Sandler, P.C., assists the Company in its restructuring effort. The Company estimated its assets and debts at $100,000,001 to $500,000,000. REMEDIAL CYPRUS: Wants March 18 Deadline for Filing of Schedules ---------------------------------------------------------------- Remedial (Cyprus) Public Company Ltd. has asked the U.S. Bankruptcy Court for the Southern District of New York to extend by an additional 15 days until March 18, 2010, the deadline for the filing of schedules of assets and liabilities, statements of financial affairs, and schedules of executory contracts and unexpired leases. The Debtor anticipates that the current March 3, 2010 deadline won't be enough to prepare the schedules and statements, as the Debtor must gather substantial information from its books and records and documentation held by third parties across the world. According to the Debtor, the time of its financial personnel during the early stages of this case has been consumed with many new tasks as it transitions into Chapter 11, including the solicitation and negotiation of debtor-in-possession financing. About Remedial (Cyprus) Based in Limassol, Cyprus, Remedial (Cyprus) Public Company owns and operates self-propelled jack up rigs called Elevating Support Vessels. The vessels facilitate offshore well intervention activities and work-over services. Remedial (Cyprus) Public Company Ltd. -- dba Brufani Shipmanagement Limited and Remedial Cyprus Limited -- filed for Chapter 11 bankruptcy protection on February 17, 2010 (Bankr. S.D.N.Y. Case No. 10-10782). Kenneth A. Rosen, Esq., at Lowenstein Sandler, P.C., assists the Company in its restructuring effort. The Company estimated its assets and debts at $100,000,001 to $500,000,000. ROBERT MILLER: U.S. Trustee Unable to Form Creditors Committee -------------------------------------------------------------- Robert D. Miller Jr., the acting U.S. Trustee for Region 18, notified the U.S. Bankruptcy Court for the Eastern District of Washington that he was unable to appoint an official committee of unsecured creditors in the Chapter 11 case of Premium Developments LLC. The U.S. Trustee related that there were insufficient indications of willingness from the unsecured creditors to serve on a creditors committee. East Wenatchee, Washington-based Premium Developments LLC filed for Chapter 11 bankruptcy protection on December 4, 2009 (Bankr. E.D. Wash. Case No. 09-06746). Allan L. Galbraith, Esq., at Davis Arneil Law Firm LLP assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. RUBICON US REIT: Must Negotiate with Global Only Until March 8 -------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Rubicon US REIT Inc. won approval from the Bankruptcy Court for a prepetition agreement made where Global Asset Capital LLC has the exclusive right to negotiate for an acquisition of the business until March 8. A group of holders of notes issued by Rubicon US REIT, Inc., has filed a motion seeking the termination of Rubicon's exclusive periods to propose and solicit acceptances of a plan. The Rubicon Noteholders say the Debtors were forced to file for bankruptcy as a result of a series of "disastrous errors committed by their directors and their attorney." Rubicon, according to the Noteholders, entered into a one-sided, secret letter of intent with Global Asset Capital LLC that put "Rubicon and the other Debtors on a disastrous and value-diminishing course". They argue that giving them the right to propose a plan will undo what they called the company's "irresponsible and ill-advised" decision before bankruptcy to sign the agreement with Global. The motion on the right to file a plan was pushed back to March 1. Before the Chapter 11 filing on Jan. 20, Global obtained a restraining order from the Delaware Chancery Court precluding Rubicon from negotiating with anyone else under a letter of intent from November. To avoid damages resulting from violating the agreement, Rubicon decided to sign an exclusivity agreement with Global and have it approved by the bankruptcy judge. About Rubicon US REIT Rubicon US REIT Inc. is a Chicago-based real estate investment trust. Rubicon filed for Chapter 11 bankruptcy protection on January 20, 2010 (Bankr. D. Del. Case No. 10-10160). Attorneys at Phillips, Goldman & Spence, have been tapped as bankruptcy counsel. Phillips, Goldman & Spence, P.A. is Delaware bankruptcy counsel Grant Thornton LLP is the Company's financial advisor. Garden City Group is the claims and notice agent. In its petition, the Company listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. The Company's affiliates -- Rubicon GSA II, LLC, et al. -- also filed Chapter 11 petitions. SINOBIOMED INC: Issues 1,000,000 Shares for $300,000 Debt --------------------------------------------------------- SinoBiomed Inc. on February 17, 2010, issued 1,000,000 shares of common stock of the Company to two individuals with respect to the conversion of a debt of $300,000 owing to an entity in Singapore at a conversion price of $0.30 per share. The Company believes that the issuance is exempt from registration under Regulation S or Section 4(2) under the Securities Act as the securities were issued to the individuals through an offshore transaction which was negotiated and consummated outside of the United States. Delinquent Reporting Sinobiomed has not filed its quarterly report for the period ended March 31, 2009, and its annual report for the period ended December 31, 2008. On May 20, 2009, the Company's securities were dropped from the OTCBB to the Pink Sheets as a result of the Company not filing its Form 10-K within the 30-day grace period after the extended deadline for the filing of the Form 10-K. Sinobiomed Inc.'s consolidated balance sheet at September 30, 2008, showed total assets of $8,355,042 and total liabilities of $16,506,425, resulting in total stockholders' deficit of $8,151,383. About Sinobiomed Sinobiomed Inc. formerly CDoor Corp. (OTC BB: SOBM) -- http://www.sinobiomed.com/-- was incorporated in the State of Delaware. The Company is a Chinese developer of genetically engineered recombinant protein drugs and vaccines. Based in Shanghai, Sinobiomed currently has 10 products approved or in development: three on the market, four in clinical trials and three in research and development. The Company's products respond to a wide range of diseases and conditions, including: malaria, hepatitis, surgical bleeding, cancer, rheumatoid arthritis, diabetic ulcers and burns, and blood cell regeneration. Going Concern Doubt Schumacher & Associates Inc., in Denver, expressed substantial doubt about Sinobiomed Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended December 31, 2007. The auditing firm reported that the Company has experienced losses since commencement of operations and has negative working capital and a stockholders' deficit. The Company is in the process of researching, developing, testing and evaluating proposed new pharmaceutical products and has not yet determined whether these products are technically or economically feasible. Management's plan is to actively search for new sources of capital, including government and non- government grants toward research projects and new equity investment. SIX FLAGS: Gets Nod for $6.86MM Flatiron Premium Finance Pact ------------------------------------------------------------- Six Flags Inc. and its units sought and obtained the Court's authority to enter into a premium finance agreement with Flatiron Capital, a division of Wells Fargo Bank, N.A., to obtain credit from Flatiron in the amount of $6,860,092. Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A. in Wilmington, Delaware, tells the Court that the Debtors, in order to continue operating in the ordinary course of business, are required to maintain various insurance policies. According to Mr. DeFranceschi, the Debtors have engaged in discussions with various companies in the business of providing insurance premium financing and determined that Flatiron offers the most advantageous terms. The Premium Finance Agreement contemplates these terms: (a) Flatiron will give the Debtors a total financing grant of $6,860,092; (b) The annual percentage rate is 4.99%; (c) The credit will mature on September 31, 2010; (d) The credit is to be paid in nine monthly payments, each in the amount of $778,168; (e) The Debtors, so long as financing a commercial policy, will pay a late charge equal to 5% of the payment due on each payment not received by the lender within five days after the due date, except as the default charges exceed the maximum charge permitted by law; (f) If a default by the Debtors results in the cancellation of any Named Policies, the Debtors will pay Flatiron an amount equal to the maximum cancellation charge permitted by law; (g) The Debtors grant Flatiron a security interest in all insurance policies listed under the Schedule of Policies and all unearned premium, return premium, dividend payments, and loss payments; and (h) The Debtors will pay Flatiron a financing grant in the amount of $143,421. In view of the agreement, at the Debtors' behest, the Court determined that Flatiron's lien and security interest in these premiums be senior to (i) the rights of the Debtors' estates in these or any subsequent proceedings under the Bankruptcy Code,; and (ii) the rights of any person claiming a lien or security interest in any of the Debtors' assets, to the extent allowed by Section 364(c)(1) of the Bankruptcy Code. Additionally, the Court determined that Flatiron's liens and security interests as duly perfected without further action by Flatiron. In the event of default by the Debtors under the Agreement, Flatiron requests that it be permitted by the Court to exercise its rights without moving for relief from automatic stay and without further order the Court. About Six Flags Headquartered in New York City, Six Flags, Inc., is the world's largest regional theme park company with 20 parks across the United States, Mexico and Canada. Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr. D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T. Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings, Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors' lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP, serves as special counsel. Houlihan Lokey Howard & Zukin Capital Inc., serves as financial advisors, while KPMG LLC acts as accountants. Kurtzman Carson Consultants LLC serves as claims and notice agent. As of March 31, 2009, Six Flags had $2,907,335,000 in total assets and $3,431,647,000 in total liabilities. Bankruptcy Creditors' Service, Inc., publishes Six Flags Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Six Flags Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000). SIX FLAGS: Proposes Settlement with Commonwealth Insurance ---------------------------------------------------------- Six Flags Inc. and its units seek approval from the U.S. Bankruptcy Court for the District of Delaware of a settlement agreement and release between and among the Debtors and Commonwealth Insurance Company. Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A. in Wilmington, Delaware, relates that on August 29, 2005, Six Flags New Orleans, one of the Debtors' parks located in New Orleans, Louisiana, was severely damaged as a result of Hurricane Katrina, and thereafter was unable to open for business. By an agreement with the landlord for Six Flags New Orleans, the Debtors were able to terminate their interest in the leased property comprising of Six Flags New Orleans, Mr. DeFranceschi says. The Debtors then filed a lawsuit against Commonwealth and other property insurers, which is pending before the U.S. District Court for the Eastern District of Louisiana, concerning the Debtors' rights to payments under the Commonwealth insurance policy in connection with its losses from Hurricane Katrina. In February 2008, the District Court ruled in summary judgment that the flood insurance sub-limit was applicable to the Commonwealth Policy. According to Mr. DeFranceschi, the Debtors appealed this ruling in April 2009 to the United States Court of Appeals of the Fifth Circuit, which reversed the District Court's entry of judgment for Commonwealth, remanding coverage issues as to the Commonwealth Policy back to the District Court for further consideration. In this regard, the Debtors and Commonwealth recently engaged in arms-length discussions concerning a settlement resolving their liabilities in connection with the Lawsuit and any loss sustained by the Debtors at Six Flags New Orleans. In November 2009, Commonwealth and the Debtors entered into the settlement. In accordance with the Settlement, Commonwealth agreed to pay the Debtors a one-time payment in full satisfaction of the Debtors' Claims against Commonwealth with respect to any losses incurred at Six Flags New Orleans. In exchange of the payment, the Debtors and Commonwealth agreed to release the other party from all manner of actions in connection with the Lawsuit and the Appraisals. The Settlement allows the Debtors to avoid costly, burdensome and uncertain litigation by fully resolving potential insurance claims, Mr. DeFranceschi tells the Court. He believes it is critical to the Debtors and their estates and creditors that the Settlement be effective immediately. On behalf of the Debtors, Mr. DeFranceschi asks the Court for a waiver of the 14-day stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. In a separate filing, the Debtors ask the Court that their Settlement Agreement and Release with Commonwealth be filed under seal. About Six Flags Headquartered in New York City, Six Flags, Inc., is the world's largest regional theme park company with 20 parks across the United States, Mexico and Canada. Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr. D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T. Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings, Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors' lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP, serves as special counsel. Houlihan Lokey Howard & Zukin Capital Inc., serves as financial advisors, while KPMG LLC acts as accountants. Kurtzman Carson Consultants LLC serves as claims and notice agent. As of March 31, 2009, Six Flags had $2,907,335,000 in total assets and $3,431,647,000 in total liabilities. Bankruptcy Creditors' Service, Inc., publishes Six Flags Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Six Flags Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000). SIX FLAGS: U.S. Trustee Opposes Merrill as Financial Advisor ------------------------------------------------------------ Roberta A. De Angelis, acting United States Trustee for Region 3 asks the Court to deny Six Flags Inc.'s application to employ Merrill Lynch, Pierce, Fenner & Smith Incorporated as Financial Advisor to the Board of Directors. The Office of the United States Trustee tells the Court that it objects to the employment of Merrill Lynch because the firm has an interest adverse to the Debtors in light of its ownership and affiliation with Bank of America Securities LLC and Bank of America N.A., both of which are exit financing entities in the Debtors' Chapter 11 cases. In an effort to resolve the uncertainties surrounding the plan process, in September 2009, the Board determined that it was appropriate to retain experienced professionals to render independent financial advisory services to the Board in connection with the Debtors' Chapter 11 cases to assist the Board in evaluating various alternatives available to the Debtors. According to Jeffrey R. Speed, the Debtors' chief financial officer, the Debtors' ultimate goal in employing Merrill Lynch is to provide the Board, and by extension, the Debtors, their estates, and other parties in interest, with an independent review and analysis regarding various available alternatives and to assist the Debtors in exiting chapter 11 quickly and efficiently. About Six Flags Headquartered in New York City, Six Flags, Inc., is the world's largest regional theme park company with 20 parks across the United States, Mexico and Canada. Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr. D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T. Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings, Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors' lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP, serves as special counsel. Houlihan Lokey Howard & Zukin Capital Inc., serves as financial advisors, while KPMG LLC acts as accountants. Kurtzman Carson Consultants LLC serves as claims and notice agent. As of March 31, 2009, Six Flags had $2,907,335,000 in total assets and $3,431,647,000 in total liabilities. Bankruptcy Creditors' Service, Inc., publishes Six Flags Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Six Flags Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000). SONIC AUTOMOTIVE: BlackRock Holds 7.29% of Class A Shares --------------------------------------------------------- BlackRock Inc. disclosed that as of December 31, 2009, it may be deemed to beneficially own 2,921,370 shares or roughly 7.29% of the Class A common stock of Sonic Automotive, Inc. Headquartered in Charlotte, North Carolina, Sonic Automotive, Inc. (NYSE: SAH) -- http://www.sonicautomotive.com/-- is the nation's third-largest automotive retailer, operating 145 franchises. At December 31, 2009, the Company had total assets of $2,068,855,000; against total current liabilities of $1,006,901,000, long-term debt of $552,150,000, and other long- term liabilities of $141,052,000; resulting in stockholders' equity of $368,752,000. * * * As reported by the Troubled Company Reporter on February 2, 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Sonic Automotive to 'B+' from 'CCC+'. The TCR on January 29, 2010, said Moody's Investors Service upgraded to B2 from Caa1 the Corporate Family and Probability of Default ratings of Sonic Automotive, as well as certain individual debt issues. SONIC AUTOMOTIVE: Dimensional Fund Holds 3.22% of Class A Shares ---------------------------------------------------------------- Dimensional Fund Advisors LP disclosed that as of December 31, 2009, it may be deemed to beneficially own 1,289,958 shares or roughly 3.22% of the Class A common stock of Sonic Automotive, Inc. Headquartered in Charlotte, North Carolina, Sonic Automotive, Inc. (NYSE: SAH) -- http://www.sonicautomotive.com/-- is the nation's third-largest automotive retailer, operating 145 franchises. At December 31, 2009, the Company had total assets of $2,068,855,000; against total current liabilities of $1,006,901,000, long-term debt of $552,150,000, and other long- term liabilities of $141,052,000; resulting in stockholders' equity of $368,752,000. * * * As reported by the Troubled Company Reporter on February 2, 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Sonic Automotive to 'B+' from 'CCC+'. The TCR on January 29, 2010, said Moody's Investors Service upgraded to B2 from Caa1 the Corporate Family and Probability of Default ratings of Sonic Automotive, as well as certain individual debt issues. SONIC AUTOMOTIVE: FMR, Fidelity Hold 14.282% of Class A Shares -------------------------------------------------------------- FMR LLC and Edward C. Johnson 3d disclosed that they may be deemed to hold 5,913,398 shares or roughly 14.282% of the Class A common stock of Sonic Automotive, Inc. Fidelity Management & Research Company, a wholly owned subsidiary of FMR LLC, is the beneficial owner of 4,117,494 shares or 9.945% of the Class A shares 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 Class A Common Stock of Sonic Automotive owned by the investment companies at December 31, 2009 included 327,294 shares of Class A Common Stock resulting from the assumed conversion of $4,380,000 principal amount of SONIC AUTO 5% CV 10/1/29 (74.7245 shares of Class A Common Stock for each $1,000 principal amount of debenture). The ownership of one investment company, Fidelity Low-Priced Stock Fund, amounted to 2,800,000 shares or 6.763% of the Class A Common Stock outstanding. Edward C. Johnson 3d and FMR LLC, through its control of Fidelity, and the funds each has sole power to dispose of the 4,117,494 shares owned by the Funds. Headquartered in Charlotte, North Carolina, Sonic Automotive, Inc. (NYSE: SAH) -- http://www.sonicautomotive.com/-- is the nation's third-largest automotive retailer, operating 145 franchises. At December 31, 2009, the Company had total assets of $2,068,855,000; against total current liabilities of $1,006,901,000, long-term debt of $552,150,000, and other long- term liabilities of $141,052,000; resulting in stockholders' equity of $368,752,000. * * * As reported by the Troubled Company Reporter on February 2, 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Sonic Automotive to 'B+' from 'CCC+'. The TCR on January 29, 2010, said Moody's Investors Service upgraded to B2 from Caa1 the Corporate Family and Probability of Default ratings of Sonic Automotive, as well as certain individual debt issues. SONIC AUTOMOTIVE: Loomis Sayles Holds 5.16% of Class A Shares ------------------------------------------------------------- Loomis, Sayles & Co., L.P., disclosed that as of December 31, 2009, it may be deemed to beneficially own 2,069,583 shares or roughly 5.16% of the Class A common stock of Sonic Automotive, Inc. Headquartered in Charlotte, North Carolina, Sonic Automotive, Inc. (NYSE: SAH) -- http://www.sonicautomotive.com/-- is the nation's third-largest automotive retailer, operating 145 franchises. At December 31, 2009, the Company had total assets of $2,068,855,000; against total current liabilities of $1,006,901,000, long-term debt of $552,150,000, and other long- term liabilities of $141,052,000; resulting in stockholders' equity of $368,752,000. * * * As reported by the Troubled Company Reporter on February 2, 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Sonic Automotive to 'B+' from 'CCC+'. The TCR on January 29, 2010, said Moody's Investors Service upgraded to B2 from Caa1 the Corporate Family and Probability of Default ratings of Sonic Automotive, as well as certain individual debt issues. SONIC AUTOMOTIVE: Swings to $31,548,000 Net Income for 2009 ----------------------------------------------------------- Sonic Automotive, Inc., swung to net income of $31,548,000 for the year ended December 31, 2009, from a net loss of $692,349,000 for 2008. Total revenues were $6,131,709,000 for 2009 from 7,008,108 for 2008. At December 31, 2009, the Company had total assets of $2,068,855,000; against total current liabilities of $1,006,901,000, long-term debt of $552,150,000, and other long- term liabilities of $141,052,000; resulting in stockholders' equity of $368,752,000. B. Scott Smith, the Company's President, said, "The operating initiatives that our stores have been refining over the course of this year continued to drive value for us in the fourth quarter. Vehicle volume for both our new and used business was up nicely as a result of our e-Commerce, advertising and other strategies. Our strong luxury brand mix contributed to our performance as pre-tax profits at our luxury-branded stores were up significantly compared to the prior year quarter. As we progressed through the fourth quarter and the industry-wide new vehicle sales volume rose, we saw dealership profits rise substantially due to our ability to leverage the cost reductions we've made throughout the year." The Company said its overall liquidity position improved in 2009 as a result of its repayment of its 5.25% Convertible Notes, its 6.0% Convertible Notes and all but $17.0 million of its 4.25% Convertible Notes through the issuance of 10,350,000 shares of Class A common stock and $172.5 million of 5.0% Convertible Notes which generated $266.4 million of net proceeds. In addition, subsequent to December 31, 2009, the Company replaced its 2006 Credit Facility which was scheduled to expire in February 2010 with a new credit facility. On January 15, 2010, Sonic Automotive entered into an amended and restated syndicated credit agreement dated January 15, 2010, with Bank of America, N.A., as administrative agent and Bank of America, N.A., DCFS USA LLC, BMW Financial Services NA, LLC, Toyota Motor Credit Corporation, JPMorgan Chase Bank, N.A., Wachovia Bank, National Association, Comerica Bank and World Omni Financial Corp., as Lenders and Wells Fargo Bank National Association, as LC issuer. The Revolving Facility matures on August 15, 2012. The Revolving Facility has a borrowing limit of $150 million, which may be expanded up to $215 million in total credit availability upon satisfaction of certain conditions. The Revolving Facility is available for acquisitions, capital expenditures, working capital and general corporate purposes. On January 15, 2010, Sonic and certain of its subsidiaries also entered into a syndicated floorplan credit facility with Bank of America, N.A., as administrative agent, and Bank of America, N.A., JPMorgan Chase Bank, N.A., Wachovia Bank, National Association and Comerica Bank, as lenders. The Floorplan Facility is comprised of a new vehicle revolving floorplan facility in an amount up to $321 million and a used vehicle revolving floorplan facility in an amount up to $50 million, subject to compliance with a borrowing base. Sonic may, under certain conditions, request an increase in the Floorplan Facility by up to $125 million, which shall be allocated between the New Vehicle Floorplan Facility and the Used Vehicle Floorplan Facility as Sonic requests, with no more than 15% of the aggregate commitments allocated to the commitments under the Used Vehicle Floorplan Facility. The New Vehicle Floorplan Facility provides availability to finance new vehicle inventory pursuant to borrowing requests or new vehicle drafts presented by specific vehicle manufacturers or distributors. The Used Vehicle Floorplan Facility provides availability to finance the acquisition of used vehicle inventory, other working capital and capital expenditures and for other lawful purposes. The Floorplan Facility matures on August 15, 2012. In addition to existing bilateral floor plan credit arrangements with DCFS USA LLC, Ford Motor Credit Company LLC, GMAC, Inc. (formally known as General Motors Acceptance Corporation), and BMW Financial Services NA, Inc., on or before January 15, 2010, Sonic also entered into bilateral floor plan credit arrangements with Toyota Motor Credit Corporation and World Omni Financial Corp. Collectively, the bilateral floor plan credit facilities provide financing for new and used vehicle inventory purchased from the respective manufacturer affiliates of these captive finance companies (and, in some cases, also provide financing for new and used vehicle inventory purchased from non-affiliated manufacturers). Each of the separate floor plan facilities bear interest at variable rates based on prime rate or LIBOR. Sonic's obligations under each of these bilateral floor plan arrangements are guaranteed by Sonic and are secured by liens on substantially all of the assets of the respective Sonic subsidiaries that receive financing under these arrangements. Lenders under the Revolving Facility are also parties to the Floorplan Facility or various floor plan arrangements with Sonic and its subsidiaries. Sonic and its affiliates also have commercial banking, investment banking, mortgage financing, retail lending and other lending relationships with certain of the lenders under the Revolving Facility, Floorplan Facility and the separate floor plan credit arrangements, or affiliates of such lenders. For some of these lending arrangements for the benefit of certain Sonic affiliates, the particular lending arrangement is secured by Sonic common stock held by the particular affiliate. Sonic has also entered into derivative transactions with certain of the lenders under the Revolving Facility and Floorplan Facility or their affiliates, including interest rate swaps and warrant and hedge transactions. Additional details on the 2010 Facility and other agreements are available at no charge at http://ResearchArchives.com/t/s?54f1 A full-text copy of the Company's earnings release is available at no charge at http://ResearchArchives.com/t/s?54f2 A full-text copy of the Company's annual report on Form 10-K is available at no charge at http://ResearchArchives.com/t/s?54f3 About Sonic Automotive Headquartered in Charlotte, North Carolina, Sonic Automotive, Inc. (NYSE: SAH) -- http://www.sonicautomotive.com/-- is the nation's third-largest automotive retailer, operating 145 franchises. * * * As reported by the Troubled Company Reporter on February 2, 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Sonic Automotive to 'B+' from 'CCC+'. The TCR on January 29, 2010, said Moody's Investors Service upgraded to B2 from Caa1 the Corporate Family and Probability of Default ratings of Sonic Automotive, as well as certain individual debt issues. SPANSION INC: Demands Documents from Convertible Noteholders ------------------------------------------------------------ Spansion Inc. and its units tell the Court that they have produced 127,000 pages of documents responsive to the Ad Hoc Committee of Convertible Noteholders' document requests on a rolling basis through mid-January 2010. Following the receipt of an equity financing proposal from the Convertible Committee on January 15, 2010, counsel for the Debtors called counsel for the Convertible Committee on January 15, 2010, and informally requested that they provide evidence sufficient to show all intended participants, subscribers or investors in the proposed financing. Counsel for the Convertible Committee did not provide those information. On February 1, 2010, the Debtors served on the Convertible Committee the First Set of Requests for Production of Documents. Among other things, the Debtors' requests formalized the previously informal request for evidence sufficient to show all intended participants, subscribers or investors in the Convertible Committee's financing proposal. The Debtors' Requests also seek the production of documents regarding the identity of members of the Converts Committee, communications between the Converts Committee and their retained professionals, and communications between the Convertible Committee or their professionals, on the one hand, and the Ad Hoc Equity Committee or their professionals, on the other hand. However, the Debtors maintain, the Convertible Committee has not produced a single document in response to the Debtors' requests. The Debtors, hence, ask the Court to require the Convertible Committee: (a) to produce documents responsive to the Debtors' request no later than February 19, 2010; (b) to identify and provide copies of all demonstrative exhibits no later than February 19, 2010; (c) to identify the subject matters about which Luc Despins will be questioned at the Confirmation Hearing no later than February 19, 2010; and (d) to exclude Greg Poncetta from offering testimony or evidence in connection with the Confirmation Hearing. The Debtors relate that they have expended considerable efforts and expense to produce documents, provide witnesses for deposition and adhere to the agreed upon discovery schedule while the Convertible Committee blatantly disregard the rules and their agreement, and completely ignored any discovery requests served upon them. Moreover, the Debtors aver, Mr. Poncetta should be excluded from offering expert testimony or any other evidence at the Confirmation Hearing. According to the Debtors, the Convertible Committee did not disclose him until February 9, 2010, well past the January 27 deadline for expert identification and expert report disclosure. In support of the Debtors' request, Amy C. Quartarolo, Esq., at Latham & Watkins LLP, in Wilmington, Delaware, affirmed the Debtors' allegations that the Convertible Committee refused to respond to the Debtors' document requests. About Spansion Inc. Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/-- is a Flash memory solutions provider. Spansion is a former joint venture of AMD and Fujitsu. Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International, Inc., and Cerium Laboratories LLC filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The United States Trustee has appointed an official committee of unsecured creditors in the case. As of September 30, 2008, Spansion disclosed total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Spansion Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) SPANSION INC: Wants Spansion Japan's $761-Mil. Claim Disallowed --------------------------------------------------------------- Spansion Inc. and its units and the Official Committee of Unsecured Creditors separately ask the Court to disallow Spansion Japan Limited's rejection damages claim in its entirety. Spansion Japan filed with the Court Proof of Claim No. 1165 seeking payment of $761,238,570 in rejection damages against Spansion LLC arising from a rejection of a Second Amended and Restated Foundry Agreement between Spansion LLC and Spansion Japan, dated March 30, 2007. According to the Debtors, Spansion Japan's Rejection Damages Claim should be disallowed because: (a) As an initial matter, nowhere in the Proof of Claim does Spansion Japan offer any facts to support its alleged theory of damages, thus failing to meet its burden of establishing a prima facie case; (b) It defies logic that Spansion Japan's Rejection Damages Claim could possibly be as high as $761 million. It is absurd for Spansion Japan to have a claim large enough to return equity upside to the Debtors. Accordingly, Spansion Japan's damages are naturally limited to what it owes to its own creditors. (c) Any Rejection Damages Claim is subject to Section 502(d) of the Bankruptcy Code, which provides that preferential transferees' claims must be disallowed unless that transferee returns or otherwise compensates the debtor for any avoidable transfer. The Debtors tell the Court that when appropriate deductions are taken from the greatest possible amount of Spansion Japan's damages, Spansion Japan's maximum claim for rejection damages is $165 million. For its part, the Committee asserts that approximately $86 million in prepetition transfers from Spansion LLC to Spansion Japan are avoidable as preferential transfers under Section 547 of the Bankruptcy Code and are not otherwise subject to any applicable defenses. The Committee avers that until Spansion Japan has paid the amount for which it is liable as a transferee of a Preferential Transfer, the Spansion Japan Claim should be disallowed. About Spansion Inc. Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/-- is a Flash memory solutions provider. Spansion is a former joint venture of AMD and Fujitsu. Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International, Inc., and Cerium Laboratories LLC filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The United States Trustee has appointed an official committee of unsecured creditors in the case. As of September 30, 2008, Spansion disclosed total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Spansion Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) SPANSION INC: Contrarian Ineligible to Join Rights Offering ----------------------------------------------------------- Contrarian Funds, LLC, asks the Bankruptcy Court to compel Spansion Inc. to recognize as valid the subscription forms that it submitted in respect of certain claims purchased after the Rights Offering Record Date. On December 17, 2009, the Debtors filed their Plan of Reorganization, setting forth the general terms of the Rights Offering of New Spansion Common Stock to Rights Offering Participants. Pursuant to the Plan, a Rights Offering Participant means "Each Holder of a Class 5A Claim, Class 5B Claim or Class 5C Claim as of the Rights Offering Record Date that is deemed to be allowed in the amount equal to or greater than $100,000 for purposes of voting on the Plan pursuant to the provisions of the Disclosure Statement Order." Pursuant to the Plan and the Order Confirming the Disclosure Statement, the Rights Offering Record Date was fixed as December 14, 2009. On January 25, 2010, Contrarian executed Transfer of Claim agreements purchasing these claims against the Debtors, each entitling the holder to participate in the Rights Offering: Allowed Class Transferor 5B Claim Amount ---------- --------------- AIG Commercial Equipment Finance, Inc. $2,321,956 HCL Comnet System & Services Ltd. 1,156,584 HCL Technologies Ltd. 1,236,354 HCL America Inc. 1,142,196 On January 25, 2010, Contrarian submitted Subscription Forms and Subscription Agreements in respect of each of the Claims. On February 1, 2010, Epiq Bankruptcy Solutions, LLC as Claims and Voting Agent, informed Contrarian by telephone that the Subscription Forms submitted by it were deemed defective because Contrarian was not the record holder as of December 14, 2009. By this motion, Contrarian asks the Court to compel the Debtors to recognize the Subscription Forms that it submitted in respect of the claims as valid because: (a) other, similarly-situated creditors have transferred their Subscription Rights simply by disregarding the terms of the Plan and the Subscription Agreement; and (b) the Rights Offering Record Date set forth in the Plan is arbitrary and capricious. Debtors Object The relief Contrarian Funds, LLC seeks would necessarily prejudice the large and complex reorganization of the Debtors and rights of enumerable other creditors and parties-in-interest as the Rights Offering has already been fully funded and all eligible shares have been allocated to participants, says Sommer L. Ross, Esq., at Duane Morris, LLP, in Wilmington, Delaware. According to Ms. Ross, Contrarian's participation would require the Court to order that shares that have already been allocated to and paid for another party be transferred to Contrarian despite Contrarian's failure to adhere to the rules established for the Rights Offering. "Because Contrarian was properly deemed ineligibe to participate in the Rights Offering pursuant to the explicit terms of the Disclosure Statement Order, the Motion should be denied," Ms. Ross avers. About Spansion Inc. Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/-- is a Flash memory solutions provider. Spansion is a former joint venture of AMD and Fujitsu. Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International, Inc., and Cerium Laboratories LLC filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On February 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The United States Trustee has appointed an official committee of unsecured creditors in the case. As of September 30, 2008, Spansion disclosed total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said that Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Spansion Inc. and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) SPECTRUM BRANDS: D.E. Shaw Laminar Owns 13.33% of Stock ------------------------------------------------------- D. E. Shaw Laminar Portfolios, L.L.C., filed a Schedule 13D on Februay 22, 2010, to report its acquisition of beneficial ownership of 5% or more of Spectrum Brands' Common Stock, $0.01 par value. D. E. Shaw Laminar Portfolios has previously filed a statement on Schedule 13-G/A to report this acquistion. D. E. Shaw Laminar Portfolios, L.L.C., et al., disclosed that as of February 16, 2010, they may be deemed to beneficially own shares of Spectrum Brands, Inc.'s common stock, $0.01 par value per share: Shares Beneficially Company Owned Percentage ------- ------------ ---------- D. E. Shaw Laminar Portfolios, L.L.C. 4,069,995 13.3% D. E. Shaw & Co., L.L.C. 4,069,995 13.3% D. E. Shaw & Co., L.P. 4,069,995 13.3% David E. Shaw 4,069,995 13.3% The percentage of beneficial ownership is based upon 30,629,213 common shares issued and outstanding as of February 8, 2010, as reported by Spectrum Brands in its Form 10-Q, as filed with the SEC on February 10, 2010. A full-text copy of D. E. Shaw Laminar's Schedule 13D is available for free at http://researcharchives.com/t/s?554a About Spectrum Brands Headquartered in Atlanta, Georgia, Spectrum Brands, Inc. (OTC: SPEB) -- http://www.spectrumbrands.com./-- is a global consumer products company and a leading supplier of batteries, shaving and grooming products, personal care products, specialty pet supplies, lawn & garden and home pest control products, personal insect repellents and portable lighting. Its brand portfolio includes Rayovac(R), Remington(R), Varta(R), Tetra(R), Marineland(), Nature's Miracle(R), Dingo(R), 8-in-1(R), Spectracide(R), Cutter(R), Repel(R), and HotShot(R). On February 9, 2010, the Company signed a merger agreement with Russell Hobbs, Inc. The consummation of the merger is anticipated to occur by the end of the third or fourth quarter of Spectrum Brands' fiscal year 2010. * * * As reported in the TCR on February 12, 2010, Moody's Investors Service placed the ratings of Spectrum Brands on review for possible upgrade following its recent announcement that it had signed a definitive merger agreement with Russell Hobbs, Inc. These ratings are placed under review: * Corporate family rating at B3; * Probability of default rating at B3; * $1.3 billion senior secured term loan due June 2012 at B3 (LGD 3, 49%); * $218 senior subordinated notes due 2013 at Caa2 (LGD 6, 92%); and * The LGD assessments are not on review, but are subject to change. The last rating action was on October 6, 2009, when Moody's assigned a B3 CFR and PDR with a stable outlook. SPHERIS INC: Court OKs CBay-Led Auction on April 13 --------------------------------------------------- Spheris Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware for a sale process where MedQuist Inc. and CBay Inc., portfolio companies of CBaySystems Holdings Ltd., would be the lead bidder at an auction. An auction will be held on April 13, if competing bids are received by April 8. The Debtor will present the results of the auction at a hearing on April 15. Subsidiaries of CBAy are under contract to buy the assets of Spheris for $75.25 million, absent competing bids for the assets. CBay will obtain ownership of substantially all of the assets of the Debtors, except, among other things, substantially all avoidance claims or causes of auctions available under Chapter 5 of the Bankruptcy Code. CBay will receive a break-up fee of $2.1 million and expense reimbursement of up to $375,000, in the event the Debtors closed a deal with another buyer. The lenders will be able to bid using their pre- and post- bankruptcy loans rather than cash. Ableco Finance LLC serves as agent to the prepetition and DIP lenders. "I am very pleased by today's positive court ruling, as it continues the process forward for MedQuist. We believe the combination of these organizations will result in an even stronger team of talented and skilled professionals to serve Spheris customers and the healthcare market," stated MedQuist CEO Peter Masanotti. He continued, "Our goal is to provide an extensive portfolio of products, technologies and solutions, and a seamless transition that maintains a high level of quality service for all customers. In fact, it is our intent that account representatives, medical transcriptionists, and other service and QA professionals will remain as currently assigned to the Spheris customers. We stand by our commitment to excellence in customer satisfaction and service levels 24 hours a day, every day, and we recognize the critical value of our work as it supports our customers' efforts to provide high quality patient care nationally and internationally." Spheris already has final approval for a $15 million loan to finance its Chapter 11 case. About Spheris Based in Franklin, Tennessee, Spheris Inc. -- http://www.spheris.com/-- is a global provider of clinical documentation technology and services. Spheris Inc., along with five affiliates, filed for Chapter 11 on Feb. 3, 2010 (Bankr. D. Del. Case No. 10-10352). Attorneys at Young Conaway Stargatt & Taylor, LLP, and Willkie Farr & Gallagher LLP represent the Debtors in their Chapter 11 effort. Jefferies & Company serve as financial advisors to the Debtors. Attorneys at Schulte Roth & Zabel LLP and Landis Rath & Cobb LLP serve as counsel to the prepetition and DIP lenders. Garden City Group Inc. is claims and notice agent. The petition says that assets range from $50,000,001 to $100,000,000 while debts range from $100,000,001 to $500,000,000. ST MARY'S: Moody's Upgrades Debt Rating on Hospital Bonds to 'Ba2' ------------------------------------------------------------------ Moody's Investors Service has upgraded the debt rating assigned to St. Mary's Hospital's bonds to Ba2 from Ba3. The upgrade is attributable to three years of consistently profitable operating performance that has allowed St. Mary's to rebuild cash and investment balances to adequate levels. The outlook remains stable at the higher rating level. Legal Security: The Series E bonds are secured by an absolute and unconditional general obligation of the Obligated Group and a pledge of Gross Receipts (as defined in the bond documents) and a first mortgage on the Mortgaged Premises (as defined in the bond documents). The Obligated Group consists of St. Mary's Hospital Corporation, an acute care hospital in Waterbury, Connecticut. Consolidated subsidiaries include: the Franklin Medical Group employed physician practice that provides outpatient services; Scovill Medical Group, which owns and operates physician practices in the area; Naugatuck Valley Surgical Center, in which the Hospital has approximately 84% equity interest and provides outpatient surgical services; and Southbury Diagnostic Imaging Center, in which the Hospital has a 60% equity interest and provides outpatient imaging services. The hospital represents approximately 87% of consolidated assets and 82% of consolidated operating revenues. This analysis incorporates the financial performance of the entire consolidated health system. Interest Rate Derivatives: None. Strengths * Financial performance has stabilized over the past three years and fiscal year 2009 was a very good year with operating cash flow growing 38% to $18.0 million (7.4% operating cash flow margin) * Unrestricted cash and investments have doubled since fiscal year end 2006 and at December 31, 2009, days cash on hand and cash to debt are adequate at 51 days and 111%, respectively Challenges * Significantly underfunded defined benefit pension that requires annual contributions and inhibits St. Mary's ability to access capital and invest in its facility * Challenging payer mix with over 20% Medicaid (based on gross charges) * Multiple years of under-investment in the hospital's physical plant; the capital spending level has been below 1.0 times for many years * Approximately $5 million per year in annual operating lease expense that reduces debt service coverage levels significantly when treated to a debt equivalent Recent Developments/Results FY 2009 was St. Mary's third consecutive year of operating profitability, which is the primary factor behind the upgrade of St. Mary's debt rating to Ba2 from Ba3. FY 2009 operating cash flow of $18.0 million (7.4% operating cash flow margin) is 38% greater than FY 2008 and Moody's adjusted maximum annual debt service coverage improved to 3.9 times from 2.9 times. Importantly, St. Mary's has doubled its unrestricted cash and investments position to $33.3 million at December 31, 2009 from only $14.4 million at FYE 2006. This translates to approximately 51days cash on hand and 111% cash to debt, respectively, metrics that provide St. Mary's some cushion to absorb operating stresses. A modest decline in inpatient admissions was offset by increasing acuity, reduced average length of stay, an increase in surgical volumes, and importantly, good expense control. Admissions declined 4.8% to 11,466 in FY 2009 (although an increase in short- stay observation stays accounted for some of the decline) and the Medicare case mix index increased to 1.56 from 1.49 in FY 2008. Surgical volume increased 6.5%, although they are still below prior years. Overall revenue growth of 4.6% was adequate, but also below prior years. Expense management efforts included a reduction in length of stay and other proactive measures such as freezing new hires helped to keep operating expense growth to a manageable 2.7%. Although improved operating performance over the last three years suggests that St. Mary's worst days are behind it, the hospital faces several challenges that preclude a higher rating at this time. The defined benefit pension plan, although frozen, remains significantly underfunded by $70.7 million (41% funded ratio on a projected benefit obligation basis) and contributions have risen the last few years from $2.5 million in FY 2006 to an expected $5.8 million in FY 2010. (We note, however that St. Mary's pension plan is a church plan, and therefore is not subject to ERISA funding requirements.) Additionally, St. Mary's has increased the use of operating leases with annual lease expense growing from $1.7 million in FY 2004 to $4.9 million in FY 2009. Moody's adjusted FY 2009 MADS coverage falls to 2.6 times from 3.9 times in FY 2009 when adjusted for lease expense. Another significant challenge has been capital spending. St. Mary's capital spending ratio has been sub 1.0 times for many years and capital spending is not expected to rise significantly in the near term. Moody's believes that several years of poor operating results and challenges stemming from the large pension liability are the primary factors behind the low capital spending. St. Mary's balance sheet structure does not pose additional risks. All debt is fixed rate and all investments are predominantly held in cash and fixed income with a small allocation to equities. All investments are liquid on a monthly basis. Outlook The stable outlook at the higher rating level reflects our belief that St. Mary's can continue to produce positive operating results and maintain or improve the balance sheet position. What could change the rating - UP Significant reduction of the pension liability; improved and sustained cash flow that strengthens the balance sheet further What could change the rating -- DOWN Operating losses; additional debt without commensurate increase in cash flow and liquidity; weakening of liquidity ratios Key Indicators Assumptions & Adjustments: -- Based on financial statements for Saint Mary's Hospital, Inc. -- First number reflects audit year ended September 30, 2008 -- Second number reflects audit year ended September 30, 2009 -- Investment returns normalized at 6% unless otherwise noted * Inpatient admissions: 12,049; 11,466 * Total operating revenues: $234.2 million; $244.2 million * Moody's-adjusted net revenue available for debt service: $17.2 million; $23.3 million * Total debt outstanding: $33.5 million; $31.3 million * Maximum annual debt service: $6.0 million; $6.0 million * MADS Coverage with reported investment income: 2.3 times; 3.2 times * Moody's-adjusted MADS Coverage with normalized investment income: 2.9 times; 3.9 times * Debt-to-cash flow: 2.2 times; 1.5 times * Days cash on hand: 46 days; 55 days * Cash-to-debt: 84%; 109% * Operating margin: 0.8%; 3.1% * Operating cash flow margin: 5.6%; 7.4% Rated Debt (debt outstanding as of September 30, 2009): -- Series E; fixed rate ($27.9 million outstanding) rated Ba2 The last rating action was on September 5, 2008, when the rating of St. Mary's Hospital was affirmed at Ba3/stable. STADACONA GENERAL: Chapter 15 Case Summary ------------------------------------------ Chapter 15 Petitioner: Edward D. Sherrick, senior vice president and chief financial officer Chapter 15 Debtor: Stadacona General Partner Inc. dba Commandite Stadacona Inc. 900-1959 Upper Water Street Halifax Nova Scotia, XX B3J 3N2 Chapter 15 Case No.: 10-31240 Chapter 15 Petition Date: February 24, 2010 Court: Eastern District of Virginia (Richmond) Judge: Kevin R. Huennekens Chapter 15 Petitioner's Counsel: Jonathan L. Hauser, Esq. Troutman Sanders LLP 222 Central Park Avenue, Suite 2000 P.O. Box 61185 Virginia Beach, VA 23466-1185 Tel: (757) 687-7768 Email: jonathan.hauser@troutmansanders.com Estimated Assets: $0 to $50,000 Estimated Debts: $500,000,001 to $1,000,000,000 STANDARD STEEL: Moody's Junks Corporate Family Rating From 'B3' --------------------------------------------------------------- Moody's Investors Service has downgraded the corporate family and probability of default ratings of Standard Steel, LLC, to Caa1 from B3. The rating outlook remains negative. The corporate family rating downgrade to Caa1 reflects weakness in the railcar build market that will likely continue to weigh down Standard Steel's earnings prospects in 2010 and possibly in 2011. Lower total earnings in 2010 will continue to constrain the company's ability to generate a meaningful level of free cash flow for debt reduction, thus credit metrics could remain weak for an extended period. The Caa1 considers slim interest coverage, significant customer concentration, and small revenue base against a high degree of sector consolidation (which softens price competition), the long-term need for railcar replacement wheel manufacturing capacity, a substantial proportion of 2010 planned manufacturing capacity covered under contracts, and existence of raw material pricing surcharge provisions. In Moody's view the foregoing positives could support good volumes and margins if demand levels were to improve. The negative outlook reflects a weak liquidity profile stemming from potential for a financial ratio covenant breach in 2010. Additionally, prospects for refinancing the company's first lien debts that mature in June 2012 may be challenging if the railcar build outlook does not materially improve; the revolver portion of the facility expires June 2011. Additional ratings changes: -- $20 million first lien revolving credit facility due 2011 to Caa1 LGD 3, 44% from B3 LGD 3, 44% -- $100 million first lien term loan due 2012 to Caa1 LGD 3, 44% from B3 LGD 3, 44% -- $20 million first lien delayed draw term loan due 2012 to Caa1 LGD 3, 44% from B3 LGD 3, 44% -- $25 million second lien term loan due 2013 to Caa3 LGD 6, 92% from Caa2 LGD 6, 91% Standard Steel, LLC, based in Burnham, Pennsylvania, manufactures forged wheels and axles used in freight and passenger rail cars and locomotives. The company had last twelve months ended September 2009 revenues of approximately $186 million. STATION CASINOS: Workers Form Union Organizing Committee -------------------------------------------------------- Culinary Workers Union, Local 226 and Bartenders Union, Local 165 issued the following statement: Hundreds of workers from Station Casinos founded a union organizing committee l and are meeting at the Culinary Workers Union, Local 226 today. The workers have called on the company to agree to a fair process for workers to form a union free from management interference, intimidation and harassment. The Culinary and Bartenders unions have informed the company's owners, partners, creditors and the National Labor Relations Board of the committee's formation. Station Casinos answered the workers' request for a fair process with threats and intimidation. The unions filed an Unfair Labor Practice charge against the company with the National Labor Relations Board alleging the company violated federal labor law in over 100 incidences by threatening, surveilling, physically assaulting and intimidating workers for their union activities. "I've worked at Palace Station for 18 years," said Casino Porter and Organizing Committee Member Casiano Corpus. "I joined the organizing committee because I want a better future for myself, my family and my co-workers. Station Casinos may not want a union, but it is not their decision to make. It is our decision and they shouldn't try to scare or intimidate us because of our union activity." Since a management-led buyout in November 2007 that paid Station Casinos insiders $660 million, the company has subcontracted out its coffee shops and its uniform department to outside operators. Hundreds of workers have lost their jobs with the company as a result. The company has also cut hours, made permanent lay offs, suspended the workers' 401(k) match, and raised employees' health insurance premiums. Station Casinos, Inc. filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court in Reno on July 28, 2009. It has until March 25, 2010 to file a plan of reorganization. Creditors in the case include Deutsche Bank, Fidelity, Western Asset Management, and Serengeti Asset Management. The subsidiary that operates the company's Green Valley Ranch resort filed for bankruptcy on February 10, 2010. "These workers are standing up for themselves and their families," said Geoconda Arguello-Kline, Culinary Workers Union President. "The company and the workers are in a very difficult position right now because the 2007 buyout increased the company's debt and left it unable to weather the economic downturn. The company is making decisions that affect these workers lives and their ability to take care of themselves and their families. The workers didn't create this mess, but they are suffering as a result. We are going to do everything we can so they can achieve the respect they deserve and take care of their families with dignity." This is not the first time workers in Las Vegas have sought to form a union during a bankruptcy. Workers at the Aladdin, now Planet Hollywood, casino organized a union during that casino's bankruptcy. The Bankruptcy Court required any new owner to keep the existing workers. The new owner took over in 2004 and agreed to a fair and neutral process for workers to form a union. The Culinary Workers Union, Local 226, and Bartenders Union, Local 165 are both affiliates of UNITE HERE. The Culinary is the largest local labor union in the gaming industry. The Culinary represents approximately 55,000 casino and resort workers primarily on the Las Vegas Strip and in downtown Las Vegas. Last November, the unions released a report examining how the company's debt enabled insiders to extract over $1 billion from the company in recent years and that these insiders, not the recession, drove the company into bankruptcy. 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) STILLWATER MINING: Moody's Affirms 'Caa1' Corporate Family Rating ----------------------------------------------------------------- Moody's Investors Service affirmed Stillwater Mining Company's ratings including its Caa1 corporate family rating. The rating outlook was changed to stable from negative. Moody's revised the rating outlook to stable from negative to reflect Stillwater's demonstrated success in restructuring its operations in response to the economic downturn and loss of its favorable contract with General Motors Corporation. Significant operational adjustments-particularly at the East Boulder mine-have lowered cash costs and helped to narrow the company's competitive disadvantage relative to foreign producers with a favorable platinum group metal production mix weighted towards higher value platinum. In addition, Stillwater sourced cash from working capital over the past year and reduced capital expenditures, enabling it to maintain a very good liquidity position with $181 million of balance sheet cash at September 30, 2009. Moody's believes that the combination of improved economics, good liquidity, modestly improved conditions in the domestic automotive industry, and a recovery in PGM prices improves Stillwater's ability to sustain its business over the intermediate term. The Caa1 corporate family rating continues to reflect the company's small scale in the volatile palladium and platinum markets, reliance on two mines in a single ore body, and exposure to the automotive industry as its primary end market. Although the company has historically maintained a relatively high cost structure, it has benefitted from above market contracts with its primary customers. The ratings remain principally constrained by (i) concerns about Stillwater's ability to replace or extend the Ford Motor Company (B3/stable) offtake contract which expires in December 2010 and (ii) uncertainty regarding Stillwater's ability to improve and sustain its cost structure. While Stillwater has evidenced some degree of success in lowering costs, Moody's continues to be concerned about the company's ability to maintain adequate through-the-cycle operating margins at market PGM prices. The ratings remain supported by the company's good liquidity profile, moderate debt levels, and minimal debt service requirements. The stable rating outlook anticipates that Stillwater will maintain a liquidity position sufficient to support its operations over the next 18-24 months. In addition to the company's substantial cash balance, Moody's expects that Stillwater should generate at least modest free cash flow under current PGM market conditions absent working capital needs to rebuild recycling inventories in an economic recovery. Stillwater does not have a revolving credit facility or other meaningful external sources of liquidity. The stable outlook anticipates that a put feature on the company's convertible notes is not triggered and there is no change in the company's core strategy. A positive action is unlikely absent resolution of contract negotiations and the imposition of definitive offtake agreements for the intermediate term. Conversely, a negative action is possible if Moody's expected the company's unrestricted cash balance to fall below $100 million, if the operating environment worsens, or there is a change in the capital structure. A summary of the actions: -- Caa1 corporate family rating affirmed -- Caa1 probability of default rating affirmed -- Caa1 rating on the $30 million 8% State of Montana Revenue Bonds due 2020 affirmed (point estimate changed to LGD 4; 53% from LGD 4; 52%) -- Outlook revised to stable Moody's previous rating action on Stillwater Mining Company occurred on December 16, 2008, when the corporate family rating was lowered to Caa1 from B3. Stillwater Mining Company is headquartered in Columbus, Montana. The company is the only US producer of palladium and platinum and one of the only producers of platinum group metals outside of South Africa and Russia. Revenues for the twelve month period ending September 30, 2009, were approximately $475 million. SUNRISE SENIOR: To Hold Annual Stockholders Meeting on May 4 ------------------------------------------------------------ Sunrise Senior Living, Inc., will hold its 2010 annual meeting of stockholders on May 4, 2010. Stockholders of record at the close of business on March 12, 2010 will be entitled to notice of and to vote at the Annual Meeting. The matters to be considered at the Annual Meeting include the election of directors. The Company will mail its definitive proxy materials to its stockholders prior to the Annual Meeting, which will include the time and location of the meeting. Under the Company's Bylaws, for nominations of persons for election to the Board of Directors or for proposals of new business to be properly requested by a stockholder to be made at the Annual Meeting, a stockholder must (a) be a stockholder of record at the time of giving of notice of the Annual Meeting by or at the direction of the Board and at the time of the Annual Meeting, (b) be entitled to vote at the meeting and (c) because the date of the Annual Meeting is more than 30 days before the first anniversary of the Company's 2009 annual meeting of stockholders, deliver written notice, including the information required by Sections 2.12.3 and 2.13 of the Company's Bylaws, to the Assistant Secretary at the Company's address noted above by March 5, 2010 (which corresponds to the 10th day following this public announcement of the date of the Annual Meeting). Any director nominations or new business proposals by stockholders not made in compliance with the Bylaws will not be considered at the Annual Meeting. About Sunrise Senior McLean, Virginia-based Sunrise Senior Living -- http://www.sunriseseniorliving.com/-- employs 40,000 people. As of November 9, 2009, Sunrise operated 403 communities in the United States, Canada, Germany and the United Kingdom, with a combined unit capacity of approximately 41,500 units. Sunrise offers a full range of personalized senior living services, including independent living, assisted living, care for individuals with Alzheimer's and other forms of memory loss, as well as nursing and rehabilitative services. Sunrise's senior living services are delivered by staff trained to encourage the independence, preserve the dignity, enable freedom of choice and protect the privacy of residents. At Sept. 30, 2009, the Company had total assets of $1.096 billion against total liabilities of $1.092 billion. At Sept. 30, 2009, Sunrise had a retained loss of $471.4 million and stockholders' deficit of $87,000. With non-controlling interest of $4.1 million, Sunrise had total equity of $4.0 million at September 30, 2009. Moreover, Sunrise's September 30 balance sheet showed strained liquidity: The company had $373.6 million in total current assets against $860.5 million in total current liabilities. SUNRISE SENIOR: Maturity of Wells Fargo Facilities Extended ----------------------------------------------------------- Sunrise Pasadena CA Senior Living, LLC, and Sunrise Pleasanton CA Senior Living, L.P., on February 12, 2010, entered into a modification agreement dated February 10, 2010, with Wells Fargo Bank, National Association regarding the parties' Loan Agreement dated September 28, 2007, as amended. In addition, on February 12, 2010, Sunrise Monterey Senior Living, LP, entered into a modification agreement dated February 10, 2010, with Wells Fargo regarding the parties' Building Loan Agreement dated April 10, 2008. Sunrise Pasadena and Sunrise Pleasanton own undeveloped land located in Pasadena and Pleasanton, California, and Sunrise Monterey owns land located in Monterey, California, on which it operates an assisted living community. Sunrise Pasadena, Sunrise Pleasanton and Sunrise Monterey are consolidated subsidiaries of Sunrise Senior Living, Inc. The Pasadena/Pleasanton Modification Agreement, among other matters: (i) extended the maturity date of the Pasadena/Pleasanton Loan Agreement to the earlier of (a) December 1, 2010, and (b) the maturity date of Sunrise's revolving bank credit agreement, which presently matures on December 2, 2010, (ii) established the terms and conditions on which a further maturity extension to April 1, 2011 may be available, (iii) waived defaults under the Pasadena/Pleasanton Loan Agreement, (iv) provided for a $5 million principal payment to be made by the Pasadena/Pleasanton Borrowers at closing, (v) provided for an additional $5 million principal payment to be made on or before July 31, 2010, (vi) established certain minimum release prices for the sale of the Pasadena/Pleasanton Properties and expressly permitted proceeds from the sale of such properties to be used to make the $5 million prepayment due on July 31, 2010, (vii) required the Pasadena/Pleasanton Borrowers to guarantee on a secured basis Sunrise Monterey's obligations under the Monterey Loan Agreement, (viii) modified the financial covenants applicable to Sunrise to make them consistent with the financial covenants under the Parent Credit Agreement, (ix) provided for additional reporting requirements, and (x) increased the interest rate on amounts outstanding to LIBOR plus 3.00% (with an all-in floor of 3.50%). As of February 12, 2010 -- and after giving effect to the $5 million principal payment made on February 12, 2010 -- there was approximately $16.9 million in outstanding borrowings under the Pasadena/Pleasanton Loan Agreement. The Pasadena/Pleasanton Borrowers' obligations under the Pasadena Loan Agreement are secured by mortgages on the Pasadena/Pleasanton Properties and the Monterey Property and are guaranteed by Sunrise and Sunrise Monterey. The Monterey Modification Agreement, among other matters: (i) modified the maturity date of the Monterey Loan Agreement to the earlier of (a) April 1, 2011 and (b) the maturity date of the Parent Credit Agreement, (ii) modified the terms and conditions on which a further maturity extension to April 1, 2012 may be available, (iii) waived defaults under the Monterey Loan Agreement, (iv) required Sunrise Monterey to guarantee on a secured basis the Pasadena/Pleasanton Borrowers' obligations under the Pasadena/Pleasanton Loan Agreement, (v) revised certain financial and operating covenants, (vi) provided for additional reporting requirements, and (vii) increased the interest rate on amounts outstanding to LIBOR plus 3.00% (with an all-in floor of 3.50%). As of February 12, 2010, there was approximately $35.1 million in outstanding borrowings under the Monterey Loan Agreement. Sunrise Monterey's obligations under the Monterey Loan Agreement are secured by mortgages on the Monterey Property and the Pasadena/Pleasanton Properties and are guaranteed by Sunrise and the Pasadena/Pleasanton Borrowers. In connection with the modification of both the Pasadena/Pleasanton Loan Agreement and the Monterey Loan Agreement, an $85,313 one-time fee was paid to Wells Fargo on February 12, 2010. A full-text copy of the Modification Agreement (Secured Loan), dated February 10, 2010, by and between Sunrise Pasadena CA Senior Living, LLC and Sunrise Pleasanton CA Senior Living, L.P., as borrowers, and Wells Fargo Bank, is available at no charge at http://ResearchArchives.com/t/s?54f5 A full-text copy of the Building Loan Agreement, dated April 10, 2008, by and between Sunrise Monterey Senior Living, LP, as borrower, Wells Fargo Bank, and the financial institutions from time to time parties thereto, as lenders, is available at no charge at http://ResearchArchives.com/t/s?54f6 A full-text copy of the Modification Agreement (Secured Loan), dated February 10, 2010, by and between Sunrise Monterey Senior Living, LP, as borrower, and Wells Fargo Bank, is available at no charge at http://ResearchArchives.com/t/s?54f7 About Sunrise Senior McLean, Virginia-based Sunrise Senior Living -- http://www.sunriseseniorliving.com/-- employs 40,000 people. As of November 9, 2009, Sunrise operated 403 communities in the United States, Canada, Germany and the United Kingdom, with a combined unit capacity of approximately 41,500 units. Sunrise offers a full range of personalized senior living services, including independent living, assisted living, care for individuals with Alzheimer's and other forms of memory loss, as well as nursing and rehabilitative services. Sunrise's senior living services are delivered by staff trained to encourage the independence, preserve the dignity, enable freedom of choice and protect the privacy of residents. At Sept. 30, 2009, the Company had total assets of $1.096 billion against total liabilities of $1.092 billion. At Sept. 30, 2009, Sunrise had a retained loss of $471.4 million and stockholders' deficit of $87,000. With non-controlling interest of $4.1 million, Sunrise had total equity of $4.0 million at September 30, 2009. Moreover, Sunrise's September 30 balance sheet showed strained liquidity: The company had $373.6 million in total current assets against $860.5 million in total current liabilities. SWEDBANK AB: S&P Changes Outlook to Stable; Keeps 'BB' Rating ------------------------------------------------------------- Standard & Poor's Ratings Services said that it had revised its outlook on Sweden-based Swedbank AB to stable from negative. At the same time, S&P affirmed the 'A' long-term and 'A-1' short-term counterparty credit ratings, having raised Swedbank's stand-alone credit profile to 'BBB+'. Accordingly, the long-term rating effectively incorporates an uplift of two notches to reflect external support. S&P has also affirmed the ratings on the bank's hybrid capital instruments at 'BB', four notches below the SACP. "The revision of the outlook and the SACP reflects S&P's opinion that the economies of the three Baltic countries of Lithuania, Latvia, and Estonia have passed the most difficult phase of the cycle," said Standard & Poor's credit analyst Louise Lundberg. S&P recently revised the outlook on the sovereign ratings on the three countries to stable. The strength of Swedbank's Swedish portfolio, which constitutes 80% of its lending, and which has been surprisingly resilient to the sizeable decline in Swedish real GDP of about 4.5% recorded in 2009, is also an important factor behind the revision of the outlook and SACP. Swedbank's loan loss provisions and pretax loss for 2009 were in line with S&P's expectations, and S&P has revised its expectations in respect of the bank's loan loss provisioning needs for 2010. S&P believes that the bank has passed the worst phase in the cycle and S&P expects its loan losses to decline significantly in 2010 - - to around 1% of the portfolio -- and decline further in 2011. As loan loss provisions will not constitute such a significant drag on profits in 2010 as in 2009, S&P's base case scenario is that the bank will post an operating result around break-even in 2010 and recover further in 2011. The recovery is still fragile, however, and a second protracted dip in the economies where Swedbank has a presence constitutes a downside risk to this scenario. Swedbank is adequately capitalized. Following two recent rights issues, the bank's (full Basel II) Tier 1 ratio stood at 13.5% at year-end 2009, up from 11.1% a year earlier. Since the fourth quarter of 2008, the Swedish authorities have implemented several measures to support the banking sector, including a funding guarantee scheme and a capital injection program. Swedbank is the only large Swedish bank that has issued on the basis of the guarantee, and for a time relied heavily upon it. Since the second rights issue, in August 2009, the bank has issued only on a stand-alone basis and, then, mainly covered bonds. The creditworthiness of Swedbank and other Swedish banks benefits from the country's supportive institutional framework. The stable outlook reflects S&P's belief that Swedbank has now passed the most difficult phase in the cycle. TAVERN ON THE GREEN: Committee Wants Case Converted to Chapter 7 ---------------------------------------------------------------- Bill Rochelle at Bloomberg News reports that the Official Committee of Unsecured Creditors appointed in Tavern on the Green LP's Chapter 11 case is asking the Bankruptcy Court to convert the case to Chapter 7 liquidation. The Committee, according to the report, says that the case is administratively insolvent. By the Committee's calculations, assets are $5.8 million short of covering costs that must be paid in full before a liquidating Chapter 11 plan could be approved. The Committee, the Bloomberg, report relates, blames the need for conversion on the "pervasively pernicious conduct of the City of New York." The Committee believes the city "caused the estates needlessly to incur millions of dollars in administrative expenses." Creditors are still awaiting a decision by the District Court on the last of the restaurant's major assets: the Tavern on the Green name, which has been valued at $19 million. A federal judge is weighing whether New York City -- Tavern's landlord -- or the family of the flamboyant restaurateur Warner LeRoy, which ran the restaurant since 1976, owns the trademark. About Tavern on the Green Tavern on the Green LP is the operator of the 75-year-old restaurant in New York's Central Park. Tavern on the Green, the second-highest grossing restaurant in the U.S. last year, was founded in 1934 by New York Parks Commissioner Robert Moses and the license was bought by restaurateur Warner LeRoy in 1974. The Company filed for Chapter 11 on September 9, 2009 (Bankr. S.D.N.Y. Case No. 09-15450). It listed assets and debts of as much as $50 million each. TEFRON LTD: Posts $8.8MM Net Loss in Q3 2009; Revenues Down 45% --------------------------------------------------------------- Tefron Ltd. reported a net loss of $8.3 million, or $3.9 loss per diluted share for the three months ended September 30, 2009, as compared with net loss of $5.8 million, or $2.7 per diluted share, in the third quarter of 2008. Operating loss for the quarter was $9.3 million, as compared with an operating loss of $7.1 million in the third quarter of 2008. Third quarter revenues were $21.0 million, representing a 45.1% decrease from the third quarter of 2008 revenues of $38.3 million. The decrease in revenues in the quarter was due to a decrease in sales in all the Company's product lines, which the Company attributed primarily due to the worldwide economic slowdown. Nine Months Results Revenues in the nine months of 2009 were $93.3 million, representing a 32.4% decrease from nine months of 2008 revenues of $137.9 million. The decrease in revenues was due to a decrease in sales of both the active-wear and intimate apparel product lines. Operating loss was $15.3 million compared to an operating loss of $8.4 million in the nine months of 2008. Net loss was $12.7 million, or $6.0 loss per diluted share, compared with a net loss of $8.6 million, or $4.0 per diluted share, in the nine months of 2008. Balance Sheet At September 30, 2009, the Company reported total assets of $107.1 million, total liabilities of $56.0 million, and total equity of $51.1 million. At September 30, 2008, the Company had total assetsof $139.9 million, total liabilities of $67.0 million, and total equity of $72.9 million. A copy of the Company's quarterly report is available at no charge at http://researcharchives.com/t/s?554c Going Concern Doubt On January 22, 2109, Haifa, Israel-based Kost Forer Gabbay & Kasierer submitted its review of Tefron Ltd. and subsidiaries' consolidated financial statements as of and for the three and nine month periods ended September 30, 2009. The independent auditors noted that the Company's ability to meet its financial obligations is subject to the fulfillment of the prerequisites of the financing arrangement with banks, which, among other things, consist of the completion of the issuance of rights and/or private placement in an amount not below $4 million by March 31, 2010, which is also contingent on obtaining the approval of the general meeting and other regulatory approvals, an obligation to negotiate with the property owners as to a rent settlement and compliance with new financial covenants in 2010. "Notwithstanding, in the event the suspending conditions in the financing arrangement with the bank lenders will not be fulfilled, and the banks will demand immediate repayment, then there is a real difficulty in raising financing from other sources, and material doubts arise regarding the Company's continuing to operate as a going concern." About Tefron Ltd. Based in Misgav, Israel, Tefron Ltd. (OTC: TFRFF; TASE: TFRN) manufactures boutique-quality everyday seamless intimate apparel, active wear and swimwear sold throughout the world by such name- brand marketers as Victoria's Secret, Nike, Target, The Gap, J.C. Penney, Maidenform, Lululemon Athletica, Warnaco/Calvin Klein, Patagonia, Reebok, Swimwear Anywhere, and El Corte Englese, as well as other well known retailers and designer labels. The Company's product line includes knitted briefs, bras, tank tops, boxers, leggings, crop, t-shirts, nightwear, bodysuits, swimwear, beach wear and active-wear. The Company's foreign subsidiaries are Tefron USA and Tefron UK which primarily conducts marketing and sale activities. THE YUCCA GROUP: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: The Yucca Group, LLC aka Metro Modern Developers 20501 Ventura Blvd., Suite 130 Woodland Hills, CA 91364 Bankruptcy Case No.: 10-12079 Chapter 11 Petition Date: February 24, 2010 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Geraldine Mund Debtor's Counsel: Jerome Bennett Friedman, Esq. 1900 Avenue of the Stars, Ste 1800 Los Angeles, CA 90067-4409 Tel: (310) 552-8210 Fax: (310) 733-5442 Email: jfriedman@jbflawfirm.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Mel Kimman, the company's member/manager. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Harry D. Arends Unsecured Note $1,000,000 1758 Taft Avenue Los Angeles, CA 90028 Forward Progress Unsecured Note $300,000 Management c/o William Ruvelson 9300 Wilshire Blvd. #330 Beverly Hills, CA 90212 The Hollywood Unsecured Claim $89,407 Condominiums HOA FEI N Hollywood Unsecured Trade Debt $57,610 Construction Doors & Unsecured Trade Debt $37,638 Hardware Ultimate Construction Unsecured Trade Debt $35,000 2K Plumbing & Fire Unsecured Trade Debt $31,451 Protection Brown, Winfield, Unsecured $26,616 Canzoneri, Abram, Inc. Professional Services State Plastering, Inc. Unsecured Trade Debt $26,700 Nathan's Glass & Mirror Unsecured Trade Debt $24,469 Guarantee Drywall Unsecured Trade Debt $20,457 Harlan's Landscaping Unsecured Trade Debt $19,700 JDM Structures, Inc. Unsecured Trade Debt $15,724 5th Gear High Performance Unsecured Trade Debt $15,000 Advertising J. Sabag Electric Unsecured Trade Debt $10,005 Services Hy-Max Building Corp. Unsecured Trade Debt $11,230 U.S. Interactive Media Unsecured Trade Debt $8,549 Jackson, DeMarco, Tidus, Unsecured Legal $6,983 Peckenpaugh Services Storms & Lowe Unsecured Consulting $6,926 Services J. Sabag Unsecured Trade Debt $6,285 THREE AMIGOS: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Three Amigos SJL Inc. dba Cheetahs Gentlemen's Club 252 West 43rd Street New York, NY 10036 Bankruptcy Case No.: 10-10924 Chapter 11 Petition Date: February 23, 2010 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: James M. Peck Debtor's Counsel: Douglas J. Pick, Esq. Pick & Zabicki LLP 369 Lexington Avenue, 12th Floor New York, NY 10017 Tel: (212) 695-6000 Fax: (212) 695-6007 Email: dpick@picklaw.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Larry Gribler, president of the Company. TISHMAN SPEYER: Appaloosa Challenges CW Capital Foreclosure ----------------------------------------------------------- Charles V. Bagli at The New York Times' City Room section reports that David Tepper's Appaloosa Management filed papers in United State District Court on Tuesday afternoon objecting to a decision by CW Capital Management, to foreclose on the owners of Stuyvesant Town and Peter Cooper Villages. CW Capital oversees the two complexes on behalf of lenders. Mr. Bagli relates that Appaloosa, in its motion to intervene, said CW Capital acted "irrationally and imprudently" and that a foreclosure could cost as much as $200 million in transfer taxes. According to Mr. Bagli, Appaloosa said CW Capital should have pushed the owners to go into bankruptcy court, thereby avoiding the necessity of paying those taxes. Appaloosa also argued that CW Capital has "irreconcilable conflicts of interest" because it is both the "servicer" for the mortgage and an important debtholder. Appaloosa has asked the court for authority to intervene in the matter. NY Times notes that Appaloosa has acquired control of more than $750 million of $3 billion in mortgages in the complexes. According to Mr. Bagli, Mr. Tepper said in an interview Wednesday that he wanted to CW Capital to fulfill its fiduciary interest to debtholders to maximize the value of the property. He said his company was surprised by CW Capital's sudden decision to foreclose. The NY Times says the most recent appraisal of Stuyvesant Town and Peter Cooper Village put the worth of the complexes at about $1.8 billion. But many analysts and investors say that the complexes, which contain more than 11,000 apartments, will be worth far more in the future. The NY Times also relates that the Stuyvesant Town-Peter Cooper Village Tenants Association is pursuing a restructuring plan that would allow some tenants to purchase their apartments, while ensuring that thousands of other units remain affordable under the state's rent regulations. According to the NY Times, Alvin Doyle, president of the association, said he was unsure whether to view Appaloosa as a friend or foe. About Tishman Speyer Tishman Speyer Properties lays claim to two of the most famous slices of the Big Apple -- New York City's Chrysler Building and Rockefeller Center. The property company invests in, develops, and/or operates commercial real estate. Other well known holdings include Berlin's Q 205 project (the first post-reunification development in the city's center) and Chicago's Franklin Center (one of the city's largest office properties). The company owns or has developed more than 115 million sq. ft. in Asia, Europe, South America, and the US since it was founded in 1978. The company also has projects in India, China, and Brazil, and owns some 92,000 residential units around the world. Stuyvesant Town-Peter Cooper Village comprises 56 multi-story buildings, situated on 80 acres, and includes a total of 11,227 apartments. The loan sponsors, Tishman Speyer Properties, LP and BlackRock Realty, acquired the property with the intent of converting rent-stabilized units to market rents as tenants vacated the property; however, the conversion of units has since been determined to be illegal by the New York State Court of Appeals. In addition to the $3 billion securitized balance, there is an additional $1.5 billion of mezzanine debt held outside the trust. TRIDENT RESOURCES: Financing to Be Tested at June 7 Auction ----------------------------------------------------------- Bill Rochelle at Bloomberg News reports that Trident Resources Corp. has obtained approval from the Bankruptcy Court to enter into an agreement to backstop a $200 million rights offering for 60% of the new common stock. The $200 million financing though is still subject to higher and better offers. The Court also approved procedures for testing whether there is a better bid for financing a plan. Letters of intent from other financing parties are due by March 31. Formal bids are due on May 28, in advance of a June 7 auction. If there are no competing offers, Trident will ask the courts in Canada and the U.S. to approve the proposal from the backstop parties. Holders of 90% to 95% of the 2006 and 2007 credit facilities are providing the backstop agreement. Calgary, Alberta-based Trident Resources Corp. operates a natural gas exploration and development company. The Company and its affiliates filed for Chapter 11 on Sept. 8, 2009 (Bankr. D. Del. Case Nos. 09-13150 to 09-13154). Trident Exploration Corp. and certain of TEC's Canadian subsidiaries filed an application with the Court of Queen's Bench of Alberta, Judicial District of Calgary, under the Companies' Creditors Arrangement Act (Canada). Trident on December 3, 2009, obtained an extension from the Canadian Court of the "stay period" in its Canadian proceedings until January 15, 2010, to allow the Debtors to focus on their restructuring efforts. In their petition, the Debtors listed $10,000,001 to $50,000,000 in assets and $500,000,001 to $1,000,000,000 in debts. As of October 31, 2009, the Debtors had $374,484,559 in total assets against $612,233,705 in total liabilities. TRUMP ENTERTAINMENT: Contested Confirmation Hearing Begins ---------------------------------------------------------- The contested confirmation hearing to determine who will end up owning casino owner Trump Entertainment Resorts Inc. began February 23. The confirmation hearing -- where to competing plans are presented -- may last two weeks. The company and holders of 8.5% senior notes are proponents of one plan. Carl Icahn and Beal Bank, holders of prepetition secured claims, are proponents of the other. Under the plan proposed by the Beal Bank and Icahn Partners, dated January 5, 2010, second lien lenders owed $1.25 billion and general unsecured claim, who are out-of-the money would conditionally receive a $14 million cash as "gift" from the secured lenders. Under the plan, majority of the first lien debt will be converted to 62.971% of the equity in the reorganized Debtors. The remaining 33.326% will be available for sale to second lien noteholders in a $225 million rights offering. Mr. Icahn has bought 51% of Beal's $485 million first lien secured claim and holds $154.9 million of the second lien claims. Mr. Icahn already has an existing controlling stake in the Tropicana Atlantic City Hotel & Casino, one of the Debtors' largest competitors. Under the plan proposed by the Ad hoc committee of holders of second lien notes, the noteholders and unsecured creditors will recover just under 1% in the form of stock (5% of the stock of the reorganized Debtor is allocated for distribution) or in cash. They would also have rights to acquire 70% of the new common stock. The second lien noteholders committee is backstopping the $225 million rights offering. Secured lenders and Mr. Icahn will be paid in full by paying Mr. Icahn $125 million in rights offering proceeds, 100% of net sale proceeds from any sale of the Trump Marina and new debt. Dow Jones Newswires' Peg Brickley says Donald Trump told Judge Judith Wizmur at a hearing on Thursday bondholders with $1.25 billion on the line in Trump Entertainment's bankruptcy will "spend what's necessary" to save the gambling enterprise, unlike investor Carl Icahn. Mr. Trump, who took the witness stand, said, "I know Carl better than I know my lawyers, and Carl spends nothing." Dow Jones says the bondholders say Mr. Icahn has no vision for the company's future, claiming he will likely dismantle the Trump casinos, cannibalizing them to prop up Atlantic City's tattered Tropicana Casino & Resort, which he is taking over in another bankruptcy proceeding. According to Dow Jones, Mr. Icahn has called the bondholders' reorganization plan an "absurdity," and says he is entitled to take over the company because it is only worth about as much as the secured debt he and Beal Bank hold. Dow Jones says Mr. Icahn said in a videotaped deposition that once he has Trump Entertainment, he will turn its casinos over to skilled management. "There's nobody who really has made the return on investment that I have in the casino business," Mr. Icahn said, according to Dow Jones. Mr. Trump and the bondholders have offered to put up $225 million in fresh cash and new loans. Mr. Icahn and Beal Bank are ready to provide $488 million in secured loans. A full-text copy of the disclosure statement explaining Beal & Icahn's plan is available for free at: http://bankrupt.com/misc/TrumpEntertainment_5thABealDS.pdf A full-text copy of the disclosure statement explaining the Noteholders' and Debtors' plan is available for free at: http://bankrupt.com/misc/Trump_6thANoteholdersDS.pdf About Trump Entertainment Based in Atlantic City, New Jersey, Trump Entertainment Resorts Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and operates three casino hotel properties in Atlantic City, New Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza Hotel and Casino, and Trump Marina Hotel Casino. The Company conducts gaming activities and provides customers with casino resort and entertainment. Donald Trump is a shareholder of the Company and, as its non- executive Chairman, is not involved in the daily operations of the Company. The Company is separate and distinct from Mr. Trump's privately held real estate and other holdings. Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D. N.J., Lead Case No. 09-13654). The Company has tapped Charles A. Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel, and Weil Gotshal & Manges as co-counsel. Ernst & Young LLP is the Company's auditor and accountant and Lazard Freres & Co. LLC is the financial advisor. Garden City Group is the claims agent. The Company disclosed assets of $2,055,555,000 and debts of $1,737,726,000 as of December 31, 2008. Trump Hotels & Casino Resorts, Inc., filed for Chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898 through 04-46925). Trump Hotels' obtained the Court's TSG INCORPORATED: U.S. Trustee Wants Conversion or Dismissal ------------------------------------------------------------ Following a hearing on March 16, TSG Incorporated may end up in Chapter 7 or have its Chapter 11 case dismissed by the U.S. Bankruptcy Court for the Eastern District of Pennsylvania. Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, is asking the Court to (a) convert the Debtor's Chapter 11 case to liquidation under Chapter 7, or (b) dismiss the case. The U.S. Trustee said the Debtor has failed to comply with the U.S. Trustee Operating Guidelines and Reporting Requirements for Chapter 11 cases. The Debtor, according to the U.S. Trustee, has not filed operating reports since the inception of this case. The U.S. Trustee added that the Debtor's failure to timely file these reports hinders the Court's, the U.S. Trustee's and the creditors' ability to monitor the operation of the Debtor. North Wales, Pennsylvania-based TSG Incorporated operates a real estate business. Founded in 1901 under the name of Levy's International Water Shrinking and Drying Company, the Debtor has operated as a privately held, family owned business for over 108 years. Locally headquartered in North Wales, Pennsylvania, the Debtor is in the business of fabric finishing, coating and embossing. TSG -- which is an acronym for "The Synthetics Group" -- is one of the largest commission finishers in the United States. The Company filed for Chapter 11 bankruptcy protection on November 29, 2009 (Bankr. E.D. Pa. Case No. 09-19124). Michael Jason Barrie, Esq., at Benesch Friedlander Coplan & Aronoff LLP assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. UAL CORP: Open to Merger with Another Carrier, CFO Says ------------------------------------------------------- Reuters reports that top executives at UAL Corp.'s United Airlines and US Airways said at the Reuters Travel and Leisure Summit in New York on Tuesday, they are open to a merger. According to Reuters, UAL chief financial officer Kathryn Mikells said her company is open to merging with U.S. or foreign carriers. "UAL has been supportive of consolidation for a long time," Ms. Mikells said at the summit, according to Reuters. "It is something we will continue to look at." Reuters also relates US Airways CFO Derek Kerr said in a separate interview, his airline was open to merging with another U.S. carrier. Mr. Kerr, however, said US Airways is not interested in merging with a foreign airline because that would not help the domestic market. "I don't think that will make a difference," he said, according to Reuters. "Domestic is where there is too much fragmentation and there are too many airlines." Mr. Kerr, according to Reuters, also said consolidation is one of the major ways the airline industry can become profitable. US Airways merged with America West in 2005 and attempted -- but failed -- to acquire Delta in 2007. Sources had told Reuters that US Airways had parallel talks with United and Continental about a possible merger in 2008, when Delta was merging with Northwest. The talks ended as United decided to pursue an alliance with Continental instead. Current U.S. law restricts foreign ownership of U.S. airlines to 25% of voting stock. About US Airways US Airways -- http://www.usairways.com/-- along with US Airways Shuttle and US Airways Express, operates more than 3,200 flights per day and serves more than 200 communities in the U.S., Canada, Europe, the Middle East, the Caribbean and Latin America. The airline employs more than 33,000 aviation professionals worldwide and is a member of the Star Alliance network, which offers its customers more than 17,000 daily flights to 916 destinations in 160 countries worldwide. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. In the Company's second bankruptcy filing, it listed $8,805,972,000 in total assets and $8,702,437,000 in total debts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * As of December 31, 2009, the Company had total assets of $7,454,000,000 against total current liabilities of $2,789,000,000 and Noncurrent liabilities and deferred credits of $5,020,000,000, resulting in stockholders' deficit of $355,000,000. As reported by the Troubled Company Reporter on February 3, 2010, Moody's Investors Service affirmed the Caa1 Corporate Family and Probability of Default ratings of US Airways Group, Inc., and the SGL-4 Speculative Grade Liquidity rating. The Caa1 Corporate Family rating reflects Moody's belief that despite recent improvement, US Airways earnings and cash flow remain highly exposed to weak economic trends and variability in the cost of fuel. Moody's believes that a modest recovery of economic growth and persistent high unemployment, could constrain the pace, scope and durability of the recovery of airline yields as 2010 progresses. Moreover, with a lesser portion of its business derived from business and international travel, US Airways might not benefit as much as some of its peers from an economic recovery. About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The company filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. (United Airlines Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) UAL Corp. carries a 'Caa1' probability of default rating from Moody's, 'B-' long term foreign issuer credit rating from Standard & Poor's, and 'CCC' long term issuer default rating from Fitch. US AIRWAYS: Open to Merger with Another Carrier, CFO Says --------------------------------------------------------- Reuters reports that top executives at UAL Corp.'s United Airlines and US Airways said at the Reuters Travel and Leisure Summit in New York on Tuesday, they are open to a merger. According to Reuters, UAL chief financial officer Kathryn Mikells said her company is open to merging with U.S. or foreign carriers. "UAL has been supportive of consolidation for a long time," Ms. Mikells said at the summit, according to Reuters. "It is something we will continue to look at." Reuters also relates US Airways CFO Derek Kerr said in a separate interview, his airline was open to merging with another U.S. carrier. Mr. Kerr, however, said US Airways is not interested in merging with a foreign airline because that would not help the domestic market. "I don't think that will make a difference," he said, according to Reuters. "Domestic is where there is too much fragmentation and there are too many airlines." Mr. Kerr, according to Reuters, also said consolidation is one of the major ways the airline industry can become profitable. US Airways merged with America West in 2005 and attempted -- but failed -- to acquire Delta in 2007. Sources had told Reuters that US Airways had parallel talks with United and Continental about a possible merger in 2008, when Delta was merging with Northwest. The talks ended as United decided to pursue an alliance with Continental instead. Current U.S. law restricts foreign ownership of U.S. airlines to 25% of voting stock. About US Airways US Airways -- http://www.usairways.com/-- along with US Airways Shuttle and US Airways Express, operates more than 3,200 flights per day and serves more than 200 communities in the U.S., Canada, Europe, the Middle East, the Caribbean and Latin America. The airline employs more than 33,000 aviation professionals worldwide and is a member of the Star Alliance network, which offers its customers more than 17,000 daily flights to 916 destinations in 160 countries worldwide. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. In the Company's second bankruptcy filing, it listed $8,805,972,000 in total assets and $8,702,437,000 in total debts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * As of December 31, 2009, the Company had total assets of $7,454,000,000 against total current liabilities of $2,789,000,000 and Noncurrent liabilities and deferred credits of $5,020,000,000, resulting in stockholders' deficit of $355,000,000. As reported by the Troubled Company Reporter on February 3, 2010, Moody's Investors Service affirmed the Caa1 Corporate Family and Probability of Default ratings of US Airways Group, Inc., and the SGL-4 Speculative Grade Liquidity rating. The Caa1 Corporate Family rating reflects Moody's belief that despite recent improvement, US Airways earnings and cash flow remain highly exposed to weak economic trends and variability in the cost of fuel. Moody's believes that a modest recovery of economic growth and persistent high unemployment, could constrain the pace, scope and durability of the recovery of airline yields as 2010 progresses. Moreover, with a lesser portion of its business derived from business and international travel, US Airways might not benefit as much as some of its peers from an economic recovery. About UAL Corporation Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) -- http://www.united.com/-- is the holding company for United Airlines, Inc. United Airlines is the world's second largest air carrier. The airline flies to Brazil, Korea and Germany. The company filed for Chapter 11 protection on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in their restructuring efforts. Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal LLP represented the Official Committee of Unsecured Creditors. Judge Eugene R. Wedoff confirmed a reorganization plan for United on Jan. 20, 2006. The Company emerged from bankruptcy on Feb. 1, 2006. (United Airlines Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) UAL Corp. carries a 'Caa1' probability of default rating from Moody's, 'B-' long term foreign issuer credit rating from Standard & Poor's, and 'CCC' long term issuer default rating from Fitch. US AIRWAYS: Reports January Traffic Results ------------------------------------------- US Airways Group, Inc. (NYSE: LCC) announced January traffic results. Mainline revenue passenger miles (RPMs) for the month were 4.3 billion, down 1.4 percent versus January 2009. Capacity was 5.7 billion available seat miles (ASMs), down 0.4 percent versus January 2009. Passenger load factor for the month of January was 75.1 percent, down 0.7 points versus January 2009. US Airways President Scott Kirby said, "Our January consolidated (mainline and Express) passenger revenue per available seat mile (PRASM) increased approximately two percent versus the same period last year while total revenue per available seat mile increased approximately three percent on a year-over-year basis. Looking forward, the encouraging revenue momentum we saw in late 2009 has carried into 2010 in both corporate revenue and booked yields." For the month of January, US Airways' preliminary on-time performance as reported to the U.S. Department of Transportation (DOT) was 79.4 percent with a completion factor of 97.0 percent. This summarizes US Airways Group's traffic results for the month ended January 31, 2010 and 2009, consisting of mainline operated flights as well as US Airways Express flights operated by wholly owned subsidiaries PSA Airlines and Piedmont Airlines: US Airways Mainline January 2010 2009 % Change Mainline Revenue Passenger Miles (000) Domestic 3,332,886 3,477,868 (4.2) Atlantic 486,794 455,973 6.8 Latin 473,110 418,204 13.1 --------- --------- Total 4,292,790 4,352,045 (1.4) Mainline Available Seat Miles (000) Domestic 4,325,414 4,463,327 (3.1) Atlantic 745,637 712,145 4.7 Latin 648,433 568,427 14.1 --------- --------- Total 5,719,484 5,743,899 (0.4) Mainline Load Factor (%) Domestic 77.1 77.9 (0.8) pts Atlantic 65.3 64.0 1.3 pts Latin 73.0 73.6 (0.6) pts --------- --------- Total Mainline Load Factor 75.1 75.8 (0.7) pts Mainline Enplanements Domestic 3,432,404 3,599,707 (4.6) Atlantic 118,114 118,001 0.1 Latin 333,215 330,582 0.8 --------- --------- Total Mainline Enplanements 3,883,733 4,048,290 (4.1) US Airways Express (Piedmont Airlines, PSA Airlines) January 2010 2009 % Change Express Revenue Passenger Miles (000) Domestic 145,036 146,430 (1.0) Express Available Seat Miles (000) Domestic 244,130 259,039 (4.7) Express Load Factor (%) Domestic 59.4 57.2 2.2 pts Express Enplanements Domestic 535,373 547,497 (2.2) Consolidated US Airways Group, Inc. January 2010 2009 % Change Consolidated Revenue Passenger Miles (000) Domestic 3,477,922 3,624,298 (4.0) Atlantic 486,794 455,973 6.8 Latin 473,110 418,204 13.1 ---------- ---------- Total 4,437,826 4,498,475 (1.3) Consolidated Available Seat Miles (000) Domestic 4,569,544 4,719,366 (3.2) Atlantic 745,637 712,145 4.7 Latin 648,433 538,427 14.1 ---------- ---------- Total 5,963,614 5,999,938 (0.6) Consolidated Load Factor (%) Domestic 76.1 76.8 (0.7) pts Atlantic 65.3 64.0 1.3 pts Latin 73.0 73.6 (0.6) pts ---------- ---------- Total 74.4 75.0 (0.6) pts Consolidated Enplanements Domestic 3,967,777 4,147,204 (4.3) Atlantic 118,114 118,001 0.1 Latin 333,215 330,582 0.8 ---------- ---------- Total 4,419,106 4,595,787 (3.8) US Airways is also providing a brief update on notable company accomplishments during the month of January: * Announced that the Company would match employee donations up to $25,000 to the American Red Cross International Response fund to help those impacted by the Haiti earthquake. * Began on January 12 a new bilateral codeshare agreement with El Salvador-based TACA Airlines, opening up new Central American offerings for US Airways customers at Managua, Nicaragua; San Salvador, El Salvador and Guatemala City, Guatemala with Lima, Peru coming online later this year. About US Airways US Airways, along with US Airways Shuttle and US Airways Express, operates more than 3,200 flights per day and serves more than 200 communities in the U.S., Canada, Europe, the Middle East, the Caribbean and Latin America. The airline employs more than 33,000 aviation professionals worldwide and is a member of the Star Alliance network, which offers its customers more than 17,000 daily flights to 916 destinations in 160 countries worldwide. And for the eleventh consecutive year, the airline received a Diamond Award for maintenance training excellence from the Federal Aviation Administration (FAA) for its Charlotte, North Carolina hub line maintenance facility. For more company information, visit http://www.usairways.com/ Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. In the Company's second bankruptcy filing, it listed $8,805,972,000 in total assets and $8,702,437,000 in total debts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * Reorganized US Airways reported, on a GAAP basis, a net loss of $205 million, or ($1.54) per share for 2009, following a net loss of $2.2 billion, or ($22.11) per share, in 2008. As of Dec. 31, 2009, reorganized US Airways had total assets of $7,454,000,000 against debts of $7,809,000,000, for a stockholders' deficit of $355,000,000. In February, Moody's Investors Service affirmed the 'Caa1' Corporate Family and Probability of Default ratings of US Airways Group, Inc., and the SGL-4 Speculative Grade Liquidity rating. US Airways Group carries a 'CCC' issuer default rating from Fitch. US AIRWAYS: Disappointed with DOT Order on Cut in Slots ------------------------------------------------------- Delta Air Lines (NYSE: DAL) and US Airways (NYSE: LCC) issued a statement in response to the U.S. Department of Transportation's proposed rulemaking on the airlines' previously announced slot transaction at New York's LaGuardia and Washington's Reagan- National airports. In its decision, DOT said it would require the airlines to divest 20 of the 125 slot pairs involved at New York- LaGuardia and 14 of the 42 slot pairs at Washington-National. "Delta and US Airways are disappointed in the DOT's decision that, if implemented, would negatively impact the consumer and economic benefits created by the proposed transaction by divesting 16 percent of the transaction at New York's LaGuardia Airport and 33 percent of the transaction at Washington-National. Chief among those benefits is the ability for both airlines to maintain and add new nonstop service between two of America's top business markets and small- and medium-sized communities across the United States. "Our goal remains to increase access for customers in small communities to LaGuardia and Washington-Reagan National airports. We appreciate the thousands of employees, customers and elected and community leaders who have voiced their support for our transaction. However, we expect that if this order is implemented as proposed the transaction will not go forward and significant consumer benefits will never be realized. Both airlines will review the DOT's proposed rulemaking to determine our next steps." About US Airways US Airways, along with US Airways Shuttle and US Airways Express, operates more than 3,200 flights per day and serves more than 200 communities in the U.S., Canada, Europe, the Middle East, the Caribbean and Latin America. The airline employs more than 33,000 aviation professionals worldwide and is a member of the Star Alliance network, which offers its customers more than 17,000 daily flights to 916 destinations in 160 countries worldwide. And for the eleventh consecutive year, the airline received a Diamond Award for maintenance training excellence from the Federal Aviation Administration (FAA) for its Charlotte, North Carolina hub line maintenance facility. For more company information, visit http://www.usairways.com/ Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. In the Company's second bankruptcy filing, it listed $8,805,972,000 in total assets and $8,702,437,000 in total debts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000). * * * Reorganized US Airways reported, on a GAAP basis, a net loss of $205 million, or ($1.54) per share for 2009, following a net loss of $2.2 billion, or ($22.11) per share, in 2008. As of Dec. 31, 2009, reorganized US Airways had total assets of $7,454,000,000 against debts of $7,809,000,000, for a stockholders' deficit of $355,000,000. In February, Moody's Investors Service affirmed the 'Caa1' Corporate Family and Probability of Default ratings of US Airways Group, Inc., and the SGL-4 Speculative Grade Liquidity rating. US Airways Group carries a 'CCC' issuer default rating from Fitch. WAIGHTSTILL MOUNTAIN: Court Dismisses Reorganization Case --------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of North Carolina dismissed the Chapter 11 case of Waightstill Mountain, LLC. On February 8, 2010, the U.S. Bankruptcy Administrator asked the Court to dismiss the Chapter 11 proceeding or convert the case to Chapter 7, relating that the Debtor has failed to: -- file monthly status reports and pay quarterly fees; -- file a plan in a timely manner; and -- list any pending bankruptcies by affiliates. The U.S. Bankruptcy Administrator added that it is not represented by Gene B. Johnson, a disinterested attorney. Asheville, North Carolina-based Waightstill Mountain, LLC, filed for Chapter 11 bankruptcy protection on October 29, 2009 (Bankr. W.D. N.C. Case No. 09-11197). Gene B. Johnson, Esq., at Johnson Law Firm, P.A., assists the Company in its restructuring efforts. The Company listed $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 in liabilities. WEST VALLEY REAL ESTATE: Voluntary Chapter 11 Case Summary ---------------------------------------------------------- Debtor: West Valley Real Estate Group, LLC 1830 Hillsdale Avenue, Ste. 2 San Jose, CA 95124 Bankruptcy Case No.: 10-51740 Chapter 11 Petition Date: February 23, 2010 Court: United States Bankruptcy Court Northern District of California (San Jose) Debtor's Counsel: Basil J. Boutris, Esq. Law Offices of Vaught and Boutris 80 Swan Way #320 Oakland, CA 94621 Tel: (510) 430-1518 Email: basil@vaughtboutris.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor identified Sandman Inc. with a debt claim for $2,000 as its largest unsecured creditor. A full-text copy of the Debtor's petition, including a list of its largest unsecured creditor, is available for free at: http://bankrupt.com/misc/canb10-51740.pdf The petition was signed by James Kennedy, manager of the Company. WHITE BIRCH PAPER: Chapter 15 Case Summary ------------------------------------------ Chapter 15 Petitioner: Edward D. Sherrick, senior vice president and chief financial officer Chapter 15 Debtor: White Birch Paper Company dba Compagnie de Papiers White Birch dba Papiers White Birch dba White Birch Paper 1959 Upper Water Street, Suite 800 Halifax Nova Scotia, XX B3J 2X2 Chapter 15 Case No.: 10-31234 Type of Business: White Birch Paper Company -- http://www.whitebirchpaper.com/-- is the second largest newsprint manufacturer in North America with operations in both Canada and the United States. Chapter 15 Petition Date: February 24, 2010 Court: Eastern District of Virginia (Richmond) Judge: Chief Judge Douglas O. Tice Jr. Chapter 15 Petitioner's Counsel: Jonathan L. Hauser, Esq. Troutman Sanders LLP 222 Central Park Avenue, Suite 2000 P.O. Box 61185 Virginia Beach, VA 23466-1185 Tel: (757) 687-7768 Email: jonathan.hauser@troutmansanders.com Estimated Assets: $100,000,001 to $500,000,000 Estimated Debts: $500,000,001 to $1,000,000,000 Debtor-affiliate filing Chapter 11 petition: Debtor: Bear Island Paper Company, L.L.C. Bankruptcy Case No.: 10-31202 Estimated Assets: $100,000,001 to $500,000,000 Estimated Debts: $500,000,001 to $1,000,000,000 WORLDSPACE INC: Hearing on March 5 on DIP Loans Extension --------------------------------------------------------- The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware authorized, on an interim basis, Worldspace Inc., et al., to extend, modify and increase their debtor-in- possession financing pursuant to the senior secured super priority priming DIP credit agreement, dated as of November 5, 2008, with a syndicate of financial institutions including Citadel Energy Holdings LLC, Highbridge International LLC, OZ Master Fund Ltd., and AG Offshore Convertibles Ltd. A final hearing on the Debtors' DIP loan maturity extension is set for March 5, 2010, at 9:30 a.m. prevailing Eastern Time at 824 Market Street, 6th Floor, Courtroom No. 2, Wilmington, Delaware. Pursuant to the terms of the 6th DIP amendment, the Debtors are authorized to borrow up to $2 million. As reported in the Troubled Company Reporter on February 10, 2010, the Debtors are negotiating a strategic transaction with their DIP financing provider, Liberty Satellite Radio, Inc. The Debtor would use the money to pay certain critical expenses and conclude negotiations. Liberty has agreed to provide up to $1 million in additional funding to enable the Debtors to, among other things, meet their payroll obligations. Liberty is the only available source of financing for the Debtors, and is wiling to fund the Debtors' operating expenses. About WorldSpace Inc. WorldSpace, Inc. (WRSPQ.PK) -- http://www.1worldspace.com/-- provides satellite-based radio and data broadcasting services to paying subscribers in 10 countries throughout Europe, India, the Middle East, and Africa. 1worldspace(TM) satellites cover two- thirds of the earth and enable the Company to offer a wide range of services for enterprises and governments globally, including distance learning, alert delivery, data delivery, and disaster readiness and response systems. 1worldspace(TM) is a pioneer of satellite-based digital radio services. The Debtors and their affiliates operate two geostationary satellites, AfriStar and Asia Star, which are in orbit over Africa and Asia. The Debtor and two of its affiliates filed for Chapter 11 bankruptcy protection on October 17, 2008 (Bankr. D. Del., Case No. 08-12412 - 08-12414). James E. O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors as counsel. Neil Raymond Lapinski, Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at Elliot Greenleaf, represent the Official Committee of Unsecured Creditors. When the Debtors filed for bankruptcy, they listed total assets of $307,382,000 and total debts of $2,122,904,000. W.R. GRACE: Wants to Contribute $9.9-Mil. to Pension Plan --------------------------------------------------------- W.R. Grace & Co., and its units seek the Court's permission to make contributions their defined benefit retirement plans covering their employees in the United States, which will total $9,924,866 on or prior to April 15, 2010. Payment of April 2010 Contributions to the Grace Retirement Plans is a continuation of the Debtors' "least costly approach" to assure the Debtors' compliance with the minimum funding requirements under federal law, David M. Bernick, Esq., at Kirkland & Ellis, LLP, in New York, relates. The Debtors have sought and obtained the Court's authority to contribute an aggregate of $264,224,632 since 2006: Year Contribution ---- ------------ 2006 101,427,573 2007 76,002,734 2008 49,026,185 2009 37,768,140 The future minimum required Contributions through 2010 is expected to be 45,931,837, Mr. Bernick says. The total of the required quarterly minimum contributions for the 2010 plan year due on April 15, 2010, must be the lesser of: -- 25% of the total 2009 minimum contributions minus available credit balances for each of the Debtors' individual Plans; or -- the quarterly minimum amount calculated specifically for the 2010 Plan year, which will be included in the final 2010 actuarial valuation report. The total minimum contributions for the 2009 plan year were approximately $39.9 million, while the available credit balances are approximately $50,000. The actual amount of the 2010 Plan year contributions will depend on calculations in the 2010 actuarial report for the Grace Retirement Plans, Mr. Bernick notes. The Debtors anticipate that the 2010 Actuarial Valuation Report will be finalized sometime during May 2010. Because the 2010 actuarial report will not be finalized prior to April 15, 2010, the April 2010 Contributions will be equal to 25% of the total 2009 minimum contributions, or approximately $9.9 million, Mr. Bernick discloses. The Debtors also anticipate that the 2010 Actuarial Report will not result in quarterly minimum contributions that are lesser than 25% of the total 2009 minimum contributions. However, in the unlikely event that the 2010 actuarial report does result in lesser quarterly contributions, any portion of the April 2010 Contributions that are greater than the actual 2010 plan year quarterly required minimum contributions will be used to offset subsequent required minimum contributions, Mr. Bernick explains. After the 2010 actuarial report is finalized, the Debtors will submit another pension funding request to make all required contributions for the remainder of 2010 and early 2011. The Request will specify the exact amount of each contribution required during that period, as well as information regarding the overall funded status of the Grace Retirement Plans. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing wrapped up on January 25. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) W.R. GRACE: Gets Nod to Reduce Art Revolving Credit to $15MM ------------------------------------------------------------ W.R. Grace & Co., Inc., and its units obtained the Bankruptcy Court's authority to amend the credit agreement between W.R. Grace & Co.-Conn. and Advanced Refining Technologies LLC to (i) extend its termination date to February 28, 2011, and (ii) reduce Grace's revolving credit commitment from $20.25 million to $15 million. Effective March 1, 2001, Grace and Chevron Products Company formed ART, a Delaware limited liability company that develops, manufactures and sells hydroprocessing catalysts used in the petroleum refining industry for the removal of certain impurities from petroleum feedstock. Grace initially owned a 55% interest in ART and Chevron USA owned a 45% interest. In October 2009, Grace sold 5% of the total company interest to Chevron USA; and as a result, each of Grace and Chevron USA now owns a 50% interest in ART. ART is governed by the Limited Liability Company Agreement dated as of March 1, 2001, between Grace and Chevron USA. Grace and Chevron Capital have agreed that extending the ART Credit Agreements is more cost-effective than to tie up cash in ART continuously in order to be prepared to meet financing needs if and when they occur. No objections to their Stipulation were filed, the Debtors said in a certification filed with the Court. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing wrapped up on January 25. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) W.R. GRACE: Court OKs Protocol for Addressing Employee Claims ------------------------------------------------------------- Bankruptcy Judge Judith Fitzgerald approved in its entirety the Debtors' proposed protocol to efficiently address and dispose of proofs of claim filed by employees, former employees or beneficiaries of employees or former employees of who Grace are entitled to receive benefits under Grace's existing plans, programs, and policies regarding employee bonuses and other compensation, indemnity agreements or various medical, insurance, severance, retiree and other benefits. According to the Debtors, their claims registers contain approximately 6,935 Employee Benefit Claims. The Court also approved these deadlines pursuant to the Employee Claims Resolution Protocol: * March 1, 2010 -- deadline for Debtors to file an omnibus objection to the Employee Claims * April 16, 2010 -- deadline for Claimants to file written responses * June 25, 2010 -- deadline for Debtors to file a report on the status of resolving each of the Responses * June 25, 2010 -- deadline for Debtors to seek leave to file replies to the Responses * July 12, 2010 -- omnibus hearing to consider the Objections Judge Fitzgerald also approved the form of the Benefit Continuation Notice to be served upon the Employee Claimants. The Notice was subjected to non-substantive changes which were incorporated subsequent discussions held between the Debtors and the Official Committee of Unsecured Creditors. Specifically, the Notice clarified that it will not affect any other claim that the Claimants may have filed in the Debtors' Chapter 11 cases. In the event that the Court does not confirm Grace's Plan of Reorganization, or if Grace proposes and the Court confirms a different Chapter 11 Plan that does not call for Grace to assume Grace's Benefit Programs, any order disallowing Employee Benefits Claims will be void. The Employee Benefits Claims will be reinstated for all purposes. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing wrapped up on January 25. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) YRC WORLDWIDE: Fitch Assigns 'C/RR6' Rating on Senior Notes ----------------------------------------------------------- Fitch Ratings has assigned a rating of 'C/RR6' to YRC Worldwide's new 6% senior unsecured convertible notes due 2014. The first tranche of new notes, totaling $49.8 million, was issued on Feb. 23, 2010. Proceeds from this tranche will be used to repay the $45 million in remaining outstanding principal on YRC Regional Transportation Inc.'s 8.5% senior secured notes (known as the USF notes). A second tranche of the new 6% senior unsecured convertible notes, totaling $20.2 million, is expected to close no later than July 30, 2010, with proceeds used either to repay any portion of YRCW's 5% contingent convertible senior notes that may be put back to the company later this year, or, if the company is successful in removing the put provision from the indenture covering the 5% contingent convertible notes, proceeds from the second tranche of convertible notes will be used for general corporate purposes. YRCW's Issuer Default Rating is 'CC'. As noted in Fitch's press release dated Feb. 11, 2010, the issuance of the new 6% convertible notes has reduced the likelihood of a default in the very near term, as it has allowed YRCW to pre-fund its material debt obligations in 2010, while also preserving liquidity during the seasonally weak early part of the year. The company ended 2009 with $98 million in cash and $160 million in availability on its secured revolving credit facility, of which $106 million is currently available to meet the company's liquidity needs. YRCW also noted on its fourth quarter 2009 earnings call that it expects to receive an $85 million cash tax refund in the first quarter of 2010, which will further reduce the likelihood of a liquidity squeeze in the first half of this year. Despite the relatively stronger liquidity position and the pre- funding of its 2010 debt obligations, significant risks to YRCW's credit profile remain over the longer term. In particular, the company must begin producing positive operating cash flow in order to stabilize its financial position. In 2009, the company recorded negative operating cash flow of $384 million, so its performance in 2010 must be considerably stronger. The enactment of a number of cost and operational initiatives over the course of 2009 is expected to help improve operating cash flow this year. Several of the most significant initiatives, including the deferrals of credit facility and asset-backed securitization facility interest and fees, as well as an 18-month cessation of multiemployer pension plan contributions, are only temporary, however. Over the longer term, YRCW will need to increase revenue sufficiently to cover these payments when it is once again required to do so. This will require both an increase in customer demand and an improvement in the less-than-truckload pricing environment. The recovery rating of 'RR6' that has been assigned to the new 6% convertible notes reflects Fitch's expectation that the notes' recovery prospects would be less than 10% in a distressed scenario. Fitch does not expect YRCW's IDR to be upgraded from the 'CC' level until the company begins to produce positive free cash flow on a sustainable basis. On the other hand, continued negative free cash flow over the next several quarters resulting from ongoing weakness in the LTL market could result in the company's liquidity position becoming unsustainable, in which case Fitch will downgrade the company's ratings. * Charles Mills Joins Houlihan Lokey as a Managing Director ----------------------------------------------------------- Houlihan Lokey disclosed that Charles W. Mills has joined the Atlanta office as a Managing Director, heading up mergers and acquisitions for the Southeast U.S. region. In his new role, Mr. Mills will provide strategic financial advice to leading companies in the southeast. Mr. Mills will be assisting clients in raising capital and mergers and acquisitions. "With the addition of Charlie Mills, Houlihan Lokey continues its commitment to providing our clients the highest quality local advisers, while also providing them with our global capabilities and deep industry knowledge that clients have come to depend on us for," said Scott Adelson, Senior Managing Director and global co- head of Corporate Finance. Before joining Houlihan Lokey, Mr. Mills headed Macquarie Capital's M&A practice in the Southeast U.S. region. He also previously served as Managing Director and head of the Industrial Practice Group at SunTrust Robinson Humphrey, where he specialized in providing private equity and corporate clients with financial advisory and capital raising services. Prior to his 14 years in investment banking, Mr. Mills was a Lieutenant with the United States Navy, serving as a nuclear engineer and Surface Warfare Officer. Mr. Mills holds a Bachelor of Science degree in Economics with Honors with Distinction from the United States Naval Academy and an MBA from the Harvard Graduate School of Business Administration. He is registered with FINRA as a General Securities Principal (Series 7, 24 and 63) and a Limited Representative -- Investment Banking (Series 79). About Houlihan Lokey Houlihan Lokey, an international investment bank, provides a wide range of advisory services in the areas of mergers and acquisitions, financing, financial restructuring, and valuation. The firm was ranked the No. 1 M&A advisor for U.S. transactions under $3 billion in 2009 and the No. 1 U.S. fairness opinion advisor over the past 10 years by Thomson Reuters. In addition, the firm advised on more than 500 restructuring transactions valued in excess of $1.25 trillion over the past 10 years. Notable engagements cover numerous sectors and virtually all of the largest U.S. corporate bankruptcies, including Lehman Brothers, General Motors, WorldCom and Enron. The firm has more than 800 employees in 14 offices in the United States, Europe and Asia. Each year we serve more than 1,000 clients ranging from closely held companies to Global 500 corporations. * Distressed Asset Veterans Launch Halsey Lane Holdings ------------------------------------------------------- Founding partners Mark Dalton, Alex Sorokin and Neil Wessan have launched Halsey Lane Holdings to assist lenders-turned-owners of distressed companies in managing and maximizing the value of their post-restructuring equity investments. Halsey Lane says that it combines the Principals' extensive private equity, turnaround, restructuring and capital markets expertise with an offering that is solely and uniquely focused on maximizing recoveries for unnatural owners of equity exchanged for debt as a result of the restructuring process. "The combination of the credit crisis and the deepest recession since World War II have caused many highly leveraged situations created during the private equity boom of 2004-2007 to default, creating a significant number of unnatural owners - hedge funds, banks, CLOs and CDOs, mutual funds, insurance companies and other lenders -- that did not intend to end up owning equity in these companies," explained Mark Dalton, the Managing Principal at Halsey Lane and a veteran of distressed debt firm Avenue Capital Group and private equity firm Trimaran Capital Partners. "Halsey Lane applies a proven, process-driven approach to maximizing the enterprise value of these companies by improving operating results and then designing and implementing the optimal exit strategy in conjunction with our clients." Halsey Lane acts as the company's sponsor on behalf of its new owners, assuming responsibility for the successful long-term management of their portfolio company investment in the same way that a private equity firm would. "In doing so, our objectives are completely aligned with those of the owners," added Alex Sorokin, Halsey Lane Principal and former Managing Director at Zolfo Cooper who has served as interim CEO or chief restructuring officer at numerous companies going through complex operational and financial restructurings. "Halsey Lane acts as a 'quarterback' for the new owners following the restructuring process, becoming engaged on a detailed, day-to-day level with management and outside professional firms to oversee the company's business plan, monitor its performance, facilitate an exit process and focus on any significant issues that might arise -- engaging far more intensively than would a traditional Board of Directors. Ideally, we will serve on the Board of Directors of portfolio companies on behalf of our clients, but this is not a requirement to retain Halsey Lane." "For unintended lenders-turned-owners, preserving, and more importantly, increasing the value of their legacy loans present very different challenges than what they are used to doing -- managing bank debt and high yield bonds," noted Neil Wessan, a Principal at Halsey Lane and former Managing Director and Co-Head of the Leveraged Loan Capital Markets & Syndications group at Jefferies & Company. "Many of these new owners have neither the staff nor the time to manage these investments to maximize the recoveries that could be achieved. Halsey Lane represents a new and better alternative to options currently available, which typically result in owners leaving money on the table and frequently lead to the continued loss of value rather than its maximization. We want our clients to view post-reorganization equity as an opportunity, not a burden." About Halsey Lane Founded in 2009 by Principals Mark Dalton, Alex Sorokin and Neil Wessan, New York-based Halsey Lane Holdings assists lenders- turned-owners and other unnatural owners of illiquid equity to manage their equity investments over a longer-time horizon until more favorable exit opportunities can be devised and executed. Halsey Lane's three Principals bring a combined 75+ years of experience in private equity, management, operations, restructuring and capital markets to the firm. * MoFo Snags Paul Hastings Bankruptcy Pro ----------------------------------------- Morrison & Foerster LLP has hired Anthony Princi as a partner in its Bankruptcy & Restructuring Practice in the New York office. Mr. Princi's practice focuses on debt capital markets and restructuring, representing corporate debtors in debt transactions, and secured and unsecured creditors' committees in cross-border bankruptcy proceedings and out-of-court restructurings. "We are thrilled to have Tony join our team. As we expand our bankruptcy and restructuring practice, particularly in New York, the center of the restructuring world, adding an attorney of his caliber and experience is an important step in our growth plans," said Larren Nashelsky, co-chair of Morrison & Foerster's Bankruptcy & Restructuring practice. "His expertise on creditor- side restructurings and experience representing financial institutions, including hedge funds and private equity funds, as well as ad hoc committees, broadens our practice capabilities and client base." "The opportunities to help clients develop and navigate their restructuring and bankruptcy strategies in today's marketplace are immense," said Princi. "It's an exciting time to be joining Morrison & Foerster's highly regarded Bankruptcy & Restructuring practice. I look forward to working with my new partners to enhance our clients' interests in the distressed debt market." Mr. Princi arrives from Paul Hastings, where he was a partner in the firm's London and New York offices. He received his B.S., summa cum laude, in 1979 and J.D. in 1982 from Fordham University in New York. He is a member of the state bars of New York and Florida and a UK registered foreign lawyer.s * NERA Appoints New Practice Chairs ----------------------------------- NERA Economic Consulting, a leading global provider of economic advice and analysis in business, legal, and regulatory matters, announced today the appointment of two new practice chairs and three officer-level promotions. In NERA's Global Energy, Environment, and Network Industries (EEN) Practice, Mike King has been named Practice Chair, and Dr. Adam Borison has been promoted to Senior Vice President. In the firm's Global Securities and Finance Practice, Dr. Robert Mackay has been appointed Chair; and Dr. John Montgomery and Dr Faten Sabry have been promoted to Senior Vice President. Practice Chairs Mike King, Senior Vice President and Chair of NERA's Global EEN Practice, is an economist with extensive experience in electric wholesale markets, electric utility restructuring, strategy, and regulation. His recent work has focused on the merchant generation sector, where he has provided strategy and valuation advice on mergers and acquisitions, support for financing of merchant energy companies, and advice on the financial restructuring of distressed companies. Mr. King replaces Dr. Michael Rosenzweig, who recently retired from NERA but continues to work with the firm as a Special Consultant. Dr. Robert Mackay, Senior Vice President and Chair of NERA's Global Securities and Finance Practice, specializes in providing securities and financial markets litigation support and risk management advisory services. His primary interests are in the economics of trading and investing, financial risk management, and derivatives and derivative securities. Dr. Mackay's predecessor as Practice Chair, Dr. Vinita Juneja, remains with the firm as a Senior Vice President. Officer-Level Promotions Dr. Adam Borison, Senior Vice President, is a San Francisco-based member of NERA's EEN Practice, and Leader of NERA's Energy and Infrastructure Risk Advisory Group. He is an internationally recognized expert in decision analysis, real options, and related methodology, with over 25 years of advisory experience in the power, energy, and resource sectors. Dr. Borison holds a BS in biochemistry from Yale, a Masters in public policy from Harvard, and a PhD in management science and engineering from Stanford. Dr. John Montgomery, a New York-based Senior Vice President in NERA's Securities and Finance Practice, has consulted on a wide range of securities and financial issues, including cases under both securities laws and ERISA. He has testified on damages, materiality, prudence of investment decisions, costs of trading, and macroeconomic issues. He has also led teams analyzing large datasets related to brokerage, mutual fund, and 401(k) accounts. Dr. Montgomery earned his PhD from Princeton University and worked in government and in the securities industry prior to joining NERA. Dr. Faten Sabry, Senior Vice President, is also based in New York. She directs projects in the areas of securities, complex damages disputes, and mass torts. Her work includes both advisory engagements and litigation support in cases that culminated in trials or bankruptcy hearings. Dr. Sabry has testified as an expert at trial and is the author of various articles on the economics of subprime lending, econometric analysis of mutual funds' advisory fees, claiming behavior, and determinants of anti- dumping protection. Dr. Sabry received her PhD from Stanford Business School and her MA in economics from the American University in Cairo. About NERA NERA Economic Consulting -- www.nera.com -- is a global firm of experts dedicated to applying economic, finance, and quantitative principles to complex business and legal challenges. For half a century, NERA's economists have been creating strategies, studies, reports, expert testimony, and policy recommendations for government authorities and the world's leading law firms and corporations. * NHB Advisors Relocates New York York Office --------------------------------------------- NHB Advisors, Inc., has moved its New York office. Its new location is: NHB Advisors, Inc. Chrysler Building 405 Lexington Avenue 26th Floor New York, NY 10174 Headquartered in Philadelphia, NHB Advisors, Inc., is a turnaround, crisis management and financial advisory firm. It offers these services to financially challenged companies throughout America: turnaround and crisis management; financial advisory; investment banking; and fiduciary services. NHB also maintains offices in Boston, Dallas, Denver, Los Angeles, New York and Wilmington, Delaware. * BOOK REVIEW: Megamergers - Corporate America's Billion-Dollar Takeovers --------------------------------------------------------------- Author: Kenneth M. Davidson Publisher: Beard Books Hardcover: 427 pages Listprice: $34.95 Review by Henry Berry Megamergers are nothing new to the business world. One of the first occurred in 1901, when Carnegie Steel merged with several rival steel corporations, resulting in the billion-dollar United States Steel. Since then, megamergers have been a part of American business. However, the author notes that megamergers have historically "occurred sporadically and been understandable" on face value. By contrast, in recent decades there has been a "current wave of large mergers [that] is unprecedented." In Megamergers - Corporate America's Billion-Dollar Takeovers, Davidson looks at the unprecedented number of megamergers occurring today and considers whether this signals a change in the thinking of U.S. business leaders. Legislators, corporate executives, mergers specialists, and anyone else involved in, or affected by, megamergers will find this book enlightening. An announcement of a merger is usually accompanied with the pronouncements that it will result in greater synergies, operational efficiencies, and improved servicing of markets. Davidson questions whether this has, in fact, been the case. He analyzes the subsequent financial performance of the corporate behemoths produced by these megamergers and concludes that the majority of them were not justifiable nor, ultimately, productive. Davidson is an admitted skeptic about the value of mergers to the overall economy and to employees, stockholders, and consumers. He is critical of the overly optimistic rationales prevalent in today's business climate that lead many businesspersons into mergers. For the most part, though, he keeps his biases in check. He rejects many of the common criticisms of mergers. For example, he finds unpersuasive the argument that mergers should be rejected on the ground that they undermine market competitiveness. Nor, does he say, is it worthwhile to revisit the ongoing debate over whether "risk arbitrageurs are good guys or bad guys." The author states that his "first intention [is] to paint a picture of what is happening [to] clarify the issues involved and areas of dispute." He offers a balanced examination of the megamerger phenomenon, particularly as it pertains to the energy and financial services industries. He goes beyond seeing megamergers only as phenomena of contemporary corporate culture, and his analyses go beyond mere statistics. Megamergers have their roots not only in business ambitions and current trends, but also in human nature. Recognizing this, the author also addresses the psychology underlying megamergers. As noted in the section "The Acquisition Imperative," mergers present a temptation to the decision-making executives of successful companies "look[ing] beyond their product and consider[ing] the disposal of excess profits." Davidson explains why a merger appears to many executives to be a better option than distributing profits to shareholders, starting new businesses, or investing in securities. The informed perspective Davidson offers in this book, first published in 2003, is just as relevant today. It is a book that brings new wisdom to old ways of thinking about megamergers. An attorney for the U. S. Federal Trade Commission for 25 years, Kenneth M. Davidson has also been a corporate attorney and a visiting law professor. ********* 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 ***