/raid1/www/Hosts/bankrupt/TCR_Public/100729.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, July 29, 2010, Vol. 14, No. 208
Headlines
81 PULASKI: Case Summary & 10 Largest Unsecured Creditors
AIR CANADA: Moody's Assigns 'Caa1' Rating on US$200 Mil. Notes
AIR CANADA: S&P Keeps 'CCC+' Long-Term Corporate Credit Rating
ALCOA INC: Fitch Assigns Preferred Stock Rating at 'BB'
ALMATIS B.V.: Oaktree Might File New Plan to Rival DIC Proposal
ALMATIS B.V.: Seeks Continued Use of Cash Collateral
AMERICAN MEDIA: Expects to Close Exchange Offer in August
AMERICAN SAFETY: Files for Ch. 11 to Sell to 1st Lien Lenders
ANTELOPE TECHNOLOGIES: Case Dismissed Over Unfair Advantage
APPLETON PAPERS: Completes Sale of APC & NEEI's Capital Stock
ARTECITY PARK: Case Summary & 20 Largest Unsecured Creditors
ATRADE FORWARDING: Case Summary & 20 Largest Unsecured Creditors
AURELIO TALAVERA: Voluntary Chapter 11 Case Summary
AVIS BUDGET: Tops Hertz with $46.50 Per Share Offer for DTAG
BCAC LLC: Can Use PNC Bank's Cash Collateral Until September 30
BERNARD MADOFF: Jacob Stein Advises on Asset Protection
BIG WEST: S&P Assigns Corporate Credit Rating at 'B+'
BIOVEST INTERNATIONAL: FDA Grants Orphan Drug Status for Cancer
BIOVEST INTERNATIONAL: Says Stock Listing Upraded to OTCQB Market
BOZEL SA: Bankr. Ct. Will Resolve Corporate Governance Dispute
BROOKE CORP: Trustee Wins Nod to Investigate Third Parties
BUILDERS FIRSTSOURCE: S&P Affirms 'CCC+'; Outlook Now Negative
CANWEST GLOBAL: Ontario Court Sanctions Plan of Compromise
CAPITAL GROWTH: Files Terms of Plan and New Secured Loan
CAPITOL BANCORP: Extends Exchange Offer for 10.50% TruPS
CAREY SALLEY: Case Summary & 5 Largest Unsecured Creditors
CELL THERAPEUTICS: Launches Offering for $4.06MM of Securities
CHEMTURA CORP: Wins Nod to Sell Sulfonates & Petrolatums Business
CHRYSLER LLC: Court Dismisses Trust's Suit Against Daimler
CHUGH SHOPPING: Negotiates Secured Debt, Wants Case Dismissed
CIRCUIT CITY: Court Removes Cap on Gowling Lafleur Fees
CIRCUIT CITY: Reaches Deal with Avenues in Leather
CIRCUIT CITY: Said to Have Reached Compromise with Creditors Panel
COASTLINE TERMINALS: Files Schedules of Assets and Liabilities
CUMULUS MEDIA: Inks Fourth Amended Credit Agreement with BoA
CW MEDIA: S&P Keeps 'BB-' Long-Term Corporate Credit Rating
D I OF GREENSBORO: Case Summary & 7 Largest Unsecured Creditors
DAVID DUNNE: Case Summary & 20 Largest Unsecured Creditors
DEBORAH MATEEN: Case Summary & 20 Largest Unsecured Creditors
DELTA AIR: Reveals 64% Hiring Spike; 65,000 Applicants Expected
DELTA AIR: Stockholders Elect 13 Directors at June 30 Meeting
DELTA AIR: US Airways Withdraws Rejection Claim
DELUXE ICE CREAM: Case Summary & 20 Largest Unsecured Creditors
DOLLAR THRIFTY: Avis Tops Hertz With $46.50 Per Share Offer
E*TRADE FINANCIAL: Moody's Gives Stable Outlook on 'B3' Rating
ECHO GRAY: Case Summary & 2 Largest Unsecured Creditors
EIGEN INC: Creditors Have Until August 27 to File Proofs of Claim
EMILY AUTO: Voluntary Chapter 11 Case Summary
ENERGY FUTURE: KDP Says Bondholders Face Dismal Choice
EPICEPT CORP: Amends Employment Agreement with CFO Robert Cook
FONTAINEBLEAU L.V.: Trustee Wants to Substitute as MDL Plaintiff
FREDERICK BERG: Files for Chapter 11 Bankruptcy Protection
FRONTERA RESOURCES: Extends Exchange Offer for Convertible Debt
GARY BURIVAL: 8th Circuit Rules Stub Rent Is Admin. Expense
GENERAL GROWTH: Appoints Stephen Douglas as Executive VP and CFO
GLOBAL CAPACITY GROUP: Case Summary & Creditors List
GLOBAL CROSSING: Posts $48 Million Net Loss for June 30 Quarter
GRABANSKI GRAIN: Case Summary & 20 Largest Unsecured Creditors
GREAT ATLANTIC: S&P Downgrades Ratings to 'CCC' on Weak Liquidity
GREEKTOWN HOLDINGS: Manulife et al Have Stake in Reorg. Entity
GREEKTOWN HOLDINGS: Proposes to Pay Workers' Obligations
GREEKTOWN HOLDINGS: Solus Has Stake in Reorganized Entity
GREEKTOWN HOLDINGS: Superholdings Executives File Form 3s
GRETCHEN MANLEY: Case Summary & 10 Largest Unsecured Creditors
HEARTHSTONE RANCH: Chapter 11 Reorganization Case Dismissed
HERTZ CORP: Avis Offers $46.50 Per Share Offer for Dollar Thrifty
INNKEEPERS USA: Lehman Aims to Recover $238 Million Claim
INNKEEPERS USA: Proposes to Pay Prepetition Taxes & Fees
INNKEEPERS USA: Wants to Hire Professionals in Ordinary Course
J & J CONSTRUCTION: Court OKs Eason Law as Bankruptcy Counsel
JAMES RIVER: S&P Affirms Corporate Credit Rating at 'B-'
JAMES WORM, JR.: Case Summary & 20 Largest Unsecured Creditors
JENNIFER CONVERTIBLES: Wants KPMG CF as Real Estate Advisors
JENNIFER CONVERTIBLES: Wants TM Capital as Financial Advisor
JERRY BARNETT: Case Summary & 20 Largest Unsecured Creditors
JOHN REEVES: Case Summary & 11 Largest Unsecured Creditors
JOSEPHINE EDRALIN: Case Summary & Largest Unsecured Creditor
JPP INC: Voluntary Chapter 11 Case Summary
KEVIN RABEY: Case Summary & 15 Largest Unsecured Creditors
KIM NAROG: Voluntary Chapter 11 Case Summary
KURRANT MOBILE: Posts $165,600 Net Loss in Q1 Ended May 31
LAM RESEARCH: S&P Puts 'BB-' Corp. Rating on CreditWatch Positive
LEHMAN BROTHERS: Agrees to Lift Stay to Allow Harvest Grove Sale
LEHMAN BROTHERS: Assigning Market Agent Pact to Deutsche Bank
LEHMAN BROTHERS: Resolves Shinhan Investment Claims Dispute
LEHMAN BROTHERS: Terminates Comvest Engagement Letter
LINCOLNSHIRE CAMPUS: Files Schedules of Assets & Debts
LINCOLNSHIRE CAMPUS: Files Statement of Financial Affairs
LINCOLNSHIRE CAMPUS: SCD Raises Bid to $49 Million
LISA YOUNG: Case Summary & 7 Largest Unsecured Creditors
LSM HOTEL: Voluntary Chapter 11 Case Summary
LUCIEN LAGRANGE: Founder to Retire; Firm to Wind Up Affairs
MAGIC BRANDS: Luby's Completes $63.5 Mil. Purchase of Assets
MALL BOULEVARD: Case Summary & 20 Largest Unsecured Creditors
MARC BARNES: Voluntary Chapter 11 Case Summary
MARC MELLOUL: Case Summary & 10 Largest Unsecured Creditors
MAYSVILLE INC: Gets Court OK to Sell Real Property to Fairchild
MERUELO MADDUX: Creditors Seek Docs Under FRBP Rule 2004
MICHAEL JEFFCOAT: Case Summary & 20 Largest Unsecured Creditors
MIDWEST OIL: Case Summary & 20 Largest Unsecured Creditors
MONARCH LANDING: Files Schedules of Assets & Liabilities
MOVIE GALLERY: Asks for Plan Exclusivity Until October 31
MOVIE GALLERY: Canada Unit Offers 50% Off in Liquidation Sale
MOVIE GALLERY: Submits Disclosure Statement; Hearing on Sept. 8
NEVERTELL FARM: Case Summary & 15 Largest Unsecured Creditors
NORTH AMERICAN TECH: Gets Court's Nod to Put Assets on Sale
NORTH EAST TRANSFER: Delayed Lease Payments Cue Bankruptcy Filing
ONE COMMUNICATIONS: Moody's Affirms 'B3' Corporate Family Rating
ONE COMMUNICATIONS: S&P Downgrades Rating to 'CCC+' From 'B-'
PACIFIC AVENUE: Case Summary & 20 Largest Unsecured Creditors
PACIFIC NORTHERN: Voluntary Chapter 11 Case Summary
PAETEC HOLDING: Consummates 8-7/8% Sr. Secured Notes Offering
PATRICIA ANNE APARTMENTS: Auctioneers to Hold Foreclosure Auction
PHILIS GROOMES-LOVE: Case Summary & 19 Largest Unsecured Creditors
PINE MOUNTAIN: Plan Outline Hearing Scheduled for September 9
QB2 HOLDINGS: U.S. Trustee Unable to Form Creditors Committee
QB2 HOLDINGS: Files Schedules of Assets and Liabilities
QB2 HOLDINGS: Amends List of Largest Unsecured Creditors
QIMONDA AG: Sec. 365 Protections Not Guaranteed in Chapter 15
QSGI INC: Has Until August 24 to Propose Chapter 11 Plan
QUICKSILVER RESOURCES: Moody's Affirms 'B1' Corp. Family Rating
R. ESMERIAN: Fred Leighton Trustee Wants Suit vs. Former Owner
RICHARD GETTY: Case Summary & 20 Largest Unsecured Creditors
RSC HOLDINGS: Extends Exchange Offer for 10-1/4% Notes to July 30
RSC HOLDINGS: June 30 Balance Sheet Upside-Down by $33.7 Million
SAINT VINCENTS: Has August Auction for Home Health Biz
SANFORD HOROWITZ: Plan Outline Hearing Continued Until Sept. 13
SB PARTNERS: Posts $201,790 Net Loss for First Quarter
SEA LAUNCH: Court Approves Chapter 11 Plan of Reorganization
SEDGEBROOK INC: Files Schedules of Assets & Liabilities
SEDGEBROOK INC: Files Statement of Financial Affairs
SENSATA TECHNOLOGIES: Earns $82.2 Million for June 30 Quarter
SHAW COMMUNICATIONS: Ontario Court OKs Plan of Compromise
SOLYNDRA INC: Brian Harrison Replaces Chris Gronet as CEO
SOUTHEAST TELEPHONE: Plan Confirmation Hearing Set for August 12
SPIRIT CREEK: U.S. Trustee Unable to Form Creditors Committee
SPRINKLES ICE CREAM: Case Summary & 3 Largest Unsecured Creditors
STATION CASINOS: Creditors Bid to Stay Bidding Order Denied
SUK HEE SUH: Files Schedules of Assets and Liabilities
T-FAB INC: Case Summary & 20 Largest Unsecured Creditors
TACO DEL MAR: Asks for Extension of Cash Collateral Use
TEXAS INDUSTRIES: Moody's Assigns 'B3' Rating on $600 Mil. Notes
TEXAS RANGERS: Cuban Doing Due Diligence, No Timetable for Bid
TEXAS RANGERS: Modifies Sales Protocol; Proposes Sec. 363 Deal
TOP SHIPS: Receives Waiver from Emporiki Bank
TWO BROTHERS: Voluntary Chapter 11 Case Summary
UAL CORP: Blackrock Discloses 4.86% Equity Stake
UAL CORP: CEO Tilton Named to Obama's Export Council
UAL CORP: Wellington Discloses 10.14% Equity Stake
UNIVERSAL USA: Case Summary & 10 Largest Unsecured Creditors
UNIVERSITY SHOPPES: Plan Confirmation Hearing Set for August 12
VERTIS HOLDINGS: Lets Bondholders Withdraw from Exchange Offer
VERTIS HOLDINGS: Seeks $575-Mil. in New Loans to Fund Refinancing
VISTEON CORPORATION: Gets Plan Support from Term Loan Lenders
WASHINGTON MUTUAL: Wants Broadbill Investment Lawsuit Dismissed
WASHINGTON MUTUAL: Washington State Seeks Owners of Deposits
WAYNE TAYLOR: Case Summary & 9 Largest Unsecured Creditors
W.L. ARCHER: Case Summary & 17 Largest Unsecured Creditors
WOOD PARK: Case Summary & 7 Largest Unsecured Creditors
W.R. GRACE: Reaches Deal to Expedite Cleanup for Superfund Site
YONKERS RACING: S&P Raises Rating on $225 Mil. Notes to 'BB-'
* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
********
81 PULASKI: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 81 Pulaski Street LL 81 Pulaski Street LLC
236 Broadway, Suite 204
Brooklyn, NY 11211
Bankruptcy Case No.: 10-47005
Chapter 11 Petition Date: July 25, 2010
Court: U.S. Bankruptcy Court
Eastern District of New York (Brooklyn)
Judge: Carla E. Craig
Debtor's Counsel: David Carlebach
40 Exchange Place, Suite 1306
New York, NY 10005
Tel: (212) 785-3041
Fax: (212) 785-3618
E-mail: david@carlebachlaw.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A copy of the Company's list of 10 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nyeb10-47005.pdf
The petition was signed by Henry Walter, president.
AIR CANADA: Moody's Assigns 'Caa1' Rating on US$200 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Air Canada's
proposed US$200 million second lien senior secured notes due 2016.
Moody's affirmed all the other ratings, including: corporate
family and probability of default ratings at B3, first lien senior
secured notes at B2, and the speculative-grade liquidity rating at
SGL-2. The ratings outlook is stable.
The Caa1 rating on the Second Lien Notes is two notches lower than
the B2 rating on US$900 million of first lien notes that share the
same collateral package. The collateral is a diverse pool of Air
Canada's assets including substantially all of its accounts
receivable; certain owned real property; Pacific routes and
related gate leaseholds and landing slots; landing slots and
related gate leaseholds at London's Heathrow and New York's
LaGuardia airports; certain spare engines and ground equipment.
There is some uncertainty with respect to the ultimate realizable
value of the Pacific routes given a lack of precedent transactions
in Canada, potential regulatory restrictions on the transfer of
the route licenses and a limited number of apparent buyers. The
realizable value of the receivables is also likely to be below the
stated face amount because a portion originates from related
parties, and which may have limited value without Air Canada in
operation. The collateral package taken together, is nonetheless
expected to provide coverage on the Second Lien Notes.
Assignments:
-- Senior Secured Second Lien Notes, Assigned Caa1 (LGD5, 78%)
Affirmations:
-- Corporate Family Rating at B3
-- Probability of Default Rating at B3
-- Speculative Grade Liquidity Rating at SGL-2
-- Senior Secured First Lien Notes, at B2 (to LGD3, 34% from
LGD3, 37%)
Moody's most recent rating action on Air Canada was on July 20,
2010, when Moody's assigned a B3 corporate family rating and a B2
rating to the US$900 million first lien senior secured notes due
2015.
Headquartered in Saint-Laurent, Quebec, Air Canada is the largest
provider of scheduled passenger services in Canada and beyond its
borders and also provides cargo and tour operator services.
AIR CANADA: S&P Keeps 'CCC+' Long-Term Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it kept its 'CCC+' long-
term corporate credit rating on Montreal-based Air Canada on
CreditWatch, where it had been placed with positive implications
July 20.
At the same time, Standard & Poor's assigned its 'B-' issue-level
rating and '4' recovery rating to Air Canada's proposed
US$200 million second-lien senior secured notes due 2016. The '4'
recovery rating indicates S&P's expectation of average (30%-50%)
recovery in the event of default. The issue-level rating will not
be placed on CreditWatch.
The rating on the proposed notes is subject to its successful
issue, and to S&P's review of the final documentation. In the
event of any changes to the amount or terms of the notes, the
corporate credit and issue-level ratings could be subject to
further review.
The rating on the proposed US$900 million first-lien senior
secured notes is unchanged at 'B+', with a '1' recovery rating.
There is no CreditWatch placement on this rating.
"The continued CreditWatch placement reflects S&P's view that, on
completion of the proposed first- and second-lien notes offering,
Air Canada's liquidity will improve to a level S&P believes is
consistent with that of its rated peers," said Standard & Poor's
credit analyst Jamie Koutsoukis.
That, in combination with what S&P believes are improving market
conditions for the air carrier through 2010, should strengthen the
corporate credit profile to a level that would likely lead us to
raise the corporate credit rating on the company to 'B-' and
assign a stable outlook.
The ratings on Air Canada reflects Standard & Poor's view of the
airline's credit risk profile, which remains constrained by
significant financial leverage and debt servicing burden, high
operating cost structure, weak industry demand, and increasing
competitive pressure in domestic markets.
The positive CreditWatch placement reflects S&P's view that the
pending first- and second-lien notes issue, if successful under
the preliminary terms and conditions that S&P has reviewed, will
improve Air Canada's liquidity position. The increase in
liquidity, in combination with what S&P view as improving market
conditions for its operations, could lead us to raise the
corporate credit rating on the company to 'B-' and assign a stable
outlook. Conversely, should Air Canada be unable to increase in
liquidity with the proposed notes offering, S&P would likely
maintain the current rating. Standard & Poor's expects to resolve
the CreditWatch on completion of the notes offerings or if the
issue is delayed or cancelled.
ALCOA INC: Fitch Assigns Preferred Stock Rating at 'BB'
-------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' to Alcoa Inc.'s $1 billion,
6.15% senior unsecured notes due Aug. 15, 2020. Proceeds of the
notes are to be used to fund the purchase price of the notes which
are tendered pursuant to its offer to purchase dated July 26,
2010, with remaining proceeds to repay certain other outstanding
indebtedness or for general corporate purposes.
The offer to purchase covers any and all of the 6.50% notes due
2011 with an outstanding principal amount of $583 million, up to
the Maximum Tender Amount ($750 million less the aggregate
purchase prices of the 2011 notes accepted for purchase) of the 6%
notes due 2012 and the 5.375% notes due 2013; provided that the
purchase of the 2013 notes is limited to $50 million. Separately,
Alcoa will repay the $511 million notes due Aug. 1, 2010 at
maturity with cash on hand.
Fitch currently rates Alcoa:
-- Issuer Default Rating at 'BBB-';
-- Senior unsecured debt at 'BBB-';
-- $3.25 billion revolving credit facility at 'BBB-';
-- Preferred stock at 'BB'.
-- Short-term IDR at 'F3';
-- Commercial paper at 'F3'.
The Rating Outlook remains Negative.
The ratings reflect Fitch's view that cash balances should be
ample to repay scheduled maturities of debt in 2010 during a
period of weak recovery given Alcoa's actions to reduce its
operating base, its maintenance capital expenditures and raw
materials costs. Alcoa's guidance is that it will be free cash
flow positive after $1.1 billion in capital expenditures in 2010
and that the $1.2 billion investment due over the next four years
for its share of the Ma'aden joint venture will come from cash
from operations.
The company generated latest 12-month June 30, 2010 operating
EBITDA of $1,961 million and, while visibility is severely
limited, Fitch expects EBITDA of at least $2.5 billion in 2010 on
the existing curtailed operations. Fitch also expects total debt
to operating EBITDA of between 3.0 times and 4.0x in 2010 before
it falls to levels more consistent with the ratings as the
recovery strengthens.
The Negative Outlook reflects limited earnings visibility and
pressures on the aluminum market from growing high inventories and
persistent surplus production. The ratings would be on review for
possible downgrade should liquidity deteriorate, earnings and cash
flow be worse than expected, or total debt fail to decline.
Fitch expects Alcoa's liquidity to remain adequate over the next
12-18 months. At quarter-end, cash on hand was $1.3 billion. Pro
forma for the repayment of the notes due Aug. 1, 2010, cash on
hand would be $800 million. In addition, Fitch estimates that the
$3.25 million five-year revolver was fully available.
Before the application of the proceeds from the new note issue,
scheduled maturities of debt are $666 million in 2010,
$844 million in 2011, $701 million in 2012, $1.5 billion in
2013, and $804 million in 2014.
Alcoa's ratings reflect the company's leading position in the
industry, its strength in low-cost alumina production, and the
operating flexibility afforded by the scope of its operations.
Aluminum and alumina account for more than three-quarters of
revenues.
ALMATIS B.V.: Oaktree Might File New Plan to Rival DIC Proposal
---------------------------------------------------------------
Almatis B.V. asks the U.S. Bankruptcy Court for the Southern
District of New York to approve a "plan support agreement" on a
revised restructuring proposal arranged by its owner, Dubai
International Capital LLC.
The Plan Support Agreement lays out the obligations of Almatis,
DIC and a group of junior lenders in support of the confirmation
and implementation of DIC's plan proposal.
DIC arranged the restructuring proposal after obtaining an
underwritten $535 million debt financing. The financing would
help fully repay Almatis' senior lenders and would allow Almatis'
junior lenders to recover more than under the existing
prepackaged restructuring plan proposed by Oaktree Capital
Management L.P. for the Company.
The Oaktree-led prepackaged restructuring plan filed in late
April has the support of Almatis' senior lenders. Oaktree
particularly owns 46% of the Company's senior debt. The
prepackaged plan contemplates that Oaktree would get an 80% stake
in Almatis upon the Company's emergence from bankruptcy. In
turn, Almatis' debts would be to halve to about $422 million,
with senior lenders which are owed about $680 million, being
offered options under the plan. The Company also executed a plan
support agreement in relation to the Oaktree-led plan.
DIC and the Company's junior lenders, however, have vigorously
opposed the initial prepackaged plan, asserting that it would
wipe out DIC's equity stake in the Company and the debt claims of
more subordinated mezzanine and second-lien lenders.
DIC's discontent of the Initial Plan led it to come up with an
alternative plan for Almatis that would preserve its interest in
the Company.
If approved, the DIC Plan Support Agreement will pave the way for
Almatis to withdraw its prepackaged plan that pays senior
creditors somewhere in the 85% range and junior creditors hardly
anything, according to New York-based Gibson Dunn & Crutcher LLP,
which represents Almatis.
DIC Plan Support Agreement
Under the DIC Plan Support Agreement, Almatis is required to
terminate its obligations under and withdraw its support for the
Oaktree-led plan. Meanwhile, DIC and the junior lenders are
required to vote their claims and interests in favor of the
revised DIC-led restructuring plan, and to support Almatis' use
of the cash collateral.
Almatis intends to file a copy of a disclosure statement,
detailing a description of the revised plan after it gets
Bankruptcy Court approval of the DIC Plan Support Agreement.
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York will consider approval of the DIC Plan
Support Agreement at a hearing scheduled for August 3, 2010.
Parties-in-interest are given until July 29 to file any objection
to the request.
A full-text copy of the 21-page DIC Plan Support Agreement is
available for free at:
http://bankrupt.com/misc/Almatis_DICPlanSupportAgreement.pdf
Terms of the Revised Plan
Michael Rosenthal, Esq., at Gibson Dunn & Crutcher LLP, in New
York, relates that the key terms of the treatment of creditors
contemplated by the DIC Plan Support Agreement and embodied in
the revised restructuring plan proposed by DIC are:
Class of Claims Treatment Under the Revised Plan
--------------- --------------------------------
Class 2(c)-(m) Full payment of principal plus accrued
Senior Lender prepetition and postpetition interest at the
Claims rate provided for in the applicable
agreement. The senior lender claims are
both U.S. dollar and Euro denominated
claims. Payment of those claims will be made
in the currency in which the underlying
loans were extended and those claims are
denominated.
Class 3(c)-(m) Senior unsecured notes in the aggregate
Second Lien amount of EUR52,100,000 issued by the newly
Claims formed intermediate holding company, Almatis
Topco 2, that will own the reorganized
companies.
The right, commencing five years after the
Plan effective date, to be issued PIK
Preference Warrants by Almatis Topco 1 to
acquire up to 5%, subject to dilution, of
the ordinary share capital of Almatis Topco
1 if the notes are not repaid within those
five years, and, if the notes remain
outstanding thereafter, the right to acquire
an additional 2.5%, subject to dilution, of
the ordinary share capital of Almatis Topco
1 on the three following anniversaries of
the Plan effective date, up to a maximum of
12.5%, subject to dilution.
Class 4(c)-(m) 35.08%, subject to dilution, of the ordinary
Mezzanine Claims shares in Almatis Topco 1, the ultimate
holding company that will own the
reorganized companies, and Junior Preference
Shares in Almatis Topco 1 with a liquidation
preference of approximately $14.6 million.
Class 5(b)-(f) 4.92%, subject to dilution, of the ordinary
Junior Mezzanine shares in Almatis Topco 1; and Junior
Claims Preference Shares in Almatis Topco 1 with a
liquidation preference of approximately
$2.1 million.
The benefit of the Mezzanine Investor
Ratchet is that it increases the recovery on
Junior Mezzanine Claims as the enterprise
value of the reorganized companies
increases.
Class 7(a)-(m) Payment in full either on the effective date
General Unsecured or in accordance with normal terms.
Claims
Class 8(a)-(m) Impaired or unimpaired, depending on
Intercompany treatment provided in Ernst & Young
Claims Implementation Memorandum.
Class 9(a)-(m) Impaired. No distribution.
Subordinated
Claims
Class 10(a}-(m) Unimpaired. On the Effective Date, Dutch Co-
Interests op will transfer the shares in DIC Almatis
Holdco B.V. to Almatis Topco 2 for EURl.
A full-text copy of the DIC-proposed Restructuring Term Sheet,
along with certain schedules, is available for free at:
http://bankrupt.com/misc/Almatis_RestructuringSheet.pdf
Financing Commitment and Fee Letters
To consummate the transactions under the DIC-proposed revised
plan, Almatis also seeks Court permission to execute various
commitment letters governing the provision of debt financing and
equity contribution for the implementation of the revised plan.
One of the commitment letters requires Almatis and its affiliates
to enter into a revolving credit facility of $50 million after
their emergence from bankruptcy. The facility will be arranged
by JPMorgan plc, Merrill Lynch International, JPMorgan Chase
Bank, N.A., and Bank of America N.A.
Another commitment letter requires the reorganized Almatis
Holdings 9 B.V. to issue at least $400 million worth of senior
secured notes to GSO Capital Partners LP's affiliates, and
EUR110 million worth of senior secured notes to Sankaty Credit
Opportunities IV L.P. and GoldenTree Asset Management LP.
It is also contemplated that J.P. Morgan Securities Ltd. and Bank
of America/Merrill Lynch International will be engaged for 6
months to act as joint and exclusive bookrunners, arrangers and
placement agents for the public or private offering or placement
of debt securities or preferred stock in connection with the
implementation of the DIC proposed plan.
Full-text copies of the Commitment Letters and the JPM & BofA/MLI
Engagement Letters are available for free at:
http://bankrupt.com/misc/Almatis_RevCreditFacilityLetter.pdf
http://bankrupt.com/misc/Almatis_SeniorSecNotesLetter.pdf
http://bankrupt.com/misc/Almatis_JP&MLIEngagementLetters.pdf
DIC earlier deposited an equity contribution of US$100 million in
an account at JPMorgan Chase Bank pursuant to an escrow
agreement. Under the Escrow Agreement, the funds will be
converted into EUR77,657,236, or the Euro equivalent of
US$100 million. On the Effective Date, the escrowed funds will be
used to fund DIC's investment in reorganized Almatis as:
* DIC Investor Share Allocation: In exchange for the Euro
equivalent of US$50million, the DIC Investor receive 60%,
subject to dilution, of the ordinary shares in Almatis Topco
1, the ultimate holding company of the Reorganized Debtors
under the Revised Plan.
* DIC Senior Preferred Shares: In exchange for the Euro
equivalent of $50 million, the DIC Investor will receive
paid-in-kind senior preference shares to be issued by
Almatis Topco 1 with a liquidation preference of the Euro
equivalent of $50 million.
Full-text copies of the Escrow Agreement and the DIC Investment
Commitment letter are available at:
http://bankrupt.com/misc/Almatis_EscrowAgreementJP.pdf
http://bankrupt.com/misc/Almatis_EquityCommitmentLetter.pdf
Almatis will earmark as much as $26.6 million for the payment of
fees of the arrangers and underwriters of the financing for the
DIC-led revised restructuring plan. The contemplated fees will
only be payable if the financing actually occurs on the effective
date of the revised plan.
No fees will be paid if the revised plan does not become
effective. If the current revised plan or another DIC-sponsored
plan is not confirmed, the maximum liability of Almatis under the
commitment letters is $2.915 million.
In exchange for the Equity Contribution and DIC's efforts to
facilitate the Plan Financing, an equity commitment letter
requires the Debtors, only if the revised plan becomes effective,
to reimburse the reasonable fees and out-of-pocket costs and
expenses incurred by DIC, which will be capped at $6 million.
Judge Glenn has already issued an order authorizing Almatis to
file redacted copies of the fee letters, which lay out the terms
for the payment of fees and expenses.
The Commitment Letters also require the Debtors to indemnify the
Plan Financing Parties for any loss arising out of the Commitment
Letters, other than losses resulting from the Plan Financing
Parties' gross negligence or willful misconduct.
Currency Rate Hedging Transactions
To protect them against the risks associated with currency
exchange rate fluctuations, the Debtors seek permission from the
Court to enter into currency rate hedging transactions.
The Debtors anticipate that some classes of claims under the DIC-
proposed plan may need to be paid in Euros. Given the recent
instability of the Euro-to-U.S. dollar exchange rate, it is
possible that the relative value of the Euro against the U.S.
dollar may move unfavorably for the Debtors in the period between
now and the Effective Date of the revised plan. Thus, by locking
in the applicable exchange rate at a favorable rate under the
Currency Rate Hedging Transactions, the Debtors effectively
preserve their available cash for operation of their business
upon emergence from their Chapter 11 cases, Mr. Rosenthal notes.
Oaktree to Revise Plan
In a related development, Oaktree, the largest senior lender of
Almatis, is planning to revise its existing restructuring plan
and file it with the Bankruptcy Court this week, Bloomberg News
reported, citing a person familiar with the matter.
Oaktree plans to offer the junior lenders some immediate recovery
of their debt, compared with its existing proposal where recovery
can only be achieved if Almatis is sold for more than
$325 million, according to the report.
About Almatis Group
Alamtis B.V., and its affiliates filed for Chapter 11 on April 30,
2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308). Almatis B.V.
estimated assets of US$500 million to US$1 billion and debts of
more than US$1 billion as of the bankruptcy filing.
Almatis, operationally headquartered in Frankfurt, Germany, is a
global leader in the development, manufacture and supply of
premium specialty alumina products. With nearly 900 employees
worldwide, the company's products are used in a wide variety of
industries, including steel production, cement production, non-
ferrous metal production, plastics, paper, ceramics, carpet
manufacturing and electronic industries. Almatis operates nine
production facilities worldwide and serves customers around the
world. Until 2004, the business was known as the chemical
business of Alcoa. Almatis is now owned by Dubai International
Capital LLC, the international investment arm of Dubai Holding.
Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves
as counsel to the Debtors in the Chapter 11 cases. Linklaters LLP
is the special English and German counsel and De Brauw Blackstone
Westbroek N.V. is Dutch counsel. Epiq Bankruptcy Solutions, LLC,
serves as claims and notice agent.
Bankruptcy Creditors' Service, Inc., publishes Almatis Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding and
ancillary foreign proceedings undertaken by Almatis B.V., and its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
ALMATIS B.V.: Seeks Continued Use of Cash Collateral
----------------------------------------------------
Almatis B.V. and its affiliated debtors seek interim approval
from the U.S. Bankruptcy Court for the Southern District of New
York to continue to use their cash collateral.
The Debtors' request is in light of their entry into a plan
support agreement with Dubai International Capital LLC and a
group of junior lenders in connection with a revised
restructuring plan.
As previously reported, the Court issued a final order on May 17,
2010, authorizing the Debtors to use the cash collateral of their
pre-bankruptcy lenders. The Prepetition Secured Lenders include
the First Lien Lenders, the Second Lien Lenders, the Mezzanine
Lenders and the Junior Mezzanine Lenders. Oaktree Capital
Management L.P. and its related entities own 46% of the First
Lien Debt. UBS Limited is the lead arranger and security trustee
of both the Debtors' First Lien Debt and Second Lien Debt.
Moreover, the initial prepackaged restructuring plan the Debtors
filed on April 30, 2010, is backed by Oaktree and the senior
secured lenders. The Debtors simultaneously entered into a plan
support agreement with Oaktree in relation to the Initial Plan.
Authorization to use the cash collateral pursuant to the Court's
May 17 Order, however, will terminate if the Oaktree Plan Support
Agreement is terminated, unless waived by UBS and Oaktree.
The Debtors note that if they obtain approval of the DIC Plan
Support Agreement, they will exercise their fiduciary out of the
Oaktree Plan Support Agreement. In that instance, they will lose
access to the cash collateral.
The Debtors assert that they need continued access to the cash
collateral for working capital and operational needs and for
funding their restructuring process.
As of July 19, 2010, the Debtors had about $70.9 million of cash
on hand, according to Michael Rosenthal, Esq., at Gibson Dunn &
Crutcher LLP, in New York. In addition, another $94.9 million of
receivables is expected to be collected by the Debtors over the
next 13-week period ending on October 15, 2010, he reveals.
The Debtors intend to use the cash collateral for the period from
the termination of the May 17 Cash Collateral Order through the
issuance of a new cash collateral order. In accordance with the
terms of the cash collateral use, the Debtors aver that they will
only access the cash collateral until the expiration of the
interim period or the occurrence of what they call "termination
events."
Termination events include the entry of an order in favor of a
creditor granting automatic stay to foreclose on the Debtors'
assets without the consent of UBS; the filing by the Debtors of a
motion or commencement of a case which seeks relief that is not
consistent with the cash collateral order; and an instance where
a final cash collateral is not issued by September 15, 2010,
among other things.
The Debtors will make use of the cash collateral in accordance
with a budget for the 13-week period ending on September 24,
2010, a copy of which is available for free at:
http://bankrupt.com/misc/ALMATIS_13WkBudget_EndSept24.pdf
The Debtors seek to provide the Prepetition Secured Lenders with
substantially the same adequate protection granted under the
Original Final Cash Collateral Order, specifically by the
continuation of (i) replacement liens, and (ii) superpriority
claims to the extent of the diminution in the value of the
Secured Lenders' interest in the Prepetition Collateral resulting
from the use of the cash collateral, among other things.
The Debtors will continue to reimburse UBS for reasonable fees
and disbursements for two counsels and one financial advisor in
connection with their bankruptcy cases.
The Debtors will also continue to utilize the services of Talbot
Hughes McKillop LLP.
The Court will consider approval of the Debtors' request at a
hearing scheduled for August 3, 2010. Deadline for filing
objections is July 29, 2010.
About Almatis Group
Alamtis B.V., and its affiliates filed for Chapter 11 on April 30,
2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308). Almatis B.V.
estimated assets of US$500 million to US$1 billion and debts of
more than US$1 billion as of the bankruptcy filing.
Almatis, operationally headquartered in Frankfurt, Germany, is a
global leader in the development, manufacture and supply of
premium specialty alumina products. With nearly 900 employees
worldwide, the company's products are used in a wide variety of
industries, including steel production, cement production, non-
ferrous metal production, plastics, paper, ceramics, carpet
manufacturing and electronic industries. Almatis operates nine
production facilities worldwide and serves customers around the
world. Until 2004, the business was known as the chemical
business of Alcoa. Almatis is now owned by Dubai International
Capital LLC, the international investment arm of Dubai Holding.
Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves
as counsel to the Debtors in the Chapter 11 cases. Linklaters LLP
is the special English and German counsel and De Brauw Blackstone
Westbroek N.V. is Dutch counsel. Epiq Bankruptcy Solutions, LLC,
serves as claims and notice agent.
Bankruptcy Creditors' Service, Inc., publishes Almatis Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding and
ancillary foreign proceedings undertaken by Almatis B.V., and its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
AMERICAN MEDIA: Expects to Close Exchange Offer in August
---------------------------------------------------------
American Media Inc. expects to conclude the private exchange offer
for its outstanding Senior Subordinated Notes and cash tender
offer for its Senior PIK Notes by the second week of August.
American Media said on July 2, 2010, that it had reached an
agreement with more than 90% of its bondholders/shareholders for
the company's debt in connection with the debt-for-equity
exchange.
The actual launch of the exchange offering occurred July 15. Each
of the offers is scheduled to expire at 9:00 a.m., New York City
time, on August 11, 2010, unless extended with respect to such an
offer. The consummation of these offers is conditioned upon the
satisfaction or waiver of certain conditions as is customary in
these types of deals.
AMI is offering to exchange all of its outstanding 14% Senior
Subordinated Notes due 2013 for a combination of cash and shares
of common stock of American Media, Inc.
The company also commenced a cash tender offer for all of its
outstanding 9% Senior PIK Notes due 2013. Bondholders are being
offered $269.52 in cash and 335.62 shares of AMI common stock for
each $1,000 of principal amount exchanged. The total aggregate
principal amount of outstanding subordinated notes as of the
launch of the exchange is approximately $356 million.
Furthermore, the company is offering to purchase each $1,000
principal amount of its $23.7 million aggregate principal amount
of outstanding PIK Notes for $1,020.
Concurrently with the exchange offer and cash tender offer, AMI is
soliciting consents to amend the indentures governing the
subordinated notes and the PIK notes to remove substantially all
of the restrictive covenants and certain events of default from
such indentures.
As reported by the Troubled Company Reporter, AMI projects that
its debt will be reduced by $200 million and its leverage reduced
from 7.2x to 5.1x following the transaction. AMI said the
transaction gives it significant flexibility, with $50 million of
free cash flow on a pro forma basis.
Moelis & Company served as AMI's financial advisor in the
transaction.
About American Media, Inc.
American Media, Inc. is the leading publisher of celebrity
journalism and health and fitness magazines in the U.S. These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer. In addition to print properties, AMI
manages 14 different web sites. The company also owns Distribution
Services, Inc., the country's #1 in-store magazine merchandising
company.
In June 2010, Standard & Poor's Ratings Services lowered its
rating on Boca Raton, Fla.-based American Media Inc. to 'D' from
'CCC.' The ratings downgrade reflects American Media's ongoing
deferral of its May 1, 2010 interest payment on the 14% notes.
The Company stated that 75% of noteholders consented that the
May 1, 2010 interest payment be deferred until June 21, 2010.
In July, Moody's Investors Service downgraded American Media
Operations, Inc.'s Probability of Default Rating to Ca from Caa2
following the company's announcement that it has commenced an
exchange offer for all of its 14% Senior Subordinated Notes due
2013. In conjunction with the exchange announcement, Moody's put
on review for possible upgrade all other ratings given the
expected decrease in debt obligations by approximately $200
million net of expected fees and related expenses.
AMERICAN SAFETY: Files for Ch. 11 to Sell to 1st Lien Lenders
-------------------------------------------------------------
American Safety Razor Company, LLC., has reached an agreement
under which the Company's first lien holders will purchase the
Company. The Company entered chapter 11 in the United States
Bankruptcy Court for the District of Delaware to facilitate the
transaction. The acquisition includes the assumption of trade
supplier, customer and employee obligations. The transaction and
filing involve only the Company's U.S. and Puerto Rican
operations; its other non-U.S. operations and entities are not
borrowers under the debt that is being restructured.
Last month the Company announced that it was evaluating proposals
from its lender groups. After having fully assessed several
viable options, the Company said that the first lien lender
proposal presented the strongest opportunity for future growth.
"We are pleased to have a firm purchase offer from our primary
lenders. Their offer represents a vote of confidence for the
future of our business," commented Andrew Bolt, Chief Financial
Officer and Executive Vice President.
ASR said that its business is operating as usual. Under the terms
of the agreement, the first lien holders will serve as the
stalking horse to establish a floor for a purchase of
substantially all of the assets of the Company under section 363
of the Bankruptcy Code. The final transaction will be subject to
court approval and is expected to be completed in the fourth
quarter of 2010.
"We are excited to be taking these critical steps to restructure
the Company and reduce our debt. As a result, we will have a
stronger capital structure that will enable us to continue to
invest in our people, innovations and new products," continued
Bolt. The Company is currently making its largest investment ever
to develop and launch its next generation shaving technology in
early 2011. The Company reported that sales increased for the
first half of 2010 by nine percent.
The Company announced it has over $30 million in cash reserves and
received commitments for $25 million in debtor in possession
financing to address working capital needs during the
restructuring process. "We have more than adequate resources to
satisfy our obligations to employees, trade suppliers and
customers, and are determined to make this a seamless process for
all stakeholders," said Bolt.
Customers, vendors, trade suppliers and others seeking more
information about ASR's restructuring may contact ASR at
1.888.369.8915 or by visiting http://www.kccllc.net/asr All
media inquiries should be directed to Michelle Campbell,
AlixPartners, LLP, at 972.764.2101.
About American Safety Razor
The Company, which also does business as Personna American Safety
Razor, is a leading maker of private-label shaving razors and
blades. Its value-priced products are sold through mass
merchandisers, drug stores and supermarkets under retailer names
as well as under ASR's brands (including Magnum, X5, Matrix3,
Mystique, and Personna). In addition to shaving products, ASR
manufactures and distributes blades and bladed hand tools for a
variety of industrial uses and specialty industrial and medical
blades. The Company has roots going back to 1875.
ANTELOPE TECHNOLOGIES: Case Dismissed Over Unfair Advantage
-----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that U.S. District Judge
Sim Lake in Houston ruled on July 21 that although a company need
not be insolvent to file in Chapter 11, the reorganization can be
dismissed if the primary purpose is to obtain an unfair advantage
in shareholder litigation.
Mr. Rochelle relates that the bankruptcy judge had confirmed a
Chapter 11 plan for the debtor but the ruling was later reversed
by the district judge. The district judge remanded the case so
the bankruptcy judge could decide whether to appoint a Chapter 11
trustee or dismiss the case. After a hearing following remand,
the bankruptcy judge concluded that the Chapter 11 petition was
designed "to gain an unfair advantage in the shareholder
litigation." Judge Lake affirmed the ruling based on the
conclusion that the Chapter 11 filing was not in good faith.
Antelope Technologies, Inc., dba MCC Computer Company, filed for
Chapter 11 on Feb. 14, 2007 (Bankr. S.D. Tex. Case No. 07-31159).
The Debtor scheduled total assets of $448,925 and debts of
$3,477,515.
APPLETON PAPERS: Completes Sale of APC & NEEI's Capital Stock
-------------------------------------------------------------
Appleton Papers Inc. completed the sale of the outstanding capital
stock of American Plastics Company Inc. and New England Extrusion
Inc. to NEX Performance Films Inc., an entity affiliated with
Mason Wells Buyout Fund II, Limited Partnership. The Sale was
effected pursuant to the terms of a stock purchase agreement,
dated as of July 2, 2010, by and between the Company and Buyer.
American Plastics and New England Extrusion engage in the
manufacture, marketing and sale of high-quality single and
multilayer polyethylene films for packaging applications.
The Company received gross proceeds of $58,000,000, of which
$56,000,000 was paid to the Company at closing and $2,000,000 is
scheduled to be held in escrow on behalf of the Company for 12
months to satisfy potential claims under the Stock Purchase
Agreement.
A full-text copy of the stock purchase agreement is available for
free at http://ResearchArchives.com/t/s?672f
The required pro forma condensed consolidated financial
information giving effect to the Sale is available for free
at http://ResearchArchives.com/t/s?6730
About Appleton Papers
Appleton Papers Inc. is a 100%-owned subsidiary of Paperweight
Development Corp.
Appleton Papers Inc. -- http://www.appletonideas.com/--
headquartered in Appleton, Wisconsin, produces carbonless,
thermal, security and performance packaging products. Appleton
has manufacturing operations in Wisconsin, Ohio, Pennsylvania, and
Massachusetts, employs approximately 2,200 people and is 100%
employee-owned.
Appleton Papers carries a 'B' corporate credit rating from
Standard & Poor's.
The Company's balance sheet at April 4, 2010, showed
$806.4 million in total assets, $156.3 million total current
liabilities, $583.3 million long-term debt, $50.5 million post-
retirement benefits other than pension, $102.3 million accrued
pension, $14.5 million environmental liability, and $5.6 million
other long-term liabilities, for a redeemable common stock of
$120.3 million, accumulated deficit of $127.38 million and
$99.2 million of accumulated other comprehensive loss.
ARTECITY PARK: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Artecity Park LLC
435 21st Street, Office No, 2
Miami Beach, FL 33139
Bankruptcy Case No.: 10-31410
Chapter 11 Petition Date: July 26, 2010
Court: United States Bankruptcy Court
Southern District of Florida (Miami)
Judge: Robert A. Mark
Debtor's Counsel: Thomas R. Lehman, Esq.
201 S Biscayne Blvd., 34th Floor
Miami, FL 33131
Tel: (305) 403-8788
Fax: (305) 403-8789
E-mail: trl@lkllaw.com
Estimated Assets: $50,000,001 to $100,000,000
Estimated Debts: $10,000,001 to $50,000,000
Debtor-affiliates that filed separate Chapter 11 petitions:
Petition
Entity Case No. Date
---------- -------- ----
Artecity Governor LLC 10-31409 7/26/10
Assets: $50,000,001 to $100,000,000
Debts: $10,000,001 to $50,000,000
Artecity Holding LTD 10-31407 7/26/10
Assets: $100,001 to $500,000
Debts: $50,000,001 to $100,000,000
Artecity Management LLC 10-31406 7/26/10
Assets: $100,001 to $500,000
Debts: $10,000,001 to $50,000,000
The petitions were signed by Claudio Benedetti, managing member of
Artecity Management LLC, General Partner of Artecity Holding LTD.
Artecity Park's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
R & D Electric Inc. Construction $163,269
7311 N.W. 12 Street
Suite 27
Miami, FL 33126
Aurora Plumbing Corp. Construction $83,013
3555 N.W. 52nd Street
Miami, FL 33142
Barrios Air Construction $69,947
Conditioning Inc.
3461 N.W. 48th Street
Miami, FL 33142
Arquitectonica Architectural and $67,504
engineering
Otis Elevator Construction $65,432
Glasswall LLC Construction $46,266
Exico Group Inc. Construction $42,506
Alufab Inc. Construction $41,768
Sunnyhouses Cons LC Development Overhead $30,000
Prestige Roofing Construction $28,975
OJ Painting & Construction $26,130
Waterproofing Co.
Interior Production Construction $25,879
Masters Inc.
Photo Iron Works Corp Construction $24,437
Greenberg Traurig PA Litigation $20,897
Alta Management Inc. Construction $20,000
The Property Network Development Overhead $20,000
Tramonth Guerra & Legal and accounting $16,972
Nunez PA
Fix it Fire Protection Construction $16,682
Allied Barton Construction $15,964
Leiter Perez & Construction $14,425
Associates Inc
Artecity Governor's List of 9 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Piero Salussolia PA Legal and accounting $6,641
1410 20th Street
Suite 214
Miami Beach, FL 33139
Berman Rennert Vogel & Legal and accounting $4,372
Mandler PA
100 S.E. Second Street
Suite 2900
Miami, FL 33131
Anna Mikhalsky & Gale Purchase Contract $2,600
Sheikhet Deposit
5042 Seashell PL
San Diego, CA 92130
Tramont Guerra & Legal and accounting $2,256
Nunez PA
Berkowitz Dick Legal and accounting $472
Pollack & Brant
Claudio Benedetti Legal and accounting $143
M & R Temp Fence & Construction $35
Building Supply
FPL Construction Unknown
Soares Da Costa Construction Unknown
A copy of Artecity Holding's list of 18 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/flsb10-31407.pdf
The list of unsecured creditors filed together with Artecity
Management petition does not contain any entry.
ATRADE FORWARDING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Atrade Forwarding Corp.
P.O. Box 226887
Miami, FL 33222-6887
Bankruptcy Case No.: 10-31308
Chapter 11 Petition Date: July 26, 2010
Court: U.S. Bankruptcy Court
Southern District of Florida (Miami)
Judge: Robert A. Mark
Debtor's Counsel: Solomon B. Genet, Esq.
200 S Biscayne Boulevard, #3000
Miami, FL 33131
Tel: (305) 358-6363
E-mail: sgenet@melandrussin.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A copy of the Company's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flsb10-31308.pdf
The petition was signed by Raul O. Barbosa, president.
AURELIO TALAVERA: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Joint Debtors: Aurelio Talavera
Maria S. Talavera
dba A.V.T. Auto Sales Inc.
13336 FM 718
Saginaw, TX 76179
Bankruptcy Case No.: 10-44826
Chapter 11 Petition Date: July 26, 2010
Court: United States Bankruptcy Court
Northern District of Texas (Ft. Worth)
Judge: D. Michael Lynn
Debtor's Counsel: James Bo Brown, Esq.
1905 Central Drive, Suite 203
Bedford, TX 76021
Tel: (817) 225-5300
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Joint Debtors did not file a list of their largest unsecured
creditors together with their petition.
The petition was signed by the Joint Debtors.
AVIS BUDGET: Tops Hertz with $46.50 Per Share Offer for DTAG
------------------------------------------------------------
Avis Budget Group, Inc., on Wednesday sent a letter to the Board
of Directors of Dollar Thrifty Automotive Group, Inc., announcing
its offer to acquire Dollar Thrifty for $46.50 per share of Dollar
Thrifty common stock.
The offer consists of $39.25 in cash (which would include the
proceeds of a pre-closing special dividend to be paid by Dollar
Thrifty consistent with the Hertz proposal) and 0.6543 shares of
Avis Budget stock (currently valued at $7.25). The cash portion
of Avis' offer will be funded through a combination of available
cash and fully committed financing.
According to The Wall Street Journal's Gina Chon and Sarah
Nassauer, the Avis offer is valued at more than $1.3 billion.
Avis has received consents from the requisite percentage of
lenders in its principal corporate credit facility to amend the
terms of that facility to permit the completion of the proposed
transaction, including its financing.
The stock portion of Avis' offer does not require approval of the
Avis Budget shareholders. Avis said this will afford Dollar
Thrifty shareholders the opportunity to participate in the
combination-related synergies and benefit from the continued
positive trends in the car rental industry. Avis' offer is not
subject to any financing or due diligence contingencies and has
the unanimous support of the Avis Budget Board of Directors.
The letter was sent by Ronald L. Nelson, Avis Budget Group
Chairman and Chief Executive Officer, to Dollar Thrifty's
Chairman, Thomas P. Capo, and President and Chief Executive
Officer, Scott L. Thompson.
"While we continue to believe that the onerous lock-up provisions
in your existing merger agreement should be removed, we are
prepared to put forward an offer today for Dollar Thrifty that
clearly constitutes a Superior Proposal under that merger
agreement," Mr. Nelson said in the letter.
Mr. Nelson said Avis is prepared to enter into a merger agreement
that contains substantially the same terms as the Hertz merger
agreement, but which includes removing the matching rights,
eliminating the break-up fees, and increasing the commitment to
secure antitrust approvals. Avis has sent a copy of the draft
merger agreement to Dollar's counsel.
Citigroup and Morgan Stanley & Co. Incorporated are acting as
financial advisors to Avis Budget Group, and Kirkland & Ellis LLP
and Arnold & Porter LLP are acting as legal counsel.
Hertz Merger Deal
As reported by the Troubled Company Reporter on April 27, 2010,
Hertz and Dollar Thrifty signed a definitive agreement providing
for Hertz to acquire Dollar Thrifty for a purchase price of $41.00
per share, in a mix of cash and Hertz common stock. The deal is
valued at $1.27 billion. The $41.00 per share purchase price is
comprised of 80% cash consideration and 20% stock consideration.
Hertz will also assume or refinance Dollar Thrifty's existing
fleet debt, outstanding at closing. Upon the close of the
transaction, Dollar Thrifty stockholders will own 5.5% of the
combined company on a diluted basis. Dollar Thrifty will become a
wholly owned subsidiary of Hertz and Dollar Thrifty common stock
will cease trading on the NYSE.
Barclays Capital acted as lead financial advisor to Hertz and Bank
of America Merrill Lynch also provided advice. Hertz also worked
with the law firms Debevoise & Plimpton LLP and Jones Day. Dollar
Thrifty was advised by J.P. Morgan and Goldman, Sachs & Co. and
the law firm of Cleary Gottlieb Steen & Hamilton LLP.
About Avis Budget Group
Avis Budget Group -- http://www.avisbudgetgroup.com/-- provides
vehicle rental services, with operations in more than 70
countries. Through its Avis and Budget brands, the Company is a
leading vehicle rental company in each of North America,
Australia, New Zealand and certain other regions based on
published airport statistics. Avis Budget Group is headquartered
in Parsippany, N.J. and has more than 22,000 employees.
At March 31, 2010, the Company had total assets of $10.257 billion
against total current liabilities of $1.328 billion, total
liabilities exclusive of liabilities under vehicle programs of
$4.044 billion and liabilities under vehicle programs of
$5.987 billion, resulting in stockholders' equity of $226 million.
* * *
Avis Budget Car Rental LLC continues to carry Moody's Investors
Service's B2 corporate family rating. Avis Budget Group Inc.
carries Standard & Poor's Ratings Services' B+ corporate credit
rating.
About Hertz Corp.
Hertz Corporation, headquartered in Park Ridge, New Jersey, is an
automobile and equipment rental company.
Hertz carries Moody's B1 Corporate Family Rating and Probability
of Default Rating.
About Dollar Thrifty
Dollar Thrifty Automotive Group, Inc., is headquartered in Tulsa,
Oklahoma. Driven by the mission "Value Every Time," the Company's
brands, Dollar Rent A Car and Thrifty Car Rental, serve value-
conscious travelers in over 70 countries. Dollar and Thrifty have
over 600 corporate and franchised locations in the United States
and Canada, operating in virtually all of the top U.S. and
Canadian airport markets. The Company's approximately 6,400
employees are located mainly in North America, but global service
capabilities exist through an expanding international franchise
network.
At March 31, 2010, the Company had total assets of $2,470,879,000
against total liabilities of $2,047,769,000, resulting in
stockholders' equity of $423,110,000.
* * *
As reported by the Troubled Company Reporter on May 5, 2010,
Dominion Bond Rating Service placed the ratings of Dollar Thrifty
Automotive Group, Inc., including its Issuer Rating of B (high),
Under Review with Positive Implications. This ratings action
follows the announcement that the Company has reached a definitive
agreement to be acquired by the higher-rated Hertz Corporation.
DBRS rates Hertz BB, at the issuer level.
In November 2009, Standard & Poor's Ratings Services raised its
corporate credit rating of Dollar Thrifty to 'B-' from 'CCC', in
light of the Company's improved operating and financial
performance that began in mid-2009. Moody's Investors Service
also upgraded Dollar Thrifty's Probability of Default Rating to
'B3' from 'Caa2' and Corporate Family Rating to 'B3' from 'Caa3'.
BCAC LLC: Can Use PNC Bank's Cash Collateral Until September 30
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina authorized debtor BCAC, LLC, to access PNC Bank, National
Association's cash collateral until September 30, 2010.
A further hearing on the Debtor's cash collateral use will be held
on September 22, at 2:00 p.m. at 226 S. Liberty Street, Winston-
Salem, North Carolina.
The Debtor would use the cash collateral to fund its Chapter 11
case, pay suppliers and other parties.
As adequate protection for any diminution in value of the lenders'
collateral, the Debtor will pay to PNC interest in the amount of
$38,153 to apply in the PNC existing obligations.
About BCAC, LLC
Brookfield, Wisconsin-based BCAC, LLC, owns a 204-unit multi-
family apartment complex at 23 Hiltin Place, Greensboro, Guilford
County, North Carolina, which property is known as Park Place
Apartments.
The Company filed for Chapter 11 bankruptcy protection on
April 15, 2010 (Bankr. M.D. N.C. Case No. 10-10709). Christine L.
Myatt, Esq., who has an office in Greensboro, North Carolina,
assists the Company in its restructuring effort. The Company
estimated its assets and debts at $10,000,001 to $50,000,000.
BERNARD MADOFF: Jacob Stein Advises on Asset Protection
-------------------------------------------------------
Jacob Stein, at Klueger & Stein, LLP, noted in a press release
that the bankruptcy trustee in the Madoff bankruptcy case has
advised former investors that any distributions that they may have
received from Madoff are in jeopardy of attachment. The
bankruptcy trustee has the power to recoup distributions made to
investors from the Ponzi scheme, and has indicated that he will do
so, if the investors have received more from their Madoff
investments than what they originally invested.
"Many former Madoff investors are not large private equity funds
or charities, but ordinary people. In some cases their investment
with Madoff was their only asset, and if the bankruptcy trustee
reaches this asset, these people will be left penniless," notes
asset protection attorney Jacob Stein. Unfortunately for many of
these people, it may now be too late to do something to shield
these assets from the long-reach of the bankruptcy trustee.
In an article published in the August 2010 issue of Estate
Planning (a Thomson Reuters publication), Jacob Stein explains
that last-minute asset protection planning may be challenged by
any creditor (including the bankruptcy trustee in the Madoff case)
as a fraudulent transfer, making the asset protection ineffective.
"When it comes to last-minute planning, especially when facing a
formidable creditor like the Madoff bankruptcy trustee, the asset
protection structures have to be especially sophisticated for them
to have a chance of working," continues Stein. A copy of the
article (entitled Asset Protection May Risk Fraudulent Transfer
Violations) may be downloaded here:
http://maximumassetprotection.com/publications/articles.html
About Jacob Stein and Asset Protection
Jacob Stein and his law partner, Robert F. Klueger, run the
nation's leading asset protection law firm, Klueger & Stein, LLP.
Klueger & Stein, LLP counts as its clients many former Madoff
investors, executives of Fortune 500 companies, business owners
and real estate developers and investors. The firm focuses solely
on asset protection -- keeping assets out of the reach of
creditors.
Jacob Stein is an author of numerous articles on asset protection
and teaches over 50 seminars a year on this subject. To learn
more about asset protection, Jacob Stein, or how to protect the
assets of former Madoff investors, please visit
http://www.maximumassetprotection.com
You can reach Jacob Stein for comment or advice at 818-933-3838 or
info@maximumassetprotection.com
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.)
BIG WEST: S&P Assigns Corporate Credit Rating at 'B+'
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to refiner Big West Oil LLC. The rating outlook is
stable. In addition, Standard & Poor's assigned a 'B+' issue-
level rating to Big West's $360 million first-lien term loan and a
'4' recovery rating, indicating expectations of an average
recovery (30%-50%) in the event of a payment default.
The financing, along with contribution from parent Flying J
and cash on hand, was part of Big West's reorganization plan
from bankruptcy to fund about $530 million in prepetition
obligations associated with its exit from bankruptcy. To
meet its obligations, which Big West estimates at approximately
$530 million, the company issued a $360 million term loan,
utilized $115 million of cash on hand, and received nearly
$70 million from parent Flying J. The parent company also
assumed approximately $60 million of Big West's crude oil
obligations. As part of its exit from bankruptcy, Big West sold
its Bakersfield refinery on June 2, 2010, mitigating most past or
future liabilities associated with this refinery. Big West
entered into Chapter 11 bankruptcy protection, along with parent
Flying J, on Dec. 22, 2008, following a decline in its borrowing
base that left it unable to make required interest payments.
"The ratings on Ogden, Utah?based Big West Oil reflects the
company's position in the highly cyclical and volatile refining
industry, its aggressive leverage measures, relatively small size
and scope and its high reliance on one customer (Pilot Flying J)
for most of its refined product sales," said Standard & Poor's
credit analyst Marc Bromberg. The ratings also reflect the
company's niche-focused strategy that results in relatively
better-than-average margins because it has the ability to process
high margin wax crude feedstock and it operates in markets that
are currently product short. Its minimal capital spending
requirements should enable the refiner to maintain positive free
cash flow even in a weak refining environment.
S&P considers Big West's business profile to be vulnerable. The
company operates in a competitive, volatile, and unpredictable
industry. Additionally, it depends on its North Salt Lake
refinery as its sole source of cash flows, leaving the company
with significant exposure to an outage. This refinery is small,
at 33,500 barrel per day (bpd). In addition, the moderately
complex North Salt Lake refinery processes gasoline and diesel,
representing about 67% and 26% of throughput, respectively,
leaving Big West vulnerable to a significant decline in oil prices
or wax crude differentials. Furthermore, Big West will rely on
Pilot Flying J, a joint venture between parent Flying J Inc. and
Pilot Travel Centers LLC, for about a third to half of gasoline
sales and nearly all of its diesel sales.
The stable outlook reflects S&P's expectation that differentials
at the North Salt Lake refinery will remain favorable, enabling
Big West to generate positive free cash flow at least through
2011. S&P could lower ratings if Big West's ability to process
wax crudes ceases to provide a meaningful competitive advantage,
which S&P could foresee if more competitors in PADD IV enter the
wax crude refining business. Given the scope of S&P's business
assessment, positive rating actions at this point are unlikely.
BIOVEST INTERNATIONAL: FDA Grants Orphan Drug Status for Cancer
---------------------------------------------------------------
Biovest International Inc. said that the U.S. Food and Drug
Administration has granted Orphan Drug Designation to BiovaxID,
Biovest's personalized cancer vaccine, for a second lymphoma
indication: mantle cell lymphoma. Mantle cell lymphoma is an
aggressive and lethal B-cell blood cancer for which there is no
current consensus standard-of-care. Mantle cell lymphoma is the
newest disease for which Biovest has announced its intent to
pursue regulatory approval for and Orphan Drug Designation
represents a significant development step in the Company's
regulatory strategy. The FDA previously granted Orphan Drug
Designation for BiovaxID for the treatment of indolent follicular
non-Hodgkin's lymphoma. BiovaxID represents a new class of active
immunotherapy and is one of the few select late-stage, patient-
specific cancer vaccines vying to be among the first to reach
market.
With FDA Orphan Drug Status granted for this second indication,
Biovest gains seven-years of market exclusivity for BiovaxID upon
approval for the treatment of mantle cell lymphoma and indolent
follicular lymphoma, thereby offering competitive protection from
similar drugs of the same class. Orphan Drug Status also provides
Biovest with eligibility to receive potential tax credit benefits,
potential grant funding for research and development and
significantly reduces the requisite filing fees for marketing
applications.
According to Biovest's Vice President, Product Development &
Regulatory Affairs, Dr. Carlos F. Santos, "Orphan Drug Designation
is an important step in our regulatory strategy. With promising
clinical trials now complete in both follicular lymphoma and
mantle cell lymphoma, we are preparing to seek regulatory
approvals for BiovaxID in two separate indications. In addition
to our ongoing regulatory efforts with regard to follicular
lymphoma, we look forward to formally presenting our mantle cell
Phase II clinical trial results to the FDA, and potentially the
EMEA, later this year, as we explore potential expedited market
registration pathways to offer this therapeutic vaccine regimen as
a new treatment option for mantle cell patients."
In the BiovaxID mantle cell lymphoma Phase II study, tumor-
specific immune responses were observed in 87% of the patients
vaccinated with BiovaxID following rituximab-containing
chemotherapy (EPOCH-R). Consistent with all other BiovaxID
studies, the vaccine was very well tolerated and safe.
Biovest's President, Samuel S. Duffey added, "As we prepare to
exit reorganization as a fully restructured public company, we
remain firmly committed to our goal to bring needed new therapies
to patients suffering with lymphoma. I am pleased that we
received Orphan Designation for mantle cell lymphoma, and I am
excited about our opportunity to potentially advance the role of
personalized cancer vaccines for the treatment of lymphoma."
About Biovest International
Based in Tampa, Florida, Biovest International Inc. (Other OTC:
BVTI) -- http://www.biovest.com/-- is a pioneer in the
development of advanced individualized immunotherapies for life-
threatening cancers of the blood system. Biovest is a majority-
owned subsidiary of Accentia Biopharmaceuticals Inc., with its
remaining shares publicly traded.
Biovest filed for Chapter 11 bankruptcy protection on November 10,
2008 (Bankr. M.D. Fla. Case No. 08-17796).
BIOVEST INTERNATIONAL: Says Stock Listing Upraded to OTCQB Market
-----------------------------------------------------------------
Biovest International Inc. said that the Company's publicly-traded
shares are now being quoted on the newly launched OTCQB Market.
The upgraded stock listing is a direct result of Biovest filing
its Annual Reports and its Quarterly Reports with the Securities
and Exchange Commission, as the Company advances plans to emerge
from reorganization. Launched in April 2010, the OTCQB is a new
market tier for OTC-traded U.S. companies that are registered and
reporting with the SEC.
Signaling its plans to emerge from Chapter 11 as a fully
reorganized public company, Biovest also announced the filing of
its Disclosure Statement with the U.S. Bankruptcy Court for the
Middle District of Florida, Tampa Division. The Disclosure
Statement, as a supporting document to the previously filed Plan
of Reorganization, reflects the Company's restructured business
operations, positioning Biovest to execute its strategy to
commercialize BiovaxID for the treatment of follicular lymphoma,
mantle cell lymphoma and certain other B-cell blood cancers.
According to Biovest's President, Mr. Samuel S. Duffey, "I am
proud to report that we continue to timely execute our business
plan to emerge from reorganization, and most importantly, to
advance our mission of developing needed new treatment options for
lymphoma patients. During the reorganization, we have made
significant progress, and we are now preparing to aggressively
advance our goal of seeking worldwide regulatory approvals for
BiovaxID. We're also pleased to again be a fully reporting public
company and to be listed on the OTCQB Market, reflecting the
beginning of our commitment to reintroduce Biovest to the capital
markets as a fully restructured public company. This is an
important step toward our ultimate goal of a future listing on a
major exchange."
About Biovest International
Based in Tampa, Florida, Biovest International Inc. (Other OTC:
BVTI) -- http://www.biovest.com/-- is a pioneer in the
development of advanced individualized immunotherapies for life-
threatening cancers of the blood system. Biovest is a majority-
owned subsidiary of Accentia Biopharmaceuticals Inc., with its
remaining shares publicly traded.
Biovest filed for Chapter 11 bankruptcy protection on November 10,
2008 (Bankr. M.D. Fla. Case No. 08-17796).
BOZEL SA: Bankr. Ct. Will Resolve Corporate Governance Dispute
--------------------------------------------------------------
WestLaw reports that a bankruptcy court's permissive abstention
was not warranted in an adversary proceeding raising issues of the
Chapter 11 debtor's corporate governance, based on parallel
foreign proceedings in Luxembourg. A final resolution of the
corporate governance dispute was not expected from the Luxembourg
court for at least five months, despite an order indicating that
the foreign liquidator for the debtor's parent properly exercised
his governance powers under Luxembourg law. Moreover, a final
resolution by the bankruptcy court of the issue of who controlled
the debtor was in the best interest of the debtor's subsidiaries,
which were the debtor's only valuable assets, and the record
sufficiently established applicable and settled legal principles
of Luxembourg law for the bankruptcy court to adjudicate the
dispute. Luxembourg's interest in the matters, as the place of
the debtor's incorporation, was outweighed, furthermore, by the
bankruptcy court's interest in the adversary proceeding. In re
Bozel S.A., --- B.R. ----, 2010 WL 2816369 (Bankr. S.D.N.Y.).
Luxembourg-based mineral mining company Bozel S.A. sought Chapter
11 protection (Bankr. S.D.N.Y. Case No. 10-11802) on April 6,
2010. In its petition, the Debtor estimated assets ranging from
$50 million to $100 million, and debts ranging from $10 million to
$50 million. William F. Savino, Esq., Daniel F. Brown, Esq., and
Beth Ann Bivona, Esq., at Damon Morey LLP in Buffalo, N.Y.,
represent the Debtor.
BROOKE CORP: Trustee Wins Nod to Investigate Third Parties
----------------------------------------------------------
Albert Riederer, the trustee in charge of liquidating Brooke
Corp., has won bankruptcy court permission to investigate several
third parties, including Oppenheimer & Co. Inc., as part of his
effort to identify causes of action Brooke's estates might have,
Bankruptcy Law360. Judge Dale L. Somers ruled Monday that
Mr. Riederer could take discovery from Bank of Kansas City NA.
Headquartered in Kansas, Brooke Corp. (NASDAQ: BXXX) --
http://www.brookebanker.com/-- was an insurance agency and
finance company. The Company owns 81% of Brooke Capital. The
majority of the Company's stock was owned by Brooke Holding Inc.,
which, in turn was owned by the Orr Family. A creditor of the
family, First United Bank of Chicago, foreclosed on the BHI stock.
Brooke Corp. and its affiliate, Brooke Capital Corp. filed for
Chapter 11 protection on October 28, 2008 (Bankr. D. Kan. Case No.
08-22786). Angela R. Markley, Esq., is the Debtors' in-house
counsel. Richard A. Wieland, the U.S. Trustee for Region 20,
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors for the Debtors' Chapter 11 cases. Albert A.
Riederer was appointed Chapter 11 Trustee. Husch Blackwell
Sanders LLP in Kansas City, Missouri, represents the Chapter 11
Trustee. The Debtors listed assets of $512,855,000 and debts of
$447,382,000.
Bankruptcy Judge Dale Somers entered an order that converted the
Chapter 11 bankruptcy cases of Brooke to cases under Chapter 7 of
the Bankruptcy Code, effective as of June 19, 2009. Albert A.
Riederer, the Chapter 11 Trustee, sought conversion of the
Debtors' cases to Chapter 7.
BUILDERS FIRSTSOURCE: S&P Affirms 'CCC+'; Outlook Now Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Builders FirstSource Inc. to negative from positive. At the same
time, S&P affirmed its ratings on the company, including the
'CCC+' corporate credit rating.
"The rating outlook revision is based on S&P's view that the
company's cash usage during the next several quarters will likely
to be higher than previously estimated due to lower-than-expected
levels of housing starts and remodeling activity in the second
half of 2009," said Standard & Poor's credit analyst Tobias
Crabtree. Previously, S&P had expected usage in $60 million to
$70 million range during 2010. However, unusually volatile
commodity prices depressed operating margins and cash flow in the
latest quarter, causing a larger-than-expected cash drain.
The negative outlook reflects Builders FirstSource's still weak
operating performance evidenced by negative $7.6 million EBITDA
during the quarter ended June 30, 2010, despite a 20% year-over-
year increase in revenues. Volatile commodity prices coupled with
intense competitive pricing conditions negatively affected both
gross profit and operating earnings in the quarter. Furthermore,
S&P expects that building activity in the second half of 2010 may
not be as strong as S&P originally anticipated. In S&P's view,
this could result in somewhat higher use of cash for fiscal 2010
compared with the $60 million to $70 million that the company
originally forecast at the beginning of the year. As a result,
S&P expects the company's liquidity position to decline from
current levels, with cash balances decreasing to the $100 million
to $110 million range during this period. Additionally,
availability under the asset-based revolving credit at June 30,
2010, was only $16 million, leaving the company to rely primarily
on its cash balances to meet its interest and operating
obligations.
The 'CCC+' corporate credit rating reflects what S&P considers to
be the company's vulnerable business risk and highly leveraged
financial profile. The rating also reflects Builders
FirstSource's exposure to the new residential construction market,
which is experiencing a prolonged slump, faces highly competitive
markets, and has a limited end-market focus. In addition, the
company's EBITDA loss was approximately $32 million for the 12
months ended June 30, 2010, compared with $29 million for the same
period a year ago, leading to its highly leveraged financial
profile. Given its weak earnings, a trend S&P expects to continue
in the near term, combined with low levels of housing starts and
highly competitive market conditions, S&P expects EBITDA to remain
negative through the remainder of 2010.
The negative rating outlook reflects S&P's concerns about the
continued weak operating environment and the effect this will have
on the company's operating performance and cash flow. For the
next several quarters, S&P expects the company to use cash on hand
to fund its cash flow shortfall, which will result in some
depletion in cash balances. Specifically, S&P expects total
liquidity in the range of $100 million to $110 million at year-
end. In addition, S&P does not expect the company to be able to
borrow meaningful additional amounts under the revolving credit
facility because of the low level of the eligible borrowing base.
S&P could lower the ratings if the new residential construction
market deteriorates more than S&P expect, causing a steeper
decline in cash balances to below $100 million, leading to
increased prospects of constrained liquidity in 2011.
CANWEST GLOBAL: Ontario Court Sanctions Plan of Compromise
----------------------------------------------------------
Canwest Global Communications Corp. disclosed that the Ontario
Superior Court of Justice has issued a sanction order approving
the restated consolidated plan of compromise, arrangement and
reorganization relating to Canwest, Canwest Media Inc. and certain
of its subsidiaries pursuant to the Companies' Creditors
Arrangement Act (Canada) and the Canada Business Corporations Act.
The CMI Entities expect to implement the Plan no later than the
Fall of this year, subject to the receipt of all required
regulatory approvals.
For particulars relating to the treatment of Canwest's existing
shares under the Plan, shareholders should refer to the
information posted on the Company's Web site at
http://www.canwest.com/
or the Monitor's Web site at http://cfcanada.fticonsulting.com/cmi
More information about the CMI Entities' restructuring can be
found at www.canwest.com and on the Monitor's website at
http://cfcanada.fticonsulting.com/cmi
About Canwest Global
Canwest Global Communications Corp. (TSX: CGS and CGS.A) --
http://www.canwest.com/-- an international media company, is
Canada's largest media company. In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia, Turkey,
Indonesia, Singapore, the United Kingdom and the United States.
On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest
Television Limited Partnership (including Global Television,
MovieTime, DejaView and Fox Sports World), The National Post
Company and certain subsidiaries voluntarily entered into, and
successfully obtained an Order from the Ontario Superior Court of
Justice (Commercial Division) commencing proceedings under the
Companies' Creditors Arrangement Act. The CMI Entities'
commencement of these proceedings was undertaken in furtherance of
a proposed recapitalization transaction that is supported by over
70% of holders of the 8% senior subordinated notes issued by CMI.
On the same day, FTI Consulting Canada Inc., the Court-appointed
Monitor in the CCAA proceedings, sought protection in the United
States Bankruptcy Court under Chapter 15 of the United States
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for
certain of the entities involved in Canwest's television business
that filed for protection under the CCAA, including Canwest,
Canwest Media Inc. and Canwest Global Broadcasting
Inc./Radiodiffusion Canwest Global Inc. Judge Stuart M. Bernstein
presides over the Chapter 15 cases. Evan D. Flaschen, Esq., at
Bracewell & Giuliani LLP, in Hartford, Connecticut, serves as
Chapter 15 Petitioner's counsel. The Chapter 15 Debtors disclosed
estimated assets of $500 million to $1 billion and estimated debts
of $50 million to $100 million. In a regulatory filing with the
U.S. Securities and Exchange Commission, Canwest Media disclosed
C$4,847,020,000 in total assets and C$5,826,522,000 in total
liabilities at May 31, 2009. Bankruptcy Creditors' Service, Inc.,
publishes Canwest Bankruptcy News. The newsletter tracks the CCAA
proceedings and Chapter 15 proceedings undertaken by Canwest
Global Communications Corp. and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).
CAPITAL GROWTH: Files Terms of Plan and New Secured Loan
--------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Capital Growth
Systems Inc. is seeking approval of $10.25 million in secured
financing. The new loan will pay off the existing senior secured
loan of about $5.1 million owing to Pivotal Global Capacity LLC.
Another $3.2 million will be used for security deposits for
utility companies. A hearing was scheduled July 27 for interim
approval of the loan.
The Bloomberg report relates that according to documents attached
to the DIP agreement, Capital Growth is contemplating a Chapter 11
plan that deals with $52.1 million on several issues of secured
subordinated convertible debentures. The subordinated debenture
holders along with Downtown Capital are supplying the new loan.
When the Chapter 11 plan becomes effective, $3 million of the new
loan will be rolled over. The remainder of the loan and the
existing debentures will convert into the new equity. General
unsecured creditors are also to receive the new equity, if law
permits.
The loan agreement, Bloomberg relates, requires having approval to
sell the company to the debenture holders within 90 days. The
plan itself is supposed to be approved in a confirmation order
within 125 days.
About Capital Growth Systems
Headquartered in Chicago, Illinois, Capital Growth Systems, Inc.,
known as Global Capacity, and its subsidiaries operate in one
reportable segment as a single source telecom logistics provider
in North America and the European Union. The Company helps
customers improve efficiency, reduce cost, and simplify operations
of their complex global networks -- with a particular focus on
access networks.
Capital Growth Systems and its affiliates filed for Chapter 11
protection on. The lead debtor is Global Capacity Holdco LLC
(Bankr. D. Del. Case No. 10-12302).
The Company is represented by Francis A. Monaco, Jr. of Womble
Carlyle Sandridge & Rice.
About Global Capacity
Global Capacity is a telecom information and logistics company
that leverages a unique collection of global telecom supply and
pricing data to enable transparency and automation in the global
access network market. See http://www.globalcapacity.com
Global Capacity Holdco LLC filed for Chapter 11 on July 23 (Bankr.
D. Del. Case No. 10-12302).
CAPITOL BANCORP: Extends Exchange Offer for 10.50% TruPS
--------------------------------------------------------
Capitol Bancorp Limited (NYSE: CBC) has extended its pending
offer to exchange up to 2,908,200 shares of its common stock, no
par value per share, for any and all of its outstanding 10.50%
trust preferred securities of Capitol Trust XII, a statutory trust
formed under the laws of the State of Delaware. The offer
commenced on May 28, 2010.
The exchange offer was previously scheduled to expire at 11:59
p.m., Michigan time, on July 23, 2010, and has been extended until
11:59 p.m., Michigan time, on August 31, 2010, to give holders of
the Trust Preferred Securities adequate time and opportunity to
assess the proposed transaction and if necessary, to complete the
appropriate documentation associated with the exchange. As of the
close of business on July 22, 2010, of the 1,454,100 outstanding
trust preferred securities of Capitol Trust XII, 86,909 had been
tendered.
In a press statement early in June, Capitol Bancorp said the
Exchange Offer represents an efficient opportunity to strengthen
the composition of Capitol's capital base by increasing its Tier 1
common and tangible common equity ratios, while also reducing the
dividend and interest expense associated with the debt securities.
By increasing its common equity component, Capitol expects to have
increased capital flexibility to take advantage of market
opportunities and implement its long-term strategies.
For each $10.00 liquidation amount of the Trust Preferred
Securities Capitol accepts in the Exchange Offer, Capitol will
issue 2 shares of its common stock. No accrued and unpaid
interest owed by Capitol with respect to the Trust Preferred
Securities will be paid to holders who tender any Trust Preferred
Securities in the Exchange Offer.
Capitol will issue no more than 2,908,200 shares of its common
stock in the Exchange Offer.
Keefe, Bruyette & Woods, Inc. is acting as Capitol's financial
advisor in connection with the Exchange Offer. Honigman Miller
Schwartz and Cohn LLP has provided Capitol with legal advice in
connection with the Exchange Offer.
About Capitol Bancorp Limited
Capitol Bancorp Limited (NYSE: CBC) --
http://www.capitolbancorp.com/-- is a $5.1 billion national
community banking company, with a network of bank operations in 16
states. Founded in 1988, Capitol Bancorp Limited has executive
offices in Lansing, Michigan and Phoenix, Arizona.
In September 2009, Capitol and its second-tier bank holding
companies entered into a written agreement with the Federal
Reserve Bank of Chicago under which Capitol has agreed, among
other things, to submit to the Reserve Bank a written plan to
maintain sufficient capital at Capitol on a consolidated basis and
at Michigan Commerce Bank (as a separate legal entity on a stand-
alone basis); and a written plan to enhance the consolidated
organization's risk management practices, a strategic plan to
improve the consolidated organization's operating results and
overall condition and a cash flow projection.
Certain of Capitol's bank subsidiaries have entered into formal
agreements with their applicable regulatory agencies. Those
agreements provide for certain restrictions and other guidelines
and/or limitations to be followed by the banks.
In 2009, Capitol commenced the deferral of interest payments on
its various trust-preferred securities, as is permitted under the
terms of the securities, to conserve cash and capital resources.
The payment of interest may be deferred for periods up to five
years. During such deferral periods, Capitol is prohibited from
paying dividends on its common stock (subject to certain
exceptions) and is further restricted by Capitol's written
agreement with the Federal Reserve Bank of Chicago. Accrued
interest payable on such securities approximated $14.7 million at
March 31, 2010.
CAREY SALLEY: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Carey Lee Salley
aka Carey Lee LaSalle
Carey L. LaSalle
6051 Spring Valley Road
Hiddden Hills, CA 91302
Bankruptcy Case No.: 10-19021
Chapter 11 Petition Date: July 23, 2010
Court: U.S. Bankruptcy Court
Central District of California (San Fernando Valley)
Judge: Kathleen Thompson
Debtor's Counsel: Timothy F. Umbreit, Esq.
Timothy F Umbreit
4701 Cartwright Avenue
Toluca Lake, CA 91602
Tel: (818) 535-7381
E-mail: tim@timumbreit.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
According to the schedules, the Debtor says that assets total
$2,407,800 while debts total $4,325,080.
A copy of the Debtor's list of 5 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-19021.pdf
The petition was signed by the Debtor.
CELL THERAPEUTICS: Launches Offering for $4.06MM of Securities
--------------------------------------------------------------
Cell Therapeutics Inc. has entered into an agreement to sell,
subject to customary closing conditions, $4.06 million of
securities to an accredited investor in a private offering
pursuant to Section 4(2) of the Securities Act of 1933, as
amended. The securities consist of 4,060 shares of Series 6
preferred stock, no par value per share, together with warrants to
purchase an aggregate of 5.8 million shares of common stock. The
offering is scheduled to close on or about July 27, 2010, subject
to the satisfaction of customary closing conditions.
The Series 6 preferred stock will be convertible initially into
11.6 million shares of common stock at a conversion price of $0.35
per share. The Series 6 preferred stock will not be redeemable
and will vote with the common stock on an as-converted basis.
Except to the extent of dividends on the common stock and certain
other securities, no dividends will be paid on the Series 6
preferred stock. The Series 6 preferred stock will have a
liquidation preference equal to its initial stated value of $1,000
per share plus the amount of accrued and unpaid dividends, if any.
The warrants to be issued in the Series 6 Financing will generally
be exercisable upon the later of:
i) six months and one day after the date of initial issuance
and
ii) the date that the Company amends its amended and restated
articles of incorporation to increase the authorized shares
of common stock available for issuance thereunder by 400
million shares after receiving shareholder approval thereof.
The initial exercise price for the warrants will be $0.42
per share and the exercise period for the warrants will
terminate on the four year, six month and one day
anniversary of the date of initial issuance.
The Company also entered into an agreement with an accredited
investor to exchange existing warrants to purchase shares of
common stock for new warrants to purchase the same number of
shares of common stock at a lower exercise price. In connection
with such exchange, the warrant holder gave up the requirement in
its existing warrants that the Company reserve shares underlying
its warrants. The new warrants will be in substantially the same
form as the warrants that the Company agreed to issue in the
Series 6 Financing.
The Company intends to use the net proceeds from the Series 6
Financing for general corporate purposes, which may include, among
other things, paying interest on and retiring portions of its
outstanding debt, funding research and development, preclinical
and clinical trials, the preparation and filing of new drug
applications, and general working capital.
About Cell Therapeutics
Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company that develops an integrated portfolio of
oncology products aimed at making cancer more treatable.
Subsequent to the closure of its Bresso, Italy operations in
September 2009, CTI's operations are conducted solely in the
United States.
At March 31, 2010, the Company had $75,531,000 total assets and
$85,243,000 in total liabilities.
Going Concern Doubt
San Francisco-based Stonefield Josephson, Inc., has included an
explanatory paragraph in their report on Cell Therapeutics, Inc.'s
December 31, 2009, 2008 and 2007 consolidated financial statements
regarding their substantial doubt as to the Company's ability to
continue as a going concern. The independent auditors reported
that the Company has sustained loss from operations over the audit
periods, incurred an accumulated deficit, and has substantial
monetary liabilities in excess of monetary assets as of
December 31, 2009.
Bankruptcy Warning
In its Form 10-Q report for the period ended September 30, 2009,
filed with the Securities and Exchange Commission, the Company
warned it does not expect it will have sufficient cash to fund
planned operations through the second quarter of 2010, which
raises substantial doubt about its ability to continue as a going
concern. The Company said if it fails to obtain capital when
required, the Company said it may be required to delay, scale
back, or eliminate some or all of its research and development
programs and may be forced to cease operations, liquidate its
assets and possibly seek bankruptcy protection.
CHEMTURA CORP: Wins Nod to Sell Sulfonates & Petrolatums Business
-----------------------------------------------------------------
U.S. Bankruptcy Judge Robert Gerber approved Chemtura Corp.'s
request to sell certain assets relating to their natural sodium
sulfonates and oxidized petrolatums businesses to Sonneborn
Refined Products B.V. and Sonneborn Inc., for $5,000,000 in cash
and certain other conditions, free and clear of all claims and
encumbrances.
The Asset Purchase Agreement governing the terms of the sale, as
amended on July 21, 2010, and all other ancillary documents are
approved.
A full-text copy of the July 21 First Amendment to the APA is
available for free at:
http://bankrupt.com/misc/ChemSonnebnAPA_1stAmndment.pdf
Upon the closing of the sale, the Debtor Seller is authorized to
assume and assign the designated contracts to Sonneborn.
Notwithstanding the provisions of any plan of reorganization that
may be confirmed in the Debtors' Chapter 11 cases, or any order
that may be entered confirmation that plan, all claims of
Sonneborn, including rights of indemnification or otherwise
arising under the Purchase Agreement will survive to the extend
provided by the Purchase Agreement and will not be discharged by
any plan of reorganization or order confirming that plan.
Nothing in the Order or the Purchase Agreement approves or
provides for the transfer to Sonneborn of any avoidance claims of
the Debtors' estates.
About Chemtura Corp.
Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.
Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel. The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC. As of
December 31, 2008, the Debtors had total assets of $3.06 billion
and total debts of $1.02 billion. Bankruptcy Creditors' Service,
Inc., publishes Chemtura Bankruptcy News. The newsletter tracks
the Chapter 11 proceedings undertaken by Chemtura Corp. and its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
CHRYSLER LLC: Court Dismisses Trust's Suit Against Daimler
----------------------------------------------------------
Judge Arthur J. Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York dismissed most of the claims in an
adversary complaint by the Chrysler LLC litigation trust against
Daimler AG and its affiliates.
The Trust has alleges that Daimler orchestrated a scheme to strip
valuable assets away from the Debtors prior to Daimler selling a
controlling interest in the Chrysler entities to Cerberus Capital
Management LP in 2007. The Trust alleges that, as part of that
scheme, immediately prior to the sale to Cerebus, Daimler
engineered a complex restructuring of the Chrysler Companies,
which fraudulently transferred valuable assets -- which comprised
the financial services arm of the Chrysler Companies -- from CarCo
to Daimler North America Corporation (f/k/a DaimlerChrysler North
America Holding Corporation) and Daimler Investments US
Corporation (f/k/a DaimlerChrysler Holding Corporation) for little
or no consideration. The Trust further alleges that certain
segments of the 2007 restructuring resulted in transfers that
enriched Daimler at the expense of the creditors of CarCo who
could not reach these assets. The Trust seeks to recover, as
fraudulent conveyances, the value of the transferred assets for
the Debtors' estates.
The Daimler Entities sought dismissal of the Complaint arguing
that the Trust is challenging certain particular transfers while
ignoring the entire transaction. The Daimler Entities argue that
the proper focus should be on the entirety of the transaction,
which includes the restructuring of Chrysler, and Daimler's sale
of its interest in the Chrysler Companies to Cerberus. The
Daimler Entities maintain that the restructuring plan comprise a
single integrated transaction, the constituent pieces of which
cannot be valued without reference to the entirety of the
transaction. The Daimler Entities contend that the Complaint does
not allege that, when viewed in its entirety, the transaction
resulted in less than fair value to CarCo, constituted a
fraudulent conveyance, or otherwise caused legal injury to CarCo.
The Court agrees with Daimler, pointing out that in accordance
with the original business plan, Daimler disposed of 80.1% of its
interest in the Chrysler Companies. The Court notes that as a
result of that disposition, an equity contribution was infused
into CarCo.
"The entire business plan involved a single integrated
transaction. The Court does not address the Trust's speculation
as to what might have transpired had the parties not been able to
consummate constituent parts of that transaction," Judge Gonzalez
wrote.
Judge Gonzalez, nonetheless, granted the Trust 60 days to amend
and replead claims regarding the consideration that CarCo received
in the single integrated transaction, as well as to clarify its
position concerning the valuation of CarCo's assets, both for the
assessment of the consideration received in the integrated
transaction and the insolvency analysis.
The bankruptcy case is In re: Old Carco LLC (F/K/A Chrysler LLC),
et al., Chapter 11, case no. 09-50002 (S.D.N.Y).
The adversary case is The Liquidation Trust, v. Daimler Ag, et
al., Adv. No. 09-00505 (S.D.N.Y).
A copy of the decision is available at:
http://www.leagle.com/unsecure/page.htm?shortname=inbco20100727644
The Daimler Entities are defended by:
Alan S. Goudiss, Esq.
Jaculin Aaron, Esq.
SHEARMAN & STERLING LLP
599 Lexington Avenue
New York, New York 10022
Telephone: 212-848-4906
Facsimile: 646-848-4906
E-mail: agoudiss@shearman.com
jaaron@shearman.com
- and -
Jonathan D. Schiller, Esq.
William S. Ohlemeyer, Esq.
BOIS, SCHILLER & FLEXNER, LLP
575 Lexington Avenue, 7th Floor
New York, NY 10022
Telephone: 212-446-2388
Facsimile: 212-446-2350
E-mail: jschiller@bsfllp.com
wohlemeyer@bsfllp.com
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%
equity interest in Chrysler Group.
The Bankruptcy Court signed a written order on April 23, 2010,
confirming the modified Second Amended Joint Plan of Liquidation
filed by Old Carco LLC, formerly known as Chrysler LLC, and its 24
debtor subsidiaries. The Plan was declared effective on April 30.
The Plan provides for the creation of a litigation trust. Stephen
D. Susman, Esq., at Susman Godfrey LLP, serves as counsel for the
Liquidation Trust. Sander L. Esserman, Esq., at Stutzman,
Bromberg, Esserman & Plifka, serves as Special Counsel for the
Trust.
CHUGH SHOPPING: Negotiates Secured Debt, Wants Case Dismissed
-------------------------------------------------------------
Chugh Shopping Center, Inc., asks the U.S. Bankruptcy Court for
the Northern District of Georgia to dismiss its Chapter 11 case.
The Debtor relates that 98.6% of its secured debt has been
negotiated and is based on the instant dismissal of the case.
Covington, Georgia-based Chugh Shopping Center, Inc., filed for
Chapter 11 bankruptcy protection on November 3, 2009 (Bankr. N.D.
Ga. Case No. 09-89439). Parmesh N. Dixit, Esq., who has an office
in Atlanta, Georgia, assists the Company in its restructuring
effort. The Company listed $10,000,001 to $50,000,000 in assets
and debts.
CIRCUIT CITY: Court Removes Cap on Gowling Lafleur Fees
-------------------------------------------------------
The U.S. Bankruptcy Court has granted the request of the Official
Committee of Unsecured Creditors for Circuit City Stores Inc. to
remove the cap on the compensation and reimbursement of its
Canadian counsel, Gowling Lafleur Henderson LLP, and to eliminate
the Cap Amount as a basis for objecting to the fees and expenses
incurred by the firm for the period November 1, 2009, to March 31,
2010, and all fees and expenses incurred by the firm from and
after April 1, 2010.
The Debtors had sought the denial of the Committee's request.
Although the Debtors do not object to the scope of Gowling
Lafleur's retention being expanded to include tax-related
matters with respect to services rendered after April 20, 2010,
the Debtors asked the Court to direct the firm to provide them and
the United States Trustee with a budget for that work, and then
set a cap either consented to by the Debtors and the U.S. Trustee
or approved by the Court.
About Circuit City
Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.
Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No.
08-35653). InterTAN Canada, Ltd., which runs Circuit City's
Canadian operations, also sought protection under the Companies'
Creditors Arrangement Act in Canada.
Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel. The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors. The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP. Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.
Circuit City has opted to liquidate its 721 stores. It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.
In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.
Bankruptcy Creditors' Service, Inc., publishes Circuit City
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Circuit City Stores Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).
CIRCUIT CITY: Reaches Deal with Avenues in Leather
--------------------------------------------------
To recall, Circuit City Stores Inc. and Avenues in Leather, Inc.
were parties to a certain letter agreement for the purchase of
certain goods produced by Avenues for sale in the Debtors' stores.
The Contract was terminated by the Debtors before the Petition
Date.
The Debtors initiated the Adversary Proceeding against Avenues on
May 10, 2010.
The parties wish to resolve all matters of dispute or potential
dispute arising out of claims related to or asserted in the
Complaint, and any other claims by and between them.
Among other things, the parties agree that Avenues will wire to
the Debtors $150,000, in full and complete settlement of the
Adversary Proceeding. The Adversary Proceeding will be dismissed
with prejudice on the effective date of the Settlement.
Any and all contracts by and between the Debtors and Avenues not
previously terminated or rejected will be deemed rejected as of
the effective date.
A full-text copy of the Settlement is available at no charge at:
http://bankrupt.com/misc/CC_SettleStipAPAvenues072110.pdf
If no objection to the Settlement, and no request for additional
time or information, is filed and served before July 28, 2010,
the Debtors will be automatically authorized to enter into and
consummate the Settlement without further Court order or action
by the Debtors.
About Circuit City
Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.
Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No.
08-35653). InterTAN Canada, Ltd., which runs Circuit City's
Canadian operations, also sought protection under the Companies'
Creditors Arrangement Act in Canada.
Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel. The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors. The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP. Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.
Circuit City has opted to liquidate its 721 stores. It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.
In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.
Bankruptcy Creditors' Service, Inc., publishes Circuit City
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Circuit City Stores Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).
CIRCUIT CITY: Said to Have Reached Compromise with Creditors Panel
------------------------------------------------------------------
Circuit City Stores Inc. and the Official Committee of Unsecured
Creditors have reached a compromise, newsadvance.com reported.
Counsel for both parties informed Judge Kevin R. Huennekens on
July 22, 2010, that a compromise on the differences between the
Debtors and Creditors' Committee has been reached during a
mediation session the previous week, says the report.
"We think we've resolved the issues," Jeffrey N. Pomerantz, Esq.,
counsel for the creditors committee, told the Court via telephone
during the hearing, the report notes.
To recall, Judge Huennekens ordered the parties to mediate and to
be prepared to discuss the results of mediation at a July 22
status conference when both parties failed to resolve issues with
respect to the Amended Joint Plan of Liquidation last June 24,
2010. The Debtors and the Creditors Committee are at odds about
the details in the bylaws and the makeup of a committee that will
oversee a liquidating trust set up to hand out any remaining
funds from the sale of the company's assets.
Newsadvance noted that the Debtors and the Creditors' Committee
are awaiting a decision from the Ontario Superior Court of
Justice on a pending tax issue with respect to the sale of the
Debtors' Canadian division. The Canadian Court's ruling "could
open up issues that would need to be mediated," Newsadvance
added.
Gregg M. Galardi, counsel to the Debtors, told Judge Huennekens
that drafts of the agreement are being prepared and that these
will be forwarded to the Creditors' Committee's counsel for
review, Newsadvance said.
Mr. Galardi also stated that the amount of distribution to
unsecured creditors would remain unchanged, with each one getting
as much as 13.5 cents on each dollar owed, according to
Newsadvance.
In line with this development, the hearing on confirmation-
related matters with respect to the Liquidation Plans of Circuit
City Stores, Inc. and its debtor-affiliates and the Official
Committee of Unsecured Creditors has been continued to Sept. 8,
2010, at 10:00 a.m.
About Circuit City
Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.
Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No.
08-35653). InterTAN Canada, Ltd., which runs Circuit City's
Canadian operations, also sought protection under the Companies'
Creditors Arrangement Act in Canada.
Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel. The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors. The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP. Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.
Circuit City has opted to liquidate its 721 stores. It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.
In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.
Bankruptcy Creditors' Service, Inc., publishes Circuit City
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Circuit City Stores Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).
COASTLINE TERMINALS: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Coastline Terminals of Conn. Parent, Inc., filed with the U.S.
Bankruptcy Court for the District of Connecticut its schedules of
assets and liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $0
B. Personal Property $16,087,000
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $6,190,413
E. Creditors Holding
Unsecured Priority
Claims $0
F. Creditors Holding
Unsecured Non-priority
Claims $0
----------- -----------
TOTAL $16,087,000 $6,190,413
New Haven, Connecticut-based Coastline Terminals of Conn. Parent,
Inc., filed for Chapter 11 bankruptcy protection on June 15, 2010
(Bankr. D. Conn. Case No. 10-31801). Carl T. Gulliver, Esq., at
Coan Lewendon Gulliver & Miltenberger LL, 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.
CUMULUS MEDIA: Inks Fourth Amended Credit Agreement with BoA
------------------------------------------------------------
Cumulus Media Inc. entered into a fourth amendment to its existing
credit agreement, dated June 7, 2006, by and among the Company,
Bank of America, N.A., as administrative agent, and the lenders
party thereto, as amended through June 29, 2009.
In connection with the amendment, Bank of America, N.A. has
resigned as administrative agent and the lenders have agreed to
appoint General Electric Capital Corporation as successor
administrative agent under the Credit Agreement for all purposes.
In addition, the amendment grants the Company additional
flexibility under the Credit Agreement to, among other things:
i) consummate an asset swap of the Company's radio stations in
Canton, Ohio for radio stations in the Ann Arbor, Michigan
and Battlecreek, Michigan markets owned by Capstar Radio;
ii) subject to certain conditions, acquire up to 100% of the
equity interests of the Company's affiliate, Cumulus Media
Partners, LLC or two of its subsidiaries, CMP Susquehanna
Holdings Corp. or CMP Susquehanna Radio Holdings Corp.;
iii) subject to certain conditions and if necessary in order that
certain of CMP's subsidiaries maintain compliance with
applicable debt covenants, make further equity investments
in CMP, in an aggregate amount not to exceed $1.0 million;
and
iv) enter into sale-leaseback transactions with respect to
communications towers that have an aggregate fair market
value of no more than $20.0 million, so long as the net
proceeds of such transaction are used to repay indebtedness
under the Company's term loan facility.
Some of the lenders under the Credit Agreement, or their
affiliates, have various relationships with the Company involving
the provision of financial services, including cash management,
investment banking and brokerage services. These lenders or their
affiliates receive, and expect to receive, customary fees and
expenses for these services.
About Cumulus Media
Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling 350 radio
stations in 68 U.S. media markets. In combination with its
affiliate, Cumulus Media Partners, LLC, the Company believes it is
the fourth largest radio broadcast company in the United States
when based on net revenues.
As of December 31, 2009, Cumulus Media had $334,064,000 in total
assets against $706,576,000 in total liabilities, resulting in
$372,512,000 in stockholders' deficit. The December 31, 2009
balance sheet also showed strained liquidity: Cumulus Media had
$64,714,000 in total current assets against $68,195,000 in total
current liabilities.
* * *
Moody's Investors Service affirmed Cumulus Media Inc.'s Caa1
Corporate Family Rating, Caa2 Probability-of-Default Rating and
Caa1 Senior Secured Bank Debt ratings, as outlined below, and
revised the company's rating outlook to stable from negative. The
stable outlook reflects Moody's expectation that while leverage
will remain very high, Cumulus' operating performance should begin
to improve over the rating horizon as economic pressures continue
to gradually subside. The company is also benefiting from a
restructuring of its operations which took a material level of
costs out of the business, only a portion of which are expected to
return as revenues increase.
According to the Troubled Company Reporter on December 8, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on radio broadcaster Cumulus Media Inc. to 'B-' from 'B'.
The rating outlook is stable.
The Company's balance sheet at March 31, 2010, showed
$323.0 million in total assets and $695.4 million in total
liabilities, for a stockholders' deficit of $372.3 million.
CW MEDIA: S&P Keeps 'BB-' Long-Term Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it kept its ratings on
Toronto-based CW Media Holdings Inc., including its 'BB-' long-
term corporate credit rating on the company, on CreditWatch, where
they had been placed with positive implications May 5. Positive
implications mean that S&P could raise or affirm the ratings
depending on the outcome of its review.
"The CreditWatch positive listing followed Shaw Communications
Inc.'s announced proposal to acquire CW Media," said Standard &
Poor's credit analyst Lori Harris.
This CreditWatch update reflects the agreement by which Calgary,
Alta.-based cable services provider Shaw (BBB-/Stable/--)
will acquire 100% of the equity interest in CW Investments Co.
(parent of CW Media). CWI was previously co-owned by Canwest
Media Inc. and GS Capital Partners VI LP, a private equity
affiliate of Goldman, Sachs & Co.; however, Shaw has now taken a
49.9% equity stake in the business and expects to complete the
full acquisition this fall, subject to Canwest creditor and court
approvals as well as approvals from the Canadian Radio-television
and Telecommunications Commission and the Competition Bureau.
Canwest filed for creditor protection under the Companies'
Creditors Arrangement Act on Oct. 6, 2009.
The transaction also includes the acquisition of Canwest's
television broadcast business. The proposed transaction's total
consideration of C$2 billion includes about C$815 million of net
debt at CW Media. CW Media has a controlling interest in and
operates 13 English-language Canadian specialty TV channels
(including Showcase, History, HGTV, and Slice); it also has a 50%
interest in two Canadian French-language channels (Series+ and
Historia), and a minority interest in two other English-language
channels (Dusk and One).
S&P will resolve the CreditWatch once the transaction either
closes or is cancelled. Should the transaction close under the
current terms and conditions, S&P expects to raise the long-term
corporate credit rating on CW Media multiple notches and possibly
equalize it with the rating on Shaw.
D I OF GREENSBORO: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: D I of Greensboro, Inc.
110 E. Seneca Boulevard
Greensboro, NC 27406
Bankruptcy Case No.: 10-11362
Chapter 11 Petition Date: July 23, 2010
Court: U.S. Bankruptcy Court
Middle District of North Carolina (Greensboro)
Judge: William L. Stocks
Debtor's Counsel: David F. Meschan, Esq.
E-mail: DMeschan@tuggleduggins.com
Sarah F. Sparrow, Esq.
E-mail: SSparrow@tuggleduggins.com
P. O. Box 2888
Greensboro, NC 27402
Tel: (336) 378-1431
Fax: (336) 274-6590
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A copy of the Company's list of 7 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ncmb10-11362.pdf
The petition was signed by Melton Harrell, president.
DAVID DUNNE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: David Michael Dunne
aka D Michael Dunne
Jo Ann Elizabeth Dunne
21209 Snag Island Drive
Lake Tapps, WA 98391
Bankruptcy Case No.: 10-45981
Chapter 11 Petition Date: July 22, 2010
Court: U.S. Bankruptcy Court
Western District of Washington (Tacoma)
Judge: Paul B. Snyder
Debtor's Counsel: Timothy W. Dore, Esq.
Ryan Swanson & Cleveland PLLC
1201 3rd Avenue, Suite 3400
Seattle, WA 98101-3034
Tel: (206) 464-4224
E-mail: dore@ryanlaw.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
The petition was signed by the Joint Debtors.
Debtor's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Bank of America Merril Lynch Personal Guaranty $14,472,382
NJ6-502-01-03
750 Walnut Avenue
Cranford, NJ 07016
Colco LLC Personal Guaranty $5,461,788
P.O. Box 3543
Seattle, WA 98124-3543
Farm Bureau Personal Guaranty $3,562,777
c/o NW Commercial Mortgage
1601 5th Avenue, #2060
Seattle, WA 98101
Puget Sound Bank Personal Guaranty $3,250,000
10500 NE 8th Street, #1800
Bellevue, WA 98004
Bank of America Personal Guaranty $3,200,000
111 Westminister Street, Floor 16
Providence, RI 02903
Invervest Personal Guaranty $2,432,578
5005 SW Meadows Road, #400
Lake Oswego, OR 97035
Michigan Commerce Bank Personal Guaranty $1,409,708
P.O. Box 13037
Lansing, MI 48901-3037
Cowlitz/Bay Bank Personal Guaranty $1,300,000
P.O. Box 1518
Longview, WA 98632
First Mutual Bank Personal Guaranty $1,205,910
425 Pike Street
Seattle, WA 98101
Washington Trust Loan $1,000,000
10500 NE 8th Street
Bellevue, WA 98004
Detroit Investment Fund Personal Guaranty $1,000,000
600 Renaissance Center, #1710
Detroit, MI 48243-1802
Washington Federal Personal Guaranty $1,000,000
425 Pike Street
Seattle, WA 98101
Umpqua Bank Judgment $800,000
P.O. Box 1820
Roseburg, OR 97470
U.S. Bank
10800 NE 108th Street, #500 Loan $500,000
Bellevue, WA 98004
Columbia Bank Loan $500,000
2041 Auburn Way N
Auburn, WA 98002
National Bank of Arizona Personal Guaranty $444,520
P.O. Box 80467
Phoenix, AZ 85060
Foundation Bank Loan $500,000
1110 112th Avenue NE, #200
Bellevue, WA 98004
Bank of Fife Personal Guaranty $292,569
5209 Pacific Highway E
Fife, WA 98424
Key Bank Loan $250,000
1101 Pacific Avenue
Tacoma, WA 98402
Michigan Commerce Bank Loan $93,000
DEBORAH MATEEN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Deborah Mateen
2050 W. Campbell Avenue
Phoenix, AZ 85015
Bankruptcy Case No.: 10-23127
Chapter 11 Petition Date: July 23, 2010
Court: U.S. Bankruptcy Court
District of Arizona (Phoenix)
Judge: Sarah Sharer Curley
Debtor's Counsel: Harold E. Campbell, Esq.
Campbell & Coombs, P.C.
1811 S. Alma School Road, Suite 225
Mesa, AZ 85210
Tel: (480) 839-4828
Fax: (480) 897-1461
E-mail: heciii@haroldcampbell.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A copy of the Debtor's list of 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/azb10-23127.pdf
The petition was signed by the Debtor.
DELTA AIR: Reveals 64% Hiring Spike; 65,000 Applicants Expected
---------------------------------------------------------------
Delta Air Lines Inc.'s merger with Northwest Airlines Corp called
for the addition of 29,200 employees between May 2009 and May
2010, a report from the U.S. Department of Transportation's Bureau
of Transportation Statistics revealed, according to the Atlanta
Business Chronicle.
As a result, Delta recorded a 64.2 percent jump in employment by
May 2010. Delta was the only carrier to hire additional workers
during the period, the report said.
In a recorded message to employees on July 22, 2010, Delta Chief
Operating Officer Richard Anderson disclosed that the airline is
anticipating 65,000 applications for its 1,000 airport job
openings, reports the Salt Lake Tribune.
Delta needs employees at its 25 biggest U.S. airports to help with
planes that are flying with near-record percentages of seats
filled and to cope with weather disruptions, according to the
report. Delta is expanding its work force in light of increasing
travel demand, the newspaper says.
About Delta Air Lines
Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world. The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities. On December 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta. The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.
Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan. That amended plan took effect May 31, 2007.
Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan. That plan
became effective on April 30, 2007.
(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).
* * *
Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's. They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.
Delta Air carries a 'B-' issuer default rating from Fitch Ratings.
DELTA AIR: Stockholders Elect 13 Directors at June 30 Meeting
-------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, Delta Air Lines, Inc., disclosed that at the 2010
Annual Meeting of Stockholders held June 30, 2010, the
stockholders elected these 13 director nominees to serve as
members of the Company's Board of Directors until the Company's
2011 Annual Meeting of Stockholders:
(1) Richard H. Anderson
(2) Edward H. Bastian
(3) Roy J. Bostock
(4) John S. Brinzo
(5) Daniel A. Carp
(6) John M. Engler
(7) Mickey P. Foret
(8) David R. Goode
(9) Paula Rosput Reynolds
(10) Kenneth C. Rogers
(11) Rodney E. Slater
(12) Douglas M. Steenland
(13) Kenneth B. Woodrow
According to Delta Vice President, Deputy General Counsel and
Secretary Leslie P. Klemperer, the stockholders ratified the
appointment of Ernst & Young LLP as the Company's independent
auditors for 2010.
The stockholders did not approve the adoption of a stockholder
proposal relating to cumulative voting for the election of
directors, according to Ms. Klemperer.
Delta's full-text disclosure regarding the stockholders Meeting is
available at the SEC at http://ResearchArchives.com/t/s?66e1
About Delta Air Lines
Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world. The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities. On December 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta. The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.
Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan. That amended plan took effect May 31, 2007.
Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan. That plan
became effective on April 30, 2007.
(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).
* * *
Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's. They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.
Delta Air carries a 'B-' issuer default rating from Fitch Ratings.
DELTA AIR: US Airways Withdraws Rejection Claim
-----------------------------------------------
US Airways, Inc., notified the U.S. Bankruptcy Court for the
Southern District of New York, which handles Delta Air's
bankruptcy cases, and parties-in-interest that it has withdrawn
Claim Nos. 8334 and 8335 which it filed in Delta's cases in June
2007.
The Claims asserted unliquidated claims arising from the rejection
of a participation agreement, and for certain liabilities that,
according to US Airways, may have accrued during the pendency of
the Reorganized Debtors' cases.
Meanwhile, the New York Department of Finance notified the Court
and parties-in-interest that it has withdrawn its proof of claim
for $405,000 in the Debtors' cases.
About Delta Air Lines
Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world. The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities. On December 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta. The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.
Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan. That amended plan took effect May 31, 2007.
Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan. That plan
became effective on April 30, 2007.
(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).
* * *
Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's. They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.
Delta Air carries a 'B-' issuer default rating from Fitch Ratings.
DELUXE ICE CREAM: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Deluxe Ice Cream Company
720 W Idaho Street, #40
Boise, ID 83720
Bankruptcy Case No.: 10-39670
Chapter 11 Petition Date: July 26, 2010
Court: U.S. Bankruptcy Court
Eastern District of California (Sacramento)
Judge: Michael S. McManus
Debtor's Counsel: Ron Bender, Esq.
10250 Constellation Boulevard, #1700
Los Angeles, CA 90067
Tel: (310) 229-1234
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
The petition was signed by Nathan W. Bell, chief executive
officer.
Debtor-affiliates that filed separate Chapter 11 petitions:
Entity Case No. Petition Date
------ -------- -------------
Matterhorn Group, Inc. -- --
Vitafreze Frozen Confections, Inc. 10-39664 7/26/10
Assets: $10,000,001 to $50,000,000
Debts: $10,000,001 to $50,000,000
Deluxe Ice Cream's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
QCS Purchasing LLC -- $480,778
2570 Solutions Center
Chicago, IL 60677-2005
Garrett & Associates -- $218,666
P.O. Box 980362
Park City, UT 84098-0362
Berry Plastics Corporation -- $111,013
Fifth Third Bank
P.O. Box 633485
Cincinnati, OH 45263-3485
Americold Logistics LLC -- $94,974
Permacold Engineering, Inc. -- $67,245
Denali Ingredients, LLC -- $60,880
Global Sticks, Inc. -- $51,044
Transilwrap Company, Inc. -- $48,930
Portland General Electric -- $47,182
Boise Cascade Corporation -- $44,097
Excelsior Packaging West -- $40,077
Mohawk Plastics -- $39,342
BoDeans Wafer Company -- $31,342
Tate & Lyle Custom -- $22,440
DeJarnett Sales Inc. -- $21,264
Graphic Packaging -- $19,166
Contract Servicing -- $17,459
Pecan Deluxe Candy Co. -- $16,656
Univar USA Inc -- $16,647
Burd & Fletcher -- $15,820
Vitafreeze's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Foster Farms -- $559,414
Department 33369
P.O. Box 44000
San Francisco, CA 94144-3369
Norse Dairy Systems -- $212,604
Attn: Interbake Foods 22439
131 S. Dearborn Street, 6th Floor
SMUD -- $119,204
P.O Box 15555
Sacramento, CA 95852
Sacramento Container Corp. -- $106,864
Sweetener Products -- $104,938
NO Cal B&C Health & Welfare -- $102,700
Kerry -- $93,168
US Cold Storage, Inc. -- $90,612
Polly Ann Diversified, Inc. -- $71,400
Trojan Litho -- $60,639
Graphic Packaging -- $49,531
Capital Corrugated, Inc. -- $48,113
Global Sticks -- $47,211
Sierra Packaging & Converting -- $44,308
QCS Purchasin LLC -- $43,117
Chemco Products Co. -- $36,576
Apcco -- $32,951
Petro Chem Insulation, Inc. -- $25,620
Tetra Pak Hoyer -- $24,693
Sunopta Food Group -- $24,263
DOLLAR THRIFTY: Avis Tops Hertz With $46.50 Per Share Offer
-----------------------------------------------------------
Avis Budget Group, Inc., on Wednesday sent a letter to the Board
of Directors of Dollar Thrifty Automotive Group, Inc., announcing
its offer to acquire Dollar Thrifty for $46.50 per share of Dollar
Thrifty common stock.
The offer consists of $39.25 in cash (which would include the
proceeds of a pre-closing special dividend to be paid by Dollar
Thrifty consistent with the Hertz proposal) and 0.6543 shares of
Avis Budget stock (currently valued at $7.25). The cash portion
of Avis' offer will be funded through a combination of available
cash and fully committed financing.
According to The Wall Street Journal's Gina Chon and Sarah
Nassauer, the Avis offer is valued at more than $1.3 billion.
Avis has received consents from the requisite percentage of
lenders in its principal corporate credit facility to amend the
terms of that facility to permit the completion of the proposed
transaction, including its financing.
The stock portion of Avis' offer does not require approval of the
Avis Budget shareholders. Avis said this will afford Dollar
Thrifty shareholders the opportunity to participate in the
combination-related synergies and benefit from the continued
positive trends in the car rental industry. Avis' offer is not
subject to any financing or due diligence contingencies and has
the unanimous support of the Avis Budget Board of Directors.
The letter was sent by Ronald L. Nelson, Avis Budget Group
Chairman and Chief Executive Officer, to Dollar Thrifty's
Chairman, Thomas P. Capo, and President and Chief Executive
Officer, Scott L. Thompson.
"While we continue to believe that the onerous lock-up provisions
in your existing merger agreement should be removed, we are
prepared to put forward an offer today for Dollar Thrifty that
clearly constitutes a Superior Proposal under that merger
agreement," Mr. Nelson said in the letter.
Mr. Nelson said Avis is prepared to enter into a merger agreement
that contains substantially the same terms as the Hertz merger
agreement, but which includes removing the matching rights,
eliminating the break-up fees, and increasing the commitment to
secure antitrust approvals. Avis has sent a copy of the draft
merger agreement to Dollar's counsel.
Citigroup and Morgan Stanley & Co. Incorporated are acting as
financial advisors to Avis Budget Group, and Kirkland & Ellis LLP
and Arnold & Porter LLP are acting as legal counsel.
Hertz Merger Deal
As reported by the Troubled Company Reporter on April 27, 2010,
Hertz and Dollar Thrifty signed a definitive agreement providing
for Hertz to acquire Dollar Thrifty for a purchase price of $41.00
per share, in a mix of cash and Hertz common stock. The deal is
valued at $1.27 billion. The $41.00 per share purchase price is
comprised of 80% cash consideration and 20% stock consideration.
Hertz will also assume or refinance Dollar Thrifty's existing
fleet debt, outstanding at closing. Upon the close of the
transaction, Dollar Thrifty stockholders will own 5.5% of the
combined company on a diluted basis. Dollar Thrifty will become a
wholly owned subsidiary of Hertz and Dollar Thrifty common stock
will cease trading on the NYSE.
Barclays Capital acted as lead financial advisor to Hertz and Bank
of America Merrill Lynch also provided advice. Hertz also worked
with the law firms Debevoise & Plimpton LLP and Jones Day. Dollar
Thrifty was advised by J.P. Morgan and Goldman, Sachs & Co. and
the law firm of Cleary Gottlieb Steen & Hamilton LLP.
About Avis Budget Group
Avis Budget Group -- http://www.avisbudgetgroup.com/-- provides
vehicle rental services, with operations in more than 70
countries. Through its Avis and Budget brands, the Company is a
leading vehicle rental company in each of North America,
Australia, New Zealand and certain other regions based on
published airport statistics. Avis Budget Group is headquartered
in Parsippany, N.J. and has more than 22,000 employees.
At March 31, 2010, the Company had total assets of $10.257 billion
against total current liabilities of $1.328 billion, total
liabilities exclusive of liabilities under vehicle programs of
$4.044 billion and liabilities under vehicle programs of
$5.987 billion, resulting in stockholders' equity of $226 million.
* * *
Avis Budget Car Rental LLC continues to carry Moody's Investors
Service's B2 corporate family rating. Avis Budget Group Inc.
carries Standard & Poor's Ratings Services' B+ corporate credit
rating.
About Hertz Corp.
Hertz Corporation, headquartered in Park Ridge, New Jersey, is an
automobile and equipment rental company.
Hertz carries Moody's B1 Corporate Family Rating and Probability
of Default Rating.
About Dollar Thrifty
Dollar Thrifty Automotive Group, Inc., is headquartered in Tulsa,
Oklahoma. Driven by the mission "Value Every Time," the Company's
brands, Dollar Rent A Car and Thrifty Car Rental, serve value-
conscious travelers in over 70 countries. Dollar and Thrifty have
over 600 corporate and franchised locations in the United States
and Canada, operating in virtually all of the top U.S. and
Canadian airport markets. The Company's approximately 6,400
employees are located mainly in North America, but global service
capabilities exist through an expanding international franchise
network.
At March 31, 2010, the Company had total assets of $2,470,879,000
against total liabilities of $2,047,769,000, resulting in
stockholders' equity of $423,110,000.
* * *
As reported by the Troubled Company Reporter on May 5, 2010,
Dominion Bond Rating Service placed the ratings of Dollar Thrifty
Automotive Group, Inc., including its Issuer Rating of B (high),
Under Review with Positive Implications. This ratings action
follows the announcement that the Company has reached a definitive
agreement to be acquired by the higher-rated Hertz Corporation.
DBRS rates Hertz BB, at the issuer level.
In November 2009, Standard & Poor's Ratings Services raised its
corporate credit rating of Dollar Thrifty to 'B-' from 'CCC', in
light of the Company's improved operating and financial
performance that began in mid-2009. Moody's Investors Service
also upgraded Dollar Thrifty's Probability of Default Rating to
'B3' from 'Caa2' and Corporate Family Rating to 'B3' from 'Caa3'.
E*TRADE FINANCIAL: Moody's Gives Stable Outlook on 'B3' Rating
--------------------------------------------------------------
Moody's Investors Service changed to stable from negative the
outlook on the B3 long-term issuer rating of E*TRADE Financial
Corporation, and the D-/Ba3 rating of E*TRADE Bank, the company's
thrift subsidiary.
The rating action reflects these three key factors: 1) lower
assumed probability of a worse-than-anticipated level of losses in
E*TRADE's loan portfolio; 2) stronger capital levels at the bank
and reduced debt burden at the holding company; and 3) continued
resilience of E*TRADE's online brokerage business.
Moody's base-case estimate of lifetime losses in E*TRADE's loan
portfolio remains $5.3 billion, which implies up to $1.18 billion
in additional provisions, net of existing allowance. "E*TRADE
Bank's current excess capital, a conservative run-rate of pre-
provision earnings, and a $480 million of cash at the parent
should allow it to comfortably absorb this level of provisions
over the next 4-6 quarters while servicing its debt and keeping
the bank well-capitalized, " said Alexander Yavorsky, a senior
analyst at Moody's.
E*TRADE's credit profile remains vulnerable to a significantly
worse-than-anticipated level of credit losses at the bank, which
has previously been the primary reason for the negative outlook.
However, Moody's now thinks that the probability of this scenario
is reduced by E*TRADE's improved delinquency trends --
delinquencies have been stable or trending down for the last nine
months -- and the continued seasoning of its portfolio.
E*TRADE's online brokerage franchise remains healthy,
notwithstanding an industry-wide seasonal slowdown in activity
levels and revenue headwinds from persistently low interest rates.
Moreover, the relative stabilization of the company's asset
quality issues frees up financial and management resources to
focus on the core business, which continues to generate strong
levels of free cash-flow.
The rating agency also noted that E*TRADE's recapitalization and
subsequent debt-for-equity conversions have improved the parent
company's financial flexibility. Still, its credit profile
remains weak -- as reflected in its B3 rating, which is three
notches lower than the bank's deposit rating -- due to very high
financial leverage and reliance on dividends from the bank for
debt service. In particular, E*TRADE will have to materially de-
lever its balance sheet to comply with Dodd-Frank Act's capital
requirements for thrift holding companies. Although the exact
timeframe for compliance is unclear, E*TRADE would have to
demonstrate a credible plan for de-levering before significant
upward pressure emerges on its rating.
The last rating action on E*TRADE was on July 6, 2009, when its
current ratings were confirmed with a negative outlook.
E*TRADE is a major online retail brokerage firm that reported
$2.2 billion in net revenue in 2009.
ECHO GRAY: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Echo Gray LLC
26478 Ynez Road
Temecula, CA 92691
Bankruptcy Case No.: 10-33359
Chapter 11 Petition Date: July 26, 2010
Court: U.S. Bankruptcy Court
Central District of California (Riverside)
Judge: Catherine E. Bauer
Debtor's Counsel: Thomas C. Nelson, Esq.
484 Prospect Street
La Jolla, CA 92037
Tel: (858) 875-5092
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A copy of the Company's list of 2 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb10-33359.pdf
The petition was signed by Kevin Tucker, manager.
EIGEN INC: Creditors Have Until August 27 to File Proofs of Claim
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware established
August 27, 2010, at 4:00 p.m., prevailing Eastern Time, as the
deadline for any individual o entity to file proofs of claim
against Eigen, Inc.
The Court also set September 27, at 4:00 p.m., as governmental bar
date.
Proofs of claim must be filed with:
Eigen, Inc. Claims Processing Center
Reliable Copy Service, Inc.
Nemours Building
1007 Orange Street, Suite 110
Wilmington DE 19801
About Eigen
Grass Valley, California-based Eigen, Inc., a.k.a. Eigen, LLC,
develops tools for healthcare professionals. The Company filed
for Chapter 11 bankruptcy protection on March 30, 2010 (Bankr. D.
Del. Case No. 10-11061). Christopher A. Ward, Esq., at Polsinelli
Shughart PC, assists the Company in its restructuring effort. In
its petition, the Company estimated its assets and debts at
$10,000,001 to $50 million.
EMILY AUTO: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Emily Auto, Inc.
1705 Jerome Avenue
Bronx, NY 10453
Bankruptcy Case No.: 10-13967
Chapter 11 Petition Date: July 23, 2010
Court: U.S. Bankruptcy Court
Southern District of New York (Manhattan)
Judge: Shelley C. Chapman
Debtor's Counsel: Arthur Morrison, Esq.
11 Skyline Drive
Hawthorne, NY 10532
Tel: (914) 592-8282
Fax: (914) 592-3482
E-mail: akatz@xand.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Company did not file a list of creditors together with its
petition.
The petition was signed by Henry Ramos, president.
ENERGY FUTURE: KDP Says Bondholders Face Dismal Choice
------------------------------------------------------
Creditflux Ltd. said last week holders of Energy Future Holdings
Corp. bonds face a dismal choice, according to independent
research firm KDP, as a result of the borrower's latest exchange
offer.
As reported by the Troubled Company Reporter, Energy Future
Holdings said July 16 that its direct, wholly owned subsidiary,
Energy Future Intermediate Holding Company LLC, and EFIH's direct,
wholly owned subsidiary, EFIH Finance Inc., are commencing
exchange offers to exchange the outstanding 11.250%/12.000% Senior
Toggle Notes due 2017 and 10.875% Senior Notes due 2017 of EFH
Corp. for up to $2.18 billion aggregate principal amount of
10.000% Senior Secured Notes due 2020 to be issued by the Offerors
and an aggregate of $500 million in cash. The maximum aggregate
principal amount of New Senior Secured Notes issuable in the
Exchange Offers will not exceed $2.18 billion.
The offer represents 72% of par for the 11.25%/12% 2017 toggle
notes and 79 cents in the dollar for the 10.875% 2017 notes.
The purpose of the Exchange Offers is to reduce the outstanding
principal amount, reduce interest expense and extend the weighted
average maturity, of the long-term debt of EFH Corp. and its
subsidiaries.
EFH Corp. is also soliciting consents from holders of Old Notes to
certain proposed amendments to the indenture pursuant to which the
Old Notes were issued.
Institutional investors holding 52% of the aggregate principal
amount of outstanding Old Notes have agreed to participate in the
Exchange Offers and the Consent Solicitation.
Creditflux recalls this isn't the first time the Company has tried
this gambit. According to Creditflux, KDP indicated the offer is
similar to an exchange offer made last year and which was rejected
by bondholders. What is different this time is that Energy Future
Holdings says that bondholders representing 52% of the two issues
have already agreed to the swap. The company says that this is
already enough to strip the old notes of their covenants.
"Bondholders must therefore choose either to tender their bonds,
giving them a share of the new bonds, which will be secured on the
company's shares in Oncor Electric, or refuse to tender and be
left holding only the old notes," Creditflux says.
"KDP reckons that the old notes could be worth 20-30 points less
than they are today given their lack of covenant protection and
their subordination to the new debt. The research firm believes
that a more comprehensive restructuring is inevitable, given that
$27 billion of Energy Future's bonds and loans mature in 2014 and
2015," Creditflux says.
About Energy Future
Energy Future Holdings Corp. is a diversified energy holding
company with a portfolio of competitive and regulated energy
businesses in Texas. Oncor, an 80%-owned entity within the EFH
group, is the largest regulated transmission and distribution
utility in Texas. The Company delivers electricity to
roughly three million delivery points in and around Dallas-
Fort Worth.
* * *
As reported by the Troubled Company Reporter on July 21, 2010,
Moody's Investors Service downgraded the probability of default
rating for Energy Future Holdings to Ca from Caa2 and changed the
speculative grade liquidity assessment to SGL-4 from SGL-3. EFH's
corporate family rating is affirmed at Caa1 and its rating outlook
remains negative. Separately, Moody's affirmed the Baa1 senior
secured rating for Oncor Electric Delivery Company LLC and its
stable rating outlook.
The downgrade of the PDR reflects Moody's view that EFH's recent
debt exchange offer is a distressed exchange. It also reflects
Moody's belief that the exchange transaction has a high likelihood
of closing. During the exchange offer process, the Ca PDR will
prevail. Upon closing of the exchange, the PDR will be
repositioned to reflect the limited default that will have
occurred and to consider Moody's views that future restructuring
activity is likely to continue.
"Upon closing of the exchange transaction, EFH is expected to have
reduced its total consolidated debt by almost $1 billion" said Jim
Hempstead, Senior Vice President "but Moody's incorporate a view
that additional restructuring activity is likely over the near to
intermediate term horizon".
EPICEPT CORP: Amends Employment Agreement with CFO Robert Cook
--------------------------------------------------------------
EpiCept Corporation entered in to an Amended and Restated
Employment Agreement with Robert W. Cook, EpiCept's Chief
Financial Officer. The terms summarized below differ from those
in his original Employment Agreement with the company dated
October 28, 2004 and amended on December 30, 2008.
The Agreement expires on December 31, 2011; provided, however,
that the term of the Agreement shall thereafter be automatically
extended for unlimited additional one-year periods unless, at
least three months prior to the then-scheduled date of expiration,
either EpiCept or Mr. Cook gives notice that he is electing not to
so extend the term of the Agreement. Upon the occurrence of a
change in control, the term shall automatically be extended for
one additional year from the date of the change in control.
The Agreement provides for an annual base salary of $278,512,
which shall be reviewed no less frequently than annually for
increase in the discretion of the Board of Directors or its
compensation committee. Mr. Cook shall also be eligible for an
annual incentive award, with a target incentive opportunity equal
to 30% of his base salary.
Mr. Cook would be entitled to the compensation described below in
the event of termination of his employment under the Agreement:
Termination Without Cause. If Mr. Cook is terminated without
cause, he is entitled to receive payments equal to:
* a lump-sum payment equal to three quarters (0.75) times his
base salary provided, however, that in the case of a
termination resulting from the expiration of the Agreement
pursuant to a notice of non-extension from EpiCept, the
amount shall equal one half (0.5) times his base salary;
* each stock option that was granted prior to the effective
date and is outstanding as of the termination date shall
A) become fully vested as of the termination date,
B) become exercisable as of the termination date with respect
to fifty percent (50%) of any securities and other
property subject to it for which it is not then
exercisable,
C) become exercisable with respect to the remainder of any
such securities and other property ratably and monthly
over the two years immediately following the termination
date, and
D) remain exercisable, for all securities and other property
for which it is or becomes exercisable, through at least
the later of the ninetieth (90th) day following the date
upon which such stock option becomes fully exercisable and
the first anniversary of the termination date, but in no
event beyond its maximum stated term;
* each stock option that is granted on or after the effective
date and is outstanding as of the termination date shall be
fully vested and exercisable, as of the termination date, to
the extent that it is then scheduled to become vested or
exercisable within eighteen months following the termination
date, and shall remain exercisable through the first
anniversary of the termination date;
* each time-vested equity award that is outstanding as of the
termination date shall vest, and become non-forfeitable, as
of the termination date to the extent that it is then
scheduled to become vested within eighteen months following
termination date;
* each performance-vesting equity award that is outstanding as
of the termination date shall become vested, and non-
forfeitable, to the extent that the applicable performance
vesting criteria are achieved within eighteen months
following the termination date; and
* continued participation, for nine months immediately
following the termination date, in all employee welfare
benefit plans, programs and arrangements, on terms and
conditions that are no less favorable to him than those
applied immediately prior to the termination date, and with
COBRA benefits commencing thereafter; provided, however, that
in the case of a termination due to expiration of the term
pursuant to notice of non-extension from the company, the
continuation period shall be six months rather than nine
months.
Termination in Connection With a Change in Control. If Mr. Cook
is terminated within six months prior to, or within one year and a
day following, a change in control, he is entitled to:
* a lump sum payment equal to the sum of (x) his base salary
and (y) the greater of (I) his target for the year in which
the termination occurs and (II) the annual incentive award
awarded to him for the most recently completed calendar year;
* have each outstanding stock option become fully vested and
exercisable as of the termination date and remain exercisable
through the first anniversary of the termination date, but in
no event beyond its maximum stated term;
* have each other equity-based award become fully vested, and
non-forfeitable, as of the termination date; and
* continued participation, for 12 months immediately following
the termination date, in all employee welfare benefit plans,
programs and arrangements, in which he was participating
immediately prior to the Termination Date, on terms and
conditions that are no less favorable to him than those
applied immediately prior to the termination date, and with
COBRA benefits commencing thereafter.
A full-text copy of the amended and restated employment agreement
is available for free at http://ResearchArchives.com/t/s?6728
On July 21, 2010, EpiCept Corporation entered in to an Severance
Agreement with each of Stephane Allard, M.D., EpiCept's Chief
Medical Officer, and Dileep Bhagwat, Ph.D., and Bernard R.
Tyrrell, each a Senior Vice President of EpiCept. The terms of
the Severance Agreements for each of the three executives are
identical and are summarized below.
The Agreement expires on December 31, 2011; provided, however,
that the term of the Agreement shall thereafter be automatically
extended for unlimited additional one-year periods unless, at
least three months prior to the then-scheduled date of expiration,
either EpiCept or the executive gives notice that he is electing
not to so extend the term of the Agreement. Upon the occurrence
of a change in control, the term shall automatically be extended
for one additional year from the date of the change in control.
The executive would be entitled to the compensation described
below in the event of termination of his employment under the
Agreement:
On any termination of the executive's employment, he shall be
entitled to:
* base salary through the termination date;
* the balance of any annual, long-term, or other incentive award
earned in respect to any period ending on or prior to the
termination date, or payable (but not yet paid) on or prior to
the termination date;
* a lump-sum payment in respect of accrued but unused vacation
days at his base salary rate in effect as of the termination
date; provided that no payment shall be made in respect of
more than forty (40) accrued but unused vacation days;
* other or additional benefits in accordance with the terms of
the applicable plans, programs and arrangements of the
company; and
* payment, promptly when due, of all amounts due in connection
with the termination.
Termination Without Cause. If the executive is terminated without
cause, he is entitled to receive payments equal to:
* a lump-sum payment equal to three quarters (0.75) times his
base salary provided, however, that in the case of a
termination resulting from the expiration of the Agreement
pursuant to a notice of non-extension from EpiCept, the amount
shall equal one half (0.5) times his base salary;
* continued participation, for nine months immediately following
the termination date, in all employee welfare benefit plans,
programs and arrangements, on terms and conditions that are no
less favorable to him than those applied immediately prior to
the termination date, and with COBRA benefits commencing
thereafter; provided, however, that in the case of a
termination due to expiration of the term pursuant to notice
of non-extension from the company, the continuation period
shall be six months rather than nine months.
Termination in Connection With a Change in Control. If the
executive is terminated within six months prior to, or within one
year and a day following, a change in control, he is entitled to:
* a lump sum payment equal to the sum of (x) his base salary and
(y) the greater of (I) his target for the year in which the
termination occurs and (II) the annual incentive award awarded
to him for the most recently completed calendar year;
* have each outstanding stock option (including both time-
vesting and performance-vesting awards) become fully vested
and exercisable as of the termination date and remain
exercisable through the first anniversary of the termination
date, but in no event beyond its maximum stated term;
* have each other equity-based award become fully vested, and
non-forfeitable, as of the termination date; and
* continued participation, for 12 months immediately following
the termination date, in all employee welfare benefit plans,
programs and arrangements, in which he was participating
immediately prior to the Termination Date, on terms and
conditions that are no less favorable to him than those
applied immediately prior to the termination date, and with
COBRA benefits commencing thereafter.
About EpiCept
Tarrytown, N.Y.-based EpiCept Corporation is a specialty
pharmaceutical company focused on the clinical development and
commercialization of pharmaceutical products for the treatment of
cancer and pain. The Company's lead product is Ceplene(R), which
when used concomitantly with low-dose interleukin-2 is intended as
remission maintenance therapy in the treatment of acute myeloid
leukemia, or AML, for adult patients who are in their first
complete remission.
Following EpiCept's 2009 results, Deloitte & Touche LLP in
Parsippany, New Jersey, expressed substantial doubt against
Epicept's ability as a going concern. The firm noted
that the Company has recurring losses from operations and
stockholders' deficit.
FONTAINEBLEAU L.V.: Trustee Wants to Substitute as MDL Plaintiff
----------------------------------------------------------------
Soneet R. Kapila, Fontainebleau Las Vegas' Chapter 7 trustee, asks
the U.S. District Court for the Southern District of Florida that
he be substituted as plaintiff in the multidistrict litigation in
place of Fontainebleau Las Vegas LLC.
Although the Debtors' corporate existence is not affected by the
conversion of their cases to cases under Chapter 7 of the
Bankruptcy Code, the conversion does affect their entitlement to
continue to prosecute the MDL action, Harley E. Riedel, Esq., at
Stichter Riedel Blain & Prosser, P.A., in Tampa, Florida --
hriedel@srbp.com -- reminds the Court. He asserts that pursuant
to Sections 323 and 704 of the Bankruptcy Code, the Chapter 7
Trustee has become the legal representative of the bankruptcy
estates, and the Debtors have been divested of any authority to
act on behalf of the estates.
As estate representative, the Chapter 7 Trustee has the fiduciary
duty to collect valuable assets and to conserve existing assets,
Mr. Riedel contends. Hence, he points out, the Chapter 7 Trustee,
rather than the Debtors, has become the real party-in-interest and
should be substituted for the Debtors in the proceeding.
Judge Gold granted the request, and substituted Mr. Kapila as MDL
Plaintiff in place of Fontainebleau. Judge Gold directed the
Clerk of Court to modify the MDL docket accordingly.
Trustee Wants More Discovery Time
In a separate request, Mr. Kapila have sought for a brief recusal
of compliance from the second amended order resetting certain
deadlines while working out certain logistical and proprietary
issues relating to the production of documents with the help of
the parties and the assistance of the Court.
Mr. Kapila contends, among other things, that since the Debtors
are no longer functioning as going concerns, he has access to only
a handful of employees retained as independent contractors on a
part-time basis from whom to ascertain the identity and location
of documents responsive to pending request to produce and
subpoenas.
Lenders Respond to Motion for Recusal
The Term Lender Plaintiffs inform the Court that they do not
oppose the Chapter 7 Trustee's Motion for Recusal so long as any
extension will not require or result in the extension of any other
deadlines set by the Court in MDL Order No. 16, which is a second
amended order resetting certain pretrial Deadlines, referring
discovery motions, directing parties to mediation and establishing
pretrial dates and procedures.
The Term Lender Plaintiffs say that they understand that Mr.
Kapila intends to file a motion that will detail the issues that
have caused him to file the Motion for Recusal and will propose a
plan for resolving those issues expeditiously. They add that they
will comment on that motion when it is filed.
The Revolving Lender Defendants, however, object to the Motion for
Recusal arguing that the request was filed late in the evening on
the Court-ordered due date for document production, after tens of
thousands of documents had already been produced by the
Defendants.
The Revolving Lender Defendants are Barclays Bank PLC, Deutsche
Bank Trust Company Americas, JPMorgan Chase Bank, N.A., The Royal
Bank of Scotland plc, Sumitomo Mitsui Banking Corporation, Bank of
Scotland plc, HSH Nordbank AG, and MB Financial Bank, N.A.
Representing the Revolving Lender Defendants, John B. Hutton,
Esq., at Greenberg Traurig, P.A., in Miami, Florida, contends that
the request asks the Court to excuse Plaintiff Fontainebleau Las
Vegas LLC from complying with the Court's Scheduling Order and to
extend for an unspecified period of time the Plaintiff's time in
which to produce documents. He points out that the Court has
already admonished Fontainebleau that the appointment of a Chapter
7 Trustee would not relieve it of its obligation to obey Court
orders or provide discovery.
"Nonetheless, Fontainebleau once again raises the previously-
rejected contention that it is entitled to special treatment
because it is in liquidation and under the control of a Trustee,"
Mr. Hutton tells the Court. He alleges that the Motion does not
merely ask for additional time to complete the production of
documents, to which the Defendants would have gladly agreed.
In addition to refusing to produce a single document by the Court-
ordered deadline, Fontainebleau states that it does not intend to
search for, review and produce documents in the format requested
by the Revolving Lender Defendants because "conventional
compliance" with their discovery requests would be too expensive,
Mr. Hutton argues. He points out that Fontainebleau filed this
action and, if it plans to prosecute it, it should abide by the
Court's orders and fully participate in the discovery process,
including conducting the same searches for and review of
responsive documents that the Defendants have had to undertake,
and produce all responsive documents without further delay.
Court Grants Motion for Recusal in Part
Per agreement of the parties, Judge Gold granted the Motion for
Recusal in part for the reasons stated in record.
Judge Gold directed that no later than August 20, 2010, the
Chapter 7 Trustee must file a notice with the Court stating
whether it intends on prosecuting Case No.: 09-CV-21879-ASG,
Fontainebleau Las Vegas LLC vs. Bank of America, N.A., et al. and
whether it has been able to settle the Case
If the Trustee intends on proceeding with the Case, Judge Gold
directed the Trustee to file a Discovery Status Report with the
Court setting forth a good faith proposal that will allow the
Trustee to comply with outstanding document production requests in
accordance with applicable law by September 17, 2010.
"The Trustee is expressly admonished that it MAY NOT propose a
'document dump' strategy," Judge Gold said.
A telephonic status conference is set for August 31, 2010.
Parties Seek Protective Order
Parties to the multidistrict litigation filed with the Court a
confidentiality stipulation and protective order to govern
discovery and the use of discoverable materials or information in
the MDL cases and in any other related proceeding.
The MDL Parties assert that they desire to be protected against
potential disadvantage, financial loss, hardship and substantial
prejudice that may result from the unauthorized or inappropriate
disclosure of their confidential proprietary documents or other
information or materials.
The key terms of the Protective Order are:
-- Any party or non-party to the MDL Actions disclosing or
producing documents and information in connection with the
MDL proceedings may designate any covered material as
"Confidential" under the terms of the Protective Order;
-- Any Disclosing Party may designate any covered material as
"Highly Confidential" under the terms of the Protective
Order if that party believes the material consists of
highly sensitive information;
-- Nothing in the Protective Order precludes any party from
challenging a designation of covered material as
Confidential or Highly Confidential; and
-- To the extent non-parties are authorized by the Court or by
consent of all parties to attend a deposition or
participate in discovery that may involve Confidential or
Highly Confidential information, that non-party must sign a
"Confidentiality Undertaking," agreeing in writing to be
bound by the terms and conditions of the Protective Order.
Judge Gold signed the Protective Order.
Fontainebleau Seeks to Quash May 4 Subpoenas
Fontainebleau Resorts LLC, Fontainebleau Resorts Holdings LLC and
Fontainebleau Resorts Properties I LLC ask the Court to quash the
subpoenas dated May 4, 2010, served by Defendants JP Morgan Chase
Bank, N.A., Barclays Bank PLC, Deutsche Bank Trust Company
Americas and The Royal Bank of Scotland PLC.
Sarah J. Springer, Esq., at Waldman Trigoboff Hildebrandt Marx &
Calnan, P.A., in Weston, Florida, contends that the May 4
Subpoenas are extremely broad subpoenas that generally seek the
production of a variety of documents relating to the Fontainebleau
project in Las Vegas.
Responding to the May 4 Subpoenas would also cause an undue burden
on Fontainebleau because of the recent conversion of the
bankruptcy cases, Ms. Springer avers. She explains that the
Chapter 7 Trustee has recently taken possession of the computer
servers, which are owned by Fontainebleau Resorts LLC, but which
contain documents belonging to various Fontainebleau and Turnberry
Construction entities, including the Debtors.
In addition to the overbreadth of the documents requested and the
production problems raised by the recent conversion of the cases,
Ms. Springer argues that the May 4 Subpoenas are also
objectionable in that the Defendants ask Fontainebleau to produce
the documents for inspection and copying at the offices of Simpson
Thacher & Bartlett LLP in New York. She reminds the Court that
the Fontainebleau entities are based in South Florida.
Judge Gold referred the Motion to Quash to United States
Magistrate Judge Ted E. Bandstra.
Pacific and Century Want Info on Bonds
Pacific Coast Steel and Century Steel, Inc., ask the Court to
compel all parties to disclose any and all information concerning
any payment, performance or other bonds related to any part of the
Fontainebleau Las Vegas project.
The Claimants are mechanic's lien claimants and two of the
Defendants in the adversary proceeding. They have filed proofs of
claim for a total amount of approximately $10,000,000.
Throughout the bankruptcy cases, the Claimants have repeatedly
inquired as to the existence of any bonds, and have specifically
requested that counsel for Wilmington share information concerning
the bonds, Jeffrey W. Spear, Esq., at Duane Morris LLP, in
Pittsburgh, Pennsylvania -- jwspear@duanemorris.com -- tells the
Court. He says that to date, and although the counsel has
acknowledged that bonds do exist, neither copies of the bonds, nor
information concerning those bonds, have been forthcoming.
Mr. Spear contends that the Claimants are entitled to know whether
bonds exist, and whether any of those bonds may provide a source
of recovery for them. He avers that especially in light of the
facts and circumstances in the case, the parties should be more
than willing to provide the information to the Claimants and to
all interested parties.
The Court has gone to great lengths to ensure that lien claimants
do not have to spend large amounts of money in the case pending a
determination of the subrogation and subordination issues in the
case, Mr. Spear notes. Consistent with this approach, he insists
that the Court should compel the parties to disclose information
concerning bonds without the need for formal discovery. He also
points out that time is of the essence in light of possible
limitations for making claims under any bonds.
Accordingly, the Claimants ask the Court to require all parties to
produce (i) copies of all bonds in their possession issued in
connection with the Fontainebleau project, and (ii) all other
documents, which reflect information regarding the bonds,
including claims made, claims denied, claims paid, expiration
dates or renewed claims.
Joint Motion to Add Plaintiffs
MDL Plaintiffs and Defendants jointly ask the Court to add as
plaintiffs to the action Sola Ltd, Solus Core Opportunities Master
Fund Ltd and Caspian Solitude Master Fund, L.P.
The New Plaintiffs wish to join in the claims asserted by the
Plaintiffs in their Second Amended Complaint filed on January 15,
2010. The Defendants, while not conceding or admitting in any way
that the New Plaintiffs' or any of the other Plaintiffs' claims
are meritorious, nonetheless agree to the addition of the New
Plaintiffs to the action pursuant to these terms:
-- the New Plaintiffs will be added to the action without the
need of filing a separate complaint;
-- they will be bound by all existing case deadlines and the
MDL Order No. 18 granting in part and denying in part
motions to dismiss; and
-- they will file corporate disclosure statements pursuant to
Rule 7.1 of the Federal Rules of Civil Procedure, initial
disclosures pursuant to Rule 26(a)(1) of the Federal Rules
of Civil Procedure, and written responses to all
outstanding discovery requests.
Judge Gold granted the request.
Motions to Extend Pretrial Deadlines
In two separate requests, these parties jointly ask the Court to
extend certain pretrial deadlines:
(a) Plaintiff Fontainebleau Las Vegas LLC and Defendants Bank
of America, N.A., and Merrill Lynch Capital Corporation;
and
(b) Plaintiffs in ACP Master, Ltd., et al. v. BANA, et al.,
and Avenue CLO Fund, Ltd. et al v. BANA, et al., and
Defendants BANA and Merrill Lynch.
The parties inform the Court that they have reached an agreement
on search terms and custodians for their responses to the initial
requests for document production. However, the parties were
unable to finish production of documents on July 12, 2010.
Hence, the parties ask the Court to extend to August 16, 2010,
their time to complete document production.
Judge Gold granted both requests.
* * *
The United States Magistrate Judge Ted E. Bandstra granted
Fontainebleau Resorts LLC's motion for extension of time to serve
its response to the Term Lenders' April 22, 2010 document request.
Accordingly, Fontainebleau may file the response on or before
July 29, 2010.
About Fontainebleau Las Vegas
Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.
Fontainebleau Las Vegas Holdings, LLC and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481). Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort. The Debtors' claims agent is Kurtzman
Carson Consulting LLC. Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors. Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.
In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of approximately
$150 million. The bankruptcy case was subsequently converted to
Chpater 7.
Soneet R. Kapila has been named the trustee for the Chapter 7 case
of Fontainebleau Las Vegas.
Bankruptcy Creditors' Service, Inc., publishes Fontainebleau
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Fontainebleau Las Vegas Holdings, LLC, and its debtor-
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
FREDERICK BERG: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Frederick D. Berg filed for bankruptcy under Chapter 11, listing
assets of more than $10 million, and liabilities of between
$1 million and $10 million. The filing came after lawyers for one
group of investors, armed with a court order and accompanied by
sheriff's deputies, began seizing personal possessions at Berg's
Mercer Island home and downtown Seattle condo, according to The
Seattle Times.
The report relates Mr. Berg is facing a suit for alleged failure
to pay interest payments to Meridian Group fund investors from
whom Mr. Berg raised at least $145 million. Investors made an
involuntary Chapter 11 filing against four of the fund on July 8,
2010.
Frederick D. Berg owns Meridian Group that manages mortgage funds.
FRONTERA RESOURCES: Extends Exchange Offer for Convertible Debt
---------------------------------------------------------------
Frontera Resources Corporation said the expiration date for the
exchange offer for its outstanding 2012 and 2013 Notes, and its
concurrent offer to exchange its outstanding placement warrants
for new warrants, has been extended to 5:00 p.m., Houston time
(11.00 p.m., UK time), on August 18, 2010.
The Exchange Offer was first announced in April.
As of 5:00 p.m., Houston time, on July 21, 2010, the Company had
received tenders of US$4,082,084.55 principal amount of 2012 Notes
and US$593,980.74 tenders of 2013 Notes, as well as 6,824,234
Placement Warrants.
Pursuant to the Exchange Offer, Frontera is offering to purchase
any or all of its existing 10% convertible notes due in May 2012
and its existing 10% convertible notes due in July 2013, in
consideration for, at the option of each tendering holder, either:
-- 4,336.33 shares of common stock, of par value US$.00004
each, in the Company for each US$1,000 principal amount of
Old Notes tendered for exchange (equivalent to a
conversion price of GBP0.15 per Common Stock); or
-- US$1,000 principal amount of new 10% convertible notes due
in 2015 for each US$1,000 principal amount of Old Notes
tendered; or
-- a combination of the Stock Payment and the New Notes
Payment.
As of July 28, 2010, the Company's shares traded in the OTCQX
Market for US$0.06 a share.
There is currently outstanding an aggregate principal amount of
US$106,737,289 of Old Notes as of March 31, 2010:
-- US$78,818,314 of the 2012 Notes, convertible into Common
Stock at the rate of 598.80 shares (equivalent to a
conversion price of US$1.67 per share) for each US$1,000
in principal amount; and
-- US$27,918,975 of the 2013 Notes, convertible into Common
Stock at the rate of 584.80 shares (equivalent to a
conversion price of US$1.71 per share) for each US$1,000
in principal amount.
The terms of the New Notes will be substantially similar to the
terms of the Old Notes, except that:
-- the New Notes will be senior to the Old Notes;
-- the New Notes will have a maturity date of June 30, 2015;
and
-- the New Notes will be convertible into Common Stock at the
rate of 833.33 shares (equivalent to a conversion price of
US$1.20 per share) for each US$1,000 in principal amount.
Payment of the Stock Payment is conditional upon holders of 70% of
the aggregate principal amount of the Old Notes electing to
receive the Stock Payment. If the holders of less than 70% of the
aggregate principal amount of the Old Notes elect to receive the
Stock Payment, then such holders who have elected to receive the
Stock Payment will instead receive the New Notes Payment.
Although issuance of the New Notes Payment in lieu of the Stock
Payment will not reduce the quantum of Frontera's indebtedness, it
will extend the repayment terms in comparison to the Old Notes,
which the Company believes will provide an increased level of
flexibility in respect of the future management of its debt
position.
Holders of Old Notes that tender any notes in the Exchange Offer
will also receive accrued and unpaid interest for such notes from
the last interest payment date to, but not including, the
settlement date of the Exchange Offer, in the same form as their
election in the Exchange Offer.
Holders of Old Notes that tender less than all of their notes must
do so in denominations of US$1,000. Holders of Old Notes that
tender notes for the Stock Payment will receive shares of Common
Stock at the exchange rate rounded up to the nearest whole share
for that portion of their tendered notes having a denomination
less than US1,000.
In conjunction with the Exchange Offer, the Company is also
soliciting consents from:
-- the Company's stockholders to amend the Company's
certificate of incorporation to increase its authorized
Common Stock to 800 million shares; and
-- the holders of the Old Notes to amend certain terms of the
note purchase agreements governing the Old Notes to allow
the Exchange Offer and to remove most of the restrictive
covenants.
The Exchange Offer is conditional upon the satisfactory resolution
of the consents.
The Company said the purpose of the Exchange Offer is to increase
its operating and financial flexibility by reducing outstanding
debt and the related interest expense and/or to extend the
maturity of the Company's long-term debt.
About Frontera Resources
Frontera Resources Corporation (London Stock Exchange, AIM Market:
FRR; OTCQX Market, U.S.A.: FRTE) is a Houston, Texas-based
international oil and gas company that was founded in 1996. The
company was organized to pursue international exploration and
production opportunities in emerging markets. Frontera's core
operations are in the country of Georgia.
GARY BURIVAL: 8th Circuit Rules Stub Rent Is Admin. Expense
-----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the 8th U.S. Circuit
Court of Appeals in St. Louis recently ruled that stub rent must
be paid in full as an expense of a Chapter 11 case. The issue
arises when a company files for Chapter 11 reorganization before
rent comes due and the rent covers periods after bankruptcy. In
Burival v. Creditor Committee (In re Burival), 08-6026, The
Bankruptcy Appellate Panel had reversed the bankruptcy judge and
ruled that the entire rent was due. The bankruptcy judge had pro-
rated the rent to cover the period after bankruptcy. The circuit
court upheld the appellate panel on July 23.
The issue, according to Mr. Rochelle, has divided lower courts.
Some courts had ruled that the rent was partially or wholly a pre-
bankruptcy unsecured claim because the rent came due before
bankruptcy.
Gary M. Burival and Joyce Burival aka B&B Farms or Burival Farms
and its affiliate Richard Burival & Phillip Burival filed for
chapter 11 bankruptcy on Nov. 29, 2007 (Bankr. D. Neb. Case No.
07-42271 and 07-42273). William L. Needler, Esq. at William L.
Needler and Associates Ltd. representED the Debtors in their
restructuring effort. The Debtors' schedules showed total assets
of $13,411,186 and total liabilities of $12,570,797.
GENERAL GROWTH: Appoints Stephen Douglas as Executive VP and CFO
----------------------------------------------------------------
BankruptcyData.com reports that General Growth Properties has
appointed Steven J. Douglas as executive vice president and chief
financial officer/director of accounting and finance, effective
immediately.
Mr. Douglas, who served most recently as president of Brookfield
Properties Corporation, succeeds Ed Hoyt, who has been GGP's
interim chief financial officer since 2008. Mr. Hoyt will
continue to serve as senior vice president, chief accounting
officer for GGP.
"We are extremely pleased to welcome Steve to our management team.
His financial expertise and industry experience make him well
qualified to lead GGP's finance operations as we enter a new stage
in the company's history. We are nearing completion of our
restructuring and emergence process and adding Steve to our team
further enhances our position for long-term success," Adam Metz,
chief executive officer of GGP, said.
About General Growth
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 CAPACITY GROUP: Case Summary & Creditors List
----------------------------------------------------
Debtor: Global Capacity Group, Inc.
200 S. Wacker Drive, Suite 1650
Chicago, IL 60606
Bankruptcy Case No.: 10-12303
Chapter 11 Petition Date: July 23, 2010
Court: U.S. Bankruptcy Court
District of Delaware (Delaware)
Judge: Peter J. Walsh
Debtor's Counsel: Francis A. Monaco, Jr., Esq.
Womble Carlyle Sandridge & Rice
222 Delaware Avenue, Suite 1501
Wilmington, DE 19801
Tel: (302) 252-4340
Fax: (302) 661-7730
E-mail: fmonaco@wcsr.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
The petition was signed by George A. King, president.
Debtor-affiliates filing separate Chapter 11 petition:
Entity Case No. Petition Date
------ -------- -------------
20/20 Technologies, Inc. 10-_____ 7/23/10
2020 Technologies I, LLC 10-_____ 7/23/10
Capital Growth Acquisition, Inc. 10-_____ 7/23/10
Capital Growth Systems, Inc. 10-_____ 7/23/10
Centrepath, Inc. 10-_____ 7/23/10
FNS 2007, Inc 10-_____ 7/23/10
fka Frontrunner Network Systems
Global Capacity Direct, LLC 10-_____ 7/23/10
fka Vanco Direct USA, LLC
Global Capacity Holdco, LLC 10-12302 7/23/10
Assets: $0 to $50,000
Debts: $0 to $50,000
NexVu Technologies, LLC 10-12302 7/23/10
Debtors' Consolidated List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
AT&T -- $3,983,605
P.O. Box 830022
Baltimore, MD 21283-0022
Verizon Business (MCI Worldcom) -- $2,036,680
P.O. Box 93825
Chicago, IL 60673-3825
Qwest-Circuits -- $765,394
P.O. Box 856184
Louisville, KY 40285-6184
Shefsky & Froelich -- $746,619
111 East Wacker Drive, Suite 2800
Chicago, IL 60601
Vanco US -- $690,066
200 S Wacker Drive, Suite 1600
Chicago, IL 60606
Universal Service Admin Company -- $459,684
1259 Payspehere Circle
Chicago, IL 60674-1259
Southern Calif. Edison Co. -- $411,216
4900 Rivergrade Road, Building #2B-1
Irwindale, CA 91706
BCE Nexxia Corp -- $339,741
P.O. Box 46220 Station A
Toronto, ONT, Canada M5W4K9
Aequitas Capital Management -- $266,274
5300 Meadows Road, Suite 400
Lake Oswego, OR 97035
Level 3 Communications -- $250,371
555 17th Street, Suite 600 Dept 182
Denver, CO 80291-0182
XO Communications (GEN) -- $181,622
Oracle USA, Inc. -- $159,983
Ashton Partners -- $141,881
Hutchinson Global Communications -- $140,783
Hudson Global Resources -- $127,791
Global Crossing Bandwidth -- $124,709
Via West -- $110,710
NYSEG utilities $97,793
Cogent Communications Inc. -- $92,252
Navega -- $78,800
GLOBAL CROSSING: Posts $48 Million Net Loss for June 30 Quarter
---------------------------------------------------------------
Global Crossing reported its unaudited second quarter 2010
results. The company said it will discuss its consolidated
financial and operational results for the second quarter 2010 on a
conference call.
"Market trends continue to reflect increasing demand for converged
communications and applications to enable productivity gains and
competitive advantage in the global marketplace," said John
Legere, chief executive officer of Global Crossing. "Our record
order intake, together with second-quarter gains in financial
performance, demonstrate significant progress toward the
achievement of our annual guidance."
Second Quarter Results
Global Crossing's consolidated revenue was $630 million in the
second quarter of 2010, a decrease of 3 percent sequentially and
essentially flat year over year. Compared with both prior
periods, wholesale voice revenue declined $20 million due to
pricing actions taken to improve margin performance. In addition,
the sequential decrease included a $9 million unfavorable foreign
exchange impact and the year-over-year decrease included a
$7 million favorable foreign exchange impact. In constant
currency terms, consolidated revenue decreased 1 percent
sequentially and 2 percent year over year.
The company's "invest and grow" services generated revenue of
$555 million in the second quarter, flat on a sequential basis and
an increase of 3 percent year over year, including substantially
all of the foreign exchange impacts referenced above. In constant
currency terms, "invest and grow" revenue increased 2 percent both
sequentially and year over year.
On a segment basis, Rest of World (ROW), GC Impsat and GCUK
generated "invest and grow" revenue of $314 million, $134 million,
and $113 million, respectively. In constant currency terms, ROW
increased 1 percent sequentially and 2 percent year over year, GC
Impsat increased 4 percent both sequentially and year over year,
and GCUK increased 1 percent both sequentially and year over year.
The company's wholesale voice business generated revenue of $74
million in the second quarter, a 21 percent decrease sequentially
and year over year. The revenue decline reflects the
aforementioned pricing actions undertaken to optimize margin
performance in this non-strategic portion of the company's revenue
base.
Global Crossing reported gross margin for the second quarter of
$199 million, compared with $193 million in the first quarter of
2010 and $201 million in the second quarter of 2009. Foreign
currency unfavorably impacted gross margin by $2 million
sequentially and favorably impacted gross margin by $3 million
year over year. Excluding foreign exchange impacts, the
sequential improvement in gross margin was driven by an increase
in "invest and grow" revenue, lower cost of access and a reduction
in accrued incentive compensation, partially offset by net
benefits in the previous quarter, primarily from property tax and
insurance recoveries. Excluding foreign exchange impacts, the
year-over-year decrease was primarily due to the favorable margin
impact of an $8 million customer contract buyout in the year-ago
period.
SG&A expenses were $106 million in the second quarter of 2010,
compared with $116 million in the first quarter of 2010 and
$108 million in the second quarter of 2009. Foreign currency
favorably impacted SG&A by $1 million sequentially and unfavorably
impacted SG&A by $1 million year over year. Excluding foreign
exchange impacts, the sequential decrease was principally due to
lower sales commissions and accrued incentive compensation, as
well as a decrease in bad debt expense. Excluding foreign
exchange impacts, the year-over-year decrease was principally due
to lower professional fees and a decrease in bad debt expense,
partially offset by higher accrued incentive compensation.
Global Crossing reported $93 million of OIBDA in the second
quarter, compared with $77 million in the first quarter of
2010 and $93 million in the second quarter of 2009. On a
segment basis, ROW, GC Impsat and GCUK contributed $32 million,
$41 million and $20 million, respectively.
Global Crossing's consolidated net loss applicable to common
shareholders was $48 million for the second quarter of 2010. On a
sequential basis, net loss decreased $72 million, principally due
to a decrease in unfavorable foreign exchange impacts and an
increase in OIBDA. On a year-over-year basis, net loss increased
$74 million, principally due to unfavorable foreign exchange
impacts and, to a lesser degree, an increase in interest expense.
Cash and Liquidity
As of June 30, 2010, Global Crossing had $328 million of
unrestricted cash, compared with $359 million at March 31, 2010
and $268 million at June 30, 2009. Including $15 million of
restricted cash, Global Crossing had total cash of $343 million at
June 30, 2010.
The company's balance sheet for June 30, 2010, showed $2.2 billion
in total assets and $2.7 billion in total liabilities, for a
$487.0 million total stockholders' deficit.
Cash from operating activities for the second quarter was
$36 million. Global Crossing received $23 million in proceeds
from the sale of IRUs and prepaid services in the second quarter.
Uses of cash for the quarter included $63 million for capital
expenditures and principal payments on capital leases.
The company reported Free Cash Flow of negative $13 million in the
quarter, compared with negative $72 million in the prior quarter
and negative $10 million in the year-ago period. The sequential
improvement was primarily driven by improved working capital
performance, higher OIBDA and lower cash interest payments, partly
offset by the payment of 2009 annual incentive compensation in the
quarter.
A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6731
About Global Crossing
Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC)
is a global IP and Ethernet solutions provider with the world's
first integrated global IP-based network. The company offers a
full range of data, voice and collaboration services with an
industry leading customer experience and delivers service to
approximately 40% of the Fortune 500, as well as to 700 carriers,
mobile operators and ISPs. It delivers converged IP services to
more than 700 cities in more than 70 countries around the world.
The Company's balance sheet showed $2.3 billion in total assets
and $2.7 million in total liabilities, for a $400 million
stockholders' deficit as of March 31, 2010. At December 31, 2009,
the Company had US$360 million in stockholders' deficit.
* * *
As reported by the Troubled Company Reporter on March 31, 2010,
Standard & Poor's Ratings Services raised all its ratings on
Global Crossing, including the corporate credit rating to 'B' from
'B-'. The outlook is stable.
GRABANSKI GRAIN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Grabanski Grain LLC
P.O. Box 148
Grafton, ND 58237
Bankruptcy Case No.: 10-30924
Chapter 11 Petition Date: July 23, 2010
Court: U.S. Bankruptcy Court
District of North Dakota (Fargo)
Judge: William A. Hill
Debtor's Counsel: DeWayne Johnston, Esq.
Johnston Law Office
219 S. 4th Street
Grand Forks, ND 58201
Tel: (701) 775-0082
Fax: (701) 775-2230
E-mail: dewayne@wedefendyou.net
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A copy of the Company's list of 20 largest unsecured
creditors filed together with the petition is available
for free at http://bankrupt.com/misc/ndb10-30924.pdf
The petition was signed by Thomas M. Grabanski, member.
Debtor-affiliates filing separate Chapter 11 petition:
Entity Case No. Petition Date
------ -------- -------------
Thomas M. Grabanski and Mari K. Grabanski 10-30902 07/22/10
GREAT ATLANTIC: S&P Downgrades Ratings to 'CCC' on Weak Liquidity
-----------------------------------------------------------------
S&P downgrades ratings on Great Atlantic & Pacific Tea Co. to
'CCC' on weak liquidity.
Operating performance at U.S. food retailer A&P was weaker than
expected in the first quarter.
S&P expects weak trends to continue and the company to be
significantly cash flow negative.
S&P is lowering its corporate credit rating on the company to
'CCC' from 'CCC+'.
The negative outlook reflects S&P's projection that the company
may be illiquid at some point in the near term as a result of weak
performance and its considerable near-term maturities.
GREEKTOWN HOLDINGS: Manulife et al Have Stake in Reorg. Entity
--------------------------------------------------------------
In two Schedule 13G filings with the Securities and Exchange
Commission dated July 12, 2010, Manulife Financial Corporation;
MFC Global Investment Management (US) LLC; John Hancock High
Yield; and John Hancock Strategic Income Fund jointly disclosed
that their ownership of shares of common stock and preferred
stock of Greektown Superholdings, Inc.
The Reporting Entities are among the hedge funds and mutual funds
that have invested in the newly reorganized Greektown Casino.
Greektown Casino, upon emerging from bankruptcy, is jointly owned
by a public company, Greektown Superholdings, and its private
counterpart, Greektown NewCo Sub Inc.
The Reporting Entities specifically reported that:
1. Manulife Financial does not own any shares in Greektown
Superholdings, except through its wholly owned subsidiary,
MFC Global. Through its parent-subsidiary relationship to
MFC Global, Manulife Financial may be deemed to have
beneficial ownership of MFC Global's shares.
2. MFC Global beneficially owns 42,224 shares of Greektown
Superholdings Series A-1 common stock, of which JH High
Yield directly owns 18,487 shares.
Of the 140,000 shares of Series A-1 Common Stock
outstanding as of June 30, 2010, MFC Global's shares
constitutes 30.16% and JH High Yield Fund's shares
constitutes 13.21%.
3. MFC Global beneficially owns 761,346 shares of Greektown
Superholdings Series A-1 Convertible Preferred Stock, which
represents 47.41% of the 1,463,535 shares of Preferred
Stock outstanding as of June 30, 2010.
4. Of the shares of Preferred Stock beneficially owned by MFC
Global:
-- John Hancock Funds II directly owns 154,240 shares,
which represent 10.54% of the total shares of
Superholdings Preferred Stock outstanding as of June 30,
2010;
-- John Hancock High Yield directly owns 300,282 shares,
which represents 18.70% of the total shares of
Superholdings Preferred Stock outstanding as of June 30,
2010;
-- John Hancock Strategic directly owns 164,947 shares,
which represents 11.27% of the total shares of
Superholdings Preferred Stock outstanding as of June 30,
2010.
MFC Global has sole voting and dispositive power over the
John Hancock shares.
About Greektown Casino
Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operate world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.
The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104). Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts. Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel. The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent. Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.
The Joint Plan of Reorganization for Greektown Holdings LLC and
five of its debtor affiliates proposed by certain noteholder
entities, the Official Committee of Unsecured Creditors of the
Debtors, and Deutsche Bank Trust Company Americas, as indenture
trustee, has been declared effective on June 30, 2010. Greektown
Casino Hotel clinched its way to the June 30 finish line when it
obtained a unanimous approval from the Michigan Gaming Control
Board on June 28, 2010, of the transfer of the Company's ownership
from the Sault Ste. Marie Tribe of Chippewa Indian to new
investors.
Bankruptcy Creditors' Service, Inc., publishes Greektown Casino
Bankruptcy News. The newsletter tracks the Chapter 11
proceedings undertaken by Greektown Casino and its various
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
GREEKTOWN HOLDINGS: Proposes to Pay Workers' Obligations
--------------------------------------------------------
Newly reorganized Greektown Casino LLC seeks permission from the
Bankruptcy Court to pay all workers' compensation obligations
that arose before the occurrence of the June 30, 2010 Effective
Date of the Chapter 11 Plan of Reorganization submitted by the
Noteholder Plan Proponents for the Debtors.
The obligations include prepetition obligations required by
certain agreements with the Michigan Department of Energy, Labor
& Economic Growth, Workers' Compensation Agency.
The Bankruptcy Court previously granted the Debtors authority to
pay pre-Effective Date Workers' Compensation Claims so that they
can continue maintaining their status as self-insured employers
under the Michigan Workers' Disability Compensation Act of 1969.
Allan S. Brilliant, Esq., at Dechert LLP, in New York, notes that
while the Debtors paid certain of their prepetition obligations
to workers before the Plan Effective Date, they still have
outstanding amounts totaling less than $300,000.
Prior to the occurrence of the Effective Date, the Debtors and
certain of the Noteholder Plan Proponents discussed with the
Michigan Compensation Agency the possibility of Reorganized
Greektown continuing the Debtors' self-insured status on and
after the Effective Date. The Compensation Agency agreed to
allow continuation of the self-insured status on the condition
that Reorganized Greektown pays all workers' compensation
obligations, regardless of whether they were incurred before or
subsequent to the Petition Date.
The Debtors and the Noteholder Plan Proponents also explored the
possibility of obtaining third-party workers' compensation
insurance for Reorganized Casino in lieu of continuing with self-
insured status. However, after reviewing quotes for third-party
policies, the Debtors determined that Reorganized Greektown would
save approximately $200,000 per year by remaining self-insured,
according to Mr. Brilliant.
In addition, if Reorganized Greektown elected to cease its self-
insured status under the WDCA and thus not assume liability for
the Obligations, the Michigan Compensation Agency would most
likely never again grant Reorganized Greektown self-insured
status, Mr. Brilliant points out.
About Greektown Casino
Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operate world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.
The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104). Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts. Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel. The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent. Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.
The Joint Plan of Reorganization for Greektown Holdings LLC and
five of its debtor affiliates proposed by certain noteholder
entities, the Official Committee of Unsecured Creditors of the
Debtors, and Deutsche Bank Trust Company Americas, as indenture
trustee, has been declared effective on June 30, 2010. Greektown
Casino Hotel clinched its way to the June 30 finish line when it
obtained a unanimous approval from the Michigan Gaming Control
Board on June 28, 2010, of the transfer of the Company's ownership
from the Sault Ste. Marie Tribe of Chippewa Indian to new
investors.
Bankruptcy Creditors' Service, Inc., publishes Greektown Casino
Bankruptcy News. The newsletter tracks the Chapter 11
proceedings undertaken by Greektown Casino and its various
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
GREEKTOWN HOLDINGS: Solus Has Stake in Reorganized Entity
---------------------------------------------------------
In a Form 13G filed with the Securities and Exchange Commission
dated July 12, 2010, Solus Alternative Asset Management LP, as
investment manager to certain investment funds and accounts;
Solus GP LLC; and Christopher Pucillo reported beneficial
ownership of 291,000 shares of Greektown Superholdings, Inc.
Series A-1 Convertible Preferred Stock.
The A1 Shares represent 19.9% of the total shares outstanding for
the Greektown Superholdings A-1 Class.
In a separate Form 13G filing also dated July 12, the Solus
Parties disclosed that they also own 227,236 shares of Greektown
Superholdings Series A-2 Convertible Preferred Stock as the
investment manager to certain investment funds and accounts.
The A-2 Shares represent 65.1% of the total shares outstanding
for the Greektown Superholdings A-2 Class.
Solus Alternative also submitted a Form 3 Initial Statement of
Beneficial Ownership of Securities on July 12 with the SEC,
disclosing its ownership of the Series A-1 Stocks, Series A-2
Stocks and 186,657 shares of A-2 Warrants.
Solus Alternative serves as the investment manager to certain
investment funds and accounts, including Solus Core Opportunities
Master Fund Ltd and Sola Ltd., which are the direct holders of
the Series Preferred Stocks.
Solus Alternative is among the hedge funds and mutual funds who
invested in the newly reorganized Greektown Casino.
Solus GP serves as the general partner to Solus Alternative.
Mr. Pucillo serves as the managing member to the Solus GP.
About Greektown Casino
Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operate world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.
The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104). Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts. Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel. The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent. Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.
The Joint Plan of Reorganization for Greektown Holdings LLC and
five of its debtor affiliates proposed by certain noteholder
entities, the Official Committee of Unsecured Creditors of the
Debtors, and Deutsche Bank Trust Company Americas, as indenture
trustee, has been declared effective on June 30, 2010. Greektown
Casino Hotel clinched its way to the June 30 finish line when it
obtained a unanimous approval from the Michigan Gaming Control
Board on June 28, 2010, of the transfer of the Company's ownership
from the Sault Ste. Marie Tribe of Chippewa Indian to new
investors.
Bankruptcy Creditors' Service, Inc., publishes Greektown Casino
Bankruptcy News. The newsletter tracks the Chapter 11
proceedings undertaken by Greektown Casino and its various
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
GREEKTOWN HOLDINGS: Superholdings Executives File Form 3s
---------------------------------------------------------
The initial members of the Board of Directors of Greektown
Superholdings, Inc., filed Form 3s with the U.S. Securities and
Exchange Commission to disclose their initial beneficial
ownership of the Company's securities.
The Board members and their designations are:
Name Position
---- --------
Clifford J. Vallier President, CFO and Treasurer
George R. Boyer III Director
John Ivan Bitove Director
Yvette Landau Director
About Greektown Casino
Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operate world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.
The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104). Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts. Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel. The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent. Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.
The Joint Plan of Reorganization for Greektown Holdings LLC and
five of its debtor affiliates proposed by certain noteholder
entities, the Official Committee of Unsecured Creditors of the
Debtors, and Deutsche Bank Trust Company Americas, as indenture
trustee, has been declared effective on June 30, 2010. Greektown
Casino Hotel clinched its way to the June 30 finish line when it
obtained a unanimous approval from the Michigan Gaming Control
Board on June 28, 2010, of the transfer of the Company's ownership
from the Sault Ste. Marie Tribe of Chippewa Indian to new
investors.
Bankruptcy Creditors' Service, Inc., publishes Greektown Casino
Bankruptcy News. The newsletter tracks the Chapter 11
proceedings undertaken by Greektown Casino and its various
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
GRETCHEN MANLEY: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Gretchen M. Manley
aka Gretchen Malmberg
3409 NE Beakey St.
Portland, OR 97212
Bankruptcy Case No.: 10-37088
Chapter 11 Petition Date: July 26, 2010
Court: United States Bankruptcy Court
District of Oregon
Judge: Randall L. Dunn
Debtor's Counsel: Ted A. Troutman, Esq.
16100 NW Cornell Rd #200
Beaverton, OR 97006
Tel: (503) 292-6788
E-mail: tedtroutman@gmail.com
Scheduled Assets: $1,305,809
Scheduled Debts: $1,316,962
A list of the Debtor's 10 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/orb10-37088.pdf
The petition was signed by the Debtor.
HEARTHSTONE RANCH: Chapter 11 Reorganization Case Dismissed
-----------------------------------------------------------
The Hon. Ronald H. Sargis of the U.S. Bankruptcy Court for the
Eastern District of California dismissed the Chapter 11 case of
Hearthstone Ranch II LLC.
Hearthstone Ranch II LLC, owner of a development in Stanislaus
County, California, filed a Chapter 11 petition. The property is
claimed to be worth $10.5 million.
The Company filed for Chapter 11 on November 4, 2009 (Bankr. E.D.
Calif. Case No. 09-93573). Hilton A. Ryder, Esq., in Fresno,
Calif., represents the Debtor in its restructuring effort.
According to the schedules, the Company has assets of $10,500,064,
and total debts of $11,640,801.
HERTZ CORP: Avis Offers $46.50 Per Share Offer for Dollar Thrifty
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Avis Budget Group, Inc., on Wednesday sent a letter to the Board
of Directors of Dollar Thrifty Automotive Group, Inc., announcing
its offer to acquire Dollar Thrifty for $46.50 per share of Dollar
Thrifty common stock.
The offer consists of $39.25 in cash (which would include the
proceeds of a pre-closing special dividend to be paid by Dollar
Thrifty consistent with the Hertz proposal) and 0.6543 shares of
Avis Budget stock (currently valued at $7.25). The cash portion
of Avis' offer will be funded through a combination of available
cash and fully committed financing.
According to The Wall Street Journal's Gina Chon and Sarah
Nassauer, the Avis offer is valued at more than $1.3 billion.
Avis has received consents from the requisite percentage of
lenders in its principal corporate credit facility to amend the
terms of that facility to permit the completion of the proposed
transaction, including its financing.
The stock portion of Avis' offer does not require approval of the
Avis Budget shareholders. Avis said this will afford Dollar
Thrifty shareholders the opportunity to participate in the
combination-related synergies and benefit from the continued
positive trends in the car rental industry. Avis' offer is not
subject to any financing or due diligence contingencies and has
the unanimous support of the Avis Budget Board of Directors.
The letter was sent by Ronald L. Nelson, Avis Budget Group
Chairman and Chief Executive Officer, to Dollar Thrifty's
Chairman, Thomas P. Capo, and President and Chief Executive
Officer, Scott L. Thompson.
"While we continue to believe that the onerous lock-up provisions
in your existing merger agreement should be removed, we are
prepared to put forward an offer today for Dollar Thrifty that
clearly constitutes a Superior Proposal under that merger
agreement," Mr. Nelson said in the letter.
Mr. Nelson said Avis is prepared to enter into a merger agreement
that contains substantially the same terms as the Hertz merger
agreement, but which includes removing the matching rights,
eliminating the break-up fees, and increasing the commitment to
secure antitrust approvals. Avis has sent a copy of the draft
merger agreement to Dollar's counsel.
Citigroup and Morgan Stanley & Co. Incorporated are acting as
financial advisors to Avis Budget Group, and Kirkland & Ellis LLP
and Arnold & Porter LLP are acting as legal counsel.
Hertz Merger Deal
As reported by the Troubled Company Reporter on April 27, 2010,
Hertz and Dollar Thrifty signed a definitive agreement providing
for Hertz to acquire Dollar Thrifty for a purchase price of $41.00
per share, in a mix of cash and Hertz common stock. The deal is
valued at $1.27 billion. The $41.00 per share purchase price is
comprised of 80% cash consideration and 20% stock consideration.
Hertz will also assume or refinance Dollar Thrifty's existing
fleet debt, outstanding at closing. Upon the close of the
transaction, Dollar Thrifty stockholders will own 5.5% of the
combined company on a diluted basis. Dollar Thrifty will become a
wholly owned subsidiary of Hertz and Dollar Thrifty common stock
will cease trading on the NYSE.
Barclays Capital acted as lead financial advisor to Hertz and Bank
of America Merrill Lynch also provided advice. Hertz also worked
with the law firms Debevoise & Plimpton LLP and Jones Day. Dollar
Thrifty was advised by J.P. Morgan and Goldman, Sachs & Co. and
the law firm of Cleary Gottlieb Steen & Hamilton LLP.
About Avis Budget Group
Avis Budget Group -- http://www.avisbudgetgroup.com/-- provides
vehicle rental services, with operations in more than 70
countries. Through its Avis and Budget brands, the Company is a
leading vehicle rental company in each of North America,
Australia, New Zealand and certain other regions based on
published airport statistics. Avis Budget Group is headquartered
in Parsippany, N.J. and has more than 22,000 employees.
At March 31, 2010, the Company had total assets of $10.257 billion
against total current liabilities of $1.328 billion, total
liabilities exclusive of liabilities under vehicle programs of
$4.044 billion and liabilities under vehicle programs of
$5.987 billion, resulting in stockholders' equity of $226 million.
* * *
Avis Budget Car Rental LLC continues to carry Moody's Investors
Service's B2 corporate family rating. Avis Budget Group Inc.
carries Standard & Poor's Ratings Services' B+ corporate credit
rating.
About Hertz Corp.
Hertz Corporation, headquartered in Park Ridge, New Jersey, is an
automobile and equipment rental company.
Hertz carries Moody's B1 Corporate Family Rating and Probability
of Default Rating.
About Dollar Thrifty
Dollar Thrifty Automotive Group, Inc., is headquartered in Tulsa,
Oklahoma. Driven by the mission "Value Every Time," the Company's
brands, Dollar Rent A Car and Thrifty Car Rental, serve value-
conscious travelers in over 70 countries. Dollar and Thrifty have
over 600 corporate and franchised locations in the United States
and Canada, operating in virtually all of the top U.S. and
Canadian airport markets. The Company's approximately 6,400
employees are located mainly in North America, but global service
capabilities exist through an expanding international franchise
network.
At March 31, 2010, the Company had total assets of $2,470,879,000
against total liabilities of $2,047,769,000, resulting in
stockholders' equity of $423,110,000.
* * *
As reported by the Troubled Company Reporter on May 5, 2010,
Dominion Bond Rating Service placed the ratings of Dollar Thrifty
Automotive Group, Inc., including its Issuer Rating of B (high),
Under Review with Positive Implications. This ratings action
follows the announcement that the Company has reached a definitive
agreement to be acquired by the higher-rated Hertz Corporation.
DBRS rates Hertz BB, at the issuer level.
In November 2009, Standard & Poor's Ratings Services raised its
corporate credit rating of Dollar Thrifty to 'B-' from 'CCC', in
light of the Company's improved operating and financial
performance that began in mid-2009. Moody's Investors Service
also upgraded Dollar Thrifty's Probability of Default Rating to
'B3' from 'Caa2' and Corporate Family Rating to 'B3' from 'Caa3'.
INNKEEPERS USA: Lehman Aims to Recover $238 Million Claim
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Lehman Brothers Holdings, Inc., said it will seek to recover a
remaining $238 million secured claim from Innkeepers USA Trust as
the hotel investment company restructures its debt in bankruptcy
court, Bloomberg News reported.
Lehman Brothers, through its affiliate, Lehman ALI, Inc., helped
finance the buyout of Innkeepers with a $1.2 billion loan. Lehman
ALI intends to extend a $17.5 million debtor-in-possession
financing loan to help Innkeepers restructure.
According to Anton Valukas, the examiner appointed in the Chapter
11 case of Lehman Brothers, the financial institution lent
$1.2 billion to Apollo Investment Corp. in 2007 to fund
Innkeepers' buyout.
About Innkeepers USA Trust
Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.
Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.
Apollo Investment Corporation acquired Innkeepers in June 2007.
Innkeepers USA Trust and a number of affilaites filed for Chapter
11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).
Attorneys at Kirkland & Ellis LLP, serve as counsel to the
Debtors. AlixPartners is the restructuring advisor and Marc A.
Beilinson is the chief restructuring officer. Moelis & Company is
the financial advisor. Omni Management Group, LLC, is the claims
and notice agent. The petition listed assets and debts of more
than $1 billion.
In 2009, Innkeepers' consolidated revenues were approximately
$292 million and adjusted EBITDA were approximately $85 million.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion. As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.
Bankruptcy Creditors' Service, Inc., publishes Innkeepers USA
Bankruptcy News. The newsletter tracks the chapter 11
restructuring proceedings commenced by Innkeepers USA Trust and
its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).
INNKEEPERS USA: Proposes to Pay Prepetition Taxes & Fees
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Innkeepers USA Trust and its 91 debtor affiliates seek the Court's
permission, but not direction, to remit and pay sales, occupancy,
use and franchise taxes, as well as business license and similar
fees.
In the ordinary course of operating their business, the Debtors
and their hotel managers collect and incur income, sales,
occupancy, use, franchise and other taxes, assessments, fees and
similar charges. The Debtors remit the Taxes and Fees to various
federal, state and local taxing, licensing and other governmental
authorities. The Debtors pay the Taxes and Fees monthly,
quarterly, annually or biennially to the respective Authorities in
accordance with applicable laws and regulations.
James H.M. Sprayregen, P.C., Esq., at Kirkland & Ellis LLP, in New
York, relates that certain of the Debtors are parties to various
hotel management agreements with two hotel management companies,
who manage the Debtors' hotel properties. These Debtors are
obligated to reimburse and compensate the Hotel Managers for
various expenses and services, including Taxes and Fees incurred
in the operation of the Debtors' business.
While the Debtors believe they are current with respect to their
payment of Sales and Occupancy Taxes, they estimate that, as of
the Petition Date, they owe $3.3 million in prepetition Sales and
Occupancy Taxes, which are recorded together, that have accrued
but have not yet become due and payable, with approximately
$2.95 million of which becoming due and owing by August 9, 2010.
The Debtors believe they are current with respect to their payment
of Use Taxes. However, the Debtors estimate that, as of the
Petition Date, they may owe approximately $325,000 to the
Authorities on account of prepetition Franchise Taxes. They also
estimate that approximately $200,000 in Business License Fees are
due for the remainder of 2010, approximately $40,000 of which will
become due and owing by August 9.
Mr. Sprayregen asserts that certain of the Taxes and Fees may not
be property of the Debtors' bankruptcy estates. He notes that
many of the Taxes and Fees constitute "trust fund" taxes, which
the Debtors are required to collect from their customers and hold
in trust for payment to the Authorities. He contends that courts
have held that those taxes are not part of a debtor's estate,
citing Begier v. Internal Revenue Serv., 496 U.S. 53, 57-60
(1990), among others.
The Debtors, therefore, generally do not have an equitable
interest in funds held on account of the "trust fund" taxes, and
they should be permitted to pay those funds to the Authorities as
they become due, Mr. Sprayregen tells Judge Chapman.
Certain of the Taxes and Fees may constitute secured or priority
claims entitled to special treatment, Mr. Sprayregen says. He
contends that payment of certain of the Taxes and Fees likely will
give the Authorities no more than that to which they otherwise
would be entitled under a Chapter 11 plan and will save the
Debtors potential interest expense, legal expense and penalties
that otherwise might accrue on account of the Taxes and Fees
during the pendency of the cases.
Judge Chapman granted the request on an interim basis. Final
hearing is set for August 12, 2010.
About Innkeepers USA Trust
Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.
Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.
Apollo Investment Corporation acquired Innkeepers in June 2007.
Innkeepers USA Trust and a number of affilaites filed for Chapter
11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).
Attorneys at Kirkland & Ellis LLP, serve as counsel to the
Debtors. AlixPartners is the restructuring advisor and Marc A.
Beilinson is the chief restructuring officer. Moelis & Company is
the financial advisor. Omni Management Group, LLC, is the claims
and notice agent. The petition listed assets and debts of more
than $1 billion.
In 2009, Innkeepers' consolidated revenues were approximately
$292 million and adjusted EBITDA were approximately $85 million.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion. As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.
Bankruptcy Creditors' Service, Inc., publishes Innkeepers USA
Bankruptcy News. The newsletter tracks the chapter 11
restructuring proceedings commenced by Innkeepers USA Trust and
its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).
INNKEEPERS USA: Wants to Hire Professionals in Ordinary Course
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Innkeepers USA Trust and its 91 debtor affiliates employ various
professionals in the ordinary course of their business that
provide services to the Debtors in a variety of matters unrelated
to the bankruptcy cases, including legal services. The Debtors
current OCPs are:
* Abelman, Frayne, & Schwab;
* Archer & Greiner;
* Butzel Long;
* Clark Hill PLC;
* Hunton & Williams LLP;
* Littler Mendelson P.C.;
* Malone & Neubaum;
* Nanette Gould;
* Potter & Dickson;
* Skadden, Arps, Slate, Meagher & Flom LLP;
* Spell Pless Sauro Davis, PC;
* Stone & Bellus, P.C.; and
* The Law Office of Edward W. Freedman.
The Debtors also employ, in the ordinary course of business,
professional service providers like public relations,
communications, internet technology and general business
consultants, and advisors with respect to matters regarding their
hotel properties.
Although some of the Service Providers have professional degrees
and certifications, they provide services to the Debtors that are
integral to the day-to-day operation of the Debtors' businesses
and do not directly relate to or materially affect the
administration of the bankruptcy cases, relates James H.M.
Sprayregen, P.C., Esq., at Kirkland & Ellis LLP, in New York. He
avers that because the Service Providers are not acting as
"professional persons" under the Bankruptcy Code, they should be
treated on terms consistent with other ordinary course vendors
because the Service Providers are providing day-to-day operational
assistance to the Debtors' businesses.
While some OCPs may wish to continue to represent the Debtors on
an ongoing basis, Mr. Sprayregen tells the Court that the OCPs may
be unwilling to do so if the Debtors cannot pay them on a regular
basis. He contends that without the background knowledge,
expertise and familiarity that the OCPs have relative to the
Debtors and their operations, the Debtors undoubtedly would incur
additional and unnecessary expenses in educating replacement
professionals about the Debtors' business and financial
operations. He adds that the Debtors' bankruptcy estates and
creditors are best served by avoiding any disruption in the
professional services that are required for the day-to-day
operation of the Debtors' businesses.
Accordingly, the Debtors seek the Court's permission to retain and
compensate their OCPs on terms substantially similar to those in
effect before the Petition Date, if applicable, in accordance with
the Debtors' proposed OCP procedures.
In light of the number of OCPs and the significant costs
associated with the preparation of retention applications for
professionals, who will receive relatively modest fees, the
Debtors submit that it would be impractical, inefficient and
prohibitively expensive for them and their legal advisors to
prepare and submit individual applications and proposed retention
orders for each OCP.
Therefore, the Debtors submit it is in the best interests of all
creditors and parties-in-interest to avoid any disruption in the
professional services that are required for the day-to-day
operation of the Debtors' business by retaining and compensating
the OCPs in accordance with the OCP Procedures.
Pursuant to their OCP Procedures, the Debtors propose to retain
each OCP and pay the OCP, without formal application of the Court
by any OCP, 100% of fees and disbursements after the OCP:
(a) files with the Court a declaration of disinterestedness
that is served upon certain notice parties; and
(b) submits to the Debtors an appropriate invoice setting
forth in reasonable detail the nature of the services
rendered after the Petition Date, provided that each OCP's
fees, excluding costs and disbursements, do not exceed
$50,000 per month or $500,000 in the aggregate. The
Debtors propose that the OCP Case Cap may be modified by
mutual agreement between the Debtors and the U.S. Trustee.
To the extent that fees payable to any OCP exceed the OCP Monthly
Cap, the OCP will file a fee application with the Court for the
amount in excess of the applicable OCP Monthly Cap in accordance
with Sections 330 and 331 of the Bankruptcy Code, the Bankruptcy
Rules, the Local Rules, the Fee Guidelines promulgated by the
Executive Office of the U.S. Trustee, and any applicable orders of
the Court, unless the U.S. Trustee agrees otherwise.
12. To the extent that fees payable to any OCP exceed the OCP Case
Cap as set forth herein, such OCP shall file a retention
application with the Court for formal retention as a non-ordinary
course professional in accordance with section 327(a) of the
Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules,
the Fee Guidelines promulgated by the Executive Office of the U.S.
Trustee, and any applicable orders of the Court, unless the U.S.
Trustee agrees otherwise.
The Debtors and their estates would be well served by continued
retention of the OCPs because of the OCPs' established
relationships with the Debtors and understanding of the Debtors
and their operations, Mr. Sprayregen contends.
Although some of the OCPs may hold minor amounts of unsecured
claims against the Debtors in connection with services rendered to
the Debtors prepetition, the Debtors do not believe that any of
the OCPs have an interest materially adverse to the Debtors, their
creditors or other parties-in-interest.
In any event, Mr. Sprayregen says that the OCP Procedures include
a requirement that OCPs file declarations of disinterestedness
before an OCP can be compensated, and the Debtors are not
requesting authority to pay prepetition amounts owed to OCPs.
About Innkeepers USA Trust
Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.
Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.
Apollo Investment Corporation acquired Innkeepers in June 2007.
Innkeepers USA Trust and a number of affilaites filed for Chapter
11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).
Attorneys at Kirkland & Ellis LLP, serve as counsel to the
Debtors. AlixPartners is the restructuring advisor and Marc A.
Beilinson is the chief restructuring officer. Moelis & Company is
the financial advisor. Omni Management Group, LLC, is the claims
and notice agent. The petition listed assets and debts of more
than $1 billion.
In 2009, Innkeepers' consolidated revenues were approximately
$292 million and adjusted EBITDA were approximately $85 million.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion. As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.
Bankruptcy Creditors' Service, Inc., publishes Innkeepers USA
Bankruptcy News. The newsletter tracks the chapter 11
restructuring proceedings commenced by Innkeepers USA Trust and
its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).
J & J CONSTRUCTION: Court OKs Eason Law as Bankruptcy Counsel
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J & J Construction Group, Inc., sought and obtained authorization
from the Hon. Paul W. Bonapfel of the U.S. Bankruptcy Court for
the Northern District of Georgia to employ The Eason Law Firm as
bankruptcy counsel.
The Eason will handle the prosecution of Chapter 11 proceedings,
handle challenges against its interests by others, and otherwise
represent its interest on legal matters falling under the
jurisdiction of this Court.
The Eason and the Debtor didn't disclose how The Eason will be
compensated. No compensation will be paid to Attorney until the
Court has allowed the compensation, after notice and a hearing on
an appropriate application for compensation, copies of which will
be served on all necessary parties, including the United States
Trustee.
Rodney L. Eason, Esq., at The Eason, assures the Court that the
firm is "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.
Roswell, Georgia-based J & J Construction Group, Inc., filed for
Chapter 11 bankruptcy protection on May 31, 2010 (Bankr. N.D. Ga.
Case No. 10-76169). The Company listed $10,000,001 to $50,000,000
in assets and $1,000,001 to $10,000,000 in liabilities.
JAMES RIVER: S&P Affirms Corporate Credit Rating at 'B-'
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Standard & Poor's Ratings Services said that it affirmed its 'B-'
corporate credit rating on Richmond, Va.-based James River Coal
Co. In addition, S&P revised its rating outlook to stable from
positive.
At the same time, S&P raised its issue-level ratings on the
company's outstanding notes. The rating on its $150 million
senior unsecured notes due 2012 was raised to 'B+' (two notches
above the corporate credit rating) from 'B'. The recovery rating
on these notes was revised to '1', indicating S&P's expectation of
very high (90% to 100%) recovery in the event of a payment
default, from '2'. The rating on the company's $172.5 million
convertible notes was raised to 'CCC+' (one notch below the
corporate credit rating) from 'CCC'. The recovery rating on these
notes was revised to '5', indicating S&P's expectation of modest
(0% to 10%) recovery in the event of a payment default, from '6'.
"The outlook revision reflects S&P's assessment that despite
credit metrics likely remaining at a level S&P would consider to
be good for the 'B-' rating in the near term, refinancing risk
exists in 2012 as a majority of the company's debt matures during
that year," said Standard & Poor's credit analyst Sherwin
Brandford.
In addition, S&P expects that EBITDA during 2011 and 2012 could be
materially lower than what the company expects for 2010 due to the
likely pressure on currently favorable Central Appalachia realized
coal prices because of the expiration of contracts priced well
above the current market price. As a result, it is S&P's
assessment that an upgrade is unlikely during the next few years
due to the combination of operating uncertainty and refinancing
risk.
JAMES WORM, JR.: Case Summary & 20 Largest Unsecured Creditors
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Debtor: James Thomas Worm, Jr.
22544 Hog Creek Road
Preston, MD 21655
Bankruptcy Case No.: 10-26642
Chapter 11 Petition Date: July 23, 2010
Court: U.S. Bankruptcy Court
District of Maryland (Baltimore)
Judge: Duncan W. Keir
Debtor's Counsel: Michael Steven Fried, Esq.
Air Rights Building
4550 Montgomery Avenue, Suite 710 North
Bethesda, MD 20814
Tel: (301) 656-8525
Fax: (301) 656-8528
E-mail: mfried@friedlaw.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
A copy of the Debtor's list of 20 largest unsecured
creditors filed together with the petition is available
for free at http://bankrupt.com/misc/mdb10-26642.pdf
The petition was signed by the Debtor.
JENNIFER CONVERTIBLES: Wants KPMG CF as Real Estate Advisors
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Jennifer Convertibles, Inc., et al., have asked for authorization
from the U.S. Bankruptcy Court for the Southern District of New
York to employ KPMG CF Realty LLC as special real estate advisors
for the Debtors, nunc pro tunc to the Petition Date.
KPMGCF will:
a. organize the lease information for each Renegotiation
Property in a manner that clearly displays the store and
lease economics. KPMGCF and the Debtors will jointly
establish negotiating goals and parameters, like rent
reductions, lease term modifications, and other leasehold
concessions;
b. contact the landlord for each Renegotiation Property and
seek to negotiate with the landlord for modifications in
accordance with the parameters established by the Debtors;
and
c. work with the landlords, the Debtors, and the Debtors'
counsel to document lease modification proposals.
KPMGCF will be compensated based on its engagement letter to the
Debtors. A copy of the letter is available for free at:
http://ResearchArchives.com/t/s?671e
Matthew Bordwin, Manager of KPMGCF, assures the Court that the
firm is "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.
Jennifer Convertibles, Inc., was organized as a Delaware
corporation in 1986, and is currently the owner of (i) the largest
group of sofabed specialty retail stores and leather specialty
retail stores in the United States, with stores located throughout
the Eastern seaboard, Midwest, West Coast and Southwest, and
(ii) seven big box, full-line furniture stores operated under the
Ashley Furniture HomeStore brand under a license from Ashley
Furniture Industries, Inc.
The Company and its units filed for Chapter 11 bankruptcy
protection on July 18, 2010 (Bankr. S.D.N.Y. Case No. 10-13779).
Michael S. Fox, Esq., at Olshan Grundman Frome Rosenzweig &
Wolosky, LLP, assists the Company in its restructuring effort. TM
Capital Corp. is the Company's financial advisor. Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo P.C. is the Company's special
securities counsel.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.
JENNIFER CONVERTIBLES: Wants TM Capital as Financial Advisor
------------------------------------------------------------
Jennifer Convertibles, Inc., et al., have sought permission from
the U.S. Bankruptcy Court for the Southern District of New York to
employ TM Capital Corp. as financial advisors, nunc pro tunc to
the Petition Date.
TM Capital will, among other things:
(a) advise and assist management in organizing the Debtors'
resources and activities so as to effectively and
efficiently plan, coordinate and manage the Chapter 11
process and communicate with customers, lenders,
suppliers, employees, shareholders and other parties in
interest;
(b) assist management in designing and implementing programs
to manage or divest assets, improve operations, reduce
costs and restructure as necessary with the objective of
rehabilitating the business;
(c) advise the Debtors concerning interfacing with Official
Committees, other constituencies and their professionals,
including the preparation of financial and operating
information required by such parties and/or the
Bankruptcy Court; and
(d) advise and assist management in the development of a Plan
of Reorganization and underlying Business Plan, including
the related assumptions and rationale, along with other
information to be included in the Disclosure Statement.
The Debtors will pay TM Capital non-refundable monthly fees of
$25,000 per month with the first installment due as of May 15,
2010, and each subsequent installment payable on the 15th day of
each subsequent month. The Debtors will further pay TM Capital an
additional $75,000 upon execution of the Engagement Letter as a
deposit. In addition, the Debtors will pay a fee of $500,000 (the
Transaction Fee) to TM Capital upon consummation of a successful
restructuring of the Debtors' business. The Transaction Fee will
be payable regardless of whether the restructuring is consummated
through a bankruptcy reorganization, consensual arrangement with
creditors, or otherwise.
Robert C. Grien, Managing Director of TM Capital, assures the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.
Jennifer Convertibles, Inc., was organized as a Delaware
corporation in 1986, and is currently the owner of (i) the largest
group of sofabed specialty retail stores and leather specialty
retail stores in the United States, with stores located throughout
the Eastern seaboard, Midwest, West Coast and Southwest, and
(ii) seven big box, full-line furniture stores operated under the
Ashley Furniture HomeStore brand under a license from Ashley
Furniture Industries, Inc.
The Company and its affiliates filed for Chapter 11 bankruptcy
protection on July 18, 2010 (Bankr. S.D.N.Y. Case No. 10-13779).
Michael S. Fox, Esq., at Olshan Grundman Frome Rosenzweig &
Wolosky, LLP, assists the Company in its restructuring effort. TM
Capital Corp. is the Company's financial advisor. Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo P.C. is the Company's special
securities counsel.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.
JERRY BARNETT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Jerry Barnett
Katherine Barnett
8808 90th Avenue NW
Gig Harbor, WA 98335
Bankruptcy Case No.: 10-46062
Chapter 11 Petition Date: July 26, 2010
Court: United States Bankruptcy Court
Western District of Washington (Tacoma)
Judge: Brian D. Lynch
Debtor's Counsel: Benjamin J. Riley, Esq.
Brian L. Budsberg PLLC
1801 West Bay Drive, Suite 301
Olympia, WA 98507
Tel: 360-584-9093
E-mail: ben@budsberg.com
Estimated Assets: $100,000,001 to $500,000,000
Estimated Debts: $100,000,001 to $500,000,000
The petition was signed by the Joint Debtors.
Joint Debtors' List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Intervest Mortgage $28,985,000
5005 SW Meadows Road,
Suite 400
Lake Oswego, OR 97035
Washington Trust Bank $17,000,000
10500 NE 8th Street
Suite 1100
Bellevue, WA 98004
Sterling Savings $13,462,303
PO Box 2128
Spokane, WA 99210
Midland Loan Services $8,595,552
300 Deschutes Way SW #215
Tumwater, WA 98501
First Independent Bank $8,134,131
1220 Main Street, Suite 1
Vancouver, WA 98660
Washington Trust Bank $7,500,000
10500 NE 8th Street
Suite 1100
Bellevue, WA 98004
Washington Trust Bank $7,000,000
10500 NE 8th Street
Suite 1100
Bellevue, WA 98004
Columbia Bank $5,224,517
P.O. Box 2156
Tacoma, WA 98401
BALC $4,500,000
600 West Germantown Pike
Plymouth Meeting, PA 19462
Washington Trust Bank $3,500,000
10500 NE 8th Street
Suite 1100
Bellevue, WA 98004
Pacific Continental Bank $3,200,000
1100 Olive Way Ste 102
Seattle, WA 98101
Hopkins Financial $2,000,000
910 East Carol Street
Meridian, ID 83646-1825
First Independent Bank $1,750,000
1220 Main Street, Suite 1
Vancouver, WA 98660
First Horizon Bank $1,168,591
Mail Code 6412
40000 Horizon Way, Suite 100
Irving, TX 75063
Cowlitz/Bay Bank $1,300,000
P.O. Box 1518
Longview, WA 98632
Umpqua Bank $800,000
4949 Borgen Blvd NW #101
Gig Harbor, WA 98332
The Rawlins National Bank $534,534
PO Box 100
Rawlins, WY 82301
Idaho Trust Bank Unknown
Magic Valley Bank Unknown
National Bank of AZ Unknown
JOHN REEVES: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: John W. Reeves, II
aka John W. Reeves, MD
John Winston Reeves
John Reeves, MD
John Reeves
183 Patton
Shreveport, LA 71105
Bankruptcy Case No.: 10-12158
Chapter 11 Petition Date: July 23, 2010
Court: U.S. Bankruptcy Court
Western District of Louisiana (Shreveport)
Judge: Stephen V. Callaway
Debtor's Counsel: John S. Hodge, Esq.
P.O. Box 21990
Shreveport, LA 71120-1990
Tel: (318) 226-9100
Fax: (318) 424-5128
E-mail: jhodge@wwmlaw.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A copy of the Debtor's list of 11 largest unsecured
creditors filed together with the petition is available
for free at http://bankrupt.com/misc/lawb10-12158.pdf
The petition was signed by the Debtor.
JOSEPHINE EDRALIN: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Josephine Jose Edralin
1401 Zinfandel Lane
St. Helena, CA 94574
Bankruptcy Case No.: 10-12827
Chapter 11 Petition Date: July 26, 2010
Court: U.S. Bankruptcy Court
Northern District of California (Santa Rosa)
Judge: Alan Jaroslovsky
Debtor's Counsel: Stephen D. Finestone, Esq.
Law Offices of Stephen D. Finestone
456 Montgomery Street, 20th Floor
San Francisco, CA 94104
Tel: (415) 421-2624
E-mail: sfinestone@pobox.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
According to the schedules, the Debtor says that assets total
$4,036,000 while debts total $3,739,690.
The petition was signed by the Debtor.
The list of unsecured creditors filed together with its petition
contains only one entry:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Buckland Vineyard -- $20,000
Management Co.
4138 Napa
Napa, CA 94558
JPP INC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: JPP, Inc.
dba Baron Stiegel
168 S. Main Street
Manheim, PA 17545
Bankruptcy Case No.: 10-16141
Chapter 11 Petition Date: July 26, 2010
Court: United States Bankruptcy Court
Eastern District of Pennsylvania (Philadelphia)
Judge: Eric L. Frank
Debtor's Counsel: Barry A. Solodky, Esq.
Blakinger, Byler and Thomas, P.C.
28 Penn Square
Lancaster, PA 17603
Tel: (717) 299-1100
E-mail: bas@bbt-law.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $500,001 to $1,000,000
The Debtor did not file a list of its largest unsecured creditors
together with its petition.
The petition was signed by Paul A. Reuter, Jr., president.
KEVIN RABEY: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Kevin Earl Rabey
aka Kevin Earl Rabey, MD
Dung Thi Le
aka Dung Thi Le, MD
9755 Eagle Glen Way
Elk Grove, CA 95757
Bankruptcy Case No.: 10-39615
Chapter 11 Petition Date: July 26, 2010
Court: U.S. Bankruptcy Court
Eastern District of California (Sacramento)
Judge: Robert S. Bardwil
Debtor's Counsel: Julia P. Gibbs, Esq.
1329 Howe Avenue, #205
Sacramento, CA 95825-3363
Tel: (916) 646-2800
Estimated Assets: $500,001 to $1,000,000
Estimated Debts: $1,000,001 to $10,000,000
According to the schedules, the Debtors say that assets total
$684,591 while debts total $1,465,794.
A copy of the Joint Debtors' list of 15 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/caeb10-39615.pdf
The petition was signed by the Joint Debtors.
KIM NAROG: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Kim Narog
4680 Meritage Court
Gilroy, CA 95020
Bankruptcy Case No.: 10-57683
Chapter 11 Petition Date: July 26, 2010
Court: U.S. Bankruptcy Court
Northern District of California (San Jose)
Judge: Roger L. Efremsky
Debtor's Counsel: Scott J. Sagaria, Esq.
Law Offices of Scott J. Sagaria
333 W San Carlos Street, #1700
San Jose, CA 95110
Tel: (408) 279-2288
E-mail: sjsagaria@sagarialaw.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtor did not file a list of creditors together with its
petition.
The petition was signed by the Debtor.
KURRANT MOBILE: Posts $165,600 Net Loss in Q1 Ended May 31
----------------------------------------------------------
Kurrant Mobile Catering, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $165,643 on $319,264 of revenue for
the three months ended May 31, 2010, compared with a net loss of
$60,022 on $0 revenue for the three months ended may 31, 2009.
During the quarter ended May 31, 2010, revenues are $319,264,
comprised of sales of books, $220,410, and royalties of $98,854.
The Company's balance sheet at May 31, 2010, showed $1,428,636 in
assets, $1,362,389 of liabilities, and $66,247 of stockholders'
equity.
The Company has incurred net losses and has negative cash flows
from its operations. "These factors raise substantial doubt
regarding Kurrant Mobile's ability to continue as a going
concern."
A full-text copy of the quarterly report is available for free at:
http://researcharchives.com/t/s?6721
Based in Montreal, Kurrant Mobile Catering, Inc. was incorporated
in the State of Colorado on October 15, 2007. The Company was
formed to provide mobile catering services to individuals,
businesses and other organizations.
Effective May 20, 2010, Kurrant Mobile entered into a Share
Exchange Agreement with Pierre Turgeon, a shareholder of Transit
Publishing Inc., a private corporation located in Quebec, Canada.
The Company acquired 50% of the total issued and outstanding TPI
Shares in exchange for issuance of 90,000,000 shares of common
stock of Kurrant Mobile representing roughly 98.5% of the total
issued and outstanding shares of the Company.
Transit was incorporated on February 10, 2009 under the Canada
Business Corporations Act and commenced its operations on March 1,
2009. Transit operates a publishing house.
Transit's books are currently distributed in: (i) the United
States through its partner National Book Network; (ii) the United
Kingdom, Australia and New Zealand through its partner National
Book Network International; (iii) Canada through its partner
Georgetown Publications; (iv) Quebec (French Canada) through its
partner Agence du Livre; and (v) Spain and Hispanic America
through its partner Times Editions.
Transit's second titled book "Unmasked: The Final years of Michael
Jackson" was a #1 New York Times bestseller.
LAM RESEARCH: S&P Puts 'BB-' Corp. Rating on CreditWatch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB-'
corporate rating on Fremont, Calif.-based Lam Research on
CreditWatch with positive implications.
"In line with the recovery in the semiconductor industry, as of
the March 2010 quarter," said Standard & Poor's credit analyst
Joseph Spence, "Lam's latest-12-month revenues have improved 15%
year over year to $1.66 billion and adjusted EBITDA margins have
improved to the 20% area from negative in the September 2009
quarter." These positive trends are likely to result in Lam
approaching its pre-downturn revenue and margin levels of about
$2.6 billion and the low-30% area, respectively, in the second
half of 2010. Despite these trends, free operating cash flow
generation has lagged expectations and unrestricted cash balances
as of March 2010 were $679 million, up from $623 million in the
prior-year period, but below Lam's typical pre-downturn balance of
about $1 billion.
In resolving the CreditWatch, S&P will review its expectations for
Lam's operating performance, with particular emphasis on cash flow
generation and growth in cash balances given industry volatility.
Lam's lack of a revolving credit facility has historically
hindered liquidity somewhat. The change in ratings is likely to
be limited to one notch.
LEHMAN BROTHERS: Agrees to Lift Stay to Allow Harvest Grove Sale
----------------------------------------------------------------
At Lehman Brothers Holdings' behest, the U.S. Bankruptcy Court for
the Southern District of New York entered an order approving a
stipulation entered into by Merrill Lynch Capital Services, Inc.,
Merrill Lynch Portfolio Management, Inc., Provident Affordable
Housing - Georgia, L.L.C., a Louisiana limited liability company,
and James W. Giddens, as Trustee for Lehman Brothers Inc.
Under the stipulation, the parties agreed that the automatic stay
in effect in LBI's proceeding under the Securities Investor
Protection Act of 1970, is modified to the extent necessary to
permit Provident-Georgia to sell a Harvest Grove Housing Project
located in Rockdale County, Georgia, commonly known as the
Harvest Grove Apartments, and apply the proceeds of the sale.
The Trustee is authorized to take actions as reasonably requested
by Merrill pursuant to Section 2(d) of the Subordination
Agreement dated as of May 1, 2003, among Merrill and LBI
including, without limitation, terminating and releasing LBI's
security interests and liens in the Project, and consenting to
the cancellation of, and directing U.S. Bank National Association
to cancel, the (a) $11,060,000 principal amount of Development
Authority of Rockdale County, Georgia Multifamily Revenue Bonds
(Harvest Grove Apartments Project), Subordinate Series 2003B, and
(b) Subordinated Promissory Note, dated May 1, 2003, by
Provident-Georgia to the order of the Issuer, in the principal
amount of $11,060,000 -- in each case to effectuate the Sale.
The Trustee, on behalf of the LBI estate, is authorized to
execute the releases, discharges and other documents and
instruments as may be reasonably requested by Merrill to
effectuate the termination, release and cancellation.
Except with respect to Exempt Collateral, pursuant to Section 9-
624 of the Uniform Commercial Code as in effect in the State
of New York, the Trustee waives any right to redemption and, to
the extent applicable, any right to disposition notification
pursuant to Section 9-611. However, Merrill will provide the
Trustee with prompt notice in writing upon the consummation of
the Sale and of the application of any funds received in
connection with the Sale.
Merrill will not be entitled to any portion of the Exempt
Collateral. The Trustee is authorized to set off the obligations
of the Provident-Georgia and the other Provident Borrowers under
the Subordinate Credit Agreement by exercising LBI's rights with
respect to the Exempt Collateral. Provident-Georgia will pay,
or cause to be paid, to the Trustee the reasonable fees and
expenses of counsel to the Trustee incurred in connection with
preparing and seeking approval of the Stipulation, the release of
LBI's liens in the Project and the other transactions
contemplated, promptly after demand.
In the event that the proceeds from the Sale exceed the sum of
(a) the amounts owed to MLPM as beneficial owner of the
$10,500,000 principal amount of Development Authority of Rockdale
County, Georgia Multifamily Revenue Bonds (Harvest
Grove Apartments Project), Series 2003A and (b) any amounts then
required to be paid or delivered to MLPM under the Senior Credit
Agreement, the excess amounts will be promptly paid to the
Trustee to be applied to Provident-Georgia's obligations under
the Debt Instrument, in accordance with written payment
instructions to be delivered by the Trustee to MLPM and
Provident-Georgia.
Provident-Georgia acknowledges and agrees that the indebtedness
evidenced by the Subordinate Bonds and the Subordinated Note will
continue under the Debt Instrument, and that the indebtedness
will continue to be guaranteed and cross-collateralized as
provided in the Debt Instrument and the Subordinate Credit
Agreement.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI
The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: Assigning Market Agent Pact to Deutsche Bank
-------------------------------------------------------------
Lehman Brothers Inc. and LBI Trustee James W. Giddens sought and
obtained Court approval of a stipulation they entered into with
Deutsche Bank Securities Inc., Deutsche Bank AG, London Branch,
and HSBC Bank USA, National Association, for the assumption and
assignment of a certain Market Agent Agreement to DBSI.
LBI is party to a Market Agent Agreement dated as of October 18,
2002, with Restructured Asset Certificates with Enhanced Returns,
Series 2002-39-C Trust -- a New York trust created under a Series
Trust Agreement dated as of October 18, 2002 between LBI, as
depositor, and HSBC Bank, as Trustee.
Consistent with the mandate to wind-down LBI's affairs, Mr.
Giddens has determined to terminate its role as Market Agent
under the Market Agent Agreement. Since DBSI wishes to assume
the role of Market Agent under the Market Agent Agreement, LBI
has agreed to assume and assign to DBSI all of its rights under
the Market Agent Agreement, and transfer and delegates to DBSI
all of its obligations under the Agreement.
DBSI will acquire all of LBI's rights and assumes all of LBI's
obligations under the Market Agent Agreement existing from and
prior to the effective date of the Assignment Agreement. The
assumption and assignment will take effect retroactively, nunc
pro tunc to the Effective Date.
DBL will pay any cure costs that may be approved by the Court in
connection with the assumption of the Market Agent Agreement.
Mr. Giddens and the LBI estate will continue to be entitled to
receive amounts, if any, that were due to the Market Agent under
the Market Agent Agreement prior to the Effective Date.
Mr. Giddens and the LBI estate will be relieved of any liability
resulting from any breach of the Market Agent Agreement
subsequent to the Effective Date.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI
The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: Resolves Shinhan Investment Claims Dispute
-----------------------------------------------------------
Lehman Brothers Holdings Inc. and Shinhan Investment Corp., f/k/a
Goodmorning Shinhan Securities Co., Ltd., entered into a court-
approved stipulation whereby:
(A) SIC's claim arising from a derivative contract between SIC
and Lehman Brothers Commercial Corporation Asia Limited --
Initial Filed Claim -- will be disallowed and expunged
from the Court's claim register because the Initial Filed
Claim was amended and superseded by an amended claim. The
disallowance and expungement of the Initial Filed Claim is
not and will not prejudice or otherwise affect the rights
of the Parties under this stipulation.
(B) Based on the facts that (1) SIC filed the Initial Filed
Claim against LBHI before entry of the Bar Date Order, (2)
the Initial Filed Claim included substantially all of the
information required by the derivative questionnaire and
guarantee questionnaire, (3) LBHI is able to fully
evaluate SIC's claim based on the information attached to
the Initial Filed Claim, and (4) SIC promptly filed the
Amended Claim and completed and submitted a Derivative
Questionnaire and a Guarantee Questionnaire, LBHI will not
object to the Amended Claim based on the timing and method
of the filing of the Amended Claim.
(C) The rights of the Debtors and any other party-in-interest
to object to the Amended Claim on any ground other than
the timing and method of filing are expressly preserved
and unaffected by the Parties' Stipulation.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI
The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LEHMAN BROTHERS: Terminates Comvest Engagement Letter
-----------------------------------------------------
Before the Petition Date, Lehman Brothers Inc. entered into an
engagement letter with ComVest Investment Advisors LLC -- Adviser
-- whereby LBI was to act as the exclusive global placement agent
to sell interests in ComVest Investment Partners III L.P. --
Fund.
James W. Giddens, Trustee for Lehman Brothers Inc. has determined
that it would be in the best interests of LBI and its estate that
the Agreement be terminated by the LBI estate subject to the
payment to the LBI Trustee of an amount in cash equal to
$2,200,000.
The LBI Trustee and the Adviser thus entered into a stipulation
whereby:
(1) Fund agrees to pay the Termination Fee to the LBI
Trustee in immediately available funds: (i) $1,100,000
within five days upon approval of the stipulation, and
(ii) $1,100,000 on the first anniversary of the First
Payment. Payment will be made by wire transfer to:
Union Bank, N.A.
ABA No. 122000496
A/C No. 37130196431 TRUSDG
James W. Giddens, Trustee, LBI Funds Account,
Account No. 6711860101
(2) Upon timely payment to and receipt by the LBI Trustee of
the full Termination Fee, the Agreement will be terminated
without need for further action by any of the Parties,
without the need for any further Court approval and,
without any further obligation or liability and pursuant
to that termination, Section 7 of the Agreement will no
longer be operative and will be deemed waived regardless
of the Agreement.
(3) Upon timely payment to and receipt by the LBI Trustee of
the full Termination Fee, the LBI Trustee will be deemed
to have fully, finally and forever waived, settled,
and released the Fund and Adviser from all claims arising
from the Agreement. Similarly, the Fund and Adviser are
deemed to have fully, finally and forever waived, settled,
and released the LBI Trustee and the Securities Investor
Protection Corporation from all claims arising from the
Agreement.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history. Several other affiliates followed thereafter.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI
The Bankruptcy Court has approved Barclays Bank Plc's purchase
of Lehman Brothers' North American investment banking and
capital markets operations and supporting infrastructure for
US$1.75 billion. Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees. Nomura also bought
Lehman's operations in the Asia Pacific for US$225 million.
International Operations Collapse
Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008. The joint administrators have
been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LINCOLNSHIRE CAMPUS: Files Schedules of Assets & Debts
------------------------------------------------------
A. Real Property
Owned
Land and Buildings of Sedgebrook Property $30,050,000
in 800 Audubon Way, Lincolnshire,
Illinois 60069
B. Personal Property
B.1 Cash on hand 0
B.2 Bank Accounts
PNC - operating 274,290
Trustee Funds (BOA), Debt Service Fund 706,598
Trustee Funds (Bank Financial), Debt Service Fund 496,147
B.3 Security Deposits with public utilities 0
B.4 Household goods and furnishings 0
B.5 Books, picture and furnishings 0
B.6 Wearing apparel 0
B.7 Furs and jewelry 0
B.8 Firearms and sports 0
B.9 Interests in insurance policies 0
B.10 Annuities 0
B.11 Interests in an education IRA 0
B.12 Interests in IRA, ERISA, Keogh or other pension plan 0
B.13 Stock and interests in incorporated and
unincorporated businesses 0
B.14 Interests in partnerships or joint ventures 0
B.15 Government and corporate bonds and other negotiable
and non-negotiable instruments 0
B.16 Accounts receivable
Sedgebrook - working capital loan 6,941,548
Sedgebrook - working capital interest 356,035
Sedgebrook - due to/from 392,645
B.17 Alimony, maintenance and property settlements 0
B.18 Other liquidated debts owed to debtor,
including tax refunds 0
B.19 Equitable or future interests, life estates 0
B.20 Contingent and non-contingent interest 0
B.21 Other contingent and unliquidated claims 0
B.22 Patents, copyrights and other intellectual property 0
B.23 Licenses, franchises and other general intangibles 0
B.24 Customer lists and other compilations 0
B.25 Automobiles, trucks, trailers, and other vehicles 0
B.26 Boats, motors and accessories 0
B.27 Aircraft and accessories 0
B.28 Office equipment, furnishings and supplies
Furniture 22,654
Equipment 1,232,304
B.29 Machinery, fixtures and supplies
Computer software (book value) 104,869
B.30 Inventory 0
B.31 Animals 0
B.32 Crops 0
B.33 Farming equipment and implements 0
B.34 Farm supplies, chemicals and feed 0
B.35 Other personal property 0
TOTAL SCHEDULED ASSETS $40,577,094
============================================================
C. Property Claimed as Exempt n/a
D. Creditors Holding Secured Claims
Goods, services, trade, mechanics lien
Sedgebrook, Inc. $125,000,000
Sedgebrook, Inc. 73,511,230
Becker Electrical Group Inc. 591,305
Westside Mechanical, Inc. 498,569
Welch Drywall 323,739
Sherman Mechanical Inc. 268,512
Commercial Carpet Consultants, Inc. 242,819
Ascher Brothers Co., Inc. 208,228
South Shore Ironworks Inc. 208,163
Prate Installations Inc. 205,857
Cain Millwork, Inc. 184,558
Service Drywall & Decorating Inc. 168,133
G.W. Thiel, Inc. 166,334
Mitch's Greenthumb Landscaping Corp. 60,374
K-Tech Architectural Signage 58,659
Just Rite Acoustics, Inc. 53,400
Superior Truss & Panel 48,528
Streich Corporation 44,603
Illini Hardware 43,118
Valley Fire Protection Systems 25,954
Money Loaned TIF Bond
Village of Lincolnshire 14,255,000
Others 105,120
See http://bankrupt.com/misc/Lincolnshire_SchedD.pdf
E. Creditors Holding Unsecured Priority Claims
Taxes and certain other debts to gov't. units
Lake County Tax Collector Unknown
F. Creditors Holding Unsecured Non-priority Claims
Money Loaned ERC Funding
Erickson Retirement Communities, Inc. 35,852,870
Money Loaned Development Fees
Erickson Retirement Communities, Inc. 1,219,999
Intercompany Goods, Services, Trade
Erickson Retirement Communities, Inc. 3,011,423
Erickson Retirement Communities, Inc. 127,643
Trade debt, goods, services, trade
Erickson Construction, LLC 264,803
Tallgrass Creek Inc. 3,506
Art Litho Company 3,241
Cavanaugh Press 2,363
Canon Business Solutions Inc. 2,146
Gustafson Works 955
Callsource 858
American Express 787
RCM & D Inc. 470
Kenneth Weikal 437
Webb-Mason 376
Mike Sarab 359
Koeckritz International, Inc. 325
Hasler Financial Services 272
American Express 137
New Lifestyles 116
Sun Office Products 105
Airgas North Central 22
Ice Mountain 20
TOTAL SCHEDULED LIABILITIES $256,765,445
============================================================
About the Debtors
Lincolnshire Campus filed for Chapter 11 bankruptcy protection on
June 15, 2010 (Bankr. N.D. Tex. Case No. 10-34176). Vincent P.
Slusher, Esq., at DLA Piper LLP US, assists the Company in its
restructuring effort. The Company estimated its assets and debts
at $100,000,001 to $500,000,000.
Not-for-Profit Entities Sedgebrook, Inc. and Monarch Landing Inc.
filed for Chapter 11 on June 15, 2010.
The Lincolnshire Debtors and the NFP Debtors are affiliate of
Erickson Retirement Communities LLC.
Baltimore, Maryland-based Erickson Retirement Communities LLC,
along with affiliates, filed for Chapter 11 on Oct. 19, 2009
(Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves
as counsel to the Debtors. BMC Group Inc. serves as claims and
notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant. Alvarez & Marsal
is serving as restructuring adviser. Judge Stacey G.C. Jernigan
confirmed Erickson's Plan of Reorganization on April 16, 2010.
The confirmed Chapter 11 Plan is premised on the $365 million sale
of substantially all of the Erickson Retirement assets to Redwood
Capital Investments LLC and its affiliates. The Plan became
effective on April 30, 2010.
Erickson own 20 continuing care retirement communities in 11
states. Among Erickson's 20 communities, eight are completed, 11
are open although in construction, and one is in development.
They have 23,000 residents in total.
LINCOLNSHIRE CAMPUS: Files Statement of Financial Affairs
---------------------------------------------------------
Paul Rundell, chief restructuring officer of Lincolnshire Campus,
LLC, reports that Lincolnshire Campus has received income from
operation of its business during the two years immediately
preceding the Petition Date:
Year Income
---- -----------
01/01/10-05/31/10 $1,929,587
01/01/09-12/31/09 $4,619,849
01/01/08-12/31/08 $4,614,149
Mr. Rundell discloses that Lincolnshire Campus received income
other than from the operation of its business during the two
years preceding the Petition Date:
Year Income
---- ------------
01/01/10-05/31/10 $777,076
01/01/09-12/31/09 $453,781
01/01/08-12/31/08 $1,008,325
Lincolnshire Campus made payments, totaling $73,054, to creditors
within 90 days preceding the Petition Date, a breakdown of which
is available for free at:
http://bankrupt.com/misc/Lincolnshire_3bCredPayments.pdf
Lincolnshire Campus also made payments, aggregating $2,118,407,
within a year immediately preceding the Petition Date to or for
the benefit of creditors who are or were insiders. The largest
of the Insider Payments are:
Insider Amount Paid
------- -----------
Sedgebrook, Inc. $1,430,000
Erickson Retirement Communities, LLC 475,120
Redwood Management 213,287
A breakdown of the Insider Payments is available for free at:
http://bankrupt.com/misc/Lincolnshire_3cInsiderPayments.pdf
Lincolnshire Campus is or was a party to about 27 lawsuits
and administrative proceedings within one year immediately before
the Petition Date. A list of the lawsuits is available
for free at http://bankrupt.com/misc/Lincolnshire_4aLawsuits.pdf
Lincolnshire Campus closed its Account No. 1353 at PNC Bank in
August 2009.
The individuals who kept the books and records of Lincolnshire
Campus within two years before the Petition Date are:
Name Title
---- -----
Barbara Labuskes Vice President of Finance
Scott Thelen Senior Vice President of Finance
Sherrie Rovnan Senior Vice President of Finance
Kent Madigan Senior Director Finance
Neal Gantert Senior Director Finance
Jeremy Trimble Director Finance
Sandy Zinck Senior Director Finance
LeAnne Olson Assistant Controller
Mark Szczybor Assistant Controller
William Buckman Assistant Controller
Linda Sanchez Assistant Controller
Gail Patnaude Accounting Manager
Jeffrey Jacobson EVP, CFO, Treasurer
Tom Brod Executive Vice President Finance
Jim Walter Senior Vice President of Finance
Terry Dodge Vice President of Finance
Barbara Ireland Director of Finance
Pete Poore and Dominic Dubois of McGladrey & Pullen LLP have
audited the books and records of Lincolnshire Campus within two
years immediately preceding the Petition Date.
Lincolnshire Campus issued a financial statement to about 19
financial institutions within two years immediately preceding the
Petition Date. A list of the financial institutions is available
for free at:
http://bankrupt.com/misc/Lincolnshire_19DFinlStatParties.pdf
Erickson Retirement Communities, LLC, owns 100% in interest of
Lincolnshire Campus.
About the Debtors
Lincolnshire Campus filed for Chapter 11 bankruptcy protection on
June 15, 2010 (Bankr. N.D. Tex. Case No. 10-34176). Vincent P.
Slusher, Esq., at DLA Piper LLP US, assists the Company in its
restructuring effort. The Company estimated its assets and debts
at $100,000,001 to $500,000,000.
Not-for-Profit Entities Sedgebrook, Inc. and Monarch Landing Inc.
filed for Chapter 11 on June 15, 2010.
The Lincolnshire Debtors and the NFP Debtors are affiliate of
Erickson Retirement Communities LLC.
Baltimore, Maryland-based Erickson Retirement Communities LLC,
along with affiliates, filed for Chapter 11 on Oct. 19, 2009
(Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves
as counsel to the Debtors. BMC Group Inc. serves as claims and
notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant. Alvarez & Marsal
is serving as restructuring adviser. Judge Stacey G.C. Jernigan
confirmed Erickson's Plan of Reorganization on April 16, 2010.
The confirmed Chapter 11 Plan is premised on the $365 million sale
of substantially all of the Erickson Retirement assets to Redwood
Capital Investments LLC and its affiliates. The Plan became
effective on April 30, 2010.
Erickson own 20 continuing care retirement communities in 11
states. Among Erickson's 20 communities, eight are completed, 11
are open although in construction, and one is in development.
They have 23,000 residents in total.
LINCOLNSHIRE CAMPUS: SCD Raises Bid to $49 Million
--------------------------------------------------
Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas approved on July 23, 2010, the
proposed bid procedures, as amended, to govern the sale of
substantially all assets of Lincolnshire Campus, LLC, and its
debtor affiliates.
Judge Jernigan found that the Bid Procedures are fair, reasonable
and appropriate and are designed to maximize the recovery with
respect to the Sale Transaction.
Before the entry of the Bid Procedures Order and to resolve all
objections to the Bidding Procedures, the Lincolnshire Debtors
submitted to the Court on July 15, 2010, a supplement containing:
(i) a "First Amendment" to their Asset Purchase Agreement with
Senior Care Development, LLC, as the stalking horse bidder
of the Lincolnshire Debtors' assets; and
(ii) amended Bid Procedures.
Under the First Amendment to the APA, SCD will purchase
substantially all of the Lincolnshire Debtors' assets for an
aggregate purchase price of $49,270,000, composed of $20,000,000
cash plus the assumption of certain liabilities. The cash
component of the SCD bid is increased by $6,000,000 to total
$20,000,000, which will be allocated as: (i) $4,250,000 to
Monarch Landing, Inc.'s assets and (ii) $15,750,000 to
Sedgebrook, Inc.'s assets.
The Bid Procedures are also amended to reflect these terms:
(1) To be eligible to bid, each potential bidder must, among
others:
(a) offer to pay:
-- in the event of a joint bid for assets purchased
under the APA, a purchase price that is greater
than $50,970,000, which is the purchase price
contained in the APA of $49,270,000 plus the
Break-Up Fee of $1,500,000, plus the $200,000
initial bid increment; or
-- in the event of a separate bid for Monarch Landing
of $3,350,000 plus assumption of the debt
associated with Monarch Landing assigned under the
APA, or a separate bid for Sedgebrook for
$17,100,000 plus assumption of the debt associated
with Sedgebrook assigned under the APA.
(b) accompany its bid with a $2,000,000 good faith
deposit.
(2) In determining whether a bid is a qualified bid, the
Lincolnshire Debtors will consider certain factors,
including (i) the amount of the bid; (ii) the risks and
timing associated with consummating that bid; (iii) the
risks associated with any non-cash consideration in that
bid; (iv) the ability of the potential bidders to obtain
appropriate regulatory approvals; and (v) other factors
deemed relevant. The Lincolnshire Debtors will also share
all bids received with the Residents Committee and the
Bond Trustees within 36 hours of receipt.
The Sale process will follow this timeline:
* September 7, 2010 -- Deadline for Potential Bidders
to deliver their bids.
* September 10, 2010 -- Deadline for the Lincolnshire
Debtors to advise each
Potential Bidder that submits a
bid if its bid is a Qualified
Bid.
* September 14, 2010 -- Auction, if more than one
Qualified Bid is received
* September 17, 2010 -- Deadline to object to the Sale
* September 21, 2010 -- Sale Hearing
At the Auction, bidding will start at the purchase price the
Qualified Bid that represents the then-highest or best value to
the Lincolnshire Debtors or the "Baseline Bid" and continue in
increments of at least $200,000 in cash or cash equivalents for
joint bids and $100,000 for bids on any single projects.
Full-text copies of the SCD APA First Amendment and the Amended
Bidding Procedures are available for free at:
http://bankrupt.com/misc/Lincolnshire_1stAmndmnttoAPA.pdf
http://bankrupt.com/misc/Lincolnshire_AmBiddingProcs.pdf
Other Rulings
Judge Jernigan also approved certain protections to be entitled
to the Stalking Horse Bidder, including a $1,500,000 break-up fee
and an expense reimbursement not to $350,000. The Break-Up Fee
will be allocated as (i) $250,000 to Monarch Landing, and (ii)
$1,250,000 to Sedgebrook.
Judge Jernigan held that the Break-up Fee and Expense
Reimbursement entitled to SCD are reasonable and appropriate in
light of the size and nature of the proposed Sale Transaction and
comparable transactions, the commitments that have been made, and
the efforts that have been and will be expended by SCD.
The payment of the Break-Up Fee is expressly conditioned on the
consummation of the Sale Transaction to a party that is not SCD
or not affiliated with SCD, and will be paid solely from the
proceeds of the sale at closing of the Sale Transaction.
However, absent a Sale Transaction to a party that is not SCD or
an affiliate of SCD, the Expense Reimbursement portion of the
Break-Up Fee will be allowed and payable on the terms set forth
in the APA.
Parties Object to Bid Procedures,
File Exhibit Lists
Before the Court entered the Bid Procedures Order and before the
submission of the Amended Bid Procedures, the Official Residents
Committee, the Bond Trustees, Western Surety Company and certain
Lienholders made known to the Court their stand on the proposed
Bid Procedures.
A. Residents Committee
The Residents Committee said it generally supports the
proposed Bid Procedures. However, the Residents Committee
asserted that given the fact that the residents of Sedgebrook
and Monarch Landing are seniors, the Lincolnshire Debtors
should consider whether any purchaser will be able to provide
similar services and how a potential purchaser will operate
those facilities. The Residents Committee also urged the
Court to allow a break-up fee only to the extent needed to
compensate SCD and should not discourage qualified bidders
from participating in the sale process.
B. Bond Trustees
U.S. Bank National Association, as indenture trustee to bonds
of Sedgebrook, complained that the original proposed stalking
horse bid is woefully inadequate in that it fails to come
close to representing fair value for Sedgebrook's project
alone. Similarly, the proposed break-up fee is grossly
excessive in light of the proposed cash contribution of SCD's
original $43 million bid, U.S. Bank argued. U.S. Bank also
believes that the Bid Procedures will chill bidding on the
Sedgebrook assets. "The best way to maximize recovery for
Sedgebrook's estate is to allow potential bidders to choose
whether they want to bid for only the Sedgebrook assets
without being hamstrung by the requirement that they also
acquire the potentially undesirable Monarch assets," Trey A.
Monsour, Esq., at Haynes and Boone, LLP, in Dallas, Texas --
trey.monsour@haynesboone.com -- counsel to U.S. Bank pointed
out.
For its part, Wells Fargo National Bank Association, as
indenture trustee for bonds of Monarch Landing, asserted that
the Bid Procedures need to be clarified or modified:
(i) to include an appropriate allocation of the cash
portion of the SCD Bid and a process for allocating
among the Lincolnshire Debtors' estates the Break-Up
Fee, the bid increment of any subsequently
received joint bids;
(ii) with respect to whether bids will be entertained for
the individual projects and how those individual bids
will be treated at the auction;
(iii) with respect to the acceptance of non-cash bids and
acceptance of bids with contingencies;
(iv) with respect to the amount of discretion the
Lincolnshire Debtors have with respect to the
modification of the Bidding Procedures; and
(v) to allow Wells Fargo, as trustee for Monarch Landing's
bonds, to receive the bids and to have a representative
present at the auction.
The Bond Trustees also opposed the sale of any cash
collateral, including trust accounts with respect to Wells
Fargo and the Lincolnshire Debtors' operating account, which
held $7,000,000 on June 15, 2010 with respect to U.S. Bank.
The Bond Trustees further insisted that as secured creditors,
they are entitled to credit bid at the proposed sale. Counsel
to Wells Fargo, Daniel C. Scott, Esq., at Gardere Wynne Sewell
LLP, in Dallas, Texas -- dcscott@gardere.com -- contended that
the Lincolnshire Debtors' arguments against the right to
credit bid do not apply to the Bond Trustees because the
purported allegations of misconduct, lack of benefit to the
estate and lien complexity are not results of any taken by the
Bond Trustees.
C. Western Surety
"The Bidding Procedures Motion did not mention of what is to
happen to the obligations for which Western Surety issued its
surety bonds to the Lincolnshire Debtors," counsel to Western
Surety, Nancy H. Hamren, Esq., at Coats, Rose, Yale, Ryman &
Lee, P.C., in Houston, Texas -- nhamren@coatsrose.com --
argued. However, the Bid Procedures Motion made clear that if
the sale is consummated, the approved purchaser will not face
any liability from Western Surety or any other governmental
body arising out of the APA, she complained. Against this
backdrop, Western Surety asked the Court to condition the sale
on the submission of replacement surety bonds in amounts that
are acceptable to both the Illinois Department of
Transportation and Lake County Stormwater Management
Commission prior to the closing of any sale of Lincolnshire
Campus.
D. Lienholders
Certain lienholders opposed the sale of the Lincolnshire
Debtors' assets, including construction projects known as
Sedgebrook Renaissance Gardens and Sedgebrook Gardens 1.0 in
Lincolnshire, Illinois, owned by Lincolnshire Campus. The
Lienholders assert these lien claims against the Lincolnshire
Debtors:
Lienholder Lien Amount
---------- -----------
Commercial Carpet Consultants, Inc., et al. $1,794,546
Westside Mechanical Group, Inc. 498,569
Prate Installations, Inc., et al. 205,857
Joining Commercial Carpet's response are Cain Millwork, Inc.;
Superio Truss & Panel, Inc.; Sherman Mechanical, Inc.; Becker
Electrical Group; Just Rite Acoustics, Inc.; Valley Fire
Protection Systems, LLC; G.W. Thiel, Inc. and Service Drywall
and Decorating. Westside also joins in U.S. Bank's objection.
Prate Installation is joined by M.G.T. Trucking & Excavating,
Inc.; and Mitch's Greenthumb Landscaping Corp.
The Lienholders also complained that the Lincolnshire Debtors
have not sufficiently explained why the Sale Motion must be
approved and how the Bid Procedures will assure the best
possible sale price. The sale, if approved, will deprive the
creditors of the benefits and protections provided by the
Bankruptcy Code's plan and disclosure statement provisions,
the Lienholders alleged.
The Residents Committee and the Bond Trustees also submitted
witness and exhibit lists for the hearing on the Bid Procedures
Motion scheduled last July 16, 2010.
The parties disclosed the name of their witnesses:
(A) Lincolnshire Debtors -- Paul Rundell and Allen McMurtry
(B) Residents Committee -- any witness designated by any other
party
(C) U.S. Bank -- Chad J. Shandler with J.H. Cohn LLP and
designated representatives of the Lincolnshire Debtors
(D) Wells Fargo -- any witness (a) called or designated by any
other party or (b) necessary for rebuttal, foundation,
impeachment, or authentication
The Parties proffered these exhibits as evidence:
(A) The Lincolnshire Debtors -- the APA with SCD.
(B) Residents Committee -- certain documents, a list of which
is available for free at:
http://bankrupt.com/misc/Lincolnshire_ResCommExhibits.pdf
(C) U.S. Bank and Wells Fargo -- any exhibits designated by
any other party and any rebuttal exhibits as evidence at
the July 16 hearing
Lincolnshire Debtors Defend Bid Procedures
To address the objection lodged by the interested parties, the
Lincolnshire Debtors amended the Bid Procedures and presented the
amendments to the Court on July 15.
The Amended Bid Procedures allow for a dual-track auction process
that will permit prospective purchasers to bid on either the
Sedgebrook or Monarch Landing assets collectively or
individually. The Lincolnshire Debtors also revised the language
of the Amended Bidding Procedures to more clearly define the term
"Cash Collateral."
In response to U.S. Bank's objection to the prohibition on
credit-bidding, counsel to the Lincolnshire Debtors, Vincent P.
Slusher, Esq., at DLA Piper LLP, in Dallas, Texas, contended that
a credit bid by U.S. Bank would not benefit the Lincolnshire
Debtors' estates. "It is the Lincolnshire Debtors' concern that
the buyer of their assets be fully funded and experienced in the
ownership of similar facilities. U.S. Bank clearly is neither,"
he stressed. The presence of a credit bid right, where the
bondholders are so vastly undersecured, would discourage funded,
experienced operators from engaging in the auction, he further
argued.
Permitting the use of credit bidding could jeopardize the
Lincolnshire Debtors' ability to operate their healthcare
facilities, Mr. Slusher emphasized. The Illinois Attorney
General has made it very clear that should credit-bidding on the
Lincolnshire Debtors be permitted, he will exercise his power in
revoking their licenses. Without those licenses, the
Lincolnshire Debtors would no longer be capable of providing
healthcare services to the residents and the value of their
estates would decrease significantly, Mr. Slusher asserted.
The Lincolnshire Debtors intend to file their plan and related
disclosure statement before the September 14 Auction so that the
reorganization plan process will move contemporaneously with the
sale process, according to Mr. Slusher.
"Since the Lincolnshire Debtors' plan of reorganization will
confirm and approve the results of the Auction, the Bid
Procedures do not deprive any parties-in-interest of the benefits
and protections provided by the plan and disclosure statement
provisions of the Bankruptcy Code," Mr. Slusher maintained. "The
filing of a reorganization plan will also resolve the objections
of the Lienholders," he added.
About the Debtors
Lincolnshire Campus filed for Chapter 11 bankruptcy protection on
June 15, 2010 (Bankr. N.D. Tex. Case No. 10-34176). Vincent P.
Slusher, Esq., at DLA Piper LLP US, assists the Company in its
restructuring effort. The Company estimated its assets and debts
at $100,000,001 to $500,000,000.
Not-for-Profit Entities Sedgebrook, Inc. and Monarch Landing Inc.
filed for Chapter 11 on June 15, 2010.
The Lincolnshire Debtors and the NFP Debtors are affiliate of
Erickson Retirement Communities LLC.
Baltimore, Maryland-based Erickson Retirement Communities LLC,
along with affiliates, filed for Chapter 11 on Oct. 19, 2009
(Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves
as counsel to the Debtors. BMC Group Inc. serves as claims and
notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant. Alvarez & Marsal
is serving as restructuring adviser. Judge Stacey G.C. Jernigan
confirmed Erickson's Plan of Reorganization on April 16, 2010.
The confirmed Chapter 11 Plan is premised on the $365 million sale
of substantially all of the Erickson Retirement assets to Redwood
Capital Investments LLC and its affiliates. The Plan became
effective on April 30, 2010.
Erickson own 20 continuing care retirement communities in 11
states. Among Erickson's 20 communities, eight are completed, 11
are open although in construction, and one is in development.
They have 23,000 residents in total.
LISA YOUNG: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Lisa Gillian Young
dba Dali Productions, LLC
Casa
fdba Hawaiian Ice
2045 Araby Drive
Palm Springs, CA 92264
Bankruptcy Case No.: 10-33366
Chapter 11 Petition Date: July 26, 2010
Court: U.S. Bankruptcy Court
Central District of California (Riverside)
Judge: Catherine E. Bauer
Debtor's Counsel: Kevin M. Cortright, Esq.
Cortright & Valentine
27186 Newport Road, Suite 1
Menifee, CA 92584
Tel: (951) 200-7505
Fax: (951) 200-7506
E-mail: jk@cortrightandvalentine.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A copy of the Debtor's list of 7 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb10-33366.pdf
The petition was signed by the Debtor.
LSM HOTEL: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: LSM Hotel, LLC
1025 La Bonita Drive
Lake San Marcos, CA 92078
Bankruptcy Case No.: 10-13024
Chapter 11 Petition Date: July 26, 2010
Court: U.S. Bankruptcy Court
Southern District of California (San Diego)
Judge: Margaret M. Mann
Debtor's Counsel: Christopher W. Olmsted, Esq.
Barker Olmsted & Barnier, APLC
2341 Jefferson Street, Suite 200
San Diego, CA 92110
Tel: (619) 682-4040
E-mail: cwo@barkerolmsted.com
Estimated Assets: $500,001 to $1,000,000
Estimated Debts: $10,000,001 to $50,000,000
The Company did not file a list of creditors together with its
petition.
The petition was signed by Matthew C. DiNofia
LUCIEN LAGRANGE: Founder to Retire; Firm to Wind Up Affairs
-----------------------------------------------------------
Crain's reported that architect Lucien Lagrange is retiring as his
firm, Lagrange Architects, Ltd., filed for bankruptcy protection.
According to the report, Mr. Lagrange, 69, and one of the city's
most active designers for more than two decades, says the firm
filed for Chapter 11 protection as a way to wind up its affairs
and prevent him with being saddled with company debts after he
stops working.
Crain's relates that Mr. Lagrange's decision to retire comes as
two of his most important projects are under construction: Ritz-
Carlton Residences, a 40-story condominium tower at 664 N.
Michigan Ave., and Lincoln Park 2520, a three-building complex on
the site of the demolished Columbus Hospital, 2520 N. Lakeview
Ave.
Mr. Lagrange, according to Crain's, says he doesn't see
development rebounding for at least five years, when he might be
too old to undertake another major project.
Chicago, Illinois-based Lucien Lagrange Architects, Ltd., filed
for Chapter 11 on July 14, 2010 (Bankr. N.D. Ill. Case No. 10-
31268). The petition listed assets and debts of $1,000,001 to
$10,000,000. David K. Welch, Esq., at Crane Heyman Simon Welch &
Clar, represents the Debtor in its Chapter 11 case.
MAGIC BRANDS: Luby's Completes $63.5 Mil. Purchase of Assets
------------------------------------------------------------
New Mexico Business Weekly says Luby's Inc. completed the
acquisition of Fuddruckers Inc.'s assets including 59 company-
operated and 129 franchise Fuddruckers and Koo Koo Roo brands
locations as well as Magic Brands for $63.5 million.
About Luby's, Inc.
Luby's, Inc. operates 96 restaurants in Austin, Dallas, Houston,
San Antonio, the Rio Grande Valley and other locations throughout
Texas and other states. Luby's provides its customers with
quality home-style food, value pricing, and outstanding customer
service. Luby's Culinary Services provides food service
management to 17 sites consisting of healthcare, higher education
and corporate dining locations.
About Magic Brands
Based in Austin, Texas, Magic Brands, LLC --
http://www.fuddruckers.com/-- operates 62 Fuddruckers locations
in 11 states and 3 Koo Koo Roo restaurants in California. An
additional 135 Fuddruckers restaurants are operated by franchisees
who are small business owners and multi-unit operators.
Fuddruckers was founded in 1980 in San Antonio, Texas. It serves
hamburgers that are cooked to order and made with fresh
ingredients. Magic Brands purchased the chain in 1998 and has
sought to broaden its appeal by expanding its menu.
Magic Brands, LLC, and its operating units filed for Chapter 11 on
April 21, 2010 (Bankr. D. Del. Lead Case No. 10-11310). It
disclosed assets of up to $10,000,000 and debts of $10,000,001 to
$50,000,000. Affiliate Fuddruckers, Inc., also filed, listing
assets and debts of $50,000,000 to $100,000,000.
FocalPoint Securities, LLC, serves as investment banker to Magic
Brands and Goulston & Storrs serves as lead bankruptcy counsel.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.
MALL BOULEVARD: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Mall Boulevard V.V., LP, a California Limited Partnership
2651 Irvine Avenue, Suite 141
Costa Mesa, CA 92627
Bankruptcy Case No.: 10-20167
Chapter 11 Petition Date: July 23, 2010
Court: U.S. Bankruptcy Court
Central District of California (Santa Ana)
Judge: Erithe A. Smith
Debtor's Counsel: Christopher P. Walker, Esq.
505 S Villa Real Drive, Suite 204
Anaheim Hills, CA 92807
Tel: (714) 639-1990
Fax: (714) 637-1636
E-mail: cwalker@cpwalkerlaw.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
According to the schedules, the Company says that assets total
$7,580,500 while debts total $4,289,708.
A copy of the Company's list of 20 largest unsecured
creditors filed together with the petition is available
for free at http://bankrupt.com/misc/cacb10-20167.pdf
The petition was signed by Gary Kanter, general partner.
MARC BARNES: Voluntary Chapter 11 Case Summary
----------------------------------------------
Joint Debtors: Marc S. Barnes
Anne M. Barnes
2700 28th Street, N.W.
Washington, DC 20008
Bankruptcy Case No.: 10-00743
Chapter 11 Petition Date: July 26, 2010
Court: U.S. Bankruptcy Court
District of Columbia (Washington, D.C.)
Judge: S. Martin Teel, Jr.
Debtor's Counsel: Kim Yvette Johnson, Esq.
Law Offices of Kim Y. Johnson
P.O. Box 643
Laurel, MD 20725
Tel: (443) 838-3614
Fax: (410) 332-8033
E-mail: kimyjcounsel@aol.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Joint Debtors did not file a list of creditors together with
their petition.
The petition was signed by the Joint Debtors.
MARC MELLOUL: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Marc S. Melloul
aka Marc Salomon Melloul
Annie Melloul
aka Annie Cohen
Annie C Melloul
112 N Hamilton Drive # 303
Beverly Hills, CA 90211
Bankruptcy Case No.: 10-40882
Chapter 11 Petition Date: July 26, 2010
Court: U.S. Bankruptcy Court
Central District of California (Los Angeles)
Judge: Victoria S. Kaufman
Debtor's Counsel: Thomas P. Giordano, Esq.
500 State College Boulevard, Suite 530
Orange, CA 92868
Tel: (714) 912-7810
Fax: (714) 912-7860
E-mail: tohmahso@aol.com
Estimated Assets: $500,001 to $1,000,000
Estimated Debts: $1,000,001 to $10,000,000
A copy of the Joint Debtors' list of 10 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-40882.pdf
The petition was signed by the Joint Debtors.
MAYSVILLE INC: Gets Court OK to Sell Real Property to Fairchild
---------------------------------------------------------------
Maysville, Inc., obtained authorization from the U.S. Bankruptcy
Court for the Southern District of Florida to sell real property
at 480 N.E. 30th Street, Miami, FL 33137, Unit 1802 of Platinum
Condominium to Alexander Fairchild and/or his assigns for
$195,000. The closing will take place within 10 days after the
entry of the court order.
The Court heard that MUNB Loan Holdings, LLC (Mellon) consented to
the sale of the property which is secured by its lien/mortgage,
and to release same for less than full satisfaction of its claim.
Mellon isn't waiving any portion of its claim by the release of
its lien/mortgage on the property.
The Debtor isn't authorized to pay any real estate commissions to
Kamany Realty & Property Management, as the Court found that the
firm isn't disinterested. The real estate commission amount will
be paid by Mellon from the proceeds of the sale, provided that the
Debtor will transfer to Mellon at the closing the amount of the
Commission in additional to the other amounts due to Mellon.
The Court authorized the Debtor to (i) execute the documents
necessary to effectuate the sale of the property; (ii) pay the
reasonable, customary and necessary closing costs, through the
Debtor's account or through the closing agent's account(s); (iii)
exercise his business judgment as to the closing dates; and (iv)
to pay Miami-Dade Tax Collector's claims on the property being
sold.
The net proceeds, if any, will be paid to Mellon.
Miami, Florida-based Maysville, Inc., filed for Chapter 11
bankruptcy protection on June 28, 2010 (Bankr. S.D. Fla. Case No.
10-28244). Stan Riskin, Esq., who has an office in Plantation,
Florida, assists the Company in its restructuring effort. The
Company listed $24,690,000 in assets and $20,225,364 in
liabilities.
MERUELO MADDUX: Creditors Seek Docs Under FRBP Rule 2004
--------------------------------------------------------
Bankruptcy Law360 reports that creditors of Meruelo Maddux
Properties Inc. have asked a bankruptcy judge to compel the
company to produce certain documents under Rule 2004, saying the
information is necessary for the creditors committee to evaluate
competing Chapter 11 plans.
The official committee of unsecured creditors filed the request
Monday in the U.S. Bankruptcy Court for the Central District of
California, according Law360.
About Meruelo Maddux
Meruelo Maddux and its affiliates filed for Chapter 11 protection
on March 26, 2009 (Bankr. C. D. Calif. Lead Case No. 09-13356).
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring efforts. Asa S. Hami, Esq., Tamar
Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A
Prof Corp, represent the official committee of unsecured creditors
as counsel. The Debtors' financial condition as of December 31,
2008, showed $681,769,000 in assets and $342,022,000 of debts.
MICHAEL JEFFCOAT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Michael Dennis Jeffcoat
Debra Lynn Jeffcoat
2708 Patti Lane
Rogers, AR 72756
Bankruptcy Case No.: 10-73825
Chapter 11 Petition Date: July 23, 2010
Court: U.S. Bankruptcy Court
Western District of Arkansas (Fayetteville)
Judge: Ben T. Barry
Debtor's Counsel: Ronald L. Boyer, Esq.
Watkins, Boyer, Gray, Edwards & Noblin
1106 W. Poplar Street
Rogers, AR 72756
Tel: (479) 636-2168
Fax: (479) 636-6098
E-mail: bboyer@watkinslawoffice.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
A copy of the Joint Debtors' list of 20 largest unsecured
creditors filed together with the petition is available
for free at http://bankrupt.com/misc/arwb10-73825.pdf
The petition was signed by the Joint Debtors.
MIDWEST OIL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Midwest Oil of Minnesota, LLC
236 Grand Avenue
Saint Paul, MN 55102
Bankruptcy Case No.: 10-35450
Chapter 11 Petition Date: July 26, 2010
Court: United States Bankruptcy Court
District of Minnesota (St. Paul)
Judge: Robert J. Kressel
Debtor's Counsel: Bruce E. Scott, Esq.
204 E Main St.
P.O. Box 46
New Prague, MN 56071
Tel: (952) 758-4761
E-mail: bscott@bevcomm.net
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mnb10-35450.pdf
The petition was signed by Naomi Isaacson, CEO.
MONARCH LANDING: Files Schedules of Assets & Liabilities
--------------------------------------------------------
A. Real Property
Leased
Land and buildings of Naperville property
at 2255 Erickson Drive, Naperville,
Illinois 60563 $17,500,000
B. Personal Property
B.1 Cash on hand
Petty cash 1,525
B.2 Bank Accounts
Wells Fargo Trustee-held Funds 10,749,562
LaSalle Trust State Regulatory Escrow Account 2,228,344
PNC Operating Account 1,099,697
PNC MLN In House Gen Liab Account 303,422
Devon Bank Restricted Funds Account 146,999
Devon Bank Operating Account 15,681
B.3 Security Deposits with public utilities
Prepaid Expense Other 298,944
Whiteford, Taylor and Preston, LLP 91,462
Prepaid Insurance 62,354
McGuire, Craddock & Stother, P.C. 25,000
B.9 Interests in insurance policies Unknown
See http://bankrupt.com/misc/MonarchB9Insurance.pdf
B.16 Accounts receivable
Residents - Private Pay 163,392
Erickson Advantage 33,686
Accounts Receivable - Other 1,203
B.25 Vehicles 67,782
B.28 Office equipment, furnishings and supplies
Furniture and fixtures 584,262
Systems software 331,637
Equipment 255,741
Medical equipment 83,198
Vehicles 67,782
Systems hardware 2,691
B.30 Inventory
Book value 33,388
TOTAL SCHEDULED ASSETS $34,147,763
===========================================================
C. Property Claimed as Exempt n/a
D. Creditors Holding Secured Claims
Money Loaned Series A&B Bond Debt
Wells Fargo National Bank Association $141,909,230
Deposits by individual residents
Residents of Monarch Landing, Inc. 497,080
Secured Debt Resident Entrance Deposits
John/Jane Doe #605 527,000
John/Jane Doe #700 527,000
John/Jane Doe #630 519,000
John/Jane Doe #631 519,000
John/Jane Doe #650 519,000
John/Jane Doe #668 519,000
John/Jane Doe #669 519,000
John/Jane Doe #683 519,000
John/Jane Doe #606 519,000
John/Jane Doe #596 502,000
John/Jane Doe #649 499,000
John/Jane Doe #491 494,000
John/Jane Doe #516 494,000
John/Jane Doe #583 494,000
John/Jane Doe #602 487,000
John/Jane Doe #473 487,000
John/Jane Doe #442 479,000
John/Jane Doe #448 479,000
John/Jane Doe #453 479,000
John/Jane Doe #460 479,000
Others 75,643,772
See http://bankrupt.com/misc/MonarchSchedD.pdf
E. Creditors Holding Unsecured Priority Claims
Taxes and certain other debts to governmental units
Dupage County Tax Collector 834,659
F. Creditors Holding Unsecured Non-priority Claims
Money Loaned Lined of Credit
Naperville Campus, LLC 7,500,000
Trade debt, goods, services, trade
Skyline Restoration Inc. 30,219
Sysco Food Srvcs-Chicago 25,060
APCO Worldwide Washington DC 18,236
Prairie Point Corporation Park OA, Inc. 17,810
Get Fresh Produce 7,045
AT&T 5,793
Whiteford, Taylor & Preston 5,214
GMDesigns 5,027
Supreme Lobster 4,836
FCA Inc. 4,739
First Bankcard 4,387
Lencioni Wholesale Meats Inc. 4,092
Mickey's Linen 3,855
Grainger 3,213
Mark Grieshaber 2,850
Jeff Allen 2,625
Healthcare Cosmetology Services Inc. 2,014
American Express 1,679
Hershey Creamery Company 1,398
Inside Out Painting 1,300
Others 26,011
See http://bankrupt.com/misc/MonarchSchedF.pdf
TOTAL SCHEDULED LIABILITIES $236,622,144
===========================================================
About the Debtors
Lincolnshire Campus filed for Chapter 11 bankruptcy protection on
June 15, 2010 (Bankr. N.D. Tex. Case No. 10-34176). Vincent P.
Slusher, Esq., at DLA Piper LLP US, assists the Company in its
restructuring effort. The Company estimated its assets and debts
at $100,000,001 to $500,000,000.
Not-for-Profit Entities Sedgebrook, Inc. and Monarch Landing Inc.
filed for Chapter 11 on June 15, 2010.
The Lincolnshire Debtors and the NFP Debtors are affiliate of
Erickson Retirement Communities LLC.
Baltimore, Maryland-based Erickson Retirement Communities LLC,
along with affiliates, filed for Chapter 11 on Oct. 19, 2009
(Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves
as counsel to the Debtors. BMC Group Inc. serves as claims and
notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant. Alvarez & Marsal
is serving as restructuring adviser. Judge Stacey G.C. Jernigan
confirmed Erickson's Plan of Reorganization on April 16, 2010.
The confirmed Chapter 11 Plan is premised on the $365 million sale
of substantially all of the Erickson Retirement assets to Redwood
Capital Investments LLC and its affiliates. The Plan became
effective on April 30, 2010.
Erickson own 20 continuing care retirement communities in 11
states. Among Erickson's 20 communities, eight are completed, 11
are open although in construction, and one is in development.
They have 23,000 residents in total.
MOVIE GALLERY: Asks for Plan Exclusivity Until October 31
---------------------------------------------------------
Movie Gallery, Inc., and its debtor affiliates ask Judge Douglas
O. Tice Jr. of the U.S. Bankruptcy Court for the Eastern District
of Virginia to further extend their exclusive periods to file a
Chapter 11 plan through October 31, 2010, and to solicit
acceptances of that Plan through December 30, 2010.
The Debtors' time to file a Chapter 11 Plan is currently set to
expire on July 31, 2010, and their deadline to solicit
acceptances falls on September 30.
Section 1121(c) of the Bankruptcy Code provides that if a debtor
files a plan within the 120-day exclusive period, a debtor has an
initial period of 180 days after the Petition Date to solicit and
obtain creditor acceptances of the filed Chapter 11 Plan of
Reorganization.
Jeremy S. Williams, Esq., at Kutak Rock LLP in Richmond,
Virginia, tells the Court that the Debtors have reached an
agreement with their major stakeholders on the terms of a joint
plan of liquidation, and in fact filed a plan consistent with the
terms of that agreement on July 13, 2010. The Debtors anticipate
a schedule that would permit the plan to be considered by the
Court for confirmation during October of this year.
Mr. Williams says the Debtors seek this extension because they
anticipate that the current exclusive filing period will expire
prior to the Court's consideration of the Disclosure Statement
for their Plan, thereby presenting a risk of undue interference
and disruption to the confirmation process and the consensual
framework that has been struck in these cases.
The size and complexity of the Debtors' Chapter 11 cases is
another ground for the Debtors' request for an extension of their
exclusivity period, Mr. Williams relates. As of the Petition
Date, the Debtors' Chapter 11 Cases encompassed five debtors,
almost 2,500 retail locations throughout the United States, more
than 19,000 employees, and approximately three quarters of a
billion dollars in prepetition liabilities -- the combination of
which has given rise to a number of complex legal issues, he
says.
The decision of the Debtors, reached in consultation with
representatives of the Prepetition Secured Parties, the Committee
and representatives of certain of the Debtors' other major
creditors to proceed with a liquidation has resulted in the need
for the Debtors to shift their focus to the development and
implementation of an orderly and efficient liquidation process
and corresponding plan of liquidation, Mr. Williams explains.
The Debtors have engaged in vigorous, arm's-length negotiations
with the necessary and interested parties in the Chapter 11 cases
to ensure that the Plan is consensual, and in the best interests
of the estates. As of July 23, the Debtors have filed their Plan
of Liquidation and they look forward to proceeding towards prompt
confirmation of the Plan so as to minimize the administrative
expenses of, and maximize recoveries from, the estate. The
requested extension of the Exclusive Periods should provide
adequate time for the Debtors to obtain confirmation of the Plan,
Mr. Williams points out.
The Court will convene a hearing to consider the Debtors' request
on August 19, 2010, at 2:00 p.m. Prevailing Eastern Time.
Objections are due August 6.
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.
Bankruptcy Creditors' Service, Inc., publishes Movie Gallery
Bankruptcy News. The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Movie Gallery Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).
MOVIE GALLERY: Canada Unit Offers 50% Off in Liquidation Sale
-------------------------------------------------------------
Movie Gallery Canada, Inc., announced that the majority of its
inventory is now being discounted at prices 50% off and greater,
EMC News reports.
"Consumer response to the sale has been very strong," said David
Peress, president of Hudson Capital Partners. "The inventory has
been going fast, but there is still a good selection of current
and classic titles available. At these prices, which have been
reduced even further, consumers will need to act fast, as we
expect merchandise to move quickly," he added.
Upon completion of the sale, all 181 Movie Gallery Canada stores
are scheduled to close as soon as July 31 with the exact timing
of individual store closures to be determined on a store-by-store
basis, notes the report.
A joint venture group consisting of Schottenstein Bernstein
Corporation, Tiger Capital Group, and Hudson Capital Partners was
selected by the Company to conduct the liquidation sale of the
Company's assets, comprising inventory and furniture, fixtures
and equipment, according to EMC News.
The report further noted that the arrangement was approved by the
Superior Court of Justice by Order of the Honorable Mr. Justice
Campbell on June 11, 2010. The sale in 131 of the 181 store
locations was commenced by the agent on June 12, 2010, pursuant
to that order, affecting inventory valued at approximately
$33 million. That has since been expanded to include all 181
stores.
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.
Bankruptcy Creditors' Service, Inc., publishes Movie Gallery
Bankruptcy News. The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Movie Gallery Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).
MOVIE GALLERY: Submits Disclosure Statement; Hearing on Sept. 8
---------------------------------------------------------------
Movie Gallery Inc. and its units delivered to the United States
Bankruptcy Court for the Eastern District of Virginia on July 21,
2010, a Disclosure Statement describing their Joint Plan of
Liquidation.
In this regard, the Debtors ask Judge Douglas O. Tice to:
(1) Approve their Disclosure Statement;
(2) Set the Record Date and the Voting Deadline at three
calendar days after the entry of an Order approving the
Disclosure Statement;
(3) Set the Voting Deadline at 30 calendar days after the
Confirmation Hearing Notice is served;
(4) Approve certain procedures by which creditors entitled to
vote may vote to accept or reject the Plan;
(5) Approve the form of certain documents to be distributed in
connection with the solicitation of votes on the Plan;
(6) Authorize Kurtzman Carson Consultants LLC to assist the
Debtors in (a) distributing Solicitation Documents, (b)
receiving, tabulating and reporting on Ballots cast to
accept or reject the Plan by Holders of Claims against the
Debtors, (c) responding to inquiries from Holders of Claims
and Interests and other parties-in-interest relating to the
Disclosure Statement, the Plan, the Ballots, the
Solicitation Procedures and all other Solicitation
Documents;
(7) Approve the voting and general ballot tabulation
procedures.
Michael A. Condoyles, Esq., at Kutak Rock LLP, in Richmond,
Virginia tells the Court that in light of the Debtors' ultimate
determination that liquidation is the only feasible conclusion to
their chapter 11 cases, the Debtors have filed the Plan and
Disclosure Statement so as to complete the liquidations and
conclude these Chapter 11 cases as expeditiously and economically
as possible. The Debtors have already terminated their remaining
business operations and have liquidated the vast majority of
their assets, Mr. Condoyles relates.
According to Mr. Condoyles, the Disclosure Statement contains
adequate information regarding the Debtors' (a) extensive review
and analyses of their business, (b) thorough analyses of the
Plan; (c) the projected distributions to Holders of Claims; (d)
the effect of the Plan on Holders of Claims and Interests and (e)
the resultant liquidation of the Debtors if the Plan is confirmed
and consummated.
The Disclosure Statement also contains the pertinent information
necessary for Holders of Claims to make an informed decision
about whether to vote to accept or reject the Plan, Mr. Condoyles
said.
The Debtors will propose a Date for the Confirmation Hearing, Mr.
Condoyles added.
A full-text copy of the Debtors' Disclosure Statement is
available for free at:
http://bankrupt.com/misc/MG_DisclosureStatement.pdf
Solicitation Package
Through the Claims Agent, the Debtors intend to distribute the
Solicitation Packages on July 24, or at least 30 calendar days
before the Plan Objection Deadline. The Solicitation Package
contains copies of:
(a) if applicable, a letter in form and substance acceptable to
the Debtors, in their discretion, from the Debtors or
the Debtors' significant constituents urging the Holders in
each of the Voting Classes to vote to accept the Plan;
(b) the Disclosure Statement Order;
(c) with respect to the Holders of Claims in a Voting Class, an
appropriate form of Ballot and Ballot Instructions;
(d) the Confirmation Hearing Notice; and
(e) the approved form of the Disclosure Statement in
either paper or CD-ROM format.
General Ballot Tabulation
The Debtors propose to implement these procedures in tabulating
Ballots:
(a) except as otherwise provided, unless the Ballot being
furnished is timely submitted on or prior to the
Voting Deadline, the Debtors will reject that Ballot as
invalid and, thus, decline to count it in connection
with Confirmation;
(b) the Claims Agent will date and time-stamp all Ballots when
received. The Claims Agent will retain the original
Ballots and its electronic copy for a period of
one year after the Effective Date of the Plan, unless
otherwise ordered by the Bankruptcy Court;
(c) an original executed Ballot is required to be submitted by
the Entity submitting the Ballot. Delivery of a Ballot to
the Claims Agent by facsimile, e-mail or any other
electronic means will not be valid;
(d) the Debtors will File the Voting Report with the
Bankruptcy Court no later than five calendar days prior to
the Confirmation Hearing. The Voting Report will, among
other things, delineate every irregular Ballot including,
without limitation, those Ballots that are late or
illegible, unidentifiable, lacking signatures or lacking
necessary information, or are damaged. The Voting Report
will indicate the Debtors' intentions with regard to the
irregular Ballots;
(e) the method of delivery of Ballots to the Claims Agent is at
the election and risk of each Holder of a Claim;
(f) no Ballot should be sent to any of the Debtors, the
Debtors' agents, any indenture trustee or the Debtors'
financial or legal advisors and, if so sent, will not be
counted;
(g) if multiple Ballots are received from the same Holder of a
Claim with respect to the same Claim prior to the Voting
Deadline, the last Ballot timely received will supersede
and revoke any earlier received Ballot;
(h) Holders must vote all of their Claims within a particular
Class either to accept or reject the Plan and may not split
any votes. Accordingly, a Ballot that partially
rejects and partially accepts the Plan will not be counted;
(i) a person signing a Ballot in its capacity as a trustee,
executor, administrator, guardian, attorney in fact,
officer of a corporation or otherwise acting in a fiduciary
or representative capacity must indicate that capacity when
signing and, if required or requested by the applicable
Nominee or its agent, the Claims Agent, the Debtors or the
Bankruptcy Court, must submit proper evidence to the
requesting party to so act on behalf of the Holder or
Beneficial Holder;
(j) the Debtors, subject to contrary order of the Bankruptcy
Court, may waive any defects or irregularities as to any
particular Ballot at any time, either before or after the
close of voting, and any waivers will be documented in
the Voting Report;
(k) neither the Debtors, nor any other Entity, will be under
any duty to provide notification of defects or
irregularities with respect to delivered Ballots other than
as provided in the Voting Report, nor will any of them
incur any liability for failure to provide notification;
(l) unless waived by the Debtors, subject to contrary order of
the Bankruptcy Court, any defects or irregularities in
connection with Ballots or deliveries of Ballots must be
cured prior to the Voting Deadline or those Ballots will
not be counted;
(m) in the event a designation for lack of good faith is
requested by a party-in-interest under Section 1126(e) of
the Bankruptcy Code, the Bankruptcy Court will determine
whether any vote to accept or reject the Plan cast with
respect to that Claim will be counted for purposes of
determining whether the Plan has been accepted or rejected
by the Claim;
(n) subject to any contrary order of the Bankruptcy Court, the
Debtors reserve the right to reject any and all Ballots not
in proper form, the acceptance of which, in the opinion of
the Debtors, would not be in accordance with the provisions
of the Bankruptcy Code or the Bankruptcy Rules; provided
that any rejections will be documented in the Voting
Report;
(o) if a Claim has been estimated or otherwise Allowed for
voting purposes by an order of the Bankruptcy Court
pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure, the Claim will be temporarily Allowed in the
amount so estimated or Allowed by the Bankruptcy Court for
voting purposes only and not for purposes of allowance or
distribution;
(p) if an objection to a Claim is Filed, that Claim will be
treated in accordance with the procedures; and
(q) these Ballots will not be counted in determining the
acceptance or rejection of the Plan:
(1) any Ballot that is illegible or contains insufficient
information to permit the identification of the Holder
of the Claim or Claims;
(2) any Ballot cast by an Entity that does not hold a
Claim in a Class, which is a Class entitled to vote
on the Plan;
(3) any Ballot cast for a Claim listed in the Schedules as
contingent, unliquidated or disputed, or any
combination thereof, for which the applicable Claims
Bar Date has passed and no Proof of Claim was timely
Filed and for which no Resolution Event has occurred;
(4) any unsigned Ballot;
(5) any Ballot not marked to accept or reject the Plan or
any Ballot marked both to accept and reject the Plan;
and
(6) any Ballot submitted by any Entity not entitled to
vote pursuant to the procedures described.
The Court will convene a hearing to consider the motion on
September 8, 2010, at 2:00 p.m. Objections are due August 23.
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.
Bankruptcy Creditors' Service, Inc., publishes Movie Gallery
Bankruptcy News. The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Movie Gallery Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).
NEVERTELL FARM: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: NeverTell Farm Kentucky V, LLC
3204 Midway Road
Versailles, KY 40383
Bankruptcy Case No.: 10- 06418
Chapter 11 Petition Date: July 25, 2010
Court: U.S. Bankruptcy Court
Middle District of Florida (Jacksonville)
Judge: Jerry A. Funk
Debtor's Counsel: Eric S. Golden, Esq.
Burr & Forman LLP
450 South Orange Avenue, Suite 200
Orlando, FL 32801
Tel: (407) 244-0888
Fax: (407) 244-0889
E-mail: egolden@burr.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $10,000,001 to $50,000,000
Debtor-affiliates filing separate Chapter 11 petition:
Entity Case No. Petition Date
------ -------- -------------
Stone*Wall Farm Stallions IV,LLC 10-06411 07/24/10
Assets: $100,001 to $500,000
Debts: $10,000,001 to $50,000,000
Stone*Wall Farm Stallions XI,LLC 10-06410 07/24/10
Assets: $100,001 to $500,000
Debts: $10,000,001 to $50,000,000
The petitions were signed by Audrey Haisfield, manager.
A copy of NeverTell's list of 15 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb10-06418.pdf
A copy of Stone*Wall Farm Stallions IV's list of 20 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/flmb10-06411.pdf
A copy of Stone*Wall Farm Stallions XI's list of 6 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/flmb10-06410.pdf
NORTH AMERICAN TECH: Gets Court's Nod to Put Assets on Sale
-----------------------------------------------------------
North American Technologies Group, Inc., et al., sought and
obtained authorization from the Hon. Bill Parker of the U.S.
Bankruptcy Court for the Eastern District of Texas to sell
substantially all of the Debtors' assets. The Court has approved
the bid procedures.
The Debtors intend to sell substantially all of their assets
following the solicitation of qualified bids and an open, no-
reserve auction. In connection with the sale of the Assets and
Auction, the Debtors also intend to assume and assign certain
executory contracts and unexpired leases to the purchaser of the
Assets.
Prior to the Petition Date, the Debtors spent approximately three
months marketing the Assets through the Debtors' business broker,
VR Mergers & Acquisitions - St. Louis (the VR Mergers). The
Debtors have continued to market the Assets through VR Mergers
post-petition under the terms approved by the Court. While
significant interest was generated, the Debtors have been
unsuccessful in securing a stalking horse bidder prior to the
filing of the Debtors' motion. As a result of the lack of
liquidity of the Debtors and inability to generate revenue due to
its lack of operations, time is of the essence to conduct the sale
and Auction the Assets.
The deadline for the submission of bids is August 6, 2010, at
12:00 noon (CDT). The auction will be held on August 11, 2010, at
10:00 a.m. (CDT). The initial minimum required bid increment for
the Assets is $50,000. As the Auction proceeds, the Debtors, in
consultation with the oversight parties, will have the right to
change required bid increments at any time upon verbal notice to
bidders authorized to participate in the Auction.
The assumption/assignment objection deadline is August 9, 2010, at
5:00 p.m. (CDT).
The sale objection deadline is August 9, 2010, at 5:00 p.m. (CDT).
The sale hearing to consider approval of the sale motion, approval
of the Debtors' determination of the Successful Bidder and Backup
Bidder under the Bid Procedures, approval of the sale of all or
any portion of the Assets, and any timely-filed and served Sale
Objection, Assignment Objection, and Cure Amount Objection shall
be conducted on August 16, 2010, at 10:00 a.m. (CDT).
A copy of the bid procedures is available for free at:
http://bankrupt.com/misc/North_American_bidprocedures.pdf
Marshall, Texas-based North American Technologies Group, Inc.,
filed for Chapter 11 bankruptcy protection on March 18, 2010
(Bankr. E.D. Texas Case No. 10-20071). The Company estimated its
assets and debts at $10,000,001 to $50,000,000.
The Debtor's affiliate, TieTek, LLC (Case No. 10-20072) filed a
separate Chapter 11 bankruptcy petition on March 18, 2010, listing
$10 million to $50 million in assets and $50 million to
$100 million in debts.
NORTH EAST TRANSFER: Delayed Lease Payments Cue Bankruptcy Filing
-----------------------------------------------------------------
Jerry Lynott at The Times Leader reports that trucking company
North East Transfer Inc. filed for Chapter 11 bankruptcy after
being was ordered by a court to return 50 trailers due to missed
lease payments. Transport International Pool, which owned the
trailers, said North East is in arrears $228,794, and has not made
payments for more than a year. North East listed debts of less
than $50,000.
ONE COMMUNICATIONS: Moody's Affirms 'B3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service has affirmed One Communications Corp's
B3 corporate family rating and the B3 rating for the Company's
senior secured credit facilities, among other ratings, following
the announced agreement with nTelos to sell its FiberNet
subsidiary for $170 million in gross proceeds. Moody's expects
the acquisition to close by year end 2010. The Company intends to
use the net proceeds of about $150 million at closing to pay down
a portion of its outstanding term loan. Following the prepayment,
Moody's projects the Company's adjusted Debt/EBITDA leverage will
drop to less than 3.0x, from 4.1x at 1Q2010.
The rating outlook remains negative, as the Company still faces
significant execution risks in its turnaround plan. As such,
Moody's maintains a B3 probability of default rating reflecting
the rating agency's view that the risk of default over the rating
horizon remains elevated, despite the amendment and waiver the
Company reached with its bank group in July.
One Communications' B3 corporate family rating reflects the
expectation of reduced absolute debt balances, the relatively
short-term nature of the amendment obtained from the bank group
and challenges the management team faces in refinancing the credit
facilities or entering into a merger or sale transaction over the
next year.
Although the Company is one of the largest regional competitive
local exchange carriers, its operations in the northeastern USA
serve the most competitive telecommunications market in the
country, while its Midwest operations continue to be impacted by
regional macroeconomic forces. Concerns will persist about One
Communications' long term credit profile until it can demonstrate
a sustainable turnaround in its sales performance. On the other
hand, ratings are tempered by the Company's moderate leverage,
good free cash flow generation and the nine-month flexibility
afforded with respect to financial maintenance covenant compliance
under the credit facility amendment.
Moody's notes that the forbearance and waiver the company is
currently operating under expires in early 2011, and that it is
possible that One Communications will not be in covenant
compliance in 2011. Thus, the Company will need to seek new
financing or obtain another amendment from its lenders by the end
of first quarter 2011, which plays a role in the negative outlook
designation.
In Moody's view, the probability of a distressed exchange over the
rating horizon, which depending on the specifics of same, could be
viewed as analogous to a partial restructuring and deemed a
limited default, remains elevated. However, as Moody's stated in
its special comment on U.S. Competitive Local Exchange Carriers
(August 2009, document # 119811), that creditors' first option is
to work with a CLEC to help it avoid default, if a viable
turnaround plan is in place, given the potentially low recoveries
that a failed CLEC can bring. Therefore, Moody's believes that
One Communications' lenders may be more willing to keep the
Company out of bankruptcy if a realistic turnaround plan is in
place. If the Company is able to refinance the credit facility
and eliminate the threat of default through covenant breaches,
then Moody's would consider raising the Company's ratings.
Moody's most recent rating action for One Communications was on
December 22, 2009. At that time Moody's downgraded the Company's
corporate family rating to B3 from B2, following the Company's
announcement that it entered into a forbearance agreement with its
lenders regarding a potential covenant breach for the quarter
ended September 30, 2009.
One Communications is a CLEC headquartered in Burlington, MA. The
Company generated over $721 million in revenues in 2009.
ONE COMMUNICATIONS: S&P Downgrades Rating to 'CCC+' From 'B-'
-------------------------------------------------------------
S&P is concerned about U.S. CLEC One Communications' ability to
meet near-term financial covenants, most notably the 3.75x total
leverage covenant, which steps down materially to 2.50x at
March 31, 2011.
S&P is lowering its corporate credit rating on the company to
'CCC+' from 'B-' and removing it from CreditWatch with negative
implications.
S&P is also lowering the issue-level ratings on the company's
senior secured term loan revolver to 'CCC' from 'CCC+'.
The developing outlook reflects the possibility that S&P could
either lower the rating further or raise the them.
PACIFIC AVENUE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Pacific Avenue, LLC
EpiCentre Management
210 E Trade Street, Suite C-446 B
Charlotte, NC 28202
Bankruptcy Case No.: 10-32093
Chapter 11 Petition Date: July 22, 2010
Court: U.S. Bankruptcy Court
Western District of North Carolina (Charlotte)
Judge: George R. Hodges
Debtor's Counsel: Joseph W. Grier, III, Esq.
Grier, Furr & Crisp, P.A.
101 N. Tryon Street, Suite 1240
One Independence Center
Charlotte, NC 28246
Tel: (704) 332-0201
Fax: (704) 332-0215
E-mail: jgrier@grierlaw.com
Estimated Assets: $0 to $50,000
Estimated Debts: $50,000,001 to $100,000,000
The petition was signed by Afshin Ghazi, manager.
Debtor-affiliate filing separate Chapter 11 petition:
Entity Case No. Petition Date
------ -------- -------------
Pacific Avenue II, LLC -- --
Debtor's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Regions Bank, Admin Agent -- $87,064,076
P.O. Box 11816
Charlotte, NC 28220
Wilfong Properties, LLC -- $2,267,236
1919 East 8th Street
Charlotte NC 28204
Fulcrum Construction, LLC -- $1,277,036
1900 The Exchange, Suite 195
Atlanta, GA 30339
Clayco Corp. -- $800,000
2199 Innerbelt
Business Center Drive
St. Louis, M0 63114
Johnston, Allison & Hord, P.A. -- $448,227
Mr. Joe F. Teague, Jr.
Johnston Allison Hord
P.O. Box 36469
Charlotte NC 28236
Kone, Inc. -- $427,000
P.O. Box 429
Moline, IL 61266-0429
Wild Wing Caf‚ Epic Wings, LLC -- $192,000
Wayne J. Griffin Electric, Inc. -- $155,000
Jason's Deli -- $129,750
Excel Electrical Technologies -- $79,883
Cam-Ful Industries, Inc. -- $74,375
Charles H. Litaker, Inc. -- $69,000
Five Guys Burgers and Fries -- $57,530
Sign Art -- $55,101
Hard Rock Pavers, LLC -- $44,000
Bruegger's Bagels Brueggars -- $43,720
Enterprises, Inc.
Atlantic Coast Waterproofing, Inc. -- $28,000
ADW Architects -- $24,663
RHW Concrete, Inc. -- $20,000
Shawn Wilfong -- $19,764
PACIFIC NORTHERN: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Pacific Northern Corporation
505 Crescent Avenue
San Francisco, CA 94110
Bankruptcy Case No.: 10-32804
Chapter 11 Petition Date: July 26, 2010
Court: U.S. Bankruptcy Court
Northern District of California (San Francisco)
Judge: Dennis Montali
Debtor's Counsel: Melvin S. Hodges, Esq.
Law Offices of Melvin S. Hodges
610 16th Street, #223
Oakland, CA 94612
Tel: (510) 839-7711
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
According to the schedules, the Company says that assets total
$3,772,300 while debts total $2,753,376.
The Company did not file a list of creditors together with its
petition.
The petition was signed by Bruce C. Williams, vice president.
PAETEC HOLDING: Consummates 8-7/8% Sr. Secured Notes Offering
-------------------------------------------------------------
PAETEC Holding Corp. consummated its offer to exchange its
outstanding 8 7/8% Senior Secured Notes due 2017 which were sold
on January 12, 2010 in transactions not requiring registration
under the Securities Act of 1933, as amended, for an equal
aggregate principal amount of its newly issued 8 7/8% Senior
Secured Notes due 2017 which have been registered under the
Securities Act. All of the outstanding unregistered senior
secured notes, representing an aggregate principal amount of $300
million, were exchanged. PAETEC received no cash proceeds from
the issuance of the exchange notes in the exchange offer. The
exchange offer expired on July 23, 2010.
The new senior secured notes have terms substantially identical to
the terms of the original senior secured notes, except that the
offering of the new senior secured notes was registered under the
Securities Act, and the transfer restrictions, registration rights
and related additional interest terms applicable to the original
notes do not apply to the exchange notes. The terms of the new
notes are identical to those of the company's outstanding 8 7/8%
Senior Secured Notes due 2017 issued on November 3, 2009 in an
aggregate principal amount of $350 million.
The original notes surrendered in exchange for the new exchange
notes were retired and cancelled and may not be reissued.
Accordingly, the issuance of the exchange notes did not result in
any increase in PAETEC's outstanding indebtedness or in the
obligations of the guarantors of the notes.
About PAETEC Holding
PAETEC Holding Corp., through its subsidiaries, provides
integrated communications services, including local and long
distance voice, data, and broadband Internet access services,
primarily to business and institutional customers. On February 8,
2008, PAETEC Holding completed its combination by merger with
McLeodUSA Incorporated, which became a wholly owned subsidiary of
PAETEC Holding upon completion of the merger.
The Company's balance sheet at March 31, 2010, showed $1.4 billion
in total assets and $1.2 billion in total liabilities, for a total
stockholders' equity of $191.9 million.
Effective on June 1, 2009, the Company entered into a Second
Amendment and Waiver to its Credit Agreement with its lenders
which amends the Credit Agreement, dated as of February 28, 2007,
and amended as of June 27, 2007. The Amendment grants the Company
the right, at its option and subject to specified conditions,
voluntarily to prepay term loans outstanding under its term loan
facilities at any time and from time to time during a period
beginning on the effective date of the Amendment and ending 18
months after such effective date. The total cash payments to be
made by the Company in connection with such voluntary prepayments
may not exceed $100,000,000, excluding amounts applied to the
payment of accrued and unpaid interest and fees.
The Amendment also modifies some of the restrictive covenants in
the Credit Agreement primarily to permit the Company to issue
senior secured notes and to allow the Company and its subsidiaries
to incur indebtedness and related obligations under such notes if
specified conditions are satisfied.
* * *
As reported by the Troubled Company Reporter on June 18, 2009,
Standard & Poor's Ratings Services assigned PAETEC Holding's
proposed senior secured notes due 2017 an issue-level rating of
'B' (the same as the corporate credit rating) with a recovery
rating of '3', indicating expectations for meaningful (50%-70%)
recovery in the event of payment default. At the same time, S&P
affirmed all other ratings on PAETEC, including the 'B' corporate
credit rating. The outlook is stable.
Moody's Investors Service assigned a B1 rating to the senior
secured note issuance. Moody's affirmed all other ratings,
including the SGL-1 liquidity rating. The rating outlook remains
stable.
PATRICIA ANNE APARTMENTS: Auctioneers to Hold Foreclosure Auction
-----------------------------------------------------------------
National Commercial Auctioneers disclosed the foreclosure auction
of a fully-leased, 14-unit apartment complex in Portland, Oreg.,
on August 26 at 10 a.m. PDT, according to Stephen Karbelk, CAI,
AARE, President.
"What an excellent investment opportunity," explained Karbelk.
"This is a fully-leased complex consisting of 10 three-bedroom /
one bathroom units and four three-bedroom / one and a half
bathroom two-story units. All apartments but one include a one-
car garage."
Located at 737 SE 187th Avenue in Portland, the complex known as
the Patricia Anne Apartments is a garden-style community with
seven buildings totaling 14 two-story units with 1,127 square feet
each. The standard unit layout includes a kitchen, living
room/dining room on the main level and three bedrooms and a full
bath on the upper level. The units have standard kitchen
appliances, including: refrigerators, ranges with exhaust hoods,
dishwashers, and washer and dryer connections.
The buildings are heated and cooled by electric baseboard and
electric radiant systems. Each unit is individually metered for
electric. Water, sewer, and garbage are included in the monthly
rent. Each apartment contains a 50-gallon electric water heater.
The property has established landscaping with an irrigation system
throughout the complex. Chain link fencing lines the rear and
south perimeters. A single entrance drive provides access with an
asphalt-paved street and concrete driveways.
"Public transportation, shopping and restaurants are minutes from
the property," said Karbelk. "This is a rare opportunity to buy a
fully leased multi-family complex."
Bidders must register prior to the auction. The terms of sale
require payment in full at the auction. Please see the
foreclosure notice for complete terms and conditions. Broker
participation is encouraged. For more details about the property,
including how to obtain a property information package, visit
www.natcomauctions.com or call toll free (877) 895-7077.
National Commercial Auctioneers is a nationwide auction company
that specializes in the sale of commercial real estate at auction
for banks, special servicers, receivers, Trustee's and bankruptcy
courts.
PHILIS GROOMES-LOVE: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Philis Groomes-Love
aka Philis Marie Groomes-Love
3929 Magnolia Avenue
Lynwood, CA 90262
Bankruptcy Case No.: 10-40803
Chapter 11 Petition Date: July 26, 2010
Court: U.S. Bankruptcy Court
Central District of California (Los Angeles)
Judge: Sheri Bluebond
Debtor's Counsel: Philip D. Dapeer, Esq.
Philip Daoeer, a Law Corporation
2625 Townsgate Road, Suite 330
Westlake Village, CA 91361
Tel: (323) 954-9144
Fax: (323) 954-0457
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
According to the schedules, the Debtor says that assets total
$1,789,877 while debts total $3,174,605.
A copy of the Debtor's list of 19 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb10-40803.pdf
The petition was signed by the Debtor.
PINE MOUNTAIN: Plan Outline Hearing Scheduled for September 9
-------------------------------------------------------------
The Hon. Richard Stair Jr., of the U.S. Bankruptcy Court for the
Eastern District of Tennessee will consider on September 9, 2010,
at 10:00 a.m., approval of a Disclosure Statement explaining Pine
Mountain Properties, LLC's proposed Plan of Reorganization. The
hearing will be held at the Bankruptcy Courtroom 1-C, First Floor,
Howard H. Baker, Jr. United States Courthouse, Knoxville,
Tennessee. Objections, if any, are due on September 2.
According to the Disclosure Statement, the assets of the Debtor
will be developed in an orderly manner and residential lots and
commercial properties sold to the general public. Coast to Coast
Closing, LLC, a Florida Limited Liability Company, will make a DIP
loan senior to Green Bank, secured in the real assets of the
Debtor and the related Debtors to allow completion of the
development and associated proprty.
Under the Plan, the Debtor intends to treat claims as:
Class Treatment
----- ---------
1 Administrative Chapter 11 Pay in full at loan closing.
2 Priority Tax Claims Pay in full at loan closing.
3 Secured Green Bank Pay as a term obligation.
4 John Deere Leasing Pay insurance proceeds and then
as a term obligation.
5 General Unsecured Class 3% at DIP loan closing then pay
the balance as a term
obligation.
6 Deposit Class Retain right to repayment upon
sale of associated lot interest.
7 Insider Creditors Convert to 10% equity pro rata.
8 Member Interest Retain 10% equity pro rata.
The note to Green Bank will be re-amortized junior to the DIP
lending into a 10 year note with interest at a 3.25% rate. Green
Bank will be paid over time.
All proceeds from insurance will be paid to John Deere Credit,
Inc., and applied to secured note. The balance of the loan will
be paid over 60 months with 3.25% interest.
All unsecured creditors will be paid in full. They will be paid
3% on the 15th day of the first month after the closing of the
Plan funding note.
A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/PineMountain_DS.pdf
The Debtor is represented by:
Michael H. Fitzpatrick, Esq.
Jenkins & Jenkins Attorneys, PLLC
2121 First Tennessee Plaza
800 South Gay Street
Knoxville, TN 37929-2121
Tel: (865) 524-1873 ext. 222
About Pine Mountain Properties, LLC
Maryville, Tennessee-based Pine Mountain Properties, LLC, dba Pine
Mountain Properties, a limited liability corporation, was formed
to develop residential golf course community in Cambell County on
approximately 4,800 acres. At present, the golf course is
approximately 90% complete.
The Company filed for Chapter 11 bankruptcy protection on
April 14, 2010 (Bankr. E.D. Tenn. Case No. 10-31898). Steven G.
Shope, Esq., who has an office in Knoxville, Tennessee, assists
the Debtor in its restructuring effort. In its petition, the
Debtor estimated its assets and debts at $10,000,001 to
$50,000,000.
QB2 HOLDINGS: U.S. Trustee Unable to Form Creditors Committee
-------------------------------------------------------------
Charles F. McVay, the U.S. Trustee for Region 7, notified the U.S.
Bankruptcy Court for the Western District of Texas
that he was unable to appoint an official committee of unsecured
creditors in the Chapter 11 case of QB2 Holdings, LP.
The U.S. Trustee explained that there was no interest in forming a
creditors' committee because an insufficient number of unsecured
creditors attended the June 29 creditors meeting.
Austin, Texas-based QB2 Holdings, LP, filed for Chapter 11
bankruptcy protection on May 31, 2010 (Bankr. W.D. Tex. Case No.
10-11526). Stephen W. Sather, Esq., at Barron & Newburger, P.C.,
assists the Company in its restructuring effort. The Company
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in liabilities.
QB2 HOLDINGS: Files Schedules of Assets and Liabilities
-------------------------------------------------------
QB2 Holdings, LP, filed with the U.S. Bankruptcy Court for the
Western District of Texas
its schedules of assets and liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $4,570,000
B. Personal Property $0
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $2,863,400
E. Creditors Holding
Unsecured Priority
Claims $13,558
F. Creditors Holding
Unsecured Non-priority
Claims $1,613,251
----------- -----------
TOTAL $4,570,000 $4,490,209
Austin, Texas-based QB2 Holdings, LP, filed for Chapter 11
bankruptcy protection on May 31, 2010 (Bankr. W.D. Tex. Case No.
10-11526). Stephen W. Sather, Esq., at Barron & Newburger, P.C.,
assists the Company in its restructuring effort. The Company
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in liabilities.
QB2 HOLDINGS: Amends List of Largest Unsecured Creditors
--------------------------------------------------------
QB2 Holdings, LP, has filed with the U.S. Bankruptcy Court for the
Western District of Texas an amended list of its 20 largest
unsecured creditors, disclosing:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Chase Bank
P.O. Box 94014
Palatine, IL 60094 Credit Card $59,222
Home Depot
PO Box 66925
The Lakes, NV 88901 Credit Card $20,060
Citibusiness Visa
P.O. Box 183051
Columbus, OH 43218 Credit Card $19,997
American Express Credit Card $19,106
Advanta Bank Credit Card $17,426
FIA Card Services Credit Card $13,032
Adventure Electric Utilities-Electric $10,000
Internal Revenue Service 940/941 taxes $9,730
HSBC Retail Services Credit Card $8,780
Western States Fire
Protection Fire Protection $6,920
D.R. McGee Concrete Materials $5,000
Sale Amp Services $4,500
Champion Window Construction $4,270
Jackson Walker, LLP Attorney Fees $3,732
Aqua Systems Services $3,669
Trahan, Chuck Wages Owed $3,648
CitiBank Credit Card $3,225
Capitol Environmental Environmental $3,060
Guardian Protection
Services Protection $2,471
BMC Millwork Construction $2,327
Austin, Texas-based QB2 Holdings, LP, filed for Chapter 11
bankruptcy protection on May 31, 2010 (Bankr. W.D. Tex. Case No.
10-11526). Stephen W. Sather, Esq., at Barron & Newburger, P.C.,
assists the Company in its restructuring effort. The Company
listed $10,000,001 to $50,000,000 in assets and $1,000,001 to
$10,000,000 in liabilities.
QIMONDA AG: Sec. 365 Protections Not Guaranteed in Chapter 15
-------------------------------------------------------------
Addressing an issue of apparent first impression, WestLaw reports,
a federal district court in Virginia has held that 11 U.S.C. Sec.
365(n), the section of the Bankruptcy Code governing a debtor's
treatment of executory contracts relating to intellectual property
licenses, does not apply automatically in Chapter 15 proceedings.
Instead, the provision applies only in the discretion of a
bankruptcy court where circumstances warrant its invocation. The
absence of a cross-reference to Sec. 365(n) or even to Sec. 365
more generally in Sec. 1520(a), which enumerates statutory
provisions that apply automatically upon recognition of a foreign
proceeding that is a foreign main proceeding, pointed persuasively
to the conclusion that Sec. 365(n) is discretionary relief within
the ambit of Sec. 1521, the court reasoned. Moreover, when read
together, Secs. 1520 and 1521 distinguish between those Code
provisions that are typically implicated by, and central to,
Chapter 15 provisions, and additional relief that may be
appropriate in a more limited number of Chapter 15 proceedings.
Section 365(n) falls into the latter category. In re Qimonda AG
Bankruptcy Litigation, --- B.R. ----, 2010 WL 2680286 (E.D. Va.).
About Qimonda AG
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, Va.
Qimonda AG commenced insolvency proceedings in a local court in
Munich, Germany, on January 23, 2009. On June 15, 2009, QAG filed
a petition (Bankr. E.D. Va. Case No. 09-14766) for relief under
Chapter 15 of the U.S. Bankruptcy Code.
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 sought Chapter 11 protection (Bankr.
D. Del. Case No. 09-10589) on Feb. 20, 2009. Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Maris J. Finnegan, Esq.,
at Richards Layton & Finger PA, represent the Debtors.
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,
estimated more than US$1 billion in assets and debts. The
information, the Debtors said, was based on Qimonda Richmond's
financial records which are maintained on a consolidated basis
with Qimonda North America Corp.
QSGI INC: Has Until August 24 to Propose Chapter 11 Plan
--------------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida directed QSGI, Inc., et al., to file
a Chapter 11 Plan and Disclosure Statement by August 24, 2010.
Palm Beach, Florida-based QSGI, Inc., and its affiliates provide
technology services and maintenance geared towards both uses of
enterprise class hardware as well as the uses of business -
competing hardware. The Debtors filed for Chapter 11 on July 2,
2009 (Bankr. S.D. Fla. Lead Case No. 09-23658). Bradley S.
Shraiberg, Esq., at Shraiberg, Ferrara, Landau P.A., represents
the Debtors in their restructuring effort. The Debtors listed
between $10 million and $50 million each in assets and debts.
QUICKSILVER RESOURCES: Moody's Affirms 'B1' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service changed the rating outlook for
Quicksilver Resources, Inc., to stable from negative. This rating
action follows the company's announced agreement to sell its
midstream business and use the cash proceeds for debt reduction.
Moody's also affirmed Quicksilver's B1 Corporate Family Rating,
the B2 ratings on the company's senior unsecured notes, and the B3
senior subordinated notes rating.
"This transaction will significantly reduce Quicksilver's debt
burden and improve its liquidity," commented Pete Speer, Moody's
Vice President. "The company's leverage metrics will greatly
improve to more comfortable levels for the current natural gas
price environment."
Quicksilver announced an agreement to sell all of its interests in
Quicksilver Gas Services LP (KGS) to Crestwood Midstream Partners
II, LLC, a portfolio company of First Reserve Corporation. The
company will receive $701 million in cash at closing, with up to
an additional $72 million in earn-out payments in the future, for
100% of KGS's general partner and the common and subordinated
units owned by Quicksilver, and a $57 million note receivable that
Quicksilver had with KGS as of June 30, 2010. The transaction is
not subject to financing contingencies and is expected to close in
October 2010, subject to customary closing conditions.
The company's plan is to use the cash proceeds, net of expected
tax payments, to pay off its revolver borrowings. The transaction
will also remove $228 million of KGS' debt from Quicksilver's
consolidated balance sheet. While this debt was non-recourse to
Quicksilver, Moody's included this debt in Moody's analysis of the
company due to KGS' strategic importance. Pro forma for this
transaction as of March 31, 2010, Quicksilver's debt/proved
developed reserves declines from over $9/boe to around $6.50/boe,
while debt/production declines from about $48,000/boepd to
$34,000/boepd.
Following the close of the sale, the company will have
availability on substantially all of its revolving credit facility
which currently has a borrowing base of $1 billion. Quicksilver's
Speculative Grade Liquidity Rating remains SGL-3 pending the close
of the transaction, at which time Moody's will assess whether
raising the SGL ratings is warranted based on the company's
capital spending plans, hedging of forward production, covenant
compliance headroom and other considerations.
The stable outlook reflects Moody's expectation that the sale will
close and the proceeds will be used for debt reduction. If
Quicksilver is able to maintain debt/PD reserves at pro forma
levels and achieve leverage on production less than $30,000/boepd,
a positive outlook or ratings upgrade could occur. If the company
makes a leveraging acquisition or this sales transaction is not
completed, the outlook could be changed to negative or the ratings
downgraded.
The last rating action on Quicksilver was on August 11, 2009, when
Moody's assigned B2 ratings to the company's senior notes issuance
and affirmed the B1 CFR.
Quicksilver Resources, Inc., is an independent exploration and
production company headquartered in Fort Worth, Texas.
R. ESMERIAN: Fred Leighton Trustee Wants Suit vs. Former Owner
--------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the creditors'
trustee for Fred Leighton LLC is seeking approval from the
bankruptcy judge at a hearing on Aug. 26 to continue a lawsuit
against the company's former owner, Ralph Esmerian, even though
Esmerian and his company are now themselves in Chapter 11.
In view of the automatic halt on lawsuits resulting from
Esmerian's Chapter 11 cases, the trustee for the creditors' trust
from the Leighton case needs permission from the bankruptcy court
to continue three lawsuits previously brought against Esmerian and
the company that bears his name.
According to the report, the three suits contend that Esmerian
caused the Leighton company to improperly transfer more than $66
million both before and after the Leighton bankruptcy.
Bloomberg relates that to fend off what likely would have been a
push for a trustee to take over the new cases, Mr. Esmerian and
his company had a motion on the court's calendar last week for
appointment of an examiner with expanded powers who would "oversee
financial affairs generally" and be in charge of asset sales. The
bankruptcy judge is yet to decide if there should be an examiner.
About R. Esmerian Inc.
Mr. Esmerian and his company R. Esmerian Inc. were hit with
involuntary Chapter 7 petitions (Bankr. S.D.N.Y. Case Nos.
10-12721 and 10-12719) by creditors alleging they are owed
$40 million. Stewardship Credit Arbitage Fund LLC, Stewardship
Credit Arbitage Fund Ltd. and Northlight Fund LP claim to be owed
$40 million in total and related that the debt stems from a
$25 million loan made in December 2006 to R. Esmerian Inc. from
Acorn Capital Group LLC. The funding was eventually increased to
$40 million and assigned as promissory notes to the three
creditors,
who now say they're owed interest and other fees, in addition to
the principal.
Ralph Esmerian owned liquidated antique jewelry retailer Fred
Leighton LLC. Mr. Esmerian was the one who ushered Fred
Leighton into Chapter 11 in 2008, seeking to dodge an attempt by
Christie's to put a $75 million collection of jewels on the
auction block, at the request of lender Merrill Lynch. The
jeweler eventually sold some of its assets to a group led by
Madison Avenue jeweler Kwiat -- but Esmerian couldn't prevent the
Christie's sale entirely. A 2009 Christie's auction of select
Fred Leighton jewels brought in $15.3 million to the estate.
RICHARD GETTY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Richard K. Getty
Rhonda L. Getty
1145 Broadway Plaza
Tacoma, WA 98402
Bankruptcy Case No.: 10-46061
Chapter 11 Petition Date: July 26, 2010
Court: United States Bankruptcy Court
Western District of Washington (Tacoma)
Judge: Brian D. Lynch
Debtor's Counsel: James L. Day, Esq.
Bush Strout & Kornfeld
601 Union St., Suite 5000
Seattle, WA 98101
Tel: (206) 292-2110
E-mail: jday@bskd.com
Estimated Assets: $50,000,001 to $100,000,000
Estimated Debts: $50,000,001 to $100,000,000
The petition was signed by the Joint Debtors.
Joint Debtors' List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Intervest Mortgage Guaranteed debt $23,985,000
Attn: Dave Clay
5005 SW Meadows Rd, Ste. 400
Lake Oswego, OR 97035
Washington Trust Bank Guaranteed debt $17,000,000
Attn: Kevin Blair
10500 NE 8th St. #1100
Bellevue, WA 98004
Sterling Savings Guaranteed debt $13,462,303
c/o Les Weatherhead
1100 U.S. Bank Bldg.
Spokane, WA 99204
Washington Trust Bank Guaranteed debt $7,500,000
Attn: Kevin Blair
10500 NE 8th St. #1100
Bellevue, WA 98004
Washington Trust Bank Guaranteed debt $7,000,000
Attn: Kevin Blair
10500 NE 8th St. #1100
Bellevue, WA 98004
Bank of America Guaranteed debt $5,250,000
Attn: Jayna Motzkus
280 S. Capitol Blvd
Boise, ID 83702
BALC $4,500,000
c/o John T. John
2801 Alaskan Way, #300
Seattle, WA 98121
Washington Trust Bank Guaranteed debt $3,500,000
Attn: Kevin Blair
10500 NE 8th St. #1100
Bellevue, WA 98004
Pacific Continental Bank Guaranteed debt $3,200,000
c/o Raine Olson et al
101 South Capitol Blvd.
U.S. Bank Plaza, Ste. 208
Boise, ID 83704
Bank of America Guaranteed debt $3,200,000
Attn: Chris Sotir
111 Westminister St. Fl. 16
Providence, RI 02903
Bank of America Guaranteed debt $2,483,404
P.O. Box 5170
Simi Valley, CA 93062-5170
Columbia Bank Guaranteed debt $2,100,000
Attn: Jan Furey
P.O. Box 2156
Tacoma, WA 98401
Hopkins Financial Guaranteed debt $2,000,000
Attn: Randy Hopkins
910 East Carol Street
Meridian, ID 83646-1825
Columbia Bank Guaranteed debt $2,000,000
Attn: Jan Furey
P.O. Box 2156
Tacoma, WA 98401
The Commerce Bank Guaranteed debt $1,495,013
Attn: Norm Rea
601 Union St. #3600
Seattle, WA 98101
Cowlitz/Bay Bank Guaranteed debt $1,300,000
Attn: Terry Minnihan
P.O. Box 1518
Longview, WA 98632
Key Bank Guaranteed debt $1,269,074
Attn: Penny Rohrs
Mailcode: WA-31-01-0475
P.O. Box 11500
Tacoma, WA 98411-5500
Fortune Bank Guaranteed debt $1,214,100
Attn: Larry Crowe
1201 Third Ave. Ste. 700
Seattle, WA 98101
First Horizon Bank Guaranteed debt $1,168,591
Mail Code 6412
4000 Horizon Way, Ste. 100
Irving, TX 75063
Banner Bank Guaranteed debt $1,101,311
P.O. Box 907
Walla Walla, WA 99362
RSC HOLDINGS: Extends Exchange Offer for 10-1/4% Notes to July 30
-----------------------------------------------------------------
RSC Equipment Rental, Inc., an Arizona corporation, and RSC
Holdings III, LLC, a Delaware limited liability company, have
extended their offer to exchange $200,000,000 in aggregate
principal amount of their 10-1/4% Senior Notes due 2019, which
have been registered under the Securities Act of 1933, as amended,
for equal principal amounts of their outstanding 10-1/4% Senior
Notes due 2019, which were issued on November 17, 2009.
The Exchange Offer was originally scheduled to expire at
5:00 p.m., New York City time, on July 27, 2010, unless extended.
As of the close of business on July 27, 2010, $198,110,000 in
aggregate principal amount of the old notes have been confirmed as
tendered in exchange for like principal amounts of the new notes.
The new expiration date for the Exchange Offer is 5:00 p.m., New
York City time, July 30, 2010, unless further extended by the
Issuer.
The terms of the new notes will be substantially identical to
those of the old notes, except that the transfer restrictions and
registration rights relating to the old notes will not apply to
the new notes.
About RSC Holdings
RSC Holdings Inc. (NYSE: RRR) -- http://www.RSCrental.com/--
based in Scottsdale, Arizona, is the holding company for the
operating entity RSC Equipment Rental, Inc., which is a premier
provider of rental equipment in North America, servicing the
industrial, maintenance and non-residential construction markets
with $2.3 billion of equipment at original cost. RSC offers
superior equipment availability, reliability and 24x7 service to
customers through an integrated network of 459 branch locations
across 40 states in the United States and three provinces in
Western Canada.
RSC Holdings reported total assets of $2.690 billion including
cash and cash equivalents of $11.029 million, against total
liabilities of $2.723 billion, resulting in stockholders' deficit
of $33.758 million at June 30, 2010.
RSC HOLDINGS: June 30 Balance Sheet Upside-Down by $33.7 Million
----------------------------------------------------------------
RSC Holdings Inc. reported total assets of $2.690 billion
including cash and cash equivalents of $11.029 million, against
total liabilities of $2.723 billion, resulting in stockholders'
deficit of $33.758 million at June 30, 2010.
RSC Holdings said total revenue was $301 million and rental
revenue was $260 million for the quarter ended June 30, 2010,
compared with $327 million and $271 million, respectively, for the
same period last year. The company reported a second quarter net
loss of $22 million, or $0.21 per diluted share, compared with a
net loss of $11 million, or $0.11 per diluted share, for the
second quarter 2009.
Adjusted EBITDA was $92 million for the quarter, compared with
$108 million for the same period last year. Adjusted EBITDA margin
was 30.6% for the second quarter, compared with 33.1% in 2009. The
change in profitability and margins primarily reflects excess
rental industry fleet capacity and the resulting negative impact
on pricing, partially offset by increased volume and the savings
realized from the company's cost-cutting initiatives.
Erik Olsson, President and Chief Executive Officer, stated: "We
are seeing 2010 play out in the way we expected, with the positive
momentum from the first quarter continuing and strengthening
throughout the second quarter. The market was mixed in the first
half of the year but steadily improving. We correctly identified
early signs of improving customer demand and responded with
increased sales activities, and by investing in our rental fleet
and rental staff. This resulted in year-to-date fleet on rent
growth of 35%. Our leading position in serving the industrial end
market enabled us to meet or exceed our second quarter revenue,
adjusted EBITDA, and free cash flow expectations. In addition, our
strong operating model and focus on service allow us to continue
to exceed customer expectations, as demonstrated by world class
customer loyalty scores."
Outlook for 3Q10 and FY 2010
Business activity in the company's primary end-market, industrial,
improved on a year-over-year basis in the second quarter and the
Company anticipates this trend will continue in the second half of
the year. The non-residential construction market continued to
decline slightly in the second quarter and while the decline is
slowing the Company anticipates growth will remain slightly
negative in the third quarter of 2010. Industry wide fleet levels
continue to exceed demand and as a result rental rates will remain
under pressure.
The company expects utilization and fleet on rent to continue to
build in the third quarter resulting in positive year-over-year
volume growth and rental revenues for the third quarter are
expected to be favorable on a year-over-year basis. However, while
pricing continues to improve the company expects that it will
remain challenging in the third quarter.
Results are expected in the ranges that follow:
Q3 2010
-------
Rental revenues $285 - $300 million
Total revenues $325 - $340 million
Adjusted EBITDA $115 - $125 million
Free cash flow $30 - $40 million
The company expects to generate $70 to $100 million of free cash
flow for full-year 2010, consistent with its previous estimate.
Mr. Olsson concluded: "Our second quarter performance with strong
momentum building in fleet on rent and sequential pricing has
carried over into the third quarter. Market demand is improving
each month and we expect improved year-over-year comparisons to
continue in the third quarter. We are extremely well positioned to
respond to the improving customer demand with a compelling value
proposition, industry leading customer service, our high quality
fleet and scalable business model."
About RSC Holdings
RSC Holdings Inc. (NYSE: RRR) -- http://www.RSCrental.com/--
based in Scottsdale, Arizona, is the holding company for the
operating entity RSC Equipment Rental, Inc., which is a premier
provider of rental equipment in North America, servicing the
industrial, maintenance and non-residential construction markets
with $2.3 billion of equipment at original cost. RSC offers
superior equipment availability, reliability and 24x7 service to
customers through an integrated network of 459 branch locations
across 40 states in the United States and three provinces in
Western Canada.
SAINT VINCENTS: Has August Auction for Home Health Biz
------------------------------------------------------
Bill Rochelle at Bloomberg News reports that St. Vincent Catholic
Medical Centers received approval from the bankruptcy court to
hold auctions on Aug. 10 and 11 for its certified home health-care
agency and the long-term health-care program. The hearing for the
approval of both sales is set for Aug. 19 under procedures
approved July 23 by the bankruptcy judge in New York.
According to the report, for the home health-care agency, the
first bid of $15 million will come from North Shore University
Hospital. For the long-term health-care program, Metropolitan
Jewish Health Care Inc. will open the auction with an offer of
$17.1 million. For both, competing bids are initially due Aug. 5.
About Saint Vincents
St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition April 14, 2010, in New York
(Bankr. S.D.N.Y. Case No. 10-11963). The new petition listed
assets of $348 million against debt totaling $1.09 billion.
Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter
11 effort.
Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have a "a realistic
chance" of paying all creditors in full, the bankruptcy left the
medical center with more than $1 billion in debt. The new filing
occurred after a $64 million operating loss in 2009 and the last
potential buyer terminated discussions for taking over the
flagship hospital.
Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/
-- is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.
Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).
SANFORD HOROWITZ: Plan Outline Hearing Continued Until Sept. 13
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has continued until September 13, 2010, at 10:00 a.m., the
approval of Sanford Jay Horowitz' original Liquidating Plan and
Disclosure Statement. Objections, if any, are due August 30.
As reported in the Troubled Company Reporter on July 5, 2010, the
Debtor is proposing that claims will be paid from the proceeds
from various sale of various assets.
The Plan proposes to pay his creditors in full on the effective
date, estimated to be on February 15, 2011. The Debtor will act
as the disbursing agent for the purpose of making all
distributions provided for under the Plan, without separate
compensation.
A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/SanfordJay_DS.pdf
About Sanford Jay Horowitz
Based in Calabasa, California, Sanford Jay Horowitz aka Sandy
Horowitz filed for Chapter 11 protection on Nov. 3, 2009 (Bankr.
C.D. Calif. Case No. 09-24651). Peter M. Lively, Esq., at The
Law Offices of Peter M Lively, represents the Debtor. In its
petition, the debtor listed assets of between $10 million and
$50 million, and debts of between $1 million and $10 million.
SB PARTNERS: Posts $201,790 Net Loss for First Quarter
------------------------------------------------------
SB Partners filed its quarterly report on Form 10-Q, reporting a
net loss of $201,790 on $963,143 of revenue for the three months
ended March 31, 2010, compared with a net loss of $6,139,112 on
$963,090 of revenue for the same period of 2009. For the three
months ended March 31, 2009, the partnership's equity interest in
the loss of Sentinel Omaha, LLC, was roughly $5,942,000.
The partnership's balance sheet at March 31, 2010, showed
$37,731,470 in assets and $38,973,584 of liabilities, for a
partners' deficit of $1,242,114.
As reported in the Troubled Company Reporter on June 15, 2010,
Dworken, Hillman, LaMorte and Sterczala, P.C., in Shelton,
Connecticut, expressed substantial doubt about SB Partners'
ability to continue as a going concern after auditing the
partnership's financial statements for the fiscal year ended
December 31, 2009. The independent auditors noted that the
partnership's unsecured credit facility matured on February 28,
2009, and the partnership has not yet been able to arrange a
replacement loan, extension or refinancing.
The outstanding amount of the Loan at March 31, 2010, was
$22,000,000.
A full-text copy of the quarterly report is available for free at:
http://researcharchives.com/t/s?6722
Milford, Conn.-based SB Partners is a New York limited partnership
engaged in acquiring, operating and holding for investment a
varying portfolio of real estate interests. As of March 31,
2010, the partnership owns an industrial flex property in Maple
Grove, Minnesota and warehouse distribution centers in Lino Lakes,
Minnesota and Naperville, Illinois.
In addition, the Company has a 30% interest in Sentinel Omaha,
LLC. Sentinel Omaha is a real estate investment company which
currently owns 24 multifamily properties and 1 industrial property
in 17 markets. Sentinel Omaha is an affiliate of the
partnership's general partner.
SEA LAUNCH: Court Approves Chapter 11 Plan of Reorganization
------------------------------------------------------------
The Associated Press reports that the U.S. Bankruptcy Court for
the District of Delaware approved a Chapter 11 plan of
reorganization filed in May by Sea Launch Co. The Plan is
undergoing U.S. regulatory review.
Under the Plan, Russia's S.P. Korolev Rocket & Space Corp. Energia
will acquire between 85% and 95% of the stock of reorganized Sea
Launch, with the difference depending on whether other creditor
classes accept it. The reorganization is to be financed by a $140
million equity commitment and $200 million in debt financing.
Unsecured customers and suppliers owed some $120 million are in
line for a recovery of about 17.5% if they vote for the plan.
Investors Boeing Co. and Norway's Aker Maritime Finance AS, if
they are found to have valid claims, will take home 5% of the
stock for the estimated $1.76 billion they are owed.
About Sea Launch
Sea Launch Company, L.L.C., is a satellite-launch services
provider that offers commercial space launch capabilities from the
Baikonur Space Center in Kazakhstan. Its owners include Boeing
Co., RSC Energia, and Aker ASA.
Sea Launch filed for Chapter 11 on June 22, 2009 (Bankr. D. Del.
Case No. 09-12153). Joel A. Waite, Esq., and Kenneth J. Enos,
Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington,
Delaware, serve as the Debtor's counsel. At the time of the
filing, the Company said its assets range from US$100 million to
US$500 million and debts are at least US$1 billion.
SEDGEBROOK INC: Files Schedules of Assets & Liabilities
-------------------------------------------------------
A. Real Property
Leased
Land and Buildings of Sedgebrook property
At 800 Audubon Way, Lincolnshire,
Illinois 60069 $30,050,000
B. Personal Property
B.1 Cash on hand
Petty cash 900
B.2 Bank Accounts
US Bank Trustee-Held Funds 18,615,967
PNC Operating Account 7,103,096
LaSalle Trust State Regulatory Escrow Account 1,354,535
PNC SED In House Gen Liab Account 435,096
Devon Bank Restricted Funds Account 203,366
Devon Bank Local Operating Account 15,802
B.3 Security Deposits with public utilities
Prepaid Expense Other 414,490
Whiteford, Taylor and Preston, LLP 124,540
Prepaid Insurance 87,419
McGuire, Craddock & Stother, P.C. 25,000
B.9 Interests in insurance policies Unknown
See
http://bankrupt.com/misc/SedgebrookB9InsurancePolicies.pdf
B.16 Accounts receivable
Residents - Private Pay 328,816
Residents - Medicare Part A 295,701
Residents - Co - Insurance 147,343
Erickson Advantage 76,999
Residents - Outpatient Therapy 8,543
Residents - Medicare Part B 1,835
Residents - Managed Care 1,581
Others 1,116
B.25 Automobiles other vehicles 31,918
B.28 Office equipment, furnishings and supplies
Furniture and fixtures 1,139,608
Equipment 327,418
Studio equipment 541
Medical equipment 13,919
Vehicles 31,918
Systems software 648,719
Systems hardware 267
B.30 Inventory
Book value 54,904
TOTAL SCHEDULED ASSETS $61,541,370
===========================================================
C. Property Claimed as Exempt n/a
D. Creditors Holding Secured Claims
Money Loaned Series A&B Bond Debt
US Bank National Association $144,106,806
Deposits by Individuals
Residents of Sedgebrook, Inc. 1,140,000
Secured Debt Resident Entrance Deposits
John/Jane Doe #166 566,900
John/Jane Doe #064 559,000
John/Jane Doe #015 551,000
John/Jane Doe #026 551,000
John/Jane Doe #035 551,000
John/Jane Doe #044 551,000
John/Jane Doe #056 551,000
John/Jane Doe #051 549,000
John/Jane Doe #023 533,000
John/Jane Doe #042 533,000
John/Jane Doe #052 533,000
John/Jane Doe #198 533,000
John/Jane Doe #222 533,000
John/Jane Doe #284 533,000
John/Jane Doe #190 529,500
John/Jane Doe #214 529,500
John/Jane Doe #237 529,500
John/Jane Doe #261 529,500
John/Jane Doe #269 516,000
John/Jane Doe #063 511,900
Others 125,266,839
See http://bankrupt.com/misc/SedgebrookSchedD.pdf
E. Creditors Holding Unsecured Priority Claims
Taxes and certain other debts to governmental units
Lake County Tax Collector Unknown
F. Creditors Holding Unsecured Non-priority Claims
Money Loaned Lined of Credit
Lincolnshire Campus, LLC 7,297,584
Trade debt, goods, services, trade
Sysco Food Srvcs-Chicago 44,043
Omnicare Inc. 22,678
Get Fresh Produce 11,060
Architerra 10,305
American Express 7,891
Ikon Financial Services 7,517
Lencioni Wholesale Meats Inc. 6,166
Gulf South Medical Supply 5,970
AT&T 5,793
American Seal Coating Inc. 5,500
Comcast Cable 5,159
Linda Roberts & Associates Inc. 4,656
Healthcare Cosmetology Services Inc. 4,344
Koeckritz International, Inc. 4,322
Sun Office Products 3,939
Canon Business Solutions Inc. 3,727
Supreme Lobster 3,605
Direct Supply Systems Inc. 3,577
Aramark, Inc. 3,565
Waste Management 3,462
Kroon Painting 2,775
Others 39,437
See http://bankrupt.com/misc/SedgebrookSchedF.pdf
TOTAL SCHEDULED LIABILITIES $288,794,521
===========================================================
About the Debtors
Lincolnshire Campus filed for Chapter 11 bankruptcy protection on
June 15, 2010 (Bankr. N.D. Tex. Case No. 10-34176). Vincent P.
Slusher, Esq., at DLA Piper LLP US, assists the Company in its
restructuring effort. The Company estimated its assets and debts
at $100,000,001 to $500,000,000.
Not-for-Profit Entities Sedgebrook, Inc. and Monarch Landing Inc.
filed for Chapter 11 on June 15, 2010.
The Lincolnshire Debtors and the NFP Debtors are affiliate of
Erickson Retirement Communities LLC.
Baltimore, Maryland-based Erickson Retirement Communities LLC,
along with affiliates, filed for Chapter 11 on Oct. 19, 2009
(Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves
as counsel to the Debtors. BMC Group Inc. serves as claims and
notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant. Alvarez & Marsal
is serving as restructuring adviser. Judge Stacey G.C. Jernigan
confirmed Erickson's Plan of Reorganization on April 16, 2010.
The confirmed Chapter 11 Plan is premised on the $365 million sale
of substantially all of the Erickson Retirement assets to Redwood
Capital Investments LLC and its affiliates. The Plan became
effective on April 30, 2010.
Erickson own 20 continuing care retirement communities in 11
states. Among Erickson's 20 communities, eight are completed, 11
are open although in construction, and one is in development.
They have 23,000 residents in total.
SEDGEBROOK INC: Files Statement of Financial Affairs
----------------------------------------------------
Paul Rundell, chief restructuring officer of the Lincolnshire
Debtors, relates that Sedgebrook, Inc., generated income from the
operation of its business during the two years immediately
preceding the Petition Date:
Year Income
---- -----------
01/01/10-05/31/10 $5,310,000
01/01/09-12/31/09 $9,375,000
Sedgebrook also earned income from departmental revenues other
than from operation of its business during the two years
preceding the Petition Date:
Year Income
---- ------------
01/01/10-05/31/10 $983,000
01/01/09-12/31/09 $2,375,000
Sedgebrook made payment to creditors within 90 days preceding the
Petition Date, totaling $5,661,092, a breakdown of which is
available for free at:
http://bankrupt.com/misc/Sedgebrook3bCredPayments.pdf
Sedgebrook also made payments within a year immediately preceding
the Petition Date to or for the benefit of creditors who are or
were insiders, aggregating $4,014,324, a breakdown of which is
available for free at:
http://bankrupt.com/misc/Sedgebrook3cInsiderPayments.pdf
Sedgebrook is or was a party to about 29 lawsuits within one year
immediately preceding the Petition Date, a list of which is
available for free at:
http://bankrupt.com/misc/Sedgebrook4aLawsuits.pdf
Sedgebrook made gifts or charitable contributions to certain
entities within one year immediately preceding the Petition Date:
Date Description and
Entity of Gift Value of Gift
------ ------- ---------------
Les Turner ALS 7/31/09 Vicki's Voice - Walk
Foundation - WAL Sponsor
$1,000
Ovarian Cancer 9/28/09 Donation
Support Network $500
Glenkirk Foundation 10/26/09 Contribution - 2
Benefit TKTS
$200
St. Michael, The Arch 1/20/10 Contribution
Angel $2,500
NSC Fees 3/31/10 Donation in Memory
of Elaine K
$14
Sedgebrook made payments, totaling $1,078,791, related to debt
counseling or bankruptcy within one year immediately preceding
the Petition Date:
Professional Amount Paid
------------ -----------
Healthcare Management Partners, LLC $442,205
Herbert J Sims & Co. Inc. 250,000
Whiteford, Taylor & Preston 386,586
A breakdown of Sedgebrook's debt counseling payments is available
for free at http://bankrupt.com/misc/Sedgebrook9DebtFees.pdf
The individuals who keep books and records of Sedgebrook within
two years before the Petition Date are:
Name Title
---- -----
Sharon Lee Assistant Controller
Mary Windsor Assistant Controller
Jason Crooks Accounting Manager
Mark Jackson Senior Accountant
Wendy Foster Staff Accountant
Rebecca Glover Assistant Controller
Mary Jessa Escrow Analyst
Lisa Steinmeier Senior Accountant
JoAnne Andryzak Staff Accountant
Jeff Trimmer Controller
Monika Gajda Senior Accountant
Kirk Martin Staff Accountant
Kyle Gray Staff Accountant
Gail Patnaude Accounting Manager
Tina Mahon Staff Accountant
Debra Berlinrood Assistant Controller
Chasia Konya Staff Accountant
Michael Demb Staff Accountant
Beverly Patrick Administrative Assistant
Warren Sparks Senior Accountant
Erin Coates Senior Accountant
Tina Hutton Staff Accountant
Tim Mortimore Staff Accountant
Connie Brynes Escrow Associate
Neal Gantert Controller
PricewaterhouseCoopers LLP audited the books and records of
Sedgebrook within two years immediately before the Petition Date.
Sedgebrook issued a financial statement to about 62 financial
institutions within two years immediately preceding the Petition
Date. A list of the financial institutions is available for free
at http://bankrupt.com/misc/Sedgebrook19DFinlStatParties.pdf
Sedgebrook's current partners, officers and shareholders are:
Nature and
Percentage
of Stock
Name Title Ownership
---- ----- -----------
James Hayes Chairperson None
Rodney Coe President & Vice Chair None
Eugene Martin Secretary None
Zina Jacque Treasurer None
Michael Roskiewicz N/A None
Lawrence Shubnell N/A None
Sedgebrook's former partners and officers are:
Name Title
---- -----
Ronald E. Walker President
Michael Morgan Chief Restructuring Officer
James Hayes Vice President
David White Vice President
Ian L. Brown Executive Director
James Anders Treasurer
Harold Ashby Secretary
About the Debtors
Lincolnshire Campus filed for Chapter 11 bankruptcy protection on
June 15, 2010 (Bankr. N.D. Tex. Case No. 10-34176). Vincent P.
Slusher, Esq., at DLA Piper LLP US, assists the Company in its
restructuring effort. The Company estimated its assets and debts
at $100,000,001 to $500,000,000.
Not-for-Profit Entities Sedgebrook, Inc. and Monarch Landing Inc.
filed for Chapter 11 on June 15, 2010.
The Lincolnshire Debtors and the NFP Debtors are affiliate of
Erickson Retirement Communities LLC.
Baltimore, Maryland-based Erickson Retirement Communities LLC,
along with affiliates, filed for Chapter 11 on Oct. 19, 2009
(Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves
as counsel to the Debtors. BMC Group Inc. serves as claims and
notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant. Alvarez & Marsal
is serving as restructuring adviser. Judge Stacey G.C. Jernigan
confirmed Erickson's Plan of Reorganization on April 16, 2010.
The confirmed Chapter 11 Plan is premised on the $365 million sale
of substantially all of the Erickson Retirement assets to Redwood
Capital Investments LLC and its affiliates. The Plan became
effective on April 30, 2010.
Erickson own 20 continuing care retirement communities in 11
states. Among Erickson's 20 communities, eight are completed, 11
are open although in construction, and one is in development.
They have 23,000 residents in total.
SENSATA TECHNOLOGIES: Earns $82.2 Million for June 30 Quarter
-------------------------------------------------------------
Sensata Technologies B.V. filed its quarterly report on Form 10-Q,
showing $82.2 million net income on $391.8 million net revenue for
the three months ended June 30, 2010, compared with $23.0 million
net income on $255.3 million net revenue for the same period a
year earlier.
The Company's balance sheet for June 30, 2010, showed $3.2 billion
in total assets and $2.3 billion in total liabilities, for a
stockholders' equity of $871.0 million.
A full-text copy of the Company's form 10-Q is available for free
at http://ResearchArchives.com/t/s?6732
About Sensata
Almelo, Netherlands-based Sensata Technologies B.V. --
http://www.sensata.com/-- supplies sensing, electrical
protection, control and power management solutions. Majority-
owned by affiliates of Bain Capital Partners, LLC, a leading
global private investment firm, and its co-investors, Sensata
employs approximately 9,500 people in nine countries. Sensata's
products improve safety, efficiency and comfort for millions of
people every day in automotive, appliance, aircraft, industrial,
military, heavy vehicle, heating, air-conditioning, data,
telecommunications, recreational vehicle and marine applications.
As reported by the TCR on December 7, 2009, Moody's Investors
Service has upgraded Sensata Technologies B.V.'s Corporate Family
and Probability of Default ratings to Caa1 from Caa2, as well as
the company's senior secured credit facility to B2, senior
unsecured notes to Caa2, and senior subordinated notes to Caa3.
In a related rating action, Moody's affirmed the Company's
Speculative Grade Liquidity rating at SGL-3. The outlook is
positive.
The TCR on Nov. 4, 2009, said that Standard & Poor's affirmed the
ratings on Attleboro, Massachusetts-based Sensata Technologies,
Inc., including the 'CCC+' corporate credit rating. At the same
time, S&P revised the outlook on the company to stable from
negative.
SHAW COMMUNICATIONS: Ontario Court OKs Plan of Compromise
---------------------------------------------------------
Shaw Communications Inc. disclosed that the Ontario Superior Court
of Justice issued a sanction order approving the restated
consolidated plan of compromise, arrangement and reorganization
relating to Canwest Global Communications Corp., Canwest Media
Inc. and certain of its subsidiaries. Previously, Shaw announced
that it had entered into agreements regarding the acquisition of
100% of the over-the-air and specialty television businesses of
Canwest, including all of the equity interests in CW Investments
Co., the Canwest subsidiary that owns a portfolio of specialty
television channels.
"This is another important step forward with respect to the CMI
Entities emerging from the Companies' Creditors Arrangement Act
process and we look forward to closing the transaction once all
necessary regulatory reviews have been concluded, including
approvals from the Canadian Radio-television and
Telecommunications Commission and the Competition Bureau. The CRTC
has announced a public hearing, on September 20, to consider
Shaw's application to assume control of Restructured Canwest and
once approval is received we will be in a position to close the
transaction and begin focusing on the operations and integration
of Restructured Canwest", said Jim Shaw, CEO and Vice Chair of
Shaw.
About Shaw Communications
Shaw Communications Inc. (TSX: SJR.B) (NYSE: SJR) --
http://www.shaw.ca/-- is a diversified communications company
whose core business is providing broadband cable television, high-
speed Internet, digital phone, telecommunications services
(through Shaw Business Solutions) and satellite direct-to-home
services (through Star Choice). The company serves 3.3 million
customers, including almost 1.5 million Internet subscribers,
through a reliable and extensive network, which comprises over
575,000 kilometres of fibre.
SOLYNDRA INC: Brian Harrison Replaces Chris Gronet as CEO
---------------------------------------------------------
Solyndra, Inc., announced Tuesday that Brian Harrison has joined
the company as President and CEO and will be appointed to the
Board of Directors. Mr. Harrison is the former President and CEO
of Numonyx, B.V., a leading international flash memory company.
Chris Gronet, Solyndra's Founder and current CEO, will continue to
serve the company in an executive capacity and as Chairman of the
Board of Directors.
"A demonstrated leader of Brian's caliber is an excellent addition
to Solyndra's existing management team," said Dr. Gronet.
"Brian's strong understanding of sophisticated manufacturing
operations, history of achieving significant product and
manufacturing cost reductions, and experience in building an
international sales and marketing organization make him the right
person to lead our growth."
Mr. Harrison has a bachelor's degree in chemical engineering from
Stanford University, and an MBA from Santa Clara University.
As reported in the Troubled Company Reporter on June 21, 2010,
Solyndra filed on June 18, 2010, a Form RW withdrawing its
Registration Statement on Form S-1, which was originally filed
with the Securities and Exchange Commission on December 18, 2009.
The Company said it would not proceed with an initial public
offering of shares of its common stock at this time "due to
adverse market conditions."
In an amended registration statement on Form S-1 filed March 16,
2010, Solyndra disclosed that it was raising $300 million in an
initial public offering of its common stock. Proceeds of the
offering was to be used to partly finance the costs of Phase 2 of
its second manufacturing facility.
About Solyndra, Inc.
Headquartered in Fremont, Calif., Solyndra, Inc. -
http://solyndra.com/-- designs and manufactures photovoltaic
systems, comprised of panels and mounts, for the commercial
rooftop market. Using proprietary cylindrical modules and thin
film technology, Solyndra's light weight, non-penetrating systems
are designed to provide simple and easy installations and the
lowest cost of electricity for typical low slope commercial
rooftops.
At January 2, 2010, the Company's balance sheet showed
$683.2 million in assets, $254.2 million of debts, and
$961.3 million in redeemable convertible preferred stock, for a
stockholders' deficit of $532.3 million.
* * *
As reported in the Troubled Company Reporter on April 7, 2010,
PricewaterhouseCoopers LLP, following Solyndra Inc.'s financial
results for the year ended January 2, 2010, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted of the Company's recurring losses
from operations, negative cash flows since inception, and
stockholder deficit.
SOUTHEAST TELEPHONE: Plan Confirmation Hearing Set for August 12
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
will consider on August 12, 2010, at 9:00 a.m., the confirmation
of SouthEast Telephone, Inc.'s Chapter 11 Liquidating Plan. The
hearing will be held at the 2nd Floor, Community Trust Building,
100 East Vine Street, Lexington, Kentucky. Objections to the plan
confirmation and ballots, accepting or rejecting the Plan are due
August 9, at 12:00 p.m. EDT.
As reported in the Troubled Company Reporter on July 15, Bill
Rochelle at Bloomberg News reported that the Debtor is slated for
sale to Lightyear Network Solutions Inc. under a reorganization
plan.
Under the Plan, Lightyear, according to the Bloomberg report, will
pay $560,000 cash toward the costs of SouthEast's Chapter 11 case
and transfer 200,000 of its shares to SouthEast's existing equity
holders. Lightyear will also assume $3.77 million in secured
debt.
A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/SOUTHEASTTELEPHONE_AmendedDS.pdf
The Debtor is represented by:
Delcotto Law Group PLLC
Jamie L. Harris, Esq.
E-mail: jharris@dlgfirm.com
Laura Day DelCotto, Esq.
E-mail: ldelcotto@dlgfirm.com
200 North Upper Street
Lexington, KY 40507
Tel: (859) 231-5800
Fax: (859) 281-1179
About SouthEast Telephone, Inc.
Pikeville, Kentucky-based SouthEast Telephone, Inc., operates a
telecommunication business. The Company filed for Chapter 11 on
Sept. 28, 2009 (Bankr. E.D. Ky. Case No. 09-70731). Jamie L.
Harris, Esq., and Laura Day DelCotto, Esq., at Wise DelCotto PLLC,
represent the Debtor in its restructuring effort. In the Debtor's
schedules, it said it has assets of at least $15,573,655, and
total debts of $31,423,707.
SPIRIT CREEK: U.S. Trustee Unable to Form Creditors Committee
-------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, notified the
U.S. Bankruptcy Court for the Southern District of Georgia that he
was unable to appoint an official committee of unsecured creditors
in the Chapter 11 case of Spirit Creek Development, Inc.Trustee
Mr. Walton explained that there was insufficient indications of
willingness from the unsecured creditors to serve in the
committee.
Augusta, Georgia-based Spirit Creek Development Inc filed for
Chapter 11 bankruptcy protection on June 16, 2010 (Bankr. S.D. Ga.
Case No. 10-11400). James T. Wilson, Jr., Esq., who has an office
in Augusta, Georgia, assists the Debtor in its restructuring
effort. The Debtor listed $17,362,640 in assets and $6,290,416
in liabilities.
SPRINKLES ICE CREAM: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Sprinkles Ice Cream, LLC
18151 Murdock Circle
Port Charlotte, FL 33948
Bankruptcy Case No.: 10-17762
Chapter 11 Petition Date: July 26, 2010
Court: U.S. Bankruptcy Court
Middle District of Florida (Ft. Myers)
Debtor's Counsel: Jacqueline Calderin, Esq.
Ehrenstein Charbonneau & Calderin
800 Brickell Avenue, Suite 902
Miami, FL 33131
Tel: (305) 722-2002
Fax: (305) 722-2001
E-mail: jc@ecccounsel.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
A copy of the Company's list of 3 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/flmb10-17762.pdf
The petition was signed by Daniel M. Cugini, managing member.
Debtor-affiliate filing separate Chapter 11 petition:
Entity Case No. Petition Date
------ -------- -------------
Daniel M. Cugini 10-13469 06/03/10
STATION CASINOS: Creditors Bid to Stay Bidding Order Denied
-----------------------------------------------------------
The unsecured creditors in Station Casinos Inc.'s Chapter 11 case
have lost a bid to stay a bankruptcy court order allowing the
Company to move forward with a plan to sell most of its assets,
Bankruptcy Law360.
Judge Gregg W. Zive of the U.S. Bankruptcy Court for the District
of Nevada on Monday denied a request by the official committee of
unsecured creditors, according to Law360.
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.
The Company owns and operates Red Rock Casino Resort Spa, Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Rancho and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Wildfire Boulder, Gold Rush Casino and Lake Mead Casino in
Henderson, Nevada. Station also owns a 50% interest in Green
Valley Ranch Station Casino, Aliante Station Casino and Hotel,
Barley's Casino & Brewing Company, The Greens and Wildfire Lanes
in Henderson, Nevada and a 6.7% interest in the joint venture that
owns the Palms Casino Resort in Las Vegas, Nevada. In addition,
the Company manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.
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)
SUK HEE SUH: Files Schedules of Assets and Liabilities
------------------------------------------------------
Suk Hee Suh filed with the U.S. Bankruptcy Court for the Central
District of California its schedules of assets and liabilities,
disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $6,460,000
B. Personal Property $3,793,055
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $18,366,954
E. Creditors Holding
Unsecured Priority
Claims $0
F. Creditors Holding
Unsecured Non-priority
Claims $1,013,082
----------- -----------
TOTAL $10,253,055 $19,380,036
La Canada Flintridge, California-based Suk Hee Suh filed for
Chapter 11 bankruptcy protection on April 9, 2010 (Bankr. C.D.
Calif. Case No. 10-23682). Robert M. Yaspan, Esq., at the Law
Offices of Robert M Yaspan, assists the Company in its
restructuring effort. The Company estimated its assets and debts
at $10,000,000 to $50,000,000.
T-FAB INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: T-Fab, Inc.
dba Ruth's Chris Steak House
3900 Paradise Road, Suite 121
Las Vegas, NV 89169
Bankruptcy Case No.: 10-23921
Chapter 11 Petition Date: July 26, 2010
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Mike K. Nakagawa
Debtor's Counsel: David A. Colvin, Esq.
Marquis & Aurbach
10001 Park Run Drive
Las Vegas, NV 89145
Tel: (702) 382-0711
E-mail: dcolvin@marquisaurbach.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-23921.pdf
The petition was signed by Marcel Taylor, president.
Debtor-affiliate that filed separate Chapter 11 petition:
Petition
Debtor Case No. Date
------ -------- ----
Wayne M. Taylor 10-23923 07/26/10
TACO DEL MAR: Asks for Extension of Cash Collateral Use
-------------------------------------------------------
Taco Del Mar Franchising Corp. and Conrad & Barry Investments,
Inc., has asked the U.S. Bankruptcy Court for the Western District
of Washington to let them continue using the cash collateral of
Banner Bank and Regge Egger.
As reported by the TCR on May 21, 2010, the Hon. Thomas T. Glover
of the U.S. Bankruptcy Court for the Western District of
Washington authorized TMD to use the cash collateral until
August 6, 2010, or on the occurrence of a termination event.
TDM would use the cash collateral to fund its Chapter 11 case, pay
suppliers and other parties. TDM is faced with a number of
operating expenses, which it must pay in the ordinary course of
its business, including payroll. Without authorization to use Cash
Collateral, TDM will not be able to continue to meet its
obligations to franchisees, employees and vendors, and will be
unable to continue to perform on the contracts which it intends to
assume, this jeopardizing its chances of success in this Chapter
11 proceeding.
TDM proposes that the Secured Creditors be granted security
interests and liens (collectively the Replacement Liens) in and
to: (a) all proceeds from the disposition of all or any portion of
the Prepetition Collateral, (b) all of TDM's property in its
estate of the same kind, type and nature as the Prepetition
Collateral that is acquired after the Petition Date, and (c) all
proceeds of the foregoing. If and to the extent the adequate
protection of the interests of Secured Creditors in the
Prepetition Collateral granted to TDM proves insufficient,
Secured Creditors will be entitled to a claim in the amount of any
such insufficiency.
The Postpetition Security Interests will be senior in rank,
priority and right of payment to all other liens on TDM's property
in its estate of the same kind, type and nature as the Prepetition
Collateral that is acquired after the Petition Date, and all
proceeds of the foregoing. TDM is unable to obtain unsecured
credit as an administrative expense to cover its operating
expenses.
The Court has set a hearing for July 30, 2010, at 9:30 a.m. on
TMD's request.
TDM has a $450,000 debt outstanding to Banner Bank; and $100,000
secured debt outstanding to Regge Egger, secured, with an
additional of $50,000 unsecured debt.
Founded in Seattle, Washington, in 1992 by brothers James and John
Schmidt, Taco Del Mar is a quick-service casual restaurant chain
inspired by southern Baja, Mexico, and coastal beach shacks known
for serving some of the tastiest burritos and tacos. Today, Taco
Del Mar operates in more than 225 locations throughout the U.S.,
Canada and Guam.
Taco Del Mar Franchising Corp. filed for Chapter 11 bankruptcy
protection on January 22, 2010 (Bankr. W.D. Wash. Case No. 10-
10528). Andrew J Liese, Esq., and George S. Treperinas, Esq., at
Karr Tuttle Campbell, assists the Company in its restructuring
effort. The Company listed $10,000,001 to $50,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.
The Company's affiliate, Conrad & Barry Investments Inc., filed a
separate Chapter 11 petition.
TEXAS INDUSTRIES: Moody's Assigns 'B3' Rating on $600 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned B3 rating to Texas Industries'
proposed $600 million senior notes maturing July 2020 and lowered
its Corporate Family Rating and Probability of Default Rating to
B3 from B2. Moody's also lowered the rating of the company's
$200 million ABL credit facility to Ba3 from Ba2. The outlook is
stable.
The proceeds from the notes offering will be used to repay the
company's outstanding $550 million of 7.25% senior unsecured notes
due 2013. While pro forma for the notes offering the absolute
debt level increases from $539 million to $603 million, the
maturity profile of the notes is extended from 2013 to 2020. The
only other maturity faced by Texas Industries is in August 2012,
when the ABL credit facility comes due. Moody's B3 rating for the
senior unsecured notes due 2013 will be withdrawn once they are
repaid.
The downgrade of the company's CFR and PDR to B3 results from
weakened operating performance and credit metrics resulting from
poor end market demand and declining prices. Texas Industries
continues to experience substantive headwinds presented by the
economic environment, and while public sector demand is expected
to pick up, it is unlikely that general industry conditions will
improve materially over the next 12 months as private spending
remains depressed, limiting opportunities for the company to
strengthen its operating profile and credit metrics.
The B3 corporate family rating reflects Texas Industries' exposure
to highly cyclical construction end-markets, its elevated
financial leverage (exceeding 10x adjusted debt-to-EBITDA for the
fiscal year ended May 31, 2010), and challenging industry
conditions. The rating is supported by the company's strong
market position in Texas and Southern California, which have good
long term growth prospects and relatively high public construction
and infrastructure needs. Texas Industries appears poised to
benefit from increased federal infrastructure spending in Texas.
The company has sufficient liquidity. However, liquidity is
somewhat constrained by lower availability of borrowings under the
ABL credit facility due to its weak fixed charge coverage ratio as
well as expenditures associated with the Hunter expansion project
where construction is planned to be re-started by November 2010.
The stable outlook presumes that Texas Industries will continue
focusing on cost cutting and operating efficiencies in order to
support its operating and credit metrics, will maintain sufficient
liquidity, and will begin to experience a positive turn in its
business in calendar 2011.
Moody's previous rating action for TXI was on January 21, 2010,
when the company's CFR and PDR were downgraded to B2 from B1, its
$200 million senior secured credit facility was downgraded to Ba2
from Ba1, and its $550 million senior unsecured notes were
downgraded to B3 from B2.
Texas Industries, Inc, headquartered in Dallas, Texas manufactures
cement, aggregates and ready-mixed concrete. The company serves
end-use markets such as public works, commercial, industrial,
institutional and residential construction sectors, and energy
markets. Texas Industries typically generates approximately 80%
of its revenues in Texas and 20% in California, which were
approximately $621 million in its fiscal year ending May 31, 2010.
TEXAS RANGERS: Cuban Doing Due Diligence, No Timetable for Bid
--------------------------------------------------------------
Richard Durrett, writing for ESPNDallas.com, reports Clifton
Jessup, Esq., attorney for Dallas Mavericks owner Mark Cuban, said
Tuesday afternoon that his client is still doing his due diligence
on the Texas Rangers' finances and has not set a timetable to make
a decision as to whether he's going to submit a bid to purchase
the team by the court-scheduled Aug. 3 date.
Mr. Jessup is with Greenberg Traurig LLP.
The ESPN report relates Mr. Jessup said there was no meeting of
prospective bidders Tuesday and that Mr. Cuban has been working
hard to collect as much information as possible to help him make a
decision.
An auction is slated for Aug. 4.
About Texas Rangers
Texas Rangers Baseball Partners owns and operates the Texas
Rangers Major League Baseball Club, a professional baseball club
in the Dallas/Fort Worth Metroplex. TRBP is a Texas general
partnership, in which subsidiaries of HSG Sports Group LLC own a
100% stake. Controlled by Thomas O. Hicks, HSG also indirectly
wholly-owns Dallas Stars, L.P., which owns and operates the Dallas
Stars National Hockey League franchise. The Texas Rangers have
had five owners since the club moved to Arlington in 1972. Mr.
Hicks became the fifth owner in the history of the Texas Rangers
on June 16, 1998.
In its petition, Texas Rangers Baseball Partners said it had both
assets and debt of less than $500 million.
Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtor. Forshey & Prostok LLP serves as conflicts counsel.
Parella Weinberg Partners LP serves as financial advisor.
Lenders to the Texas Rangers sought to force the baseball team's
equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity
Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D.
Tex. Case No. 10-43624 and 10-43625). The lenders, a group that
includes investment funds Monarch Alternative Capital and
Kingsland Capital Management, filed an involuntary bankruptcy
petition on May 28 against the two companies. The two companies
were not included in the May 24 Chapter 11 filing of TRBP.
TEXAS RANGERS: Modifies Sales Protocol; Proposes Sec. 363 Deal
--------------------------------------------------------------
Eric Morath at Dow Jones Daily Bankruptcy Review reports that the
Texas Rangers baseball team on Monday proposed to tweak procedures
governing the auction and sale of its assets. The Debtor wants to
allow potential purchasers to buy the franchise through a sale
under Section 363 of the Bankruptcy Code, rather than through a
Chapter 11 plan process.
Mr. Morath says the move came at the urging of Judge D. Michael
Lynn, who asked the Rangers to submit such a motion during a
hearing held last week. Mr. Morath explains that structuring a
bid as a 363 sale may make it easier for a bidder to pick and
choose the assets and obligations it would acquire. A 363 sale,
Mr. Morath says, allows a buyer to acquire assets free of any
liens or encumbrances. The consideration paid would be left with
the bankruptcy estate for distribution to creditors.
"The proposed sale, should one be made pursuant to section 363 of
the Bankruptcy Code, would not dictate the terms of any plan of
reorganization," Rangers attorneys said in court papers, Mr.
Morath reports.
The Rangers are currently proposing to sell the team to a group
that includes Hall of Fame pitcher Nolan Ryan and attorney Chuck
Greenberg as part of a plan of reorganization, pending the results
of an Aug. 4 auction. The Ryan-Greenberg group has offered to pay
$304 million in cash and would assume a host of liabilities.
Among those liabilities are $45 million owed to current and former
players, such as Alex Rodriguez and Michael Young.
Proceeds from such a sale would go to pay Rangers creditors whose
debts aren't assumed by the new ownership. The remainder would
flow to Hicks's HSG Sports Group LLC.
The Rangers' plan outlines how creditors will be repaid and which
debts the new ownership will take on. The Ryan-Greenberg deal
provides legal protection for current Rangers owner Tom Hicks,
offers him season tickets and allows him to retain a 1% stake in
the team.
According to Mr. Morath, Robert Lawless, a bankruptcy law
professor at the University of Illinois, said some bidders may be
more comfortable buying the assets through a 363 sale, an
increasingly common way to acquire an operating company through
bankruptcy. Mr. Lawless said attorneys for the potential bidders
will want to structure their deals in a way they believe allows
the sale to close the quickest and stand up to legal challenges.
"The legal outcomes are not as clear as you might think," Mr.
Morath quotes Mr. Lawless as saying. "It makes sense to give
purchasers options in order to maximize returns."
About Texas Rangers
Texas Rangers Baseball Partners owns and operates the Texas
Rangers Major League Baseball Club, a professional baseball club
in the Dallas/Fort Worth Metroplex. TRBP is a Texas general
partnership, in which subsidiaries of HSG Sports Group LLC own a
100% stake. Controlled by Thomas O. Hicks, HSG also indirectly
wholly-owns Dallas Stars, L.P., which owns and operates the Dallas
Stars National Hockey League franchise. The Texas Rangers have
had five owners since the club moved to Arlington in 1972. Mr.
Hicks became the fifth owner in the history of the Texas Rangers
on June 16, 1998.
In its petition, Texas Rangers Baseball Partners said it had both
assets and debt of less than $500 million.
Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtor. Forshey & Prostok LLP serves as conflicts counsel.
Parella Weinberg Partners LP serves as financial advisor.
Lenders to the Texas Rangers sought to force the baseball team's
equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity
Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D.
Tex. Case No. 10-43624 and 10-43625). The lenders, a group that
includes investment funds Monarch Alternative Capital and
Kingsland Capital Management, filed an involuntary bankruptcy
petition on May 28 against the two companies. The two companies
were not included in the May 24 Chapter 11 filing of TRBP.
TOP SHIPS: Receives Waiver from Emporiki Bank
---------------------------------------------
TOP Ships Inc. has obtained a waiver from Emporiki Bank until
June 30, 2011 in relation to the breach of certain financial
covenants under the Emporiki credit facility.
TOP Ships Inc., formerly known as TOP Tankers Inc., is an
international provider of worldwide seaborne crude oil and
petroleum products and drybulk transportation services.
TWO BROTHERS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Two Brothers XI, Inc.
16416 N. 92nd Street, #B110
Scottsdale, AZ 85260
Bankruptcy Case No.: 10-23048
Chapter 11 Petition Date: July 23, 2010
Court: U.S. Bankruptcy Court
District of Arizona (Phoenix)
Judge: Charles G. Case II
Debtor's Counsel: D. Lamar Hawkins, Esq.
Aiken Schenk Hawkins & Ricciardi PC
4742 North 24th Street, Suite 100
Phoenix, AZ 85016
Tel: (602) 248-8203
Fax: (602) 248-8840
E-mail: dlh@ashrlaw.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
The Company did not file a list of creditors together with its
petition.
Debtor-affiliates filing separate Chapter 11 petitions:
Entity Case No. Petition Date
------ -------- -------------
Two Brothers XII, Inc. 10-23056 07/23/10
Assets: $0 to $50,000
Debts: $1,000,001 to $10,000,000
Saad Nemer Saad, Inc. -- 07/23/10
The petitions were signed by Ali Saad, president.
UAL CORP: Blackrock Discloses 4.86% Equity Stake
------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission dated July 8, 2010, BlackRock, Inc., disclosed that it
beneficially owns 8,157,355 shares of UAL Corporation Common
Stock, representing 4.86% of UAL's total outstanding shares.
UAL had 167,870,833 shares of common stock outstanding as of
April 27, 2010.
BlackRock has sole power to vote and dispose of the 8,157,355
shares of UAL common stock.
BlackRock reminded the SEC that it completed its acquisition of
Barclays Global Investors, NA from Barclays Global Investors from
Barclays Bank Plc. on December 1, 2009. As a result, BGI and
certain of its affiliates are now included as subsidiaries of
BlackRock for purposes of Schedule 13G filings.
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.
Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.
UAL CORP: CEO Tilton Named to Obama's Export Council
----------------------------------------------------
United Air Lines, Inc., committed its support to working with the
White House and President Obama on doubling America's exports over
the next five years in combination with the commitment to complete
the Korea/U.S. free trade agreement.
Glenn Tilton, United's Chairman and CEO, was named Wednesday to
the President's Export Council.
"The U.S. aviation industry, specifically network carriers that
fly internationally, will play a critical role in achieving the
goal of doubling America's exports over the next five years, and
will continue to be an engine of economic growth enabling global
trade and the movement of people and goods," Mr. Tilton said.
Mr. Tilton, who is chairman of the Air Transport Association, also
serves on DOT Secretary LaHood's Future of Aviation Advisory
Committee.
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.
Reorganized UAL Corp. carries a 'Caa1' probability of default
rating from Moody's, 'B-' long term foreign issuer credit rating
from Standard & Poor's, and 'CCC' long term issuer default rating
from Fitch.
UAL CORP: Wellington Discloses 10.14% Equity Stake
--------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission dated July 12, 2010, Wellington Management Company,
LLP, reported that it beneficially owns 17,025,792 shares of UAL
Corp.'s common stock, representing 10.14% of UAL's total
outstanding shares.
UAL had 167,870,833 shares of common stock outstanding as of
April 27, 2010.
Wellington has shared power to vote 15,428,941 shares of UAL
common stock and has shared power to dispose of 17,025,792 shares
of UAL common stock.
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.
Reorganized 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.
UNIVERSAL USA: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Universal USA, Inc.
dba Dairy Queen of Soperton
P.O. Box 45
Soperton, GA 30457
Bankruptcy Case No.: 10-30384
Chapter 11 Petition Date: July 23, 2010
Court: U.S. Bankruptcy Court
Southern District of Georgia (Dublin)
Judge: Susan D. Barrett
Debtor's Counsel: Jesse C. Stone, Esq.
Merrill & Stone, LLC
P.O. Box 129
Swainsboro, GA 30401
Tel: (478) 237-7029
Fax: (478) 237-9211
E-mail: bkymail@merrillstonehamilton.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
A copy of the Company's list of 10 largest unsecured
creditors filed together with the petition is available
for free at http://bankrupt.com/misc/gasb10-30384.pdf
The petition was signed by Ramesh Sharma, president.
UNIVERSITY SHOPPES: Plan Confirmation Hearing Set for August 12
---------------------------------------------------------------
The Hon. Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida will consider on August 12, 2010, at
9:30 a.m., the confirmation of University Shoppes, LLC's second
amended Chapter 11 Plan. The hearing will be held at Courtroom
1409, 51 S.W. First Avenue, Miami, Florida.
As reported by the TCR on July 13, the confirmation of secured
creditor, Bank of America, N.A.'s proposed plan for University
Shoppes is also set for August 12. BOfA's Plan provides that the
shopping plaza, known as University Shoppes or University Center
will be sold to the highest and best qualified bidder at an
auction sale supervised by the Bankruptcy Court. Subject to Court
approval, Summit Hotel Bondi Beach Pty. Ltd., will be the stalking
horse bidder. A full-text copy of the amended BofA Plan is
available for free at
http://bankrupt.com/misc/UniversityShoppes_AmendedDS.pdf
Objections to the Plan confirmation and ballots, accepting or
rejecting the Plan, are due August 5. The Debtor's deadline for
filing its report and confirmation affidavit is on August 9.
The Debtor's Plan provides for the Debtor to retain title to the
center and to modify the existing mortgage loan in a manner that
is not acceptable to BofA.
The Debtor believes that its own Chapter 11 plan provides the
greatest and earliest possible recoveries to the Debtor's
creditors. The collateral of secured creditors will be retained,
surrendered, or transferred pursuant to the terms and conditions
of distribution. The cash disbursements required to be made under
the plan will be made from the rent collected from tenant net the
normal monthly expenses and maintenance associated with the
operation of the property. The Debtor also expects the investment
of $750,000 new capital or more from Quick Capital Corporation and
the return of payments made by Debtor to insiders in the amount of
$417,263. The funds will be used to create a new repair reserve
fund to make necessary major repairs and for renovation of the
Roxy's Space upon the tenant vacating the premises.
About University Shoppes, LLC
Miami Lakes, Florida-based University Shoppes, LLC, has filed for
Chapter 11 bankruptcy protection on November 19, 2009 (Bankr. S.D.
Fla. Case No. 09-35544). Paul DeCailly, Esq., who has an office
in Tampa, Florida, assists the Company in its restructuring
effort. The Debtor did not file a list of its 20 largest
unsecured creditors when it filed its petition. The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.
VERTIS HOLDINGS: Lets Bondholders Withdraw from Exchange Offer
--------------------------------------------------------------
Vertis Holdings, Inc. on Tuesday announced the availability of
certain important supplemental materials and the reinstatement of
withdrawal rights for a limited period of time in connection with
its principal operating subsidiary Vertis, Inc.'s previously
commenced (i) private exchange offer, tender offer and consent
solicitation relating to its 13-1/2% Senior Pay-in-Kind Notes due
2014, and (ii) private exchange offer and consent solicitation
relating to its 18-1/2% Senior Secured Second Lien Notes due 2012.
The supplemental materials contain important updates regarding the
previously announced comprehensive refinancing of substantially
all of Vertis' outstanding secured and unsecured indebtedness. In
addition, such materials contain important information relating to
Vertis' business condition and results of operations, including
preliminary results for the quarter ended June 30, 2010, and
changes to the terms of certain of the Refinancing Transactions as
well as the potential use of an early settlement in connection
with the Offers.
As reported by the Troubled Company Reporter on May 24, 2010, in
connection with the Senior Notes Exchange Offer, Holdings is
offering to pay 784.377 shares of its common stock and Vertis will
pay a consent fee of $5.00 for each $1,000 principal amount of its
13-1/2% Senior Pay-in-Kind Notes due 2014 validly tendered.
Vertis will pay to Eligible Senior Noteholders and all remaining
holders of Senior Notes that are not eligible to participate in
the Senior Notes Exchange Offer, $400.00 for each $1,000 principal
amount of Senior Notes validly tendered at or prior to the
Expiration Time.
In connection with the Second Lien Notes Exchange Offer, Vertis is
offering to swap $393.73 principal amount of new 13% Senior
Secured Notes due 2016 and pay $591.27 of cash for each $1,000
principal amount of 18-1/2% Senior Secured Second Lien Notes due
2012 validly tendered. Eligible Second Lien Noteholders validly
tendering Existing Second Lien Notes at or prior to the Expiration
Time will also receive additional New Secured Notes in an amount
equal to 98.5% of the accrued and unpaid interest due to such
holders from April 1, 2010 until, but not including, the first
settlement date (which may be an early settlement date) for the
Second Lien Notes Exchange Offer, and regardless of whether any
Existing Second Lien Notes are tendered thereafter, if applicable.
As of 5:00 p.m., New York City time, on July 26, 2010,
$204.9 million aggregate principal amount (or 85%) of the Senior
Notes were validly tendered in the Senior Notes Offer and the
related consents thereby delivered, and not validly withdrawn. Of
the total Senior Notes validly tendered in the Senior Notes Offer,
$177.0 million aggregate principal amount were tendered for
Holdings' common stock and $27.9 million aggregate principal
amount were tendered for cash, representing 73% and 12%,
respectively, of the outstanding principal amount of the Senior
Notes.
As of 5:00 p.m., New York City time, on July 26, 2010,
$362.4 million aggregate principal amount (or 95%) of the Existing
Second Lien Notes (not including Existing Second Lien Notes held
by Avenue Capital) were validly tendered in the Second Lien Notes
Exchange Offer and the related consents thereby delivered, and not
validly withdrawn.
The participation levels are subject to change, including as a
result of the reinstatement of withdrawal rights, and there can be
no assurance that the final participation levels in the Offers
will not differ from the levels provided herein and Vertis
reserves the right to consummate the Offers with any such
participation levels.
Holders who have tendered their Notes pursuant to the Offers
(including those that have previously entered into support
agreements) are being given the opportunity to withdraw their
tendered Notes and revoke their consents from 9:00 a.m., New York
City time, on July 29, 2010 until 5:00 p.m., New York City time,
on August 2, 2010, but not thereafter. Holders who validly
withdraw their Notes and revoke their consents will not receive
any consideration for their Notes in the applicable Offers unless
such Notes are validly re-tendered in the applicable Offers at or
prior to 5:00 p.m., New York City time, on August 31, 2010.
In connection with the reinstatement of withdrawal rights in the
Offers, Vertis and Holdings have also determined to release
holders who previously entered into support agreements to
participate in the Offers from such agreements so that they may
exercise such withdrawal rights during the Withdrawal Period, if
they so desire, but not thereafter. As a result, neither Vertis
nor such holders have any obligations or withdrawal or other
rights under the support agreements and the support agreements
will be deemed to have terminated as of the date hereof.
Holders of Senior Notes should visit the eligibility Web site
http://www.bondcom.com/vertisPIKor contact the Information and
Exchange Agent at (212) 809-2663 to certify their status as
eligible holders of Senior Notes and obtain the offering
documents, as well as the supplemental materials. Eligible
holders of Existing Second Lien Notes should visit the eligibility
Web site http://www.bondcom.com/vertis2ndLienor contact the
Information and Exchange Agent at (212) 809-2663 in order to
certify their status as eligible holders of Existing Second Lien
Notes and obtain the offering documents, as well as the
supplemental materials. Holders of Senior Notes and/or Existing
Second Lien Notes who have previously certified their status
should visit the applicable Web site to receive the supplemental
materials or contact the Information and Exchange Agent at the
phone number listed.
Copies of supplemental materials about Holdings and Vertis are
available at no charge at:
http://bankrupt.com/misc/100727_supplement.pdf
http://bankrupt.com/misc/10Q2_Results.pdf
http://bankrupt.com/misc/Supplement.pdf
http://bankrupt.com/misc/PublicOM.pdf
About Vertis
Headquartered in Baltimore, Maryland, Vertis Holdings, Inc. --
http://www.vertisinc.com/-- provides targeted print advertising
and direct marketing solutions to America's retail and consumer
services companies.
The company and its six affiliates previously filed for Chapter 11
protection on July 15, 2008 (Bankr. D. Del. Case No. 08-11460).
In August 2008, it emerged from bankruptcy, after completing a
merger with ACG Holdings.
VERTIS HOLDINGS: Seeks $575-Mil. in New Loans to Fund Refinancing
-----------------------------------------------------------------
Vertis Inc. on July 23, 2010, announced its intention to:
(i) seek a new $425.0 million first lien first out term loan
with syndicate of lenders; and
(ii) seek a new $150.0 million first lien second out term loan
with a syndicate of lenders.
Vertis expects to use the net proceeds from the New Term Loans and
to draw approximately $56.9 million in borrowings under a new
$190.0 million senior secured asset-based revolving credit
facility to fund certain elements of its Refinancing Transactions.
Specifically, Vertis intends to use the net proceeds of the New
Term Loans and borrowings under the New Revolving Credit Facility
to:
(i) repay all of the amounts outstanding (other than amounts
owed to Avenue Investments, L.P.), under Vertis' existing
$414.0 million (as of June 30, 2010) term loan,
(ii) repay all outstanding borrowings under Vertis' existing
revolving credit facility,
(iii) fund the cash portion of the consideration in the
Exchange Offer, and
(iv) pay fees and expenses related to the Refinancing
Transactions.
The substantially concurrent consummation of the Refinancing
Transactions or replacement transactions, including Vertis' entry
into the New Term Loans, is a condition to the consummation of the
Exchange Offer and Consent Solicitation.
The New Term Loans are expected to mature five years after the
consummation of the Refinancing Transactions or earlier upon the
occurrence of certain other events set forth in the documents
governing the New Term Loans.
The interest rate applicable to the First Out Term Loan is
expected to equal either, the London interbank offered rate
(subject to a floor of 2.0%) plus 9.0%, or an alternate base rate
plus 8.0% (the alternate base rate being the highest of (i) the
prime rate, (ii) the federal funds rate plus 0.5% and (iii) one-
month London interbank offered rate plus 1.0%).
The interest rate applicable to the Second Out Term Loan is
expected to be fixed at 12.5%.
There can be no assurance that these assumed interest rates will
not change as a result of the syndication efforts.
The New Term Loans and the related guarantees will be secured by
(i) a first priority lien on substantially all of Vertis' assets
and the assets of Vertis Holdings, Inc., (which will not guarantee
the New Notes) and Vertis' subsidiaries, except for certain
current and other related assets, that will secure the New
Revolving Credit Facility on a first priority basis and (ii) a
second priority lien on the Revolver Collateral.
Exchange Offers
As reported by the Troubled Company Reporter on May 24, 2010, in
connection with the Senior Notes Exchange Offer, Holdings is
offering to pay 784.377 shares of its common stock and Vertis will
pay a consent fee of $5.00 for each $1,000 principal amount of its
13-1/2% Senior Pay-in-Kind Notes due 2014 validly tendered.
Vertis will pay to Eligible Senior Noteholders and all remaining
holders of Senior Notes that are not eligible to participate in
the Senior Notes Exchange Offer, $400.00 for each $1,000 principal
amount of Senior Notes validly tendered at or prior to the
Expiration Time.
In connection with the Second Lien Notes Exchange Offer, Vertis is
offering to swap $393.73 principal amount of new 13% Senior
Secured Notes due 2016 and pay $591.27 of cash for each $1,000
principal amount of 18-1/2% Senior Secured Second Lien Notes due
2012 validly tendered. Eligible Second Lien Noteholders validly
tendering Existing Second Lien Notes at or prior to the Expiration
Time will also receive additional New Secured Notes in an amount
equal to 98.5% of the accrued and unpaid interest due to such
holders from April 1, 2010 until, but not including, the first
settlement date (which may be an early settlement date) for the
Second Lien Notes Exchange Offer, and regardless of whether any
Existing Second Lien Notes are tendered thereafter, if applicable.
About Vertis
Headquartered in Baltimore, Maryland, Vertis Holdings, Inc. --
http://www.vertisinc.com/-- provides targeted print advertising
and direct marketing solutions to America's retail and consumer
services companies.
The company and its six affiliates previously filed for Chapter 11
protection on July 15, 2008 (Bankr. D. Del. Case No. 08-11460).
In August 2008, it emerged from bankruptcy, after completing a
merger with ACG Holdings.
VISTEON CORPORATION: Gets Plan Support from Term Loan Lenders
-------------------------------------------------------------
Visteon Corporation has signed a letter agreement with the four
financial institutions comprising a steering committee of the
company's term loan lenders and the agent for the company's term
loan facility, in which the steering committee and the agent
affirmed their support of the company's fourth amended plan of
reorganization.
The support, which the company will receive pursuant to the letter
agreement, takes various forms. First, holders of a majority of
the $1.5 billion term loan, including members of the steering
committee as well as several other large term loan lenders, agreed
to vote in favor of the plan. In addition, the steering committee
has agreed to formally recommend to the remaining term loan
lenders that they vote in favor of the plan. The term loan agent
also agreed, at the direction of a majority of the term loan
lenders, to cease all litigation efforts it is undertaking in
connection with confirmation of the plan if the term lender class
accepts the plan and to withdraw with prejudice its currently
pending appeal of Visteon's equity commitment agreement and
bondholder plan support agreement. Finally, the term loan agent
agreed to provide affirmative support of the plan throughout the
Chapter 11 case including at the confirmation hearing if the term
lender class accepts the plan.
As part of the letter agreement, Visteon acknowledged that the
plan will provide the term lenders with post-petition interest at
the default rate and will support the compensation for
professional fees and expenses. Additionally, consistent with the
plan, Visteon has acknowledged that if the term lender class votes
in favor of the plan, Visteon will not seek reinstatement of the
term loan.
This letter agreement will ensure that a significant portion of
Visteon's outstanding prepetition secured debt will vote in favor
of and affirmatively support Visteon's plan. As the company moves
toward the deadline for voting on its plan of reorganization, the
support Visteon has now received from its secured lenders, along
with the previously committed support of Visteon's bondholders
pursuant to their own plan support agreement, and the official
committee of unsecured creditors' explicit endorsement of the
plan, represents another positive step in Visteon's plan
confirmation process.
About Visteon Corp
Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers. The Company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany. It has facilities in 27 countries and employs roughly
35,500 people. The Company has assets of US$4,561,000,000 and
debts of US$5,311,000,000 as of March 31, 2009.
Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818). Judge Christopher S. Sontchi oversees the
Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel. The Debtors' investment banker and financial
advisor is Rothschild Inc. The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC. The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.
Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of Visteon
Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000).
WASHINGTON MUTUAL: Wants Broadbill Investment Lawsuit Dismissed
---------------------------------------------------------------
Washington Mutual Inc. maintains that Broadbill Investment Corp.
does not have standing to assert claims against them in favor of
certain litigation warrants or LTWs. Accordingly, Broadbill's
request for declaratory judgment in its favor must be dismissed,
the Debtors contend.
Broadbill is a purported holder of LTWs that upon the occurrence
of certain contingencies, grant the holder the right to purchase
WaMu common stock. Broadbill is seeking a declaratory judgment
from the Court that (i) LTW holders have allowed claims against,
and not equity interests in, WaMu; and (ii) WaMu breached the
agreement governing the Warrants, as amended.
Broadbill's complaint is tangentially related to the litigation
styled Anchor Savings Bank, FSB v United States, pending before
the Honorable Lawrence J. Block in the U.S. Court of Federal
Claims commenced by Anchor Savings Bank FSB against the United
States of America. Pursuant to the litigation, Anchor Savings
Bank has alleged that the Government's passage of the Financial
Institutions Reform, Recovery, and Enforcement Act of 1989,
breached Anchor Savings Bank's supervisory merger contracts with
the Government, which allowed Anchor Savings Bank to treat
supervisory goodwill as regulatory capital.
In a memorandum filed with the Court, counsel to the Debtors,
Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, explains that Broadbill has failed to
satisfy the prerequisites of the Amended Warrants Agreement and
failed to plead that it maintains standing to commence the
Adversary Proceeding. Specifically, Broadbill did not meet the
requirements under Amended Warrants Agreement, which prevents an
individual LTW holder from suing or commencing an action against
WaMu on account of the warrants unless:
(a) the LTW holder has given written notice to WaMu of the
substance of any dispute;
(b) LTW holders of at least 25% of the issued and outstanding
warrants have given written notice to WaMu of their
support for the institution of a proceeding to resolve the
dispute;
(c) the LTW holder has given written notice of the dispute and
support to the appointed warrant agent; and
(d) the warrant agent failed or refused to act within 30 days
of receipt of the Notice.
Even if the Court allows Broadbill standing to proceed with its
claim, that claim "would not be ripe" because the LTW holders are
still unable to exercise the Warrants, Mr. Collins asserts. He
notes that the cause of action in the Complaint is based on a
contingency -- the occurrence of a trigger event, as defined in
the Amended Warrants Agreement, allowing for the exercise of the
Warrants. "Broadbill simply cannot show that the trigger for the
exercise of the Warrants occurred," according to Mr. Collins.
In addition, Broadbill's Complaint must be dismissed to the
extent it seeks a declaration that the Warrants are not equity
securities, Mr. Collins contends. There can be no doubt that the
LTWs constitute equity securities as defined under Section
101(16) of the Bankruptcy Code, he says. "Thus, the warrants
plainly constitute both equity interests and equity securities,
not claims, and Broadbill's request for a [declaratory judgment]
inconsistent with this conclusion must be dismissed," Mr. Collins
tells Judge Walrath.
The Official Committee of Unsecured Creditors filed a joinder in
support of the Debtors' request for dismissal of the Complaint.
The Creditors' Committee also filed a request to intervene as a
defendant in the Adversary Proceeding.
The Creditors Committee's intervention is necessary to allow it
to exercise its fiduciary duties to assert and protect the
unsecured creditors' interests, David B. Stratton, Esq., at
Pepper Hamilton LLP, in Wilmington, Delaware, counsel to the
Committee, stated in a memorandum of law submitted to the Court.
The Intervention will cause no prejudice or delay, he adds.
The Debtors have consented to the Creditors' Committee's
Intervention, according to Mr. Stratton.
Broadbill Responds
"All of the arguments that [WaMu] has raised in its [Dismissal
Motion] . . . should be denied because Broadbill's pleadings are
more than sufficient to sustain its claims . . . and WaMu's
merit-based arguments can and should only be decided at trial,"
Mark E. Felger, Esq., at Cozen O'Connor, in Wilmington, Delaware,
says on behalf of Broadbill.
Broadbill owns LTWs and, to the extent necessary, the Court can
take judicial notice of that ownership, Mr. Felger maintains.
Accordingly, he continues, Broadbill has an interest in the LTWs
that is directly impacted by, among other things, (i) WaMu's
proposed classification of the LTWs under the Chapter 11 Plan as
equity interests; and (ii) WaMu's decision under the Plan to
extinguish and cancel the LTWs without any distributions.
Moreover, regardless of how the LTWs are classified and treated
under the Plan, Broadbill's interest in the LTWs is also directly
impacted by any breaches under the Amended Warrants Agreement,
Mr. Felger contends.
Mr. Felger adds that by its own terms, the Amended Warrants
Agreement only applies to lawsuits that seek to require "[WaMu]
to enforce or otherwise act in respect of the [LTW]." Broadbill
argues that its Declaratory Judgment Action does not fit within
this requirement because it is only seeking to clarify the rights
and responsibilities of parties-in-interest relating to the LTWs.
Moreover, there is no legitimate basis to claim that Broadbill's
Complaint does not establish an adversity of interest because
Broadbill is a holder of LTWs which WaMu is threatening to cancel
for zero consideration under its Plan, Mr. Felger says.
"Accordingly, Broadbill's interests are plainly adverse to WaMu."
Mr. Felger also emphasizes that the LTWs lack fundamental
characteristics of "equity securities" because (i) the holders of
LTWs have no voting or other corporate governance rights that are
characteristic of equity securities; and (ii) the LTWs have no
liquidation preferences or rights to dividends or distributions.
About Washington Mutual
Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries. The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.
Washington Mutual Bank was taken over September 25 by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns
100% of the equity in WMI Investment. Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695. WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.
Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation. Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the Chapter 11 case.
Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).
WASHINGTON MUTUAL: Washington State Seeks Owners of Deposits
------------------------------------------------------------
The Washington State Department of Revenue is finding the owners
of $9.8 million in deposits at Washington Mutual Bank. The
Deposits, currently held by the Washington Revenue Department,
are purportedly owned by former WMB customers who did not claim
their accounts after the Bank failed in 2008, The Associated
Press reports.
WMB failed in September 2008 in light of significant deposit
outflows that totaled $16.7 billion, which, in turn, shortened
the time available for the Bank to augment capital, improve
liquidity, or find an equity partner. By September 25, 2008, WMB
was closed by the Office of Thrift Supervision and the Federal
Deposit Insurance Corporation was named receiver. Subsequent to
the closure, JPMorgan Chase acquired all deposits, assets and
certain liabilities of WMB's banking operations from the FDIC for
$1.9 billion.
While JPMorgan Chase received most of WaMu's accounts, the FDIC
held onto accounts that were inactive for at least three years,
according to the report.
The FDIC transferred the funds held by Washington customers to
Washington State, which has sent letters to the last known
address of account holders with more than $75 in unclaimed
deposits, Mike Gowrylow, a Department of Revenue spokesman, told
The AP.
The State of Oregon state received $3.85 million from the FDIC,
according to KATU News.
The state has 10 years to find the account owners before the
funds revert to the FDIC, according to Mr. Gowrylow.
Owners may find and claim their missing WaMu account at the
state's unclaimed property database at http://dor.wa.govor
http://claimyourcash.org
About Washington Mutual
Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries. The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.
Washington Mutual Bank was taken over September 25 by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns
100% of the equity in WMI Investment. Weil Gotshal & Manges
represents the Debtors as counsel. When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695. WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.
Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with
responsibility for the litigation. Brian Rosen, Esq., at Weil,
Gotshal & Manges LLP served as legal counsel to WMI with
responsibility for the Chapter 11 case.
Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).
WAYNE TAYLOR: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Wayne M. Taylor
1513 Winslow
Las Vegas, NV 89117
Bankruptcy Case No.: 10-23923
Chapter 11 Petition Date: July 26, 2010
Court: United States Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Mike K. Nakagawa
Debtor's Counsel: David A. Colvin, Esq.
Marquis & Aurbach
10001 Park Run Drive
Las Vegas, NV 89145
Tel: (702) 382-0711
E-mail: dcolvin@marquisaurbach.com
Estimated Assets: $100,001 to $500,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Debtor's 9 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-23923.pdf
The petition was signed by Mr. Taylor.
Debtor-affiliate that filed separate Chapter 11 petition:
Petition
Debtor Case No. Date
------ -------- ----
T-Fab, Inc. 10-23921 07/26/10
W.L. ARCHER: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: W.L. Archer Trucking, LLC
1137 Hwy 16 East
Newnan, GA 30263
Bankruptcy Case No.: 10-12758
Chapter 11 Petition Date: July 26, 2010
Court: United States Bankruptcy Court
Northern District of Georgia (Newnan)
Debtor's Counsel: J. Nevin Smith, Esq.
Smith Diment Conerly, LLP
402 Newman Street
Carrollton, GA 30117
Tel: (770) 834-1160
Fax: (770) 834-1190
E-mail: cstembridge@smithdiment.com
Estimated Assets: $500,001 to $1,000,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Company's 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb10-12758.pdf
The petition was signed by William L. Archer Sr. and Shannon H.
Archer, members.
WOOD PARK: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Wood Park Developments, LLC
5 Watson Road
Preston, CT 06351
Bankruptcy Case No.: 10-22557
Chapter 11 Petition Date: July 26, 2010
Court: United States Bankruptcy Court
District of Connecticut (Hartford)
Judge: Albert S. Dabrowski
Debtor's Counsel: Ellery E. Plotkin
777 Summer Street, 2nd Floor
Stamford, CT 06901
Tel: (203) 325-4457
Fax: (203) 325-4376
E-mail: EPlotkinJD@aol.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Company's 7 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ctb10-22557.pdf
The petition was signed by John Eoanou, manager.
W.R. GRACE: Reaches Deal to Expedite Cleanup for Superfund Site
---------------------------------------------------------------
A $13 million settlement has been reached between four parties and
the United States to expedite cleanup of the contaminated
Blackburn and Union Privileges Superfund Site in Walpole, Mass.,
the Justice Department and Environmental Protection Agency (EPA)
announced today. The parties involved in the settlement include
W.R. Grace & Co.-Conn., a former owner and operator of the site;
Tyco Healthcare Group, also former owner and operator; as well as
BIM Investment Corp. and Shaffer Realty Nominee Trust, the current
owners.
Under the settlement, the four parties will, among other things:
Excavate and dredge contaminated soil and sediment;
Treat contaminated groundwater that poses a risk to surface
waters;
Establish land use restrictions for the site; and
Perform long-term monitoring of soils, sediment and groundwater.
Under the agreement, the private parties will be required to
maintain the cap and culvert, and perform engineering studies
needed to ensure the long-term integrity of the structures.
"EPA is pleased that, if approved, this settlement will re-enforce
the 'polluter pays' principle that is central to the Superfund
program by obtaining a commitment for millions of dollars in
cleanup work from the responsible parties at this Site," said Curt
Spalding, regional administrator of EPA's New England office.
The site, which was listed on the National Priorities List in
1994, includes about 21 parcels of land. The Neponset River runs
through the 22-acre site, which has been used for commercial and
industrial purposes since the 1700s. From about 1915 to 1936, a
predecessor of W.R. Grace manufactured asbestos brake linings and
clutch linings on a large portion of the property. From 1946 to
about 1983, a predecessor of Tyco Healthcare operated a cotton
fabric manufacturing business, which used caustic solutions, on a
portion of the property.
As a result of these operations, soils, sediment and groundwater
are contaminated with inorganic chemicals, including asbestos and
metals, volatile organic compounds (VOCs), polycyclic aromatic
hydrocarbons (PAHs), and highly alkaline compounds.
The group will reimburse the federal government for the $1.4
million in response costs associated with the site, as well as for
all future oversight costs up to $2 million.
The consent decree, lodged in U.S. District Court for the District
of Massachusetts, is subject to a 30-day public comment period and
court approval. A copy of the consent decree and instructions
about how to submit comments is available on the Department of
Justice Web site at www.usdoj.gov/enrd/Consent_Decrees.html
The consent decree has already been approved by the U.S.
Bankruptcy Court for the District of Delaware as part of W.R.
Grace's pending bankruptcy proceeding.
During a cleanup in the early 1990s, Grace consolidated asbestos-
contaminated soils and sediments and installed a cap and
containment cell at the site. In addition, a culvert was installed
along the Neponset River to prevent the erosion of asbestos
contaminated soils along the banks of the river.
More information: Blackburn and Union Privileges Superfund Site
(www.epa.gov/region1/superfund/sites/blackburn)
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)
YONKERS RACING: S&P Raises Rating on $225 Mil. Notes to 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Yonkers, N.Y.-based Yonkers Racing Corp.'s $225 million senior
secured notes to '2', indicating S&P's expectation for substantial
(70% to 90%) recovery for lenders in the event of a payment
default, from '3'. S&P also raised its issue-level rating on this
debt to 'BB-' (one notch higher than its 'B+' corporate credit
rating on the company) from 'B+', in accordance with S&P's
notching criteria for a '2' recovery rating.
The revision of the recovery rating is based on Yonkers Racing's
plan to redeem $22.5 million of the notes in August at a price of
103% of par, in accordance with the terms of the note indenture.
This results in a lower amount of senior secured debt outstanding
under S&P's simulated default scenario than that used in its
previous analysis and an improvement in the recovery prospects for
these obligations.
At the same time, S&P affirmed its 'B+' corporate credit rating on
the company. The rating outlook is stable.
The 'B+' corporate credit rating reflects Yonkers Racing Corp.'s
(YRC) limited diversity as an operator of a single property, S&P's
expectation of heightened future competition with the introduction
of slot gaming at the Aqueduct Racetrack, and the stringent
revenue allocation structure imposed by the State of New York on
slot machine win, which limits profitability.
"Although credit measures are reasonably good for the current
rating, in S&P's view, YRC maintains an aggressive financial risk
profile and S&P expects some deterioration in credit measures as
the aforementioned gaming capacity enters the market," noted
Standard & Poor's credit analyst Michael Listner.
In addition, S&P expects that the company's EBITDA margin will
decline in current and future quarters as a result of the rise in
the state's commission rate on slot win, which increased to 69%
from 66% on April 1, 2010. There also exist several factors over
the near-to-intermediate term that will necessitate a prudent
allocation of the company's capital resources, including the
potential construction of a parking garage and the need to
refinance high-cost mezzanine debt by its 2013 maturity. The
property does, however, benefit from an attractive location within
the New York metropolitan area and strong market demographics.
Given its private ownership status, YRC does not publicly disclose
its financial information. However, credit measures are good for
the rating and current EBITDA margins compare favorably with
racinos in neighboring states, in S&P's view.
* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:
In Re Genesis Limited Partnership
Bankr. D. Conn. Case No. 10-51681
Chapter 11 Petition Filed July 19, 2010
See http://bankrupt.com/misc/cob10-51681.pdf
In Re New Heights Aviation, LLC
Bankr. M.D. Fla. Case No. 10-17094
Chapter 11 Petition Filed July 19, 2010
See http://bankrupt.com/misc/flmb10-17094.pdf
In Re CINGHIALINO LLC
Bankr. S.D. Fla. Case No. 10-30511
Chapter 11 Petition Filed July 19, 2010
See http://bankrupt.com/misc/flsb10-30511p.pdf
See http://bankrupt.com/misc/flsb10-30511c.pdf
In Re Mike Lopez Roofing, LLC
Bankr. D. N.M. Case No. 10-13618
Chapter 11 Petition Filed July 19, 2010
See http://bankrupt.com/misc/nmb10-13618p.pdf
See http://bankrupt.com/misc/nmb10-13618c.pdf
In Re Prince Investment Group, LLC
Bankr. D. R.I. Case No. 10-12997
Chapter 11 Petition Filed July 19, 2010
See http://bankrupt.com/misc/rib10-12997p.pdf
See http://bankrupt.com/misc/rib10-12997c.pdf
In Re CPO International, Inc.
Bankr. N.D. Texas Case No. 10-34995
Chapter 11 Petition Filed July 19, 2010
See http://bankrupt.com/misc/txnb10-34995.pdf
In Re Paradise Foundation
Bankr. D. Colo. Case No. 10-28107
Chapter 11 Petition Filed July 20, 2010
See http://bankrupt.com/misc/cob10-28107p.pdf
See http://bankrupt.com/misc/cob10-28107c.pdf
In Re K & D Family, Inc.
dba Uptown Loft
Bankr. N.D. Ga. Case No. 10-80855
Chapter 11 Petition Filed July 20, 2010
See http://bankrupt.com/misc/ganb10-80855.pdf
In Re ADLJ, LLC
ta Kinder College
Bankr. D. N.J. Case No. 10-32271
Chapter 11 Petition Filed July 20, 2010
See http://bankrupt.com/misc/njb10-32271.pdf
In Re All Precision Needs Ltd.
Bankr. E.D. N.Y. Case No. 10-75715
Chapter 11 Petition Filed July 20, 2010
See http://bankrupt.com/misc/nyeb10-75715.pdf
In Re J. Mance, Inc.
ta Dexter's on the 5
Bankr. E.D. Pa. Case No. 10-15989
Chapter 11 Petition Filed July 20, 2010
See http://bankrupt.com/misc/paeb10-15989.pdf
In Re McCommas LFG Processing Management, LLC
Bankr. N.D. Texas Case No. 10-35007
Chapter 11 Petition Filed July 20, 2010
See http://bankrupt.com/misc/txnb10-35007.pdf
In Re M & M Katz, Inc.
dba Katz's Deli & Bar
dba Katz's Deli and Bar
dba S&K, LLC dba Grab N Go
dba Grab N Go
dba Grab and Go
dba Katz's 2
dba Katz's Two
fdba Katz & Son, Inc.
fdba Bagel Label
Bankr. W.D. Texas Case No. 10-11987
Chapter 11 Petition Filed July 20, 2010
See http://bankrupt.com/misc/txwb10-11987.pdf
In Re Council for Refractive Surgery Quality Assurance
Bankr. E.D. Calif. Case No. 10-39240
Chapter 11 Petition Filed July 21, 2010
See http://bankrupt.com/misc/caeb10-39240.pdf
In Re Floors, Floors and More Inc.
Bankr. M.D. Fla. Case No. 10-17276
Chapter 11 Petition Filed July 21, 2010
See http://bankrupt.com/misc/flmb10-17276.pdf
In Re Wallace Carter & Sons Logging Co., Inc.
Bankr. S.D. Ga. Case No. 10-20933
Chapter 11 Petition Filed July 21, 2010
See http://bankrupt.com/misc/gasb10-20933.pdf
In Re Hedback Holdings, LLC
Bankr. S.D. Ind. Case No. 10-10873
Chapter 11 Petition Filed July 21, 2010
See http://bankrupt.com/misc/insb10-10873.pdf
In Re Sol de Ibiza LLC
Bankr. S.D. N.Y. Case No. 10-13933
Chapter 11 Petition Filed July 21, 2010
See http://bankrupt.com/misc/nysb10-13933.pdf
In Re VDRB, LLC
Bankr. D. Ore. Case No. 10-36871
Chapter 11 Petition Filed July 21, 2010
See http://bankrupt.com/misc/orb10-36871.pdf
In Re Pomegranate Farms I LLC
Bankr. D. Ariz. Case No. 10-22866
Chapter 11 Petition Filed July 22, 2010
Filed As Pro Se
In Re Digital Hub USA LLC
Bankr. C.D. Calif. Case No. 10-40115
Chapter 11 Petition Filed July 22, 2010
See http://bankrupt.com/misc/cacb10-40115.pdf
In Re Donna Anderson
Bankr. E.D. Calif. Case No. 10-39309
Chapter 11 Petition Filed July 22, 2010
Filed As Pro Se
In Re Thomas Randall Bryan, IV
Bankr. M.D. Fla. Case No. 10-06335
Chapter 11 Petition Filed July 22, 2010
Filed As Pro Se
In Re Vision Building Materials, LLC
fka Vision Building Materials Inc.
fka Vision Materials, Inc.
fka Performance Builders & Associates, Inc.
Bankr. N.D. Ga. Case No. 10-81106
Chapter 11 Petition Filed July 22, 2010
See http://bankrupt.com/misc/ganb10-81106.pdf
In Re Life With Hope International Ministry, Inc.
Bankr. N.D. Ind. Case No. 10-23418
Chapter 11 Petition Filed July 22, 2010
See http://bankrupt.com/misc/innb10-23418p.pdf
See http://bankrupt.com/misc/innb10-23418c.pdf
In Re Jose A. Tavarez
Bankr. D. Mass. Case No. 10-17934
Chapter 11 Petition Filed July 22, 2010
See http://bankrupt.com/misc/mab10-17934.pdf
In Re North East Transfer, Inc.
Bankr. M.D. Pa. Case No. 10-05952
Chapter 11 Petition Filed July 22, 2010
See http://bankrupt.com/misc/pamb10-05952.pdf
In Re Whole House Audio & Video, Inc.
Bankr. D. S.C. Case No. 10-05221
Chapter 11 Petition Filed July 22, 2010
See http://bankrupt.com/misc/scb10-05221.pdf
In Re Sahara International, Inc.
aka Bailey's Spa
Bankr. E.D. Va. Case No. 10-16161
Chapter 11 Petition Filed July 22, 2010
Filed As Pro Se
In Re Phoenix FTA LLC
Bankr. W.D. Wash. Case No. 10-18498
Chapter 11 Petition Filed July 22, 2010
See http://bankrupt.com/misc/wawb10-18498.pdf
In Re G & C Golden Harvest, Inc.
Bankr. N.D. Ala. Case No. 10-82998
Chapter 11 Petition Filed July 23, 2010
See http://bankrupt.com/misc/alnb10-82998.pdf
In Re Gary Brian Hilyer
Stephanie O. Hilyer
Bankr. N.D. Ala. Case No. 10-42073
Chapter 11 Petition Filed July 23, 2010
See http://bankrupt.com/misc/alnb10-42073.pdf
In Re JD Property Management, LLC
Bankr. D. Ariz. Case No. 10-23132
Chapter 11 Petition Filed July 23, 2010
See http://bankrupt.com/misc/azb10-23132.pdf
In Re TDS Financial LLC
an Arizona limited liability company
Bankr. D. Ariz. Case No. 10-23179
Chapter 11 Petition Filed July 23, 2010
See http://bankrupt.com/misc/azb10-23179.pdf
In Re Global Granite LLP
Bankr. E.D. Ark. Case No. 10-15323
Chapter 11 Petition Filed July 23, 2010
See http://bankrupt.com/misc/areb10-15323.pdf
In Re Kimberely C. Horn
dba Kimberly C Horn Enterprises Inc.
dba Merry-Go
Bankr. C.D. Calif. Case No. 10-40458
Chapter 11 Petition Filed July 23, 2010
Filed As Pro Se
In Re Windsor Cleaners, Inc.
dba Delray Cleaners
Bankr. S.D. Fla. Case No. 10-31125
Chapter 11 Petition Filed July 23, 2010
See http://bankrupt.com/misc/flsb10-31125.pdf
In Re West Kansas Inc.
Bankr. D. Kan. Case No. 10-12493
Chapter 11 Petition Filed July 23, 2010
See http://bankrupt.com/misc/ksb10-12493.pdf
In Re Wilson Crespo
Bankr. D. Nev. Case No. 10-23872
Chapter 11 Petition Filed July 25, 2010
See http://bankrupt.com/misc/nvb10-23872.pdf
In Re Green Street Entertainment Corp.
Bankr. N.D. N.Y. Case No. 10-12760
Chapter 11 Petition Filed July 23, 2010
See http://bankrupt.com/misc/nynb10-12760.pdf
In Re George Donohue
Bankr. S.D. N.Y. Case No. 10-13959
Chapter 11 Petition Filed July 23, 2010
See http://bankrupt.com/misc/nysb10-13959.pdf
In Re JMK Construction Group Ltd.
Bankr. S.D. N.Y. Case No. 10-13968
Chapter 11 Petition Filed July 23, 2010
See http://bankrupt.com/misc/nysb10-13968.pdf
In Re John Varacchi
Bankr. S.D. N.Y. Case No. 10-13965
Chapter 11 Petition Filed July 23, 2010
See http://bankrupt.com/misc/nysb10-13965.pdf
In Re A-1 Insurance, LLC
Bankr. N.D. Ohio Case No. 10-35027
Chapter 11 Petition Filed July 23, 2010
See http://bankrupt.com/misc/ohnb10-35027.pdf
In Re Kaule's Family Hairstyling Centers, Inc.
Bankr. W.D. Pa. Case No. 10-25229
Chapter 11 Petition Filed July 23, 2010
See http://bankrupt.com/misc/pawb10-25229p.pdf
See http://bankrupt.com/misc/pawb10-25229c.pdf
In Re RSSI Homewood, LLC
Bankr. W.D. Pa. Case No. 10-25263
Chapter 11 Petition Filed July 23, 2010
See http://bankrupt.com/misc/pawb10-25263.pdf
In Re Rollins Market Inc.
Bankr. M.D. Tenn. Case No. 10-07774
Chapter 11 Petition Filed July 23, 2010
See http://bankrupt.com/misc/tnmb10-07774.pdf
In Re Casing Services & Equipment, Inc.
Bankr. S.D. Texas Case No. 10-36130
Chapter 11 Petition Filed July 23, 2010
See http://bankrupt.com/misc/txsb10-36130.pdf
In Re Steven G. Crawford
Bankr. E.D. Va. Case No. 10-35112
Chapter 11 Petition Filed July 23, 2010
See http://bankrupt.com/misc/vaeb10-35112.pdf
In Re Quality Sign Co., Inc.
Bankr. S.D. Ala. Case No. 10-03401
Chapter 11 Petition Filed July 26, 2010
See http://bankrupt.com/misc/alsb10-03401.pdf
In Re Timothy W. Miller
Linda Marie Miller
Bankr. D. Ariz. Case No. 10-23283
Chapter 11 Petition Filed July 26, 2010
See http://bankrupt.com/misc/azb10-23283.pdf
In Re John Aflague
Rowena Aflague
Bankr. N.D. Calif. Case No. 10-12820
Chapter 11 Petition Filed July 26, 2010
See http://bankrupt.com/misc/canb10-12820.pdf
In Re Orlando Castro
aka Orlando Castro Garcia
fdba Castro Multiservices
Alma Castro
aka Alma Lemberg
fdba Castro Multiservices
Bankr. D. Conn. Case No. 10-32237
Chapter 11 Petition Filed July 26, 2010
See http://bankrupt.com/misc/ctb10-32237.pdf
In Re International Safety Management, Inc.
Bankr. W.D La. Case No. 10-51144
Chapter 11 Petition Filed July 26, 2010
See http://bankrupt.com/misc/lawb10-51144.pdf
In Re Eastern Science Co., Inc.
Bankr. D. Mass. Case No. 10-18022
Chapter 11 Petition Filed July 26, 2010
See http://bankrupt.com/misc/mab10-18022.pdf
In Re Leslie Acevedo
Bankr. D. Mass. Case No. 10-43723
Chapter 11 Petition Filed July 26, 2010
See http://bankrupt.com/misc/mab10-43723.pdf
In Re Professor Amos's Wonder Products And Network 1,000,000 Inc.
aka Professor Amos Wonder Products, Inc.
aka PA Wonder Products
Bankr. W.D. Pa. Case No. 10-25300
Chapter 11 Petition Filed July 26, 2010
See http://bankrupt.com/misc/pawb10-25300.pdf
In Re Dallas Trading Enterprises, Inc.
dba Kuick Check
Bankr. E.D. Texas Case No. 10-42446
Chapter 11 Petition Filed July 26, 2010
See http://bankrupt.com/misc/txeb10-42446.pdf
In Re James Patrick Duke
Rachel Ann Duke
Bankr. W.D. Texas Case No. 10-12037
Chapter 11 Petition Filed July 26, 2010
See http://bankrupt.com/misc/txwb10-12037.pdf
In Re McClure Properties, Inc.
Bankr. S.D. W.Va. Case No. 10-20731
Chapter 11 Petition Filed July 26, 2010
See http://bankrupt.com/misc/wvsb10-20731.pdf
*********
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.
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