/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100831.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, August 31, 2010, Vol. 14, No. 241 Headlines ABITIBIBOWATER INC: Gets Court Nod for $1.35 Bil. Exit Financing ABITIBIBOWATER INC: Reports $297,000,000 Net Loss for 2nd Quarter ABITIBIBOWATER INC: Settles With Canadian Govt. for C$130MM ADVANCED HOMECARE: S&P Raises Corporate Credit Rating to 'B+' AIG BAKER: Court Dismisses Chapter 11 Case AMBAC FIN'L: Hedge Funds Seek to Stop AAC Dividend Payments AMELIA ISLAND: Plan of Reorganization Wins Court Approval AMERICAN APPAREL: Complies Listing on AMEX LLC AMERICAN MART: Voluntary Chapter 11 Case Summary AMIDEE CAPITAL: To Conduct Sept. 23 Auction for All Assets ANF ASBURY: Has Until September 2 to File Chapter 11 Plan APEX DIGITAL: Taps Levene Neale as Bankruptcy Counsel ARIZONA HEART: U.S. Trustee Forms Three-Member Creditors Committee ASARCO LLC: Files June 30 Quarter Post-Confirmation Report ASARCO LLC: Custodial Trustee Wants Settlement Funds From TCEQ ASHLAND INC: S&P Affirms Corporate Credit Rating at 'BB+' ATLANTIS HEALTH: Insolvent by $20MM; Unveils Recapitalization Plan AUTOBACS STRAUSS: U.S. Trustee Objects to Plan Releases ATLANTIC JET: Case Summary & 15 Largest Unsecured Creditors BIOLASE TECHNOLOGY: Mulder Quits as CEO, President & Chairman BISCAYNE PARK: Gets Final OK to Access Madison's Cash Collateral BOESER INC: Hearing on Further Cash Collateral Use Set for Today BRAVO HEALTH: Moody's Affirms 'B1' Ratings on Senior Secured Debt BRYAN/MOORE DEVELOPMENT: Plan Outline Hearing Set for September 8 CAL INVESTMENTS: Case Converted to Chapter 7 Liquidation CELEBRITY RESORTS: Still in Talks with Creditors on Plan CELEBRITY RESORTS: Has Interim Access to Textron Cash Collateral CENTAUR LLC: Wins Approval to Sell Colorado Casino to Luna CONSPIRACY ENT: June 30 Balance Sheet Upside Down by $4.67MM CONSUMER PORTFOLIO: Receives Deficiency Notice From NASDAQ CRYOPORT INC: Posts $1.33 Million Net Loss in June 30 Quarter CRYSTAL COAST: Case Summary & 4 Largest Unsecured Creditors CHARLES RIVER: Moody's Puts Ba1 Rating on Restated Credit Facility CHEMTURA CORP: Prices Senior Term Loan for $295 Million CHEMTURA CORP: Signs Deal for $455MM Senior Notes Offering CHEMTURA CORP: Wins Nod to Amend Rights Offering Procedures CIRTRAN CORP: Posts $196,600 Net Income in June 30 Quarter COLLIER LAND: Has Until October 21 to Propose Chapter 11 Plan CURTIS GORDON, JR.: Case Summary & 17 Largest Unsecured Creditors DELTA AIR LINES: Commences Tender Offers for Certs. & Notes DELTA MUTUAL: Posts $198,000 Net Loss for June 30 Quarter DENNY'S CORP: Names Robert Rodriquez as Chief Operating Officer DEUCE INVESTMENTS: Postpones Plan Hearing to Resolve Issues ELITE LANDINGS: Plan Confirmation Hearing Set for September 10 EMMIS COMMUNICATIONS: Extends Exchange Offer to September 2 EMPIRE RESORTS: Names Nanette Horner as Chief Compliance Officer EPICEPT CORPORATION: Fails to Get FDI Approval on Ceplene ERNIE JACOBSEN: Gets Additional 90 Days Exclusivity Extension FGIC CORP: Sept. 30 Deadline to File Proofs of Claim FRASER PAPERS: Delays Filing of Q2 Financial Statements FREDDIE MAC: Files July 2010 Monthly Volume Summary FREDERICK BERG: Schedules $13.4 Million in Assets FX LUXURY: Plan Outline Hearing Scheduled for September 13 GLENWOOD PROPERTIES: Case Summary & 20 Largest Unsecured Creditors GREENSHIFT CORP: Posts $2.16 Million Net Loss in June 30 Quarter HAMBONE DOG: Hearing on Further Cash Collateral Use Set for Today HAMPTON ROADS: On Track to Return to "Well Capitalized" Status HEALTHSPRING INC: Moody's Affirms 'Ba3' Rating on Senior Debt HEALTHSPRING INC: S&P Affirms 'B+' Counterparty Credit Rating HOLOGIC INC: S&P Withdraws 'BB-' Corporate Credit Rating HOTELS UNION: W Hotel Owners' Liquidation Plan Confirmed HYUN UM: Section 341(a) Meeting Scheduled for Sept. 29 HYUN UM: Wants Extension of Filing of Schedules Until Sept. 21 INNOPHOS HOLDINGS: Moody's Raises Corporate Family Rating to 'Ba2' INTELSAT SA: Says Option Agreements with Managers Amended JACK WILSON: Case Summary & 6 Largest Unsecured Creditors JOSEPH WILSON, JR.: Case Summary & 20 Largest Unsecured Creditors JUNIPER GENERATION: Fitch Affirms 'BB+' Rating on Senior Notes LAKE LOTAWANA: Chapter 9 Case Summary & Creditors List LEHMAN BROTHERS: Asks for U.S. Stay of UK Pension Proceedings LEHMAN BROTHERS: Judge Peck Approves Plan Deal With Innkeepers LEHMAN BROTHERS: Judge Peck Resumes Trial on Suit Against Barclays LEHMAN BROTHERS: Reaches Deal With LBI Trustee on Avoidance Suits LEHMAN BROTHERS: Wins Nod to Guarantee Payment of Lazard Fees LEXICON UNITED: Posts $13,672 Net Income in June 30 Quarter LODGENET INTERACTIVE: Par Investment Acquires 4.75MM Shares LONE TREE: Files for Chapter 11 in Phoenix MEDCLEAN TECHNOLOGIES: Posts $1.08-Mil. Net Loss in June 30 Qtr. MEXICANA AIRLINES: American Airlines Assists Affected Customers MICHAELS STORES: Posts $1 Million Net Loss for July 31 Quarter MONEYGRAM INT'L: Wells Fargo to Assume as Trustee of 401(k) Plan MPM TECHNOLOGIES: Posts $378,900 Net Loss in June 30 Quarter NEW LEAF: Posts $3.43 Million Net Loss in June 30 Quarter NICKAJACK SHORES: Files for Chapter 11 Bankruptcy Protection NUTRACEA: Plan Confirmation Hearing Scheduled for October 19 OSHKOSH CORPORATION: Moody's Upgrades Corp. Family Rating to 'Ba3' PATIENT SAFETY: Marc Rose Steps Down as Chief Financial Officer PACIFIC AVENUE: Sept. 15 Hearing on Bank Request for Examiner PATIENT SAFETY: Gets $427,000 Cash Under Tax Escrow Agreement PROTOSTAR LTD: Seeks Plan Exclusivity Until November 29 R & E INVESTMENTS: Voluntary Chapter 11 Case Summary RCLC INC: Posts $4.15 Million Net Loss in June 30 Quarter ROBERT SUNSERI, JR.: Case Summary & 5 Largest Unsecured Creditors ROTHSTEIN ROSENFELDT: Chapter 11 Trustee Seeks to Probe Retailers ROYAL HOSPITALITY: Files Schedules of Assets & Liabilities ROYAL HOSPITALITY: Section 341(a) Meeting Scheduled for Sept. 27 SAINT VINCENTS: St. Joseph's Viable Buyer for Westchester Unit SEEQPOD, INC: Intertrust Technologies Acquires Assets SHERWOOD/CLAY: Plan of Reorganization Wins Court Approval SHERWOOD/CLAY: Can Sell Property to Legg Mason for $17.7 Million SMITHFIELD FOODS: S&P Affirms Corporate Credit Rating at 'B-' SOUTH BAY: ORC Wants Lift Stay to Resolve Issues With Insurers STANT CORP: Plan Outline Hearing Scheduled for October 1 STONERIDGE INC: S&P Gives Stable Outlook, Affirms 'B+' Rating STRIKEFORCE TECH: Posts $1.54 Million Net Loss in June 30 Quarter SWIFT CORP: S&P Raises Corporate Credit Rating to 'B-' From 'CCC+' TELKONET INC: Posts $483,566 Net Income in June 30 Quarter TELOS CORP: June 30 Balance Sheet Upside-Down by $108 Million THOMAS PRICE: Section 341(a) Meeting Scheduled for Sept. 29 THOMAS PRICE: Wants Filing of Schedules Extended Until Sept. 21 TRANSAX INT'L: Posts $975,500 Net Loss in June 30 Quarter TRIPLE DIAMOND: Case Summary & 10 Largest Unsecured Creditors TRONOX INCORPORATED: Reaches Deal with All Key Creditors on Plan UNIFI INC: Seeks Stockholder's Okay for 1-for-3 Stock Split UNIGENE LABORATORIES: Victory Park Holds 9.4% of Shares UNIGENE LABORATORIES: Director Eiref Zvi Acquires 21,000 Shares UNIGENE LABORATORIES: Registers 5MM Shares Under 2006 Plan UNIGENE LABORATORIES: CEO Ashleigh Palmer Acquires 20,000 Shares UNISYS CORP: Files Prospectus for Resale of 5.24MM Shares UNIVERSAL BUILDING: Court Okays Auction of Assets US AEROSPACE: Incurs $1.69 Million Net Loss in June 30 Quarter US CONCRETE: Inks Purchase Agreement for 9.5% Convertible Notes US CONCRETE: Wants More Exclusivity Until Plan Consummation VERASUN ENERGY: Seeks Approval on Union Tank Car $20M Claim VIP LAND: Case Summary & 8 Largest Unsecured Creditors VISTEON CORP: Ernst & Young Bills $2.5MM for March-May Work VISTEON CORP: Seeks Further Expansion of E&Y Services VISTEON CORP: Wilmington Trust Withdraws Appeal on Plan Deal VISTEON CORP: Wins Nod for Blackman as Counsel for Plan Process VONAGE HOLDINGS: June 30 Balance Sheet Upside-Down by $59.5-Mil. VORNADO REALTY: Reports $57,840 Net Income for June 30 Quarter WASHINGTON MUTUAL: Equity Committee Members Down to Four WASHINGTON MUTUAL: Plan Confirmation Hearing to Commence Nov. 1 WASHINGTON MUTUAL: Proposes IRS Tax Settlements WORKSTREAM INC: Michael Mullarkey Resigns as Exec. Vice President Z'S INC: Case Summary & 5 Largest Unsecured Creditors * S&P: 2 Defaults Last Week Raise Global Total at 52 in 2010 * DLA Piper Wants Malpractice Suit Out of Bankruptcy Court * Fasken Martineau Lawyers Examine CCAA Monitor's Role * Joel Mostron Joins Alvarez & Marsal's Real Estate Group * U.S. Attorney Appointed to Bankruptcy Bench * Large Companies With Insolvent Balance Sheets ********* ABITIBIBOWATER INC: Gets Court Nod for $1.35 Bil. Exit Financing ---------------------------------------------------------------- Judge Kevin Carey of the U.S. Bankruptcy Court for the District of Delaware granted AbitibiBowater Inc. and its debtor affiliates permission to obtain up to $1.35 billion in financing to fund their exit from bankruptcy. Approximately $750 million of the exit financing will be raised through a notes offering. The $600 million portion of the financing will be raised under a senior secured asset-based credit facility. J.P. Morgan Securities Inc., Barclays Capital Inc., and Citigroup Global Markets, Inc., are contemplated to be the lead managers under the Notes Offering. The Debtors said they will pursue entry into a term loan facility up to an aggregate principal amount of $750 million, in case they cannot obtain a notes offering on satisfactory terms. JPMorgan, Barclays and Citigroup are also contemplated to be the lead arrangers of a possible term loan facility. The Debtors clarified that they obtained a commitment letter for the ABL Facility from certain financial institutions. They intend to separately seek authority from the Court on the definitive documentation of the ABL Facility at the appropriate time. Citibank will serve as sole and exclusive administrative agent for the ABL Lenders. Citigroup, Barclays Capital and JPMorgan Securities will act as exclusive joint lead arrangers and joint bookrunners. Barclays Capital will act as syndication agent. JPMorgan Securities will act as documentation agent. Citibank, Barclays Bank and JPMorgan Securities will each commit to provide $100,000,000 of the ABL financing. The proceeds of the Notes Offering and the ABL Facility will be used to fund the Debtors' payables under their restructuring plan as well as for their working capital and general corporate purposes. The Debtors foresee emergence from Chapter 11 in October 2010. The Debtors are authorized to enter into, execute, deliver and perform under the Exit Financing Agreements and all related documents and agreements. The Debtors are also authorized to cause the formation of the Delaware LLC and ABI Escrow Corporation for the purpose of issuing the New Notes and placing the related proceeds into escrow and granting liens on it, pending consummation of their Chapter 11 Plan. Moreover, the Court permits the Debtors to incur and pay all of the fees, expenses and obligations related to the Exit Financing Agreements. To protect sensitive and proprietary information, Judge Carey permits the filing of the fee letters related to the Exit Financing Agreements under seal. About AbitibiBowater Inc. AbitibiBowater (OTC: ABWTQ) produces newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 22 pulp and paper facilities and 26 wood products facilities located in the United States, Canada and South Korea. The Company also recycles old newspapers and magazines. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. U.S. Bankruptcy Judge Kevin Carey handles the Chapter 11 cases of AbitibiBowater Inc. and its U.S. affiliates and the Chapter 15 case of ACI, et al. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: Reports $297,000,000 Net Loss for 2nd Quarter ----------------------------------------------------------------- AbitibiBowater, Inc., reported to the U.S. Securities and Exchange Commission on August 16, 2010, financial results for the quarter period ended June 30, 2010. AbitibiBowater Senior Vice President, Finance and Chief Accounting Officer Joseph B. Johnson related that the newsprint industry experienced a slight decrease in North American demand in the six months of 2010 compared to the same period of 2009. However, the newsprint market was much improved compared to the same period of 2009 when North American demand declined 30.5% compared to the same period of 2008. North American demand for coated mechanical papers improved in the first six months of 2010 compared to the same period of 2009. The specialty papers industry experienced an increase in North American demand in the first six months of 2010 compared to the same period of 2009, particularly for supercalendered high gloss papers. Global shipments of market pulp increased slightly in the first six months of 2010 compared to the same period of 2009, despite a significant decline in China, which was offset by increases in North America and Western Europe. The Company's wood products segment benefited from a significant increase in pricing in the first six months of 2010 compared to the same period of 2009. The Company's sales increased $146 million, or 14.1%, from $1.036 billion in the second quarter of 2009 to $1.182 billion in the second quarter of 2010. The increase was primarily due to significantly higher transaction prices for market pulp and wood products, as well as higher shipments for coated papers, specialty papers and wood products, partially offset by lower transaction prices for specialty papers. Selling and administrative costs for the Company increased $8 million in the second quarter of 2010 compared to the second quarter of 2009, primarily due to a $16 million reversal in the second quarter of 2009 of previously recorded Canadian capital tax liabilities as a result of legislation enacted which eliminated this tax, partially offset by our continued cost reduction initiatives, as well as costs incurred in the second quarter of 2009 related to our unsuccessful refinancing efforts. In the second quarter of 2010 and 2009, AbitibiBowater recorded $3 million and $240 million, respectively, in closure costs, impairment and other related charges, which were not associated with the Company's work towards a comprehensive restructuring plan. In the second quarter of 2010 and 2009, the Company also realized $4 million and $1 million, respectively, in net gains on disposition of assets, which were not associated with its work towards a comprehensive restructuring plan. Net loss attributable to AbitibiBowater Inc. in the second quarter of 2010 was $297 million, or $5.15 per common share, an improvement of $213 million, or $3.69 per common share, compared to $510 million, or $8.84 per common share, in the same period of 2009. The improvement was primarily due to the improvement in operating loss as well as an increase in other income, net, partially offset by an increase in reorganization items, net. As of June 30, 2010 AbitibiBowater employed approximately 11,200 people, of whom approximately 8,100 were represented by bargaining units. The Company's unionized employees are represented predominantly by the Communications, Energy and Paperworkers Union in Canada and predominantly by the United Steelworkers International in the U.S. As of June 30, 2010, there were 54,704,593 shares of AbitibiBowater Inc. common stock outstanding. A full-text copy of AbitibiBowater's 2010 Second Quarter Results is available on Form 10Q at http://ResearchArchives.com/t/s?6938 ABITIBOWATER, INC. Unaudited Consolidated Balance Sheet As of June 30, 2010 ASSETS Current Assets: Cash and cash equivalents $708,000,000 Accounts receivable, net 828,000,000 Inventories, net 515,000,000 Assets held for sale 9,000,000 Other current assets 111,000,000 ---------------- Total Current Assets 2,171,000,000 Fixed assets, net 3,402,000,000 Goodwill 53,000,000 Amortization intangible assets, net 462,000,000 Other assets 561,000,000 ---------------- Total Assets $6,649,000,000 ================ LIABILITIES AND DEFICIT Liabilities not subject to compromise: Current Liabilities: Accounts payable and accrued liabilities $511,000,000 Debtor-in-possession financing 206,000,000 Secured borrowings 120,000,000 Short-term bank debt 680,000,000 Current portion of long-term debt 300,000,000 Liabilities associated with assets held for sale 3,000,000 ---------------- Total Current Liabilities 1,820,000,000 Long-term debt, net of current portion 273,000,000 Pension & other postretirement projected benefit obligations 96,000,000 Other long-term benefits 87,000,000 Deferred income taxes 96,000,000 ---------------- Total Liabilities Not Subject to Compromise 2,372,000,000 Liabilities Subject to Compromise 7,065,000,000 ---------------- Total Liabilities 9,437,000,000 Commitments and Contingencies Deficit: AbitibiBowater, Inc. shareholders' deficit: Common stock, $1 par value, 54.7 shares outstanding as of March 31, 2010 55,000,000 Exchangeable shares at no par value, 3.0 shares outstanding as of March 31, 2010 173,000,000 Additional paid-in capital 2,525,000,000 Deficit (5,188,000,000) Accumulated other comprehensive loss (466,000,000) ---------------- Total AbitibiBowater Inc. shareholders' deficit (2,901,000,000) Non-controlling interests 113,000,000 ---------------- Total Deficit (2,788,000,000) ---------------- Total Liabilities and Deficit $6,649,000,000 ================ ABITIBIBOWATER, INC. Unaudited Consolidated Statements of Operations Three Months Ended June 30, 2010 Sales $1,182,000,000 Cost and expenses: Cost of sales 951,000,000 Depreciation, amortization and cost of timber 125,000,000 Distribution costs 141,000,000 Selling and admin. expenses 39,000,000 Closure costs, impairment & other charges 3,000,000 Net gain on disposition of assets (4,000,000) ---------------- Operating loss (73,000,000) Interest expense (129,000,000) Other expense, net 41,000,000 ---------------- Loss before reorganization items & income taxes (161,000,000) Reorganization items, net (148,000,000) ---------------- Loss before income taxes (309,000,000) Income tax benefit 9,000,000 ---------------- Net loss including non-controlling interests (300,000,000) Net loss (income) attributable to non-controlling interests 3,000,000 ---------------- Net loss attributable to AbitibiBowater Inc. ($297,000,000) ================ ABITIBIBOWATER, INC. Unaudited Consolidated Statements of Cash Flow Three Months Ended June 30, 2010 Cash Flows from Operating Activities: Net loss including non-controlling interests ($806,000,000) Adjustments to reconcile net (loss) to net cash (used in) provided by operating activities: Share-based compensation 3,000,000 Depreciation, amortization and cost of timber 257,000,000 Closure costs, impairment and other charges 8,000,000 Deferred income taxes (7,000,000) Net pension expense (contributions) 6,000,000 Net gain on disposition of assets (13,000,000) Amortization of debt discount (premium), net 8,000,000 Loss (gain) on translation of foreign currency debt (5,000,000) Non-cash reorganization items, net 306,000,000 Changes in working capital: Accounts receivable (56,000,000) Inventories 32,000,000 Other current assets 25,000,000 Accounts payable & accrued liabilities 199,000,000 Other, net 35,000,000 ---------------- Net cash (used in) provided by operating activities (3,000,000) Cash Flows from Investing Activities: Cash invested in fixed assets (26,000,000) Dispositions of assets 62,000,000 Increase in restricted cash (55,000,000) Decrease in deposit requirements for L/C, net - ---------------- Net cash provided by (used in) investing activities (19,000,000) Cash Flows from Financing Activities: Decrease in secured borrowings, net (21,000,000) Cash dividends, including non-controlling interest - Debtor in possession financing costs (5,000,000) Short-term financing, net - Payments of long-term debt - Payments of financing & bank credit facility fees - ---------------- Net cash provided by (used in) financing activities (26,000,000) ---------------- Net (decrease) in cash & cash equivalents (48,000,000) Cash & cash equivalents: Beginning of period 756,000,000 ---------------- End of period $708,000,000 ================ About AbitibiBowater Inc. AbitibiBowater (OTC: ABWTQ) produces newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 22 pulp and paper facilities and 26 wood products facilities located in the United States, Canada and South Korea. The Company also recycles old newspapers and magazines. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. U.S. Bankruptcy Judge Kevin Carey handles the Chapter 11 cases of AbitibiBowater Inc. and its U.S. affiliates and the Chapter 15 case of ACI, et al. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: Settles With Canadian Govt. for C$130MM ----------------------------------------------------------- AbitibiBowater Inc. announced a formal settlement agreement with the Government of Canada with regards to its assets and rights in Newfoundland and Labrador, Canada, expropriated by the provincial government under Bill 75 in December 2008. The Government of Canada will pay AbitibiBowater C$130 million, representing not more than the fair market value of those rights and assets, following the Company's emergence from creditor protection. As part of the settlement agreement, AbitibiBowater will waive its legal actions and claims against the Government of Canada under the North American Free Trade Agreement (NAFTA). A full-text copy of the ABH-Canadian Gov't. Settlement is available for free at: http://bankrupt.com/misc/ABH_NAFTASettlement.pdf "We believe this is an acceptable settlement for our Company, stakeholders and creditors, given the set of circumstances faced by the Company at this particular time as well as the inherent uncertainty of any judicial process," stated David J. Paterson, President and Chief Executive Officer in a public statement. "We are now able to move forward and focus on finalizing our restructuring process and plans to emerge from creditor protection in the fall 2010." "AbitibiBowater would like to thank the Government of Canada for its efforts to reach this settlement and avoid a protracted and expensive NAFTA case. We look forward to continuing our strong working relationships with Canada and contributing to the country's economic, social and sustainable development," concluded Mr. Paterson. The settlement agreement is conditional upon AbitibiBowater obtaining the approval of its terms by the Superior Court of Quebec in the CCAA proceedings and by the U.S. court in the Chapter 11 bankruptcy proceedings as well as court approvals in the U.S. and Canada of AbitibiBowater's restructuring plans. Following emergence, the settlement payment will be paid to the new Canadian entity. Canadian Foreign Affairs' Statement In relation to AbitibiBowater's settlement with the Canadian Government, Canada's Foreign Affairs and International Trade Department issued this statement: "The Government of Canada and AbitibiBowater have reached an agreement regarding the expropriation of assets in Newfoundland and Labrador. "The Government of Canada has agreed to make a payment of $130 million to AbitibiBowater upon the company's restructuring. This payment represents the fair market value of the company's expropriated assets. "AbitibiBowater has agreed to irrevocably and permanently withdraw its claim against Canada. "The Government of Canada has resolved this dispute for the benefit of Canada's long-term economic interests. In reaching this agreement, the Government of Canada is avoiding potentially long and costly legal proceedings. "This approach reaffirms the Government of Canada's commitment to maintaining a rules-based business environment that facilitates free trade and encourages investment. "The Government of Canada is moving forward on an ambitious free trade and investment agenda -- a cornerstone of Canada's strong economic position and future growth. The government will continue to stand up for Canadian businesses at home and abroad by securing greater access to the North American marketplace." About AbitibiBowater Inc. AbitibiBowater (OTC: ABWTQ) produces newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 22 pulp and paper facilities and 26 wood products facilities located in the United States, Canada and South Korea. The Company also recycles old newspapers and magazines. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. U.S. Bankruptcy Judge Kevin Carey handles the Chapter 11 cases of AbitibiBowater Inc. and its U.S. affiliates and the Chapter 15 case of ACI, et al. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ADVANCED HOMECARE: S&P Raises Corporate Credit Rating to 'B+' ------------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its corporate credit rating on Advanced Homecare Holdings Inc. to 'B+' from 'B' because of the company's ability to deleverage through continued EBITDA growth. S&P revised its rating outlook to stable from positive. At the same time, S&P raised its issue-level ratings on the first-lien senior secured loan and revolving credit facility to 'BB' from 'BB-' and the issue-level rating on the second-lien senior secured loan to 'B-' from 'CCC+'. "The speculative grade rating on Advanced Homecare Holdings Inc. (AHH, d/b/a Encompass Home Health Inc.) reflects its operating concentration in the highly competitive home health care industry, its vulnerability to a decline in government reimbursement and significant financial risk profile," said Standard & Poor's credit analyst Tahira Wright. Aided by continued acquisitions and economies of scale, AHH experienced revenue growth of about 25% in the past year, and S&P expects double-digit growth in 2010. However, AHH remains a small player in the competitive home health care field, focusing on serving the elderly population through 63 locations, largely in Texas and Oklahoma. The company's vulnerable risk profile weighs heavily on S&P's view of reimbursement risk as a persistent threat to the business. The home health care industry remains highly vulnerable to reductions in Medicare reimbursement, about 90% of AHH's total payor mix. This susceptibility has been somewhat accelerated by enhanced government scrutiny of the industry. In particular, recent proposals in the 2011 Centers for Medicare and Medicaid Services rulings recommend a variety of adjustments to how home healthcare is reimbursed and coded. This ruling supplements the 2010 health reform legislation, which included revisions to reimbursement over the next few years, leading to greater uncertainty about how rates will be re-based starting in 2014. The changes will result in a net 4.6% Medicare rate reduction for AHH in 2011. However, AHH's current strong operating margins (the result of its focus on high-acuity patients and concentration in its local markets, allowing economies of scale) should provide some headroom over future rate cuts. S&P expects that, after the reduction in reimbursement, AHH will still eke out single-digit revenue growth in 2011, more conservative than present and historical trends. AIG BAKER: Court Dismisses Chapter 11 Case ------------------------------------------ The Hon. Tamara O. Mitchell of the U.S. Bankruptcy Court for the Northern District of Alabama dismissed the Chapter 11 case of AIG Baker Vestavia, L.L.C. According to the Court's order the Debtor and key parties have completed all actions necessary to effectuate the provisions of their settlement agreement dated August 12, 2010. Birmingham, Alabama-based AIG Baker Vestavia, L.L.C., filed for Chapter 11 bankruptcy protection on April 26, 2010 (Bankr. N.D. Ala. Case No. 10-02600). Lee R. Benton, Esq., at Benton & Centeno, LLP, assisted the Debtor in its restructuring effort. The Company estimated its assets and debts at $10 million to $50 million. The Debtor's affiliate, AIG Baker Deptford, LLC, filed a separate Chapter 11 petition on April 1, 2010 (Bankr. N.D. Ala. Case No. 10-02059). AMBAC FIN'L: Hedge Funds Seek to Stop AAC Dividend Payments ----------------------------------------------------------- The Wall Street Journal's Serena Ng and Dow Jones Newswires' Aparajita Saha-Bubna report that a group of hedge funds and investment firms that hold debt insured by a business of Ambac Financial Group Inc. sought in court Monday to stop cash from flowing out of the bond insurer to its parent. The plaintiffs -- including Aurelius Capital Management LP, Fir Tree Inc., King Street Capital LP, Monarch Alternative Capital LP and Stonehill Capital Management LLC -- hold more than $1 billion in mortgage securities or other debt insured by Ambac Assurance Corp., the main operating business of Ambac Financial, they said in a statement. According to the report, the funds filed a motion in a state court in Wisconsin seeking to clarify they had a right to sue Ambac Financial to stop it from receiving cash dividends and other transfers from Ambac Assurance while policy holders that have claims on Ambac-insured securities haven't been paid in full. The report also notes the funds alleged that about $230 million in past dividend payments from Ambac Assurance to its parent in 2008 and 2009 were "fraudulent" transfers because they took place at a time when the bond insurer's financial condition was rapidly deteriorating. They are seeking to recover that money for all policy holders. The report says an Ambac spokeswoman couldn't be immediately reached for comment. About Ambac Assurance Ambac Assurance Corporation is the principal operating subsidiary of Ambac Financial Group, Inc. In March 2010, the Office of the Commissioner of Insurance of the State of Wisconsin commenced rehabilitation proceedings with respect to $35 billion in policies written by Ambac Assurance. Those policies primarily cover principal and interest payments on souring mortgage securities. The regulator also negotiated a potential settlement to roughly $17 billion in contracts on complex financial products with a group of banks. The products -- collateralized-debt obligations -- are pools of securities that have sharply deteriorated in value. About Ambac Financial Headquartered in New York, Ambac Financial Group, Inc., through its subsidiaries, provided financial guarantees and financial services to clients in both the public and private sectors around the world. KPMG LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 financial results. The independent auditors noted of the significant deterioration of Ambac's guaranteed portfolio coupled with the inability to write new financial guarantees has adversely impacted the business, results of operations and financial condition of the Company's operating subsidiary. KPMG also noted of the Company's limited liquidity. Ambac Financial noted in its Form 10-Q for the quarter ended June 30, 2010 that its liquidity and solvency are largely dependent on dividends principal financial guarantee operating subsidiary, Ambac Assurance Corporation, and on the value of the subsidiary. Ambac Financial said that Ambac Assurance is "highly unlikely" to be able to make dividend payments to Ambac for the foreseeable future. Ambac Financial said it is currently pursuing raising additional capital and is also pursuing a restructuring of its outstanding debt through a prepackaged bankruptcy proceeding. The Company's balance sheet at June 30, 2010, showed $30.05 billion in total assets, $31.47 billion in total liabilities, and $1.42 billion in total stockholders' deficit. Ambac once boasted top triple-A credit ratings. In November 2009, Ambac warned it could have problems paying off debt that comes due in 2011. Before the financial crisis, Ambac was the second- biggest bond insurer behind MBIA Inc. AMELIA ISLAND: Plan of Reorganization Wins Court Approval --------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida confirmed Amelia Island Plantation's Plan of Reorganization. As reported in the Troubled Company Reporter on August 26, 2010, Omni Hotels & Resorts won an auction for the Amelia Island resort in Florida. Omni agreed to pay $67.1 million, which is contingent on the Amelia Island Company's Chapter 11 bankruptcy reorganization plan. According to the Disclosure Statement, the sale of substantially all of the Debtor's assets will pay off administrative claims, priority claims, secured claims and unsecured claims. The Plan further provides for the creation of an equity club owned by the members. A full text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/AmeliaIsland_DS.pdf The special counsel for the Debtor is: Gardner F. Davis, Esq. Emerson M. Lotzia, Esq. FOLEY & LARDNER LLP One Independent Drive, Suite 1300 Jacksonville, FL 32202 Tel: (904) 359-2000 Fax: (904) 359-8700 The attorneys for the Debtor are: Richard R. Thames, Esq. Eric N. McKay, Esq. STUTSMAN THAMES & MARKEY, P.A. 50 North Laura Street, Suite 1600 Jacksonville, FL 32202 Tel: (904) 358-4000 Fax: (904) 358-4001 About Amelia Island Plantation Amelia Island Plantation owns a 1,350-acre resort on Amelia Island in Florida. The resort has 249 rooms and three golf courses. The property owes $28.4 million on a first mortgage held by an affiliate of Prudential Retirement Insurance & Annuity Co. The collateral is said by the resort to be worth $46 million. Amelia Island filed for Chapter 11 on Nov. 13, 2009 (Bankr. M.D. Fla. Case No. 09-09601). The Debtor estimated assets and debts in excess of $50 million in its Chapter 11 petition. AMERICAN APPAREL: Complies Listing on AMEX LLC ---------------------------------------------- American Apparel Inc. received a letter from the NYSE Amex LLC stating that the Company's timely filing of its Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, is a condition for the company's continued listing on the Exchange. The company had submitted a plan of compliance on June 1, 2010 to the Exchange. About American Apparel American Apparel, Inc. (NYSE Amex: APP) -- http://www.americanapparel.com/-- is a vertically integrated manufacturer, distributor, and retailer of branded fashion basic apparel based in downtown Los Angeles, California. As of August 15, 2010, American Apparel employed approximately 10,000 people and operated over 280 retail stores in 20 countries, including the United States, Canada, Mexico, Brazil, United Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan, South Korea, and China. American Apparel also operates a leading wholesale business that supplies high quality T-shirts and other casual wear to distributors and screen printers. The Company's balance sheet as of March 31, 2010, showed $295.74 million in total assets, $180.40 million in total liabilities, and stockholders' equity of $115.34 million. Anticipated Covenant Non-Compliance On June 23, 2010, the Company entered into an amendment of its credit agreement with its second lien lender. The Company expects that as of June 30, 2010, based on the preliminary financial results for the second quarter, it was in compliance with all covenants under the second lien credit agreement. However, based on the Company's preliminary financial results for the second quarter ended June 30, 2010, and trends occurring in the Company's business after the second quarter and projected for the remainder of 2010, the Company believes that it is probable that as of September 30, 2010, the Company will not be in compliance with the minimum Consolidated EBITDA covenant under the second lien credit agreement. AMERICAN MART: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: American Mart Hotel Corporation dba Comfort Inn of Denver 555 Republic Drive, Suite 490 Plano, TX 75074 Bankruptcy Case No.: 10-42846 Chapter 11 Petition Date: August 26, 2010 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Judge: Brenda T. Rhoades Debtor's Counsel: John P. Lewis, Jr., Esq. 1412 Main Street, Suite 210 Dallas, TX 75202 Tel: (214) 742-5925 Fax: (214) 742-5928 E-mail: jplewisjr@mindspring.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 Craig E. Landess, vice president. AMIDEE CAPITAL: To Conduct Sept. 23 Auction for All Assets ---------------------------------------------------------- The Hon. Richard S. Schmidt of the U.S. Bankruptcy Court for the Southern District of Texas authorized Amidee Capital Group, Inc., et al., to conduct an auction for substantially all of its assets. Secured lenders Lone Star Bank and Sterling Bank are entitled to exercise their respective credit bid rights to any assets which are the subject of any indebtedness owed by any of the Debtors to either Sterling or Lone Star. The Debtors will conduct an auction on September 23, 2010, at 9:00 a.m. (Central Time) at the offices of Sterling's counsel: WINSTEAD PC 1100 JP Morgan Tower 600 Travis St. Houston, TX Qualified bids are due 5:00 p.m. on September 17. More information on submission of qualified bids can be obtained from Sara Mya Keith (skeith@oakllp.com) at 1113 Vine St., Suite 201, Houston, Texas. The Court will convene a hearing on October 4, at 2:00 p.m. (Central Time), to consider approval of the sale of the assets to the successful bidder. Objections, if any, are due on September 27. About Amidee Capital Houston, Texas-based Amidee Capital Group, Inc., is a Texas corporation formed in 2003 to acquire, renovate, operate and resell real property. Amidee Capital filed for Chapter 11 bankruptcy protection on January 17, 2010 (Bankr. S.D. Tex. Case No. 10-20041). Amidee Capital estimated $10 million to $50 million in assets and debts in its Chapter 11 petition. The Company's affiliates -- Amidee 2006 Preferred Real Estate Income Program, Ltd., et al. -- filed separate Chapter 11 petitions. Matthew Scott Okin, Esq., at Okin Adams & Kilmer LLP, represents the Debtors in their Chapter 11 effort. ANF ASBURY: Has Until September 2 to File Chapter 11 Plan --------------------------------------------------------- The Hon. Theodor C. Albert of the U.S. Bankruptcy Court for the Central District of California directed ANF Asbury Park, LLC, to file its proposed Chapter 11 Plan by September 2, 2010. Irvine, California-based ANF Asbury Park, LLC, filed for Chapter 11 bankruptcy protection on March 5, 2010 (Bankr. C.D. Calif. Case No. 10-12819). The Company estimated assets and debts at $10 million to $50 million in its Chapter 11 petition. Michael G. Spector, Esq., in Santa, California, represents the Debtor in its restructuring effort. APEX DIGITAL: Taps Levene Neale as Bankruptcy Counsel ----------------------------------------------------- Apex Digital, Inc., asks for authorization from the U.S. Bankruptcy Court for the Central District of California to employ Levene, Neale, Bender, Yoo & Brill L.L.P., as bankruptcy counsel, effective as of August 17, 2010. LNBYB will, among other things: a. represent the Debtor in any proceeding or hearing in the Court involving its estate unless the Debtor is represented in the proceeding or hearing by other special counsel; b. conduct examinations of witnesses, claimants or adverse parties and representing the Debtor in any adversary proceeding except to the extent that any such adversary proceeding is in an area outside of LNBYB's expertise or which is beyond LNBYB's staffing capabilities; c. prepare and assist the Debtor in the preparation of reports, applications, pleadings and orders including, but not limited to, applications to employ professionals, interim statements and operating reports, initial filing requirements, schedules and statement of financial affairs, lease pleadings, cash collateral pleadings, financing pleadings, and pleadings with respect to the Debtor's use, sale or lease of property outside the ordinary course of business; and d. represent the Debtor with regard to obtaining use of debtor in possession financing and cash collateral including, but not limited to, negotiating and seeking Court approval of any debtor in possession financing and/or cash collateral pleading or stipulation and preparing any pleadings relating to obtaining use of debtor in possession financing and cash collateral. LNBYB will be paid based on the hourly rates of its personnel: David W. Levene $585 David L. Neale $585 Ron Bender $585 Martin J. Brill $585 Edward M. Wolkowitz $585 Timothy J. Yoo $585 David B. Golubchik $540 Monica Y. Kim $540 Beth Ann R. Young $540 Daniel H. Reiss $540 Irving M. Gross $540 Philip A. Gasteier $540 Jacqueline L. Rodriguez $485 Juliet Y. Oh $485 Michelle S. Grimberg $485 Todd M. Arnold $485 Todd A. Frealy $485 Anthony A. Friedman $415 Carmela T. Pagay $415 John-Patrick M. Fritz $335 Krikor J. Meshefejian $335 Lindsey L. Smith $225 Paraprofessionals $195 Juliet Y. Oh, Esq., at Levene Neale, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. About Apex Digital Walnut, California-based Apex Digital, Inc. -- aka AW XEPA Technologies Inc., AW Apex R&D Shangai, AW Apex, AW E2Go, AW Entertainment to Go -- is a privately held company that provides and markets consumer electronics, including high-definition LCD televisions, home entertainment media devices, solar powered lights and digital set top boxes. Apex Digital filed for Chapter 11 protection on August 17, 2010 (Bankr. C.D. Calif. Case No. 10-44406). The Debtor estimated its assets and debts at $10 million to $50 million as of the Petition Date. ARIZONA HEART: U.S. Trustee Forms Three-Member Creditors Committee ------------------------------------------------------------------ Ilene J. Lashinsky, the U.S. Trustee for Region 14, appointed three members to the official committee of unsecured creditors in the Chapter 11 case of Arizona Heart Institute, Ltd. The Creditors Committee members are: 1. GE Healthcare Attn: Douglas Dietzen 4855 W. Electric Ave East Milwaukee, WI 53219-1629 Tel: (414) 647-4338 Fax: (262) 546-0749 2. Premier Cardiovascular Consultants PLC Attn: Dr. Asha Solsi 725 S. Dobson Road, No. 100 Chandler, AZ 85224 Tel: (480) 628-1272 Fax: (480) 814-0036 3. Teletrak MT Inc. Attn: Kavita Wadhwani 15 W. Putnam, No. B Porterville, CA 93257 Tel: (559) 781-0581 Fax: (559) 783-0733 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. About Arizona Heart Phoenix, Arizona-based Arizona Heart Institute, Ltd., is a specialty outpatient clinic dedicated to the prevention, detection and treatment of cardiovascular diseases. It was founded by Edward B. Diethrich, M.D., in 1971, and at its height operated numerous offices across the Phoenix metropolitan area. Arizona Heart filed for Chapter 11 bankruptcy protection on July 30, 2010 (Bankr. D. Ariz. Case No. 10-24062). C. Taylor Ashworth, Esq., and Christopher Graver, Esq., at Stinson Morrison Hecker LLP, assist the Debtor in its restructuring effort. The Debtor disclosed $16,925,342 in assets and $8,115,541 in debts as of the Petition Date. ASARCO LLC: Files June 30 Quarter Post-Confirmation Report ---------------------------------------------------------- Mark A. Roberts of Alvarez and Marsal North America, LLC, as plan administrator, prepared a post-confirmation report for the period from April 1 to June 30, 2010, for ASARCO LLC and its affiliates. On December 9, 2009, when the Chapter 11 Plan for the ASARCO LLC Debtors was declared effective, the Plan Administrator received funds, totaling $3,633,127,834, which were intended to pay for allowed claim amounts and reserved for unresolved claims. The Plan Administrator prepared tables on a summary of plan distributions and administrative expenses incurred by the Debtors. ASARCO LLC, et al. Post-Confirmation Report For Quarter Ended June 30, 2010 Current Balance Quarter Paid to Date Due ------------ ------------- ------- Plan Admin. Fees & Expenses --------------------------- Plan Admin. Compensation $205,833 $1,090,696 - Legal Fees 1,165,798 1,319,460 - Other Professional Fees 1,024,389 1,024,389 - All Other Expenses - 53,386 - Distributions ------------- Admin. Expenses: Debtor Prof. Fees 2,153,222 12,494,214 - Non-Professional Fees - 302,891,378 - Secured Creditors - 238,416 - Priority Creditors - 900,948 - Unsecured Creditors 5,538,453 3,070,443,626 - Equity Security Holders - - - Other Payments/Transfers 61,780,917 133,295,535 - ------------- ------------- ----- Total Plan Payments $71,868,611 $3,523,752,048 - ============= ============= ===== ASARCO LLC, et al. Post-Confirmation Report For Quarter Ended June 30, 2010 Current Paid to Balance Debtor Professional Fees Quarter Date Due ------------------------ ---------- ---------- ------- AlixPartners LLP $198,759 $835,748 - Anderson Kill & Olick, PC Op Acct 206,329 770,434 - Baker Botts LLP - 1,097,117 - Ballard Spahr, LLP - 1,205 - Barclays Capital Inc. - 5,417,409 - Bates White, LLC - 85,458 - Casecentral, Inc. - 17,178 - Charter Oak Financial Consultants 44,466 140,597 - Colvin Chaney Saenz & Rodriguez LLP - 85 - Creta Law Firm - 23,397 - Elias, Meginnes, Riffle & Seghetti - 1,125 - Encore - 3,181 - Equivalent Data - 1,474 - Eric L. Hiser, PLC - 1,687 - Exponent, Inc. - 9,979 - Fennemore Craig 138 193,606 - Friday, Eldredge & Clark, LLP - 727 - FTI Consulting, Inc. 1,240,000 1,570,045 - Fulbright & Jaworski L.L.P. - 14,525 - George A. Tsiolis - 29,114 - Gibson, Dunn & Crutcher LLP 106,870 106,870 - Gnarus Advisors - 10,073 - Goodstein Law Group PLLC - 2,202 - Grant Thornton LLP 199,967 256,830 - Hanna Brophy MacLean McAleer - 767 - Hawley Troxell - 983 - Herold Law Operating Account - 51,143 - Intralinks Operating Account - 12,089 - Jennings, Strouss & Salmon, PLC - 26,235 - Jordan, Hyden, Womble & Culbreth - 247,610 - Keegan Linscott & Kenon - 137,666 - Kramer Rayson LLP 1,530 12,623 - Law Office Of Robert C. Pate - 26,202 - Legal Analysis Systems Inc. - 8,132 - Little Pedersen Fankhauser - 36 - Merrill Communications - 26,836 - Mooney, Wright & Moore, PLLC - 9,997 - Oppenheimer, Blend, Harrison & Tate - 130,180 - Patton Boggs LLP 32,266 43,041 - Poore, Roth & Robinson, P.C. 170 170 - Porter & Hedges, L.L.P. 43,849 43,849 - Porzio Bromberg & Newman PC 2,435 64,853 - Quarles & Brady Streich Lang - 89,656 - Reed Smith LLP 63,292 269,948 - Stone Pigmann Regular Checking - 1,081 - Stutzman, Bromberg, Esserman & Plifka - 673,916 - The Claro Group, LLC - 7,087 - The Rangel Law Firm, PC - 6,903 - W D Hilton Jr. 13,150 13,150 - ---------- ---------- ------- Total $2,153,222 $12,494,214 - ========== ========== ======= The Post-Confirmation Report was delivered to the Court on August 2, 2010. About Asarco LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: Custodial Trustee Wants Settlement Funds From TCEQ -------------------------------------------------------------- Project Navigator Ltd., the Custodial Trustee of the Texas Custodial Trust, asks U.S. Bankruptcy Judge Richard Schmidt for an order instructing the Texas Commission on Environmental Quality to transfer funds received from a settlement of its claim for remediation of residential properties with ASARCO LLC to the Trust's account. Mary W. Koks, Esq., at Munsch Hardt Kopf & Harr, P.C., in Houston, Texas -- mkoks@munsch.com -- relates that the U.S. Environmental Protection Agency and the TCEQ filed proofs of claim in the Debtors' bankruptcy cases for remediation of residential properties in neighborhoods immediately adjacent to ASARCO's El Paso Smelting facility. Pursuant to a settlement of those claims, the TCEQ was awarded $493,289, which is based on 10% of the EPA's approved settlement. Ms. Koks asserts that the funds from the settlement with ASARCO are earmarked for remediation of ASARCO's smelting facilities in El Paso and Amarillo, in Texas. Thus, she says, the funds should be transferred by the TCEQ into the Custodial Trust Account. About Asarco LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASHLAND INC: S&P Affirms Corporate Credit Rating at 'BB+' --------------------------------------------------------- Standard & Poor's Ratings Services affirmed all its ratings, including its 'BB+' corporate credit rating, on Ashland Inc. and its subsidiary, and revised the outlook to positive from stable. The ratings on Covington, Ky.-based Ashland Inc. reflect its satisfactory business risk profile and still-significant financial risk profile despite substantial debt reduction and earnings improvement since it acquired Hercules Inc. in November 2008. "The outlook revision to positive indicates that S&P believes operating results should continue to strengthen based on the company's business plans and gradual global economic recovery," said Standard & Poor's credit analyst Cynthia Werneth. "Furthermore, S&P believes management will manage its growth objectives, including potential acquisitions, with a view to maintaining credit quality, potentially supporting a somewhat higher rating." Ashland is a diversified chemicals company with leading positions in water-soluble polymers, water treatment chemicals, and chemicals used in paper production. In addition, as owner of the Valvoline brand, it is among the leading suppliers of automotive lubricants and runs the second-largest quick-lube franchise in the U.S. The company also manufactures composites and adhesives and has a sizable chemicals distribution business. The Hercules acquisition furthered Ashland's strategy to focus more on specialty chemicals and provided enhanced scale in certain businesses. In addition, operating cost reductions and management's focus on price management have led to significant margin improvement. Operating margins (before depreciation and amortization) for the manufacturing operations (excluding the lower-margin distribution business) are now in the midteens percentage area, with prospects of moving higher as certain businesses, notably performance materials, recover from the recession. There should also be profit improvement opportunities in water technologies and distribution. However, rising raw material costs can periodically result in moderate margin compression until higher costs can be passed on to customers. S&P could raise the ratings within the next few quarters if the company can maintain FFO to debt of 30%. S&P's base case assumes that operating results will continue to strengthen as global economic conditions support demand growth for the company's products, and the company maintains its focus on price and cost discipline. S&P's base case also assumes that the company will undertake moderate-sized acquisitions to fill out certain product lines and extend its geographic reach. However, a larger acquisition, if debt-financed, could weaken credit metrics, and depending on the size, could cause us to affirm or lower the ratings. ATLANTIS HEALTH: Insolvent by $20MM; Unveils Recapitalization Plan ------------------------------------------------------------------ Crain's New York Business reports that Atlantis Health Plan is insolvent by nearly $20 million, according to the state Department of Insurance. Crain's says Atlantis is negotiating with DOI and an unnamed private investor on terms for injecting $12 million into the company. DOI is giving Atlantis 60 days from Sept. 1 to work out terms. "We're trying to work with the investor on infusing money and keeping Atlantis going through a difficult process," says a DOI spokesman, according to Crain's. Atlantis Health Plan said Friday it has been working diligently over the past several months on a recapitalization effort intended to return the company to solid financial footing. Atlantis said it has entered into a Letter of Intent with an outside investor for a significant capital infusion. The parties are negotiating definitive agreements. The recapitalization is currently slated to close on or about November 1, 2010, contingent on certain closing conditions and subject to approval by the New York regulatory authorities. According to the Company's statement, the planned recapitalization is part of an overall financial restructuring effort for Atlantis. As a part of its restructuring initiative, Atlantis will be working with its healthcare providers and other vendors in an effort to satisfy current obligations. Communications directly to healthcare providers will commence shortly about the restructuring plan and the satisfaction of obligations. Atlantis said, "the economic environment has been difficult for our small business clients and their employees. Federal and local health insurance `reform' initiatives have not been helpful and in fact have been hurtful to the small businesses community. Unfortunately, Atlantis has not been immune to these difficult economic conditions. However, Atlantis is encouraged to be on the doorstep of a restructuring and recapitalization program that will enhance Atlantis's ability to support the small business community and their healthcare needs. The recapitalization will allow Atlantis to emerge from its financial difficulties and move forward more successfully as a core health care provider in the New York community. "Atlantis's management team remains positive about the future of their business model and their ability to provide cost-effective health insurance to its clients. The planned restructuring and recapitalization will ensure that Atlantis is a viable and vibrant company well into the future. Our founding physicians remain dedicated to providing affordable health insurance to small businesses and the working uninsured through the NY State Healthy New York program. The physician founders of Atlantis thank our members, providers, brokers and business partners for their understanding and patience during this time. Atlantis will continue to provide excellent service to our members and seek to reassure our business partners, the provider community and the brokerage community during this transition to a better and healthier Atlantis." According to Crain's New York, Atlantis' niche is low-cost insurance for New York small businesses, including a sizable enrollment in Healthy New York. If the restructuring fails, Atlantis' closure would send 25,000 people to seek coverage from other insurers. According to Crain's, to shave liabilities, Atlantis and the investor will ask doctors and hospitals to negotiate claims. "It's up to the providers if they want to take a lesser amount," says a DOI spokesman, according to Crain's. "But providers are under no obligation to accept a haircut on their claims." Crain's reports that hospitals complain Atlantis is saying regulators will not permit it to pay claims right now. DOI says that is untrue; the plan is not in liquidation. According to Crain's, Atlantis' health has deteriorated sharply since December 2009, when it was operating with a $2.7 million deficit in its statutory reserves. According to Crain's, Atlantis Chief Operating Officer Thomas Dwyer said that "federal and local health insurance reform initiatives have not been helpful and in fact have been hurtful to the small business community. Unfortunately, Atlantis has not been immune to these difficult economic conditions." The recapitalization, Mr. Dwyer added, "will allow Atlantis to emerge from its financial difficulties and move forward more successfully." About Atlantis Health Plan New York-based Atlantis Health Plan -- http://www.atlantishp.com/ -- is a doctor-owned managed care plan and a wholly owned subsidiary of Atlantis Health Systems. AHS is a privately owned New York Corporation. AUTOBACS STRAUSS: U.S. Trustee Objects to Plan Releases ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Trustee in Delaware is objecting to some of the releases and limitations on liability contained in the proposed Chapter 11 plan for Autobacs Strauss Inc. According to Mr. Rochelle, the U.S. Trustee objects to how the Plan would immunize the trustees of two plan trusts from liability for everything except gross negligence or willful misconduct. The U.S. Trustee also doesn't like bonuses being given in the Plan to the chief executive and opposes blanket releases for present and former shareholders, officers, directors, employees, and advisers. U.S. Bankruptcy Judge Christopher Sontchi will convene a hearing to consider confirmation of the Plan on September 15. Mr. Rochelle relates that under the Plan, unsecured creditors in two classes with some $18.7 million in claims are predicted to have a 45% recovery by receiving all the new stock plus an $8.5 million note, assuming total victory in a lawsuit against parent Autobacs Seven Co., and its $44 million claim. If the fight with Autobacs ends in failure, the draft disclosure statement tells unsecured creditors they should see less than 14% plus the new stock. Confirmation of the Plan is conditioned on approval of an employment agreement with Chief Executive Officer Glenn Langsberg. The Plan needs $10 million in exit financing. About Autobacs Strauss Headquartered in South River, New Jersey, Autobacs Strauss Inc. -- http://www.straussauto.com/-- sells after-market automotive parts and accessories, and operate automotive service centers located in New York, New Jersey, Philadelphia, Bethlehem and Pennsylvania. The Company operates 86 retail store locations and has about 1,450 employees. The Company filed for Chapter 11 protection on February 4, 2009 (Bankr. D. Del. Case No. 09-10358). Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor, LLP, represents the Debtor in its restructuring efforts. As of January 3, 2009, the Debtor had total assets of $75,000,000 and total debts of $72,000,000. The Chapter 11 case is Strauss's third. The preceding Chapter 11 case ended with the confirmation of a Chapter 11 plan in April 2007. The Company was then named R&S Parts & Service Inc. ATLANTIC JET: Case Summary & 15 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Atlantic Jet Management, LLC 2525 NW 55 Ct, Hanger 24 Ft. Lauderdale, FL 33309 Bankruptcy Case No.: 10-35289 Chapter 11 Petition Date: August 26, 2010 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: John K. Olson Debtor's Counsel: Christopher Hixson, Esq. LYNCH & ROBBINS, PA 2639 Dr. MLK St. N St. Petersburg, FL 33704 Tel: (727) 822-8696 Fax: (727) 471-0616 E-mail: cinman@robbinsequitas.com Scheduled Assets: $1,355,000 Scheduled Debts: $2,627,409 A list of the Company's 15 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flsb10-35289.pdf The petition was signed by C. Scott Albury, managing member. BIOLASE TECHNOLOGY: Mulder Quits as CEO, President & Chairman ------------------------------------------------------------- Biolase Technology, Inc., reports that effective as of August 24, 2010, David M. Mulder resigned from his positions as chairman, chief executive officer, and president of the Company. In addition, Mr. Mulder resigned as member of the board of directors of the Company. The Company has entered into a Separation Agreement with Mr. Mulder. He will receive (i) a severance payment of $10,416.67, subject to all applicable tax withholding and payable in one installment, (ii) COBRA premiums under the Company's medical and dental benefit plans for six (6) months, and (iii) to the extent that it is permissible by law and in compliance with plan rules, premiums under the Company's group life insurance, accidental death and dismemberment and disability benefit plans for six months, (i) through (iii) above being in full and complete satisfaction of any and all obligations, rights, or claims related in any way to his employment with the Company, including but not limited to those obligations, rights, or claims previously existing under that certain Employment Agreement, dated as of April 29, 2008, as amended, by and between the Company and Mr. Mulder. The severance payment is subject to Mr. Mulder's execution, delivery, and non-retraction of a general release and wavier of claims, and such other terms, conditions, and restrictive covenants customary for agreements of this purpose. Other Resignations The Company also said that on August 22, 2010, Gregory D. Waller resigned from the Biolase Board of Directors. On August 26, James R. Largent resigned from the Company's Board. In connection with Mr. Waller's resignation, Mr. Alexander K. Arrow, a director and member of the Company's Audit Committee, was appointed Chairman of the Audit Committee. Forbearance Agreement On August 16, Biolase and certain of its subsidiaries, as guarantors under a Loan and Security Agreement, dated May 27, 2010, by and among the Company, MidCap Financial LLC, and Silicon Valley Bank, entered into a forbearance agreement on August 16, 2010. The Lenders agreed to, among other things, forbear from taking any action to enforce certain of their rights or remedies under the Loan Agreement with respect to the Company's non-compliance with a minimum EBITDA financial covenant. The Forbearance Agreement is effective until the earliest of (a) August 31, 2010, and (b) the occurrence of certain other events as described in the Forbearance Agreement. The Forbearance Agreement contains covenants by the Company regarding, among other things, supplemental financial reporting, cooperation with the Lenders, and additional disclosures and notices. NASDAQ Delisting As reported by the Troubled Company Reporter, on August 18, Biolase received a staff deficiency letter from The NASDAQ Stock Market indicating that based on the Company's stockholders' equity as reported in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, the Company does not comply with the minimum stockholders' equity requirement of $2.5 million for continued listing on The NASDAQ Capital Market as set forth in NASDAQ Listing Rule 5550(b)(1). As of June 30, 2010, the Company's stockholders' equity was approximately negative $1.3 million. The Company is permitted to submit a detailed plan of compliance by October 4, 2010, advising NASDAQ of the action the Company has taken, or plans to take, that would bring it into compliance with Listing Rule 5550(b)(1). Alternatively, the Company could demonstrate compliance if it satisfied the market value of listed securities or net income from continuing operations listing requirements, which stand as alternatives to the minimum stockholders' equity listing requirement. About BIOLASE Technology Irvine, California-based BIOLASE Technology, Inc. (NASDAQ:BLTI) -- http://www.biolase.com/-- the world's leading dental laser company, develops, manufactures and markets Waterlase technology and lasers and related products that advance the practice of dentistry and medicine. The Company's products incorporate patented and patent pending technologies designed to provide clinically superior performance with reduced pain, faster and biological recovery times. BIOLASE's principal products are dental laser systems that perform a broad range of dental procedures, including cosmetic and complex surgical applications. Other products under development address ophthalmology, pain management and other medical and consumer markets. As of June 30, 2010, the Company had total assets of $20.279 million, total liabilities of $21.582 million, and a stockholders' deficit of $1.303 million. * * * BDO Seidman, LLP, in Costa Mesa, Calif., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations, has had declining revenues, has limited financial resources at December 31, 2009, and is substantially dependent upon its primary distributor for future purchases of the Company's products. BISCAYNE PARK: Gets Final OK to Access Madison's Cash Collateral ---------------------------------------------------------------- The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the Southern District of Florida authorized, on a final basis, Biscayne Park LLC, to use the cash collateral of Madison Realty Capital LP. Madison, prepetition lender, consented to the Debtor's use of cash collateral operate its business postpetition. As adequate protection for any diminution in value of its collateral, Madison will receive replacement liens on the all postpetition real and personal property of the Debtor, subject to carve out on certain expenses. The Debtor's access to the cash collateral will terminate on the earlier to occur of (i) a lender's election, the date on which Madison provides written notice to the Debtor of the occurrence of an event of default; and (ii) December 8, 2010. About Biscayne Park LLC Miami, Florida-based Biscayne Park LLC filed for Chapter 11 bankruptcy protection on April 26, 2010 (Bankr. S.D. Fla. Case No. 10-20941). Joel M. Aresty, Esq., who has an office in Miami Florida, assists the Company in its restructuring effort. The Company disclosed $13,285,500 in assets and $14,318,965 in liabilities as of the Petition Date. BOESER INC: Hearing on Further Cash Collateral Use Set for Today ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Minnesota will convene an expedited hearing today, August 31, 2010, at 3:30 p.m., to consider interim approval to Boeser Inc.'s further access to cash collateral. Boeser has asked for approval from the Court to access the cash collateral of Anchor Bank and First Business Credit. The Debtor is unable to obtain credit on either a secured or unsecured basis from any other source. The Court previously entered interim orders authorizing the Debtor to access cash collateral. The last interim order allows the Debtor to access cash until August 31. The Court will convene a hearing on September 7 at 2:00 p.m., to consider final approval to the Debtor's access of cash collateral. Objections, if any, are due 2:00 p.m. on September 2. The Debtor would use the cash collateral to purchase raw material to manufacture product to resell, and to maintain its business operations. As adequate protection for any diminution in value of the lenders' collateral, the Debtors will grant replacement liens to Anchor Bank and First Business Credit, which replacement liens will have the same priority, dignity and effect as the prepetition liens held by each creditor. About Boeser Inc. Minneapolis, Minnesota-based Boeser, Inc., filed for Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. D. Minn. Case No. 10-42136). Joseph Anthony Wentzell, Esq., at Wentzell Law Office, PLLC, assists the Debtor in its restructuring effort. The Company disclosed $12,343,304 in assets and $3,538,695 in liabilities as of the Petition Date. BRAVO HEALTH: Moody's Affirms 'B1' Ratings on Senior Secured Debt ----------------------------------------------------------------- Moody's Investors Service has affirmed the debt ratings of Bravo Health, Inc. (senior secured at B1; stable outlook) and the Ba1 insurance financial strength rating of its operating subsidiary following the announcement that the company will be acquired by HealthSpring, Inc. (operating companies at Ba1 IFSR) for $545 million in cash. The targeted completion date for the acquisition is the end of 2010, pending regulatory approval. Moody's commented that the rating affirmation reflects the similar lines of business in which HealthSpring operates as well as their similar credit profiles and the profile of the combined organization following the completion of the transaction. Bravo's ratings reflect its small membership base, its concentration in the Medicare Advantage segment, its historically low, but improving, earnings margins, its adequate capitalization level and moderate financial leverage. The ratings also reflect the company's strong market position in the Philadelphia area and its very experienced management team. The last rating action on Bravo was on July 10, 2009, when the ratings were upgraded one notch (senior debt to B1, IFSR to Ba1). These ratings were affirmed with a stable outlook: * Bravo Health, Inc. -- senior secured debt rating at B1; corporate family rating at B1; * Bravo Health Pennsylvania, Inc. -- insurance financial strength rating at Ba1. Bravo Health, Inc., is headquartered in Baltimore, Maryland. For the first six months of 2010 total revenue was $835 million with Medicare Advantage membership (excluding Part D stand alone) of approximately 99,300. As of June 30, 2010, the company reported shareholders' equity of approximately $167 million. Moody's insurance financial strength ratings are opinions about the ability of insurance companies to punctually pay senior policyholder claims and obligations. BRYAN/MOORE DEVELOPMENT: Plan Outline Hearing Set for September 8 ----------------------------------------------------------------- The Hon. Redfield T. Baum, Sr. of the U.S. Bankruptcy Court for the District of Arizona will consider on September 8, 2010, at 9:00 a.m., the adequacy of the information in the disclosure statement explaining Bryan/Moore Development, LLC's Plan of Reorganization. Objections, if any, are due five business days prior to the hearing date. As reported in the Troubled Company Reporter on August 10, according to the Disclosure Statement, the Debtor intends to restructure the claim of Bank of America (Class 2) and use the net rents generated by the real property to service the indebtedness, and to pay all administrative and unsecured claims in full. Under the Plan, the Debtor will pay BofA $13,056,523, plus all accrued interest at the non-default contract rate of 4.67% through the effective date, plus attorney's fees and costs as allowed by the Court, in monthly interest only payments at the fixed rate of 5.75% with a balloon payment of all principal and interest coming due three years after the effective date. Beginning 60 days from the effective Date, all general unsecured claims (Class 3) will be paid in full, in cash. Bryan Moore LLC (Class 4) will retain its interest in the Debtor as the Debtor intends to pay all allowed claims in full and thus Bryan Moore will retain its interest in the Debtor. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/BRYANMOORE_DS.pdf About Bryan/Moore Development Mesa, Arizona-based Bryan/Moore Development, LLC, filed for Chapter 11 bankruptcy protection on March 31, 2010 (Bankr. D. Ariz. Case No. 10-09233). McGuire Gardner P.L.L.C. assists the Debtor in its restructuring efforts. The Company scheduled $15,525,000 in assets and $13,166,621 in liabilities as of the Chapter 11 filing. CAL INVESTMENTS: Case Converted to Chapter 7 Liquidation -------------------------------------------------------- The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the Northern District of California converted Cal Investments Inc.'s Chapter 11 case to one under Chapter 7 of the Bankruptcy Code. Soquel, California-based Cal Investments, Inc., filed for Chapter 11 bankruptcy protection on October 30, 2009 (Bankr. N.D. Calif. Case No. 09-59405). Attorneys at Sagaria Law, P.C., assisted the Debtor in its restructuring effort. The Company disclosed assets of at least $13,957,842, and total debts of $22,913,609 as of the Petition Date. CELEBRITY RESORTS: Still in Talks with Creditors on Plan -------------------------------------------------------- Celebrity Resorts, LLC, et al., ask the U.S. Bankruptcy Court for the Middle District of Florida to extend their exclusive period to file their proposed Plan of Reorganization until September 30, 2010. The Debtors need additional time to further discuss the viability of their Plan with two of their principal secured creditors, Textron Financial Corporation and Farmington Bank. Orlando, Florida-based Celebrity Resorts, LLC, filed for Chapter 11 bankruptcy protection on March 5, 2010 (Bankr. M.D. Fla. Case No. 10-03550). R Scott Shuker, at Latham Shuker Eden & Beaudine LLP, assists the Debtor in its restructuring effort. The Company estimated assets and debts at $10 million to $50 million in its Chapter 11 petition. CELEBRITY RESORTS: Has Interim Access to Textron Cash Collateral ---------------------------------------------------------------- The Hon. Arthur Briskman of the U.S. Bankruptcy Court for the Middle District of Florida, entered, for the fourth time, an interim order authorizing Celebrity Resorts, LLC, et al., to use cash collateral of Textron Financial Corporation. As adequate protection for any diminution in value of the lenders' collateral, the Debtors will grant the secured creditor a replacement lien with the same extent and with the same validity and priority as the creditor's prepetition lien. Orlando, Florida-based Celebrity Resorts, LLC, filed for Chapter 11 bankruptcy protection on March 5, 2010 (Bankr. M.D. Fla. Case No. 10-03550). R Scott Shuker, at Latham Shuker Eden & Beaudine LLP, assists the Debtor in its restructuring effort. The Company estimated its assets and debts at $10 million to $50 million. CENTAUR LLC: Wins Approval to Sell Colorado Casino to Luna ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Centaur LLC was authorized on Aug. 25 to sell the Fortune Valley Hotel & Casino 40 miles west of Denver. The buyer, Luna Gaming Central City LLC, is paying $7.5 million cash plus a $2.5 million note, less adjustments. There were no competing bids. According to Mr. Rochelle, Centaur filed a revised reorganization plan on July 22 where holders of $405 million in first-lien debt are slated to recover 83.3% from a combination of mostly new stock and debt. Holders of $207 million in second-lien debt are in line for a 1.4% recovery. About Centaur LLC Indianapolis, Indiana-based, Centaur, LLC, aka Centaur Indiana, LLC -- http://www.centaurgaming.net/-- is an company involved in the development and operation of entertainment venues focused on horse racing and gaming. The Company and its affiliates filed for Chapter 11 bankruptcy protection on March 6, 2010 (Bankr. D. Del. Case No. 10-10799). Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP, assists the Company in its restructuring effort. The Company disclosed assets of $584 million and debt of $681 million as of the Petition Date. Affiliates Centaur PA Land LP and Valley View Downs LP filed for bankruptcy reorganization in October 2009 to keep alive a project to develop a racetrack in Pennsylvania. The filings were made following the failure to make payments due in October on a $382.5 million first-lien debt and a $192 million second-lien credit. All the companies are subsidiaries of closely held Centaur Inc., which isn't in bankruptcy. CONSPIRACY ENT: June 30 Balance Sheet Upside Down by $4.67MM ------------------------------------------------------------ Conspiracy Entertainment Holdings Inc. filed its quarterly report on Form 10-Q, reporting net income of $19,374 on $2.53 million of net sales for the three months ended June 30, 2010, compared with a net loss of $1.68 million on $755,223 net sales for the same period a year ago. The Company's balance sheet at June 30, 2010, showed $4.72 million in total assets, $9.39 million in total liabilities, and a $4.67 million stockholders' deficit. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?69f4 About Conspiracy Entertainment Based in Santa Monica, California, Conspiracy Entertainment Holdings, Inc., develops, publishes and markets interactive entertainment software. The Company currently publishes titles for many popular interactive entertainment hardware platforms, such as Sony's PlayStation, Nintendo 64 and Nintendo's Game Boy Color and Game Boy Advance as well as the next generation hardware platforms such as Sony's PlayStation 2, Sony's PSP, Nintendo GameCube, Nintendo's DS, Microsoft's Xbox, and also for the PC. CONSUMER PORTFOLIO: Receives Deficiency Notice From NASDAQ ---------------------------------------------------------- Consumer Portfolio Services, Inc. received a NASDAQ staff deficiency letter on August 24, 2010 indicating that the Company has failed to comply with the minimum bid price of $1.00 as required by Rule 5450(a)(1). CPS has until February 22, 2011 to regain compliance; otherwise its common stock would be subject to delisting. The Company is considering several alternatives that could be taken to maintain a listing of its common stock. About Consumer Portfolio Consumer Portfolio Services, Inc. is an independent specialty finance company that provides indirect automobile financing to individuals with past credit problems, low incomes or limited credit histories. CRYOPORT INC: Posts $1.33 Million Net Loss in June 30 Quarter ------------------------------------------------------------- Cryoport Inc. filed its quarterly report on Form 10-Q, reporting a net loss of $1.33 million on $151,460 of revenues for the three months ended June 30, 2010, compared with net loss of $349,723 on $13,703 of revenues for the same period a year earlier. The Company's balance sheet at June 30, 2010, showed $3.40 million in total assets, $5.47 million in total liabilities, and a $2.10 million stockholders' deficit. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?69ec Going Concern KMJ Corbin & Company LLP expressed substantial doubt about the CryoPort Inc.'s ability to continue as a going concern, following the Company's 2009 results. The firm noted that the Company has incurred recurring losses and negative cash flows from operations since inception. Although the Company has working capital of $1,994,934 and cash and cash equivalents balance of $3,629,886 at March 31, 2010, management has estimated that cash on hand, which include proceeds from the offering received in the fourth quarter of fiscal 2010, will only be sufficient to allow the Company to continue its operations only into the second quarter of fiscal 2011. About CryoPort Inc. Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB: CYRXD) -- http://www.cryoport.com/-- provides innovative cold chain frozen shipping system dedicated to providing superior, affordable cryogenic shipping solutions that ensure the safety, status and temperature of high value, temperature sensitive materials. The Company has developed a line of cost-effective reusable cryogenic transport containers capable of transporting biological, environmental and other temperature sensitive materials at temperatures below 0o Celsius. CRYSTAL COAST: Case Summary & 4 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Crystal Coast Land Investors, LLC 7603 Emerald Dr. Emerald Isle, NC 28594 Bankruptcy Case No.: 10-06859 Chapter 11 Petition Date: August 26, 2010 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Stephani W. Humrickhouse Debtor's Counsel: Trawick H Stubbs, Jr., Esq. STUBBS & PERDUE, P.A. P.O. Drawer 1654 New Bern, NC 28563 Tel: (252) 633-2700 Fax: (252) 633-9600 E-mail: efile@stubbsperdue.com Scheduled Assets: $6,807,049 Scheduled Debts: $6,339,549 A list of the Company's four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nceb10-06859.pdf The petition was signed by Grover C. Cauthen, manager. CHARLES RIVER: Moody's Puts Ba1 Rating on Restated Credit Facility ------------------------------------------------------------------ Moody's Investors Service assigned a Ba1 to the amended and restated credit facility of Charles River Laboratories'. The credit facility includes a $400 million term loan and a $350 million revolver, both due 2015. There are no changes to any other ratings, including the Ba2 Corporate Family Rating or the stable outlook. Moody's expect the proceeds of the credit facility to be used to repay existing debt, to fund share repurchases and for general corporate purposes. Moody's have withdrawn the ratings on the existing credit facility. Ratings Rationale The Ba2 Corporate Family Rating reflects Charles River's leading market positions in its core RMS and PCS markets, good geographic and customer diversity, and high barriers to entry. Despite the anticipation of debt-funded share repurchases, Moody's expect financial metrics, including leverage, cash flow to debt and interest coverage, to remain in-line with the Ba2 rating. Moody's expect financial metrics to be stronger than they would have been had Charles River moved forward with the WuXi acquisition. The ratings are constrained by the expectation for continued operating headwinds, particularly in the PCS business, due to lower demand from pharmaceutical and biotech clients and significant industry overcapacity and pricing pressure. Further, should the current share repurchase not be sufficient to appease shareholders, Moody's believe there is the risk of more shareholder friendly initiatives. Ratings Assigned * Senior Secured $350 million Revolving Credit Facility due 2015, Ba1 (LGD2, 29%) * Senior Secured $400 million Term Loan facility due 2015, Ba1 (LGD2, 29%) Ratings Withdrawn * Senior Secured $200 million Revolving Credit Facility due 2011, Baa3 (LGD2, 14%) * Senior Secured $156 million (face value) Term Loan facility due 2011, Baa3 (LGD2, 14%) The outlook is stable and the Speculative Grade Liquidity Rating is SGL-2. The last rating action was August 3, 2010 when Moody's lowered the rating on the existing credit facility to Baa3 from Baa2. Charles River, headquartered in Wilmington, MA, is a contract research organization that provides research tools and services for drug discovery and development. The company's revenues are roughly split between the Research Models and Services business, which involves the commercial production and sale of research models; and the Preclinical Services business, which involves the development and safety testing of drug candidates. The company reported revenues of approximately $1.2 billion for the twelve months ended June 26, 2010. CHEMTURA CORP: Prices Senior Term Loan for $295 Million ------------------------------------------------------- Chemtura Corporation has priced a senior secured term loan in the principal amount of $295 million. The term loan will be funded at 99.0% of its principal amount and will bear interest at a rate per annum equal to the then current reserve adjusted LIBO rate (with a floor of 1.5%) plus a margin of 4.0%, or, at the Company's election, at a rate per annum equal to a floating base rate plus a margin of 3.0%. The term loan is expected to close, subject to customary closing conditions, on August 27, 2010, concurrently with the closing of the previously announced offering of $455 million in principal amount of unsecured senior notes due 2018. Chemtura is offering the senior notes and entering into the term loan as part of its anticipated exit financing package pursuant to its Chapter 11 plan of reorganization, if the Plan is confirmed. The net proceeds of the senior notes offering and term loan will be funded into a segregated escrow account until the Plan is confirmed by the Bankruptcy Court and certain other conditions are satisfied. Upon satisfaction of the escrow conditions, including confirmation of the Plan, Chemtura intends to use the net proceeds, together with cash on hand and a $275 million senior asset based revolving credit facility that the Company plans to enter into concurrently with its emergence from Chapter 11, to make payments contemplated under the Plan and to fund Chemtura's emergence from Chapter 11. The term loan will be guaranteed by each of Chemtura's current and future domestic subsidiaries, other than certain excluded subsidiaries and will be a secured obligation of Chemtura and the guarantors. About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Bankruptcy Creditors' Service, Inc., publishes Chemtura Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Chemtura Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHEMTURA CORP: Signs Deal for $455MM Senior Notes Offering ---------------------------------------------------------- Chemtura Corporation and certain of its subsidiaries, as guarantors, entered into a purchase agreement on August 13, 2010, with Citigroup Global Markets Inc., Banc of America Securities LLC, Barclays Capital Inc., Wells Fargo Securities, LLC and Goldman, Sachs & Co. -- collectively, the "Initial Purchasers" -- for a private placement offering of $455 million in aggregate principal amount of 7.875% senior notes due 2018 at a purchase price of 99.269% of the principal amount of the Senior Notes. The size of the deal was increased from an originally planned $450 million. The Company disclosed the transaction in a Form 8-K filing with the U.S. Securities and Exchange Commission dated August 17, 2010. The Guarantors agreed to jointly and severally guarantee payment of the Senior Notes. Chemtura is offering the Senior Notes as part of its anticipated exit financing package pursuant to its Chapter 11 plan of reorganization, if the Plan is confirmed. The net proceeds of the Senior Notes offering will be funded into a segregated escrow account until the Plan is confirmed by the Bankruptcy Court and certain other conditions are satisfied. Upon satisfaction of the escrow conditions, including confirmation of the Plan, Chemtura intends to use the net proceeds to make payments contemplated under the Plan and to fund its emergence from Chapter 11. In addition to the escrow conditions described, the obligations of the Initial Purchasers to purchase the Senior Notes are subject to customary terms and conditions, including, among other things, accuracy of representations and warranties and the receipt of legal opinions and certificates. The Senior Notes were offered and are anticipated to be sold by Chemtura to the Initial Purchasers in reliance on an exemption pursuant to Section 4(2) of the Securities Act of 1933, as amended. Delivery to the Initial Purchasers of, and payment for, the Senior Notes, is anticipated to be made on or about August 27, 2010. The Senior Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. A full-text copy of the Parties' Purchase Agreement is available at the SEC at: http://ResearchArchives.com/t/s?6a18 About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Bankruptcy Creditors' Service, Inc., publishes Chemtura Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Chemtura Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHEMTURA CORP: Wins Nod to Amend Rights Offering Procedures ----------------------------------------------------------- Chemtura Corporation and its debtor affiliates sought and obtained a Bankruptcy Court ruling approving: (a) amended procedures to govern the "rights offering" contemplated under the Debtors' Joint Chapter 11 Plan Plan dated as of August 4, 2010, as it may be amended or supplemented from time to time; and (b) amended instructions to be provided to holders of interests entitled to participate in the Rights Offering. The Debtors, after further discussions with Epiq Bankruptcy Solutions, LLC, as the subscription agent, have determined that amendments to the Rights Offering Procedures and the Rights Offering Instructions are necessary to better effectuate the Rights Offering. Specifically, at the suggestion of the Subscription Agent, the Debtors propose to change the Rights Offering Record Date to approximately six business days before the date on which the Debtors first send the rights exercise forms to holders of Interests eligible to participate in the Rights Offering. The Debtors and the Subscription Agent believe that the date change is appropriate to facilitate careful and effective review of the list of parties eligible to participate in the Rights Offering and accurate mailing of the rights exercise forms to those parties. In addition, the Debtors sought to amend the Rights Offering Instructions to provide more clarity regarding the Rights Offering by explaining to potential participants when the Debtors will file the results of voting and tabulation on the Plan and how holders of Interests may obtain those results. Since the voting deadline for the Plan is September 9, 2010, and the deadline to participate in the Rights Offering will not occur until September 30, 2010, holders of Interests who wish to know the voting results prior to participating in the Rights Offering will have an opportunity to do so, M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, says. Full-text copies of the Amended Rights Offering Procedures and Amended Instructions are available for free at: http://bankrupt.com/misc/Chem_AmendedRightOffrngProc.pdf Judge Gerber authorizes the Debtors to make further non- substantive changes or modifications to the Rights Offering Procedures and Rights Offering Instructions without further Court order, including changes to correct typographical and grammatical errors. 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) CIRTRAN CORP: Posts $196,600 Net Income in June 30 Quarter ---------------------------------------------------------- Cirtran Corporation filed its quarterly report on Form 10-Q, reporting net income of $196,563 on $5.00 million of net sales for the three months ended June 30, 2010, compared with net income of $865,848 on $3.10 million of net sales for same period a year earlier. The Company's balance sheet at June 30, 2010, showed $16.26 million in total assets, $22.95 million in total liabilities, and a $6.69 million stockholders' deficit. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?69f3 West Valley City, Utah-based CirTran Corporation (OTC BB: CIRC) http://www.CirTran.com/-- and its subsidiaries provide turnkey manufacturing services using surface mount technology, ball-grid array assembly, pin-through-hole, and custom injection molded cabling in the United States and the People's Republic of China. COLLIER LAND: Has Until October 21 to Propose Chapter 11 Plan ------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Pennsylvania extended Collier Land & Coal Development, LP's exclusive periods to file, and solicit acceptances for, a Chapter 11 plan until October 21, 2010 and December 20, respectively. Clairton, Pennsylvania-based Collier Land & Coal Development, LP, began its operations in 2007 with the intention of mining the coal on the real estate and then subdividing the land and selling approximately 59 buildable lots to developers. The Company filed for Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. W.D. Pa. Case No. 10-22059). Robert S. Bernstein, Esq., and Scott E. Schuster, Esq., at Bernstein Law Firm, P.C., assist the Debtor in its restructuring effort. The Debtor estimated its assets at 10 million to $50 million and debts at $1 million to $10 million, as of the petition date. CURTIS GORDON, JR.: Case Summary & 17 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Curtis Gordon, Jr. 7210 Beechland Beach Road Prospect, KY 40059 Bankruptcy Case No.: 10-34581 Chapter 11 Petition Date: August 27, 2010 Court: U.S. Bankruptcy Court Western District of Kentucky (Louisville) Judge: Thomas H. Fulton Debtor's Counsel: Gordon A. Rowe, Jr., Esq. The Starks Building, Suite 1430 455 S. 4th Street Louisville, KY 40202 Tel: 584-1300 Fax: 584-9555 E-mail: g3rowelaw@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 17 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/kywb10-34581.pdf DELTA AIR LINES: Commences Tender Offers for Certs. & Notes ----------------------------------------------------------- Delta Air Lines, Inc. (NYSE: DAL), announced that as part of its ongoing efforts to reduce the company's debt levels, it has commenced cash tender offers to purchase certain specified series of outstanding Pass Through Certificates and its 11-3/4% Senior Second Lien Notes due 2015. The tender offers consist of separate offers: * The Any and All Offers consist of offers to purchase three series of Northwest Airlines Pass Through Certificates as listed in the table below; and * The Dutch Auction Offers consist of offers to purchase, under certain conditions, Delta Pass Through Certificates Series 2007-1C and Delta's 11-3/4% Senior Second Lien Notes due 2015, using a modified "Dutch Auction" procedure. The securities and other information related to the tender offers are: Any and All Offer Current Original Principal CUSIP Principal Amt Outstanding Title of Security Number Amt Issued (1) ----------------- --------- ----------- --------------- Northwest Airlines, 667294BD3 $56,000,000 $18,974,478 Inc. Pass Through Certificates, Series 2002-1C-2 Northwest Airlines, 667294BA9 $487,131,000 $230,651,985 Inc. Pass Through Certificates, Series 2002-1G-1(4) Northwest Airlines, 667294BF8 $115,845,000 $90,561,926 Inc. Pass Through Certificates, Series 2007-1B Total Consideration Interest Early Tender (Acceptable Bid Title of Security Rate Payment(2) Price Range)(2)(3) ----------------- -------- ------------ ------------------ Northwest Airlines, 9.055% $30.00 $1,050.00 Inc. Pass Through Certificates, Series 2002-1C-2 Northwest Airlines, 1.095%(5) $30.00 $940.00 Inc. Pass Through Certificates, Series 2002-1G-1(4) Northwest Airlines, 8.028% $30.00 $1,010.00 Inc. Pass Through Certificates, Series 2007-1B Dutch Auction Offer Current Original Principal CUSIP Principal Amt Outstanding Title of Security Number Amt Issued (1) ----------------- --------- ----------- --------------- Delta Air Lines, 247367BK0 $220,103,000 $159,152,912 Inc. Pass Through Certificates, Series 2007-1C Delta Air Lines, 247361ZE1 $600,000,000 $567,510,000 Inc. 11-3/4% Senior Second Lien Notes due 2015 Total Consideration Interest Early Tender (Acceptable Bid Title of Security Rate Payment(2) Price Range)(2)(3) ----------------- -------- ------------ ------------------ Delta Air Lines, 8.954% $30.00 $1,012.50-$1,047.50 Inc. Pass Through Certificates, Series 2007-1C Delta Air Lines, 12-1/4%(6) $30.00 $1,102.50-$1,137.50 Inc. 11-3/4% Senior Second Lien Notes due 2015 1. As of August 25, 2010; reflects principal repayments on each series of pass through certificates according to the amortization schedule applicable to such series; excludes securities held by Delta. 2. Per $1,000 current principal amount outstanding of securities accepted for purchase. 3. Includes the Early Tender Payment. 4. A beneficial holder of approximately 40% of the current principal amount outstanding of the securities of this series has indicated to Delta that it intends to tender its securities pursuant to the tender offer. 5. Floating rate based on USD 3-month LIBOR + 0.75%. 6. The current interest rate on the Delta Air Lines, Inc. 11-3/4% Senior Second Lien Notes due 2015 includes additional interest applicable to such series. The offers are made pursuant to and are subject to the terms and conditions described in an Offer to Purchase dated Aug. 25, 2010, and a related Letter of Transmittal. The tender offers expire at 11:59 p.m. Eastern Time on Sept. 24, 2010, unless extended or earlier terminated. Holders of securities must validly tender and not validly withdraw their securities by 5 p.m. Eastern Time on Sept. 10, 2010 (unless extended) to be eligible to receive the applicable total consideration, which includes an early tender payment of $30 per $1,000 current principal amount outstanding of any securities accepted for purchase. Holders of securities who validly tender their securities after 5 p.m. Eastern Time on Sept. 10, 2010 (unless extended) and by the expiration date will only be eligible to receive the applicable total consideration minus the early tender payment. Tenders of the securities may be withdrawn at any time at or prior to 5 p.m. Eastern Time on Sept. 10, 2010 (unless extended), but may not be withdrawn thereafter unless required by applicable law. No offer is conditioned upon any minimum amount of securities being tendered or the consummation of any other offer. Each offer may be amended, extended or terminated separately. As of the date of the Offer to Purchase, the current aggregate principal amount outstanding of the securities subject to the Any and All Offer is $340,188,659, and the current aggregate principal amount outstanding of the securities subject to the Dutch Auction Offer is $726,662,912, in each case excluding securities held by Delta. The principal amount of securities to be purchased in the Dutch Auction Offer will be equal to the amount, if any, by which the current principal amount outstanding of securities purchased through the Any and All Offer is less than $300 million (the "Dutch Auction Cap"). If the principal amount of securities purchased through the Any and All Offer equals or exceeds $300 million, no securities will be purchased in the Dutch Auction Offer. Pricing and acceptance in the Dutch Auction Offer will be determined according to the procedures described in the Offer to Purchase. The amounts of each series of securities that are purchased in the Dutch Auction Offer may be prorated as set forth in the Offer to Purchase. Tenders at a premium outside the applicable bid price range will not be accepted and will not be used in calculating the clearing premium. The Offer to Purchase and related Letter of Transmittal also address certain U.S. federal income tax consequences. Holders should seek their own advice based on their particular circumstances from an independent tax advisor. Delta has retained Barclays Capital Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated and UBS Securities LLC to serve as the Dealer Managers for the tender offers. Delta has also retained Global Bondholder Services Corporation to serve as the Depositary and Information Agent. Copies of the Offer to Purchase and Letter of Transmittal can be obtained by contacting the Information Agent at (866) 873-7700. Questions regarding the tender offers should be directed to Barclays Capital at (800) 438- 3242 (toll-free) or (212) 528-7581 (collect), Deutsche Bank Securities at (866) 627-0391 (toll free) or (212) 250-2955 (collect), Morgan Stanley at (800) 624-1808 (toll free) or (212) 761-5384 (collect), and UBS Investment Bank at (888) 719-4210 (toll free) or (203) 719-4210 (collect). You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offers. This press release is not a tender offer to purchase or a solicitation of acceptance of a tender offer, which may be made only pursuant to the terms of the Offer to Purchase and the Letter of Transmittal. In any jurisdiction where the laws require the tender offers to be made by a licensed broker or dealer, the tender offers will be deemed made on behalf of Delta by Barclays Capital Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporation and UBS Securities LLC, or one or more registered brokers or dealers under the laws of such jurisdiction. The tender offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. 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 MUTUAL: Posts $198,000 Net Loss for June 30 Quarter --------------------------------------------------------- Delta Mutual Inc. filed its quarterly report on Form 10-Q, reporting net loss of $197,956 on zero revenue for the three months ended June 30, 2010, compared with net loss of $455,513 on zero revenue for the same period a year ago. The Company's balance sheet at June 30, 2010, showed $2.13 million in total assets, $1.23 million in total liabilities, all current, and $903,629 in stockholders' equity. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?69f5 About Delta Mutual Scottsdale, Ariz.-based Delta Mutual, Inc. (OTCBB: DLTZ) -- http://www.deltamutual.com/-- is continuing its investment in the energy field and is currently in the process of opening oil wells in the Guemes area of Salta in Argentina and has partnered with major oil and gas companies to increase its presence and asset producing properties. * * * Following the Company's 2009 results, Jewett, Schwartz, Wolfe & Associates, in Hollywood, Florida, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has an accumulated deficit of $3,580,837 and working capital deficiency of $967,042 as of December 31, 2009, and is not generating sufficient cash flows to meet its regular working capital requirements. DENNY'S CORP: Names Robert Rodriquez as Chief Operating Officer --------------------------------------------------------------- Denny's Corporation has named Robert Rodriguez as chief operating officer, effective no later than September 13, 2010. The Company said that Mr. Rodriguez brings deep leadership and restaurant operations experience. Since 2008 he served as President and Chief Operating Officer at Pick Up Stix, a multi- divisional franchise company in the Asian quick casual segment owned by Carlson Restaurants Worldwide. Prior to 2008 he was President at Dunkin' Donuts. In his new role, Mr. Rodriguez will be responsible for the leadership of Denny's operations for all franchise and company units. Debra Smithart-Oglesby, interim chief executive officer and board chair of Denny's, stated, "We are confident the Denny's team will truly benefit from Robert's vast industry experience, from both an operations and executive leadership perspective. His expertise in working with franchise concepts complements Denny's long-term franchise driven growth strategy. Robert's operational expertise will also contribute to our effort to enhance the Denny's experience for all of our guests at our more than 1,500 locations." Incentive Awards The Compensation and Incentives Committee of Denny's Board of Directors approved these incentive awards for Mr. Rodriguez: i) 250,000 performance-based restricted stock units, to be granted on or about September 13, 2010, and ii) a non-qualified stock option to purchase up to 100,000 shares of common stock, to be granted on October 1, 2010. The performance-based restricted stock units represent the right to earn up to 250,000 shares of Denny's common stock, based on the closing price of the common stock exceeding specific price hurdles for 20 consecutive trading days, and subject to Mr. Rodriguez's continued employment with Denny's. The stock options will have an exercise price per share equal to the fair market value of the underlying shares as of the grant date. The options will vest in equal annual installments on each of the first three anniversaries of the grant date, subject to Mr. Rodriguez's continued employment with Denny's. The stock options have a maximum term of ten (10) years. The awards were negotiated and approved as an incentive to Mr. Rodriguez's entering into employment with Denny's in accordance with NASDAQ Listing Rule 5635(c)(4). About Denny's Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ: DENN) -- http://www.dennys.com/-- Denny's is one of America's largest full-service family restaurant chains, consisting of 1,348 franchised and licensed units and 232 company-owned units, with operations in the United States, Canada, Costa Rica, Guam, Mexico, New Zealand and Puerto Rico. The Company's balance sheet for June 30, 2010, showed $296.6 million in total assets, $409.5 million in total liabilities, and a stockholders' deficit of $112.9 million. Denny's carries "B2" corporate family and probability of default ratings from Moody's Investors Service. DEUCE INVESTMENTS: Postpones Plan Hearing to Resolve Issues ----------------------------------------------------------- Deuce Investments, Inc., asks the U.S. Bankruptcy Court for the Eastern District of North Carolina to continue the hearing on the confirmation of its Plan of Reorganization for at least 30 days from the scheduled August 26 hearing date. The Debtor explains that it needs additional time to negotiate with counsel for the lenders to resolve the pending issues and obtain a confirmed plan. Creditors Crescent State Bank and Donald R. Mason both consented to continuation of the hearing on confirmation of the Debtor's Plan. According to the Disclosure Statement, the Debtor proposes to pay its creditors under the Plan through the liquidation of all of its real and personal property. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/DEUCEINVESTMENTS_DS.pdf About Deuce Investments, Inc. Clayton, North Carolina-based Deuce Investments, Inc., filed for Chapter 11 bankruptcy protection on Feb. 12, 2010 (Bankr. E.D. N.C. Case No. 10-01083). Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., assists the Company in its restructuring effort. The Company scheduled assets of $17,334,282, and total debts of $21,297,698 as of the bankruptcy filing. ELITE LANDINGS: Plan Confirmation Hearing Set for September 10 -------------------------------------------------------------- The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the District of Minnesota will convene a hearing on September 10, 2010, at 9:00 a.m., to consider the confirmation of Elite Landings, LLC, and Petters Aviation, LLC's Plan of Liquidation. The hearing will be held at Courtroom 8 West at U.S. Courthouse, 300 South Fourth Street, Minneapolis, Minnesota. Objections, if any, are due seven days prior to the hearing. Five days prior to the hearing is fixed as the last day to timely file the ballots to accept or reject the plan. As reported in the Troubled Company Reporter on April 28, 2010, the Plan proposes to deal with the assets, liabilities and ownership interests of each Debtor separately. The assets of each Debtor to be liquidated are claims against MN Airlines, LLC, dba Sun Country Airlines, which is also a debtor-in-possession under Chapter 11 of the U.S. Bankruptcy Code, its parent, MN Airline Holdings, Inc., which is a debtor-in-possession under Chapter 11 of the Bankruptcy Code, and claims against various other entities, which are either in bankruptcy or in receivership that were at one time within the business ambit of Thomas Petters. Unsecured creditors holding allowed claims will receive distributions based on the resolution and the liquidation of the assets of each Debtor. A full-text copy of the Disclosure Statement, as amended, is available for free at: http://bankrupt.com/misc/EliteLandings_AmendedDS.pdf About Elite Landings Based in Minnetonka, Minnesota, Elite Landings, LLC was, prior to filing for bankruptcy, engaged in the business of purchasing Airbus Corporate Jet Aircraft from Airbus S.A.S. and reselling them. The company filed for Chapter 11 relief on Oct. 9, 2008 (Bankr. D. Minn. Case No. 08-45210). Cass Weil, Esq., and James A. Rubenstien, Esq., at Moss & Barnett, represent Elite Landings, LLC as counsel. In its petition, the Company estimated between $10 million and $50 million in assets and debts. The company is a wholly owned subsidiary of Petters Aviation, LLC. Petters Aviation is the owner of 84.4% of the issued and outstanding stock in MN Airline Holdings, Inc., which, in turn, owns 100% o the stock in MN Airlines, LLC dba Sun Country Airlines. Petters Aviation filed its Chapter 11 case on October 6, 2008. Both MN Airline Holdings, and MN Airlines, LLC are debtors-in- possession in Chapter 11 cases pending in the district. Petters Aviation is a wholly owned subsidiary of Thomas Petters, Inc., which is in turn owned 100% by Thomas J. Petters, individually. Thomas Petters, the founder and former CEO of Petters Group, has been indicted and a criminal proceeding against him is proceeding in the U.S. District Court for the District of Minnesota. About Petters Group Worldwide Based in Minnetonka, Minn., Petters Group Worldwide LLC is named for founder and chairman Tom Petters. The group is a collection of some 20 companies, most of which make and market consumer products. It also works with existing brands through licensing agreements to further extend those brands into new product lines and markets. Holdings include Fingerhut (consumer products via its catalog and Web site), SoniqCast (maker of portable, WiFi MP3 devices), leading instant film and camera company Polaroid (purchased for $426 million in 2005), Sun Country Airlines (acquired in 2006), and Enable Holdings (online marketplace and auction for consumers and manufacturers' overstock inventory). Petters formed the company in 1988. Petters Company, Inc. is the financing and capital-raising unit of Petters Group Worldwide, LLC. Petters Company, Inc. and Petters Group Worldwide, LLC, filed separate petitions for Chapter 11 relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and 08- 45258, respectively). James A. Lodoen, Esq., at Lindquist & Vennum P.L.L.P., represents the Debtors as counsel. In its petition, Petters Company, Inc. estimated debts of between $500 million and $1 billion, while its parent, Petters Group Worldwide, LLC, estimated debts of not more than $50,000. As reported in the Troubled Company Reporter on Oct. 7, 2008, Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing business as Sun Country Airlines, Inc., and MN Airline Holdings, Inc., filed for Chapter 11 bankruptcy protection with the U.S. Bankruptcy Court for the District of Minnesota on Oct. 6, 2008 (Lead Case No. 08-45136). Petters Aviation, LLC is a wholly owned unit of Thomas Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's parent company. Polaroid Corp., which was owned by Petters since 2005, filed its second voluntary petition for Chapter 11 on Dec. 18, 2008 (Bankr. D. Minn., Lead Case No. 08-46617). EMMIS COMMUNICATIONS: Extends Exchange Offer to September 2 ----------------------------------------------------------- Emmis Communications Corporation is further extending its offer to issue 12% PIK Senior Subordinated Notes due 2017 in exchange for Emmis' 6.25% Series A Cumulative Convertible Preferred Stock at a rate of $30.00 principal amount of New Notes for each $50.00 of liquidation preference of Preferred Stock until 5:00 p.m., New York City time, on Thursday, September 2, 2010. The exchange offer, as previously extended, was originally scheduled to expire at 5:00 p.m., New York City time, on Friday, August 27, 2010. Emmis also announced that the special meeting of Emmis shareholders held at 6:30 p.m., local time, on Friday, August 27, 2010, to vote on certain amendments to the terms of the Preferred Stock, was initially adjourned until 8:00 a.m., local time, on Monday, August 30, 2010, and subsequently adjourned until 6:30 p.m., local time, on Thursday, September 2, 2010, at One Emmis Plaza, 40 Monument Circle, Indianapolis, Indiana 46204. Emmis has been informed that JS Acquisition, Inc., an Indiana corporation whose equity securities are owned entirely by Mr. Jeffrey H. Smulyan, the Chairman, Chief Executive Officer and President of Emmis, and JS Acquisition, LLC, an Indiana limited liability company -- JS Parent -- that is wholly owned by Mr. Smulyan, is further extending its tender offer to purchase all of Emmis' outstanding shares of Class A common stock for $2.40 per share in cash until 5:00 p.m., New York City time, on Thursday, September 2, 2010. The tender offer, as previously extended, was originally scheduled to expire at 5:00 p.m., New York City time, on Friday, August 27, 2010. The offers are being further extended because Emmis, JS Parent, JS Acquisition and Mr. Smulyan are continuing their discussions in an effort to reach an agreement with Alden Global Capital, a private asset management company that had previously agreed to provide financing for the tender offer through an affiliate, and a group of holders of approximately 38.3% of the outstanding shares of Preferred Stock in the aggregate who have previously indicated that they would vote against the matters to be voted on at the special meeting. During the past several weeks, Emmis, JS Parent, JS Acquisition, Mr. Smulyan, Alden and the representatives of the group of holders of Preferred Stock negotiated and agreed in principle on revised economic terms for the contemplated transactions that each indicated it would support. Subsequently, Alden has informed Emmis, JS Parent, JS Acquisition and Mr. Smulyan that it would no longer support the negotiated terms. Accordingly, although discussions are continuing, JS Acquisition believes it is unlikely that an agreement will be reached with either Alden or the group of holders of Preferred Stock. As of 5:00 p.m., New York City time, on Friday, August 27, 2010, 422,403 shares of Preferred Stock had been tendered into and not withdrawn from the exchange offer. In addition, as of 5:00 p.m., New York City time, on Friday, August 27, 2010, 21,274,709.46 Class A shares had been tendered into and not withdrawn from the tender offer. If not withdrawn at or prior to the expiration of the tender offer, such shares would satisfy the Minimum Tender Condition. As of August 30, 2010, Smulyan et al. may be deemed to beneficially own 6,122,532 shares of Class A Common Stock and 6,101,476 shares of Class B Common Stock -- roughly 29.1% of the outstanding shares -- which are convertible into shares of Class A Common Stock at any time on a share-for-share basis. The shares of Common Stock that Smulyan et al. may be deemed to beneficially own consist of: -- 8,441.4075 shares of Class A Common Stock held in the 401(k) Plan; -- 9,755 shares of Class A Common Stock held by Mr. Smulyan individually; -- 11,120 shares of Class A Common Stock held by Mr. Smulyan for his children over which Mr. Smulyan exercises or shares voting control; -- 3,000 shares of Class A Common Stock held by Mr. Smulyan as trustee for his niece over which Mr. Smulyan exercises or shares voting control; -- options to purchase 97,566 shares of Class A Common Stock that are exercisable currently or within 60 days of August 30, 2010; -- 30,625 shares of Class A Common Stock held by The Smulyan Family Foundation, as to which Mr. Smulyan shares voting control; -- 4,930,680 shares of Class B Common Stock held by Mr. Smulyan individually; -- options to purchase 1,170,796 shares of Class B Common Stock that are exercisable currently or within 60 days of August 30, 2010; -- 4,243,578.28 shares of Class A Common Stock beneficially owned by Alden, filed on July 6, 2010, which consists of: (i) 1,406,500 shares of Class A Common Stock that Alden holds and (ii) 2,837,078.28 shares of Class A Common Stock into which the 1,162,737 shares of Preferred Stock are convertible; and -- 1,718,446 shares of Class A Common Stock held by the Rollover Shareholders. About Emmis Headquartered in Indianapolis, Indiana, Emmis Communications Corporation -- http://www.emmis.com/-- owns and operates radio stations and magazine publications in the U.S. and in Europe. At February 28, 2010, the Company had $498,168,000 in total assets; $487,246,000 in total liabilities and $140,459,000 in Series A Cumulative Convertible Preferred Stock; and shareholders' deficit of $178,959,000. At February 28, 2010, the Company had non-controlling interests of $49,422,000 and total deficit of $129,537,000. As of April 15, 2010, the Company had not paid the Preferred Stock dividend for six consecutive quarterly periods. * * * In April 2009, Moody's cut its corporate family rating on the Company to 'Caa2'. In May 2009, S&P raised its corporate credit rating on the Company to 'CCC+'. In June, S&P withdrew the 'CCC+' Corp. Credit Rating at the Company's request. EMPIRE RESORTS: Names Nanette Horner as Chief Compliance Officer ---------------------------------------------------------------- Empire Resorts Inc. appointed effective Aug. 25, 2010, Nanette L. Horner as chief compliance officer. Ms. Horner has served as the Company's Corporate Vice President of Legal Affairs since July 1, 2010. Prior to her employment by the Company, Ms. Horner worked in the Office of Chief Counsel assigned to the Bureau of Licensing of the Pennsylvania Gaming Control Board since July 2005. In September 2006, Ms. Horner was named the Board's first Director of the Office of Compulsive and Problem Gambling. She is a member of the Standards, Policies and Regulations Interest Group for the National Council on Problem Gambling, and American Mensa. Ms. Horner is on the advisory board to the National Center for Responsible Gaming's Annual Conference on Gambling and Addiction, was elected to the Board of Directors of the International Masters of Gaming Law in 2008 as the representative of the Regulators Affiliate Member classification and is a member of the IMGL's Responsible Gaming Committee. She has been involved in the gaming industry, as an attorney, since 1996 and is an adjunct professor of law at Rutgers University School of Law-Camden where she teaches Casino Law. About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- currently owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. Auditor Friedman LLP, in New York, after auditing the Company's 2009 results, said Empire Resorts' ability to continue as a going concern depends on the Company's ability to fulfill its obligations with respect to its $65 million of 5-1/2% senior convertible notes. Friedman also noted of the Company's continuing net losses and negative cash flows from operating activities. EPICEPT CORPORATION: Fails to Get FDI Approval on Ceplene --------------------------------------------------------- EpiCept Corporation said it received a refusal to file letter from the U.S. Food and Drug Administration. In its preliminary review of the Ceplene NDA, the FDA concluded that the application did not establish Ceplene's therapeutic contribution in its combination with IL-2, and recommended that an additional confirmatory pivotal trial assessing Ceplene's contribution and using overall survival as a primary endpoint be conducted. EpiCept intends to request a meeting with the FDA as soon as possible to discuss its comments on the NDA submission. The Company retains the right to file the NDA over FDA objections. "We are surprised and obviously very disappointed by the FDA's decision on our application," commented Jack Talley, President and Chief Executive Officer of EpiCept. "The Ceplene/IL-2 regimen, which is being rolled out to patients in the European Union, is the only approved treatment that has been shown to prevent relapse of AML patients, of whom the majority will die within a year should a relapse occur. We believe that the results of the Ceplene Phase III AML study, which demonstrated a statistically significant improvement in leukemia free survival without impacting patients' quality of life and no treatment related mortality, together with the supporting data we generated for the application deserved a detailed review. In addition, six randomized large scale studies have shown that IL-2 alone is not an effective therapy for AML patients. We will meet with the FDA as soon as possible to explore whether a basis exists to resubmit the application without conducting a new clinical trial." 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. The Company's balance sheet as of June 30, 2010, showed $11.4 million in total assets, $21.6 million in total liabilities, and stockholders' deficit of $10.2 million. As reported in the Troubled Company Reporter on March 18, 2010, Deloitte & Touche LLP in Parsippany, New Jersey, expressed substantial doubt against EpiCept Corporation's ability as a going concern after auditing the Company's financial statements for the year ended December 31, 2009. The independent auditors noted that the Company has recurring losses from operations and a stockholders' deficit of $9.1 million at December 31, 2009. ERNIE JACOBSEN: Gets Additional 90 Days Exclusivity Extension ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Mississippi extended for an additional 90 days Ernie Lee Jacobsen and Donna Jean Jacobsen's exclusive periods to submit a proposed Chapter 11 Plan and an explanatory Disclosure Statement, and a similar extension to obtain acceptances for the Plan. Ernie Lee Jacobsen and Donna Jean Jacobsen filed for Chapter 11 bankruptcy protection on October 29, 2009 (Bankr. N.D. Miss. Case No. 09-15667). The Joint Debtors listed assets of $15,283,881 and debts of $16,518,690 in their schedules. FGIC CORP: Sept. 30 Deadline to File Proofs of Claim ---------------------------------------------------- The U.S. Bankruptcy Court has entered an order fixing 5:00 p.m. on Sept. 30, 2010, as the deadline for creditors to file proofs of claim on account of prepetition debts arising before Aug. 3, 2010. The Garden City Group, Inc., serves as the Debtors' claims agent and can be reached at (800) 327-3667 by telephone or FGICinfo@gardencitygroup.com by e-mail. New York-based FGIC Corporation is a privately held insurance holding company that owns bond insurer Financial Guaranty Insurance Company -- http://www.fgic.com FGIC Corp. sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-14215) on Aug. 3, 2010. Brian S. Lennon, Esq., at Kirkland & Ellis LLP, serves as counsel to the Debtor. Garden City Group, Inc., is the Debtor's claims and notice agent. In its schedules, the Debtor disclosed $11,539,834 in total assets and $391,555,568 in total liabilities as of the Petition Date. As reported in the Troubled Company Reporter on Aug. 16, 2010, the Debtor has submitted a chapter 11 plan that proposes a 2% to 3% recovery for unsecured creditors and no recovery by the company's shareholders. FRASER PAPERS: Delays Filing of Q2 Financial Statements ------------------------------------------------------- Fraser Papers Inc. disclosed the financial statements for the interim period ended July 3, 2010, including the related management discussion and analysis, and CEO and CFO certifications will not be filed by the September 1, 2010 due date. Fraser Papers remains under creditor protection pursuant to the provisions of the Companies' Creditors Arrangement Act, with its stay of proceedings having been extended by the court to October 29, 2010. The Company is working diligently to finalize the accounting for certain restructuring transactions and will file the Required Documents as soon as is practicable. Until the Required Documents are filed, the Company intends to provide information in accordance with National Policy 12-203 Cease Trade Orders for Continuous Disclosure Defaults. About Fraser Papers Fraser Papers -- http://www.fraserpapers.com/-- is an integrated specialty paper company that produces a broad range of specialty packaging and printing papers. The Company has operations in New Brunswick, Maine, New Hampshire and Quebec. On June 18, 2009, citing continued operating losses, weak markets for pulp and lumber, impending debt repayments and significant pension funding obligations, the Company and its subsidiaries filed for protection under the Companies Creditors Arrangement Act (Ont. Super. Ct. J. Ct. File No. CV-09-8241-00CL) in Toronto and Chapter 15 (Bankr. D. Del. Case No. 09-12123) of the U.S. Bankruptcy Code. Fraser is represented by Michael Barrack, Esq., Robert I. Thornton, Esq., and D.J. Miller, Esq., at ThorntonGroutFinnigan LLP, in Toronto, and Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Del. With adequate financing to support continuing operations, Fraser says it is developing a restructuring plan to present to its creditors -- hopefully by Oct. 16, 2009 -- with the objective of emerging with a sustainable and profitable specialty papers business. FREDDIE MAC: Files July 2010 Monthly Volume Summary --------------------------------------------------- Freddie Mac, formally known as the Federal Home Loan Mortgage Corporation, has issued its July 2010 Monthly Volume Summary. Highlights for the month are: * The total mortgage portfolio decreased at an annualized rate of 3.9% in July. * Single-family refinance-loan purchase and guarantee volume was $18.1 billion in July, reflecting 64% of total mortgage portfolio purchases and issuances. * Total number of loan modifications were 11,024 in July 2010 and 104,592 for the seven months ended July 31, 2010. * The aggregate unpaid principal balance (UPB) of mortgage- related investments portfolio decreased by $13.6 billion. * Total guaranteed PCs and Structured Securities issued decreased at an annualized rate of 4.4% in July. * Freddie's single-family delinquency rate decreased to 3.89% in July. * Freddie's multifamily delinquency rate increased to 0.30% in July. * The measure of our exposure to changes in portfolio market value (PMVS-L) averaged $116 million in July. Duration gap averaged 0 months. A full-text copy of the Monthly Volume Summary is available for free at http://ResearchArchives.com/t/s?6a5c About Freddie Mac Based in McLean, Virginia, Freddie Mac (NYSE: FRE) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. Over the years, Freddie Mac has made home possible for one in six homebuyers and more than five million renters. Freddie Mac is under conservatorship and is dependent upon the continued support of Treasury and FHFA to continue operating its business. The Company received $6.1 billion and $30.8 billion in June 2009 and March 2009, respectively, pursuant to draw requests that FHFA submitted to Treasury on the Company's behalf to address the deficits in the Company's net worth as of March 31, 2009, and December 31, 2008, respectively. As a result of funding of the draw requests, the aggregate liquidation preference on the senior preferred stock owned by Treasury increased from $14.8 billion as of December 31, 2008, to $51.7 billion on December 31, 2009. FREDERICK BERG: Schedules $13.4 Million in Assets ------------------------------------------------- Eric Pryne, business report at The Seattle Times, reports that Frederick Darren Berg filed a financial statement, reporting $13.4 million in assets and $8.8 million in debts. Most of his assets is real estate including Mr. Berg's Island waterfront home worth $7.5 million, a 70-foot yatch worth $800,000, and Seattle and San Francisco condominiums valued at $1.6 million and $1 million, respectively. Most of the debts are mortgages or loans related to those assets, according to the report. According to the report, the financial statement did not include any estimate how much is owed to investors in nine mortgage and real estate investment funds owned by Mr. Berg. Lawyers of the investors raised more than $200 million for the funds. About Frederick D. Berg Frederick D. Berg filed for Chapter 11 on July 27, 2010 (Bankr. W.D. Wash. Case No. 10-18668), estimating 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. FX LUXURY: Plan Outline Hearing Scheduled for September 13 ---------------------------------------------------------- The Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the District of Nevada will consider on September 13, 2010, at 9:30 a.m., the adequacy of the Disclosure Statement explaining the Plan of Reorganization proposed by FX Luxury Las Vegas I, LLC, and the first lien lenders. The hearing will be held at the Foley Federal Building, 300 Las Vegas Boulevard So., Courtroom No. 3, Las Vegas, Nevada. Objections, if an are due on September 10 at 12:00 p.m. The Plan contemplates the Debtor's restructuring, the salient terms of which include: -- The "new borrower" merging with and be the successor by merger to the Debtor. -- The New Borrower will be owned by an entity owned by the backstop investors, unsecured claimants elect to take equity, instead of cash, as payment of their claims, and existing equity holders who exercise their rights to purchase stock. -- Holders of first lien loan claims aggregating $270.75 million will receive: (a) their pro rata share of (i) a $10 million paydown, and (ii) the refinanced secured note; and, (b) if the first lien lenders do not make an election under 11 U.S.C. Sec. 1111(b), distributions on account of the deficiency claim. -- Holders of trade unsecured claims will be paid in full in cash without interest; -- Holders of none-trade unsecured claims expected to total $233 million to $316 million will have the option to take cash or equity; -- Holders of old membership interests will have an option to purchase shares of stock of the new company. -- Holders of administrative claims, priority claims (including priority tax claims) and other secured claims will not be impaired under the Plan and will either be paid in cash in full on the Effective Date, paid in the ordinary course, or treated as agreed by the respective holders and New Borrower. A full-text copy of the Chapter 11 Plan, as amended, is available for free at http://bankrupt.com/misc/FXLuxuryAmendedDS.pdf Competing Plan LandesBank Baden-Wurttemberg, New York Branch, as agent under the first lien credit agreement and certain other lenders, also proposed an alternative Chapter 11 plan for the Debtor. T Under the lenders' plan, holders of first lien claims will receive their pro rata share of the debt under a $150 million new secured loan of the reorganized company. Holders of other secured claims will have the claims reinstated or assumed by reorganized Debtor that the claim is rendered unimpaired. A full-text copy of the disclosure statement explaining LandesBank's plan is available for free at http://bankrupt.com/misc/FXLuxury_lendersPlan.pdf About FX Luxury New York-based FX Luxury Las Vegas I, LLC, fka Metroflag BP, LLC, owns approximately 17.72 contiguous acres of real property located at the southeast corner of Las Vegas Boulevard and Harmon Avenue in Las Vegas, Nevada, which secures mortgage loans in the aggregate principal amount of $454 million as of April 21, 2010. FX Luxury is the remaining Las Vegas subsidiary of FX Real Estate and Entertainment Inc. The Company filed for Chapter 11 bankruptcy protection on April 21, 2010 (Bankr. D. Nev. Case No. 10-17015). Deanna L. Forbush, Esq., at Fox Rothschild, LLP, assists the Company in its restructuring effort as the Company's bankruptcy counsel. Greenberg Traurig, LLP, is the Company's special counsel. Sierra Consulting Group, LLC, is the Company's financial advisor. The Company disclosed $139,636,791 in assets and $492,568,036 in debts at the time of the filing. GLENWOOD PROPERTIES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Glenwood Properties Inc. dba Glenwood Resort Glenwood Farms Resort Membership Glenwood Glenwood RV Resort 24675 W. Gilmer Road, Suite 300 Hawthorn Woods, IL 60047 Bankruptcy Case No.: 10-38247 Chapter 11 Petition Date: August 26, 2010 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Jacqueline P. Cox Debtor's Counsel: Richard N. Golding, Esq. THE GOLDING LAW OFFICES, P.C. The Boyce Building 500 North Dearborn Street, 2nd Floor Chicago, IL 60654 Tel: (312) 832-7885 Fax: (312) 755-5720 E-mail: rgolding@goldinglaw.net Scheduled Assets: $5,391,239 Scheduled Debts: $2,605,016 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb10-38247.pdf The petition was signed by David E. Goldman, president. GREENSHIFT CORP: Posts $2.16 Million Net Loss in June 30 Quarter ---------------------------------------------------------------- Greenshift Corporation filed its quarterly report on Form 10-Q, reporting a net loss of $2.16 million on $2.03 million of revenue for the three months ended June 30, 2010, compared with net income of $8.35 million on $1.10 million of revenue for the same period a year earlier. The Company's balance sheet at June 30, 2010, showed $18.58 million in total assets, $85.11 million in total liabilities, and a $66.53 million stockholders' deficit. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?69ee About Greenshift Corporation Headquartered in New York, GreenShift Corporation develops and commercializes clean technologies designed to integrate into and leverage established production and distribution infrastructure to address the financial and environmental needs of its clients by decreasing raw material needs, facilitating co-product reuse, and reducing waste and emissions. Rosenberg Rich Baker Berman & Company expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has suffered losses from operations and has a working capital deficiency as of December 31, 2009. HAMBONE DOG: Hearing on Further Cash Collateral Use Set for Today ----------------------------------------------------------------- The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for the Eastern District of North Carolina will convene a hearing today, August 31, 2010, at 2:00 p.m. at Raleigh Courtroom, to consider Hambone Dog Properties, LLC's further use of its lenders' cash collateral. Prior to the filing, the Debtor granted a security interest in all or substantially all of its assets, to various lenders including Carolina Bank, Crescent State Bank, RBC Bank, and Suntrust Bank. The Court previously entered an interim order granting the Debtor access to the cash proceeds generated from the rental of its properties to pay for its postpetition operating expenses including maintaining insurance coverage. The order expires August 31. About Hambone Dog Properties, LLC Sanford, North Carolina-based Hambone Dog Properties, LLC, filed for Chapter 11 bankruptcy protection on July 6, 2010 (Bankr. E.D.N.C. Case No. 10-05375). Nigle B. Barrow, Jr., Esq., who has an office in Raleigh, North Carolina, assists the Debtor in its restructuring effort. The Company estimated its assets and debts at $10 million to $50 million. HAMPTON ROADS: On Track to Return to "Well Capitalized" Status -------------------------------------------------------------- Hampton Roads Bankshares, Inc., on Monday filed a definitive proxy statement with the United States Securities and Exchange Commission soliciting the vote of holders of its common stock on matters to be presented at its 2010 annual meeting of shareholders. The Annual Meeting is now scheduled to be held on September 28, 2010 at 9:00 a.m. EDT, at 999 Waterside Drive, Suite 400, Norfolk, Virginia. The Company also filed with the SEC a Series A and B preferred shareholder proxy statement and an Exchange Offer Memorandum, which commenced offers to exchange newly issued shares of common stock for outstanding shares of Series A and B preferred stock. With these filings and the commencement of the Exchange Offers, the Company remains on track for the closing of $235 million of its planned $255 million private placement of common stock by the end of the third quarter. In its Form 10-Q report for the quarter ended June 30, 2010, the Company said that as of June 30 it was considered "critically undercapitalized" and BOHR was considered "significantly undercapitalized" under regulatory guidelines. In connection with this, the Company and affiliates of The Carlyle Group, Anchorage Advisors, L.L.C., CapGen Financial Group, and other financial institutions have entered into a binding agreement, which is anticipated to close on or before September 30, 2010, to purchase common stock of the Company, as part of an expected aggregate $255.0 million capital raise by the Company from institutional investors in a private placement. The private placement is fully subscribed and will include the opportunity to raise an additional $20 million to $40 million in common stock through a rights offering to the Company's existing shareholders. The consummation of the Private Placement is subject to a number of conditions, including the exchange of all outstanding shares of Series A and B preferred stock for shares of common stock or the approval of an amendment to the designations of the Series A and B preferred stock allowing the Company to convert such preferred stock into common stock at its option. The Company plans to use the $275 million to $295 million in total proceeds from the Private Placement and the Rights Offering to make capital contributions to its subsidiary banks and for other corporate purposes. About Hampton Roads Bankshares Norfolk, Va.-based Hampton Roads Bankshares, Inc. -- http://www.hamptonroadsbanksharesinc.com/-- is a bank holding company that was formed in 2001 and is headquartered in Norfolk, Virginia. The Company's primary subsidiaries are Bank of Hampton Roads, which opened for business in 1987, and Shore Bank, which opened in 1961. The Banks engage in general community and commercial banking business, targeting the needs of individuals and small to medium-sized businesses. Currently, Bank of Hampton Roads operates 28 banking offices in the Hampton Roads region of southeastern Virginia and 24 offices in Virginia and North Carolina doing business as Gateway Bank & Trust Co. Shore Bank serves the Eastern Shore of Maryland and Virginia through eight banking offices and 15 ATMs. Through various affiliates, the Banks also offer mortgage banking services, insurance, title insurance, and investment products. Shares of the Company's common stock are traded on the NASDAQ Global Select Market under the symbol HMPR. Written Agreement with Fed Effective June 17, 2010, the Company and Bank of Hampton Roads entered into a written agreement with the Federal Reserve Bank of Richmond and the Bureau of Financial Institutions of the Virginia State Corporation Commission. The Company's other banking subsidiary, Shore Bank, is not a party to the Written Agreement. Bank of Hampton Roads has agreed to develop and submit for approval, within the time periods specified, plans to (a) strengthen board oversight of management and BOHR's operations, (b) strengthen credit risk management policies, (c) improve BOHR's position with respect to loans, relationships, or other assets in excess of $2.5 million which are now, or may in the future become, past due more than 90 days, are on BOHR's problem loan list, or adversely classified in any report of examination of BOHR's, (d) review and revise, as appropriate, current policy and maintain sound processes for determining, documenting, and recording an adequate allowance for loan and lease losses, (e) improve management of BOHR's liquidity position and funds management policies, (f) provide contingency planning that accounts for adverse scenarios and identifies and quantifies available sources of liquidity for each scenario, (g) reduce BOHR's reliance on brokered deposits, and (h) improve BOHR's earnings and overall condition. Going Concern Considerations The Company said due to its financial results, the substantial uncertainty throughout the U.S. banking industry, the Written Agreement the Company and BOHR have entered into, and BOHR's "significantly undercapitalized" status, doubt exists regarding the Company's ability to continue as a going concern. This concern is mitigated by the capital raise expected to close in the third quarter of 2010. With this new capital the Company and BOHR are expected to return to "well capitalized" status. HEALTHSPRING INC: Moody's Affirms 'Ba3' Rating on Senior Debt ------------------------------------------------------------- Moody's Investors Service has affirmed the debt ratings of HealthSpring, Inc. (senior secured at Ba3; stable outlook) and the Ba1 insurance financial strength ratings of its operating subsidiaries following the announcement of a definitive agreement to acquire Bravo Health, Inc. (Bravo Health, Ba1 operating company IFSR), a Medicare Advantage health insurer, for $545 million in cash. The targeted completion date for the acquisition is on or before the end of 2010, pending regulatory approval. In affirming HealthSpring's ratings and maintaining a stable outlook, Moody's stated that while the company will increase its outstanding debt by $500 million to finance the acquisition, raising Debt to EBITDA from its current level of approximately 0.7 times, as a standalone entity, to approximately 2 times, this metric is expected to remain consistent with the current rating level. However, given the company's concentration in Medicare Advantage and the uncertainty as to the popularity and profitability of these products as a result of healthcare reform, the rating agency noted that HealthSpring's financial flexibility will be somewhat diminished at the higher leverage ratio. Offsetting this concern, Moody's commented that the acquisition will provide HealthSpring a larger membership base, providing opportunities for operating efficiencies in offering its Medicare Advantage products, which will result in an improvement in the company's credit profile. Moody's Senior Vice President, Steve Zaharuk stated, "With the scheduled reimbursement reductions to Medicare Advantage plans under healthcare reform, healthcare insurers will be under pressure to operate their plans more efficiently to optimize benefits and meet the minimum loss ratio requirements that are scheduled to begin in 2014. This acquisition will provide HealthSpring additional membership over which to spread its costs and new markets for growth." According to the rating agency, the acquisition provides HealthSpring a sizeable presence in Pennsylvania and Maryland, and adds to its market position in Texas. Moody's added that HealthSpring's integration plans anticipate minimal disruption to existing members and networks, as both companies share similar medical management philosophies. From a capital perspective, Moody's stated that it anticipates HealthSpring to maintain its NAIC risk based capital ratio at no less than 150% of company action level. However, the anticipated addition of goodwill will likely increase the ratio of intangible assets to equity above 100%, which negatively impacts the company's financial profile. Moody's said that due to the financial uncertainties and political pressures associated with Medicare Advantage, further upgrades for HealthSpring are limited in the near-term; however, the following could result in an upgrade: 1) additional geographic and product diversification beyond Medicare Advantage, 2) successful integration of Bravo Health with continued organic membership growth of 4% annually with net margins of 3%, and 3) reducing leverage to pre-acquisition levels. Conversely, HealthSpring's ratings could be downgraded if: 1) the consolidated NAIC RBC ratio fell below 100% CAL, 2) an impairment or loss of any of its Centers for Medicare and Medicaid Services contracts, or 3) integration issues that lead to a significant loss of membership or earnings. The last rating action on HealthSpring was on July 30, 2009, when the ratings (senior debt at Ba3) were affirmed. These ratings were affirmed with a stable outlook: * HealthSpring, Inc. -- senior secured debt rating at Ba3; corporate family rating at Ba3; * HealthSpring of Tennessee, Inc. -- insurance financial strength rating at Ba1; * Texas HealthSpring, LLC -- insurance financial strength rating at Ba1; * HealthSpring of Alabama, Inc. -- insurance financial strength rating at Ba1. HealthSpring, Inc., is headquartered in Nashville, Tennessee. For the first six months of 2010 total revenue was $1.5 billion with Medicare Advantage membership (excluding Part D stand alone) of approximately 197,400. As of June 30, 2010, the Company has shareholders' equity of approximately $1.0 billion. Bravo, Inc., is headquartered in Baltimore, Maryland and operates Medicare Advantage coordinated care plans in Pennsylvania, the Mid-Atlantic region and Texas. For the first six months of 2010 total revenue was $835 million with Medicare Advantage membership (excluding Part D stand alone) of approximately 99,300. As of June 30, 2010 the company reported shareholders' equity of approximately $167 million. Moody's insurance financial strength ratings are opinions about the ability of insurance companies to punctually pay senior policyholder claims and obligations. HEALTHSPRING INC: S&P Affirms 'B+' Counterparty Credit Rating ------------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'B+' counterparty credit rating on HealthSpring Inc. Standard & Poor's also said that the outlook on HealthSpring remains stable. The speculative-grade rating on Nashville, Tenn.-based HealthSpring reflects rating weaknesses such as its very narrow product scope in Medicare programs, its limited historical geographic diversification (which it expects improve), a slight capital deficiency at the regulated subsidiaries (based on Standard & Poor's capital model), and a large amount of intangibles relative to equity on the balance sheet. In addition, S&P believes reduced government funding of the Medicare Advantage program over the next 10 years will likely pressure the company's long-term operating margins. S&P considers HealthSpring's rating strengths to include its established market position in Medicare Advantage (MA) and Medicare Part D products; a successful, tightly managed coordinated care model that has controlled medical costs well historically; a good earnings profile based on current and historical operating margins; an above-average operating expense structure; and a conservative, liquid investment portfolio. HealthSpring will fund the Bravo transaction with a combination of unregulated cash, $100 million in borrowings under an amended existing credit facility, and $400 million in new loans that it will establish simultaneously with transaction closing. "S&P view HealthSpring's planned acquisition of Bravo Health Inc. as having the potential to improve its overall business profile, as Bravo adds good geographic diversification in regions entirely new to HealthSpring, such as Pennsylvania and the Mid-Atlantic," said Standard & Poor's credit analyst James Sung. "In addition, Bravo has a nascent but capable Medicaid platform that the company is launching in Texas and Maryland." Strategically, S&P views the two companies as a good fit, as both share similar business models that have focused almost exclusively on Medicare Advantage and auto-assigned Medicare Part D business, with sound medical management programs and operating cost structures. Conversely, S&P believes that the acquisition comes with significant -- but manageable -- integration risks, as Bravo will be HealthSpring's largest acquisition by far (dwarfing its 2007 acquisition of Leon Medical Health Plans) since its inception in 2000. Both companies have achieved strong membership growth rates over the past year, and one watch area for S&P will be HealthSpring's ability to continue growing and retaining membership through the 2011 plan selling season as the pending acquisition develops. The stable outlook on HealthSpring reflects on S&P's view that the company's creditworthiness is unlikely to change materially over the next 12 months based on its expectations for full-year 2010 and 2011 operating results and credit metrics. This outlook incorporates S&P's assumption that HealthSpring will complete the acquisition (by the fourth quarter of 2010, at the earliest) without any integration or operational issues that weaken the company's prospective business profile or financial results. In the event this occurs, if the company were to experiences significant business deterioration or a decrease in earnings, or if its key credit metrics fall to a level unsupportive of current ratings, S&P would likely consider a one-notch downgrade. HOLOGIC INC: S&P Withdraws 'BB-' Corporate Credit Rating -------------------------------------------------------- Standard & Poor's Ratings Services said that it withdrew its 'BB-' corporate credit rating and 'BB-' subordinated debt rating, on Hologic Inc. at the company's request. However, S&P will reassess Hologic's corporate and issue ratings in the near term and will publish these ratings on an unsolicited basis. Unsolicited rating(s) are initiated by Standard & Poor's and may be based solely on publicly available information and may or may not involve the participation of the issuer's management. Standard & Poor's will use information from sources believed to be reliable, but does not guarantee the accuracy, adequacy, or completeness of any information used. Bedford, Mass.-based manufacturer Hologic is a supplier of diagnostic, surgical, and medical imaging equipment. HOTELS UNION: W Hotel Owners' Liquidation Plan Confirmed -------------------------------------------------------- U.S. Bankruptcy Judge Kevin Carey confirmed the Chapter 11 liquidation plan of Hotels Union Square Mezz 1 LLC and Hotels Union Square Mezz 2. Dow Jones' DBR Small Cap reports that the Plan calls for the sale of the W New York-Union Square to real estate investment trust Host Hotels & Resorts Inc. The plan also settles disputes between the hotel's indirect owners and their creditors. Under the plan, filed in the Chapter 11 bankruptcy proceedings of Hotels Union Square Mezz 1 LLC and affiliate Hotels Union Square Mezz 2 LLC, Host will acquire the Mezz 1 unit's stake in the hotel's direct owner, a company that isn't in bankruptcy. The deal hands Host, which owns or holds controlling stakes in more than 130 upscale and luxury hotels, control of the W New York-Union Square. As reported by the Troubled Company Reporter on August 26, 2010, Jacqueline Palank at Dow Jones Daily Bankruptcy Review said LNR Partners Inc. -- the special servicer of the W New York-Union Square's $115 million mortgage -- urged the Court to block the bankruptcy plan. According to Dow Jones, LNR Partners told the Court last week Monday the mortgage debt holders it represents haven't consented to the plan because it would "clearly negatively impact the senior mortgage loan and run afoul of the senior mortgage loan documents." Among the mortgage holders' concerns are certain liability releases granted under the plan and a proposed lease change. Hotels Union Square Mezz 1 and Hotels Union Square Mezz 2 indirectly own the W New York-Union Square and are on the hook for two slices of debt tied to the hotel. According to Dow Jones, under the Plan: -- Host, a publicly traded real-estate investment trust that owns numerous high-end hotels, would acquire the Mezz 1 unit's stake in the company that directly owns the hotel; -- The sale proceeds, the amount of which haven't been disclosed, would then be used to satisfy the $61 million claim of DekaBank Deutsche Girozentrale, the Mezz 1 unit's sole secured creditor; and -- The Mezz 2 unit's sole secured creditor, Dubai World private-investment arm Istithmar World Capital, would receive the right to become a minority stakeholder in the hotel and will no longer face accusations that it isn't the rightful holder of its $37 million claim. -- Pending litigation involving the companies and their secured creditors and provides various liability releases. Dow Jones also said the mortgage holders, led by trustee Wells Fargo & Co., aren't slated to receive anything under the plan because the company of which they are creditors -- the hotel's direct owner-isn't under bankruptcy protection. The report said the mortgage holders' claims rank at the top of the heap of the complex capital structure set up to finance Istithmar's $285 million acquisition of the hotel in October 2006. In addition to the $115 million mortgage, there were three levels of junior mezzanine debt. The Dow Jones report noted that Istithmar lost control of the hotel at a foreclosure auction last December, at which an affiliate of Lubert-Adler Real Estate Funds won the bidding. About Hotels Union Philadelphia, Pennsylvania-based Hotels Union owns the W New York Union Square hotel, located on Park Avenue South. Hotels Union is controlled by an affiliate of Lubert-Adler Real Estate Funds known as LEM. Hotels Union Square Mezz 1 LLC, dba Istithmar Hotels Union Square Mezz 1 LLC, filed for Chapter 11 bankruptcy protection on March 23, 2010 (Bankr. D. Del. Case No. 10-10971). The company estimated its assets and debts at $50,000,001 to $100,000,000. Hotels Union Square Mezz 2 LLC, dba Istithmar Hotels Union Square Mezz 2 LLC, filed for Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. D. Del. Case No. 10-11001). The company estimated its assets and debts at $10,000,001 to $50,000,000. Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, assists the Debtors in their restructuring effort. HYUN UM: Section 341(a) Meeting Scheduled for Sept. 29 ------------------------------------------------------ The U.S. Trustee for Region 18 will convene a meeting of Hyun J. Um and Jin S Um's creditors on September 29, 2010, at 11:00 a.m. The meeting will be held at Courtroom J, Union Station, 1717 Pacific Avenue, Tacoma, WA 98402. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Tacoma, Washington-based Hyun J. Um and Jin S. Um filed a Chapter 11 petition on August 17, 2010 (Bankr. W.D. Wash. Case No. 10- 41789). Noel P. Shillito, Esq., at Shillito & Giske PS, assists the Debtors in their restructuring effort. The Debtors estimated their assets at up to $50,000 and their liabilities at $100 million to $500 million as of the Petition Date. HYUN UM: Wants Extension of Filing of Schedules Until Sept. 21 -------------------------------------------------------------- Hyun and Jin Um ask the U.S. Bankruptcy Court for the Western District of Washington to extend until September 21, 2010, the deadline for the filing of schedules of assets and liabilities. The Debtors are requesting additional time to prepare and file his balance of schedules. The Debtors are working to compile the necessary documentation so that their counsel can prepare the paperwork, but need additional time to insure that the paperwork filed with the Court is complete and accurate. Tacoma, Washington-based Hyun J. Um and Jin S. Um filed a Chapter 11 petition on August 17, 2010 (Bankr. W.D. Wash. Case No. 10- 41789). Noel P. Shillito, Esq., at Shillito & Giske PS, assists the Debtors in their restructuring effort. The Debtors estimated their assets at up to $50,000 and their liabilities at $100 million to $500 million as of the Petition Date. INNOPHOS HOLDINGS: Moody's Raises Corporate Family Rating to 'Ba2' ------------------------------------------------------------------ Moody's Investors Service raised Innophos Holdings, Inc.'s Corporate Family Rating to Ba2 from Ba3 as a result of the meaningful reduction in debt and expectations for strong operating results. Moody's also assigned Ba2 ratings to the $125 million senior secured first lien revolving credit facility due 2015 and $100 million term loan due 2015. The proceeds from the term loan and drawings under the revolver will be used to repay the $190 million 8.875% sr. subordinated notes that are in the process of being called and replace the $65 million revolving credit facility due 2013. The SGL-1 Speculative Grade Liquidity rating was affirmed. The outlook is stable. This summarizes the ratings activity. Innophos Holdings, Inc. Ratings upgraded: * Corporate Family Rating -- Ba2 from Ba3 * Probability of Default Rating -- Ba2 from Ba3 Ratings Assigned: * $125mm Sr Sec Revolving Credit Facilities due 2015 -- Ba2 (LGD4, 50%) * $100 mm Sr Sec Term Loan due 2015 -- Ba2 (LGD4, 50%) Ratings affirmed: * Speculative grade liquidity rating -- SGL-1 * Ratings outlook -- Stable Innophos Inc. Ratings affirmed: * $190mm 8.875% Sr subordinated notes due 2014 - Ba3 (LGD5, 79%) from Ba3 (LGD4, 59%) The rating on the subordinated notes will be withdrawn upon redemption of the notes. Ratings Rationale The upgrade of the CFR to Ba2 from Ba3 reflects Innophos' solid financial performance (despite significant macroeconomic headwinds in 2009 and the loss of a major customer of its Mexican operations), debt reduction and low leverage for its rating category, stable EBITDA margins, strong financial strength and cost position metrics, positive resolution of arbitration with its primary phosphate rock supplier to its Mexican subsidiary, and a continuation of recovery in sales volumes. The rating incorporates the expectation that the company will maintain a secure supply of phosphate rock for its Mexican operations after its contract with the current supplier expires in September 2010. Additionally, the proposed Senior Secured First Lien Credit Facilities provide Innophos with an improved financial structure with the ability to prepay the debt without penalties, extended maturities, lower interest expense and a larger revolving credit facility that is not subject to a borrowing base. The company continues to benefit from demand in many of its key markets, which are not highly cyclical (e.g., food & beverage, consumer products, etc.), and the continuing ability to pass through raw material cost increases; and thereby has been successful in generating healthy free cash flow from operations. However, the CFR is constrained by the company's modest size (revenue base is less than $750 million), expected limited sales growth opportunities in its current markets and other business risks stemming from its narrow product portfolio, reliance on outside suppliers of phosphate rock or merchant green acid, limited operating diversification and legal issues. Additionally, it has experienced volatility in its margins and may need to spend capital or do acquisitions to achieve attractive growth rates. With the recent reduction in debt and proposed debt issuance there is little negative pressure on Innophos' ratings at this time. However, the ratings could come under negative pressure if volumes and pricing trends reverse dramatically causing sustainable decline in margins, the company were unable to continue to generate positive operating cash flow, liquidity declined significantly, unexpected negative developments occur in the Mexican tax claims litigation or if the company was not successful in maintaining an economical and secure supply of phosphate rock for its Mexican operations. The short term liquidity rating of SGL-1 reflects Moody's expectation that Innophos will have excellent liquidity over the next 12 months, supported by its cash balances ($67.1 million as of June 30, 2010), positive free cash flow, availability under its revolving credit facility, and flexibility under its financial covenants. The proposed $225 million senior secured credit facility will include a $125 million five year revolving credit facility with approximately $50 million of availability after the refinancing of the $190 million senior subordinated notes due 2014. The company has historically generated positive free cash flow that benefited from low capital expenditures compared to its depreciation and moderate use of cash for working capital requirements (the majority of the company's markets are not seasonal). Moody's last rating action for Innophos was on March 29, 2010, when Moody's changed Innophos' outlook to positive from stable, and affirmed its Ba3 CFR and SGL-1 Speculative Grade Liquidity rating. Innophos Holdings, Inc., a publicly traded company, is the parent company of Innophos Investments Holdings, Inc., which owns 100% of Innophos, Inc. Innophos, Inc., is the largest North American manufacturer of specialty phosphate salts, acids and related products serving a diverse range of customers across multiple applications, geographies and channels. Innophos offers a broad suite of products used in a wide variety of food and beverage, consumer products, pharmaceutical and industrial applications. Headquartered in Cranbury, New Jersey, the company has plant operations in the US, Canada and Mexico. Revenues for the twelve months ending June 30, 2010, were $662 million. INTELSAT SA: Says Option Agreements with Managers Amended --------------------------------------------------------- Intelsat S.A. said the Option Agreements between Intelsat Global S.A. and David McGlade, Phillip Spector and Michael McDonnell dated May 6, 2009 and the Option Agreements between the Company and Steven Spengler, Thierry Guillemin and certain management employees dated May 8, 2009 were amended effective Aug. 5, 2010. The Option Agreements previously provided that if certain specified shareholders sell all their shares in the Company, a certain portion of the shares subject to each option will be eligible to vest if the total cash proceeds received by such shareholders is equal to at least 4.1 times their initial investment. Each Amendment provides that if the certain specified shareholders sell all their shares in the Company and do not achieve at least 4.1 times their initial investment, a portion of the Performance Exit Options will be eligible to vest if the total cash proceeds received by such shareholders is greater than 3.3 times their initial investment and greater than the investment return achieved on an earlier measurement date. Unallocated Bonus Plan On Aug. 20, 2010, the Company implemented a new Unallocated Bonus Plan and, in connection with the Bonus Plan, entered into letter agreements with Mr. McGlade, Mr. Spector and Mr. McDonnell providing that the Bonus Plan may not be amended in any manner that would adversely affect the rights of Mr. McGlade, Mr. Spector or Mr. McDonnell without his prior consent. Pursuant to the Intelsat Global, Ltd. 2008 Share Incentive Plan, approximately 10% of the shares of the Company may be awarded to management as options and restricted shares. The Bonus Plan provides for the distribution of the value of any unallocated shares that remain of the Pool, and that otherwise would have been vested, on certain measurement dates to the Equity Plan participants who remain employed by the Company at that time. Each such participant will be eligible to receive a pro-rata share of the value of the unallocated Pool, based on the percentage of allocated shares held by such participant and the length of time elapsed since such participant was granted the underlying award. The bonus will be payable in the form of cash or shares of the Company, as set forth in the Bonus Plan. If the Equity Plan participants do not become eligible to receive a bonus on or prior to Feb. 4, 2015, the Bonus Plan expires and no bonuses will be payable under the Bonus Plan. A full-text copy of the Amendment To Option Agreement is available for free at http://ResearchArchives.com/t/s?6a57 A full-text copy of the Unallocated Bonus Plan is available for free at http://ResearchArchives.com/t/s?6a58 A full-text copy of the Form Of Letter Of Agreement is available for free at http://ResearchArchives.com/t/s?6a59 About Intelsat S.A. Based in Luxembourg, Intelsat S.A. provides fixed satellite services worldwide. The Company's balance sheet at June 30, 2010, showed $17.34 billion in total assets, $814.64 million in total current liabilities, $15.22 billion in long term debt, $128.77 million in deferred revenue, $254.63 million in deferred satellite perfomance, $548.71 million in deferred income taxes, $239.87 million in accrued retirement benefits, a $335.15 million redeemable non-controlling interest, $8.88 million commitment and contingencies, and a stockholders' deficit of $210.76 million. Intelsat S.A. reported revenue of $635.3 million and a net loss of $180.6 million for the three months ended June 30, 2010. JACK WILSON: Case Summary & 6 Largest Unsecured Creditors --------------------------------------------------------- Joint Debtors: Jack Lynn Wilson Patricia Kay Wilson aka Patty Wilson 47193 Clubhouse Trail Sioux Falls, SD 57108 Bankruptcy Case No.: 10-40728 Chapter 11 Petition Date: August 26, 2010 Court: U.S. Bankruptcy Court District of South Dakota (Sioux Falls) Judge: Charles L. Nail, Jr. Debtors' Counsel: Clair R. Gerry, Esq. GERRY & KULM ASK, PROF LLC P.O. Box 966 Sioux Falls, SD 57101-0966 Tel: (605) 336-6400 E-mail: gerry@sgsllc.com Scheduled Assets: $2,057,260 Scheduled Debts: $3,879,265 A list of the Joint Debtors' six largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/sdb10-40728.pdf JOSEPH WILSON, JR.: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Joseph Robert Wilson, Jr. dba Beckmeisters, LLC Mirth Cafe LLC Bridge Haven Memory Care LLC Prince Development LLC 2139 N. 1300 Road Eudora, KS 66025 Bankruptcy Case No.: 10-22937 Chapter 11 Petition Date: August 26, 2010 Court: U.S. Bankruptcy Court District of Kansas (Kansas City) Judge: Robert D. Berger Debtor's Counsel: Jonathan C. Becker, Esq. 3220 Mesa Way, Suite B Lawrence, KS 66049-2344 Tel: (785)842-0900 Fax: (785)842-0916 E-mail: jcb3220law@hotmail.com Scheduled Assets: $1,806,503 Scheduled Debts: $2,080,313 A list of the Debtor's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ksb10-22937.pdf JUNIPER GENERATION: Fitch Affirms 'BB+' Rating on Senior Notes -------------------------------------------------------------- Fitch Ratings has affirmed Juniper Generation, LLC's senior secured notes due 2014 at 'BB+'. The Rating Outlook is revised to Stable from Negative. The rating reflects Fitch's expectation that debt service coverage ratios may approach a minimum of 1.2 times under a low natural gas price rating scenario, generally low for the affirmed rating category. Favorably, DSCRs in the rating case are expected to average 1.45x through maturity in 2014. While most of the plants generate solid financial performance under this scenario, Fitch notes that the Corona plant's financial performance results in lean or negative margins in 2010 and 2011 leading to reliance on working capital resources to contribute to senior debt service in 2010 and 2011. In addition to working capital resources, Juniper has flexibility to manage dispatch to maximize financial return among its diverse portfolio of generating assets. Actual historical performance from 2005-2009 has averaged 1.71x, exceeding base and stress case projections. However, Juniper has not yet operated a full fiscal year under the short-run avoided cost power prices that are now calculated on a lower heat rate, which is a blend of the incremental heat rate and a market heat rate. While the blended heat rate was adopted in 2007, it was not implemented until August 2009. Juniper's financial performance under the lower heat rate is so far solid with a second quarter 2010 debt service coverage ratio of 1.71x. Fitch notes that Juniper is still exposed to the expected transition of calculating SRAC power prices based upon a market heat rate, which is lower than the blended heat rate. While the timing of such transition is still unclear, Fitch notes that adoption of a market heat rate to calculate power prices could result in negative rating action for Juniper. Failure to maintain Qualifying Facility status by not renewing steam sales contracts expiring in 2011 could also result in negative rating action. Juniper's portfolio originally included nine generating units providing cash flow for senior debt service. As of June 2010, four plants have been removed from the portfolio due to expiring purchase power agreements. Two more PPAs will expire in 2011 with an additional expiration in 2012. Debt service payments will rely on distributions from two facilities for the final two years of the senior note term. While the Corona and Bear Mountain plants are the only plants whose PPAs remain in effect through debt maturity, scheduled debt service declines commensurately with reduced cash flow, resulting in coverage levels consistent with the affirmed rating. The projects' operating company, WCAC Operating Company, also contributes some cash flow to support debt service coverage through debt maturity. Key rating drivers that may affect the rating: -- Timing of implementation of market heat rates that drive power prices; -- Maintaining solid operational performance. Security The senior notes are secured by a first-priority security interest in Juniper's equity interests with respect to the nine projects and the two service companies. The collateral comprises all of Juniper's accounts and assets, including the assets of the wholly owned projects, until the scheduled expiration of their respective PPAs. Upon the expiry of each facility's PPA, the facility and the relevant equity interest are removed from the collateral package, and the cash flows associated with that facility will no longer be available to pay debt service. Credit Summary Juniper Generation LLC is a special purpose company created solely to issue the secured notes and hold a portfolio of equity interests in nine gas-fired cogeneration plants and two service companies. The facilities, located in southern California, sell energy and capacity to Pacific Gas and Electric (PG&E; Fitch Issuer Default Rating of 'A-', with a Stable Outlook) and Southern California Edison (IDR of 'A-', with a Stable Outlook) under PPAs expiring between 2009 and 2018. There is no debt at the individual project level. LAKE LOTAWANA: Chapter 9 Case Summary & Creditors List ------------------------------------------------------ Debtor: Lake Lotawana Community Improvement District 27901 East Foxberry Trail Lees Summit, MO 64086 Bankruptcy Case No.: 10-44629 Type of Business: The Debtor is engaged in the health care business. Chapter 9 Petition Date: August 27, 2010 Court: U.S. Bankruptcy Court Western District of Missouri (Kansas City) Debtor's Counsel: Donald G. Scott, Esq. MCDOWELL RICE SMITH & BUCHANAN 605 W. 47th Street, Suite 350 Kansas City, MO 64112 Tel: (816) 753-5400 Fax: (816) 753-9996 E-mail: dscott@mcdowellrice.com Scheduled Assets: $5,512,758 Scheduled Debts: $8,764,559 The petition was signed by Klonda Holt, president. Debtor's six Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Midwest Independent Bank Trust Estate $8,150,000 910 Weathered Rock Road Jefferson City, MO 65110 Lone Summit Bank Trust Estate $600,000 12418 S. Highway 7 Lees Summit, MO 64086 Midwest System Solutions, LLC -- $6,500 2000 E. Mechanic Harrisonville, MO 64701 Douthit Frets Rouse Gentile & -- $3,933 Rhodes LLC Wells Fargo Bank -- $3,834 Hardwick Law Firm, LLC -- $293 LEHMAN BROTHERS: Asks for U.S. Stay of UK Pension Proceedings ------------------------------------------------------------- Lehman Brothers Holdings Inc. asks the U.S. Bankruptcy Court for the Southern District of New York to enforce the automatic stay as to certain administrative proceedings, which are not carved out by Section 362(b)(4) of the Bankruptcy Code, and enjoin the United Kingdom Pensions Regulator, the trustees of the Lehman Brothers Pension Scheme, and the Board of the Pension Protection Fund -- the Claimants -- from attempting to liquidate or enforce remedies on their prepetition claims in violation of the automatic stay. The Claimants filed proofs of claim against LBHI as contingent and unliquidated claims in undetermined amounts arising from a guarantee, dated June 27, 2008, made by LBHI in favor of the Trustees, as to obligations by Lehman Brothers Limited and any other participating employer of the Pension Scheme. TPR commenced proceedings in a United Kingdom court against LBHI and certain debtors based on a purported funding shortfall in the Pension Scheme. TPR's and the Claimants' violations of the automatic stay should not be countenanced, and its actions should be deemed void ab initio, Shai Y. Waisman, Esq., at Weil, Gotshal & Manges LLP, in New York, argues. TPR and the Claimants should also be subject to sanctions if they participate in the UK Pension Proceedings in any manner that affects LBHI's assets, estates, or the administration of its Chapter 11 case, he adds. Mr. Waisman explains that LBHI's estate is comprised of property of the estate "wherever located and by whomever held" under Section 541(a) of the Bankruptcy Code and, thus, is within the exclusive jurisdiction of the U.S. Bankruptcy Court. The UK Pension Proceedings affect the assets of LBHI's estate, he says. He points out that the decision of the United States Bankruptcy Court for the District of Delaware in In re Nortel Networks Corp., 426 B.R. 84 (Bankr. D. Del. 2010), provided TPR with notice that it was required to request relief from the automatic stay in order to commence the UK Pension Proceedings against any U.S. debtor, and the Nortel decision provided the Claimants with notice that they would violating the automatic stay by participating in the UK Pension Proceedings. Further, the Nortel decision provided notice that the UK Pension Proceedings are not subject to the exception to the automatic stay in Section 362(b)(4). Nevertheless, rather than seeking relief from the automatic stay, TPR commenced the UK Pension Proceedings by issuing a warning notice to LBHI and certain of its non-Debtor affiliates, he says. In order to protect its rights, assets, estate, and creditors, LBHI has participated in the UK Pension Proceedings to date. On August 9, 2010, LBHI submitted written representations to a panel appointed by TPR. Other parties, including the Trustees, and a U.S. attorney for the Claimants, despite notice from Nortel that doing so would violate the automatic stay, have also submitted written representations and a witness statement to the Determinations Panel. "Skeleton arguments" are due from each side on August 31, 2010, and an oral hearing before the Determinations Panel has been scheduled for September 8-9, 2010. The Bankruptcy Court will convene a hearing on the Debtors' request on September 1, 2010. Objections are due August 30. 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: Judge Peck Approves Plan Deal With Innkeepers -------------------------------------------------------------- Judge James Peck of the U.S. Bankruptcy Court for the Southern of New York, who is handling Lehman Brothers and its affiliates' Chapter 11 cases, has entered an order empowering Lehman Commercial Paper Inc. to consent to Lehman ALI Inc.'s entry into the plan support agreement related to the proposed restructuring of Innkeepers USA Trust and provide funds to Solar Finance Inc. for purposes of extending debtor-in-possession financing to Innkeepers. Judge Peck held that no further Court approval will be required in connection with any modification of the terms and conditions of the Transaction so long as (a) the Transaction includes a conversion of debt to New Equity and the sale of 50% of the New Equity for a price not less than $107.5 million, (b) the amount advanced by LCPI for the purposes of Solar Finance extending the DIP Facility does not exceed $17.5 million, and (c) the Debtors have obtained the approval of the Official Committee of Unsecured Creditors to those modifications. Under the PSA, Lehman ALI Inc., would get 100% equity in the reorganized Innkeepers. The PSA also calls for Lehman ALI to sell 50% of its equity to Apollo Investment Corp. for $107.5 million. Lehman ALI is a lender of Innkeepers, which filed for bankruptcy protection last month. It holds a $220.2 million secured claim against the hotel investment company, which stemmed from the $250 million loan that it provided to fund parts of the $1.8 billion buyout of Innkeepers by Apollo. The remainder of Innkeepers' plan would have secured creditors, owed $825 million, to receive $550 million in fixed-rate mortgages on the 45 properties that are their collateral. Another $206 million in mortgages on seven properties would be reduced by the plan to $150 million. Innkeepers' general unsecured creditors are to receive $500,000 cash. 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 several affiliates 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). 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: Judge Peck Resumes Trial on Suit Against Barclays ------------------------------------------------------------------ Judge James Peck of the U.S. Bankruptcy Court for the Southern District of New York resumed the trial on the disputes relating to the sale of the assets of financial giant Lehman Brothers Inc. in September 2008. Barclays Capital Inc. purchased most of the Lehman Brothers' North American broker-dealer assets following the company's bankruptcy filing on September 15, 2008. The sale was approved by the Bankruptcy Court barely a week after. Lehman Brothers Holdings Inc. and its debtor affiliates has asked the Court to reconsider the order authorizing the sale of the North American business to Barclays Capital following the results of LBHI's investigation into the sale, showing that the deal that closed differed materially from the one approved by the Court. The investigation, according to the Debtors, showed that the deal was actually structured to give Barclays "immediate and enormous windfall profit" in the sum of $8.2 billion. Lehman Didn't Oppose Changes to Deal, Barclays Assert A key drafter of a clarification letter that made last-minute changes to the terms of the 2008 buyout of the North American broker-dealer unit said that no one from Lehman Brothers opposed the terms of the letter, according to an August 24 report by Dow Jones. Barclays' lawyer, Edward Rosen, Esq., at Cleary Gottlieb Steen & Hamilton, who added some key words to the letter to clarify which of LBHI's assets were being sold to Barclays, said that he only heard the company complaining about the changes in the months following the sale, the report said. The clarification letter is a key element of LBHI's lawsuit against Barclays, which accuses the British bank of arranging a "secret" discount price of $45 billion for the assets worth about $50.6 billion. "It would have been a shock to me based on what I had seen if anyone had said, 'Oh, you're adding something new," Mr. Rosen said during the trial. The trial, which resumed this week after nearly a two-month break, pits Barclays against LBHI, which wants to claw back more than $11 billion that Barclays allegedly pocketed in the deal. At the trial, on behalf of Lehman brothers, William Maguire, Esq., at Hughes Hubbard & Reed, asked Mr. Rosen about the $1 billion in cash being held in a Wells Fargo & Co. bank account that was transferred to Barclays without adequate disclosure to the bankruptcy court, Dow Jones reported. Mr. Maguire cited earlier testimony from one of LBHI's key negotiating lawyers, Harvey Miller of Weil Gotshal & Manges, who said "there was no way" the $1 billion would go to Barclays. Mr. Maguire also questioned the witness on several comments made by Mr. Miller about how certain money should not be transferred from LBHI to Barclays. But Mr. Rosen said he was not present for many of those comments, according to the report. In addition to the $1 billion in cash, Mr. Maguire identified an additional $769 million worth of securities that was allegedly transferred to Barclays but was never disclosed, Dow Jones reported. LBHI is not trying to identify one source of the $5 billion discount but rather to prove how the transfer of smaller sums of money added up to the discount. Another Barclays' witness, Mark Shapiro, who heads the British bank's restructuring group, said he thinks most of the information mentioned in the clarification letter came out in the bankruptcy court after the 2008 asset purchase agreement was signed. He said, however, that he had never seen the letter and was never asked to review it after it was written. When asked by LBHI's lawyer, Robert Gaffey of Jones Day, whether the marked value of the assets was a number LBHI came to by itself or with the help of Barclays, Mr. Shapiro said that the word "discount" was never discussed in front of him. Mr. Shapiro, who was former head of LBHI's restructuring group, also testified that LBHI could not value its holdings with certainty in the days before the sale. He pointed out that the 2008 agreement which estimated the value of LBHI's securities at $70 billion was made at a time when the company was getting "blown out of positions." LBHI could not also find a transaction better than its deal with Barclays since there were no alternative buyers and the value of the company's assets was plummeting quickly, Mr. Shapiro further said. At the trial, Barclays also aired video of the January deposition of Barry Ridings, managing director and restructuring chief of Lazard Freres & Co., which served as LBHI's investment banker in the 2008 deal. Mr. Ridings' testimony included talk of the back-and-forth between Barclays and LBHI about the value of some of the assets, which may prove that what LBHI calls a "secret discount" was not a secret at all, Dow Jones further reported. Judge Peck Wants Witnesses to Appear in Person Joseph Checkler, writing for Dow Jones Daily Bankruptcy Review, reported that Judge James Peck advised lawyers for both Lehman Brothers and Barclays to stop showing video testimony of witnesses that work in New York, even though the two sides have agreed the protocol is okay. Dow Jones related that after Barclays lawyer David Boies, Esq., at Boies, Schiller & Flexner played recorded testimony from Lazard Freres & Co. managing director Barry Ridings -- Lehman's investment banker in the sale -- Judge Peck was asked to rule on whether he'd accept video deposition from another Barclays witness, Shari Leventhal, the New York Federal Reserve's general counsel. Lehman thought the line of questioning would be irrelevant. According to Dow Jones, Judge Peck told both sides, "The system is really designed for searching the truth from witnesses that are appearing live." He added, "I'm not really happy having to spend the afternoon looking at Mr. Ridings' video rather than looking at Mr. Ridings." Judge Peck said he "loves" seeing live witnesses when the public is present and "testimony really counts," Dow Jones related. "I don't want to see video when there's a witness who can be here in person," Judge Peck said. "I don't like it. I prefer that you don't do it. It appears tactical, and it's not going to help you." Dow Jones relates Mr. Boies said Barclays would hold off on the video and call Ms. Leventhal to testify in person. Possible Settlement Contract experts said Judge Peck may encourage a settlement to avoid undoing a sale he approved, with Barclays paying less than it risks in a court-ordered judgment, according to an August 23 report by Bloomberg News. "[Judge] Peck might signal to Lehman and Barclays that he very much wants this settled," Bloomberg News quoted Lynn LoPucki, a bankruptcy-law professor at Harvard Law School. "Judges have ways of pressuring lawyers and litigants to settle." If LBHI needs prodding to settle, Judge Peck might signal to its lawyers that their fees might not all be approved. To pressure Barclays to settle, the bankruptcy judge might make things difficult for its lawyers or for key witnesses, Ms. LoPucki told Bloomberg News. George Kuney, who teaches bankruptcy and contract law at the University of Tennessee College of Law, said future potential buyers of distressed assets might offer to pay less if Judge Peck undoes the sale because of the risk the deal would be unwound. "Especially in a large transaction, a judge would be reticent to overturn the sale order absent a clear showing of fraud or other impermissible action," Bloomberg News quoted Mr. Kuney as saying. 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: Reaches Deal With LBI Trustee on Avoidance Suits ----------------------------------------------------------------- Lehman Brothers Holdings Inc. and James W. Giddens, as trustee for the Securities Investor Protection Act liquidation of Lehman Brothers Inc., inked a stipulation with respect to joint claims asserted and joint adversary proceedings commenced pursuant to Sections 544, 547, 548 and 550 of the Bankruptcy Code. The Parties and the Official Committee of Unsecured Creditors have been working collaboratively to determine which entities have a right to the claims in the Avoidance Proceedings and the amounts to be recovered through pursuit, prosecution, and settlement of the Avoidance Proceedings. The Parties agree that it is in their collective interest and in the interests of their respective estates and creditors to commence the Avoidance Proceedings expeditiously and in a coordinated fashion to maximize recoveries to their estates. Pursuant to the stipulation: 1. The Trustee and the Debtors may each pursue individually any Avoidance Proceedings, which are agreed upon by the Parties to belong exclusively to each of them. The Trustee and the Debtors will not pursue or prosecute, or share in Avoidance Proceeds recovered through, any Avoidance Proceedings agreed between the Parties to be exclusive Avoidance Proceedings, unless otherwise agreed by the Parties. 2. With respect to any Avoidance Proceeding that the parties have agreed is neither an LBI Avoidance Proceeding nor a Debtor Avoidance Proceeding and that that Avoidance Proceeding should be pursued jointly by both Parties, the Parties will, prior to filing any complaint with respect to the Joint Avoidance Proceeding, agree that either (a) a joint complaint will be filed listing both Parties as co-plaintiffs, in each instance the Parties designating one Party to be the lead plaintiff or (b) one Party will designate the other Party to pursue the Joint Avoidance Proceeding by assigning, transferring, and conveying to Assignee, in a writing to be executed by both Parties, all of Assignor's rights to pursue the Joint Avoidance Proceeding. 3. An Assignment will not in any way affect any right of the Assignor to Avoidance Proceeds recovered through the Joint Avoidance Proceeding subject to the Assignment. 4. With respect to any Joint Avoidance Proceeding seeking to avoid and recover transfers made to third parties in amounts over $5 million, prior to agreeing to any proposed compromise and settlement with respect to any such Joint Avoidance Proceeding and seeking Court approval thereof as required, the Parties will consult with each other in an effort to reach agreement on the terms of the proposed Settlement. If the Parties are unable to agree that the terms of a proposed Settlement are acceptable, the Party proposing the Settlement will be required to file a motion with the Court seeking approval of the Settlement in order to consummate the Settlement. 5. Avoidance Proceeds recovered through Settlement or prosecution of a Joint Avoidance Proceeding will be placed in an account to be agreed upon by the Parties. No monies other than Shared Avoidance Proceeds will be deposited in the Avoidance Proceeds Account. Each Party reserves any and all rights it may have to receive, or to allege in a legal proceeding or otherwise that it is entitled to receive, any and all Shared Avoidance Proceeds. The Debtors will continue to consult regularly with the Creditors' Committee regarding Avoidance Proceedings that are being pursued by the Parties, including LBI Avoidance Proceedings, Debtor Avoidance Proceedings, and Joint Avoidance Proceedings, any Settlements proposed with respect to Joint Avoidance Proceedings, and any Avoidance Proceeds recovered by the Parties. Furthermore, the Debtors will provide the Creditors' Committee with updates on the progress of Joint Avoidance Proceedings. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Wins Nod to Guarantee Payment of Lazard Fees ------------------------------------------------------------- Lehman Brothers Holdings Inc. received approval from Judge James Peck of the U.S. Bankruptcy Court for the Southern District of New York to guarantee the payment of fees and expenses of Lazard Freres & Co. LLC for services provided to Lehman ALI Inc. Lehman ALI employed the firm as its investment banker in connection with the restructuring of Innkeepers USA Trust, a hotel investment company that filed for bankruptcy protection early last month. Lehman ALI is a lender of the hotel investment company. LBHI will only be required to pay Lazard if either Innkeepers or Lehman ALI fails to pay the firm, according to Shai Waisman, Esq., at Weil Gotshal & Manges LLP, in New York. Mr. Waisman further says that LBHI will be reimbursed by Lehman Commercial Paper Inc., an affiliate of Lehman ALI, if ever it pays the firm's fees and expenses. Lazard is paid a monthly fee of $150,000 for its services and will get $1.5 million if Innkeepers' restructuring is consummated. In addition to guaranteeing Lazard's fees and expenses, LBHI will also guarantee the payment of Innkeepers' indemnification obligations to its investment banker. 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 several affiliates 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). 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) LEXICON UNITED: Posts $13,672 Net Income in June 30 Quarter ----------------------------------------------------------- Lexicon United Inc. filed its quarterly report on Form 10-Q, reporting net income of $13,672 on $1.31 million of total revenues for the three months ended June 30, 2010, compared with net income of $6,460 on $930,475 of total revenues for the same period a year ago. The Company's balance sheet at June 30, 2010, showed $3.17 million in total assets, $3.15 million in total liabilities, and $16,210 in stockholders' equity. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?69ea About Lexicon United Austin, Tex.-based Lexicon United Incorporated and its subsidiary, ATN Capital e Participacoes Ltd., a Brazilian limited company, are engaged in the business of purchasing, managing and collecting defaulted consumer receivables for its own account and managing, collecting and servicing portfolios of defaulted and charged-off account receivables for large financial institutions in Brazil. These receivables are acquired from consumer credit originators, primarily credit card issuers in Brazil. As reported in the Troubled Company Reporter on May 25, 2010, Meyler & Company, LLC, in Middletown, N.J., expressed substantial doubt about the Company's ability to continue as a going concern following the Company's 2009 results. The independent auditors noted that the Company continues to have negative cash flows from operations, recurring losses from operations, and has a stockholders' deficit. LODGENET INTERACTIVE: Par Investment Acquires 4.75MM Shares ----------------------------------------------------------- Par Investment Partners LP disclosed acquiring 4,759,927 shares of common stock of Lodgenet Interactive Corp. on August 25, 2010. According to Par's Form 4 filing with the Securities and Exchange Commission, the common shares relate to 7,500 shares of 10% Convertible Preferred Stock exercisable at the option of the holder into 1,984,127 shares of common stock. Par directly holds those shares. At August 3, 2010, there were 25,088,164 shares outstanding of the Company's common stock, $0.01 par value. PAR Group, L.P., is the general partner of PIP. PAR Group disclaims beneficial ownership of these securities except to the extent of the pecuniary interest, if any, in such securities as a result of PAR Group's general partner interest in PIP and contingent right to receive a performance-based advisory fee. PAR Capital Management, Inc., is the general partner of PAR Group which is the general partner of PIP. PCM disclaims beneficial ownership of these securities except to the extent of the pecuniary interest, if any, in such securities as a result of PCM's general partner interest in PAR Group. About LodgeNet Interactive Sioux Falls, South Dakota-based LodgeNet Interactive Corporation (Nasdaq:LNET) -- http://www.lodgenet.com/-- provides media and connectivity solutions designed to meet the unique needs of hospitality, healthcare and other guest-based businesses. LodgeNet Interactive serves more than 1.9 million hotel rooms worldwide in addition to healthcare facilities throughout the United States. The Company's services include: Interactive Television Solutions, Broadband Internet Solutions, Content Solutions, Professional Solutions and Advertising Media Solutions. LodgeNet Interactive Corporation owns and operates businesses under the industry leading brands: LodgeNet, LodgeNetRX, and The Hotel Networks. The Company's balance sheet at June 30, 2010, showed $466.45 million in total assets, $522.34 million in total liabilities, and a stockholders' deficit of $55.89 million. * * * As reported by the Troubled Company Reporter on June 21, 2010, Standard & Poor's Ratings Services affirmed its ratings on Sioux Falls, S.D.-based LodgeNet Interactive, including the 'B-' corporate credit rating. At the same time, S&P revised the rating outlook to positive from stable. LONE TREE: Files for Chapter 11 in Phoenix ------------------------------------------ Lone Tree Investments LLC filed for Chapter 11 on August 24 in Phoenix (Bankr. D. Ariz. Case No. 10-26776). Bill Rochelle, the bankruptcy columnist for Bloomberg News, relates that Lone Tree proposes to finance the reorganization with $1 million borrowed from the majority owner. The DIP loan would have a security interest coming ahead of the prepetition lender's mortgages. Lone Tree owes $24.3 million to the secured construction lender Johnson Bank. Lone Tree is the owner of the Pine Canyon development in Flagstaff, Arizona. The property consists of a residential community, golf course, and related facilities. Pine Canyon said in the court filing that property has been appraised for more than $60 million. MEDCLEAN TECHNOLOGIES: Posts $1.08-Mil. Net Loss in June 30 Qtr. ---------------------------------------------------------------- MedClean Technologies Inc. filed its quarterly report on Form 10-Q, reporting a net loss of $1.08 million on $131,758 of sale and service revenues for the three months ended June 30, 2010, compared with a net loss of $2.667 million on $354,755 of sale and service revenues for the same period a year ago. The Company's balance sheet at June 30, 2010, showed $2.49 million in total assets, $2.54 million in total liabilities, and a $45,852 stockholders' deficit. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?69f7 About MedClean Technologies Based in Bethel, Connecticut, MedClean Technologies, Inc., provides solutions for managing medical waste on site including designing, selling, installing and servicing on site (i.e. "in- situ") turnkey systems to treat regulated medical waste. The Company's balance sheet at March 31, 2010, showed $1,785,501 in total assets, $2,122,063 in total liabilities, and stockholders' deficit of $336,562. As reported in the Troubled Company Reporter on March 8, 2010, Child, Van Wagoner & Bradshaw, PLLC, in Salt Lake City, expressed substantial doubt about the Company's ability to continue as a going concern, after auditing the Company's financial statements for the year ended December 31, 2009. The independent auditors noted that of the Company's substantial recurring losses. MEXICANA AIRLINES: American Airlines Assists Affected Customers --------------------------------------------------------------- American Airlines and its regional affiliate, American Eagle, disclosed that they are assisting customers affected by oneworld(R) partner, Mexicana Airlines' decision to cease operations indefinitely. Mexicana filed for bankruptcy protection in the U.S. and Mexico on Aug. 2, and suspended ticket sales on Aug. 4. Subsequently, Mexicana announced significant capacity reductions between Mexico and the West Coast, as well as on other international routes. Effective Saturday, Aug. 28 at noon, Mexicana and its affiliates MexicanaClick and MexicanaLink suspended all operations indefinitely. American and American Eagle are offering a special 20 percent discount off any published fare for customers holding tickets for confirmed bookings on cancelled Mexicana flights. Under this offer, American and American Eagle will replace a customer's current travel itinerary with a new confirmed ticket to their original destination. Changes to the closest airport served by American or American Eagle are permitted only if American or American Eagle does not fly into the original destination. This offer is only valid for travel on American and American Eagle between the U.S. and Mexico within seven days of the original travel dates. Travel must be completed by Oct. 28, 2010. Tickets must be issued by Sept. 5, 2010. About Mexicana Airlines Compania Mexicana de Aviacion or Mexicana Airlines -- http://www.mexicana.com/-- is a privately held airline and a subsidiary of Nuevo Grupo Aeronautico. Founded in 1921, Mexicana is the oldest commercial carrier in North America. Charles Lindbergh piloted the first trip for Mexicana between Brownsville, Texas, and Mexico City. Grupo Mexicana de Aviacion is the parent of Compania Mexicana. Two other units are Aerovias Caribe S.A. de C.V. (Mexicana Click) and Mexicana Inter S.A. de C.V. (Mexicana Link). Compania Mexicana de Aviacion or Mexicana Airlines, Mexico's largest airline, filed for bankruptcy in the U.S. and Mexico on August 2, 2010. In the U.S., the company filed in the U.S. Bankruptcy Court in Manhattan for Chapter 15 bankruptcy protection (case no. 10-14182), and in Mexico, it filed for the equivalent of Chapter 11. Maru E. Johansen, foreign representative of Compania Mexicana, estimated in the Chapter 15 petition that the company has assets of US$500 million to US$1 billion and debts of more than US$1 billion. William C. Heuer, Esq., at Duane Morris LLP, serves as counsel to Ms. Johansen. Mexicana de Aviacion stated that despite its bankruptcy filing, it expects to continue to operate normally, and that such filings Bankruptcy Creditors' Service, Inc., publishes Mexicana Airlines Bankruptcy News. The newsletter tracks the chapter 11 proceedings and the ancillary proceedings undertaken by Compania Mexicana de Aviacion and its units. (http://bankrupt.com/newsstand/or 215/945-7000). MICHAELS STORES: Posts $1 Million Net Loss for July 31 Quarter -------------------------------------------------------------- Michaels Stores Inc. reported unaudited financial results for the second quarter of fiscal 2010 ended July 31, 2010. Total sales for the quarter were $831 million, a 3.0% increase from fiscal 2009 second quarter sales of $807 million. Same-store sales for the comparable 13-week period increased 2.3%. John Menzer, Chief Executive Officer, said, "While we had moderate comparable store sales growth this quarter, we were pleased with our 210 basis point improvement in gross margin which helped drive a 48% increase in operating income. Continued increases in direct import and focus on pricing and promotional strategies helped drive improved operating performance for the quarter." The Company's balance sheet at July 31, 2010, showed $1.58 billion in total assets, $4.34 billion in total liabilities, and a stockholders' deficit of $2.75 billion. For the quarter the Company reported a net loss of $1 million compared to net income of $2 million for the quarter ended August 1, 2009. For the first half of fiscal 2010, the Company reported net income of $12 million compared to $6 million for first half of fiscal 2009. A full-text copy of the Earnings Release is available for free at http://ResearchArchives.com/t/s?6a5d About Michaels Stores Headquartered in Irving, Texas, Michaels Stores, Inc., is the largest arts and crafts specialty retailer in North America. As of March 9, 2009, the Company operated 1,105 "Michaels" retail stores in the United States and Canada and 161 Aaron Brothers Stores. At May 1, 2010, the Company had total assets of $1.56 billion, total liabilities of $4.32 billion, and a stockholders' deficit of $2.76 billion. Michaels Stores carries 'B3' corporate family and probability of default ratings from Moody's Investors Service. Moody's updated the ratings from 'Caa1' to 'B3' in June 2010 and said that the upgrade in the company's ratings reflects recent improvement in operating performance resulting from higher comparable store sales and operating margin expansion and Moody's expectations this improved performance can be sustained. MONEYGRAM INT'L: Wells Fargo to Assume as Trustee of 401(k) Plan ---------------------------------------------------------------- The trustee and record-keeper for the MoneyGram International Inc. 401(k) Plan said that on Oct. 1, 2010, it will change from T. Rowe Price to Wells Fargo. To implement the change, a blackout period is required that will affect all of the plan's investment options, including MoneyGram Common Stock. During the blackout period, participants in the Plan will be unable to direct or diversify their investments, including investments in MoneyGram Common Stock, or obtain a loan or distribution from the Plan. The company said, "As a director or executive officer of MoneyGram, you will be subject not only to the restrictions that apply to all participants in the Plan. You are reminded that any other trading restrictions related to MoneyGram securities that may otherwise apply to you as a director or executive officer of MoneyGram of which you have been notified by MoneyGram remain in effect." "The blackout period will begin Sept. 23, 2010 at 4:00 pm EDT and end on Oct. 11, 2010 at 10:00 am EDT. During the Blackout Period, as a director or executive officer of MoneyGram, you may not directly or indirectly purchase, sell or otherwise transfer, any MoneyGram Common Stock acquired in connection with your service or employment as a director or executive officer of MoneyGram. "Any profit you realize from any non-exempt transaction involving Common Stock during the Blackout Period is recoverable by MoneyGram, and civil and criminal penalties apply if you violate the Blackout Period restrictions," the company said. About Moneygram International MoneyGram International, Inc. (NYSE: MGI) -- http://www.moneygram.com/-- is a leading global payment services company. The Company's major products and services include global money transfers, money orders and payment processing solutions for financial institutions and retail customers. MoneyGram is a New York Stock Exchange listed company with 203,000 global money transfer agent locations in 191 countries and territories. The Company's balance sheet as of June 30, 2010, showed $5.461 billion in total assets, $5.450 billion in total liabilities, $929.2 million in total mezzanine equity, and a stockholders' deficit of $918.0 million. * * * According to the Troubled Company Reporter on July 1, 2010, Fitch Ratings has affirmed the Issuer Default Ratings for MoneyGram International Inc. and MoneyGram Payment Systems Worldwide, Inc., at 'B+'. Outlook is stable. Fitch noted that the ratings could be negatively impacted by further declines in remittance volumes driven by macro economic factors or decreases in migrant labor populations worldwide. MPM TECHNOLOGIES: Posts $378,900 Net Loss in June 30 Quarter ------------------------------------------------------------ MPM Technologies Inc. filed its quarterly report on Form 10-Q, reporting a net loss of $378,903 on $246,739 of total revenues for the three months ended June 30, 2010, compared with a net loss of $391,972 on $176,566 of total revenues for the same period a year ago. The Company's balance sheet at June 30, 2010, showed $1.23 million in total assets, $15.00 million in total liabilities, all current, and a $13.77 million stockholders' deficit. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?69f1 About MPM Technologies Headquartered in Parsippany, N.J., MPM Technologies Inc. (OTC BB: MPML) -- http://www.mpmtech.com/-- operates through its three wholly owned subsidiaries: AirPol Inc., NuPower Inc. and MPM Mining Inc. During the year ended Dec. 31, 2007, AirPol was the only revenue generating entity. AirPol operates in the air pollution control industry. It sells air pollution control systems to companies in the United States and worldwide. The company through its wholly owned subsidiary NuPower is engaged in the development and commercialization of a waste-to-energy process known as Skygas. These efforts are through NuPower's participation in NuPower Partnership, in which MPM has a 58.21% partnership interest. NuPower Partnership owns 85% of the Skygas Venture. In addition to its partnership interest through NuPower Inc., MPM also owns 15% of the Venture. NEW LEAF: Posts $3.43 Million Net Loss in June 30 Quarter --------------------------------------------------------- New Leaf Brands Inc. filed its quarterly report on Form 10-Q, reporting a net loss of $3.43 million on $1.67 million of net sales for the three months ended June 30, 2010, compared with net loss of $7.69 million on $1.19 million of net sales for the same period a year earlier. The Company's balance sheet at June 30, 2010, showed $5.92 million in total assets, $7.39 million in total liabilities, and a $1.47 million stockholders' deficit. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?69ef About New Leaf Brands Scottsdale, Ariz.-based New Leaf Brands, Inc. develops, markets and distributes healthy and functional ready-to-drink teas under the New Leaf(R) brand. * * * According to the Troubled Company Reporter on April 8, 2010, Mayer Hoffman McCann P.C., in Phoenix, Ariz., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations, has a working capital deficiency, was not in compliance with certain financial covenants related to debt agreements, and has a significant amount of debt maturing in 2010. NICKAJACK SHORES: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------------ Nickajack Shores Holdings LLC filed Chapter 11 protection on August 20 (Bankr. E.D. Tenn. Case No. 10-34044), estimating assets of less than $50,000 and liabilities of $10 million to $50 million. Nickajack Shores is the development firm behind the Rarity Club project in Marion County. It owns 71% of Pine Mountain Properties LLC, which filed for bankruptcy protection in April 2010. According to Josh Flory at knoxvillebiz.com, Lynn Tarpy, a bankruptcy attorney for Nickajack Shores, said, "they are trying to reorganize Nickajack in terms of...seeing what assets it actually does have, and may be available to use to pay creditors." NUTRACEA: Plan Confirmation Hearing Scheduled for October 19 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Arizona will convene a hearing on October 19, 2010, at 11:00 a.m., to consider the confirmation of the Plan of Reorganization proposed by NutraCea and its official committee of unsecured creditors. The hearing will be held at 230 North First Avenue, Courtroom 601, 6th floor, Phoenix, Arizona. Objections, if any, are due 5:00 p.m., Arizona time, five court days before the hearing date. Filing of written acceptances or rejections of the Plan is fixed at October 5. Completed ballots must be returned to: S. Cary Forrester, Esq. 3636 North Central Avenue, Suite 700 Phoenix, AZ 85012-1927 Fax: (602) 271-4300 As reported in the Troubled Company Reporter on August 20, according to the Disclosure Statement, the Debtor will obtain funds by selling certain of its assets, including: (a) the real property and improvements located at 4502 West Monterosa Street, in Phoenix, Arizona, that are owned by Debtor's wholly-owned subsidiary, NutraPhoenix, LLC; (b) the real property and improvements located in Dillon, Montana; and, (c) certain excess equipment. The Debtor will also obtain funds through: (a) a secured loan or equity sale; (b) a loan to or equity sale by its wholly-owned Nutra SA, LLC, subsidiary; or, (c) a loan secured by, or a sale of a portion of, its 80% ownership interest in, Rice Science, LLC and/or its 50% interest in Rice Rx, LLC. These funds will be used to pay all Allowed Claims on or after the Effective Date, as detailed in the Plan, with all payments anticipated to be completed by January 15, 2012. Payments to creditors must meet certain benchmarks and will be overseen by a Plan Agent. The Debtor's shareholders will retain their stock and their legal, equitable and contractual rights will not be altered, although previously authorized shares may be issued. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/Nutracea_DS.pdf About NutraCea NutraCea is a world leader in production and utilization of stabilized rice bran. NutraCea holds many patents for stabilized rice bran (SRB) production technology and proprietary products derived from SRB. NutraCea's proprietary technology enables the creation of food and nutrition products to be unlocked from rice bran, normally a waste by-product of standard rice processing. Phoenix, Arizona-based Nutracea, a California corporation, filed for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr. D. Ariz. Case No. 09-28817). S. Cary Forrester, Esq., at Forrester & Worth, PLLC, assists the Company in its restructuring effort. The Company estimated assets of $50 million to $100 million and debts of $10 million to $50 million in its Chapter 11 petition. OSHKOSH CORPORATION: Moody's Upgrades Corp. Family Rating to 'Ba3' ------------------------------------------------------------------ Moody's Investors Service has upgraded Oshkosh's CFR and PDR to Ba3 to reflect the significant improvement in the company's debt levels due to the strong performance of its defense business. The stable ratings outlook reflects the belief that the company is well positioned in the rating category. Ratings Rationale The primary factors that resulted in the ratings upgrade include the significant reduction in the company's debt levels balanced against the expectation that its contract to produce MRAP-All Terrain Vehicles for the Afghanistan war is expected to wind-down over the next year. Moody's anticipate that the company's revenues, operating income, and EBITDA will decline in 2011 as the company's defense department contracts are expected to peak in 2010. Additionally, the company's non-defense businesses are mostly stabilizing and should improve over time as the natural equipment replacement cycle of access equipment and fire trucks takes hold and as the economy improves. Upgrades: Issuer: Oshkosh Corporation -- Probability of Default Rating, Upgraded to Ba3 from B1 -- Corporate Family Rating, Upgraded to Ba3 from B1 -- Senior Secured Bank Credit Facility, Upgraded to Ba2, LGD3, 36% from Ba3, LGD3, 41% -- Senior Unsecured Regular Bond/Debenture, Upgraded to B2 from B3 LGD changes: Issuer: Oshkosh Corporation -- Senior Unsecured Regular Bond/Debenture, changed to LGD5, 89% from LGD5, 88% The SGL-1 was affirmed. The ratings outlook is stable. The rating is unlikely to be further upgraded over the near term as the defense business is winding down and the company's non- defense businesses are still building a post recession track record. Leverage under 2.5 times that was deemed to be sustainable could result in a positive ratings outlook. The ratings and/or outlook could be negatively affected if the company were unable to meet its commitments to produce the M-ATV as contracted or at the profitability level anticipated by Moody's. If the company's other businesses are still weak or show limited improvement prospects at the time the M-ATV contract winds down, the ratings outlook could come under pressure. A reduction in free cash flow to total debt below 8% would create rating pressure as would EBITDA to interest below 3 times. Moody's last rating action on Oshkosh was on February 23, 2010 when Moody's rated the company's proposed $500 million senior unsecured notes B3 and upgraded the company's 1st lien senior secured credit facility comprised of a $550 million revolver and $1.9 billion Term loan B to Ba3 from B1. Oshkosh Corporation is a leading designer, manufacturer and marketer of a broad range of specialty vehicles and vehicle bodies. The company operates in four segments: access equipment, defense, fire & emergency, and commercial. Oshkosh's JLG subsidiary is the world's leading producer of access equipment including aerial work platforms and telehandlers. Oshkosh revenues for the twelve months ended June 30, 2010 totaled approximately $9.2 billion. PATIENT SAFETY: Marc Rose Steps Down as Chief Financial Officer --------------------------------------------------------------- Patient Safety Technologies Inc. said Marc L. Rose resigned as chief financial officer effective Aug. 31, 2010. About Patient Safety Technologies Patient Safety Technologies, Inc. (OTC: PSTX) -- http://www.surgicountmedical.com/-- through its wholly owned operating subsidiary SurgiCount Medical, Inc., provides the Safety-Sponge(TM) System, a system designed to improve the standard of patient care and reduce health care costs by preventing the occurrence of surgical sponges and other retained foreign objects from being left inside patients after surgery. RFOs are among one of the most common surgical errors. * * * In its March 31, 2010 report, Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego, California, noted that the Company's significant recurring net losses through December 31, 2009, and significant working capital deficit as of December 31, 2009, raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at March 31, 2010, showed $10.1 million in total assets, $15.3 million in total liabilities, and a $5.1 million stockholders' deficit. PACIFIC AVENUE: Sept. 15 Hearing on Bank Request for Examiner ------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of North Carolina will convene a hearing on September 15 to consider a request by Regions Bank for an examiner to review EpiCentre's bookkeeping and, as an alternative, a Chapter 11 trustee to over Pacific Avenue and Pacific Avenue II, limited liability companies that control the EpiCentre. Susan Stabley, staff writer at Charlotte Business Journal, reports that the EpiCentre's ownership companies have a suit pending against Regions in bankruptcy court. Pacific Avenue contends it had an agreement with the bank to reduce its required payment on the loan by $40 million. Regions denies that it agreed to modify the loan. Moore & Van Allen represents Regions Bank. About Pacific Avenue Pacific Avenue, LLC, is a North Carolina limited liability company whose principal place of business is located in Charlotte, North Carolina. Together with Pacific Avenue II, LLC, the Company owns and operates the EpiCentre, a mixed-use commercial development consisting of approximately 302,000 rentable square feet of office and retail/entertainment space, plus an underground parking deck, located at 210 E. Trade St. in the city block surrounded by the light rail line, Fourth Street, College Street, and Trade Street in uptown Charlotte, North Carolina. Pacific Avenue, LLC, filed for Chapter 11 bankruptcy protection on July 22, 2010 (Bankr. W.D. N.C. Case No. 10-32093). Joseph W. Grier, III, Esq., at Grier, Furr & Crisp, P.A., assists the Company in its restructuring effort. The Company estimated up to $50,000 in assets and $50,000,001 to $100,000,000 in debts in its bankruptcy petition. The Company's affiliate, Pacific Avenue II, filed a separate Chapter 11 petition. PATIENT SAFETY: Gets $427,000 Cash Under Tax Escrow Agreement ------------------------------------------------------------- Patient Safety Technologies Inc. received on August 19, 2010, a cash payment of $427,700 from the escrow agent under its tax escrow agreement. As disclosed in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, during that quarterly period a contingent tax liability was reduced by $427,700 based primarily on the expiration of the federal statute of limitations relating to certain 2006 income. In addition, the Company expected that the $427,700 will be released from the escrow account during the quarter ending September 30, 2010 based on the reduction in the contingent tax liability. The August 19th payment represents the payment of those expected funds. About Patient Safety Technologies Patient Safety Technologies, Inc. (OTC: PSTX) -- http://www.surgicountmedical.com/-- through its wholly owned operating subsidiary SurgiCount Medical, Inc., provides the Safety-Sponge(TM) System, a system designed to improve the standard of patient care and reduce health care costs by preventing the occurrence of surgical sponges and other retained foreign objects from being left inside patients after surgery. RFOs are among one of the most common surgical errors. * * * In its March 31, 2010 report, Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego, California, noted that the Company's significant recurring net losses through December 31, 2009, and significant working capital deficit as of December 31, 2009, raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at March 31, 2010, showed $10.1 million in total assets and $15.3 million in total liabilities, for a $5.1 million total stockholders' deficit. PROTOSTAR LTD: Seeks Plan Exclusivity Until November 29 ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will convene a hearing on September 30, 2010, at 11:30 a.m. (prevailing Eastern time), to consider ProtoStar Ltd., et al.'s fourth request of an extension of their exclusive periods to propose, and solicit acceptances for, a Chapter 11 plan. Objections, if any, are due on September 13, at 4:00 p.m. The Debtors request for an approval to file and solicit acceptances for their proposed Chapter 11 Plan until November 29, 2010, and January 26, 2011, respectively. The Debtors need additional time and opportunity to finalize and confirm the Plan. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that conclusion of the case is being held up by a lawsuit the Official Committee of Unsecured Creditors is prosecuting against secured lenders to invalidate their liens on the ProtoStar I satellite. The Committee believes the lenders filed notices of the security interests in the wrong place. About ProtoStar Ltd. Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite operator formed in 2005 to acquire, modify, launch and operate high-power geostationary communication satellites for direct-to- home satellite television and broadband internet access across the Asia-Pacific region. The Company and its affiliates filed for Chapter 11 on July 29, 2009 (Bankr. D. Del. Lead Case No. 09-12659). The Debtor selected Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of Appleby as their Bermuda counsel; UBS Securities LLC as financial advisor & investment banker and Kurtzman Carson Consultants LLC as claims and noticing agent. The Debtors have tapped UBS Securities LLC as investment banker and financial advisor. Also on July 29, 2009, ProtoStar and its affiliates, including ProtoStar Development Ltd., commenced a coordinated proceeding in the Supreme Court of Bermuda. John C. McKenna of Finance & Risk Services Ltd. as liquidator of the Bermuda Group. In their Chapter 11 petitions, the Debtors each estimated assets and debts of $100 million and US$500 million. As of December 31, 2008, ProtoStar's consolidated financial statements, which include non-debtor affiliates, showed total assets of $463,000,000 against debts of $528,000,000. R & E INVESTMENTS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: R & E Investments, Inc. 1137 E. Curry Rd. Tempe, AZ 85281 Bankruptcy Case No.: 10-27258 Chapter 11 Petition Date: August 26, 2010 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: George B. Nielsen Jr. Debtor's Counsel: Dale C Schian, Esq. SCHIAN WALKER, P.L.C. 3550 N. Central Ave. #1700 Phoenix, AZ 85012-2115 Tel: (602) 277-1501 Fax: (602) 297-9633 E-mail: ecfdocket@swazlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Elizabeth Reizner, president. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- RWR Property Management, Inc. 10-25378 08/11/10 RCLC INC: Posts $4.15 Million Net Loss in June 30 Quarter --------------------------------------------------------- RCLC Inc., formerly known as Ronson Corporation, and its subsidiaries incurred a net loss of $4.15 million on zero revenues in the quarter ended June 30, 2010, compared with net loss of $481,000 on zero revenues in the same period a year earlier. The Company's balance sheet at June 30, 2010, showed $10.94 million in total assets, $14.83 million in total current liabilities, $305,000 in other long-term liabilities, and a $4.19 million stockholders' deficit. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?69e9 About RCLC Inc. RCLC, Inc., formerly known as Ronson Corporation, in Woodbridge, New Jersey, historically, has been engaged principally in these businesses -- Consumer Products; and Aviation-Fixed Wing and Helicopter Services. Trenton, New Jersey-based Ronson Aviation, Inc., filed for Chapter 11 protection on August 17, 2010 (Bankr. D. N.J. Case No. 10- 35315). The Debtor estimated its assets at $10 million to $50 million and its debts at $1 million to $10 million. Affiliates RCLC, Inc. (Bankr. D. N.J. Case No. 10-35313), and RCPC Liquidating Corporation (Bankr. D. N.J. Case No. 10-35318) filed separate Chapter 11 petitions on August 17, 2010, each estimating their assets at $1 million to $10 million and debts at $1 million to $10 million. Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, assists the Debtors their restructuring effort. The Company's foreign subsidiary, RCC, Inc., formerly known as Ronson Corporation of Canada Ltd. is not included in the filing. ROBERT SUNSERI, JR.: Case Summary & 5 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Robert L. Sunseri, Jr. 340 Golfside Drive Wexford, PA 15090 Bankruptcy Case No.: 10-26039 Chapter 11 Petition Date: August 26, 2010 Court: U.S. Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Judge: Jeffery A. Deller Debtor's Counsel: Mary Bower Sheats, Esq. 3300 Gulf Tower 707 Grant Street Pittsburgh, PA 15219 Tel: (412) 471-5931 Fax: (412) 471-7351 E-mail: mbsheats@fbmgg.com Scheduled Assets: $1,531,245 Scheduled Debts: $1,115,300 A list of the Debtor's five largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/pawb10-26039.pdf ROTHSTEIN ROSENFELDT: Chapter 11 Trustee Seeks to Probe Retailers ----------------------------------------------------------------- Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports that Herbert Stettin, the trustee liquidating Rothstein Rosenfeldt Adler PA, is seeking information from several retailers where Scott Rothstein, his wife and the firm spent thousands of dollars on numerous shopping sprees. According to DBR, Mr. Stettin on Friday filed papers in bankruptcy court notifying the stores that they are to make a representative available for a deposition and turn over all invoices and documents related to specific purchases by the Rothsteins and Rothstein Rosenfeldt Adler. According to DBR, Mr. Stettin wants to know who made each purchase, what was bought, the amount paid and method of payment. He's also seeking any correspondence exchanged between the retailers and the Rothsteins. According to DBR, the full list of the stores Mr. Stettin is seeking to question are: Aldo, Bebe, Bergdorf Goodman, Bloomingdale's, Burberry, Cache, Circuit City, Coach, Ermare Shoes Inc., Gym Source, Jimmy Choo, Louis Vuitton, Lucky Brand Jeans, Michael Kors, Nordstrom, Online Shoes.com, Pacific Sunwear, Saks Fifth Avenue, Shop 603, Solstice Sun Glass, Tiffany & Co., Touch Clothing and XTC on Melrose. About Rothstein Rosenfeldt Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler PA, has been suspected of running a $1.2 billion Ponzi scheme. U.S. authorities claimed in a civil forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the firm's former chief executive officer, sold investments in non-existent legal settlements. Mr. Rothstein pleaded guilty to five counts of conspiracy and wire fraud on January 27, 2010. Creditors of Rothstein Rosenfeldt Adler signed a petition sending the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors alleged being owed money invested in lawsuit settlements. Herbert M. Stettin, the state-court appointed receiver for Rothstein Rosenfeldt, was officially carried over as the Chapter 11 trustee in the involuntary bankruptcy case. On June 10, 2010, Mr. Rothstein was sentenced to 50 years in prison. ROYAL HOSPITALITY: Files Schedules of Assets & Liabilities ---------------------------------------------------------- Royal Hospitality LLC has filed with the U.S. Bankruptcy Court for the Northern District of New York its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $12,500,000 B. Personal Property $932,001 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $10,012,171 E. Creditors Holding Unsecured Priority Claims $8,453 F. Creditors Holding Unsecured Non-priority Claims $1,134,146 ----------- ----------- TOTAL $13,432,001 $11,154,770 Lake George, New York-based Royal Hospitality LLC, dba Comfort Suites, filed for Chapter 11 protection on August 19, 2010 (Bankr. N.D.N.Y. Case No. 10-13090). Richard L. Weisz, Esq., at Hodgson Russ LLP, assists the Debtor in its restructuring effort. ROYAL HOSPITALITY: Section 341(a) Meeting Scheduled for Sept. 27 ---------------------------------------------------------------- The U.S. Trustee for Region 2 will convene a meeting of Royal Hospitality LLC's creditors on September 27, 2010, at 10:00 a.m. The meeting will be held at 74 Chapel Street, Hearing Room 101, Ground Floor, Albany, NY 12207. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Lake George, New York-based Royal Hospitality LLC, dba Comfort Suites, filed for Chapter 11 protection on August 19, 2010 (Bankr. N.D.N.Y. Case No. 10-13090). Richard L. Weisz, Esq., at Hodgson Russ LLP, assists the Debtor in its restructuring effort. According to its schedules, the Debtor disclosed $13,432,001 in total assets and $11,154,770 in total liabilities as of the Petition Date. SAINT VINCENTS: St. Joseph's Viable Buyer for Westchester Unit -------------------------------------------------------------- Crain's New York Business reports that in shopping around St. Vincent's Westchester, advisers to Saint Vincent Catholic Medical Centers -- Grant Thornton, Cain Brothers and Shattuck Hammond -- contacted some 25 potential purchasers, of which 12 conducted due diligence. According to Crain's, only St. Joseph's Hospital was a viable purchaser, according to reasons laid out in bankruptcy court documents. According to Crain's, the sellers felt other buyers weren't keen because of statewide cuts to Medicaid reimbursement rates for psychiatric services, effective Oct. 1, that "impact the financial feasibility of assuming operation" of St. Vincent's behavioral health unit. In addition, the buyer had to be an acute care hospital so as not to jeopardize roughly half of the behavioral health unit's revenue that is derived from Medicaid, Crain's relates. According to the report, a psychiatric facility must be linked to a hospital to be reimbursed under Medicaid for patients between 21 and 65 years of age. As reported by the Troubled Company Reporter, the Debtor has a deal to sell its inpatient and outpatient behavioral health services operations in Westchester County, New York, to St. Joseph's Medical Center. The price is $18 million cash and the assumption of $5 million in debt. About SVCMC Saint Vincents Catholic Medical Centers -- http://www.svcmc.org/ -- was 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). St. Vincents Catholic Medical Centers returned to bankruptcy court by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No. 10-11963) on April 14, 2010. The new petition listed assets of $348 million against debts totaling $1.09 billion. Although the hospitals emerged from the prior reorganization in July 2007 with a Chapter 11 plan said to have "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. Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, represent the Debtor in its Chapter 11 effort. SEEQPOD, INC: Intertrust Technologies Acquires Assets ----------------------------------------------------- Intertrust Technologies Corporation has acquired all software and patents developed by SeeqPod, Inc. via Chapter 7 Bankruptcy proceeding. Intertrust has not acquired the domain names used by the company. The heuristic search algorithms in SeeqPod's technology portfolio were originally developed for searching medical research databases at Lawrence Berkeley National Laboratories. The award-winning technologies have broad applicability for identifying hidden patterns in data that are distributed across the Internet, including indexing and finding playable search results for audio, video, podcasts and text. The SeeqPod music search service that initially used these technologies shut down in 2009 in the midst of copyright litigation. "SeeqPod's technologies are remarkably efficient at finding highly accurate pattern matches over large distributed networks like the Internet," said Dave Maher, executive vice president and chief technology officer for Intertrust. "Intertrust plans to use SeeqPod's breakthrough technology in distributed search systems in a variety of applications and services for Internet television, targeted advertising, recommendation systems, electronic music distribution and healthcare information services." In addition to maintaining a world-class research and development laboratory, Intertrust invests in disruptive media and trusted third-party services ventures such as SyncTV, and the music distribution service Beyond Oblivion, Inc. that will benefit from the acquired technologies. Headquartered in Silicon Valley, Intertrust -- http://www.intertrust.com/-- invents, develops, and licenses technologies and intellectual property for digital rights management (DRM) and trusted computing. The company holds over 150 patents and has over 300 patent applications pending worldwide. Intertrust's inventions enable a broad range of products that use DRM and trusted computing technologies, including operating systems, digital media platforms, consumer electronics and mobile computing devices, web services, and secure enterprise automation. Through its wholly-owned subsidiary Seacert, Intertrust provides trust management services for the Marlin and OMA DRM standards. SHERWOOD/CLAY: Plan of Reorganization Wins Court Approval --------------------------------------------------------- The Hon. Douglas D. Dodd of the U.S. Bankruptcy Court for the Middle District of Louisiana confirmed Sherwood/Clay-Austin Lights LLC's Plan of Reorganization. As reported in the Troubled Company Reporter on February 23, 2010, the Plan contemplates payment of all allowed claims against the Debtor based upon the sale of the property to New Hope Investors II, L.L.C., the purchaser. It is not anticipated that the holders of membership interest will receive any distribution. All property of the estate and the property will be transferred to the purchaser on the effective date. Under the Plan, each holder of an allowed general unsecured claim will receive a monthly payment of interest only at the rate of 7.0% annum, commencing 30 days after the effective date, with a balloon payment of all unpaid principal and interest and other sums comprising the allowed Class 4 claim due and payable in full on the fifth anniversary of the effective date. Estimated percentage recovery is 100% of the $235,539 claim. The purchaser will act as the disbursing agent under the Plan and make all distributions required under the Plan. A full-text copy of the amended Disclosure Statement is available for free at http://bankrupt.com/misc/SHERWOODCLAY_AmendedDS.pdf About Sherwood/Clay-Austin Lights LLC Baton Rouge, Louisiana-based Sherwood/Clay-Austin Lights LLC filed for Chapter 11 bankruptcy protection on November 2, 2009 (Bankr. M.D. La. Case No. 09-11725). Douglas S. Draper, Esq., who has an office in New Orleans, Louisiana, assists the Company in its restructuring efforts. The Company estimated assets and liabilities at $10 million to $50 million in its Chapter 11 petition. SHERWOOD/CLAY: Can Sell Property to Legg Mason for $17.7 Million ---------------------------------------------------------------- The Hon. Douglas D. Dodd of the U.S. Bankruptcy Court for the Middle District of Louisiana authorized Sherwood/Clay-Austin Lights LLC, to sell property of the estate to Legg Mason Real Estate CDO I, Ltd. Legg Mason will purchase all of Debtor's and all of the Bankruptcy estate's right, title, and interest in all of the assets, property, rights and claims of the Bankruptcy Estate for $17,688,469. Legg Mason's principal offices are located at 10880 Wilshire Boulevard, Suite 1750, Los Angeles, California. About Sherwood/Clay-Austin Lights LLC Baton Rouge, Louisiana-based Sherwood/Clay-Austin Lights LLC filed for Chapter 11 bankruptcy protection on November 2, 2009 (Bankr. M.D. La. Case No. 09-11725). Douglas S. Draper, Esq., who has an office in New Orleans, Louisiana, assists the Company in its restructuring efforts. The Company estimated assets and liabilities at $10 million to $50 million. SMITHFIELD FOODS: S&P Affirms Corporate Credit Rating at 'B-' ------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its ratings on Smithfield, Va.-based Smithfield Foods Inc., including the 'B-' corporate credit rating, and revised the outlook to stable from negative. Smithfield Foods had reported debt outstanding of about $3 billion as of May 2, 2010. "The outlook revision to stable from negative reflects S&P's opinion that higher hog prices should result in improved operating performance over the next year," said Standard & Poor's credit analyst Christopher Johnson. The latest USDA World Agriculture Supply and Demand Estimates projects hog prices to improve by about 30% year over year to $54-$55 per hundredweight. S&P believes Smithfield's can operate its hog production segment profitably at these prices, which should lead to improved operating performance and credit measures. S&P believes the company can grow EBITDA to more than $600 million over the next year and reduce debt to EBITDA to closer to 4x or lower while maintaining adequate liquidity. Still, S&P recognize that this forecast can ary significantly given the history of volatility in Smithfield's earnings. The ratings on Smithfield Foods Inc. reflect its hog production segment's history of very weak operating performance, albeit likely to improve over the next year; the volatility of feed costs; the cyclicality of the swine industry; and the company's very high debt leverage. Although Smithfield benefits from its position as the leading producer, processor, and marketer of fresh and processed pork in the U.S., the company continued to incur losses in its key hog production business in fiscal 2010. However, fiscal 2010 losses were smaller than those in fiscal 2009 because feed costs improved. Moreover, hog prices are expected to remain meaningfully above Smithfield's break-even raising costs, which should lead to profits over the next year. In addition, Smithfield has announced a cost-saving initiative aimed at obtaining $80 million or more in annual savings on top of the costs savings that the company has obtained from its pork segment operations. The stable outlook reflects S&P's opinion that Smithfield's hog production operations should turn profitable in fiscal 2011, resulting in improved credit measures and adequate liquidity over the next year. However, S&P could lower the ratings over the near term if the company's liquidity were materially pressured due to its inability to stabilize its operations. S&P believes this could occur if the company were to continue to incur hog production losses in excess of $400 million while pork segment margins contract by more than 300 basis points. S&P would not consider a higher rating until the company reduces debt leverage to well below the 8x area, maintains adequate liquidity (including addressing its sizeable maturities beyond fiscal 2011), and demonstrates sustained improvement in its hog production operations. SOUTH BAY: ORC Wants Lift Stay to Resolve Issues With Insurers -------------------------------------------------------------- Through the "Owner Controlled Insurance Program" for its SR 125 project, South Bay Expressway, L.P., purchased insurance coverage of various types for the benefit of itself, Otay River Constructors and certain other parties. By this motion, ORC seeks the Court's permission to negotiate or finalize settlements with insurance companies for claims brought by ORC under certain policies, under which ORC is an additional insured or that ORC may otherwise be paid for covered claims as to which the debtors have no entitlement to the proceeds. ORC assures Judge Louise DeCarl Adler that it does not seek to liquidate or litigate any of its various claims against the Debtors. ORC also seeks, to the extent necessary, for relief from the automatic stay so that it and South Bay may finalize certain disputes related to insurance settlements and actions relating to these policies: -- the Zurich American Professional Liability Policies; -- the AXIS Surplus Insurance Company Builder's Risk Policy; -- the Lexington Insurance Company Builders Risk Policy; and -- the Zurich American Insurance Company Builders Risk Policy. David L. Osias, Esq., at Allen Matkins Leck Gamble Mallory & Natsis LLP, in San Diego, California, tells the Court that the request is directed primarily at South Bay. Nevertheless, ORC asks for relief from stay with respect to Debtor California Transportation Ventures, Inc., as well to whatever extent is necessary to afford complete relief. He notes that South Bay is usually the party named as the insured. Accordingly, ORC asks that the Court to enter an order granting relief from the automatic stay to allow: (a) Zurich American Insurance Company to pay to ORC covered defense costs under the Zurich American Insurance Company Professional Liability policies; (b) AXIS Surplus Insurance Company to investigate an irrigation main line-break claim and pay ORC in accordance with the policy; (c) Lexington Insurance Company to deposit $285,402 into an interest-bearing escrow account and allow the interpleader action filed by Lexington against ORC and South Bay to proceed only far enough to have the action dismissed, with no disbursements from the escrow account without the written consent of South Bay and ORC or entry of a Court order or, with further relief from stay, any other court or arbitration panel with jurisdiction over the escrowed funds; and (d) the action filed by ORC against Zurich American to continue so that the district court may hear from Banco Bilbao Vizcaya Argentaria, S.A., and approve the prepetition settlement between South Bay and ORC and authorize the disbursement of the escrowed funds to ORC. About South Bay Expressway South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No. 10-04516). Its affiliate, California Transportation Ventures Inc., also filed for bankruptcy. The Debtors developed and operate a four lane, nine mile express toll road in Southern California commonly referred to as the South Bay Expressway or State Road 125. Both estimated assets and debts of $500 million to $1 billion in their bankruptcy petitions. Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the Debtors in their restructuring effort. PricewaterhouseCoopers LLP is auditor and tax advisor. Imperial Capital LLC is financial advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The Debtors say that as of the bankruptcy filing, they have roughly $640 million in book value of total assets and roughly $570 million in book value of total liabilities. Bankruptcy Creditors' Service, Inc., publishes South Bay Expressway Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by South Bay Expressway LP and California Transportation Ventures Inc. (http://bankrupt.com/newsstand/or 215/945-7000). STANT CORP: Plan Outline Hearing Scheduled for October 1 -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will consider on October 1, 2010, at 10:00 p.m., the adequacy of the Disclosure Statement explaining Stant Corp., nka SPC Seller Inc., et al.'s Plan of Reorganization. Objections, if any, are due on September 24 at 4:00 p.m. As reported in the Troubled Company Reporter on June 14, according to the Disclosure Statement proposed by the Debtors and the Official Committee of Unsecured Creditors, the Plan provides for the purchaser to assume the DIP facility claims and senior secured lenders claims and deemed paid in full pursuant to the APA and sale order. By consent, the holders of junior prepetition note claims will receive the Northstar consideration (a) $100,000; and (b) warrants for $1.75% of the fully diluted common equity of the purchaser. Holders General unsecured claims have an estimated percentage recovery of 2.51% to 3.01%. The Plan cancels all interests in the Debtors. Holders of interests will receive no distribution under the Plan. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/StantParent_amendedDS.pdf If the Plan process goes on schedule, the Hon. Brendan L. Shannon will convene a hearing to consider confirmation of the Plan on November 4. Objections, if any, would be due on October 27 at 4:00 p.m. About Stant Corp. Stant Corp. and five affiliated companies filed for Chapter 11 bankruptcy protection on July 27, 2009 (Bankr. D. Del. 09-12647). Sandra G.M. Selzer, Esq., and Scott D. Cousins, Esq., at Greenberg Traurig, LLP, in Wilmington, Delaware, serve as the Debtors' counsel. In its petition, Stant Corp. estimated $50 million to $100 million in debts against $50 million to $100 million in assets. STONERIDGE INC: S&P Gives Stable Outlook, Affirms 'B+' Rating ------------------------------------------------------------- Standard & Poor's Ratings Services said it has revised its outlook on Stoneridge Inc. to stable from negative and affirmed its ratings on the company, including the 'B+' corporate credit rating. "A substantial increase in light-vehicle production in North America and commercial-truck production in North America and Europe, combined with substantial cost reductions, has boosted Stoneridge's sales and profitability," said Standard & Poor's credit analyst Lawrence Orlowski. "Consequently, the outlook revision reflects S&P's opinion that Stoneridge's credit measures continue to improve and will fall in line with S&P's expectations for the rating by the end of 2010 or early 2011." Moreover, major restructuring initiatives have reduced the company's cost structure and laid the foundation for higher profitability. By the end of 2009, the company had lowered its costs, excluding restructuring, by $99.3 million from 2008's levels. S&P expects profitability to be solid despite some expected margin pressures in the near term. S&P also expects structural costs to rise over time, but S&P thinks the sharp downturn has permitted Stoneridge to permanently reduce its cost base. Stoneridge makes electrical and electronic components and systems for the light- and commercial-vehicle markets in North America (81% of revenues) and the rest of the world (19%). The company has two reportable segments: electronics (63%) and control devices (37%). S&P considers the company's business risk profile to be weak, reflecting the highly competitive and cyclical character of Stoneridge's end markets, combined with the company's relatively small scope and scale. Together, S&P believes these factors limit the company's ability to mitigate adverse business, financial, or economic conditions. In addition, Stoneridge's customer base is somewhat concentrated; the largest single customer, Navistar International Corp., provided about 27% of revenue in 2009. The Michigan-based automakers accounted for roughly 18% of revenues and a majority of the company's North American light-vehicle- related business. The stable outlook reflects recovery in automotive and commercial- truck demand that is enabling the company's credit measures to return to levels appropriate for the rating. S&P could raise the rating if auto and commercial-truck demand showed a sustained rebound, leading to an improvement in revenue and margin expansion that, in turn, substantially boosted credit quality. This could occur if, for instance, revenues in 2010 rose 30% from 2009 results and gross margins moved above 24.5%, causing leverage to fall below 3.5x on a sustained basis. S&P could lower the rating if revenue declines or margin deterioration were worse than S&P currently expect, leading to declining credit measures. This could occur if, for instance, revenues in 2010 rose less than 20% from 2009 results and gross margins moved below 23.5%, causing leverage to increase above 4.0x on a sustained basis. S&P could also lower the rating if the company were to use significant cash in 2010. STRIKEFORCE TECH: Posts $1.54 Million Net Loss in June 30 Quarter ----------------------------------------------------------------- StrikeForce Technologies Inc. filed its quarterly report on Form 10-Q, reporting a net loss of $1.54 million on $47,534 of revenues for the three months ended June 30, 2010, compared with net loss of $688,693 on $63,067 of revenues for the same period a year ago. The Company's balance sheet at June 30, 2010, showed $53,957 in total assets, $10,148,980 in total liabilities, and a $10,095,023 stockholders' deficit. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?69f8 About StrikeForce Edison, N.J.-based StrikeForce Technologies, Inc., a software development and services company that offers a suite of integrated computer network security products using proprietary technology. SWIFT CORP: S&P Raises Corporate Credit Rating to 'B-' From 'CCC+' ------------------------------------------------------------------ Standard & Poor's Ratings Services said that it has raised its ratings on U.S.-based Swift Corp., including the corporate credit rating to 'B-' from 'CCC+'. At the same time, S&P revised the outlook to positive from stable. "The ratings on Swift Corp. reflect its participation in the highly fragmented, cyclical, and capital-intensive truckload -- TL -- trucking segment; the company's highly leveraged financial profile; and its limited liquidity," said Standard & Poor's credit analyst Anita Ogbara. "The company's position as one of the largest TL carriers in the U.S. and growing positions in the intermodal and dedicated trucking businesses somewhat offset these factors. S&P characterizes the company's business profile as weak and its financial profile as highly leveraged." Currently, Standard & Poor's adjusted funds from operations-to- total debt ratio is in the 5%-10% range and total debt to EBITDA exceeds 6.5x (privately held Swift does not publicly disclose financial results). Cost-reduction initiatives, efficiency improvements, and reduced overhead have partially offset soft demand. Still, weaker-than-expected earnings resulted in FFO to total debt that is below S&P's initial expectations. Given the improving operating environment, S&P expects rising tonnage and increased pricing to result in earnings growth, positive free cash flow, and improved liquidity. S&P's expectations for the current rating include total debt to EBITDA of about 6x and FFO to total debt around 10%. The outlook is positive. S&P expects modest improvement in earnings and cash flow over the next several quarters. "S&P could raise the ratings if the company uses proceeds from an initial public offering to reduce debt, strengthen liquidity, and improve its capital structure. On the other hand, S&P could revise the outlook to stable if the initial public offering does not move forward," Ms. Ogbara added. TELKONET INC: Posts $483,566 Net Income in June 30 Quarter ---------------------------------------------------------- Telkonet Inc. reported it second quarter results for the period ended June 30, 2010. The Company has reflected MSTI Holdings, Inc. results of operations in the condensed consolidated statement of operations through the date of the disposal as discontinued operations for all periods presented. For the quarter ended June 30, 2010, Telkonet had revenue of $3.2 million, an increase of 2%, compared to $3.1 million in the quarter ended June 30, 2009. The Company's revenue for the quarter ended June 30, 2010 increased by 23% when compared to the quarter ended March 31, 2010. The Company reported gross margins of 58% for the quarter ended June 30, 2010 compared to 57% for the quarter ended June 30, 2009, and 53% for the quarter ended March 31, 2010. For the six months ended June 30, 2010, the Company had revenue of $5.8 million, a decrease of 4% compared to $6.0 million in the six months ended June 30, 2009. The Company reported gross margins of 56% for the six months ended June 30, 2010 compared to 55% for the six months ended June 30, 2009. The Company reported net income in the quarter ended June 30, 2010 of $483,566 compared to net income of $7.4 million in the quarter ended June 30, 2009. Net income for the quarter ended June 30, 2009 included a gain from deconsolidation of $6.8 million, or $0.07 per share. The Company had a positive adjusted EBITDA, a non-GAAP1 measure, in the quarter ended June 30, 2010 of approximately $217,000 compared to a negative adjusted EBITDA of $185,000 in the quarter ended June 30, 2009. Telkonet, Inc. reported a net loss of $0.2 million for the six months ended June 30, 2010, when compared to net income of $6.3 million for the six months ended June 30, 2009. Net income in 2009 includes a $6.3 million net gain on the deconsolidation of MST. Telkonet had a negative adjusted EBITDA, a non-GAAP measure, of approximately $314,000 for the six months ended June 30, 2010, an improvement of 44% compared to negative adjusted EBITDA of $565,000 for the six months ended June 30, 2009. "This quarter demonstrates the significant progress achieved through implementation of our strategic and long term planning initiatives as we continue to position ourselves securely in the Clean Technology market place," stated Jason Tienor, Telkonet's President and CEO. "We've made considerable strides in strengthening our organization and our technology and expertise continue to solidify our positioning in the Clean Technology space. We believe the foundation for profitable operations has been established through our solid and diverse revenue pipeline, growing partner network, strong margins and our efforts towards strengthening the balance sheet and attaining much needed growth capital." A full-text copy of the Earnings Release is available for free at http://ResearchArchives.com/t/s?6a56 About Telkonet Milwaukee, Wisconsin-based Telkonet, Inc. is a clean technology company that develops and manufactures proprietary energy efficiency and smart grid networking technology. RBSM LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that of the Company's significant operating losses in the current year and in the past. TELOS CORP: June 30 Balance Sheet Upside-Down by $108 Million ------------------------------------------------------------- Telos Corporation had total assets of $74.875 million, total liabilities of $183.635 million, and a stockholders' deficit of $108.760 million as of June 30, 2010. Telos reported net income of $767,000 for the three months ended June 30, 2010, from net income of $1.062 million for the same period in 2009. Telos reported net income of $507,000 for the six months ended June 30, 2010, from net income of $488,000 for the same period in 2009. Revenues were $48.157 million for the three months ended June 30, 2010, from $68.621 million for the same period in 2009. Revenues were $117.005 million for the six months ended June 30, 2010, from $119.302 million for the same period in 2009. A full-text copy of the Company's Form 10-Q report is available at no charge at http://ResearchArchives.com/t/s?6a53 Based in Ashburn, Virginia, Telos Corporation -- http://www.telos.com/-- is an information technology solutions and services company addressing the needs of U.S. Government and commercial customers worldwide. THOMAS PRICE: Section 341(a) Meeting Scheduled for Sept. 29 ----------------------------------------------------------- The U.S. Trustee for Region 18 will convene a meeting of Thomas W. Price's creditors on September 29, 2010, at 12:30 p.m. The meeting will be held at Courtroom J, Union Station, 1717 Pacific Avenue, Tacoma, WA 98402. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Tacoma, Washington-based Thomas W. Price filed for Chapter 11 protection on August 17, 2010 (Bankr. W.D. Wash. Case No. 10- 46732). Noel P. Shillito, Esq., at Shillito & Giske PS, assists the Debtor in his restructuring effort. The Debtor estimated his assets at up to $50,000 and debts at $100 million to $500 million as of the Petition Date. THOMAS PRICE: Wants Filing of Schedules Extended Until Sept. 21 --------------------------------------------------------------- Thomas and Patricia Price ask the U.S. Bankruptcy Court for the Western District of Washington to extend the deadline for the filing of schedules of assets and liabilities until September 21, 2010. The Debtors say that they need additional time to prepare and file their balance of schedules. The Debtors are working to compile the necessary documentation so that their counsel can prepare the paperwork, but need additional time to insure that the paperwork filed with the Court is complete and accurate. Tacoma, Washington-based Thomas W. Price filed for Chapter 11 protection on August 17, 2010 (Bankr. W.D. Wash. Case No. 10- 46732). Noel P. Shillito, Esq., at Shillito & Giske PS, assists the Debtor in his restructuring effort. The Debtor estimated his assets at up to $50,000 and debts at $100 million to $500 million as of the Petition Date. TRANSAX INT'L: Posts $975,500 Net Loss in June 30 Quarter --------------------------------------------------------- Transax International Limited filed its quarterly report on Form 10-Q, reporting a net loss of $975,480 on $1.05 million of revenues for the three months ended June 30, 2010, compared with a net loss of $3.44 million on $1.09 million of revenues for the same period a year ago. The Company's balance sheet at June 30, 2010, showed $1.11 million in total assets, $9.85 million in total liabilities, and a $8.75 million stockholders' deficit. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?69f9 About Transax International Transax International Limited -- http://www.transax.com/-- primarily through its 55% owned subsidiary, Medlink Conectividade em Saude Ltda is an international provider of information network solutions specifically designed for healthcare providers and health insurance companies. The Company's MedLink Solution enables the real time automation of routine patient eligibility, verification, authorizations, claims processing and payment functions. The Company has offices located in Plantation, Florida and Rio de Janeiro, Brazil. The Company currently trades on the OTC Pink Sheet market under the symbol "TNSX" and the Frankfurt and Berlin Stock Exchanges under the symbol "TX6". * * * As reported in the Troubled Company Reporter on April 21, 2010, MSPC Certified Public Accountants and Advisors, P.C., in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has accumulated losses from operations of roughly $17.2 million, a working capital deficiency of roughly $6.2 million and a stockholders' deficiency of roughly $7.4 million at December 31, 2009. TRIPLE DIAMOND: Case Summary & 10 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Triple Diamond Holdings, LLC fdba JenMar Manufacturing, LLC 405 N. Pleasantville Dr. Liberty Center, OH 43532 Bankruptcy Case No.: 10-35877 Chapter 11 Petition Date: August 26, 2010 Court: United States Bankruptcy Court Northern District of Ohio (Toledo) Judge: Richard L. Speer Debtor's Counsel: Howard E. Mentzer, Esq. MENTZER AND MYGRANT LTD Delaware Building 137 S. Main Street, Suite 302 Akron, OH 44308 Tel: (330) 376-7500 E-mail: mvmlaw@earthlink.net Scheduled Assets: $6,234,827 Scheduled Debts: $13,604,596 A list of the Company's 10 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ohnb10-35877.pdf The petition was signed by N. Berry Taylor, chief restructuring officer. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Triple Diamond Plastics, Inc. 09-35938 08/28/09 TRONOX INCORPORATED: Reaches Deal with All Key Creditors on Plan ---------------------------------------------------------------- Tronox Incorporated disclosed that for the first time in its chapter 11 cases, it has agreed with all of its key creditor stakeholders on the framework for an amended plan of reorganization that will settle Tronox's legacy environmental and tort liabilities and allow it to emerge from chapter 11 in the coming months. On Friday, August 27, Tronox filed a motion with the United States Bankruptcy Court for the Southern District of New York requesting authority to enter into a plan support agreement and an equity commitment agreement that will ensure Tronox has the financing necessary to make the settlement payments contemplated by the Plan. According to the filing, the Plan has the full support of the United States of America, through the Department of Justice, on behalf of and in consultation with the state, local, tribal and quasi-governmental authorities who have filed claims against Tronox, Tronox's official committee of unsecured creditors, certain holders of Tronox's prepetition unsecured notes who are backstopping the equity financing needed for the Plan and representatives of holders of tort claims against Tronox. Pursuant to the plan support and equity commitment agreements filed with the Court, Tronox will work with its key stakeholders to promptly file and seek confirmation of the Plan on the timeline set forth in the agreements, which requires that Tronox emerge from chapter 11 by year end. The terms of the Plan - which will modify and supersede the plan of reorganization filed on July 7, 2010 - are set forth in a term sheet annexed to both the plan support agreement and equity commitment agreement, and provide for the following reorganization transactions: * Tronox will reorganize around its existing operating businesses, including its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi; Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia; * Tronox will rely on a combination of debt and new money equity investments to meet its working capital needs and fund distributions required by the Plan, which will include (a) total funded first lien debt of no more than $468 million, (b) the proceeds of a $170 million rights offering open to all unsecured creditors and backstopped by the Backstop Parties and (c) a $15 million investment by the Backstop Parties in exchange for convertible preferred stock with a liquidation preference; * Government claims related to Tronox's environmental liabilities at legacy sites (both owned and non-owned) will be settled through the creation of certain environmental response trusts and a litigation trust, to which Tronox will contribute the following package of improved consideration: (i) $270 million in cash, (ii) 88% of Tronox's interest the pending Anadarko Litigation, (iii) certain Nevada assets, including the real property located in Henderson, Nevada, and (iv) certain other insurance and financial assurance assets worth at least $50 million. * Tort Claimants, who have asserted claims related to potential asbestos, benzene, creosote and other liabilities, will recover from certain trusts to be created by the Plan to which Tronox will contribute the following package of improved consideration: (i) $12.5 million in cash, (ii) 12% of Tronox's interest in the Anadarko Litigation, and (iii) certain insurance assets worth at least $4 million. * Holders of general unsecured claims will receive their pro rata share of 16.9% of the common equity of reorganized Tronox, as well as valuable rights to participate in the Rights Offering for an aggregate of up to 78.4% of the common equity of reorganized Tronox; * Private parties holding indirect environmental claims will have their claims split for purposes of sharing in distributions to holders of general unsecured claims and holders of tort claims; * A convenience class will be created consisting of certain unsecured claims below $250 that will not be eligible to participate in the Rights Offering. Holders of these claims will receive payment in cash equal to 89% of the amount of such claims; and * Existing holders of equity in Tronox Incorporated will receive warrants to purchase their pro rata share of up to 5% of the common equity of reorganized Tronox if they vote to accept the Plan. 'The execution of the Plan Support Agreement and the Equity Commitment Agreement, as well as the support of the United States and the Nevada Parties, represents further progress in our restructuring and a significant step towards emerging from chapter 11 in the coming months, free of our legacy environmental and tort liabilities,' said Dennis L. Wanlass, Chairman and Chief Executive Officer of Tronox Incorporated. 'We appreciate the continued patience and support of our customers, suppliers and employees as we work to exit chapter 11 as quickly as possible, and we are confident that we are taking the appropriate steps to position Tronox as a financially strong competitor in the titanium dioxide and specialty chemical industries for years to come.' Tronox's motion to approve the Plan Support Agreement and the Equity Commitment Agreement will be considered at a hearing before the Bankruptcy Court on September 16, 2010 at 11:00 a.m. (ET) or such other time as the Bankruptcy Court may direct. Tronox commenced its chapter 11 cases on January 12, 2009. Tronox is among the world's leading producers of titanium dioxide pigment and other specialty chemicals used in the manufacture of products such as paints, plastics, paper and batteries. About Tronox Inc. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tronox Inc. and its 14 affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) UNIFI INC: Seeks Stockholder's Okay for 1-for-3 Stock Split ----------------------------------------------------------- Unifi Inc. said it will seek stockholder approval at its 2010 annual meeting of an authorization enabling its Board of Directors to affect a one-for-three reverse stock split of its common stock. "Given the recent performance of our stock and the outlook for the company's future, we believe the reverse stock split of our common stock will facilitate long-term growth and enhance our shareholder value," said William L. Jasper, President and Chief Executive Officer of the Company. The reverse split will reduce the number of outstanding shares of the Company's common stock from approximately 60 million shares to approximately 20 million shares with proportional adjustments being made to the Company's outstanding stock options. About Unifi Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and http://www.repreve.com/-- is a diversified producer and processor of multi-filament polyester and nylon textured yarns and related raw materials. The Company adds value to the supply chain and enhances consumer demand for its products through the development and introduction of branded yarns that provide unique performance, comfort and aesthetic advantages. Key Unifi brands include, but are not limited to: AIO(R) - all-in-one performance yarns, SORBTEK(R), A.M.Y.(R), MYNX(R) UV, REPREVE(R), REFLEXX(R), MICROVISTA(R) and SATURA(R). Unifi's yarns and brands are readily found in home furnishings, apparel, legwear, and sewing thread, as well as industrial, automotive, military, and medical applications. As reported by the Troubled Company Reporter on November 20, 2009, Moody's Investors Service revised Unifi, Inc.'s ratings outlook to stable from negative. Moody's affirmed the company's Caa1 Corporate Family and Probability of Default Ratings, and the Caa2 rating on its senior secured notes due 2014. UNIGENE LABORATORIES: Victory Park Holds 9.4% of Shares ------------------------------------------------------- In a regulatory filing on August 27, Victory Park Credit Opportunities Master Fund, Ltd., a Cayman Islands exempted company; Victory Park Capital Advisors, LLC, a Delaware limited liability company; Jacob Capital, L.L.C., an Illinois limited liability company; and Richard Levy disclosed holding 8,645,814 shares or roughly 9.4% of the common stock of Unigene Laboratories, Inc. The Company had 92,233,551 shares outstanding as of August 2, 2010. Effective as of July 28, 2010, the Credit Opportunities Fund and VPC Fund II, L.P., a Delaware limited partnership entered into an Assignment and Assumption Agreement -- Convertible Note Transfer Agreement -- pursuant to which the Credit Opportunities Fund sold and assigned to the VPC Fund a portion of the Convertible Note equal to $7,103,393.84 in principal amount, plus $396,606.16 in payment-in-kind interest accrued thereon through the date of the Convertible Note Transfer Agreement, for a total purchase price of $7,500,000 in cash. The funds for such purchase were derived from the capital of the VPC Fund. On August 11, 2010, the Company granted to Richard Levy an option to purchase 75,000 shares of Common Stock, at an exercise price of $0.52. The Option becomes exercisable on April 30, 2011, and expires on August 10, 2021. About Unigene Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/ -- is a biopharmaceutical company focusing on the oral and nasal delivery of large-market peptide drugs. Unigene's balance sheet at June 30, 2010, showed $27.60 million in total assets, $60.32 million in total liabilities, and $32.72 million in stockholders' deficit. Grant Thornton LLP, in New York, expressed substantial doubt about Unigene Laboratories' ability to continue as a going concern following the Company's 2009 results. The firm noted that the Company has incurred a net loss of $13,400,000 during the year ended December 31, 2009 and has an accumulated deficit of approximately $143,000,000 as of December 31, 2009. As of that date, the Company's current liabilities exceeded its current assets by $1,251,000 and its total liabilities exceeded total assets by $30,442,000. UNIGENE LABORATORIES: Director Eiref Zvi Acquires 21,000 Shares --------------------------------------------------------------- Eiref Zvi, a director of Unigene Laboratories Inc., disclosed that on August 16 and 17, he acquired 21,000 shares of Unigene common stock, raising his stake to 125,501 shares. He directly holds those shares. The Company had 92,233,551 shares outstanding as of August 2, 2010. About Unigene Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/ -- is a biopharmaceutical company focusing on the oral and nasal delivery of large-market peptide drugs. Unigene's balance sheet at June 30, 2010, showed $27.60 million in total assets, $60.32 million in total liabilities, and $32.72 million in stockholders' deficit. Grant Thornton LLP, in New York, expressed substantial doubt about Unigene Laboratories' ability to continue as a going concern following the Company's 2009 results. The firm noted that the Company has incurred a net loss of $13,400,000 during the year ended December 31, 2009 and has an accumulated deficit of approximately $143,000,000 as of December 31, 2009. As of that date, the Company's current liabilities exceeded its current assets by $1,251,000 and its total liabilities exceeded total assets by $30,442,000. UNIGENE LABORATORIES: Registers 5MM Shares Under 2006 Plan ---------------------------------------------------------- Unigene Laboratories, Inc., filed on August 13 with the Securities and Exchange Commission a Form S-8 Registration Statement under the Securities Act of 1933 to register additional 5 million shares of the Company's common stock issuable under its 2006 Stock-Based Incentive Compensation Plan. The original registration statement on Form S-8 for the Plan (File No. 333-137682) registered 3,000,000 shares of Common Stock and the registration statement on Form S-8 for the Plan (File No. 333- 161364) registered an additional 2,000,000 shares of Common Stock. About Unigene Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/ -- is a biopharmaceutical company focusing on the oral and nasal delivery of large-market peptide drugs. Unigene's balance sheet at June 30, 2010, showed $27.60 million in total assets, $60.32 million in total liabilities, and $32.72 million in stockholders' deficit. Grant Thornton LLP, in New York, expressed substantial doubt about Unigene Laboratories' ability to continue as a going concern following the Company's 2009 results. The firm noted that the Company has incurred a net loss of $13,400,000 during the year ended December 31, 2009 and has an accumulated deficit of approximately $143,000,000 as of December 31, 2009. As of that date, the Company's current liabilities exceeded its current assets by $1,251,000 and its total liabilities exceeded total assets by $30,442,000. UNIGENE LABORATORIES: CEO Ashleigh Palmer Acquires 20,000 Shares ---------------------------------------------------------------- Ashleigh Palmer, president and CEO of Unigene Laboratories Inc., disclosed that on August 12, 2010, she acquired 20,000 shares of common stock, raising her stake to 41,200. She directly holds those shares. The Company had 92,233,551 shares outstanding as of August 2, 2010. About Unigene Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/ -- is a biopharmaceutical company focusing on the oral and nasal delivery of large-market peptide drugs. Unigene's balance sheet at June 30, 2010, showed $27.60 million in total assets, $60.32 million in total liabilities, and $32.72 million in stockholders' deficit. Grant Thornton LLP, in New York, expressed substantial doubt about Unigene Laboratories' ability to continue as a going concern following the Company's 2009 results. The firm noted that the Company has incurred a net loss of $13,400,000 during the year ended December 31, 2009 and has an accumulated deficit of approximately $143,000,000 as of December 31, 2009. As of that date, the Company's current liabilities exceeded its current assets by $1,251,000 and its total liabilities exceeded total assets by $30,442,000. UNISYS CORP: Files Prospectus for Resale of 5.24MM Shares --------------------------------------------------------- Unisys Corporation filed with the Securities and Exchange Commission prospectus supplement no. 7, which supplements the prospectus filed by the Company on September 14, 2009, as previously supplemented, relates to the resale from time to time by selling stockholders of 5,242,165 shares of common stock that the Company issued on July 31, 2009, in private offers to exchange certain of the Company's existing senior notes for a combination of new secured notes, shares of common stock and cash. The information in the prospectus supplement no. 7 gives effect to the 1-for-10 reverse stock split of the Company's common stock that became effective at 11:59 p.m. Eastern time, on October 23, 2009. A full-text copy of the Company's prospectus is available at no charge at http://ResearchArchives.com/t/s?6a5e The Company's common stock trades on the NYSE under the symbol "UIS." As of August 13, 2010, there were roughly 42.6 million shares of the Company's common stock outstanding and 19,243 stockholders of record. On July 31, 2009, the Company completed its private offers to exchange certain of its existing senior notes for a combination of new senior secured notes, shares of common stock and cash. About Unisys Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS) -- http://www.unisys.com/-- provides a portfolio of IT services, software, and technology that solves critical problems for clients. With more than 26,000 employees, Unisys serves commercial organizations and government agencies throughout the world. The company's balance sheet for June 30, 2010, showed $2.714 billion in total assets; against total current liabilities of $1.160 billion, long-term debt of $835.7 million, long-term postretirement liabilities of $1.507 billion, long-term deferred revenue of $150.3 million, other long-term liabilities of $140.2 million, non-controlling interests of $500,000, and a stockholders' deficit of $1.080 billion. * * * As reported by the Troubled Company Reporter on August 26, 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Unisys Corp. to 'B+' from 'B'. The outlook is stable. "The upgrade reflects Unisys' improved operating performance over the past nine months and adequate liquidity, which provides some capacity at the current rating level for potential earnings volatility," said Standard & Poor's credit analyst Martha Toll- Reed. The ratings on Unisys Corp. reflect S&P's view that the company's moderate leverage for the rating and consistently positive annual free cash flow will provide sufficient cushion in the near term to mitigate ongoing revenue declines and lack of operating performance predictability. As reported by the TCR on August 17, 2010, Moody's Investors Service upgraded Unisys' corporate family rating and probability of default rating to B1 from B3. Simultaneously, Moody's upgraded the company's senior secured 1st lien notes due 2014 to Ba1 from Ba3, senior secured 2nd lien notes to Ba2 from Ba3, and senior unsecured notes due 2012, 2015 and 2016 to B2 from Caa1. The outlook remains stable. The rating upgrade reflects Unisys' improved operating performance over the last year including solid free cash flow, reduced balance sheet debt, improved liquidity profile and credit metrics, which Moody's expects will continue in the near term. After years of incurring significant restructuring costs, the company has positioned itself to generate consistent levels of profits and cash flow. UNIVERSAL BUILDING: Court Okays Auction of Assets ------------------------------------------------- Dow Jones' DBR Small Cap reports that a judge signed off on the sale of Universal Building Products Inc.'s assets in exchange for $25 million in debt, pending higher offers from rival bidders. The Debtors intend to sell substantially all of their assets to UBP Acquisition Corp., an entity formed by certain funds managed by Oaktree and Solus Alternative Asset Management LP, pursuant to Sec. 363 of the Bankruptcy Code. The Troubled Company Reporter, citing netDockets Blog, reported on August 9 that bidders are required to submit a $2.5 million cash good faith deposit and minimum bid of $26.5 million, among others. The Debtors are proposing to pay UBP Acquisition, as the stalking horse bidder, an $850,000 expense reimbursement and $400,000 break-up fee if it is outbid at the auction. The TCR on August 25 reported that the Debtors responded to objections by the U.S. Trustee and the Official Committee of Unsecured Creditors to the assets sale. The Creditors Committee has said that the Company's lender is forcing a "hurried and condensed" bankruptcy process that discourages would-be buyers from trying to best the $25 million bid from Oaktree. The Debtor, however, explained that (i) the scheduling of the sale is appropriate under the circumstances; and (ii) it is willing to consider a short extension of the deadlines but the overall adjournment of the hearing until September 27, 2010, will not be feasible because the secured creditor UPB Acquisition Corp. is not willing to provide for an additional funding. The secured creditor, according to Universal Building, articulated that it is not willing to fund an open-ended Chapter 11 process and it prefers to conduct an out of court foreclosure under the Uniform Commercial Code. The Debtor related that the Committee's objection will only derail a process that is the only viable mechanism for certain unsecured creditors to achieve any recovery. Absent approval of the proposed DIP financing (including its conditions regarding the bid procedures, the likely result is lifting the automatic stay for the secured creditor, dismissal or conversion to Chapter 7, and no recovery for priority creditors, the Debtor tells the Court. Oaktree is a global alternative and non-traditional investment manager with $75 billion in assets under management as of June 30, 2010. Solus is a New York-based alternative asset management firm. Oaktree and Solus are the majority equity holders of Dayton Superior Corp., a North American provider of specialized products for the nonresidential concrete construction market. About Universal Building Westminster, California-based Universal Building Products, Inc., dba UBP, filed for Chapter 11 bankruptcy protection on August 3, 2010 (Bankr. D. Del. Case No. 10-12453). Mark Minuti, Esq., MaryJo Bellew, Esq., and Teresa K.D. Currier, Esq., at Saul Ewing LLP, assists the Debtor in its restructuring effort. UBP estimated $1 million to $10 million in assets and $10 million to $50 million in debts in its petition. The Debtor's affiliates Accubrace, Inc. (Bankr. D. Del. Case No. 10-12454), Don De Cristo Concrete Accessories, Inc. (Case No. 10- 12455), Form-Co, Inc. (Case No. 10-12456), and Universal Form Clamp, Inc. (Case No. 10-12457), filed separate Chapter 11 petitions on August 4, 2010. Accubrace estimated $500,001 to $1 million in assets and $10 million to $50 million in debts. US AEROSPACE: Incurs $1.69 Million Net Loss in June 30 Quarter -------------------------------------------------------------- U.S. Aerospace Inc. filed its quarterly report on Form 10-Q, reporting a net loss of $1.69 million on $694,315 of net revenues for the three months ended June 30, 2010, compared with a net loss of $858,020 on $1.36 million of net revenues for the same period a year ago. The Company's balance sheet at June 30, 2010, showed $5.67 million in total assets, $12.38 million in total liabilities, and a $6.71 million stockholders' deficit. U.S. Aerospace, Inc. -- http://www.USAerospace.com-- is a publicly traded aerospace and defense contractor based in Southern California. The Company supplies aircraft assemblies, structural components and highly-engineered, precision-machined details for commercial and military aircraft. US CONCRETE: Inks Purchase Agreement for 9.5% Convertible Notes --------------------------------------------------------------- In a regulatory 8-K filing Friday, U.S. Concrete, Inc., discloses that on August 26, 2010, it entered into a Note Purchase Agreement among the Company, the direct and indirect domestic subsidiaries of the Company signatory thereto, the investors listed on the Schedule of Subscription Parties attached thereto as Annex I that have properly completed and returned a subscription certificate and each of the investors set forth on the Schedule of Put Option Parties attached thereto as Annex II. Pursuant to the Note Purchase Agreement, the Company will sell and the Buyers will purchase the Subscription Amount of 9.5% convertible secured notes due 2015 at a price of $1,000 for each $1,000 of principal amount of the Convertible Notes to be purchased, subject in each case to the satisfaction or waiver of the conditions contained therein. A full-text copy of the current report on Form 8-K, dated as of August 26, 2010, is available for free at: http://researcharchives.com/t/s?6a5b A full-text copy of the Note Purchase Agreement is available for free at http://researcharchives.com/t/s?6a5a About U.S. Concrete Houston, Tex.-based U.S. Concrete, Inc. -- http://www.us- concrete.com/ -- is a major producer of ready-mixed concrete, precast concrete products and concrete-related products in select markets in the United States. The Company has 125 fixed and 11 portable ready-mixed concrete plants, seven precast concrete plants and seven producing aggregates facilities. The Company filed for Chapter 11 bankruptcy protection on April 29, 2010 (Bankr. D. Del. Case No. 10-11407). Patrick J. Nash Jr., Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis LLP, assist the Company in its restructuring effort as bankruptcy counsel. James E. O'Neill, Esq., Laura Davis Jones, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, is the Company's co-counsel. Epiq Bankruptcy Solutions is the Company's claims agent. The Company scheduled assets of $389,160,000 and debts of $399,351,000 as of the Petition Date. The Debtor's affiliates, Alberta Investments, Inc., et al., filed separate Chapter 11 petitions on April 29, 2010. The Company's balance sheet as of June 30, 2010, showed $403.2 million in total assets, $451.7 million in total liabilities, and a stockholders' deficit of $48.5 million. As reported in the Troubled Company Reporter on August 2, 2010, the Bankruptcy Court has confirmed the Company's Plan of Reorganization, dated as of June 2, 2010. As previously announced, the Company's Plan provides for the conversion of approximately $285 million of principal amount of 8.375% Senior Subordinated Notes due 2014 into equity of the reorganized company. Trade creditors are currently being paid in full in the ordinary course and are unaffected by the restructuring. The Company currently expects to emerge from Chapter 11 by the end of August 2010. US CONCRETE: Wants More Exclusivity Until Plan Consummation ----------------------------------------------------------- U.S. Concrete, Inc., and its debtor-affiliates, ask the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive periods to file and solicit acceptances for their proposed Plan of Reorganization until October 26, 2010, and December 27, respectively. The Debtors relate that their proposed Plan was confirmed and anticipated to consummate the Plan on August 31. Out of abundance of caution, the Debtors are requesting for an extension to protect their exclusivity rights and maintain flexibility in the case that an unforeseen event delays or otherwise impeded consummation of the Plan. The Debtors propose a hearing on their exclusivity extension on September 15, 2010, at 2:00 p.m. (prevailing Eastern Time). Objections, if any, are due on September 8 at 4:00 p.m. About U.S. Concrete Houston, Texas-based U.S. Concrete, Inc. -- http://www.us- concrete.com/ -- is a major producer of ready-mixed concrete, precast concrete products and concrete-related products in select markets in the United States. The Company has 125 fixed and 11 portable ready-mixed concrete plants, seven precast concrete plants and seven producing aggregates facilities. The Company filed for Chapter 11 bankruptcy protection on April 29, 2010 (Bankr. D. Del. Case No. 10-11407). Patrick J. Nash Jr., Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis LLP, assist the Company in its restructuring effort as bankruptcy counsel. James E. O'Neill, Esq., Laura Davis Jones, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, is the Company's co-counsel. Epiq Bankruptcy Solutions is the Company's claims agent. The Company scheduled assets of $389,160,000 and debts of $399,351,000 as of the Petition Date. The Debtor's affiliates, Alberta Investments, Inc., et al., filed separate Chapter 11 petitions on April 29, 2010. The Company's balance sheet as of June 30, 2010, showed $403.2 million in total assets, $451.7 million in total liabilities, and a stockholders' deficit of $48.5 million. As reported in the Troubled Company Reporter on August 2, 2010, the Bankruptcy Court has confirmed the Company's Plan of Reorganization. As previously announced, the Company's Plan provides for the conversion of approximately $285 million of principal amount of 8.375% Senior Subordinated Notes due 2014 into equity of the reorganized company. Trade creditors are currently being paid in full in the ordinary course and are unaffected by the restructuring. The Company currently expects to emerge from Chapter 11 by the end of August 2010. VERASUN ENERGY: Seeks Approval on Union Tank Car $20M Claim ----------------------------------------------------------- VeraSun Energy Corp. has agreed to allow Union Tank Car Co. to pursue a $20.6 million claim over rejected leases on railcars, Bankruptcy Law360 reports. VeraSun filed a motion Thursday in the U.S. Bankruptcy Court for the District of Delaware seeking approval of the settlement, Law360 says. Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp. -- http://www.verasun.com/or http://www.VE85.com/-- produces and markets ethanol and distillers grains. Founded in 2001, the company has a fleet of 16 production facilities in eight states, with 14 in operation. The Company and certain affiliates filed for Chapter 11 protection on October 31, 2008 (Bankr. D. Del. Case No. 08-12606). Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP represents the Debtors in their restructuring efforts. AlixPartners LLP serves as their restructuring advisor. Rothschild Inc. is their investment banker and Sitrick & Company is their communication agent. The Debtors' claims noticing and balloting agent is Kurtzman Carson Consultants LLC. The Debtors' total assets as of June 30, 2008, was $3,452,985,000 and their total debts as of June 30, 2008, was $1,913,214,000. VeraSun closed on April 1, 2009, the sale of substantially all of its assets to Valero Renewable Fuels, a subsidiary of Valero Energy Corporation, North America's largest petroleum refiner and marketer. Valero paid $350 million for the ethanol production facilities in Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition to the Reynolds site. Valero also successfully bid $72 million for the Albert City facility and $55 million for the Albion facility. VeraSun also completed on April 9 the sale to AgStar Financial Services PCA of substantially all of the assets relating to the company's production facilities in Dyersville, Iowa; Hankinson, North Dakota; Janesville, Minnesota; Central City and Ord, Nebraska; and Woodbury, Michigan. AgStar released the USBE Subsidiaries from their obligations under $319 million of existing indebtedness and assumed certain liabilities relating to the AgStar Facilities. Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware confirmed on October 23, 2009, the Chapter 11 Plan of Liquidation filed by VeraSun Energy Corporation and its debtor affiliates VIP LAND: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------ Debtor: VIP Land, Inc. 180 Abbott Lane Madisonville, KY 42431 Bankruptcy Case No.: 10-41412 Chapter 11 Petition Date: August 27, 2010 Court: U.S. Bankruptcy Court Western District of Kentucky (Owensboro) Judge: David T. Stosberg Debtor's Counsel: Russ Wilkey, Esq. 111 W. Second Street Owensboro, KY 42303 Tel: (270) 685-6000 Fax: (270) 683 2229 E-mail: dcwilkey@wilkeylaw.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 eight largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/kywb10-41412.pdf The petition was signed by Barbara Dallam, president. VISTEON CORP: Ernst & Young Bills $2.5MM for March-May Work ----------------------------------------------------------- Pursuant to Sections 330 and 331 of the Bankruptcy Code, seven of Visteon Corp.'s professionals filed interim fee applications. Professional Period Fees Expenses ------------ --------- ---------- ---------- Rothschild Inc. 03/01/10- 05/31/10 $750,000 $23,415 Pachulksi Stang Ziehl 03/01/10- & Jones LLP 05/31/10 177,574 35,416 Deloitte Tax LLP 03/01/10- 05/31/10 328,995 136,495 Ernst & Young LLP 03/01/10- 05/31/10 2,535,810 40,849 Accretive Solutions- 06/28/10- Detroit, Inc. 08/01/10 36,091 0 In addition, Hammonds LLP seeks payment of fees for $15,477 and reimbursement of expenses for $37,578 for the period from May 1 to June 30, 2010. About Visteon Corp Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for automakers. 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 disclosed 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 effort. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000). VISTEON CORP: Seeks Further Expansion of E&Y Services ----------------------------------------------------- Visteon Corp. and its units seek the Court's authority to expand the scope of the original application of Ernst & Young LLP's service provision under a letter agreement dated July 8, 2010, pursuant to which Ernst & Young provides the Debtors with certain tax services. The Debtors have determine that expanding the scope of the current terms of Ernst & Young's retention to include the services contemplated by the Additional Services Agreements is in their best interest and that of their creditors and estates. A. The Puerto Rico Tax Agreement The Debtors require tax assistance in connection with proceedings before the Puerto Rico Treasury Department. The scope of tax services provided by Ernst & Young to the Debtors pursuant to the Puerto Rico Tax Agreement will include performing research to determine alternatives available to address the Debtors' compliance with Puerto Rican tax law requirements, as well as engaging in discussions with the Puerto Rican Treasury Department about these alternatives. B. The Loan Staff Agreement The Debtors require the assistance of tax professionals in completing ministerial and administrative tasks related to year 2009 U.S. federal tax returns compliance and requirements. Pursuant to the Loan Staff Agreement, Ernst & Young has agreed to provide the Debtors with two tax professionals for the purposes of assisting the Debtors with this work. C. The Tax Return Agreement The Debtors require assistance in preparing the year 2009 Puerto Rico corporate income tax return for Debtor Visteon Caribbean, Inc. The services provided by Ernst & Young to the Debtors pursuant to the Tax Return Agreement address this need. D. The Compliance Agreement The Debtors require assistance in connection with certain tax compliance issues. Pursuant to the Compliance Agreement, Ernst & Young has agreed to provide the Debtors with these tax compliance services: -- preparing Federal Forms 5471, 8858, 8865 for the Debtors for the year ending December 31, 2009; and -- preparing and reviewing Form 1118. For services rendered pursuant to the Puerto Rico Tax Agreement and Tax Return Agreement, the Debtors will pay Ernst & Young pursuant to these hourly rates: Title Rate ----- ---- Partner/Principal/Executive Director - National $625 Partner/Principal/Executive Director - Local $550 Senior Manager $470 Manager $385 Senior $300 Staff $185 Ernst & Young has estimated that the services to be rendered pursuant to the Tax Return Agreement will cost approximately $4,000. For services rendered pursuant to the Loan Staff Agreement and the Compliance Agreement, the Debtors will pay Ernst & Young pursuant to these hourly rates: Title Rate ----- ---- Partner $535 Senior Manger $405 Manager $285 Senior $150 Staff $100 The Debtors will also reimburse Ernst & Young for the firm's reasonable and necessary expenses. George Lenyo, a partner of Ernst & Young, assures the Court that his firm continues to be a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The Debtors relate that they received informal comments from the U.S. Trustee, which have been resolved. Accordingly, the Debtors delivered to the Court a revised proposed order, which provides that the Tax Return Agreement is approved nunc pro tunc to June 15, 2010, instead of May 10, 2010. * * * Judge Sontchi authorizes the Debtors to expand the scope of Ernst & Young's services to provide certain additional tax services. The Puerto Rico Tax Agreement and the Tax Return Agreement are approved nunc pro tunc to June 15, 2010. The Loan Staff Agreement and the Tax Compliance Agreement are approved nunc pro tunc to June 30, 2010. About Visteon Corp Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for automakers. 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 disclosed 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 effort. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000). VISTEON CORP: Wilmington Trust Withdraws Appeal on Plan Deal ------------------------------------------------------------ Appellants Wilmington Trust FSB and the Ad Hoc Equity Committee executed separate stipulations for the voluntary dismissal of the appeals they have taken of Judge Christopher S. Sontchi's June 17, 2010 order authorizing the Debtors to enter into a Plan Support Agreement, an Equity Commitment Agreement and a Cash Recovery Backstop Agreement, all in relation to the Debtors' Chapter 11 Plan. Wilmington Trust is the administrative agent under the Debtors' senior secured term loan facility. Having settlement the issues related to its Appeal, Wilmington Trust inked an appeal dismissal stipulation with the Debtors and the Official Committee of Unsecured Creditors on July 30, 2010. The parties' dispute was earlier referred for mediation. Under the stipulation, the parties further agreed to pay their own attorneys' fees and costs. The Ad Hoc Equity Committee, for its part, agreed to the dismissal of its Appeal in light of a third amendment to the ECA it entered into with the Debtors on August 9, 2010, by which members of the Ad Hoc Equity Committee have become parties to the ECA. Accordingly, the U.S. District Court for the District of Delaware approved Wilmington Trust's stipulation on August 11, 2010, and the Ad Hoc Equity Committee's stipulation on August 19, 2010. About Visteon Corp Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for automakers. 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 disclosed 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 effort. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000). VISTEON CORP: Wins Nod for Blackman as Counsel for Plan Process --------------------------------------------------------------- Visteon Corp. and its units sought and obtained the Court's authority to employ Blackman Kallick ProjecTemps, LLC, to provide them with temporary legal counsel to assist in plan confirmation discovery effective as of June 23, 2010. Between April and June 2010, certain groups of equity holders and the Debtors' prepetition term loan lenders served written discovery requests on the Debtors on more than 150 categories of documents. Even after negotiating to significantly decrease the scope of those requests, the Debtors relate that they were obligated to collect, review, and produce electronic documents generated from January 1, 2007 to the present from approximately 30 employees, former employees, and consultants. The Debtors disclose that over the past 30 days, the Blackman Kallick contract attorneys spent more than 14,000 hours reviewing those documents and that they have produced approximately 500,000 pages of documents. The Debtors add that those efforts will need to continue in the days ahead to meet the discovery productions deadlines, but professionals retained in their cases do not currently have available resources to handle that undertaking. On the other hand, Blackman Kallick is able to provide those services at a lower rate than the professionals already retained in these cases, the Debtors note. The Debtors' agreement with Blackman Kallick provides for compensation on an hourly fee basis for services rendered by attorneys contracted with Blackman. Specifically, the Debtors will pay Blackman $50 per hour per staffed attorney on the contemplated services. If the Debtors hire a staffed attorney as an employee on a full- time or part-time basis, Blackman Kallick will be entitled to a placement fee equal to 25% of the professional's first-year salary in the case of an attorney. The Conversion Fee will be reduced by 25% for an attorney for every 240 hours of work for which Blackman is fully compensated by the Debtors. Jill Rorem, Esq., at Blackman Kallick ProjecTemps, LLC, in Chicago, Illinois, assures the Court that her firm is a "disinterested person" as that term is defined under Section 101(14) of the Bankruptcy Code and does not hold or represent an interest adverse to the Debtors or their estates. In a separate filing, the Debtors certified to the Court that no objection was filed as to the Application. About Visteon Corp Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for automakers. 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 disclosed 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 effort. 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). VONAGE HOLDINGS: June 30 Balance Sheet Upside-Down by $59.5-Mil. ---------------------------------------------------------------- Vonage Holdings Corp. reported total assets of $370,986,000, total liabilities of $430,545,000 and a stockholders' deficit of $59,559,000 as of June 30, 2010. Vonage swung to a net loss of $562,000 for the three months ended June 30, 2010, from net income of $2,285,000 for the same period in 2009. Vonage posted net income of $13,406,000 for the six months ended June 30, 2010, from net income of $7,556,000 for the same period in 2009. Operating revenues were $225,341,000 for the three months ended June 30, 2010, from $220,028,000 for the same period in 2009. Operating revenues were $453,292,000 for the six months ended June 30, 2010, from $444,033,000 for the same period in 2009. A full-text copy of the Company's Form 10-Q report is available at no charge at http://ResearchArchives.com/t/s?6a54 Vonage Holdings Corp. provides high quality voice and messaging services over broadband networks. While customers in the United States represented 94% of its subscriber lines at June 30, 2010, Vonage continues to serve customers internationally with services in Canada and the United Kingdom. VORNADO REALTY: Reports $57,840 Net Income for June 30 Quarter -------------------------------------------------------------- Vornado Realty Trust filed a Form 10-Q, reporting net income of $57,840 on $696,105 of revenues for the quarter ended June 30, 2010, compared with a net loss of $51,904 on $554,516 of revenues during the same period in 2009. Vornado Realty's balance sheet at June 30, 2010, showed $19.89 million in assets, $11.98 million in debts, and total equity of $6.64 million. A copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?6a67 Vornado filed an amended Form 10-Q solely to furnish Exhibit 101 to provide, among other things, unaudited interim consolidated balance sheets; unaudited interim consolidated statements of income; and unaudited interim consolidated statements of cash flows. A copy of the amended Form 10-Q is available for free at: http://researcharchives.com/t/s?6a68 About Vornado Realty Vornado Realty Trust is a fully-integrated real estate investment trust and conducts its business through Vornado Realty L.P., a Delaware limited partnership. Vornado is the sole general partner of, and owned approximately 92.5% of the common limited partnership interest in the Operating Partnership at June 30, 2010. Vornado Realty Trust is in default under its mortgage loans related to the Springfield Mall in Washington D.C., a California retail property, and the High Point Complex in North Carolina. The mortgage loans have been placed with a special servicer, and Vornado has not made debt service payments under those loans. Vornado is in negotiations with the special servicers. WASHINGTON MUTUAL: Equity Committee Members Down to Four -------------------------------------------------------- Roberta A. DeAngelis, the United States Trustee for Region 3, appointed as of August 3, 2010, four persons to the Official Committee of Equity Security Holders in the Chapter 11 cases of Washington Mutual, Inc., and WMI Investment Corp.: (1) Esopus Creek Value, LLC Attn: Joseph S. Criscione 150 JFK Parkway, Suite 100 Short Hills, NJ 07078 Phone: 973-847-5904 (2) Kenneth I. Feldman (3) Dorothea Barr (4) Michael Willingham The Debtors' Equity Committee originally consisted of seven members. Dorothea Barr, Joyce M. Presnall and Tyson Matthews are no longer part of the panel as of August 3, 2010. 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 estimated 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: Plan Confirmation Hearing to Commence Nov. 1 --------------------------------------------------------------- The Fifth Amended Chapter 11 Plan of Reorganization of Washington Mutual, Inc., and WMI Investment Corp. will be up for confirmation before Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware, staring on November 1, 2010, Bloomberg News reports, citing minutes of an August 25 hearing. WaMu's hotly contested Plan centers on the Global Settlement Agreement, reached among (i) the Debtors; (ii) JPMorgan Chase Bank, N.A.; (iii) the Federal Deposit Insurance Corporation, in its capacity as receiver for Washington Mutual Bank; (iv) the FDIC, in its corporate capacity; (v) certain noteholders; and (vi) the Official Committee of Unsecured Creditors for the resolution of certain disputed accounts, the division of certain tax refunds and the ownership of certain trust preferred securities, among other others. The Disclosure Statement outlining the Fifth Amended Plan is scheduled for approval on September 7, 2010, following a number of postponements. At various Court hearings held in June and July 2010, WaMu and the Official Committee of Equity Security Holders have told Judge Walrath that they were "in discussion[s] on making changes" to the Plan. Judge Walrath had also directed WaMu, JPMorgan Chase, the FDIC and the Equity Committee to meet and confer to settle disputes relating to the disclosure of information and discovery procedures surrounding WaMu's demise in October 2008 and the Company's Chapter 11 cases. Confirmation Hearings Will Tackle Black Horse Adversary Case The first day of the Plan Confirmation hearing will also tackle the issue hounding certain holders of WaMu Inc. trust preferred securities, who have asked Judge Walrath to enter a declaratory judgment that their Securities -- as well as all rights, claims and entitlements -- are, and at all times have been, the property of third-party investors and not property of WaMu's Chapter 11 estate. The Trust Preferred Holders formally filed an adversary complaint with the Delaware Bankruptcy Court on July 6, 2010, essentially to establish their current ownership of certain Trust Preferred Securities. The Plaintiffs consist of these investment funds and investment firms: * Black Horse Capital LP, * Black Horse Capital Master Fund Ltd., * Black Horse Capital (QP) LP, * Greywolf Capital Partners II, * Greywolf Overseas Fund, * Guggenheim Portfolio Company VII, LLC, * HFR RV A Combined Master Trust, * IAM Mini-Fund 14 Limited, * LMA SPC for and on behalf of the MAP 89 Segregated Portfolio, * Lonestar Partners LP, * Mariner LDC, * Nisswa Convertibles Master Fund Ltd., * Nisswa Fixed Income Master Fund Ltd., * Nisswa Master Fund Ltd., * Paige Opportunity Partners LP, * Paige Opportunity Partners Master Fund, * Pandora Select Partners, LP, * Pines Edge Value Investors Ltd, * Riva Ridge Capital Management LP, * Riva Ridge Master Fund, Ltd., * Scoggin Capital Management II LLC, * Scoggin International Fund Ltd., * Scoggin Worldwide Fund Ltd., * Visium Global Fund, Ltd., * VR Global Partners, L.P., * Whitebox Asymmetric Partners LP, * Whitebox Combined Partners, LP, * Whitebox Convertible Arbitrage Partners, LP, * Whitebox Hedged High Yield Partners, LP, and * Whitebox Special Opportunities LP, Series B The Black Horse Plaintiffs hold, in the aggregate, approximately $1 billion, in terms of liquidation preference, of the Trust Preferred Securities. They are represented by Campbell & Levine LLC and Brown Rudnick LLP. As the confirmation hearing continues in early November, other critics of WaMu's plan may want to use any facts or arguments presented by the investors to attack the reorganization proposal, Bloomberg News quoted Judge Walrath as saying at the August 25 hearing. "Others may want to ride your coattails. The first day of confirmation will be yours," Judge Walrath told an attorney for Black Horse Capital LP. Lawyers for WaMu and investors, including Black Horse Capital LP and Lonestar Partners LP, agree that the issue must be resolved before the Company can end its bankruptcy and distribute more than $6 billion to creditors, Bloomberg News adds. 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 estimated 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: Proposes IRS Tax Settlements ----------------------------------------------- Washington Mutual, Inc., is the common parent of an affiliated group of corporations, including Washington Mutual Bank and its direct and indirect subsidiaries that join in filing consolidated U.S. federal income tax returns. As the common parent of the WaMu Group, WaMu has authority to settle audits and disputes with the U.S. Internal Revenue Service on its own behalf and on behalf of all members of the consolidated return group, including WMB and its predecessor companies, for certain tax years. WaMu is also the successor to H.F. Ahmanson & Company, by virtue of a merger of Ahmanson with and into WaMu on October 1, 1998. Prior to the transaction, Ahmanson was the common parent of an affiliated group of corporations that filed consolidated U.S. federal income tax returns for tax periods prior to October 1, 1998. WaMu, as successor to Ahmanson, has represented the Ahmanson Group in the IRS audits of the Ahmanson Group's tax returns, including the resolution of certain refund claims at the Office of Appeals of the IRS. WaMu relates that since the Petition Date, it has worked with the IRS to resolve -- subject to approval by the Bankruptcy Court and by the U.S. Congress Joint Committee on Taxation -- all outstanding issues with the IRS regarding the consolidated tax liability of the WaMu Group for the 2001 through 2008 tax years, except for certain adjustments for which the WaMu Group may be entitled to claim a tax refund pending the outcome of certain lawsuits initiated by WaMu on behalf of the Ahmanson Group. WaMu adds that it has also reached a settlement with the IRS on a tax refund claim of the Ahmanson Group with respect to the 1997 Tax Year. Pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure, the Debtors and IRS, among other entities, entered into separate settlements to allow the WaMu Group to recover most of the claimed federal tax refund amounts, and resolve many contentious federal income tax issues on reasonable terms and with finality and certainty, thus eliminating the significant cost, delay and uncertainty of litigation, Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, reveals. According to Mr. Collins, the IRS Settlements are essentially reflected in these documents: (i) An Appeals Settlement Agreement on IRS Form 870-AD, for Tax Years 2001-2003 of the WaMu Group, or the "2001-2003 Appeals Settlement;" (ii) An IRS Form 870, Waiver of Restrictions on Assessment and Collection of Deficiency in Tax and Acceptance of Overassessment, for Tax Years 2003-2008, on Form 870 and the corresponding Revenue Agent's Report or IRS Form 4549, also known as "RAR;" (iii) A Closing Agreement with respect to foreign tax credits and related issues for Tax Years 2005-2007, or the "Closing Agreement;" and (iv) An Appeals Settlement Agreement on IRS Form 870-AD) for tax year 1997 of the Ahmanson Group, or the "Ahmanson Appeals Settlement." Terms of IRS Settlements The 2001-2003 Appeals Settlement documents the resolution in November 2009, of remaining tax issues in dispute for the 2001- 2003 Audit Cycle after discussions and negotiations among WaMu, the Examination Division of the IRS, and the Office of Appeals of the IRS. The 2001-03 Appeals Settlement, which has been reviewed and accepted by the Joint Taxation Committee, is subject to approval by the Bankruptcy Court. Because the IRS Exam Division had accounted for all the disputed adjustments that are subject of the 2001-2003 Appeals Settlement by reducing the February 2008 refund, the Settlement will yield an additional net tax refund for the WaMu Group, Mr. Collins avers. In addition, several additional adjustments favorable to the WaMu Group also were made as corollary changes in the 2001- 2003 Audit Cycle and included as part of the 2001-2003 Appeals Settlement, he cites. Specifically, the total net refund from the 2001-2003 Appeals Settlement is approximately $447.2 million plus additional overpayment interest to be determined when the tax amounts are paid. WaMu estimates that overpayment interest due on the refund, if accrued through December 31, 2010, would be approximately $124 million. The RAR Settlement documents the reached complete resolution and settlement between WaMu and the IRS Exam Division of all outstanding audit issues for the 2004-2008 Tax Years and WaMu's filed refund claims for tax years 2003-2008 based on its election to carry back the 2008 consolidated net operating loss or "the 2008 NOL Refund Claims." The WaMu Group will be entitled to receive a net federal tax refund of approximately $4.533 billion for the 2003-2008 tax years under the RAR Settlement, Mr. Collins notes. The $4.533 billion Refund Amount "represents a recovery of almost all the federal taxes paid in tax years 2004-2007 plus approximately fifty percent (50%) of taxes paid in 2003, and also includes recovery of approximately $9.9 million, representing an erroneously computed penalty for 2004," according to Mr. Collins. The amount of overpayment interest due on this projected refund, if accrued through December 31, 2010, is estimated to be approximately $100.7 million, he points out. The Ahmanson Appeals Settlement resolves the tax deficiency of $12.2 million and a corresponding penalty of $4.9 million filed by the IRS Exam Division against the Ahmanson Group. The $4.9 million Penalty would have affected WaMu, as successor to Ahmanson. The Ahmanson Appeals Settlement was reviewed by the Joint Taxation Committee and approved in April 2010. Under the terms of the Settlement, the Ahmanson Group will be allowed a capital loss of $6.3 million and a deduction of $27,000 for costs associated with the transaction. This results in a tax refund of approximately $2.2 million. In addition, the penalties assessed on the Ahmanson Appeals Transaction will be reduced from $4.9 million to $1.5 million resulting in a refund of approximately $3.4 million in previously paid penalties. In total, WaMu, as successor to Ahmanson, will be entitled to an aggregate refund of approximately $5.6 million plus a refund of previously paid underpayment interest and applicable overpayment interest from the 2006 payment date. WaMu estimates that the interest to be received on the refund related to the Ahmanson Appeals Settlement, if accrued through December 31, 2010, will be approximately $6.3 million. Mr. Collins emphasizes that the IRS Settlement will significantly reduce the extent of outstanding tax claims against WaMu's estate, thus increasing the amount of the tax refund to be received on account of the 2008 NOL Refund Claims. Moreover, he avers, the proposed settlement will relieve WaMu from having to commit substantial resources to protracted litigation. Nothing contained in the Settlement Documents prejudices the rights of JPMorgan Chase N.A. or the Federal Deposit Insurance Corporation under the Global Settlement Agreement under the Debtors' Chapter 11 Plan of Reorganization, as amended. Accordingly, neither JPMorgan Chase nor the FDIC has raised any objection or exception to the terms contained in the IRS Settlement Documents. The Official Committee of Unsecured Creditors Committee has had an opportunity to review, and supports the terms of, all Settlement Documents, Mr. Collins tells Judge Walrath. Against his backdrop, the Debtors ask the Court to approve the IRS Settlements. 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 estimated 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). WORKSTREAM INC: Michael Mullarkey Resigns as Exec. Vice President ----------------------------------------------------------------- Workstream Inc. said that Michael Mullarkey resigned as Executive Vice President of Workstream Inc. with effect on Aug. 25, 2010. No replacement has been named. Mr. Mullarkey was the Company's President and Chief Executive Officer as well as the Chairman of the Company's Board of Directors, until a change of control occurred on Aug. 16, 2010, when he assumed his current position. About Workstream Inc. Maitland, Fla.-based Workstream Inc. (OTC BB: WSTM) -- http://www.workstreaminc.com/-- provides enterprise workforce management solutions and services that help companies manage their human capital management function. According to the Troubled Company Reporter on April 21, 2010, Workstream Inc. filed on April 14, 2010, its quarterly report on Form 10-Q for the three months ended February 28, 2010. The Company's balance sheet at February 28, 2010, showed $14,564,794 in assets, $30,051,615 in debts, and a stockholders' deficit of $15,486,821. In its April 2010 10-Q report, the Company said its ability to continue as a going concern depends upon its ability to successfully refinance $21.6 million of its senior secured notes payable, including accrued interest thereon, generate positive cash flows from operations and obtain sufficient additional financing, if necessary. The Notes went into default on May 22, 2009 due to the Company's suspension of trading on the NASDAQ Stock Market as a result of its shareholders' deficit. The Notes were restructured on December 11, 2009. Z'S INC: Case Summary & 5 Largest Unsecured Creditors ----------------------------------------------------- Debtor: Z's, Inc. 2748 241st St. Fort Madison, IA 52627 Bankruptcy Case No.: 10-02391 Chapter 11 Petition Date: August 26, 2010 Court: United States Bankruptcy Court Northern District of Iowa (Cedar Rapids) Judge: Thad J. Collins Debtor's Counsel: Joseph A. Peiffer, Esq. Ronald C. Martin, Esq. DAY RETTIG PEIFFER, P.C. P.O. Box 2877 Cedar Rapids, IA 52406-2877 Tel: (319) 365-0437 Fax: (319) 365-5866 E-mail: joep@drpjlaw.com ronm@drpjlaw.com Scheduled Assets: $1,216,761 Scheduled Debts: $1,098,347 A list of the Company's five largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ianb10-02391.pdf The petition was signed by Samuel D. Gaylord, president. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Gaylord Construction, Inc. 10-02384 08/26/10 * S&P: 2 Defaults Last Week Raise Global Total at 52 in 2010 ------------------------------------------------------------ Two corporate issuers defaulted last week, bringing the year-to- date 2010 global corporate default tally to 52, said an article published by Standard & Poor's Global Fixed Income Research last Friday. By region, the current year-to-date default tallies are 38 in the U.S., two in Europe, five in the emerging markets, and seven in the other developed region (Australia, Canada, Japan, and New Zealand), according to the article, titled "Global Corporate Default Update (Aug. 20 - 26, 2010) (Premium)." So far this year, missed interest or principal payments are responsible for 17 defaults; distressed exchanges account for 16; Chapter 11 filings account for 12; regulatory directives, receiverships, and debt reorganization are responsible for one each; and the remaining four defaulted issuers are confidential. Of the global corporate defaulters in 2010, 42% of issues with available recovery ratings had recovery ratings of '6' (indicating S&P's expectation for negligible recovery of 0% to 10%), 12% of the issues had recovery ratings of '5' (modest recovery prospects of 10% to 30%), 12% had recovery ratings of '4' (average recovery prospects of 30% to 50%), and 15% had recovery ratings of '3' (meaningful recovery prospects of 50% to 70%). And for the remaining two rating categories, 10% of the issues had recovery ratings of '2' (substantial recovery prospects of 70% to 90%) and 10% had recovery ratings of '1' (very high recovery prospects of 90% to 100%). * DLA Piper Wants Malpractice Suit Out of Bankruptcy Court ---------------------------------------------------------- Bankruptcy Law360 reports that DLA Piper has asked the U.S. Bankruptcy Court for the Southern District of New York to send back to district court a $17 million malpractice suit brought against it by a bankrupt textile and furniture seller alleging the firm botched an international brand licensing deal. * Fasken Martineau Lawyers Examine CCAA Monitor's Role ------------------------------------------------------ By Aubrey Kauffman and Stuart Brotman, Fasken Martineau Overview The principal Canadian restructuring statute, the Companies' Creditors Arrangement Act, evolved from the provisions of the English corporations statute dealing with corporate reorganizations. Despite their different origins, the objectives and processes of the CCAA and Chapter 11 of the U.S. Bankruptcy Code are remarkably similar. A fundamental distinction, however, that colours the entire Canadian process, is the mandatory appointment of a "Monitor" and the absence of a mandatory unsecured creditors' committee. In order to understand the Canadian approach to restructuring, an American practitioner must understand the role of the Monitor. A Brief History of the CCAA The CCAA was passed during the Great Depression to provide a means by which insolvent companies could avoid liquidation. The Act was modeled on section 153 of the English Companies' Act, 1929 and comprised only 20 provisions. The proceeding was commenced by filing the proposed plan of compromise or arrangement (the "Plan") and asking for meetings of the affected classes of creditors to be ordered. If approved by the requisite majority of creditors, the Plan was submitted to the court for approval. A stay of judicial proceedings would be in place between the commencement of the CCAA proceeding and the failure or approval of the Plan. The process was not a lengthy one. There is very little jurisprudence dealing with the CCAA form this early period. After the 1940's, the Act essentially became dormant until the early 1980's. Until the early 1990's, the alternate restructuring process under the Bankruptcy Act (now the Bankruptcy and Insolvency Act) could not stay or compromise secured creditors. In the early 1980's, faced with a severe economic downturn in Western Canada, creative counsel realized that the CCAA could be used to stay and compromise secured creditors and thus was a powerful restructuring tool. The next important evolution in the history of the CCAA lay in the courts' approach to the CCAA when its use was revived in Eastern Canada in the mid- to late-1980's, largely to deal with downturns in the retail and real estate sectors. The courts regarded the legislation as remedial in that it avoids the devastating social and economic affects of a liquidation. The courts held that the Act is to be given a wide and liberal construction so as to enable it to effectively serve the remedial purpose. The skeletal nature of the statute opened the door to creativity and flexibility. Canadian practitioners observed restructuring tools contained in Chapter 11 proceedings, such as filing for a stay without having a Plan, DIP financing and the right to reject contracts, and assimilated those tools (with some differences) into the Canadian process. This was accomplished on an ad hoc basis through court orders grounded in a broad interpretation of the stay of proceeding provisions in the CCAA or the inherent jurisdiction of the court. As part of this evolution, perhaps influenced by the Chapter 11 process, the practice of filing a Plan at the outset of the proceeding fell away. The courts became satisfied if the initial filing disclosed an outline of an anticipated Plan. Quite quickly, even that requirement disappeared. Currently, assuming the debtor company meets certain thresholds, the court will grant a broad stay of proceeding in order to allow a Plan to be developed and negotiated, and ultimately voted upon. This extends the length of a typical CCAA case significantly from what was initially contemplated. The CCAA underwent significant amendment in 1997 and further amendments became effective in 2009. Despite the amendments, the CCAA remains more of a framework statute than a detailed code. It retains significant flexibility. Similarities between the CCAA and Chapter 11 Processes From a functional perspective, the CCAA and Chapter 11 processes are remarkably similar: * They are both debtor in possession restructurings -- usually initiated by the debtor company. * There is a broad stay of judicial and non-judicial proceedings at the commencement of the proceeding which remains in place until the termination of the proceeding, and it is very difficult to obtain relief from the stay. * There is an ability to raise interim financing during the restructuring through DIP financing. * There is a toolkit of powers to assist in a restructuring, such as the restriction of the ability of counterparties to terminate contracts, the ability of the debtor to reject (repudiate) contracts and the ability, in certain circumstances, to force assignments of contracts. * There are rules with respect to recovery of preferential payments made prior to the filing. * There is an ability to sell assets or the entire business of a debtor) prior to a Plan. * There is great flexibility in crafting a Plan, including offers of specific amounts of money, pots of assets or debt to equity swaps. * A Plan can contain provisions protecting directors, officers and other third parties, in appropriate circumstances. * There is an ability to consolidate estates. * The proposed Plan is voted on by creditors in classes. If the requisite approval of creditors is obtained, the Plan is subject to the approval of a court based upon the commercial reasonableness of the Plan. In the view of the authors, the principle functional differences between the two systems lies in the appointment, in Canada, of a court officer, a Monitor, and the absence of a mandatory unsecured creditors committee. The Origin and Evolution of the Monitor The original CCAA did not contain the concept of a "monitor". There is no such person in the English statute from which it was derived. In one of the first CCAA cases in the early 1980's one of the operating lenders expressed concern about leaving existing management of the insolvent debtor in control during the course of the proceeding. In order to assuage this concern, the debtor company contracted with the trustee in bankruptcy subsidiary of an accounting firm to monitor the debtor company during the course of the restructuring, with a mandate to inform the operating lenders of any untoward activity. Eventually, it became a routine practice to appoint a Monitor in CCAA filings and provide for this in the initial order. The scope of the mandate of a Monitor expanded in a schizophrenic way. Not only was a Monitor to be a watchdog for the court and creditors, but in many cases the Monitor was also charged with assisting the debtor in the development of its Plan and providing comments on the Plan to the court. In the 1997 amendments to the CCAA the appointment of a Monitor was made obligatory. The basic powers and obligations of the Monitor are now set out in section 23 of the CCAA. In addition, further powers or obligations of the Monitor usually are contained in the initial orders made when a CCAA case is commenced. The Duties and Functions of the Monitor - CCAA Provisions The Monitor is an officer of the court with a duty to be neutral and to act in the best interests of all concerned. It must act independently of any of the stakeholders, balancing the interests of all stakeholders while fulfilling its mandate. Section 25 of the CCAA provides that the Monitor must act honestly and in good faith and comply with a prescribed code of ethics. The basic duties and functions of a Monitor are set out in section 23 of the CCAA. Those duties can be summarized as follows: * To review the debtor's cash flow statements, business and financial affairs and to report to the court and creditors as specified by the court or, without delay, after ascertaining a material adverse change in the debtor's financial circumstances. * To advise the court, at any time during the proceedings, if the Monitor is of the opinion that it would be more beneficial to the debtor's creditors if the debtor were to be declared bankrupt (in Canada the word "bankruptcy" means a Chapter 7-like liquidation). * On the filing of a Plan, to advise the court and creditors on the reasonableness and fairness of the Plan. * To perform any other function in relation to the debtor that the court directs. As a court officer, the reports of the Monitor (which are unsworn) constitute evidence in the CCAA proceeding. The reports of the Monitor constitute a primary means to disseminate information about the debtor to the court and creditors. The court gives deference to the recommendations of a Monitor contained in such reports. The CCAA also contains certain statutory protections for Monitors. Monitors are not personally liable for matters that arose before their appointment. Their liability in respect of environmental matters is also limited. Monitors are not liable with respect to the contents of their reports if made in good faith and with reasonable care. Duties and Functions of Monitors - Court Ordered Provisions In addition to the duties and functions of the Monitor set out in the CCAA, the model initial order used in the province of Ontario (other provincial model initial orders are similar) contains the following significant additional power: The Monitor is directed and empowered to "advise the Applicant [debtor] in its development of the Plan and any amendments to the Plan." The Schizophrenic Nature of the Monitor's Role In summary, while being required to act neutrally and in an independent manner, the Monitor is required to: * Act as a watchdog monitoring the affairs of the debtor and blowing the whistle if, at any point, there is a material adverse change or bankruptcy would be preferable. * Assist the company in the development of its Plan. * Advise the court on the reasonableness and fairness of that Plan! It would seem to be impossible to carryout this seemingly contradictory mandate in a neutral and independent manner. However, the firms that regularly act as Monitors in Canada (less than 10) are very experienced and skilled in carrying out their role. Typically, with respect to any step in the restructuring, the Monitor will work with the debtor to reach consensus. If consensus is achieved, the Monitor works with the debtor in disseminating information to relevant stakeholders and building a consensus amongst the stakeholder groups. If a sufficient consensus is achieved, the Monitor recommends a particular step to the court. On the surface it appears that most matters proceed on consent in Canada; however, the consent often is the result of the mediation of positions facilitated by the Monitor. If a sufficient consensus is achieved and the support of the Monitor is expressed it is very difficult (but not impossible) to successfully oppose the step being taken by the debtor. Unsecured Creditor Committees in Canada There is no requirement to constitute a committee of unsecured creditors in Canada, and such committees are not common. Canadian courts will, in their discretion, appoint representative counsel (and sometimes also financial advisors) to represent the interests of vulnerable constituencies, such as retirees or employees, and require the debtor to bear the costs. The courts also recognize ad hoc committees of creditors such as noteholders and bondholders - but rarely require the debtor to fund such committees. As a result of the most recent amendments, the CCAA contains an express provision allowing the court to appoint committees of creditors and, in appropriate circumstances, to secure payment of the fees of advisors from the assets of the debtor. This provision is merely a codification of past practice and it is doubtful that it will become common practice to appoint committees of unsecured creditors or to provide for funding such committees. It is the understanding of the authors, viewed through a Canadian lens, that a primary function of unsecured creditor committees under Chapter 11 is to challenge and question steps in the proceeding being proposed by the debtor. There are broad powers of deposition and information gathering at the disposal of the committees. The vigilance of the unsecured creditors committee acts as a check and balance to the manoeuvring of the debtor and, in some cases, drives value to the unsecured creditor constituency. Thus, functionally, it can be said that the role of a Monitor and an unsecured creditors committee is similar. They are both means used to police the debtor. A functional distinction between the two is that the Monitor is required to be neutral and reasonable while unsecured creditor committees are expected to take aggressive positions on behalf of the unsecured constituency of creditors. Possible Concerns with Respect to the Role of the Monitor Canadian insolvency practitioners are proud of the CCAA restructuring process. We regard our system as flexible, reasonably expeditious and significantly less expensive than Chapter 11 proceedings. In the authors' view these qualities arise, in large part, from the role of the Monitor and the absence of aggressive unsecured creditor committees. One can question whether the Canadian process trades speed and cost off against recovery to unsecured creditors. The following are issues and concerns that American clients have raised with respect to the role of the Monitor. -- Independence -- There are two concerns in this regard. The first relates to the small number of Canadian restructuring professionals and the second relates to the role of the Monitor. There are only about 10 firms that act as Monitors in any material restructuring. Similarly, there is a relatively small amount of law firms with sophisticated restructuring practices. These law firms are stakeholder agnostic: they will act for debtors, court officers and creditors in different proceedings. It is not uncommon for a law firm to be acting for the Monitor in one proceeding and act for a creditor in another proceeding where the same firm is the Monitor. This would not be countenanced in a Chapter 11 proceeding but is a reality given the size of the Canadian marketplace. The second concern arises from the role of the Monitor. From a perception standpoint it is difficult for unsecured creditors to accept that the Monitor can work with the debtor in developing a Plan and then be required to express an objective recommendation to the court with respect to the Plan -- or, worse, recommend that the proceedings be terminated. -- Dissemination of information -- A lot of the information provided during a restructuring proceeding is provided through Monitor reports. These reports are generally neutral ones taking reasonable positions. It is difficult to cross-examine a Monitor on a report and it is uncommon to have deposition rights with respect to the debtor. Given the perception problem arising from the Monitor working with the debtor in developing a Plan, it is sometimes difficult for American clients to accept that they are getting adequate access to all the information necessary to advance a position. They are concerned that the Monitor is not a font but, rather, a filter of information. In the absence of mandatory, funded unsecured creditors committees who is the champion of unsecured creditors in Canada? Who is fighting, in an organized and united way, to squeeze value out for unsecured creditors? It is not the Monitor. The Monitor is mandated to be neutral and reasonable. Conclusion It is not clear to the authors whether one system is better than the other. Sacrificing maximization of unsecured creditors' returns (if that in fact occurs in Canada) for speed and cost savings may be a superior result to society than the alternative. That is a matter for professors and legislators to study. The purpose of this article simply is to explain the Canadian system to American insolvency practitioners and to point out some concerns. The Canadian process remains flexible and fluid. If problems or abuses are observed with respect to the role of the Monitor or the need for an unsecured creditors committee, those concerns can be addressed on an ad hoc basis, or through the organic evolution of the roles of Monitors and unsecured creditors committees in Canada. * * * Aubrey Kauffman, Esq., and Stuart Brotman, Esq., are partners in the insolvency practice of Fasken Martineau in Toronto. Mr. Kauffman and Mr. Brotman both have considerable experience in cross-border bankruptcies and corporate reorganizations. They can be reached at akauffman@fasken.com and sbrotman@fasken.com * Joel Mostron Joins Alvarez & Marsal's Real Estate Group --------------------------------------------------------- Joel Mostrom has joined Alvarez & Marsal's Real Estate Advisory Services practice as a senior director. He is based in Atlanta. Alvarez & Marsal continues to expand its Real Estate Advisory Services practice to serve clients both domestically and abroad. Recently, the firm added Scott Morey as the London-based head of A&M's European real estate practice and Klaus Kretschmann joined the firm as the national practice leader for Receivership Services / Distressed Real Estate based in New York. With more than 20 years of real estate industry experience, Mr. Mostrom has an extensive background developing strategic business plans, operating budgets and restructuring plans, arranging all levels of public and private financing, and negotiating acquisitions, divestitures and joint ventures. Prior to joining A&M's Real Estate Advisory Services Practice, Mr. Mostrom was a senior director with A&M's Private Equity Services Operations Group in New York City where he served as interim CFO for a number of companies acquired by private equity firms. "Commercial real estate investors will face mounting challenges as billions of dollars of debt come due over the next few years," said Michael Camp, global head of Alvarez & Marsal's Real Estate Advisory Services Practice. "Joel's financial and operational real estate expertise coupled with his private equity experience makes him a valuable addition to our growing team." Prior to joining A&M, Mr. Mostrom was executive vice president and chief financial officer of Chesapeake Corporation, a publicly traded international supplier of packaging products, where he was responsible for treasury, accounting, financial planning and analysis, SEC and management reporting, investor relations, information technology and risk management. He also gained significant experience raising both public and private debt and equity throughout the U.S. and Europe. Prior to his role as CFO, Mr. Mostrom was president of Chesapeake's real estate subsidiaries that managed and developed approximately 45,000 acres of land and approximately three million square feet of company owned and leased commercial property. Earlier in his career, Mr. Mostrom served as chief financial officer, and most recently, president of Curtis F. Peterson Inc., a private real estate developer that builds homes and office buildings in the Washington, D.C. metropolitan area. Mr. Mostrom earned a bachelor's degree in accounting from the University of Maryland and is a certified public accountant (CPA). About Alvarez & Marsal Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a professional services firm, specializing in performance improvement, turnaround management and business advisory services. Its clients range from global enterprises to middle market companies that are both publicly held or privately owned, as well as large and mid-cap private equity firms, corporate management and boards of directors. About Alvarez & Marsal Real Estate Advisory Services Alvarez & Marsal Real Estate Advisory Services, LLC -- http://www.alvarezandmarsal.com/en/industries/real-estate/-- advises owners, investors, lenders and users of real estate throughout the real estate lifecycle, enabling clients to combat current economic related challenges as well as position them for future success. Services range from pre-acquisition due diligence and transaction advisory to receiverships, loan workouts and exit strategies, including real estate asset management, which it is currently providing to Lehman Brothers, among many other entities. * U.S. Attorney Appointed to Bankruptcy Bench --------------------------------------------- Assistant U.S. Attorney Sean H. Lane has been appointed to the bench at the U.S. Bankruptcy Court for the Southern District of New York, marking the first new judge for the court in recent years to come from a government role rather than a major law firm, according to Bankruptcy Law360. The U.S. Court of Appeals for the Second Circuit, which is responsible for appointing bankruptcy judges within the circuit, announced its selection of Lane on Friday, Law360 says. * Large Companies With Insolvent Balance Sheets ----------------------------------------------- Total Total Share- Total Working Holders' Assets Capital Equity Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ ------- -------- AUTOZONE INC AZO US 5,452.8 (293.1) (462.0) LORILLARD INC LO US 3,140.0 1,654.0 (54.0) DUN & BRADSTREET DNB US 1,632.5 (475.7) (783.9) MEAD JOHNSON MJN US 2,032.0 357.5 (509.3) BOARDWALK REAL E BEI-U CN 2,364.5 - (64.6) NAVISTAR INTL NAV US 8,940.0 1,251.0 (1,198.0) TAUBMAN CENTERS TCO US 2,560.9 - (510.5) BOARDWALK REAL E BOWFF US 2,364.5 - (64.6) CHOICE HOTELS CHH US 390.2 (291.4) (97.0) WEIGHT WATCHERS WTW US 1,090.1 (344.4) (693.5) SUN COMMUNITIES SUI US 1,167.4 - (123.0) WR GRACE & CO GRA US 4,053.3 1,257.7 (229.5) CABLEVISION SYS CVC US 7,631.6 3.8 (6,183.6) TENNECO INC TEN US 2,980.0 286.0 (47.0) IPCS INC IPCS US 559.2 72.1 (33.0) UNISYS CORP UIS US 2,714.4 366.1 (1,080.1) MOODY'S CORP MCO US 1,957.7 (134.2) (491.9) UAL CORP UAUA US 20,134.0 (1,590.0) (2,756.0) CABLEVISION SYS CVY GR 7,631.6 3.8 (6,183.6) VECTOR GROUP LTD VGR US 850.0 288.8 (19.6) DISH NETWORK-A DISH US 9,031.0 608.6 (1,580.3) VENOCO INC VQ US 709.1 14.1 (118.6) CHENIERE ENERGY CQP US 1,769.5 37.3 (503.5) HEALTHSOUTH CORP HLS US 1,756.1 112.5 (429.9) NATIONAL CINEMED NCMI US 725.5 90.2 (381.7) PROTECTION ONE PONE US 562.9 (7.6) (61.8) OTELCO INC-IDS OTT-U CN 333.3 25.6 (1.2) OTELCO INC-IDS OTT US 333.3 25.6 (1.2) DISH NETWORK-A EOT GR 9,031.0 608.6 (1,580.3) CARDTRONICS INC CATM US 472.6 (25.3) (2.1) EXPRESS INC EXPR US 718.1 38.4 (81.8) ARVINMERITOR INC ARM US 2,817.0 313.0 (909.0) JUST ENERGY INCO JE-U CN 1,780.6 (470.0) (279.3) DOMINO'S PIZZA DPZ US 418.6 88.0 (1,263.1) THERAVANCE THRX US 232.4 180.2 (126.0) INCYTE CORP INCY US 493.7 340.3 (104.8) REGAL ENTERTAI-A RGC US 2,575.0 (219.7) (283.5) TEAM HEALTH HOLD TMH US 828.2 80.0 (37.8) KNOLOGY INC KNOL US 648.0 48.7 (13.5) BOSTON PIZZA R-U BPF-U CN 110.2 2.3 (117.7) UNITED RENTALS URI US 3,574.0 24.0 (50.0) WORLD COLOR PRES WC CN 2,641.5 479.2 (1,735.9) FORD MOTOR CO F US 183,156.0 (23,512.0) (3,541.0) GRAHAM PACKAGING GRM US 2,096.9 228.4 (612.2) REVLON INC-A REV US 776.3 76.9 (1,011.8) WORLD COLOR PRES WCPSF US 2,641.5 479.2 (1,735.9) LIBBEY INC LBY US 794.2 144.4 (11.7) WORLD COLOR PRES WC/U CN 2,641.5 479.2 (1,735.9) AFC ENTERPRISES AFCE US 114.5 (0.2) (4.0) SUPERMEDIA INC SPMD US 3,261.0 522.0 (22.0) INTERMUNE INC ITMN US 161.4 84.7 (46.5) PETROALGAE INC PALG US 6.1 (8.9) (47.4) COMMERCIAL VEHIC CVGI US 276.9 111.2 (10.4) ALASKA COMM SYS ALSK US 627.4 15.0 (11.3) US AIRWAYS GROUP LCC US 8,131.0 (220.0) (168.0) SALLY BEAUTY HOL SBH US 1,517.1 345.6 (523.9) FORD MOTOR CO F BB 183,156.0 (23,512.0) (3,541.0) AMER AXLE & MFG AXL US 2,027.7 31.7 (520.4) JAZZ PHARMACEUTI JAZZ US 97.3 (24.2) (16.3) CENTENNIAL COMM CYCL US 1,480.9 (52.1) (925.9) BLUEKNIGHT ENERG BKEP US 297.3 (431.2) (149.9) RURAL/METRO CORP RURL US 286.2 38.7 (100.9) HALOZYME THERAPE HALO US 51.5 38.3 (14.1) MORGANS HOTEL GR MHGC US 774.4 50.5 (4.3) LIONS GATE LGF US 1,592.9 (783.4) (1.6) RSC HOLDINGS INC RRR US 2,690.2 (120.0) (33.8) AMR CORP AMR US 25,885.0 (2,015.0) (3,930.0) NPS PHARM INC NPSP US 193.8 129.0 (179.5) CC MEDIA-A CCMO US 17,286.8 1,240.8 (7,209.3) SINCLAIR BROAD-A SBGI US 1,539.8 52.1 (170.4) ACCO BRANDS CORP ABD US 1,064.0 242.5 (125.6) MANNKIND CORP MNKD US 239.6 11.0 (137.7) CENVEO INC CVO US 1,553.4 199.9 (183.8) PALM INC PALM US 1,007.2 141.7 (6.2) QWEST COMMUNICAT Q US 18,959.0 (424.0) (1,241.0) PDL BIOPHARMA IN PDLI US 271.5 (66.5) (434.9) IDENIX PHARM IDIX US 77.2 38.1 (7.3) ARQULE INC ARQL US 118.5 53.9 (4.1) PLAYBOY ENTERP-B PLA US 189.0 (12.4) (27.6) PLAYBOY ENTERP-A PLA/A US 189.0 (12.4) (27.6) VIRGIN MOBILE-A VM US 307.4 (138.3) (244.2) IDCENTRIX INC IDCX US - (0.0) (0.0) GENCORP INC GY US 963.4 140.3 (241.2) CONSUMERS' WATER CWI-U CN 887.2 3.2 (258.0) WARNER MUSIC GRO WMG US 3,655.0 (546.0) (174.0) GLG PARTNERS INC GLG US 400.0 156.9 (285.6) GLG PARTNERS-UTS GLG/U US 400.0 156.9 (285.6) EPICEPT CORP EPCT SS 11.4 3.3 (10.2) ABSOLUTE SOFTWRE ABT CN 124.3 (5.1) (2.6) LIN TV CORP-CL A TVL US 783.5 28.7 (156.5) SANDRIDGE ENERGY SD US 3,128.7 (109.4) (118.5) EASTMAN KODAK EK US 6,791.0 1,423.0 (208.0) HOVNANIAN ENT-A HOV US 2,029.1 1,358.9 (137.0) STEREOTAXIS INC STXS US 50.9 (0.2) (0.8) GREAT ATLA & PAC GAP US 2,677.1 (51.0) (524.0) EXELIXIS INC EXEL US 419.7 12.8 (214.7) MAGMA DESIGN AUT LAVA US 74.6 9.6 (6.1) ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2010. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***