/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100921.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, September 21, 2010, Vol. 14, No. 262 Headlines 18 MILL: Voluntary Chapter 11 Case Summary 5600 LTB: Case Summary & 3 Largest Unsecured Creditors ABITIBIBOWATER INC: Judge Carey OKs Canadian Settlement ABITIBIBOWATER INC: Launches $750MM Notes in Private Offering ABITIBIBOWATER INC: Plan Exclusivity Extended to Dec. 16 ABITIBIBOWATER INC: Various Parties Object to Plan AFFINITY GROUP: Pays $3.4 Million Cash Interest to Noteholders ALMATIS B.V.: Creditors Vote to Accept Chapter 11 Plan ALMATIS B.V.: Lenders File Accounting of Professional Fees AMERICAN MEDIA: Distressed Debt Exchange Offer Expires AMR CORP: FMR, Fidelity Report 9.067% Stake AMRO-ASIAN TRADE: Case Summary & 12 Largest Unsecured Creditors AMT (USA) INC: Redhawk to Buyout 2.25% NSR ARMSTRONG WORLD: Moody's Affirms 'Ba2' Corporate Family Rating ARVINMERITOR INC: Plans to Invest $42 Million in Europe AZALEA PERAL: Case Summary & 20 Largest Unsecured Creditors BEACON POWER: Initiates NASDAQ Appeal Process BERNARD MADOFF: Funds Accuse Merkin of Funneling Assets BESM CYPRESS: Case Summary & 4 Largest Unsecured Creditors BOBBY TAYLOR, JR: Voluntary Chapter 11 Case Summary BRIGHAM EXPLORATION: Prices $300 Million Senior Note Offering C-B BEVERAGE: Case Summary & 20 Largest Unsecured Creditors CAPMARK FIN'L: Protech Holdings Files Schedules & Statement CAPMARK FIN'L: Wins Dec. 31 Plan Filing Exclusivity Extension CAPMARK FIN'L: Wins Nod to Restructure LIHTC Transactions CAPMARK FIN'L: Court Sets October 25 Claims Bar Date CASCADE BANCORP: Amends Securities Purchase Deal with Lightyear CHARTER COMMS: To Raise $1-Bil. in Senior Notes Offering CITIGROUP INC: Student Loan Breakup Won't Move Fitch's Rating CLAIM JUMPER: Proposes to Conduct Black Canyon-Led Auction CLAIM JUMPER: Gets Interim Okay to Use Cash Collateral CORNERSTONE E & P: Legal Fees Awarded Under Okla. Lien Law COYOTES HOCKEY: Hulsizer, Prospective Buyer, Deposits $25 Million CRYOPORT INC: Names Bartholomew as Chief Commercialization Officer DEAN JOHNSON: Case Summary & 4 Largest Unsecured Creditors DEER RUN: Voluntary Chapter 11 Case Summary DENNY'S CORP: COO Robert Rodriguez Acquires 250,000 RSUs DILLARD LAND: Section 341(a) Meeting Scheduled for Oct. 14 DISCOVER FINANCIAL: Student Loan Breakup Won't Move Fitch's Rating EAST BAY: Section 341(a) Meeting Scheduled for Oct. 4 ELITE PHARMACEUTICALS: Inks License Agreement with Precision Dose EMISPHERE TECHNOLOGIES: Registers 8.1-Mil. Shares for Resale FILENCIO GARAY: Case Summary & 11 Largest Unsecured Creditors FRED FOX: Fox Co. Employee Claims Must Be Filed by Oct. 15 FUN VALLEY: Case Summary & 7 Largest Unsecured Creditors GAMETECH INT'L: Lenders Extend Forbearance until October 31 GENERAL GROWTH: Reaches Agreement With Heirs of Howard Hughes GENERAL MOTORS: China's SAIC May Participate in IPO GIBBS PATRICK: Case Summary & 20 Largest Unsecured Creditors GRACEWAY PHARMACEUTICALS: S&P Cuts Corp. Credit Rating to 'SD' GRAHAM PACKAGING: To Issue $250MM Notes to Buy Liquid Container HALO COMPANIES: Posts $675,800 Net Loss in June 30 Quarter HAMPTON ROADS: Sets Sept. 29 Record Date for Rights Offering HANA BIOSCIENCES: Posts $6.3 Million Net Loss in June 30 Quarter HARVEST OPERATIONS: Moody's Puts 'Ba1' Rating on $500 Mil. Notes HEALTHSOUTH CORP: Fidelity, FMR Report 9.535% Stake HENRY WILTON: Case Summary & 20 Largest Unsecured Creditors HERITAGE FARMS: Case Summary & 2 Largest Unsecured Creditors HUNTINGTON PROPERTIES: Case Summary & Largest Unsecured Creditor IDEARC INC: Creditors Sue Verizon Over 2006 Spinoff IMAGE METRICS: Posts $2.4 Million Net Loss in June 30 Quarter INFOLOGIX INC: Advances $500,000 from Hercules Revolver IRVINE SENSORS: VP Justice Acquires 138,461 Shares ISLAND ONE: Section 341(a) Meeting Scheduled for Oct. 18 ISLAND ONE: Files Consolidated List of 20 Largest Unsec. Creditors ISLAND ONE: Gets Court's Interim Nod to Use Cash Collateral J & R DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors JAMES DUMMIT: Case Summary & 14 Largest Unsecured Creditors JDG INVESTMENTS: Cash Collateral Hearing Set for September 29 KC ESTATES: Voluntary Chapter 11 Case Summary KERYX BIOPHARMA: Posts $5.2 Million Net Loss in June 30 Quarter LAFAYETTE UNION: Section 341(a) Meeting Scheduled for Oct. 1 LAFAYETTE UNION: Wants to Hire David Rosenthal as Bankr. Counsel LEONARD ROSS: Selling Beverly Hills Mansion for $95 Million LERNOUT & HAUSPIE: Belgian Court Finds Founders Guilty of Fraud LES MAISONS: Case Summary & 8 Largest Unsecured Creditors LIQUIDMETAL TECHNOLOGIES: Officers & Directors Report Stake LJVH HOLDINGS: Green Mountain Deal Won't Move Moody's Ratings LORETTA MUNTZ-SEEBY: Case Summary & 20 Largest Unsecured Creditors MAJESTIC STAR: Seeks Plan Filing Exclusivity Until Jan. 15 MARINA BIOTECH: Posts $4.1 Million Net Loss in June 30 Quarter METALS USA: Reaches New Employment Deal with President & CEO METALS USA: Tempus Quo Capital Reports 6.5% Equity Stake MIDWEST THEATRES: Files for Chapter 11 to Avert Foreclosure NORTH GENERAL: Windels Marx Bills $660,000 for 7-Week Work NORTHEAST MECHANICAL: Case Summary & Creditors List NPS PHARMACEUTICALS: Taps Underwriters for Public Offering OCEAN PARK: Wants Plan Filing Exclusivity Until November 2 OSAGE EXPLORATION: Director Larry Ray Acquires 1-Mil. Shares PRICE GROUP: Case Summary & 5 Largest Unsecured Creditors PRIME STEAKHOUSE: Auction Canceled, Bank Gets $1.2 Mil. Judgment PROQUEST LLC: S&P Retains 'B' Rating on Senior Unsec. Notes QUEENS PLAZA: Files Schedules of Assets & Liabilities QUEENS PLAZA: Section 341(a) Meeting Scheduled for Oct. 8 RADIO ONE: Exchange Offer Extended Until Month's End RAINBOW SUNSET: Lender Wants Property Kept in Receiver's Hold REDDY ICE: Admin. Officer Wallander Acquires 8,000 Shares ROBERT MISTRETTA: Voluntary Chapter 11 Case Summary SABRAM ESTATES: Case Summary & 2 Largest Unsecured Creditors SAINT VINCENTS: Kramer Levin's Legal Bills Reach $3.5MM SE10 W & L: Case Summary & 6 Largest Unsecured Creditors SELIM AMERICA: Cash Collateral Hearing Set for September 23 SELIM AMERICA: Howard Ehrenberg Appointed as Chapter 11 Trustee SIRIUS XM: Registers 2.75MM Shares Under 401(k) Savings Plan SKYLIMIT APPAREL: Case Summary & 20 Largest Unsecured Creditors SLM CORPORATION: Student Loan Breakup Won't Move Fitch's Rating SOUTH BAY: Lenders OK Cash Collateral Use Until Jan. 31 SOUTH BAY: Objects to Otay River Plea to Go After Insurers SOUTH BAY: Says No Double Dipping on Bonus Program SOUTHWESTERN ENERGY: Moody's Upgrades Corp. Family Rating to 'Ba1' SPARTA COMMERCIAL: Recurring Losses Prompt Going Concern Doubt SPECIALTY PRODUCTS: Taps Blackstone Advisory as Financial Advisor STATES INDUSTRIES: Proposes Renwood-Led Auction for All Assets STATION CASINOS: Administrative Claims Due December 21 STATION CASINOS: Files Reorganization Plan Summary With SEC STATION CASINOS: U.S. Trustee Amends Committee Appointment STEWART COMMERCIAL: Case Summary & 11 Largest Unsecured Creditors STINSON, INC.: Case Summary & 5 Largest Unsecured Creditors SUK HEE SUH: Chapter 11 Trustee Taps Winthrop Couchot as Counsel SUK HEE SUH: Richard Laski Named as Ch. 11 Trustee in Unit's Case SUSAN WOLF: Case Summary & 14 Largest Unsecured Creditors SWB WACO: Gets Court's Interim Nod to Use Cash Collateral SWB WACO: Taps Porter & Hedges as Bankruptcy Counsel SYNAGRO TECHNOLOGIES: S&P Affirms 'CCC+' Corporate Credit Rating SYNCHRONOUS AEROSPACE: Moody's Affirms 'Caa1' Default Rating THETA INVESTMENTS: Case Summary & 2 Largest Unsecured Creditors THIS LITTLE PIGGY: Case Summary & 20 Largest Unsecured Creditors TRIAD GUARANTY: Adopts Tax Benefits Preservation Plan TRIBUNE CO: Aurelius Capital Asks for Chapter 11 Trustee TRIBUNE CO: Committee Wants Right to Sue Directors, Shareholders TRIBUNE CO: Missouri Revenue Department Objects to Plan TRICO MARINE: Creditors Object to $35 Million DIP Loan ULTIMATE ESCAPES: Files for Bankruptcy Protection ULTIMATE ESCAPES: Case Summary & 20 Largest Unsecured Creditors UNISYS CORP: Putnam Funds Report 10.2% Equity Stake VENTAS INC: Fitch Affirms Preferred Stock Rating at 'BB+' VIVAKOR INC: Amends June 30 Quarterly Report, Posts $530,900 Loss WALTER KABAT: Voluntary Chapter 11 Case Summary * S&P's Global Corporate Defaults Now 54 After 1 Fell Last Week * Large Companies With Insolvent Balance Sheets ********* 18 MILL: Voluntary Chapter 11 Case Summary ------------------------------------------ Debtor: 18 Mill Street, Inc. 18 Mill Street Southbridge, MA 01550 Bankruptcy Case No.: 10-44606 Chapter 11 Petition Date: September 16, 2010 Court: United States Bankruptcy Court District of Massachusetts (Worcester) Judge: Melvin S. Hoffman Debtor's Counsel: James P. Ehrhard, Esq. EHRHARD & ASSOCIATES, P.C. 418 Main Street, 4th Floor Worcester, MA 01608 Tel: (508) 791-8411 E-mail: ehrhard@ehrhardlaw.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 Ralph Loconto, president. 5600 LTB: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------ Debtor: 5600 LTB, LLC 5412 S. Blackstone Chicago, IL 60615 Bankruptcy Case No.: 10-41548 Chapter 11 Petition Date: September 16, 2010 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: A. Benjamin Goldgar Debtor's Counsel: Dennise L. McCann, Esq. ANDERSON & ASSOCIATES PC 400 S County Farm Road, Suite 120 Wheaton, IL 60187 Tel: (630) 653-9400 Fax: (630) 653-9450 E-mail: dmccann@andersonandassociatespc.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb10-41548.pdf The petition was signed by Tyra Taylor, managing member. ABITIBIBOWATER INC: Judge Carey OKs Canadian Settlement ------------------------------------------------------- U.S. Bankruptcy Judge Kevin Carey has given AbitibiBowater Inc. and its units permission to enter into a settlement agreement with the Government of Canada for the resolution of about C$500 million in claims the Debtors asserted against Canada under the North American Free Trade Agreement. Under the deal, the Canadian Government will make a C$130 million settlement payment to the Debtors for the expropriation of certain of Abitibi-Consolidated Company in the Province of Newfoundland and Labrador and the cancellation of certain water and timber rights. As previously reported, the Canadian Court presiding over the proceedings of the Canadian Debtors under the Companies' Creditors Arrangement Act approved the NAFTA Settlement on September 1, 2010. Before the Bankruptcy Court entered its ruling, Peter I. Shah asserted that the Debtors have a valid legal claim against the Canadian Government and that the Company has a strong case to get a much higher award that the agreed C$130 million in the current settlement. In this light, Mr. Shah argued that the current management is doing an injustice to the Debtors and the Debtors' creditors by failing to protect their rights and estates. "[The Debtors are] selling themselves short by agreeing to the proposed settlement," he said. In a separate filing, Luther D. Abel said the proposed settlement does not begin to compensate the Debtors for the property taken by the Canadian Government. Messrs. Shah and Abel are holders of common stock of AbitibiBowater Inc. In response to the objections, the Debtors emphasized that the value of the NAFTA Settlement arises not only from the monetary sum to be received, but also from the costs that will be saved and the fact that payment will be made now rather than upon the rendering of an arbitral award two or four years from now. The Debtors averred that the Settlement will save them from time- consuming, complex and fact-intensive, and a costly litigation. The Debtors further believe that the cash sum is fair and reasonable given the facts and circumstances of the dispute. In addition, Alice Minville, Esq., corporate counsel of the Debtors, told the Court that a successful outcome though arbitration procedures mandated by NAFTA is a significant undertaking, of lengthy duration and entailing considerable risk. The Debtors would be required to establish damages arising under the Act. In contrast, she points out, the NAFTA Settlement provides the Debtors with a definitive significant cash at a time where funds might be used as an alternative source of cash to fund the Debtors' emergence needs. 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: Launches $750MM Notes in Private Offering ------------------------------------------------------------- AbitibiBowater Inc. announced the commencement of a private offering of $750,000,000 of Senior Secured Notes due 2018. The Offering is a component of AbitibiBowater's previously announced plans of reorganization and emergence from creditor protection in the U.S. and Canada. The Notes will be senior secured obligations of AbitibiBowater, and will be guaranteed by AbitibiBowater's existing and future wholly-owned material U.S. subsidiaries. The Notes have not been and will not be registered under the Securities Act or any state securities laws. Further, the Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements and, therefore, will be subject to substantial restrictions on transfer. The Offering is being made only to qualified institutional buyers inside the United States and to certain non-U.S. investors located outside the United States. * * * Moody's Investors Service assigned a provisional (P)B1 rating to AbitibiBowater Inc's (ABI) proposed $750 million senior secured note offering. Moody's also assigned ABI provisional (P)B1 corporate family(CFR) and probability of default (PDR) ratings, as well as a speculative grade liquidity rating of SGL-1. The outlook for the long-term ratings is stable. 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: Plan Exclusivity Extended to Dec. 16 -------------------------------------------------------- Judge Kevin Carey of the U.S. Bankruptcy Court for the District of Delaware extended the exclusive periods of AbitibiBowater Inc. and its units, including Debtor ABH LLC 1's and ABH Holding Company LLC's, to file a Chapter 11 plan through October 16, 2010. Similarly, the Debtors' exclusive period for the solicitation of votes for that plan is extended through December 16, 2010. ABH LLC 1 and ABH Holding Company are referred to as the Special Purpose Vehicle Debtors. They commenced their Chapter 11 cases on December 21, 2009, and are jointly administered with the Original Debtors that filed for bankruptcy protection in April 2009. The Court's recent ruling on the Exclusivity extension is without prejudice to the rights of the SPV Debtors to seek further extensions of the Exclusivity Periods. Before the Court entered its ruling, the Debtors filed a reply to the objection lodged by Noteholders Aurelius Capital Management LP and Contrarian Capital Management LLC. Representing the Debtors, Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, contended that none of the Noteholders' objections warrant denial of an exclusivity extension for these reasons: * The Objecting Noteholders are trying to disguise a claims resolution dispute as a basis for prematurely terminating the Exclusive Periods. The Noteholders have asserted that failure to allow a Bowater Canada Finance Corp. Contribution Claim and a Bowater Canada Holdings Incorporated Interest Claim presents a fatal defect to the Plan. * The Objecting Noteholders are only one constituency in the Debtors' cases and the Debtors should not be forced to capitulate to the demands of one party to the detriment of the overall plan process. * The Objecting Noteholders are trying to hold the Debtors hostage by threatening to vote against a Plan that inures to the benefit of all creditors and stakeholders -- including the creditors of BCFC -- thereby trying to force a liquidation of a single debtor based on unsupported assertion that doing so will increase recoveries to BCFC creditors. Moreover, the Debtors believe that the issues presented by BCFC are best addressed in the context of the confirmation of the Debtors' Joint Chapter 11 Plan. The Debtors maintained that the extension of the Exclusive Plan Filing Period will provide them with an opportunity to (i) negotiate settlements of any Plan objections; (ii) conclude the confirmation hearing; (iii) respond to any mechanical changes to the Plan that may be necessary; (iv) submit a final form of the confirmation order approving the Plan; and (v) make necessary changes to the Plan in the event the Court finds it cannot be confirmed in its present form. 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: Various Parties Object to Plan -------------------------------------------------- Key parties-in-interest have filed objections to the Chapter 11 plan of AbitibiBowater Inc. and its units. The objectors include the U.S. Trustee, noteholders, equityholders and taxing authorities. Roberta A. DeAngelis, the U.S. Trustee for the District of Delaware, opposes confirmation of the Debtors' Chapter 11 Plan on these bases: (a) The releases and exculpation provisions under the Plan are overbroad in that those provisions grant full releases for certain parties that had no connection, nor provided any contribution to the Debtors' cases. (b) Certain of the claims voting procedures as reflected in Article III of the Plan are improper. In particular, the U.S. Trustee objects to a provision of the Plan that provides for a deemed acceptance of a Class of Claims or Interests if there are no votes to accept the Plan in that class. (c) Section 7.3 of the Plan is impermissible in allowing the Debtors to unilaterally waive most of the conditions to confirmation and effective date of the Plan, including the payment of statutory fees payable to the U.S. Trustee. (d) The Plan does not contain enough information to determine if the Restructuring Recognition Award set out in section 6.8(c) is proper and appropriate. The U.S. Trustee notes that the Debtors give a very general description of these awards, which aggregate $6 million and are purported to be cash awards for selected members of management for their contribution to a successful reorganization of the Debtors. Noteholders Aurelius Capital Management, LP, and Contrarian Capital Management, LLC, complain that the Debtors' Plan is simply one more attempt by the Debtors to strip value from Bowater Canada Finance Corporation and its creditors. The board of directors and officers of BCFC have been willing participants in the process, the Noteholders allege. The Noteholders aver that through their managed fund entities, they hold in excess of one third of the $600 million in unsecured notes issued by BCFC in 2001. The BCFC Notes are guaranteed by Bowater Inc. and will mature in November 2011. Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, in Wilmington, Delaware, notes that BCFC was formed as an unlimited company for the purpose of engaging in tax-advantaged financing of the Canadian operations of Bowater Inc. It has no employees or independent business operations. BCFC's only material assets are claims against other Debtors, the BCFC Board and its officers, Mr. Meloro cites. Mr. Meloro argues that the Plan cannot be confirmed as to BCFC because the only impaired voting class of BCFC creditors has voted to reject the Plan and thus, BCFC has failed to satisfy the voting requirements for plan confirmation set forth in Section 1129(a)(8) and (a)(10) of the Bankruptcy Code. BCFC and Bowater Inc., as plan proponents, bear the burden of proving that the Joint Chapter 11 Plan filed by the Debtors satisfies each of the requirements of Section 1129 of the Bankruptcy Code, Wilmington Trust Company asserts. Wilmington Trust is the sole successor indenture trustee for the 7.95% Notes due 2011 issued by BCFC pursuant to an indenture dated as of October 31, 2001. The Notes were guaranteed by Bowater Inc. Wilmington Trust argues that the BCFC Plan and the Bowater Plan fail to satisfy multiple requirements of Section 1129 and thus, would severely prejudice the interests of the 7.95% Noteholders. Certain equity shareholders of the Debtors that formed an ad hoc equity committee in March 2010 oppose the confirmation of the Debtors' Plan. On behalf of the Ad Hoc Equity Committee, Dr. Henry A. Romero and Elizabeth L. Romero note that their group currently holds about 27% of outstanding shares in the Debtors. Many members of the Ad Hoc Equity Committee, the Romeros state, were current and former employees of the Debtors and their shares are tied up in retirement and pension funds of the CEP Union. The Equity Shareholders complain that: -- The Debtors have undervalued or failed to value multiple assets. The Debtors note that certain Canadian timberland assets are not included in the Disclosure Statement; -- The Debtors are withholding recoveries until after the Plan confirmation to avoid distribution. These recoveries include a $130 million settlement on expropriated assets with the provinces of Newfoundland and Labrador; some $108 million in claims from the unions; and an agreement with the Quebec governments regarding pension funding liabilities; -- The Debtors' subsidiaries have not been properly valued; and -- The Debtors' management has put forward the Plan without concern for the fundamental fairness of the bankruptcy process nor a concern for their fiduciary duties to the shareholders. Certain taxing authorities made known to the Court their objections to a confirmation of the Debtors' Second Amended Plan of Reorganization. The Taxing Authorities complain that the Plan: -- proposes to eliminate claimholders' setoff rights by deeming that each creditor receiving distributions under the proposed Plan to have consented to the injunctions under the Plan; -- proposes the payment of priority tax claims on an annual basis; -- disallows any interest on claims payment and further, fails to include language with regard to the interest rate to be paid should payment of tax claims be deferred; and -- fails to provide for a remedy in the event of a default in plan payments. BASF Corporation and its affiliates oppose confirmation of the Debtors' Plan to the extent that it fails to adequately identify the so-called causes of action and seek to eliminate BASF's rights of setoff, recoupment or similar rights with respect to any causes of action retained by the Reorganized Debtors. BASF objects to the Plan to the extent it seeks to preserve undisclosed litigation claims. 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). AFFINITY GROUP: Pays $3.4 Million Cash Interest to Noteholders -------------------------------------------------------------- Affinity Group Inc. paid $3.4 million in cash interest payable to institutional holders holding an aggregate of $61.8 million of its 10-7/8% senior notes due 2012 within the "grace" period consented to by such holders for payment of the interest that was due on the Company Notes on August 15, 2010. The Company also paid the indenture trustee interest of $15,000 for the holders of the AGHI Notes that had not been identified to AGHI. The remaining holders of the AGHI Notes extended the payment date for the interest due on August 15, 2010 to February 15, 2011. AGHI's parent, AGI Intermediate Holdco, LLC, made capital contributions to AGHI in the amount needed to pay such cash interest and has advised AGHI that it has made arrangements to fund necessary cash interest on the next interest payment date under the AGHI Notes, February 15, 2011. About Affinity Group Ventura, Calif.-based Affinity Group Holding, Inc. is a holding company and the direct parent of Affinity Group, Inc. ("AGI"). The Company is an an indirect wholly-owned subsidiary of AGI Holding Corp ("AGHC"), a privately-owned corporation. The Company is a a member-based direct marketing organization targeting North American recreational vehicle ("RV") owners and outdoor enthusiasts. The Company's club members form a receptive audience to which the Company sells products, services, merchandise and publications targeted to their specific recreational interests. In addition, the Company is a specialty retailer of RV-related products. The Company operates through three principal lines of business, consisting of (i) club memberships and related products and services, (ii) subscription magazines and other publications including directories, and (iii) specialty merchandise sold primarily through its 78 Camping World retail stores, mail order catalogs and the Internet. * * * According to the Troubled Company Reporter on April 27, 2010, Moody's Investors Service concluded its review of Affinity Group Holdings Inc., confirmed its 'Caa2' corporate family rating and assigned B1 ratings to its subsidiary, Affinity Group Inc.'s new secured term loan. The new debt along with an unrated $22 million revolver refinances the previous secured debt at Affinity Group Inc. The ratings outlook is stable. This concludes the review of ratings for possible downgrade that was initiated on August 25, 2009. Standard & Poor's Ratings Services said it assigned its 'B-' issue-level rating (two notches above the corporate credit rating on parent Affinity Group Holding Inc.) to Affinity Group Inc.'s $144.3 million senior secured term loan due 2015. The recovery rating is '1,' indicating S&P's expectations of very high (90%- 100%) recovery in the event of a payment default. ALMATIS B.V.: Creditors Vote to Accept Chapter 11 Plan ------------------------------------------------------ Almatis B.V. and its affiliated debtors are now a step closer to emerging from bankruptcy protection after getting a majority of votes in favor of their restructuring plan filed in the U.S. Bankruptcy Court for the Southern District of New York. Results on the plan voting released by Epiq Bankruptcy Solutions LLC, the Debtors' noticing and claims agent, show that 100% of creditors in Classes 3(c) to Class 8(m) voted to accept the Debtors' First Amended Joint Plan of Reorganization. A copy of the document detailing the summary results is available for free at http://bankrupt.com/misc/Almatis_VotingResults.pdf A report of all votes included in the tabulation is available for free at http://bankrupt.com/misc/Almatis_VotesTabulated.pdf A report of all votes not included in the tabulation and the reasons for their exclusion is available for free at: http://bankrupt.com/misc/Almatis_VotesExcluded.pdf Almatis' lawyer, Michael Rosenthal, Esq., at Gibson Dunn & Crutcher LLP, in New York, asserted that the Plan satisfies the requirements for confirmation under Section 1129 of the Bankruptcy Code. Mr. Rosenthal said the Plan has been accepted by the impaired creditors that voted on the Plan, who represent more than 90% in both number and amount of all creditors in each class entitled to vote. He also pointed out that the Plan "is not the subject of any credible objection." The Debtors do not believe that Jonathan Lee Riches and those who signed an objection filing in the Court are "parties-in-interest" in their bankruptcy cases. A group of creditors led by Mr. Riches earlier filed an objection to block the confirmation of the Plan. The objection is also noted to signed by Mario Alvarado, Michelle Breeding, Angela Eckholdt, Mitchell Robinson, Ralph Rogers, Ann Simpson, Gregory John Simpson, Mary Simpson and Patrick James Simpson. The Objectors delivered a letter to the U.S. Bankruptcy Court for the Southern District of New York, asserting that they will oppose confirmation until they have had analyzed and read the details of the Plan. The Objectors also sought Court approval to intervene in the bankruptcy case of Almatis. Mr. Riches is reportedly an inmate in federal prison and a man identified by the Guinness Book of World Records as the most litigious man in the world, according to the Debtors' counsel. Almatis B.V. Chief Executive Officer Remco de Jong and Jared Dermont, managing director of Moelis & Company LLC, filed declarations with the Court in support of confirmation of the Plan. Almatis Refiles Amended Plan In a related development, Almatis filed with the Court its Amended Plan dated September 16, 2010, containing technical modifications as well as minor changes on the terms of the plan. Under the Amended Plan, Almatis added a new provision, which calls for the release of all collateral held as security for the claims of the senior lenders, second lien lenders, mezzanine and junior mezzanine lenders. The Plan also provides that the senior secured noteholders will receive depository receipts issued by two Dutch trust foundations that will be formed to hold the 15% paid-in-kind senior or junior preference shares issued by Almatis Topco 1 for the benefit of the senior secured noteholders, the DIC investor and holders of mezzanine and junior mezzanine claims. The senior secured noteholders will also receive senior paid-in- kind, unsecured notes issued by Almatis Topco 2 as well as the ordinary shares in Almatis Topco 1 in an amount to the so-called "SNN share allocation." The senior secured noteholders include GoldenTree Asset Management LP, Sankaty Credit Opportunities IV LP, GSO Capital Partners LP and the funds managed or advised by GSO Capital Partners LP or its affiliates. The Plan also named The Bank of New York Mellon as the disbursing agent under an agreement among Almatis B.V., Almatis Inc., Almatis GmbH, Almatis Topco 1, Almatis Topco 2, and several other parties. None of the technical modifications materially and adversely impact the terms of the Plan including the classification and treatment of claims, Almatis CEO Remco de Jong avers. The technical modifications are clarifying in nature and are acceptable to the "requisite junior lenders" and Dubai International Capital LLC, Mr. Rosenthal, the Debtors' counsel, elaborates. A full-text copy of the Sept. 16 Almatis Amended Plan is available for free at: http://bankrupt.com/misc/Almatis_AmendedPlanSept162010.pdf The Debtors also filed with the Court plan supplements, which consists of substantially final drafts of documents required to implement the Plan. Copies of those documents are available for free at: http://bankrupt.com/misc/Almatis_BonusTermSheet.pdf http://bankrupt.com/misc/Almatis_ClaimAssignmentAgreement.pdf http://bankrupt.com/misc/Almatis_DICDocuments.pdf http://bankrupt.com/misc/Almatis_DirectorsList.pdf http://bankrupt.com/misc/Almatis_DisbursingAgentAgreement.pdf http://bankrupt.com/misc/Almatis_ImplementationMemo.pdf http://bankrupt.com/misc/Almatis_IncentivePlanDocs.pdf http://bankrupt.com/misc/Almatis_Instructions.pdf http://bankrupt.com/misc/Almatis_IntercreditorAgreement.pdf http://bankrupt.com/misc/Almatis_InvestmentAgreement.pdf http://bankrupt.com/misc/Almatis_MgtIncentivePlanDocs.pdf http://bankrupt.com/misc/Almatis_NewArticles.pdf http://bankrupt.com/misc/Almatis_NotesPurchaseAgreement.pdf http://bankrupt.com/misc/Almatis_PIKNotesInstrument.pdf http://bankrupt.com/misc/Almatis_PIKPrefWarrantInstrument.pdf http://bankrupt.com/misc/Almatis_RestructuringOpinion.pdf http://bankrupt.com/misc/Almatis_RevolvingFacility.pdf http://bankrupt.com/misc/Almatis_SNNDistributionDocuments.pdf http://bankrupt.com/misc/Almatis_SSNIndenture.pdf http://bankrupt.com/misc/Almatis_Topco1DirectionAgreement.pdf The Court is set to convene a hearing for September 20, 2010, at 10:00 a.m. prevailing Eastern Time, to consider confirmation of the Plan. About Almatis Group Almatis B.V., operationally headquartered in Frankfurt, Germany, is a global leader in the development, manufacture and supply of premium specialty alumina products. With nearly 900 employees worldwide, the company's products are used in a wide variety of industries, including steel production, cement production, non- ferrous metal production, plastics, paper, ceramics, carpet manufacturing and electronic industries. Almatis operates nine production facilities worldwide and serves customers around the world. Until 2004, the business was known as the chemical business of Alcoa. Almatis is now owned by Dubai International Capital LLC, the international investment arm of Dubai Holding. Almatis B.V., and its affiliates filed for Chapter 11 on April 30, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308). Almatis B.V. estimated assets of US$500 million to US$1 billion and debts of more than US$1 billion in its petition. Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves as counsel to the Debtors in the Chapter 11 cases. Linklaters LLP is the special English and German counsel and De Brauw Blackstone Westbroek N.V. is Dutch counsel. Epiq Bankruptcy Solutions, LLC, serves as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Almatis Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Almatis B.V., and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ALMATIS B.V.: Lenders File Accounting of Professional Fees ---------------------------------------------------------- A group of second lien, mezzanine and junior mezzanine lenders submitted an accounting of professional fees they incurred in Almatis B.V.'s bankruptcy cases before the U.S. Bankruptcy Court for the Southern District of New York. The Lenders' financial and legal professionals and the corresponding services rendered are: Firm Services ---- -------- Freshfields Bruckhaus Deringer LLP Provided all of the legal Lenders' lead European counsel advice to Lenders, including English, Dutch and German law advice Versatus Advisers LLP Participated in every Lenders' lead financial advisor negotiation with the Debtors, First Lien Creditors and their advisors. Coordinated and supervised the work of all the Lenders' professionals. Simmons & Simmons Worked exclusively for the UK Counsel to Second Lien Second Lien Lenders on Lenders matters related to the needs of its narrow constituency including English and Dutch law advice in relation to the review and negotiation of documents. FTI Consulting Inc. Provided the Lenders with Lenders' European financial critical valuation services valuation advisor during the pre-bankruptcy period, particularly during restructuring negotiations in Europe. Schulte Roth & Zabel LLP Assembled a litigation team Lenders' U.S. counsel to work with its reorganization lawyers in assimilating the facts surrounding the Original Plan and the Debtors' complex capital structure. Formulated and implemented an effective discovery and litigation strategy. Negotiation with the Debtors and Dubai International Capital over the terms of the Plan, plan related documents, and the Debtors' settlement with Oaktree Capital Management L.P. Capstone Valuation Services LLC Provided the Lenders with Capstone Advisory Group LLC the critical valuation Lenders' expert witnesses with support for the Lenders' respect to valuation and related massive litigation efforts. related financial issues The total fees and expenses for the Lenders' professionals are estimated to be $9,293,630, according to Michael Cook, Esq., at Schulte Roth & Zabel LLP, in New York. The professional fees' estimate include outstanding bills for disbursements of $43,277 for David Feldman Worldwide Court Reporters; $6,785 for Merrill Communications for document maintenance; and $1,000 for LLC's translation services. The estimate is based, in part, on (1) projections through the effective date of the Plan and agreed upon fee caps by the professionals, plus (2) small variations in U.S. dollars because some fees are payable in British pounds. The estimate excludes the costs or the Mezzanine Lender Agent, Wilmington Trust. A concise summary of the Lenders' Professional Fees incurred and projected, as prepared by Versatus is available without charge at http://bankrupt.com/misc/Almatis_AccountingLenderProfs.pdf Mr. Cook also filed a declaration supporting the accounting of the Lenders' professional fees. Mr. Cook averred that the services rendered by the Lenders' professionals provided direct, significant and demonstrable benefits to all parties in the Debtors' cases. An Equity Term Sheet, which was filed as an exhibit to the Debtors' Plan, provides for the Debtors' limited reimbursement of the Lenders' Professional Fees, including those advanced by DIC. About Almatis Group Almatis B.V., operationally headquartered in Frankfurt, Germany, is a global leader in the development, manufacture and supply of premium specialty alumina products. With nearly 900 employees worldwide, the company's products are used in a wide variety of industries, including steel production, cement production, non- ferrous metal production, plastics, paper, ceramics, carpet manufacturing and electronic industries. Almatis operates nine production facilities worldwide and serves customers around the world. Until 2004, the business was known as the chemical business of Alcoa. Almatis is now owned by Dubai International Capital LLC, the international investment arm of Dubai Holding. Almatis B.V., and its affiliates filed for Chapter 11 on April 30, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308). Almatis B.V. estimated assets of US$500 million to US$1 billion and debts of more than US$1 billion in its petition. Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves as counsel to the Debtors in the Chapter 11 cases. Linklaters LLP is the special English and German counsel and De Brauw Blackstone Westbroek N.V. is Dutch counsel. Epiq Bankruptcy Solutions, LLC, serves as claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Almatis Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Almatis B.V., and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) AMERICAN MEDIA: Distressed Debt Exchange Offer Expires ------------------------------------------------------ The proposed offer by American Media, Inc.'s operating subsidiary American Media Operations, Inc., to exchange all of AMO's outstanding 14% Senior Subordinated Notes due 2013 for a combination of cash and shares of common stock, par value $0.0001 per share, of AMI, and cash tender offer for all of AMO's outstanding 9% Senior PIK Notes due 2013, was set to expire 9:00 a.m., New York City time, on September 15, 2010. American Media remains mum on the results of the exchange offer. In conjunction with the Offers, AMO solicited consents from eligible holders of the Notes to certain amendments to the applicable indenture governing the Notes. As of 5:00 p.m., New York City time, on August 24, roughly $344.2 million principal amount of Subordinated Notes, or approximately 96.7% of the outstanding aggregate principal amount of the Subordinated Notes, had been validly tendered in the Exchange Offer, and approximately $23.7 million principal amount of PIK Notes, or approximately 99.9% of the outstanding aggregate principal amount of PIK Notes, had been validly tendered in the Cash Tender Offer. As reported by the Troubled Company Reporter, American Media said on July 2, that it had reached an agreement with more than 90% of its bondholders/shareholders for the company's debt in connection with the debt-for-equity exchange. The actual launch of the exchange offering occurred July 15. The consummation of the offers is conditioned upon the satisfaction or waiver of certain conditions as is customary in these types of deals. AMI is offering to exchange all of its outstanding 14% Senior Subordinated Notes due 2013 for a combination of cash and shares of common stock of American Media, Inc. Bondholders are being offered $269.52 in cash and 335.62 shares of AMI common stock for each $1,000 of principal amount exchanged. The total aggregate principal amount of outstanding subordinated notes as of the launch of the exchange is approximately $356 million. AMI is also offering to purchase each $1,000 principal amount of its $23.7 million aggregate principal amount of outstanding PIK Notes for $1,020. AMI projects that its debt will be reduced by $200 million and its leverage reduced from 7.2x to 5.1x following the transaction. AMI said the transaction gives it significant flexibility, with $50 million of free cash flow on a pro forma basis. Moelis & Company served as AMI's financial advisor in the transaction. About American Media Based in New York, American Media, Inc., publishes celebrity journalism and health and fitness magazines in the U.S. These include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health, and The National Enquirer. In addition to print properties, AMI manages 14 different Web sites. The company also owns Distribution Services, Inc., the country's #1 in-store magazine merchandising company. In June 2010, Standard & Poor's Ratings Services lowered its rating on Boca Raton, Fla.-based American Media Inc. to 'D' from 'CCC.' The ratings downgrade reflects American Media's ongoing deferral of its May 1, 2010 interest payment on the 14% notes. The Company stated that 75% of noteholders consented that the May 1, 2010 interest payment be deferred until June 21, 2010. In July 2010, Moody's Investors Service downgraded American Media Operations, Inc.'s Probability of Default Rating to 'Ca' from 'Caa2' following the company's announcement that it has commenced an exchange offer for all of its 14% Senior Subordinated Notes due 2013. In conjunction with the exchange announcement, Moody's put on review for possible upgrade all other ratings given the expected decrease in debt obligations by approximately $200 million net of expected fees and related expenses. The downgrade of the PDR to 'Ca' reflects Moody's view that American Media's proposed offer for all of the $355.8 million outstanding 14% Senior Subordinate Notes, if successfully concluded, is an effective distressed exchange event of default. AMR CORP: FMR, Fidelity Report 9.067% Stake ------------------------------------------- Boston, Massachusetts-based FMR LLC and Edward C. Johnson 3d disclosed that they may be deemed to hold 30,467,722 shares or roughly 9.067% of the common stock of AMR Corporation. Fidelity Management & Research Company, a wholly owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 30,467,422 shares or 9.067% of the Common Stock outstanding of AMR Corporation as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. The number of shares of AMR Common Stock owned by the investment companies at August 31, 2010, included 2,969,697 shares of Common Stock resulting from the assumed conversion of $29,400,000 principal amount of AMR CORP CONV 6.25% 10/15/14 (101.0101 shares of Common Stock for each $1,000 principal amount of debenture). Edward C. Johnson 3d and FMR LLC, through its control of Fidelity, and the funds each has sole power to dispose of the 30,467,422 shares owned by the Funds. About AMR Corporation Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. At the end of 2006, American provided scheduled jet service to about 150 destinations throughout North America, the Caribbean, Latin America, including Brazil, Europe and Asia. American is also a scheduled airfreight carrier, providing freight and mail services to shippers throughout its system. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. The Company's balance sheet for June 30, 2010, showed $25.8 billion in total assets, $9.3 billion in total current liabilities, $9.1 billion in long-term debt, $526.0 million in obligation under capital leases, $7.5 billion in pension and postretirement benefits, $3.1 billion in other liabilities, and $3.9 billion in stockholders' deficit. * * * AMR carries a 'CCC' issuer default rating from Fitch Ratings. It has 'Caa1' corporate family and probability of default ratings from Moody's. It has 'B-' corporate credit rating, on watch negative, from Standard & Poor's. AMRO-ASIAN TRADE: Case Summary & 12 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Amro-Asian Trade, Inc. 1136 Union Plaza Building, Suite 618 & 518 Honolulu, HI 96813 Tel: (808) 523-9606 Bankruptcy Case No.: 10-02868 Chapter 11 Petition Date: September 16, 2010 Court: United States Bankruptcy Court District of Hawaii (Honolulu) Judge: Robert J. Faris Debtor's Counsel: Jerrold K. Guben, Esq. O'CONNOR PLAYDON & GUBEN 733 Bishop St., Fl. 24 Honolulu, HI 96813 Tel: (808) 524-8350 Fax: (808) 531-8628 E-mail: jkg@roplaw.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Company's 12 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/hib10-02868.pdf The petition was signed by Mahbub Alam Siddiqui, president. AMT (USA) INC: Redhawk to Buyout 2.25% NSR ------------------------------------------ Redhawk Resources, Inc. through its wholly owned US subsidiary Redhawk Copper, Inc. has entered into an agreement with AMT (USA) Inc. to buyout the 2.25% Net Smelter Royalty ("NSR") retained by AMT as part of the original Copper Creek property acquisition agreement. The Agreement requires a payment of $350,000 on court approval and a further $950,000 in quarterly payments over an eighteen month period. The Agreement also calls for a further $500,000 payment should the Company enter into a major transaction during the two year period after closing. AMT is in Chapter 7 bankruptcy and therefore the Agreement remains subject to court approval which is expected within 60 days. Currently the agreement between Redhawk and AMT requires an annual $125,000 advance royalty payment and has a cap of $25 million. Stephen Barley, Managing Director of Redhawk commented: "This is a beneficial arrangement for both parties. Redhawk reduces the royalty burden on Copper Creek improving the financial return on our project and the arrangement accelerates payments to AMT's creditors." About Redhawk Redhawk is a Canadian-based resource exploration and development company with primary focus on the accelerated development of its advanced stage Copper Creek copper-molybdenum project in San Manuel, Arizona. The 100% owned Copper Creek property consists of approximately seven square miles of almost totally contiguous patented and unpatented mining claims and state prospecting permits, located about 70 miles northeast of Tucson, Arizona and about 15 miles east of San Manuel. The property is in the prolific southwest US porphyry copper belt at the projected intersection of a major northwest belt of porphyry copper deposits or mines (Ray, Miami/Globe, Superior/Resolution, Johnson Camp) and a major east-northeast belt of porphyry deposits (San Manuel/Kalamazoo, Silver Bell, Lakeshore, Safford, Morenci). The property is within sight of the former BHP Kalamazoo/San Manuel copper smelter and mine and within 30 miles of an existing operating copper smelter. The area is a mining friendly and politically secure location with excellent and readily accessible infrastructure. ARMSTRONG WORLD: Moody's Affirms 'Ba2' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service affirmed Armstrong World Industries, Inc.'s Ba2 Corporate Family Rating and Ba3 Probability of Default Rating. In a related rating action, Moody's upgraded the company's senior secured bank credit facilities to Ba1 from Ba2 driven by secured debt repayment. Armstrong's speculative grade liquidity rating remains SGL-1. The outlook is stable. These ratings/assessments were affected by this action: * Corporate Family Rating affirmed at Ba2; * Probability of Default Rating affirmed at Ba3; and, * $300 million Senior Secured Revolving Credit Facility due Oct. 2, 2011 upgraded to Ba1 (LGD2, 23%) from Ba2 (LGD3, 32%); * $250 million Senior Secured Term Loan A due October 2, 2011 upgraded to Ba1 (LGD2, 23%) from Ba2 (LGD3, 32%); and * $190 million Senior Secured Term Loan B due Oct. 2, 2013 upgraded to Ba1 (LGD2, 23%) from Ba2 (LGD3, 32%). The company's speculative grade liquidity rating remains at SGL-1. Ratings Rationale Armstrong's Ba2 Corporate Family Rating considers the company's market position as a leader in providing flooring to the North American residential and commercial end markets and its wide customer base. Armstrong is not beholden to any specific distribution channel as no customer accounted for more than 10% or more of total net sales, affording the company flexibility to shifting end market demands. The rating also incorporates expectations that earnings derived from its WAVE joint venture will remain robust, contributing to tolerable debt leverage characteristics. EBITA-to-interest expense stood at 2.6 times for LTM 2Q10 and debt-to-EBITDA was 3.7 times (as adjusted by Moody's). Although WAVE is a significant contributor to earnings, Armstrong's operating margins remain weak with adjusted EBITA margin of 3.6% for LTM 2Q10. Additionally, Armstrong is continuing with cost reduction initiatives that will likely result in more charges, further dampening operating performance. Moody's adjusts for some restructuring costs and asset impairments. Another constraint to the company's rating is the potential that Armstrong will become more leveraged over the intermediate term. Armor TPG Holdings LLC, Armstrong's largest shareholder after the Asbestos Personal Injury Settlement Trust, may have Armstrong pursue debt-financed acquisitions or shareholder friendly activities such as special dividends or share repurchases. Nevertheless, Armstrong's very good liquidity profile with about $860 million of combined cash and revolving credit availability gives it significant financial flexibility to contend with ongoing economic uncertainties. The upgrade in ratings to the senior secured bank credit facilities result from secured debt repayments resulting in a lower proportion of secured debt versus unsecured claims, and lower secured claims against available collateral. A rating upgrade is unlikely over the intermediate term due to Armstrong's ongoing cost reduction initiatives and the potential of the company becoming more leveraged. However, when market conditions within the North American economy show signs of noticeable improvement and operating efficiencies appear sustainable, then an upgrade may be considered. Over time, EBITA- to-interest expense trending towards 4.5 times or debt-to-EBITDA sustainable near 3.0 times would suggest a potential for upwards ratings movement. A rating downgrade could result from evidence that Armstrong is not benefiting from its cost reduction programs or financial performance is negatively impacted by an unexpected decline in the company's end markets. EBITA-to-interest expense falling towards 2.0 times or debt-to-EBITDA sustained above 4.5 times (all ratios adjusted per Moody's methodology) for an extended period of time could pressure the ratings. Debt-financed transactions, shareholder friendly activities, or a deterioration in the company's liquidity profile would also stress Armstrong's ratings. Armstrong World Industries, Inc., headquartered in Lancaster, PA, is a global producer of flooring products and ceiling systems for use primarily in the construction and renovation of residential, commercial and institutional buildings. The company also designs, manufactures and sells kitchen and bathroom cabinets for the U.S. market. Revenues for the last twelve months through June 30, 2010 totaled approximately $2.8 billion. ARVINMERITOR INC: Plans to Invest $42 Million in Europe ------------------------------------------------------- ArvinMeritor, Inc. plans to invest $42 million to advance its foundation brake leadership position in Europe. This investment is focused on five key areas: Expansion of the successful ELSA air disc brake and S-Cam product lines Development of future generation braking technologies Vehicle and lab performance testing and validation Best-in-class manufacturing technologies Customer Service and Support "This major investment underscores our commitment to leadership in the global foundation brake business," said Carsten Reinhardt, chief operating officer for ArvinMeritor. "We are dedicated to further enhancing our capabilities in product development and manufacturing technology to be the partner of choice for vehicle manufacturers worldwide." With more than three million ELSA disc brakes in service, the company is leveraging its experience to enhance the performance of current product lines and grow its product portfolio: Next evolution of the Meritor(R) 225L and 225H disc brakes with improved strength-to-weight ratio for heavy duty truck and bus applications Weight-optimized Meritor 225T disc brake for trailer and lighter- truck line haul applications New Meritor 410mm S-Cam drum brake for heavy duty applications In addition, ArvinMeritor is investing in advanced engineering to develop tomorrow's foundation brake technology including electro- mechanical actuation, active adjustment and smart heat management. To further support product development, the company is investing in additional test and validation capabilities, including a new NVH and thermal imaging dynamometer capable of testing complete corner modules including axle, suspensions and wheel-ends; a new advanced three-axis vibration rig to analyze effects of vibration more accurately and a much increased vehicle test fleet to analyze products in real operating environments. ArvinMeritor will also invest in world-class manufacturing systems including advanced machining and fully automated assembly systems as part of the company's drive toward 0 PPM. About ArvinMeritor Based in Troy, Michigan, ArvinMeritor, Inc. -- http://www.arvinmeritor.com/-- supplies integrated systems, modules and components to the motor vehicle industry. The Company celebrated its centennial anniversary in 2009. The Company serves commercial truck, trailer and specialty original equipment manufacturers and certain aftermarkets, and light vehicle manufacturers. The Company's balance sheet at June 30, 2010, showed $2.81 billion in total assets, $1.31 billion in total current liabilities, $1.01 billion in long-term debt, $1.07 billion in retirement benefits, $324.00 million in other liabilities, and stockholders' deficit of $909.00 million. Stockholders' deficit was $877.0 million at March 31, 2010. ArvinMeritor has 'B3' Corporate Family and Probability of Default ratings from Moody's Investors Service. In July 2010, when Moody's raised the ratings to 'B3' from 'Caa1', it noted that about 52% of the company's fiscal 2010 revenues to date are from North America, where demand is expected to strengthen in the second half of the year. But with 21% of the company's revenue from Europe, a slower pace of economic recovery is expected to constrain overall growth. Tight credit markets also may limit near-term growth in commercial vehicle purchases. AZALEA PERAL: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Joint Debtors: Azalea Peral Jose E Peral 394 Gatlinburg CT. Henderson, NV 89012 Bankruptcy Case No.: 10-27592 Chapter 11 Petition Date: September 16, 2010 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Mike K. Nakagawa Debtor's Counsel: Gary S. Fink, Esq. 6600 W. Charleston Blvd., Suite 134 Las Vegas, NV 89146 Tel: (702) 834-7500 Fax: (702) 834-7505 E-mail: gary@omarlaw.com Scheduled Assets: $3,427,000 Scheduled Debts: $7,014,617 A list of the Joint Debtors' 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb10-27592.pdf BEACON POWER: Initiates NASDAQ Appeal Process --------------------------------------------- Beacon Power Corporation disclosed that on September 14, 2010, it received a letter from The Nasdaq Stock Market informing the Company that its common shares have failed to comply with the $1.00 minimum bid price required for continued listing on The Nasdaq Capital Market under Listing Rule 5550(a)(2), and as a result, without further action the Company's common shares would be subject to delisting. The letter further stated that the Company may appeal the Nasdaq Staff delisting determination to a Nasdaq listing qualifications panel. It added that the authority of the panel to grant additional time to companies was recently modified such that a panel could allow continued listing for up to 180 calendar days from September 14, 2010, if deemed appropriate. Beacon Power is appealing the Staff's determination. The appeal will stay the delisting of the Company's common stock from The Nasdaq Capital Market until a hearing is completed and the listing qualifications panel issues its written decision. The Company expects this process to take 8-12 weeks. Beacon's appeal requesting additional time will outline the unique position of the Company -- highlighting the three 20 MW frequency regulation facilities in development, with revenues from the first plant expected in less than three months. In addition, the Company expects to see tangible progress toward pay-for- performance market tariffs in the next six months. Such tariffs would provide a substantial improvement in the financial outlook for the Company. There can be no assurance that the listing qualifications panel will grant the Company's request for additional time or for continued listing. About Beacon Power Corporation Beacon Power Corporation -- http://www.beaconpower.com/-- designs, develops and is commercializing advanced products and services to support stable, reliable and efficient electricity grid operation. Beacon's Smart Energy Matrix(TM), now in production, being operated and earning revenue, is a non- polluting, megawatt-scale, fast-response flywheel-based solution designed to provide less expensive, more sustainable and effective frequency regulation services to the nation's power grid. The Company's business strategy is both to supply frequency regulation services from its own plants and to sell systems directly to utilities or grid operators in parts of North America and selected international markets. Beacon is a publicly traded company with its research, development and manufacturing facility in the U.S. BERNARD MADOFF: Funds Accuse Merkin of Funneling Assets ------------------------------------------------------- A receiver for Ariel Fund Ltd. and Gabriel Capital LP has sued the hedge funds' former investment adviser J. Ezra Merkin, alleging he secretly funneled investors' assets to Cerberus Capital Management LP and notorious Ponzi schemer Bernard L. Madoff, Bankruptcy Law360 reports. According to Law360, the court-appointed receiver Bart M. Schwartz filed a complaint against Merkin and his Manhattan firm Gabriel Capital Corp. on Thursday in the Supreme Court of the State of New York. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On December 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) As of August 13, 2010, a total of US$5,578,441,409 in claims by investors has been allowed, with US$715,602,064 to be paid by the SIPC. Investors are expected to receive additional distributions from money recovered by Mr. Picard. Mr. Picard has recovered a number of assets and in liquidated some of those assets for the benefit of customers, totaling US$1,183,779,811 as of November 2009. BESM CYPRESS: Case Summary & 4 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: BESM Cypress, Inc. dba Country Place Country Store 2620 McHard Road Pearland, TX 77584 Bankruptcy Case No.: 10-38201 Chapter 11 Petition Date: September 16, 2010 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Karen K. Brown Debtor's Counsel: Calvin C. Braun, Esq. ORLANDO & BRAUN LLP 3401 Allen Parkway, Suite 101 Houston, TX 77019 Tel: (713) 521-0800 Fax: (713) 521-0842 E-mail: calvinbraun@orlandobraun.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txsb10-38201.pdf The petition was signed by Mohammad Madanizadeh, president. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- BESM International, LLC 10-30165 01/04/2010 BOBBY TAYLOR, JR: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Bobby Franklin Taylor, Jr. P.O. Box 398 Cabot, AR 72023 Bankruptcy Case No.: 10-16747 Chapter 11 Petition Date: September 16, 2010 Court: U.S. Bankruptcy Court Eastern District of Arkansas (Little Rock) Debtor's Counsel: Michael J. Knollmeyer, Esq. KNOLLMEYER LAW OFFICE 2525 John Harden Drive Jacksonville, AR 72076-1819 Tel: (501) 985-1760 Fax: (501) 985-1924 E-mail: kristy@knollmeyerlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The list of unsecured creditors filed together with its petition does not contain any entry. BRIGHAM EXPLORATION: Prices $300 Million Senior Note Offering ------------------------------------------------------------- Brigham Exploration Company said September 16, 2010, it has priced an offering of $300 million aggregate principal amount of its 8.75% senior notes due 2018 at an offer price of 100%. The size of the offering was increased from $250 million to $300 million. Brigham said it intends to use the net proceeds from the Senior Notes offering to purchase up to $160 million principal amount of its existing 9 5/8% senior notes due 2014 pursuant to a tender offer, to fund a portion of its 2011 capital budget and for general corporate purposes, including to redeem or otherwise acquire any remaining outstanding 2014 Notes not purchased pursuant to the tender offer. Brigham said it expects the closing of the Senior Notes offering to occur on or about September 27. About Brigham Exploration Austin, Texas-based Brigham Exploration Company (NASDAQ: BEXP) -- http://www.bexp3d.com/-- is an independent exploration, development and production company that utilizes advanced exploration, drilling and completion technologies to systematically explore for, develop and produce domestic onshore oil and natural gas reserves. In late 2007, the majority of the Company's drilling capital expenditures shifted from its historically active areas in the Onshore Gulf Coast, the Anadarko Basin and West Texas to the Williston Basin in North Dakota and Montana, where the Company is currently targeting the Bakken, Three Forks and Red River objectives. The Company's balance sheet at June 30, 2010, showed $862.21 million in total assets, $289.19 million in total liabilities, and stockholders' equity of $573.01 million. * * * Brigham carries 'Caa1' corporate family and probability of default ratings, with 'positive' outlook, from Moody's Investors Service. It has a 'B' corporate credit rating, with 'stable' outlook from Standard & Poor's Ratings Services. Moody's noted in June 2010 that that "[W]hile Brigham's recent results and 2010-11 drilling program are positive and provide cash flow visibility, the company remains very small measured by production and proven reserves and future growth and full-cycle reinvestment costs are fairly undiversified, being largely reliant on Bakken/Three Forks." Moody's Investors Service assigned a Caa2 rating to Brigham Exploration Company's proposed offering of $250 million senior unsecured notes due 2018. The Caa2 rating reflects the senior unsecured status of the notes, its position in the capital structure, and is consistent with the ratings on Brigham's other existing senior unsecured debt. Brigham's Caa1 Corporate Family Rating and SGL-1 Speculative Grade Liquidity Rating remain unchanged. The rating outlook is positive. Standard & Poor's Ratings Services assigned issue-level and recovery ratings to Austin, Texas-based Brigham Exploration Co.'s proposed $250 million senior unsecured notes due 2018. The issue- level rating is 'B+' (one notch above the corporate credit rating on the company). The recovery rating on this debt is '2', indicating S&P's expectation of substantial (70% to 90%) recovery in the event of a payment default. C-B BEVERAGE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: C-B Beverage Corporation 760 Harmon Avenue Columbus, OH 43223 Bankruptcy Case No.: 10-61100 Chapter 11 Petition Date: September 16, 2010 Court: United States Bankruptcy Court Southern District of Ohio (Columbus) Judge: John E. Hoffman Jr. Debtor's Counsel: Robert E. Bardwell, Esq. 995 South High Street Columbus, OH 43206 Tel: (614) 445-6757 Fax: (614) 224-4870 E-mail: rbardwell@ohiobankruptlaw.com Scheduled Assets: $492,339 Scheduled Debts: $1,098,792 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ohsb10-61100.pdf The petition was signed by Daniel J. Meyers, president. CAPMARK FIN'L: Protech Holdings Files Schedules & Statement ----------------------------------------------------------- Protech Holdings C, LLC Schedules of Assets and Liabilities A. Real Property None B. Personal Property B.1 Cash on hand None B.2 Bank Accounts None B.3 Security Deposits None B.4 Household goods None B.5 Collectibles None B.6 Wearing apparel None B.7 Furs and Jewelry None B.8 Firearms and other equipment None B.9 Interests in Insurance Policies None B.10 Annuities None B.11 Interests in an education IRA None B.12 Interests in IRA, ERISA or other Pension Plans None B.13 Business Interests and stocks Undetermined B.14 Interests in partnerships Undetermined B.15 Government and Corporate Bonds None B.16 Accounts Receivable None B.17 Alimony None B.18 Other Liquidated Debts None B.19 Equitable or Future Interests None B.20 Interests in estate of a debt benefit plan None B.21 Other Contingent & Unliquidated claims None B.22 Patents and other intellectual property None B.23 Licenses, franchises, and other intangibles None B.24 Customer lists or other compilations None B.25 Vehicles None B.26 Boats, motors, and accessories None B.27 Aircraft and accessories None B.28 Office equipment, furnishings and supplies None B.29 Machinery None B.30 Inventory None B.31 Animals None B.32 Crops None B.33 Farming Equipments and implements None B.34 Farm supplies, chemicals, and feed None B.35 Other Personal Property None TOTAL SCHEDULED ASSETS $0 ======================================================== C. Property Claimed as Exempt $0 D. Secured Claim Undetermined E. Unsecured Priority Claims 0 F. Unsecured Non-priority Claims Capmark Affordable Equity, Inc. 2,498,678 Capmark Affordable Equity, Inc. 778,929 TOTAL SCHEDULED LIABILITIES $3,277,607 ======================================================== Statement of Financial Affairs Alisa Kennedy, general counsel, senior vice president at Capmark Financial Group, Inc., relates that Protech Holdings C, LLC, did not earn income from employment or operation of business within two years before the Petition Date. According to Ms. Kennedy, Protech Holdings was a party to a lawsuit pending in the Superior Court of California, County of Alameda styled as Callahan Livermore Senior Housing, L.P. vs Protech Holdings C, LLC. About Capmark Financial Based in Horsham, Pennsylvania, Capmark Financial Group Inc. -- http://www.capmark.com/-- is a diversified company that provides a broad range of financial services to investors in commercial real estate-related assets. Capmark has three core businesses: lending and mortgage banking, investments and funds management, and servicing. Capmark operates in North America, Europe and Asia. Capmark has 1,000 employees located in 37 offices worldwide. On October 25, 2009, Capmark Financial Group Inc. and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 (Bankr. D. Del. Case No. 09-13684) Capmark's financial advisors are Lazard Freres & Co. LLC and Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey & LeBoeuf LLP. Richards, Layton & Finger, P.A., serves as local counsel. Beekman Advisors, Inc., is serving as strategic advisor. KPMG LLP is tax and accounting advisor. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. Capmark had total assets of US$20 billion against total debts of US$21 billion as of June 30, 2009. Protech Holdings C, LLC, an affiliate of Capmark, filed for Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No. 10-12387). The Debtor estimated assets and debts in excess of $1 billion as of the filing date. Since filing in Chapter 11, Capmark completed three sales to generate more than $1 billion cash. Berkshire Hathaway Inc. and Leucadia National Corp. bought most of the business for $468 million. Bankruptcy Creditors' Service, Inc., publishes Capmark Financial Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Capmark Financial Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) CAPMARK FIN'L: Wins Dec. 31 Plan Filing Exclusivity Extension ------------------------------------------------------------- Capmark Financial Group Inc. and its debtor affiliates sought and obtained an order from Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware extending the period within which they have the exclusive right to file a Chapter 11 plan through December 31, 2010, and the exclusive right to solicit acceptances of that Plan through March 1, 2011. The Debtors assert that "cause" exists to warrant further extension of their Exclusive Periods. According to the Debtors, their Chapter 11 cases are extremely large and complex, as evidenced by the Schedules of Assets and Liabilities, Statements of Financial Affairs, and pleadings filed by them and the intertwined corporate structure and business operations of 45 Debtors. The Debtors maintain that they entered Chapter 11 with approximately $10 billion in debt, and over a thousand creditors. During the period since the Debtors' first request for an extension of the Exclusive Periods, the Debtors have made substantial progress in addressing and resolving the difficult issues in their bankruptcy cases, says Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. Additionally, he notes, the Debtors consummated several complex, value-generating transactions, transactions that would be challenging to consummate within the same time period even outside of Chapter 11. Mr. Madron tells the Court that these substantial efforts and accomplishments include: * The sale of substantially all the assets in the Debtors' real estate equity investments advisory group business. * The sale of their equity and other assets in Mexican real estate joint ventures. * The sale of a high-profile real estate loan secured by the Washington D.C. Georgetown Park shopping mall and office complex, and settlement of related litigation disputes. * The sale of their equity interest in a registered broker-dealer subsidiary, Capmark Securities Inc. * The negotiations with the Official Committee of Unsecured Creditors, an ad hoc committee of unsecured bank debtholders, an ad hoc committee of secured lenders, the agents for the secured and unsecured bank debtholders, and certain secured lenders regarding plan scenarios, potential avoidance actions, and claims resolution, including the resolution of secured claims. * Negotiations with the lenders under the $400 million Japanese bank facility. * Discussions with the Committee, the Ad Hoc Secured Committee, and other secured and unsecured creditors and their advisors regarding the factual bases and legal theories on which an avoidance action against secured claimholders might be premised. * Retention of Duff & Phelps, LLC as valuation experts to provide an analysis of the Debtors' solvency as well as the value of the collateral belonging to the secured lenders under the Secured Credit Facility. * The conduct of comprehensive negotiations with key creditor constituencies in the low-income housing tax credit and new markets tax credit business platforms in an effort to resolve hundreds of millions of dollars in contingent claims through complex structured settlements, restructurings, and other transactions. * The review of the more than 1,500 claims filed, preparing omnibus claims objections, and addressing the validity of other claims. * The study of numerous plan structures to determine an optimal structure to maximize recoveries for all parties-in- interest. Mr. Madron asserts that a major obstacle to the Debtors' efforts emerged when the Committee filed a motion for leave, standing, and authority to prosecute various claims and causes of action on behalf of the Debtors' estates against Citicorp North America Inc., Citibank N.A., and the lenders under the Secured Credit Facility. Mr. Madron relates that the Debtors were able to negotiate a settlement with a large majority of the Secured Lenders that is beneficial to their estates. Accordingly, Mr. Madron notes, the Debtors intend to file a motion seeking Court approval of a settlement with the Ad Hoc Secured Committee and certain Secured Lenders, which resolves the uncertainty regarding the allowability of the bulk of the Secured Claim under the Secured Credit Facility, in exchange for a 9% reduction in the principal amount of those claims as of the Petition Date, which reduction totals approximately $100 million. Furthermore, Mr. Madron says, the Debtors have paid, and will continue to pay, their postpetition debts as they come due. He adds that the Debtors have sufficient liquidity to carry on the normal course of their business. Mr. Madron clarifies that the Debtors are not seeking an extension of their Exclusive Periods to delay creditors or force them to accede to their demands. "In light of the relatively short duration of these Chapter 11 cases, the challenges faced by them and the progress made to date, the Debtors submit a further extension of the Exclusive Periods is warranted," Mr. Madron asserts. Mr. Madron maintains that termination of the Exclusive Periods at this critical juncture could derail the Debtors' efforts toward a viable Chapter 11 plan and encourage protracted, unnecessary litigation, the filing of multiple plans, and a contentious confirmation process, resulting in increased administrative expenses and, consequently, diminishing returns to all creditors. About Capmark Financial Based in Horsham, Pennsylvania, Capmark Financial Group Inc. -- http://www.capmark.com/-- is a diversified company that provides a broad range of financial services to investors in commercial real estate-related assets. Capmark has three core businesses: lending and mortgage banking, investments and funds management, and servicing. Capmark operates in North America, Europe and Asia. Capmark has 1,000 employees located in 37 offices worldwide. On October 25, 2009, Capmark Financial Group Inc. and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 (Bankr. D. Del. Case No. 09-13684) Capmark's financial advisors are Lazard Freres & Co. LLC and Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey & LeBoeuf LLP. Richards, Layton & Finger, P.A., serves as local counsel. Beekman Advisors, Inc., is serving as strategic advisor. KPMG LLP is tax and accounting advisor. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. Capmark had total assets of US$20 billion against total debts of US$21 billion as of June 30, 2009. Protech Holdings C, LLC, an affiliate of Capmark, filed for Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No. 10-12387). The Debtor estimated assets and debts in excess of $1 billion as of the filing date. Since filing in Chapter 11, Capmark completed three sales to generate more than $1 billion cash. Berkshire Hathaway Inc. and Leucadia National Corp. bought most of the business for $468 million. Bankruptcy Creditors' Service, Inc., publishes Capmark Financial Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Capmark Financial Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) CAPMARK FIN'L: Wins Nod to Restructure LIHTC Transactions --------------------------------------------------------- U.S. Bankruptcy Judge Christopher Sontchi authorized Capmark Financial Group Inc. and its units to: (i) restructure the low-income housing tax credit transactions with Merrill Lynch Capital Services, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated; (ii) transfer related assets to New Nondebtor subsidiary free and clear of all liens, claims and interests; and (iii) enter into a restructuring and settlement agreement establishing terms of restructuring and settlement of claims arising from and related to low-income housing tax credit transactions. Pursuant to Sections 105(a), 363(b) and 365 of the Bankruptcy Code, the Debtors' Assignors' assignment of the NewCo Assets to NewCo, including the assumption and assignment of the Assigned Contracts by the Debtor Assignor to NewCo, pursuant to the RSA, is approved, and the Debtor Assignors are authorized to assume the RSA and all agreements and take all actions necessary and appropriate to effectuate and consummate the Settlement, in exchange for 100% of the equity in NewCo and the release of all claims Merrill Lynch has asserted or could asset against the Debtors' with respect to the LIHTC Transactions. Mark B. Hattier, vice president of Debtor Capmark Capital Inc., supported the Debtors' request for approval of the Settlement Order saying: (i) the settlement and restructuring of LIHT credit transactions between certain of the Debtors and Merrill Lynch is fair and equitable and in the best interests of the Debtors' estates; (ii) the sale of substantially all of the Debtors' rights and assets in the LIHTC Transactions with Merrill Lynch, free and clear of all liens, claims, interests, and encumbrances other than the Merrill Lynch Liens, to Tax Credit Holdings I, LLC, is a sound business judgment of the Debtors and provides counterparties to executory contracts adequate assurance of future performance; and (iii) the RSA and other Transaction Documents were negotiated fairly and at arm's-length and entered into good faith and, thus, NewCo should be entitled to the protections afforded by Section 363(m) of the Bankruptcy Code. Prior to the entry of the Court's order, U.S. Bank, N.A., as trustee in connection with the Multifamily Housing Revenue Bonds Series 2002A and Series 2002B, asked the Court to deny the motion to the extent that all of Capmark Capital Inc.'s defaults under an Interest Rate Agreement are not cured by payments or by adequate assurance of payment in the form of an adequate reserve. U.S. Bank also reserved its right to object to any cure amount proposed by the Debtors. Schedule 1(f) of the Restructuring and Settlement Agreement contains a list of the assigned contracts and identifies an Interest Rate Protection Agreement, dated as of August 1, 2002, by and between Capmark Capital Inc. and U.S. Bank. U.S. Bank related that it has not received a cure notice from the Debtors in connection with the Interest Rate Agreement. U.S. Bank asserted that it is entitled to, inter alia, indemnification from Capmark Capital pursuant to Section 4.1(f) of the Interest Rate Agreement. U.S. Bank withdrew its Objection on September 15, 2010. Purpose and Nature of the LIHTC Transactions Before the Petition Date, several of the Debtors and their nondebtor affiliates were involved in a business commonly known as "LIHTC syndication." This involved financing and aggregating equity investments in affordable housing properties for sale to institutional third party investors through structured fund transactions. The LIHTC Transactions were effectuated pursuant to the LIHTC investment and tax credit program created under the federal Tax Reform Act of 1986, enacted to incentivize the investment of private equity in the development of affordable housing properties. The LIHCT Transactions with Merrill Lynch are an integrated set for highly complex agreements and structured transactions. Under these transactions, certain of the Debtors and their affiliates sponsored LIHTC investment limited liability company funds in which equity interests were sold to the Investors. The parties structured the LIHTC Transactions intending for the Investors to earn a guaranteed after tax rate of return on their capital investments in Funds in which the Debtors aggregated and syndicated the equity ownership of LIHTC Properties. The Rate of Return was to be earned through tax credits and other tax benefits generated by the Investors' equity ownership in LIHTC Properties over a minimum duration of 15 years. In the Merrill Lynch LIHTC Transactions, MLCS executed investor return floor agreements for the benefit of the Investors, which obligated MLCS to pay a minimum guaranteed Rate of Return to Investors. In each of the LIHTC Transactions, MLCS undertook a payment obligation to the Funds in the form of a separate ISDA Master Agreement, referred to as an "Investor Return Floor Agreement." Pursuant to the IRF, MLCS agreed to pay any deficit of the expected Rate of Return to the applicable Fund in the event the Managing Member failed to make mandatory loans. In exchange for incurring its payment obligation under each IRFA, MLCS received a one-time fixed fee, which was paid by the applicable Fund. Capmark Capital, in turn, agreed to pay MLCS any amount MLCS was obligated to pay to the Funds under the IRFAs. To document Capmark Capital's payment obligation, Capmark Capital and MLCS entered into a "back to back" ISDA Master Agreement, dated as of December 29, 2004, with separate confirmations for the various funds. Under the Back-to-Back Agreement, the applicable Funds paid a one-time fixed amount to Capmark Capital and Capmark Capital agreed to pay MLCS for any amounts paid by or on behalf of MLCS pursuant to the IRFAs. The Debtors relate that, as of the Petition Date, Capmark Capital's payment obligations under the Back-to-Back Agreement were secured by approximately $30.7 million in collateral, comprised of a nominal amount of cash and primarily of highly liquid money-market instruments, in which Capmark Capital granted a security interest in favor of MLCS. Prepetition Actions Two days after the Petition Date, MLCS notified Capmark Capital that its commencement of a bankruptcy case constituted an event of default under the Back-to-Back Agreement and purported to establish October 30, 2009, as an early termination date under the Back-to-Back Agreement. On November 18, 2009, MLCS delivered a "Close Out Notice" to the Debtors, which stated that the amount payable to MLCS by Capmark Capital under the Back-to-Back Agreement was approximately $91.8 million plus MLCS' attorneys' fees. The Debtors subsequently notified MLCS that they dispute MLCS's Loss Calculation and reserved all rights with respect to MLCS's actions, and have since been negotiating with MLCS in an attempt to resolve the dispute and MLCS's claims. MLCS filed on March 31, 2010, a motion seeking (i) a declaration that the Back-to-Back Agreement is safe harbor "swap agreement" entitling it to terminate the agreement as of October 30, 2009, and foreclose on the BTB Collateral Lien without seeking relief from the automatic stay or, alternatively (ii) relief from automatic stay "for cause" under Section 362(d)(1) of the Bankruptcy Code to permit MLCS to foreclose on the BTB Collateral Lien. In the Stay Relief Motion, MLCS alleged that it is entitled to a payment of the identical amount claimed under its proof of claim relating to the Back-to-Back Agreement, approximately $91.8 million. The Debtors filed an objection to the Stay Relief Motion arguing that the Back-to-Back Agreement does not constitute a "swap agreement" under the Bankruptcy Code, is not protected by the "safe harbor" provisions of the Bankruptcy Code, and, therefore, MLCS is not entitled to terminate the agreement without first obtaining relief from the automatic stay. Settlement Discussions The parties continued negotiation of a consensual resolution of all rights and obligations of the parties relating to the Merrill Lynch LIHTC Transactions. The parties agreed to adjourn the commencement of any hearing and defer any consideration on the merits of the Stay Relief Motion to a later date. The parties signed a nonbinding term sheet on July 19, 2010, which sets forth the general terms for restructuring the LIHTC Transactions and settling all of Merrill Lynch's claims against the Debtors. On August 25, 2010, the parties reduced the Term Sheet to the binding RSA, which, along with all related transactions and other Transaction Documents, comprise the Settlement. Major Terms of the RSA Among the salient terms of the RSA and other Transaction Documents are: (a) NewCo Formation and Ownership. Debtors Capmark Capital and Capmark Affordable Equity Inc. will form a new nondebtor subsidiary, NewCo, and will collectively own 100% of the membership equity interest in and management rights of NewCo, subject to MLCS's consent rights. (b) Assets Transferred to NewCo. The Assignors will transfer certain assets to NewCo in exchange for the equity in NewCo and the release of Merrill Lynch's claims against the Debtors. (c) No New Investment. Other than the transfer of assets, no Debtor will be required to contribute new capital or make any other investment in NewCo. (d) NewCo Swap. NewCo will enter into a new back-to-back swap agreement with MLCS, substantially similar to the Back-to- Back Agreement between Capmark Capital and MLCS, except the Aggregate Monetary Required Collateral Amounts will be tied to a "Monetary Liability Exposure" of 100% instead of 125% and certain provisions relating to the BTB Collateral will be revised. (e) Termination Agreement and Liability Releases. Capmark Capital and Merrill Lynch will enter into a termination and release agreement to formally terminate the Back-to- Back Agreement and settle certain other claim issues relating to a Roaring Fork Trust. The Debtors relate that the Settlement embodied in the RSA and other Transaction Documents represents a global resolution of all issues between them and Merrill Lynch relating to the LIHTC Transactions, which the Debtors believe is a significant and positive outcome for the estates. The Debtors maintain that the settlement of the claims avoids uncertain and unnecessary litigation risk, and instead provides for a resolution consistent with their approach to controlling any potential liability. According to the Debtors, the Settlement provides for the release of the claims against the estate under the Back-to-Back Agreement, which immediately relieves the estates and their creditors of approximately $61 million in unsecured deficiency claims. Moreover, the Debtors tell the Court that the restructuring of the Roaring Fork Trust avoids an unnecessarily hastened sale of the Bonds at depressed values that would eviscerate the estates' interest and potential values in the structure. A full-text copy of the RSA, together with other related documents, is available for free at: http://bankrupt.com/misc/Capmark_MerrillRSA.pdf About Capmark Financial Based in Horsham, Pennsylvania, Capmark Financial Group Inc. -- http://www.capmark.com/-- is a diversified company that provides a broad range of financial services to investors in commercial real estate-related assets. Capmark has three core businesses: lending and mortgage banking, investments and funds management, and servicing. Capmark operates in North America, Europe and Asia. Capmark has 1,000 employees located in 37 offices worldwide. On October 25, 2009, Capmark Financial Group Inc. and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 (Bankr. D. Del. Case No. 09-13684) Capmark's financial advisors are Lazard Freres & Co. LLC and Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey & LeBoeuf LLP. Richards, Layton & Finger, P.A., serves as local counsel. Beekman Advisors, Inc., is serving as strategic advisor. KPMG LLP is tax and accounting advisor. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. Capmark had total assets of US$20 billion against total debts of US$21 billion as of June 30, 2009. Protech Holdings C, LLC, an affiliate of Capmark, filed for Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No. 10-12387). The Debtor estimated assets and debts in excess of $1 billion as of the filing date. Since filing in Chapter 11, Capmark completed three sales to generate more than $1 billion cash. Berkshire Hathaway Inc. and Leucadia National Corp. bought most of the business for $468 million. Bankruptcy Creditors' Service, Inc., publishes Capmark Financial Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Capmark Financial Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) CAPMARK FIN'L: Court Sets October 25 Claims Bar Date ---------------------------------------------------- Capmark Financial Group Inc. and its units sought and obtained an order from the U.S. Bankruptcy Court to: (i) establish October 25, 2010, as the deadline by which each person or entity other than governmental units, must file a proof of claim based on prepetition claims against Protech Holdings C, LLC; (ii) establish January 25, 2011, as the deadline by which any governmental unit must file Proofs of Claim against Protech; The original Proofs of Claim must be delivered so as to the received on or before the applicable Protech Bar Date by (i) first-class mail to Capmark Claims Processing Center, c/o Epiq Bankruptcy Solutions, LLC, Grand Central Station, P.O. Box 4613, New York, 10163-4613, or (ii) overnight delivery service or hand delivery to Capmark Claims Processing Center, c/o Epiq Bankruptcy Solutions, LLC, 757 Third Avenue, 3rd Floor, New York. The Debtors have determined that Protech Holdings C, LLC has a de minimis number of creditors thereby making publication notice of Protech C's bar date an inefficient use of estate resources in the Debtors' judgment. Consequently, the Debtors sought an order which removes the requirement that the Debtors provide publication notice of Protech C's proposed bar date. The Court approved this request. About Capmark Financial Based in Horsham, Pennsylvania, Capmark Financial Group Inc. -- http://www.capmark.com/-- is a diversified company that provides a broad range of financial services to investors in commercial real estate-related assets. Capmark has three core businesses: lending and mortgage banking, investments and funds management, and servicing. Capmark operates in North America, Europe and Asia. Capmark has 1,000 employees located in 37 offices worldwide. On October 25, 2009, Capmark Financial Group Inc. and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 (Bankr. D. Del. Case No. 09-13684) Capmark's financial advisors are Lazard Freres & Co. LLC and Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey & LeBoeuf LLP. Richards, Layton & Finger, P.A., serves as local counsel. Beekman Advisors, Inc., is serving as strategic advisor. KPMG LLP is tax and accounting advisor. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. Capmark had total assets of US$20 billion against total debts of US$21 billion as of June 30, 2009. Protech Holdings C, LLC, an affiliate of Capmark, filed for Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No. 10-12387). The Debtor estimated assets and debts in excess of $1 billion as of the filing date. Since filing in Chapter 11, Capmark completed three sales to generate more than $1 billion cash. Berkshire Hathaway Inc. and Leucadia National Corp. bought most of the business for $468 million. Bankruptcy Creditors' Service, Inc., publishes Capmark Financial Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Capmark Financial Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) CASCADE BANCORP: Amends Securities Purchase Deal with Lightyear --------------------------------------------------------------- Cascade Bancorp entered into an agreement with each of David F. Bolger and an affiliate of Lightyear Fund II L.P. amending the Securities Purchase Agreements between the Company and Mr. Bolger and the Company and Lightyear dated October 29, 2009, as amended between February 16, 2010, and August 31, 2010, to extend their conditional commitments to September 30, 2010. Per the new agreement, the extended date by which conditions of closing must be satisfied is now September 30, 2010. The sales to Mr. Bolger and to Lightyear are conditioned upon the Company's simultaneous sale of shares of its common stock in additional private placements to other investors under separate written agreements such that the total net proceeds from the offerings is at least $150 million, in addition to the other closing conditions set forth in each of the Securities Purchase Agreements. About Cascade Bancorp Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its wholly-owned subsidiary, Bank of the Cascades, offers full-service community banking through 32 branches in Central Oregon, Southern Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho. Cascade Bancorp has no significant assets or operations other than the Bank. Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank of The Cascades. The rating company says that the institution currently demonstrates what it considers to be significant weaknesses and has also failed some of the basic tests it uses to identify fiscal stability. "Even in a favorable economic environment," Weiss says, "it is our opinion that depositors or creditors could incur significant risks." As of March 31, 2010, the institution's balance sheet showed $2,083,883,000 in assets. CHARTER COMMS: To Raise $1-Bil. in Senior Notes Offering -------------------------------------------------------- Charter Communications, Inc.'s subsidiary, CCO Holdings, LLC, has priced its previously announced offering of Senior Notes due 2017. The transaction was upsized to $1 billion from the initial announcement amount of $750 million. The 2017 Notes will have an annual interest rate of 7.25%, with interest paid semi-annually in April and October. The net proceeds of the proposed issuance will be used (i) to repay borrowings under one or more term loan portions of Charter Communications Operating, LLC's credit facilities, and (ii) for general corporate purposes. The 2017 Senior Notes will be sold to qualified institutional buyers in reliance on Rule 144A and outside the United States to non-U.S. persons in reliance on Regulation S. The Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Company expects, subject to market conditions, that the sale would be completed in approximately one week. About Charter Communications Based in St. Louis, Missouri, Charter Communications, Inc. (Pink OTC: CHTRQ) -- http://www.charter.com/-- is a broadband communications company and the fourth-largest cable operator in the United States. Charter Communications and more than a hundred affiliates filed voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y. Case No. 09-11435). The Hon. James M. Peck presides over the cases. Richard M. Cieri, Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at Kirkland & Ellis LLP, in New York, served as counsel to the Debtors, excluding Charter Investment Inc. Albert Togut, Esq., at Togut, Segal & Segal LLP in New York, served as Charter Investment, Inc.'s bankruptcy counsel. Charter Communications emerged from Chapter 11 under its pre- arranged Joint Plan of Reorganization, which was confirmed by the Court on Nov. 17, 2009. The Plan was declared effective Nov. 30, 2009. CITIGROUP INC: Student Loan Breakup Won't Move Fitch's Rating ------------------------------------------------------------- Fitch Ratings does not expect any rating action on Citigroup Inc., Discover Financial Services, or SLM Corporation as a result of the breakup of Student Loan Corp., which is 80% owned by Citi. The breakup transactions are expected to close in the fourth quarter of 2010, subject to shareholder approval. Under the terms of the transaction, Discover will acquire the SLC legal entity, which includes the private lending origination platform, servicing capabilities, systems, and management team. At May 31, 2010, Discover had about $820 million of private student loans on its balance sheet and this transaction will provide the company with scale in addition to expanding its school relationships and analytical capabilities. Additionally, Discover will acquire approximately $4.2 billion of private student loan assets from SLC through the acquisition of three private loan securitization trusts; SLC Private Student Loan Trust 2006-A, 2010-A, and 2010-B, at an 8.5% discount. Over 70% of the assets are covered by insurance and approximately 65% of the loans are in repayment. Discover will assume $3.4 billion of securitization debt associated with the trusts and will provide for additional funding of the assets at close, which will come from the company's ample liquidity portfolio. SLC is expected to become a subsidiary of Discover Bank, which currently has a long-term Issuer Default Rating of 'BBB', Outlook Stable from Fitch. In a separate transaction, SLM will acquire the assets and servicing rights of SLC's securitized FFELP portfolio, which amounts to approximately $28 billion. Citi will finance the purchase price of $1.2 billion with a term loan over a period of five years. Fitch had expected SLM to be a meaningful participant in the consolidation of the FFELP assets, following the passage of legislation ending the program in July 2010, and SLC had one of the largest FFELP portfolios in the industry. Fitch believes the company has ample capacity and experience to complete the transaction. For Citi, the expected after-tax loss of approximately $500 million on these transactions is considered minimal in the context of core earnings and capital. These transactions represent further progress in reducing Citi's large stockpile of non-core assets under the Citi Holdings' umbrella. As a result of these transactions, GAAP assets at Citi Holdings will decline by approximately $32 billion. Since Citi's core/non-core plan was announced in January 2009, non-core assets have been reduced to $465 billion (24% of total assets) at mid-year 2010 from $650 billion (34% of total assets) as of year-end 2008. To date in 2010, other initiatives to reduce non-core assets include the completion of the Primerica IPO, the transfer of management and proprietary interests in a fund of funds business and definitive agreements to sell the Canadian Mastercard business as well as portions of the U.S. auto and multi-family loan portfolios. In addition, various other non-core categories of assets including mortgages, home equity loans and subprime securities have been worked down further. However, dispositions of other large non-core businesses, particularly those with large consumer credit exposure, such as CitiFinancial and the retail partner card business, likely will be more difficult to achieve at least in the near term. Fitch currently rates Discover: Discover Financial Services -- Long-term IDR 'BBB'; -- Short-term IDR 'F2'; -- Individual 'B/C'; -- Senior debt 'BBB'; -- Support '5'; and -- Support floor 'NF'. Discover Bank -- Long-term IDR 'BBB'; -- Short-term IDR 'F2'; -- Individual 'B/C'; -- Short-term deposits 'F2'; -- Long-term deposits 'BBB+'; -- Support '5'; and -- Support floor 'NF'. The Rating Outlook is Stable. Fitch currently rates SLM: SLM Corporation -- Long-term IDR 'BBB-'; -- Short-term IDR 'F3'; -- Senior debt 'BBB-'; -- Short-term debt 'F3'; and -- Preferred stock 'BB'. The Rating Outlook is Stable. Fitch currently rates Citigroup Inc.: Citigroup Inc. -- Long-term IDR 'A+'; -- Senior unsecured 'A+'; -- Subordinated 'A'; -- Preferred 'C'; -- Short-term IDR 'F1+'; -- Individual 'C/D'; -- Support '1'; -- Support floor 'A+'; -- Long-term FDIC guaranteed debt at 'AAA'; -- Short-term FDIC guaranteed debt at 'F1+'. The Rating Outlook is Stable. CLAIM JUMPER: Proposes to Conduct Black Canyon-Led Auction ---------------------------------------------------------- Claim Jumper Restaurants, LLC, et al., ask for authorization from the U.S. Bankruptcy Court for the District of Delaware to sell substantially all of their assets free and clear of liens, claims, encumbrances and interests. On September 10, 2010, the Debtors entered into an agreement under which buyer GRP Acquisition Corp., an affiliate of Black Canyon Capital, LLC, will purchase substantially all of the Debtors' assets and receive assignment of certain contracts and leases, absent higher and better offers for the assets. The principal terms of GRP's stalking horse bid are: (i) cash purchase price of $24.5 million; (ii) roughly $5 million in cash to collateralize the Debtors' existing letters of credit; and (iii) the assumption of up to $23.3 million in liabilities. The closing date will be the third business day following the date on which the conditions set forth in the Agreement have been satisfied or waived. In the event that the Debtors receive offers other than that of GRP by 4:00 p.m. (Pacific Time) on October 26, 2010, an auction will be held on October 28. A sale hearing will be held by November 2. The Debtors have filed with the Court proposed Bidding Procedures. A copy of the Bidding Procedures is available for free at: http://bankrupt.com/misc/CLAIM_JUMPER_salebiddingprocedures.pdf The Debtors will provide GRP with these bid protections: (i) a break-up fee in an amount of $1 million and (ii) reimbursement of Buyer's reasonable, documented out-of- pocket expenses in conducting due diligence and negotiating and documenting the transactions contemplated by the purchase agreement, which the Debtors acknowledge to be in the amount of $500,000. Bidders, to be qualified, must offer a net purchase price for the assets in an amount at least equal to (i) the value of the Buyer's bid ($24.5 million of cash paid to the Debtors, $5 million of cash used to collateralize the Debtors' obligations under certain letters of credit, and assumption of up to $23.3 million of liabilities), plus (ii) the bid protection amount plus the initial bid increment of $100,000, for an overall net purchase price of $52.9 million. The bidder must be willing to consummate and fund the proposed transaction by no later than November 30, 2010, with an outside termination date no later than January 14, 2011. The offer must include a good faith deposit in the form of a certified check, wire transfer or such other form as is acceptable to the Debtors payable to the order of Claim Jumper Restaurants, LLC, in an amount equal to at least $1 million. Prepetition secured parties may submit a written offer that includes a "credit bid" component for the purchase of any assets upon which they have a valid, perfected lien; provided, however, that the written offer also must include (i) a cash component for the purchase of any assets that are not subject to the prepetition secured parties' liens and security interests, including, without limitation, the leases, (ii) cash sufficient to pay the carve-out, (iii) a cash component equal to the amount of the bid protection amount, and (iv) cash sufficient to pay any cure amounts and otherwise to consummate the sale. About Claim Jumper Irvine, California-based Claim Jumper Restaurants, LLC -- http://www.claimjumper.com/-- operates a chain of casual dining restaurants. It was founded in 1977. It has locations in Arizona, California, Colorado, Illinois, Nevada, Oregon, Washington, and Wisconsin. Claim Jumper filed for Chapter 11 bankruptcy protection on September 10, 2010 (Bankr. D. Del. Case No. 10-12819). The Debtor estimated its assets at $50 million to $100 million and debts at $100 million to $500 million as of the Petition Date. The Debtor's affiliate, Claim Jumper Management, LLC, filed a separate Chapter 11 petition (Bankr. D. Del. Case No. 10-12820). Curtis A. Hehn, Esq., James E. O'Neill, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the Debtors' local counsel. Milbank, Tweed, Hadley & Mccloy LLP is the Debtors' general bankruptcy counsel. Piper Jaffray & Co. is the Debtors' financial advisors and investment bankers. Kurtzman Carson Consultants LLC is the Debtors' notice, claims and solicitation agent. CLAIM JUMPER: Gets Interim Okay to Use Cash Collateral ------------------------------------------------------ Claim Jumper Restaurants, LLC, et al., sought and obtained interim authorization from the Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware to use cash collateral. The Debtors can use the cash collateral until 30 days following the September 13, 2010 interim court order. Claim Jumper owes $62,101,000 plus interest and fees under a senior secured revolving credit facility pursuant to an October 2005 credit agreement with Wells Fargo Bank, National Association, as prepetition agent, and Wells Fargo, GE Capital Franchise Finance Corporation, and Bank of the West, as lenders. The lenders assert an interest in the Debtors' assets, including their cash. Wells Fargo has advised the Debtors that each of the Lenders has consented to the use of their cash collateral. Laura Davis Jones, Esq., at Pachulski Stang Zhiel & Jones LLP, explained that the Debtors need access to the cash collateral to fund an orderly going-concern sales process of the Debtors' businesses. The Debtors will use the collateral pursuant to a weekly budget, a copy of which is available for free at: http://bankrupt.com/misc/CLAIM_JUMPER_budget.pdf In exchange for using the cash collateral, the Debtors will grant the Prepetition Lenders (i) valid and first priority perfected security interests in, and liens on all of the Debtors' right, title, and interests in, to and under all of the Debtors' present and after acquired assets; (ii) valid and perfected replacement security interests in, and liens on the Debtors' right, title and interest in, to and under all of the Debtors' present and after acquired assets; and (iv) a superpriority claim. The Debtors will pay all reasonable fees, costs and charges incurred by the Prepetition Agent. The Court has set a final hearing for October 6, 2010, at 3:30 p.m., on the Debtors' request to use cash collateral. The Prepetition Agent is represented by Raniero D'Aversa, Esq. -- rdaversa@orrick.com -- at Herrington & Sutcliffe LLP; and Laura Metzger, Esq. -- lmetzger@orrick.com -- at Herrington & Sutcliffe LLP. About Claim Jumper Irvine, California-based Claim Jumper Restaurants, LLC -- http://www.claimjumper.com/-- operates a chain of casual dining restaurants. It was founded in 1977. It has locations in Arizona, California, Colorado, Illinois, Nevada, Oregon, Washington, and Wisconsin. Claim Jumper filed for Chapter 11 bankruptcy protection on September 10, 2010 (Bankr. D. Del. Case No. 10-12819). The Debtor estimated its assets at $50 million to $100 million and debts at $100 million to $500 million as of the Petition Date. The Debtor's affiliate, Claim Jumper Management, LLC, filed a separate Chapter 11 petition (Bankr. D. Del. Case No. 10-12820). Curtis A. Hehn, Esq., James E. O'Neill, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the Debtors' local counsel. Milbank, Tweed, Hadley & Mccloy LLP is the Debtors' general bankruptcy counsel. Piper Jaffray & Co. is the Debtors' financial advisors and investment bankers. Kurtzman Carson Consultants LLC is the Debtors' notice, claims and solicitation agent. CORNERSTONE E & P: Legal Fees Awarded Under Okla. Lien Law ---------------------------------------------------------- WestLaw reports that a cause of action to enforce a mineral contractor's lien, such as may support a request for prevailing party attorney fees under Oklahoma law by a mineral contractor [42 Okla. St. Ann. Sec. 176], was not limited to proceedings to foreclose on such a lien. Rather, it was broad enough to include a declaratory judgment action brought by mineral contractors in the Chapter 11 case of a bankrupt oil and gas exploration and production company, in which the mineral contractors sought a determination that their liens were entitled to priority over a competing mortgage held by bank on debtor's working interests in oil and gas property. In re Cornerstone E & P Company, L.P., --- B.R. ----, 2010 WL 3342203 (Bankr. N.D. Tex.) (Houser, J.). Headquartered in Irving, Tex., Cornerstone E & P Company LP operates an oil and gas exploration business. The Company and its affiliate, Cornerstone Southwest GP LLC, filed for Chapter 11 protection (Bankr. N.D. Tex Case Nos. 09-35228 and 09-35229) on Aug. 6, 2009. Stephen M. Pezanosky, Esq., John C. Middleton, Esq., and Scott W. Everett, Esq., at Haynes and Boone, LLP, in Dallas, Tex., represent the Debtors in their restructuring efforts. The Debtors estimated their assets at $10 million to $50 million and their debts at $50 million to $100 million at the time of the filing. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in the Debtors' cases in August 2009. COYOTES HOCKEY: Hulsizer, Prospective Buyer, Deposits $25 Million ----------------------------------------------------------------- Mike Sunnucks at Phoenix Business Journal reports that Matthew Hulsizer, the chief executive officer of Chicago investment firm Peak6 Investments LP, has deposited $25 million into escrow for the purchase of Phoenix Coyotes. The NHL will draw on the fund to cover losses by the Phoenix Coyotes franchise pending a sale to a new owner. The city of Glendale stated it has met the National Hockey League deadline for finding a qualified buyer, who will keep the team in Glendale. The prospective buyer has requested confidentiality with the City as negotiations are ongoing. The city of Glendale has until Dec. 31, 2010, to complete the sale in Arizona otherwise the NHL will market the Coyotes to group outside the Phoenix market. NHL acquired the team for $140 million in October 2009 during Chapter 11 bankruptcy proceedings. NHL said it wants to sell the team for $170 million. About Coyotes Hockey Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of the Phoenix Coyotes National Hockey League team -- filed for Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on May 5, 2009. The Debtors are represented by Thomas J. Salerno, Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate their assets and liabilities are between $100 million and $500 million. In the third quarter of 2009, Judge Redfield T. Baum approved the sale of the Phoenix Coyotes to the National Hockey League, which had bought the team to quash a plan by bidder Jim Balsillie's to move the team to Ontario, Canada. Coyotes was sent to Chapter 11 to effectuate a sale by owner Jerry Moyes to Mr. Balsillie. The NHL is in the process of selling the team. CRYOPORT INC: Names Bartholomew as Chief Commercialization Officer ------------------------------------------------------------------ CryoPort, Inc., has named Michael Bartholomew as chief commercialization officer. Mr. Bartholomew will be paid a monthly base salary of $18,750 and he will be eligible for an incentive bonus targeted at 30% of his annual base salary. Additionally, on September 10, 2010, Mr. Bartholomew was granted: i) an option to purchase 150,000 shares of the Company's common stock at an exercise price of $0.78 per share, which was the closing price of the Company's common stock on September 10, 2010, subject to vesting over four years beginning six months after continuous employment and thereafter vesting in equal six-month installments, and ii) an option to purchase 100,000 shares of the Company's common stock at an exercise price of $0.78 per share that will fully vest when the Company achieves six-months of sustainable positive cash flow. Mr. Bartholomew has 20 years experience in marketing, sales and sales management in the pharmaceuticals and materials industries. Since 2009, Mr. Bartholomew has been providing sales and marketing consulting services to life science supply chain companies through his company Bartholomew & Partners, LLC. Between 2006 and 2009, he was Vice President, Sales and Marketing for DDN Pharmaceutical Logistics where he developed and launched several commercial initiatives that achieved sustained sales growth. For a period in 2006, he was Vice President, Sales and Marketing for Alby Materials. Prior to that, he served for about fifteen years at Pfizer, Inc. in sales and sales management positions. Going Concern KMJ Corbin & Company LLP expressed substantial doubt about CryoPort'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 0-degree Celsius. DEAN JOHNSON: Case Summary & 4 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Dean T. Johnson 7500 Placid Avenue Columbus, OH 43085 Bankruptcy Case No.: 10-61094 Chapter 11 Petition Date: September 16, 2010 Court: United States Bankruptcy Court Southern District of Ohio (Columbus) Judge: C. Kathryn Preston Debtor's Counsel: Robert E. Bardwell, Esq. 995 South High Street Columbus, OH 43206 Tel: (614) 445-6757 Fax: (614) 224-4870 E-mail: rbardwell@ohiobankruptlaw.com Scheduled Assets: $1,588,046 Scheduled Debts: $1,320,158 A list of the Debtor's four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ohsb10-61094.pdf DEER RUN: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: Deer Run Lake Hunting & Camping Resort, Inc. P.O. Box 15533 Hattiesburg, MS 39404 Bankruptcy Case No.: 10-52176 Chapter 11 Petition Date: September 16, 2010 Court: United States Bankruptcy Court Southern District of Mississippi (Gulfport Divisional Office) Judge: Neil P. Olack Debtor's Counsel: Jeffrey Kyle Tyree, Esq. HARRIS JERNIGAN & GENO, PPLC P.O. Box 3380 Ridgeland, MS 39158-3380 Tel: (601) 427-0048 Fax: (601) 427-0050 E-mail: jktyree@harrisgeno.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Rodney Mitchell, president. DENNY'S CORP: COO Robert Rodriguez Acquires 250,000 RSUs -------------------------------------------------------- Robert Rodriguez, EVP and chief operating officer of Denny's Corp., reported acquiring 250,000 restricted stock units of the Company on September 13, 2010. According to Mr. Rodriguez's Form 4 filing with the Securities and Exchange Commission, 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 hurdles for 20 consecutive trading days, and subject to the participant's continued employment with the Company. In a separate Form 3 filing, also on September 13, Mr. Rodriguez said he doesn't hold any securities in the company -- other than the RSUs. Mr. Rodriguez was named as Denny's COO in August. Meanwhile, Denny's director Donald C. Robinson disclosed in a Form 3 filing on September 13 that he doesn't hold any securities in the company. As of July 30, 2010, 99,623,334 shares of Denny's common stock, par value $.01 per share, were outstanding. 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. As reported by the Troubled Company Reporter on Sept. 15, Standard and Poor's affirmed Denny's Corp.'s corporate credit rating at 'B+'. DILLARD LAND: Section 341(a) Meeting Scheduled for Oct. 14 ---------------------------------------------------------- The U.S. Trustee for Region 21 will convene a meeting of Dillard Land Investments, LLC's creditors on October 14, 2010, at 9:00 a.m. The meeting will be held at Third Floor - Room 368, Russell Federal Building, 75 Spring Street SW, Atlanta, GA 30303. 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. Atlanta, Georgia-based Dillard Land Investments, LLC, filed for Chapter 11 bankruptcy protection on September 7, 2010 (Bankr. N.D. Ga. Case No. 10-86573). Herbert C. Broadfoot, II, Esq., at Ragsdale, Beals, Seigler, et al., assists the Debtor in its restructuring effort. The Debtor estimated assets at $10 million to $50 million and debts at $1 million to $10 million as of the Petition Date. DISCOVER FINANCIAL: Student Loan Breakup Won't Move Fitch's Rating ------------------------------------------------------------------ Fitch Ratings does not expect any rating action on Citigroup Inc., Discover Financial Services, or SLM Corporation as a result of the breakup of Student Loan Corp., which is 80% owned by Citi. The breakup transactions are expected to close in the fourth quarter of 2010, subject to shareholder approval. Under the terms of the transaction, Discover will acquire the SLC legal entity, which includes the private lending origination platform, servicing capabilities, systems, and management team. At May 31, 2010, Discover had about $820 million of private student loans on its balance sheet and this transaction will provide the company with scale in addition to expanding its school relationships and analytical capabilities. Additionally, Discover will acquire approximately $4.2 billion of private student loan assets from SLC through the acquisition of three private loan securitization trusts; SLC Private Student Loan Trust 2006-A, 2010-A, and 2010-B, at an 8.5% discount. Over 70% of the assets are covered by insurance and approximately 65% of the loans are in repayment. Discover will assume $3.4 billion of securitization debt associated with the trusts and will provide for additional funding of the assets at close, which will come from the company's ample liquidity portfolio. SLC is expected to become a subsidiary of Discover Bank, which currently has a long-term Issuer Default Rating of 'BBB', Outlook Stable from Fitch. In a separate transaction, SLM will acquire the assets and servicing rights of SLC's securitized FFELP portfolio, which amounts to approximately $28 billion. Citi will finance the purchase price of $1.2 billion with a term loan over a period of five years. Fitch had expected SLM to be a meaningful participant in the consolidation of the FFELP assets, following the passage of legislation ending the program in July 2010, and SLC had one of the largest FFELP portfolios in the industry. Fitch believes the company has ample capacity and experience to complete the transaction. For Citi, the expected after-tax loss of approximately $500 million on these transactions is considered minimal in the context of core earnings and capital. These transactions represent further progress in reducing Citi's large stockpile of non-core assets under the Citi Holdings' umbrella. As a result of these transactions, GAAP assets at Citi Holdings will decline by approximately $32 billion. Since Citi's core/non-core plan was announced in January 2009, non-core assets have been reduced to $465 billion (24% of total assets) at mid-year 2010 from $650 billion (34% of total assets) as of year-end 2008. To date in 2010, other initiatives to reduce non-core assets include the completion of the Primerica IPO, the transfer of management and proprietary interests in a fund of funds business and definitive agreements to sell the Canadian Mastercard business as well as portions of the U.S. auto and multi-family loan portfolios. In addition, various other non-core categories of assets including mortgages, home equity loans and subprime securities have been worked down further. However, dispositions of other large non-core businesses, particularly those with large consumer credit exposure, such as CitiFinancial and the retail partner card business, likely will be more difficult to achieve at least in the near term. Fitch currently rates Discover: Discover Financial Services -- Long-term IDR 'BBB'; -- Short-term IDR 'F2'; -- Individual 'B/C'; -- Senior debt 'BBB'; -- Support '5'; and -- Support floor 'NF'. Discover Bank -- Long-term IDR 'BBB'; -- Short-term IDR 'F2'; -- Individual 'B/C'; -- Short-term deposits 'F2'; -- Long-term deposits 'BBB+'; -- Support '5'; and -- Support floor 'NF'. The Rating Outlook is Stable. Fitch currently rates SLM: SLM Corporation -- Long-term IDR 'BBB-'; -- Short-term IDR 'F3'; -- Senior debt 'BBB-'; -- Short-term debt 'F3'; and -- Preferred stock 'BB'. The Rating Outlook is Stable. Fitch currently rates Citigroup Inc.: Citigroup Inc. -- Long-term IDR 'A+'; -- Senior unsecured 'A+'; -- Subordinated 'A'; -- Preferred 'C'; -- Short-term IDR 'F1+'; -- Individual 'C/D'; -- Support '1'; -- Support floor 'A+'; -- Long-term FDIC guaranteed debt at 'AAA'; -- Short-term FDIC guaranteed debt at 'F1+'. The Rating Outlook is Stable. EAST BAY: Section 341(a) Meeting Scheduled for Oct. 4 ----------------------------------------------------- The U.S. Trustee for Region 17 will convene a meeting of East Bay Associates, LLC's creditors on October 4, 2010, at 11:00 a.m. The meeting will be held at Office of the U.S. Trustee, 1301 Clay Street, Room 680N, Oakland, CA 94612. 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. Martinez, California-based East Bay Associates, LLC, filed for Chapter 11 bankruptcy protection on September 9, 2010 (Bankr. N.D. Calif. Case No. 10-70345). Benjamin W. Tipton, III, Esq., at the Law Offices of Platt And Platt, assists the Debtor in its restructuring effort. The Debtor estimated its assets at $10 million to $50 million in assets and $1 million to $10 million in debts as of the Petition Date. ELITE PHARMACEUTICALS: Inks License Agreement with Precision Dose ----------------------------------------------------------------- Elite Pharmaceuticals Inc. signed a license agreement and a manufacturing and supply agreement with Precision Dose Inc., which has a wholly owned subsidiary, TAGI Pharma, Inc., which will distribute the products covered by the agreement. Pursuant to the License Agreement, TAGI Pharma will market and sell four Elite generic products in the United States, Puerto Rico and Canada. Elite will receive a license fee and milestone payments and Elite will manufacture the Products. The license fee will be computed as a percentage of the gross profit, as defined in the License Agreement, earned by TAGI Pharma as a result of sales of the products. The license fee is payable monthly for the term of the License Agreement. The milestone payments will be paid in 6 installments. The first installment was paid upon execution of the License Agreement and the remaining installments are to be paid upon FDA approval and initial shipment of the products to Precision Dose. Two of the Products, hydromorphone hydrochloride, 8 mg, and naltrexone hydrochloride, 50 mg, are approved products recently purchased by Elite and currently being transferred to Elite. Collectively, the brand products and their generic equivalents had total annual sales of approximately $120 million in 2009. Elite also announced the acquisition of an Abbreviated New Drug Application for a generic product from Epic Pharma LLC. The right to market this product was licensed to Precision Dose pursuant to the License Agreement described above. The acquisition of the ANDA will close on the later of 60 days from the date of the purchase agreement or upon receipt of FDA approval of the ANDA. Upon the closing, Elite will pay a portion of the purchase price, while the remainder of the purchase price will be paid in quarterly installments over a period of three years, beginning at the end of the first full quarter following the closing. The brand product and its generic equivalents had annual sales of approximately $39 million in 2009. "The Agreement with Precision Dose and TAGI Pharma and the acquisition of an additional generic product continue Elite's strategy of leveraging the manufacturing and development expertise of the company into products that we believe can generate positive cash flow to support and expand our research activities," stated Jerry Treppel, Chairman and CEO. "Our Agreements with Elite precisely implement TAGI Pharma's business plan to co-develop, buy, or license select products to bring to the marketplace. This collaboration of our areas of expertise will maximize the strengths and specialties of both companies in the highly competitive generic pharmaceutical market. We anticipate a long and productive relationship with Elite in connection with these Products and future items" said Robert Koopman, President and CEO of Precision Dose and its wholly-owned subsidiary, TAGI Pharma, Inc. About Elite Pharmaceuticals Northvale, N.J.-based Elite Pharmaceuticals, Inc. (OTC BB: ELTP) -- http://www.elitepharma.com/-- is a specialty pharmaceutical company principally engaged in the development and manufacture of oral, controlled-release products, using proprietary technology. The Company has two products, Lodrane 24(R) and Lodrane 24D(R), currently being sold commercially. The Company's balance sheet at March 31, 2010, showed $10.6 million in assets, $21.2 million of liabilities, and a stockholders' deficit of $10.6 million. Demetrius & Company, L.L.C., in Wayne, New Jersey, 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 experienced significant losses and negative operating cash flows resulting in a working capital deficiency and shareholders' deficit. EMISPHERE TECHNOLOGIES: Registers 8.1-Mil. Shares for Resale ------------------------------------------------------------ Emisphere Technologies, Inc., filed with the Securities and Exchange Commission a FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 and accompanying prospectus relating to the offer for sale by existing holders of its common stock of 8,140,496 shares of common stock, par value $0.01 per share, including 3,488,784 shares of common stock issuable upon exercise of the warrants held by the selling security holders. All of the shares of common stock subject to the prospectus are being sold by the selling security holders. It is anticipated that the selling security holders will sell these shares of common stock from time to time in one or more transactions, in negotiated transactions or otherwise, at prevailing market prices or at prices otherwise negotiated. Emisphere will not receive any proceeds from the sales of shares of common stock by the selling security holders. Emisphere has agreed to pay all fees and expenses incurred by the Company incident to the registration of the common stock, including SEC filing fees. Each selling security holder will be responsible for all costs and expenses in connection with the sale of their shares of common stock, including brokerage commissions or dealer discounts. A full-text copy of the Registration Statement and Prospectus is available at no charge at http://ResearchArchives.com/t/s?6b57 About Emisphere Technologies Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc. (OTC BB: EMIS) -- http://www.emisphere.com/-- is a biopharmaceutical company that focuses on a unique and improved delivery of pharmaceutical compounds and nutritional supplements using its Eligen(R) Technology. The Eligen(R) Technology can be applied to the oral route of administration as well other delivery pathways, such as buccal, rectal, inhalation, intra-vaginal or transdermal. * * * The Company's balance sheet at June 30, 2010, showed $3.11 million in total assets, $76.51 million in total liabilities, and a $73.41 million stockholders' deficit. FILENCIO GARAY: Case Summary & 11 Largest Unsecured Creditors ------------------------------------------------------------- Joint Debtors: Filencio Valentin Garay Nilda Maria Diaz Monclova URB Crown Hills 124 Winston Churchill Ave San Juan, PR 00926 Bankruptcy Case No.: 10-08582 Chapter 11 Petition Date: September 16, 2010 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Victor Gratacos Diaz, Esq. VICTOR GRATACOS-DIAZ LEGAL OFFICE P.O. Box 7571 Caguas, PR 00726 Tel: (787) 746-4772 E-mail: vgratacd@coqui.net Scheduled Assets: $4,273,991 Scheduled Debts: $1,758,947 A list of the Joint Debtors' 11 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/prb10-08582.pdf FRED FOX: Fox Co. Employee Claims Must Be Filed by Oct. 15 ---------------------------------------------------------- If You Were an Employee of Fox Co., Inc., on or after May 31, 2002, A Class Action Lawsuit Could Affect Your Rights PLEASE NOTE THAT IF YOU ARE A CLASS MEMBER, YOU MAY BE ENTITLED TO SHARE IN THE PROCEEDS OF THE SETTLEMENTS DESCRIBED IN THIS NOTICE. Your rights may be affected by a lawsuit pending in the Pierce County Superior Court, Cause No. 05-2-08756-6 and captioned Curry v. Fox Co., Inc. The pleadings and other records in this litigation may be examined and copied during regular business hours at the Office of the Superior Court, 930 Tacoma Avenue South, Room 110, Tacoma, WA 98402. You may also obtain documents for your review from class counsel at the address listed below. Am I a Member of the Class? The class definition includes the following members: "All non- salaried employees of Fox Co., Inc., who worked for Fox Co., Inc., at anytime between May 31, 2002, through December 31, 2005, and were compensated as a piece rate worker whether now employed by Fox Co., Inc. or not. What is the lawsuit about? Defendants Fred Fox and Darcy Fox have filed for bankruptcy protection under Western Washington Bankruptcy Court Case No.09- 48718. Any payment to class claimant by Fred Fox and Darcy Fox will be paid on a pro-rata basis in relation to other unsecured claims filed in this bankruptcy case. Pursuant to Pierce County Superior Court Order dated September 15, 2006, the Court granted liability under RCW 49.46.130 for unpaid overtime wages owed to hourly employees, liability under RCW 49.46.130 for unpaid overtimes wages owed to piece rate workers, and liability under RCW 49.52.070 for willful failure to pay overtime wages owed to hourly employees and piece workers against Fox Co., Inc., Fred Fox, Jane Doe Fox, and Melody Fox. Prior to the bankruptcy filing of Fred and Darcy Fox, Defendants reached a settlement with Plaintiff's class in which Defendants would pay to the class claimants, pursuant to the claims process, a total amount not to exceed $450,000 and not less than $200,000! . Rights and Obligations of Class Members If you believe you are a claimant and you would like to obtain a form to submit a claim or object to this process, please read the information in this paragraph. To share in the benefits of the proposed settlement, you must be a class member who was employed by Fox Company Inc. as a piece rate worker and received a paycheck, between the dates of May 31, 2002 and December 31, 2005. You must also complete a Proof of Claim Form that can be obtained by writing or calling: Brian L. Budsberg at the number and address listed below. You may also obtain a claim form by visiting the Web site http://curryvfox.com/and downloading a claim form. In order to for your claim to be submitted in a timely manner, you must complete and post mark your completed proof of claim to: Brian L. Budsberg, Esq. Budsberg Law Group, P.L.L.C. P.O. Box 1489 Olympia, WA 98507 Telephone: (360) 584-9093 E-mail: trustee@budsberg.com by October 15, 2010. All claims must be postmarked or delivered to the firm no later than October 15, 2010. You may have received a claim form and copy of this notice by mail at your last known address. Additionally, if you object to this process please file your objection with the bankruptcy court by submitting this objection to the bankruptcy court by submitting your objection the bankruptcy court 1717 Pacific Avenue, Suite 2209, Courtroom I, Tacoma, Washington 98402 during regular business hours and submitting a copy of your objection to Brian L. Budsberg at the address listed above. * * * Fred A. Fox and Darcy Fox sought chapter 11 protection (Bankr. W.D. Wash. Case No. 09-48718) on Nov. 20, 2009; are represented by Benjamin J. Riley, Esq. -- ben@budsberg.com -- and Brian L. Budsberg, Esq., at Brian L Budsberg PLLC in Olympia, Wash.; and estimate that assets will be available from their estate for distribution to unsecured creditors. FUN VALLEY: Case Summary & 7 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Fun Valley Park Inc. P.O. Box 93 Camuy, PR 00612 Bankruptcy Case No.: 10-08563 Chapter 11 Petition Date: September 16, 2010 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Brian K. Tester Debtor's Counsel: Wigberto Lugo Mender, Esq. LUGO MENDER & CO Centro Internacional De Mercadeo Carr 165 Torre 1 Suite 501 Guaynabo, PR 00968 Tel: (787) 707-0404 E-mail: wlugo@lugomender.com Scheduled Assets: $2,806,723 Scheduled Debts: $2,961,177 A list of the Company's seven largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/prb10-08563.pdf The petition was signed by Rafael Aviles Cordero, president. GAMETECH INT'L: Lenders Extend Forbearance until October 31 ----------------------------------------------------------- GameTech International Inc. and Bank of the West and U.S. Bank National Association entered on Aug. 17, 2010, into a First Amendment to Forbearance Agreement and Fourth Modification to Loan Agreement on August 12, 2010, pursuant to which the Lenders agreed to forbear from exercising certain rights and remedies under the Company's senior secured credit facility as a result of certain defaults existing as of June 21, and the Company's failure to make the required payments of principal and interest due under the term loan at July 31 through August 31 or earlier upon the occurrence of a subsequent default or breach of the Fourth Amendment. On September 15, 2010, the Company entered into a Second Amendment to Forbearance Agreement and Fifth Loan Modification Agreement with the Lenders, pursuant to which the Lenders agreed to forbear from exercising certain rights available to them under the Company's senior secured credit facility until October 31, 2010 or earlier upon the occurrence of: i) the resignation or termination of the Chief Executive Officer of the Company or Morris-Anderson & Associates, Ltd., as consultant to the Company; or ii) a subsequent default or breach of the Fifth Amendment. The Fifth Amendment was entered into following the Company's failure to make the following required payments of principal and interest on August 31, 2010: i) a quarterly installment of principal under the term loan in the amount of $1,087,647; ii) a monthly installment of interest on the unpaid balance of the term loan in the amount of $68,230; and iii) payment of the unpaid principal balance of the revolver in the amount of $750,000. The Fifth Amendment extends the due date on these payments from August 31 to October 31, 2010. Additionally, the Fifth Amendment defers payment of 3% of the interest accruing on the term loan until October 31. The Fifth Amendment also contains additional covenants that, among other things, require the Company to retain a consultant that is acceptable to the Company and the Lenders, limit the aggregate amount of cash disbursements that the Company can make with respect to certain business segments during the Forbearance Period, and increases a previously established limit on the aggregate amount of capital expenditures that may be made. In consideration for our Lenders entering into the Fifth Amendment, the Company paid U.S. Bank, as agent for the Lenders, a forbearance fee in an amount equal to $10,000. The outstanding balance under the term loan is $25,176,470 and the outstanding balance under the revolver is $750,000. The outstanding balance under the Company's term loan continues to be subject to the Default Rate of 9.79%, and the outstanding balance under the Company's revolver continues to be subject to a Default Rate of 5.82%. The Company said, "all of the Financial Covenant Defaults and Payment Defaults continue to remain uncured. While the Company does not expect to have adequate cash to make the requisite payments on October 31, 2010 in accordance with the Fifth Amendment, the Company is involved in ongoing negotiations with its Lenders to further extend the Forbearance Period, obtain waivers, and/or otherwise reach a satisfactory agreement. Although we remain optimistic a resolution can be reached with our Lenders, a failure to extend the Forbearance Agreement, obtain waivers and/or reach a satisfactory agreement in a timely manner will likely result in all amounts outstanding under the current credit facility becoming immediately due and payable, which would lead to the financial and operational failure of the Company." A full-text copy of the Second Amendment of the Forbearance Agreement is available for free at: http://ResearchArchives.com/t/s?6b4d Forbearance Agreement with Bank of the West The Company entered into a loan agreement with Bank of the West on April 9, 2010 which provides for a $1.8 million revolving credit facility. On September 3, the Company received a notice of technical default from the Lender in accordance with the terms of the Line of Credit. On September 15, the Company entered into a Forbearance Agreement with the Lender. The Line of Credit Forbearance provides that the Lender will forbear from exercising any rights and remedies under the Line of Credit as a result of the existing defaults through October 31, 2010 or earlier upon the occurrence of one or more events of default other than the Specified Events of Defaults or a breach by the Company of the Line of Credit Forbearance. The Specified Events of Defaults are defined as the Financial Covenant Defaults and Payment Defaults existing under the Fifth Amendment with Bank of the West and US Bank, as Lenders. The Line of Credit Forbearance also provides that the Lender will not make any further advances to the Company under the Line of Credit and that the Company shall continue to make interest payments at the non- default rate. In consideration for the Lender entering into the Line of Credit Forbearance, the Company paid the Lender a forbearance fee in an amount equal to $1,000. As of September 15, 2010, the Company had approximately $1.27 million outstanding under the Line of Credit. The outstanding balance under the Line of Credit is subject to a non- default rate or 4.25%. A full-text copy of the Line of Credit Forbearance Agreement is available for free at: http://ResearchArchives.com/t/s?6b4c Based in Reno, Nevada, GameTech develops and manufactures gaming entertainment products and systems. GameTech holds a significant position in the North American bingo market with its interactive electronic bingo systems, portable and fixed-based gaming units, and complete hall management modules. It also holds a significant position in select North American VLT markets, primarily Montana, Louisiana, and South Dakota, where it offers video lottery terminals and related gaming equipment and software. It also offers Class III slot machines and server-based gaming systems. GENERAL GROWTH: Reaches Agreement With Heirs of Howard Hughes ------------------------------------------------------------- General Growth Properties, Inc. has reached an agreement to settle its dispute with the heirs of Howard Hughes regarding the Summerlin planned community in Las Vegas, NV. Under the terms of the agreement, GGP will pay $230 million to the Hughes heirs in exchange for a full release and settlement of all claims against GGP and its affiliates. The amount will be paid shortly after GGP's emergence from bankruptcy. Ten million dollars will be paid in cash and the remaining $220 million may be paid either in cash or in shares of new GGP common stock at the election of the company. "We are very pleased to reach a mutually beneficial settlement agreement with the heirs of Howard Hughes regarding Summerlin," said Thomas H. Nolan Jr., president and chief operating officer of GGP. "With this agreement, GGP settles one of the last remaining material issues impacting the capital structure of the new GGP and 'Spinco' as we continue our steady march toward emergence from bankruptcy. It has always been our preference to reach an agreement with the Hughes heirs, with whom we have had a very successful venture for many years. The Summerlin master planned community is one of the premier communities in the nation and has a long track record of strong and consistent financial performance. It is indicative of the type and quality of assets that will comprise 'Spinco', the GGP spin-off company that will consist of our portfolio of master planned communities and other real estate assets with long-term value creation potential." The Summerlin master planned community spans 22,500 acres along the western rim of the Las Vegas Valley located approximately 12 miles from downtown Las Vegas. Currently home to nearly 100,000 residents, Summerlin includes hundreds of neighborhoods and dozens of villages - all connected by a 150-mile-long trail system and nearly 150 parks. Summerlin is located adjacent to Red Rock Canyon National Conservation Area, a world-class hiking and rock climbing destination With 26 public and private schools, four institutions of higher learning, nine golf courses, major health and medical centers, business parks, shopping centers, cultural facilities and more than a dozen houses of worship, Summerlin is a multi-generational and fully integrated community. Since its inception in the early 1990s, Summerlin has consistently ranked in the Robert Charles Lesser annual poll of Top Ten Master Planned Communities in the nation, and Summerlin still has more than 7,500 acres left to develop. The settlement agreement is subject to approval of the Bankruptcy Court as part of the plan of reorganization process. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: China's SAIC May Participate in IPO --------------------------------------------------- The Wall Street Journal's Sharon Terlep reports people familiar with the matter said that SAIC Motor Corp., China's biggest auto maker, hasn't decided whether to participate in General Motors Co.'s initial public offering but has expressed an interest in doing so. According to Ms. Terlep, SAIC's interest in possibly buying a stake in GM raises the dicey issue for the U.S. government over foreign investment in the Detroit company. SAIC has built cars with GM in China since the 1990s. The Journal relates GM declined to comment about SAIC. The Journal says the Chinese auto maker said only that it is closely watching the GM offering. SAIC's interest was first reported by Reuters news service. According to the Journal, the Treasury is worried about the political reaction if non-U.S. investors, such as sovereign-wealth funds or a Chinese company, are allowed to acquire a significant stake in GM after U.S. taxpayers spent $50 billion to assist the company through bankruptcy reorganization. "Critics will publicly blast the Obama administration for using taxpayer money to fund foreign ownership in an American icon," said Morningstar automotive equities analyst David Whiston, according to the Journal. Yet restricting foreigners from buying stock in the IPO would be impractical since the shares would be available on the public market, he said. The Associated Press reported Monday that a U.S. Treasury Department statement said foreign investors could be asked to buy a stake in GM when it sells stock to the public. GM would not comment Sunday on reports that talks are under way with China's SAIC about buying GM shares. The AP notes the Treasury statement, dated Saturday, said investors will be sought across "multiple geographies." The U.S. Treasury loaned GM about $50 billion to help it through bankruptcy protection in 2009. GM has repaid $6.7 billion and the rest was converted to a 61% government stake in the company. About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At June 30, 2010, GM had $131.899 billion in total assets, $101.00 billion in total liabilities, $6.998 billion in preferred stock, and $23.901 billion in stockholders' equity. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GIBBS PATRICK: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Gibbs Patrick Farms, Inc. P.O. Box 518 Omega, GA 31775 Bankruptcy Case No.: 10-71501 Chapter 11 Petition Date: September 16, 2010 Court: U.S. Bankruptcy Court Middle District of Georgia (Valdosta) Judge: John T. Laney, III Debtor's Counsel: Austin E. Carter, Esq. STONE AND BAXTER, LLP 577 Mulberry Street, Suite 800 Macon, GA 31201 Tel: (478) 750-9898 E-mail: acarter@stoneandbaxter.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by James Gibbs Patrick, Jr., CEO. Debtor-affiliates filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Heritage Farms, LLC 10-71502 09/16/10 Patrick Farms Partnership 10-71203 08/02/10 Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Heritage Farms, LLC Loan to Farm $900,000 165 College Avenue Omega, GA 31775 Pratt Industries, Inc. Trade Debt $352,788 Pratt Corrugated Holdings PO Box 933949 Atlanta, GA 31193-3949 Sieger Seed Co. Trade Debt $187,797 13031 Reflections Drive Holland, MI 49424 Chep USA Trade Debt $178,512 United Irrigation Trade Debt $150,613 LECO Industries, Inc. Trade Debt $134,093 First Community Bank Lott Farm $106,958 Omega Farm Supply Trade Debt $105,956 AgGeorgia Farm Credit Buck Moore Farm $103,450 Georgia Pacific Trade Debt $100,563 Seminis Vegetable Seeds Trade Debt $94,410 Johnson Oil Co. Trade Debt $79,768 IFCO-US Trade Debt $72,799 Koppert Biological Systems, Inc. Trade Debt $60,411 Seedway Trade Debt $53,867 East Coast Agri Technologies Trade Debt $45,828 Clifton Seed Company Trade Debt $42,116 Champion Seed Company Trade Debt $38,877 The Wendling Co. Sales Commissions $25,128 T&T Industries, Inc. Trade Debt $22,695 GRACEWAY PHARMACEUTICALS: S&P Cuts Corp. Credit Rating to 'SD' -------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Bristol, Tenn.-based Graceway Pharmaceuticals LLC to 'SD' from 'B-'. At the same time, S&P lowered its issue-level rating on the company's senior secured bank credit facility to 'CC' from 'B-', and placed that facility on CreditWatch with developing implications. S&P also lowered the issue-level rating on the secured second-lien bank loan to 'D' from 'CCC'. These actions follow the company's failure to make an Aug. 31, 2010 interest payment on its second-lien loan. The 'SD' rating on Graceway reflects the company's failure to make an Aug. 31, 2010 interest payment on its $330 million second-lien term loan, which triggered a cross-default. The failure to make the interest payment follows the expiration of the pediatric exclusivity on the compound patent for Adara in February 2010 and the unsuccessful legal barriers to block the introduction of a generic. The subsequent launch of a generic competitor drug to Aldara resulted in sales sharply declining in the second quarter. The recent introduction of Zyclara, Graceway's follow-on drug to Aldara, have not been sufficient to offset declining Aldara sales. S&P will monitor the company's efforts to conduct amendment negotiations over the next six weeks on its 4.25x leverage covenant, as well as its ability to produce a formal term sheet over the next 20 days on both term loans. The term sheet will amended pricing, paydowns, and include a covenant forbearance. The placement of the senior secured bank credit facility on CreditWatch with developing implications reflects the fact that Graceway has until Oct. 29, 2010 to conduct amendment negotiations on its 4.25x leverage covenant, as well as the company's indication to lenders that it will have a formal term sheet in less than 20 days amending both term loans. Further rating action will await developments on the success of efforts to amend the term loans. GRAHAM PACKAGING: To Issue $250MM Notes to Buy Liquid Container --------------------------------------------------------------- Graham Packaging Company Inc. said intends to offer $250 million aggregate principal amount of senior unsecured notes due 2018. The Company said it plans to use the net proceeds from the offering, along with borrowings under its senior secured credit facility and cash on hand, to finance the previously announced acquisition of Liquid Container L.P. The Notes will be co-issued with the Company's subsidiary, GPC Capital Corp. I, and guaranteed by their parent company, Graham Packaging Holdings Company, and certain of the Company's domestic subsidiaries. About Graham Packaging Headquartered in York, Pennsylvania, Graham Packaging Holdings Company, -- http://www.grahampackaging.com/-- the parent company of Graham Packaging Company, L.P., is engaged in the design, manufacture and sale of customized blow molded plastic containers for the branded food and beverage, household, automotive lubricants and personal care/specialty product categories. As of the end of June 2008, the company operated 83 manufacturing facilities throughout North America, Europe and South America. The Company's balance sheet for June 30, 2010, showed $2.09 billion in total assets, $368.26 million total current liabilities, $2.20 billion in long term debt, $17.57 million in deferred income taxes, $91.73 million in other non-current liabilities, and a stockholders' deficit of $586.82 million. Graham Packaging carries 'B' issuer credit ratings from Standard & Poor's. Moody's Investors Service revised the ratings outlook for Graham Packaging Company L.P. to stable from developing and affirmed the B2 Corporate Family Rating. Moody's also rated approximately $600 million of new debt issued to finance the recently announced acquisition of Liquid Container, L.P. Fitch Ratings has assigned ratings to the proposed debt that will be issued by Graham Packaging Company, L.P.'s and its subsidiary, GPC Capital Corp.: $913 million senior secured term loan D at 'B+/RR3'; and $250 million senior unsecured notes at 'CCC/RR6'. HALO COMPANIES: Posts $675,800 Net Loss in June 30 Quarter ---------------------------------------------------------- Halo Companies, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $675,836 on $2.1 million of revenue for the three months ended June 30, 2010, compared with net income of $342,073 on $2.5 million of revenue for the same period of 2009. The Company has incurred an accumulated deficit of $4.9 million as of June 30, 2010. The Company's balance sheet at June 30, 2010, showed $3.2 million in total assets, $2.2 million in total liabilities, and stockholders' equity of $1.0 million. As reported in the Troubled Company Reporter on March 29, 2010, Montgomery Coscia Greilich LLP, in Plano, Tex., expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company has incurred losses since its inception and has not yet established profitable operations. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?6b58 About Halo Companies Allen, Tex.-based Halo Companies, Inc., is a holding company with subsidiaries operating primarily in the consumer financial services industry, providing services related to personal debt, credit, mortgage, real estate, loan modification and insurance. The Company works with its clients, who are consumers who may be in various stages of financial need, to assist in reducing their debt, correcting their credit profile, securing a home mortgage, buying or selling a residence, providing proper insurance for their assets, mitigating potential home loss, and educating them in financial matters. HAMPTON ROADS: Sets Sept. 29 Record Date for Rights Offering ------------------------------------------------------------ Hampton Roads Bankshares, Inc., announced the record date for its planned common stock rights offering. Shareholders who own common shares of the Company at the close of business on September 29, 2010 will be eligible to participate in the Rights Offering. Holders of Series A and B preferred shares of the Company that tender such preferred shares in exchange offers for newly issued shares of common stock, which commenced on August 30, 2010, will also have the right to participate in the Rights Offering. The Company expects to close on $235 million of its planned $255 million private placement of common stock with institutional investors by the end of the third quarter of 2010, with closing on the remainder of the Private Placement in the fourth quarter of 2010. The Company plans to commence the Rights Offering as soon as practicable after the initial closing of the Private Placement, depending on the time required to have the registration statement for the Rights Offering shares declared effective by the Securities and Exchange Commission. Common shareholders eligible to participate in the Rights Offering will receive additional information regarding the offering at that time. Participants in the Rights Offering will have the right to purchase common shares at the same price paid by institutional investors in the Private Placement. Investors participating in the Private Placement have committed to purchasing any portion of the common stock offered in the Rights Offering that is not purchased by existing shareholders of the Company. The Company plans to use the proceeds of the Private Placement and the Rights Offering to make capital contributions to its subsidiary banks and for other corporate purposes. About Hampton Roads Bankshares Headquartered in Norfolk, Virginia, Hampton Roads Bankshares, Inc. -- http://www.hamptonroadsbanksharesinc.com/-- is a bank holding company that was formed in 2001. Its primary subsidiaries are Bank of Hampton Roads, which opened for business in 1987, and Shore Bank, which opened in 1961. 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 fifteen ATMs. Shares of the Company's common stock are traded on the NASDAQ Global Select Market under the symbol HMPR. The Company's balance sheet as of June 30, 2010, showed $2.877 billion in total assets, $2.843 billion in total liabilities, and stockholders' equity of $34.2 million. Yount, Hyde & Barbour, P.C., in Winchester, Va., expressed substantial doubt about the Company's ability to continue as a going concern in its report on the Company's restated consolidated financial statements for the year ended December 31, 2009. The independent auditors noted that quantitative measures established by regulation to ensure capital adequacy require the Company and its subsidiary banks to maintain minimum amounts and ratios of total and Tier I capital to risk-weighted assets, and Tier I capital to average assets. In addition, the Company has suffered recurring losses from operations and declining levels of capital. In its latest 10-Q, the Company discloses that 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. Under the terms of the Written Agreement, both the Company and BOHR have agreed to submit for approval capital plans to maintain sufficient capital at the Company, on a consolidated basis, and to refrain from declaring or paying dividends absent prior regulatory approval. HANA BIOSCIENCES: Posts $6.3 Million Net Loss in June 30 Quarter ---------------------------------------------------------------- Hana Biosciences, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $6.3 million for the three months ended June 30, 2010, compared with a net loss of $7.8 million for the same period last year. The Company does not generate any recurring revenue. As of June 30, 2010, the Company had an accumulated deficit of $146.9 million. The Company has financed operations primarily through equity and debt financing and expects its losses to continue over the next several years. As of June 30, 2010, the Company had aggregate cash and cash equivalents and available-for- sale securities of $37.9 million and available working capital of $34.4 million, which it believes to be sufficient to continue operations through 2011. The Company's balance sheet as of June 30, 2010, showed $39.3 million in total assets, $36.6 million in total liabilities, $29.9 million in redeemable convertible preferred stock, and a stockholders' deficit of $27.2 million. As reported in the Troubled Company Reporter on March 29, 2010, BDO Seidman, LLP, in San Francisco, expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company has suffered recurring losses from operations and has a net capital deficiency. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?6b56 About Hana Biosciences Hana Biosciences, Inc., is a South San Francisco, California-based biopharmaceutical company dedicated to developing and commercializing new, differentiated cancer therapies designed to improve and enable current standards of care. The Company currently has four product candidates in various stages of development. HARVEST OPERATIONS: Moody's Puts 'Ba1' Rating on $500 Mil. Notes ---------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Harvest Operations Corp.'s proposed offering of $500 million of senior unsecured notes. The Ba1 rating reflects the senior unsecured status of the notes and their position in Harvest's capital structure and is consistent with the ratings on Harvest's existing senior unsecured debt. Harvest's Ba2 corporate family rating remains unchanged. The proceeds of the notes will be used to repurchase the 7-7/8% Senior Notes due 2011, repay revolver debt, and for working capital and general corporate purposes. The rating outlook is stable. Assignments: Issuer: Harvest Operations Corp. -- Senior Unsecured Regular Bond/Debenture, Assigned Ba1 LGD3, 34% Ratings Rationale Harvest's Ba2 CFR reflects its stand-alone credit profile of B1 and the strong support from its parent, Korea National Oil Corporation (A1, Stable), which provides two notches of rating uplift. The B1 stand-alone credit profile considers Harvest's reasonable leverage metrics for the B1 rating category and the financial flexibility that should enable it to spend sufficient capital to maintain and grow production at existing properties and improve its finding and development costs. Harvest's reserve base and land position is of a reasonable size for the B1 rating category, but does not lend itself to anything more than modest growth. The B1 stand-alone credit profile also considers Harvest's downstream operations, which face a challenging refinery market, but benefit from the production of gasoline and distillates, which comprise approximately 76% of output, and from its Supply and Offtake Agreement with Vitol. Harvest's standalone access to capital markets and its strong financial backing from KNOC position Harvest to carry out a meaningful and consistent drilling program on its predominately oil properties that should result in modestly higher production and reserve adds and improved finding and development costs. Harvest's leverage is favorable leverage for its B1 stand-alone profile, but its finding and development costs lag the profile, in part due to the company's constrained capital program prior to its acquisition by KNOC in December of 2009 as it struggled with high leverage, poor liquidity and inability to raise capital. Harvest's F&D costs are also impacted by the application of enhanced recovery techniques to maximize production. In considering Harvest's leverage metrics, Moody's allocate C$400 million of debt to Harvest's downstream operations. The refinery operations face a difficult market, particularly for its output, which would naturally be shipped to the saturated northeastern North America market. At times, however, Harvest is able to take advantage of stronger offshore markets through its arrangement with Vitol under which Vitol sells refined product on Harvest's behalf. Moody's expect the downstream operations to produce negative free cash flow given depressed crack spreads and high capex planned for debottlenecking projects. The two-notch uplift to the B1 stand-alone credit profile captures KNOC's demonstrated support of Harvest to date, including through the contribution of KNOC's Black Gold oil sands assets and development capital, and its anticipated continued support and involvement in Harvest's growth. Given Harvest's importance and relevance to KNOC's broader corporate strategy, Moody's expect Harvest's growth and capital decisions to be largely steered by KNOC. The integration of Harvest into KNOC is evidenced by KNOC having three appointees on Harvest's eight man board, including Harvest's Chairman, and several senior managers on Harvest's management team. The stable outlook reflects Moody's expectation that upstream production will grow modestly and F&D costs will improve, while leverage remains favorable. The rating could come under pressure if upstream production declines, or the company suffers greater than anticipated negative free cash flow in the downstream segment. The rating would also be pressured by a material change in Moody's view of the support provided by KNOC. The ratings could be raised if Harvest meaningfully increases its production and reserve profile without significantly increasing leverage, and the negative free cash flow generated by the refining business appears manageable. Harvest Operations Corp. is a wholly-owned subsidiary of Korea National Oil Corporation, with conventional producing oil and gas reserves in Western Canada, a refinery in Come-By-Chance, Newfoundland, and a small number of retail gasoline stations. HEALTHSOUTH CORP: Fidelity, FMR Report 9.535% Stake --------------------------------------------------- Boston, Massachusetts-based FMR LLC and Edward C. Johnson 3d disclosed that they may be deemed to hold 9,012,927 shares or roughly 9.535% of the common stock of Healthsouth Corp. Fidelity Management & Research Company, a wholly owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 5,634,923 shares or 5.961% of the Common Stock outstanding of Healthsouth Corporation as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. The number of shares of Common Stock of Healthsouth Corporation owned by the investment companies at August 31, 2010 included 101,902 shares of Common Stock resulting from the assumed conversion of 3,108 shares of HEALTHSOUTH 6.5% PC PERP SER A (32.7869 shares of Common Stock for each share of Convertible Preferred Stock). Edward C. Johnson 3d and FMR LLC, through its control of Fidelity, and the funds each has sole power to dispose of the 5,634,923 shares owned by the Funds. About HealthSouth Corp. Birmingham, Alabama-based HealthSouth Corporation (NYSE: HLS) -- http://www.healthsouth.com/-- is the nation's largest provider of inpatient rehabilitative healthcare services. Operating in 26 states across the country and in Puerto Rico, HealthSouth serves patients through its network of inpatient rehabilitation hospitals, long-term acute care hospitals, outpatient rehabilitation satellites, and home health agencies. The Company's balance sheet at June 30, 2010, showed $1.7 billion in total assets, $2.1 billion in total liabilities, and a shareholders' deficit of $817.3 million. HealthSouth continues to carry a 'B2' corporate family rating with "stable" outlook, from Moody's. It has 'B' foreign and local issuer credit ratings, with "positive" outlook, from Standard & Poor's. HENRY WILTON: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Henry L. Wilton 12671 River Road Henrico, VA 23238 Bankruptcy Case No.: 10-36398 Chapter 11 Petition Date: September 16, 2010 Court: U.S. Bankruptcy Court Eastern District of Virginia (Richmond) Judge: Kevin R. Huennekens Debtor's Counsel: Robert A. Canfield, Esq. CANFIELD, BAER, & HELLER, LLP 2201 Libbie Avenue, Suite 200 Richmond, VA 23230 Tel: (804) 673-6600 Fax: (804) 673-6604 E-mail: bcanfield@canfieldbaer.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $50,000,001 to $100,000,000 Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wachovia Bank N.A. Trade Debt $7,000,000 PA1327 123 South Broad Street Philadelphia, PA 19109 Wachovia 125 Shares of $6,914,361 P.O. Box 15019 The Wilton Wilmington, DE 19886 Company, LLC Wachovia Bank N.A. Trade Debt $6,173,157 PA1327 123 South Broad Street Philadelphia, PA 19109 Gateway Bank Credit Line $5,860,457 Hampton Roads Banshares 112 Corporate Drive Elizabeth City, NC 27909 Regions Bank Trade Debt $5,248,171 P.O. Box 11407 Birmingham, AL 35246 L.A. & Karen Dougherty Trade Debt $4,000,000 100 Hale Hookipa Way HI 96758 First Capital Bank Credit Line $3,335,770 4222 Cox Road, Suite 200 Glen Allen, VA 23060 Union First Market Bank Trade Debt $3,239,296 9665 Sliding Hill Road Ashland, VA 23005 Franklin Federal Savings Bank Trade Debt $2,740,533 4501 Cox Road Glen Allen, VA 23060 Hampton Roads Bankshares 2297.31 Shares $2,579,471 12090 W. Broad Street The Wilton Henrico, VA 23233 Companies, Inc. Village Bank Trade Debt $2,000,000 15521 Midlothian Turnpike, Suite 200 Midlothian, VA 23113 Hampton Roads Bankshares Trade Debt $1,928,958 12090 W. Broad Street Henrico, VA 23233 Bank of America Trade Debt $1,536,000 P.O. Box 15026 Wilmington, DE 19850-5026 First Capital Bank 918.92 Shares of $1,505,770 4222 Cox Road, Suite 200 The Wilton Glen Allen, VA 23060 Companies, LLC E. C. Wilton 523 Shares of The $1,436,200 11201 Patterson Avenue Wilton Companies, Henrico, VA 23238 LLC E.C. Wilton Personal Loan $1,403,377 11201 Patterson Avenue Henrico, VA 23238 Wachovia Bank N.A. Trade Debt $1,265,000 PA1327 123 South Broad Street Philadelphia, PA 19109 Wachovia Bank N.A. Trade Debt $1,211,250 PA1327 123 South Broad Street Philadelphia, PA 19109 E. C. Wilton 942.89 Shares of $1,184,266 11201 Patterson Avenue The Wilton Henrico, VA 23238 Companies, Inc. Wachovia Bank Card Services Credit Line $1,180,726 P.O. Box 740502 Atlanta, GA 30374 HERITAGE FARMS: Case Summary & 2 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Heritage Farms, LLC P.O. Box 518 Omega, GA 31775 Bankruptcy Case No.: 10-71502 Chapter 11 Petition Date: September 16, 2010 Court: United States Bankruptcy Court Middle District of Georgia (Valdosta) Judge: John T. Laney III Debtor's Counsel: Austin E. Carter, Esq. STONE AND BAXTER, LLP 577 Mulberry Street, Suite 800 Macon, GA 31201 Tel: (478) 750-9898 E-mail: acarter@stoneandbaxter.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 two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/gamb10-71502.pdf The petition was signed by James Gibbs Patrick, III, member. Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Gibbs Patrick Farms, Inc. 10-71501 09/16/10 Patrick Farms Partnership 10-71203 08/02/10 HUNTINGTON PROPERTIES: Case Summary & Largest Unsecured Creditor ---------------------------------------------------------------- Debtor: Huntington Properties III, LLC 15 Oregon Avenue Suite 307 Tacoma, WA 98409 Bankruptcy Case No.: 10-47647 Chapter 11 Petition Date: September 16, 2010 Court: United States Bankruptcy Court Western District of Washington (Tacoma) Judge: Paul B. Snyder Debtor's Counsel: Nathan T. Riordan, Esq. RIORDAN AND ASSOCIATES 1000 2nd Ave Ste 3310 Seattle, WA 98104 Tel: (206) 903-0401 E-mail: nate@riordanandassociates.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ First Federal Bank 435 N Sequim Ave. $244,948 333 N Sequim Avenue Sequim, WA 98382 Sequim, WA 98382 The petition was signed by Doug Huntington, manager. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Scott Huntington and Rochelle McGee-Huntington 09-48196 10/30/09 IDEARC INC: Creditors Sue Verizon Over 2006 Spinoff --------------------------------------------------- Eric Morath, writing for Dow Jones' Daily Bankruptcy Review, reports that U.S. Bank, the trustee for Idearc Inc.'s creditors, has filed a lawsuit against former parent Verizon Communications Inc. claiming that the telephone giant's 2006 spinoff of the directory publisher loaded Idearc with debt and put it on a path to failure. According to DBR, the lawsuit, filed with the U.S. District Court in Dallas, said Verizon recognized that Idearc was in decline and devised a scheme to dump it and collect a nearly $9.5 billion benefit. The transaction left Idearc with $1.3 billion in assets and $10.2 billion in liabilities, the lawsuit said. Idearc, now called SuperMedia Inc., emerged from Chapter 11 protection in January after slashing its debt load by $6.25 million. As part of its bankruptcy-exit plan, Idearc's lenders and bondholders, owed some $6 billion, were given the right to pursue legal claims on Idearc's behalf. DBR says the creditors are seeking to unwind the Idearc spinoff that netted Verizon more than $2 billion in cash and allowed it to cut $7.1 billion in debt from its books. According to DBR, Verizon General Counsel Randal Milch, however, called the lawsuit "baseless and without merit." "When Verizon spun off its directory business in 2006, it was appropriately valued," he said in a statement, according to DBR. "Verizon bears no responsibility for Idearc's bankruptcy almost three years later." DBR relates the Idearc creditors are also pursuing breach of fiduciary duty claims against John W. Diercksen, Verizon's executive vice president for strategy, development and planning. Mr. Diercksen served as Idearc's one-man board to approve the spinoff and then "changed hats" and signed on behalf of Verizon for all key contracts the phone company entered into with Idearc to implement the deal, the lawsuit said. The trustee said those actions represent a "clear conflict of interest." Idearc, now SuperMedia, continues to publish the Verizon Yellow Pages and hosts the online directories Superpages.com and Switchboard.com. About Idearc Inc. Headquartered in DFW Airport, Texas, Idearc, Inc. (NYSE: IAR) -- http://www.idearc.com/-- formerly known as Directories Disposition Corporation, provides yellow and white page directories and related advertising products in the United States and the District of Columbia. Products include print yellow pages, print white pages, Superpages.com, Switchboard.com and LocalSearch.com, the company's online local search resources, and Superpages Mobile, their information directory for wireless subscribers. Idearc is the exclusive official publisher of Verizon print directories in the markets in which Verizon is currently the incumbent local exchange carrier. Idearc uses the Verizon brand on their print directories in their incumbent markets, well as in their expansion markets. Idearc and its affiliates filed for Chapter 11 protection on March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828). Toby L. Gerber, Esq., at Fulbright & Jaworski, LLP, represented the Debtors in their restructuring efforts. The Debtors have tapped Moelis & Company as their investment banker; Kurtzman Carson Consultants LLC as their claims agent. William T. Neary, the United States Trustee for Region 6, appointed six creditors to serve on an official committee of unsecured creditors of Idearc, Inc., and its debtor-affiliates. The Committee selected Mark Milbank, Tweed, Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-counsel. The Debtors' financial condition as of Dec. 31, 2008, showed total assets of $1,815,000,000 and total debts of $9,515,000,000. IMAGE METRICS: Posts $2.4 Million Net Loss in June 30 Quarter ------------------------------------------------------------- Image Metrics, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $2.4 million on $926,000 of revenue for the three months ended June 30, 2010, compared with a net loss of of $2.6 million on $176,000 of revenue for the three months ended June 30, 2009. The Company's balance sheet as of June 30, 2010, showed $1.2 million in total assets, $10.0 million in total liabilities, and a stockholders' deficit of $8.8 million. The Company has incurred significant operating losses and has accumulated a $32.7 million deficit as of June 30, 2010. The Company's ability to continue as a going concern is dependent upon it being able to successfully raise further capital through equity or debt financing and continued improvement of its results of operations. "These conditions indicate a material uncertainty that casts significant doubt about the Company's ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?6b4f About Image Metrics Santa Monica, Calif.-based Image Metrics Inc., formerly International Cellular Accessories, Inc., is a global provider of technology-based facial animation services to the interactive entertainment and film industries. On March 10, 2010, the Company acquired through an exchange offer all of the outstanding ordinary shares and preferred shares of Image Metrics Limited, a private company incorporated in England and Wales, in exchange for 11,851,637 shares of its common stock, par value $.001 per share. The historical consolidated financial statements of the Company do not include the operations of International Cellular Accessories prior to March 10, 2010, but only reflect the operations of Image Metrics Limited and its subsidiary. INFOLOGIX INC: Advances $500,000 from Hercules Revolver ------------------------------------------------------- InfoLogix Inc. borrowed on Sept. 13, $500,000 from Hercules Technology Growth Capital Inc. under its revolving credit facility pursuant to the Amended and Restated Loan and Security Agreement dated November 20, 2009, as amended. The Discretionary Credit will be treated as an over-advance under the Loan Agreement and is repayable on demand and otherwise on the terms applicable to and at the interest rate charged on overadvances provided for in the Loan Agreement, which terms have not been modified for this borrowing, although the parties expect to enter into amendments to the Loan Agreement to convert this overadvance into a note convertible into shares of the Company's common stock. It is expected that the convertible note would bear interest at a rate of 10% per annum, payable in cash or in kind, at Hercules's option, plus an additional 8% per annum paid in kind, and the principal would be due and payable 12 months after issuance of the note. About InfoLogix Inc. Based in Hatboro, Pennsylvania, InfoLogix, Inc. (NASDAQ: IFLG) -- http://www.infologix.com/-- provides end-to-end solutions for electronic medical record and supply chain implementation and mobilization, with experience in over 2,200 hospitals and businesses nationwide. InfoLogix assists its healthcare and commercial customers by implementing and optimizing EMR and SCM systems, offers mobility to caregivers and workforces by making data accessible directly at the point of care or point of activity, and manages operations with services to improve clinical and financial performance and supply chain with services to drive greater efficiency. The Company's balance sheet at March 31, 2010, showed $34.0 million in total assets, $39.0 million in total liabilities, and a stockholders' deficit of $4.9 million. McGladrey & Pullen, LLP, in Blue Bell, Pa., 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 negative working capital and an accumulated deficit as of December 31, 2009. IRVINE SENSORS: VP Justice Acquires 138,461 Shares -------------------------------------------------- James W. Justice, vice president at Irvine Sensors Corp., disclosed acquiring 138,461 shares of the Company's common stock on September 9. As of August 6, 2010, there were 28,744,644 shares of common stock outstanding. About Irvine Sensors Irvine Sensors Corporation -- http://www.irvine-sensors.com/-- headquartered in Costa Mesa, California, is a vision systems company engaged in the development and sale of miniaturized infrared and electro-optical cameras, image processors and stacked chip assemblies and sale of higher level systems incorporating such products and research and development related to high density electronics, miniaturized sensors, optical interconnection technology, high speed network security, image processing and low- power analog and mixed-signal integrated circuits for diverse systems applications. Optex Systems, Inc., a Texas corporation and a wholly owned subsidiary of Irvine Sensors, on September 21, 2009, filed a voluntary petition for relief under Chapter 7 of the United States Bankruptcy Code in the United States Bankruptcy Court in California. The Company's balance sheet at June 27, 2010, showed $6.86 million in total assets and $14.73 million in total liabilities, and a stockholders' deficit of $7.86 million. As reported by the Troubled Company Reporter on September 7, 2010, Irvine Sensors received in August 2010 a Waiver and Consent from its senior lender and Series A-2 preferred stockholder, Longview Fund, L.P., and one of its warrant holders, Alpha Capital Anstalt, pursuant to which Longview and Alpha consented to, and waived any breaches, defaults, events of default, cross-defaults or acceleration events in their agreements and instruments with the Company relating to, the potential delisting of the Company's common stock from The Nasdaq Capital Market. The TCR on September 14, 2010, reported that Irvine Sensors received a determination notice from the Nasdaq Hearings Panel stating that the Company's shares would be delisted from The Nasdaq Stock Market. Trading of the shares was suspended effective at the open of trading on September 13. The Panel had previously required the Company to evidence a closing bid price of $1.00 or more for a minimum of 10 consecutive trading days on or before September 13, 2010 to maintain its Nasdaq listing, and the Company did not achieve compliance with this requirement. ISLAND ONE: Section 341(a) Meeting Scheduled for Oct. 18 -------------------------------------------------------- The U.S. Trustee for Region 21 will convene a meeting of Island One, Inc.'s creditors on October 18, 2010, at 1:00 p.m. The meeting will be held at 6th Floor Suite 600, 135 West Central Boulevard, Orlando, FL 32801. 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. Orlando, Florida-based Island One, Inc., filed for Chapter 11 bankruptcy protection on September 10, 2010 (Bankr. M.D. Fla. Case No. 10-16177). Elizabeth A. Green, Esq., at Baker & Hostetler LLP, assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $100 million to $500 million as of the Petition Date. ISLAND ONE: Files Consolidated List of 20 Largest Unsec. Creditors ------------------------------------------------------------------ Island One, Inc., et al., have filed with the U.S. Bankruptcy Court for the Middle District of Florida a consolidated list of their 20 largest unsecured creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ PMAT Bellair, LLC c/o Property One, Inc. 4141 Veterans Boulevard Suite 300 Daytona sales Metairie, LA 70002 center lease $407,695 Robert Cornfeld 3850 Hollywood Boulevard Note payable Suite 1400 including accrued Hollywood, FL 33021 interest $253,153 American Express, Inc. Credit card P.O. Box 36001 charges for Fort Lauderdale, FL attraction ticket purchases and corporate expenses $155,960 Interval International, Inc. Membership renewal fees $152,224 Ken Campbell Note payable including accrued premium and interest $120,153 Larry Fey Note payable including accrued premium and interest $120,153 Ronald Gibellina Note payable including accrued premium and interest $120,153 Virgin Island Design Build Group, Inc. Contractor services for residential lot development $111,417 RiverPoint Solutions Group, Information LLC technology consulting services $17,450 Peninsula Resort Resort room night Management, LLC and sales model rentals $15,592 The Scott Partnership Architecture, Inc. Architectural services for residential lot development $15,028 Florida Power Corp. Electricity services $14,142 E-Techservices.Com, Inc. Computer mainframe maintenance agreement $13,800 Paetec Telephone services $13,729 Dex Imaging, Inc. Copier maintenance and overage charges $13,497 CIT Technology Financial Services, In. Copier lease $9,617 Kirby Oil Company, Inc. Billboard rental settlement $8,000 Magic Media Billboard rental settlement $7,538 Survey Services Co., LLC Survey services for residential lot development $7,450 Western Reserve Partners, LLC Investment banker expenses $6,512 About Island One Orlando, Florida-based Island One, Inc., filed for Chapter 11 bankruptcy protection on September 10, 2010 (Bankr. M.D. Fla. Case No. 10-16177). Elizabeth A. Green, Esq., at Baker & Hostetler LLP, assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $100 million to $500 million as of the Petition Date. ISLAND ONE: Gets Court's Interim Nod to Use Cash Collateral ----------------------------------------------------------- Island One, Inc., et al., sought and obtained interim authorization from the Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the Middle District of Florida to use the cash collateral of Textron Financial Corporation and Liberty Bank, N.A., until 5:00 p.m. (ET) on October 8, 2010. Elizabeth A. Green, Esq., at Baker & Hostetler LLP, explained that the Debtors need the money to fund their Chapter 11 case, pay suppliers and other parties. The Debtors will use the collateral pursuant to a weekly budget, a copy of which is available for free at http://bankrupt.com/misc/ISLAND_ONE_budget.pdf In exchange for using the cash collateral, the Debtors will grant the Secured Creditors a perfected postpetition lien against cash collateral to the same extent and with the same validity and priority as the creditor's prepetition lien, and in all of the Debtor's pre-petition and post-petition assets. The Secured Creditors will be granted allowed superpriority claims against the Debtors' estates. As additional adequate protection for the use of cash collateral, the Debtors: (a) have agreed to continued employment of Bob Krawczyk of Mackinac Partners as chief sale officer of the Debtors; (b) will immediately and actively pursue the sale of its equity interests to Bay Harbour or other potential purchaser that makes the highest and best offer for the equity interests in the Debtors; and (c) will provide regular financial reports. The Court has set a final hearing for October 8, 2010, at 2:00 p.m. on the Debtors' request to use cash collateral. Orlando, Florida-based Island One, Inc., filed for Chapter 11 bankruptcy protection on September 10, 2010 (Bankr. M.D. Fla. Case No. 10-16177). Elizabeth A. Green, Esq., at Baker & Hostetler LLP, assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $100 million to $500 million as of the Petition Date. J & R DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: J & R Development, LLC 1300 Griffin Road Greenwood, AR 72936 Bankruptcy Case No.: 10-74885 Chapter 11 Petition Date: September 16, 2010 Court: U.S. Bankruptcy Court Western District of Arkansas (Fort Smith) Judge: Ben T. Barry Debtor's Counsel: Derrick Mark Davidson, Esq. DERRICK DAVIDSON, P.A. 3061 N. Market Avenue, Suite 8 Fayetteville, AR 72703 Tel: (479) 935-4100 Fax: (479) 856-6168 E-mail: derrick@davidsonbusinessattorney.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/arwb10-74885.pdf The petition was signed by Robert Griffin, manager. Debtor-affiliates that filed separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- Robert Griffin & Julia Griffin 10-73471 07/06/10 The Plantation, LLC 10-74742 09/08/10 Oakview Homes, LLC 10-74830 09/14/10 Iron Tree Homes, Inc 10-74832 09/14/10 Fairview Construction Co, LLC 10-74834 09/14/10 Corinthian Court, LLC 10-74837 09/14/10 O L Frisco, LLC 10-74838 09/14/10 Sabram Estates, LLC 10-74847 09/15/10 Silver Leaf East, LLC 10-74860 09/15/10 Silver Leaf West, LLC 10-74850 09/15/10 Trinity Estates, LLC 10-74858 09/15/10 JAMES DUMMIT: Case Summary & 14 Largest Unsecured Creditors ----------------------------------------------------------- Joint Debtors: James B. Dummit dba Jim Dummit Enterprises dba Parker Properties aka Jim Dummit Theresa D. Dummit dba TD Parker Salon and Gallery 3100 Johnson Avenue San Luis Obispo, CA 93401 Bankruptcy Case No.: 10-14772 Chapter 11 Petition Date: September 16, 2010 Court: United States Bankruptcy Court Central District Of California (Santa Barbara) Judge: Robin Riblet Debtor's Counsel: William C. Beall, Esq. BEALL AND BURKHARDT 1114 State St., Suite 200 Santa Barbara, CA 93101 Tel: (805) 966-6774 Fax: (805) 963-5988 E-mail: artyc@aol.com Scheduled Assets: $3,933,715 Scheduled Debts: $2,187,415 A list of the Joint Debtors' 14 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-14772.pdf JDG INVESTMENTS: Cash Collateral Hearing Set for September 29 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina will convene a hearing on September 29, 2010, at 10:00 a.m., to consider JDG Investments, Inc.'s request to access to cash securing its obligation to creditors. The secured creditors are: -- Four Oaks Bank for the Walnut Creek Subdivision and Knolls at the Neuse I; -- Capital Bank for Hunter's Mill and Tymber Creek; -- BB&T for Ives Landing; and -- Crescent State Bank for White Oak Landing. The Debtor has approximately 391 single-family lots located in six different subdivisions that it intends to market. The Debtor intends to surrender the subdivisions known as Bluffs at Southfort and Knolls at the Neuse III to BB&T and KS Bank, respectively. The remaining subdivisions, namely Walnut Creek, Knolls at the Neuse I, Hunter's Mill, Ives Landing, White Oak Landing, and Tymber Creek, consist of completed, fully developed single-family lots that are currently on the market for sale. The Debtor will use the proceeds generated from the sales of lots in all of the subdivisions to maintain its ongoing operation. The Debtor proposes to grant secured lenders, as adequate protection for its use of the cash collateral, postpetition replacement liens and security interests on the same assets to which their liens attached prepetition, to the same extent and with the same validity and priority as existed on the petition date. About JDG Investments Selma, North Carolina-based JDG Investments, Inc., filed for Chapter 11 bankruptcy protection on July 8, 2010 (Bankr. E.D.N.C. Case No. 10-05450). Jason L. Hendren, Esq., at Hendren & Malone, PLLC, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10 million to $50 million. KC ESTATES: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: KC Estates LLC aka KC Estates II LLC dba Howard Johnson 3501 Pacific Hwy E Fife, WA 98424 Tel: (253) 926-1000 Bankruptcy Case No.: 10-20994 Chapter 11 Petition Date: September 16, 2010 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Samuel J. Steiner Debtor's Counsel: Karl Y. Park, Esq. LAW OFFICES OF KARL PARK 1010 S 336th St Ste 320 Federal Way, WA 98003 Tel: (253) 815-1400 E-mail: karlpark99@yahoo.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 Rakesh Kumar or Manjula Kumar, managing member. KERYX BIOPHARMA: Posts $5.2 Million Net Loss in June 30 Quarter --------------------------------------------------------------- Keryx Biopharmaceuticals, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $5.2 million for the three months ended June 30, 2010, compared with net income of $14.1 million on $18.4 million for the same period last year. License revenue was $0 for the three months ended June 30, 2010, as compared to $18.3 million for the three months ended June 30, 2009. There was no other revenue for the three months ended June 30, 2010. Other revenue for the three months ended June 30, 2009, was $75,000, and was related to a payment earned in June 2009 from a December 2008 license termination agreement for KRX-0501. The Company has incurred substantial operating losses since its inception, except for 2009. As of June 30, 2010, the Company has an accumulated deficit of $330.6 million. The Company's balance sheet as of June 30, 2010, showed $36.3 million in total assets, $9.0 million in total liabilities, and stockholders' equity of $27.3 million. As reported in the Troubled Company Reporter on March 29, 2010, KPMG LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted of the Company's substantial recurring losses from operations, deficiency in equity, limited cash, cash equivalents, and short-term investment securities, and illiquid investments in auction rate securities. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?6b55 About Keryx Biopharmaceuticals Based in New York, Keryx Biopharmaceuticals, Inc. (NASDAQ: KERX) - - http://www.keryx.com/-- is a biopharmaceutical company focused on the acquisition, development and commercialization of medically important pharmaceutical products for the treatment of life- threatening diseases, including cancer and renal disease. LAFAYETTE UNION: Section 341(a) Meeting Scheduled for Oct. 1 ------------------------------------------------------------ The U.S. Trustee for Region 10 will convene a meeting of The Lafayette Union Railway Company's creditors on October 1, 2010, at 1:00 p.m. The meeting will be held at 230 North 4th Street, 1st Floor Courtroom, Lafayette, IN 47901. 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. Headquartered in Lafayette, Indiana, The Lafayette Union Railway Company filed for Chapter 11 bankruptcy protection on September 8, 2010 (Bankr. N.D. Ind. Case No. 10-40912). David A. Rosenthal (VM), Esq., who has an office in Lafayette, Indiana, assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $50 million to $100 million. LAFAYETTE UNION: Wants to Hire David Rosenthal as Bankr. Counsel ---------------------------------------------------------------- The Lafayette Union Railway Company asks for authorization from the U.S. Bankruptcy Court for the Northern District of Indiana to employ David A. Rosenthal as bankruptcy counsel. Mr. Rosenthal will: a. give the Debtor legal advice with respect to the powers and duties as debtor-in-possession in the continued operation of the business; b. prepare on behalf of the Debtor applications, answers, orders, reports and other legal papers; c. perform all other legal services for the Debtor as debtor- in-possession which may be necessary herein; and d. advise, consult and attend meetings to refinance the existing debts or to obtain necessary credit. Neither the Debtor nor Mr. Rosenthal disclosed how Mr. Rosenthal will be compensated for his services. Mr. Rosenthal assures the Court that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Headquartered in Lafayette, Indiana, The Lafayette Union Railway Company filed for Chapter 11 bankruptcy protection on September 8, 2010 (Bankr. N.D. Ind. Case No. 10-40912). The Debtor estimated its assets and debts at $50 million to $100 million. Debtor's Chapter 11 Plan Las Vegas Monorail has submitted to the U.S. Bankruptcy Court for the District of Nevada a proposed Plan of Reorganization and an explanatory Disclosure Statement. Pursuant to the Plan, the Debtor has until 2019 to renew negotiations on a new operation and maintenance agreement with Bombardier Transportation, Inc. The Debtor contracted Bombardier to operate and maintain the Monorail trains, automatic train controls, and other control subsystems. The monorail has three tiers of debt totaling $648 million. Under the Plan, the Company wants to eliminate two tiers nearly $200 million then reduce its first tier debt to $18.5 million from $450 million. Under the Plan, the Debtor intends to treat claims as: Class Treatment ----- --------- Class 1: Other Priority Claims Paid in full in cash. Class 2: Other Secured Claims Paid in full in cash. Class 3: General Unsecured Claims Each holder will receive 80% of its allowed claim not to exceed $175,000. Class 4: 1st Tier Bond Secured Amended and restated 1st Claims Tier Note for $7,500,000 delivered to the director. Class 5: 1st Tier Bond Unsecured Additional Payment Claims Obligation Note for $11,000,000 delivered to the director. Class 6: 2nd tier Bond Claims Subordinated to payment in full of 1st Tier Bond Claims. No distribution. Class 7: 3rd Tier Bond Claims Subordinated to payment of in full of 1st and 2nd Tier Bond Claims. No distribution. Class 8: Director Claims Participation in 1st Tier Bond Claims as provided for in amended and restated financing agreement and 1st and 2nd Tier Indenture. Class 9: Subordinated Claims No distribution. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/LASVEGASMONORAIL_DS.pdf About Las Vegas Monorail Las Vegas, Nevada-based Las Vegas Monorail Company, organized by the State of Nevada in 2000 as a nonprofit corporation, owns and manages the Las Vegas Monorail. The Monorail is a seven-stop, elevated train system that travels along a 3.9-mile route near the Las Vegas Strip. LVMC has contracted with Bombardier Transit Corporation to operate the Monorail. Though it benefits from its tax-exempt status due to being a nonprofit entity, LVMC claims to be the first privately-owned public transportation system in the nation to be funded solely by fares and advertising. LVMC says it receives no governmental financial support or subsidies. The Company filed for Chapter 11 bankruptcy protection on January 13, 2010 (Bankr. D. Nev. Case No. 10-10464). Gerald M. Gordon, Esq., at Gordon Silver, assists the Company in its restructuring effort. Alvarez & Marsal North America, LLC, is the Debtor's financial advisor. Stradling Yocca Carlson & Rauth is the Debtor's special bond counsel. Jones Vargas is the Debtor's special corporate counsel. The Company disclosed $395,959,764 in assets and $769,515,450 in liabilities as of the Petition Date. In May 2010, Ambac Assurance Corp. lost its bid to stay the bankruptcy case while a district court considers whether the bankruptcy court wrongly rejected Ambac's argument that Monorail was a municipality and thus ineligible to be a Chapter 11 debtor. LEONARD ROSS: Selling Beverly Hills Mansion for $95 Million ----------------------------------------------------------- Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review, reports that Leonard M. Ross's Beverly Hills mansion is on the market for $95 million. The mansion is the former home of publishing magnate William Randolph Hearst and his lover, actress Marion Davies. Scenes from "The Godfather" were also filmed there. The Journal relates the 50,000-plus-square-foot home, called Beverly Estate, was briefly listed for sale in 2007. The asking price then, before the real-estate market crashed, was $165 million. Built in the 1920s by banking executive Milton Getz, Ms. Davies purchased the Mediterranean mansion in 1946 for $120,000. Mr. Ross, who blamed his bankruptcy filing on "unusual circumstances" and "bank maneuverings," was the property's fourth owner. Hilton & Hyland, an affiliate of Christie's Great Estates, has the listing. Attorney and investor Leonard M. Ross, in Beverly Hills, California, filed for bankruptcy (Bankr. C.D. Calif. Case No. 10-49358) on September 15, 2010. Judge Vincent P. Zurzolo presides over the case. Robert M. Yaspan, Esq., in Woodland Hills, California, serves as bankruptcy counsel. Mr. Ross estimated $100 million to $500 million in assets and $50 million to $100 million in debts. LERNOUT & HAUSPIE: Belgian Court Finds Founders Guilty of Fraud --------------------------------------------------------------- Charles Forelle, writing for The Wall Street Journal, reports that the founders of Lernout & Hauspie Speech Products NV were found guilty by a Belgian court of fraud violations in the accounting scandal that led to the company's downfall a decade ago. According to the Journal, Jo Lernout and Pol Hauspie were each given sentences of five years, of which they were expected to serve three, a court spokesman said. The report also says six other defendants in the case, including L&H's former chief executive, were convicted. Several were acquitted, including Dexia Bank and L&H's former auditor, KPMG. According to the Journal, lawyers for Messrs. Lernout and Hauspie couldn't be reached. Before the verdict was announced on Monday, Mr. Lernout told television reporters that misdeeds by a former executive were responsible for the company's downfall, not any accounting fraud. L&H's stock collapsed and the Securities and Exchange Commission began a probe. L&H filed for bankruptcy protection in the U.S. in late 2000. Mr. Forelle relates that an initial internal investigation concluded that as much as a third of the company's revenue in the prior 2-1/2 years had been improperly recorded, while a subsequent probe conducted at the behest of new management found that most sales in the company's supposedly large South Korean unit had been fabricated. The SEC later alleged that L&H engaged in a variety of schemes to inflate revenue and income, including fraudulent booking of $175 million in revenue from its South Korean operation. L&H settled with the SEC without admitting or denying responsibility. In the U.S., KPMG in 2004 paid $115 million to settle shareholder allegations that it had failed in its audit work. At one point, L&H's soaring stock price had valued the company at nearly $10 billion. Based in Ieper, Belgium, L&H was started in 1987 and had significant U.S. operations and used its stock to make acquisitions in the U.S. Before its fall, L&H attracted some of the savviest technology investors around. Microsoft Corp. owned 5% of its stock, and owners of its bonds included Dell Inc. founder Michael Dell. The L&H trial, which opened in 2007, was Belgium's largest corporate-fraud prosecution. About Lernout & Hauspie Lernout & Hauspie Speech Products and its debtor-affiliates filed for Chapter 11 protection (Bankr. Del. Case No. 00-04398) on November 29, 2000. Judge Judith Wizmur confirmed the Creditors' Committee's Plan of Liquidation for Lernout & Hauspie Speech Products, N.V., on May 29, 2003. Robert J. Dehney, Esq., Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell and Luc A. Despins, Esq., then at Milbank, Tweed, Hadley & McCloy LLP, as well as Milbank's Matthew S. Barr, Esq., and James C. Tecce, Esq., represented the Debtors. Ira S. Dizengoff, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer & Feld LLP, and Francis A. Monaco, Esq., and Joseph J. Bodnar, Esq., at Monzack and Monaco, represented the software company's Creditors' Committee. Scott Baena, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP, serves as the Litigation Trustee of the Lernout & Hauspie Speech Products N.V. Litigation Trust established under the Debtors' Chapter 11 plan. Massachusetts-based ScanSoft Inc., now called Nuance Communications Inc, paid $39.5 million for most of L&H's assets in 2001. Nuance sells the Dragon line of speech software. LES MAISONS: Case Summary & 8 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Les Maisons, Ltd. 20520 Latour Way Reno, NV 89511 Bankruptcy Case No.: 10-53707 Chapter 11 Petition Date: September 16, 2010 Court: United States Bankruptcy Court District of Nevada (Reno) Judge: Gregg W. Zive Debtor's Counsel: Stephen R. Harris, Esq. BELDING, HARRIS & PETRONI, LTD. 417 W Plumb Ln Reno, NV 89509 Tel: (775) 786-7600 Fax: (775) 786-7764 E-mail: steve@renolaw.biz Estimated Assets: $0 to $50,000 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/nvb10-53707.pdf The petition was signed by Allan J. Siemons, president. LIQUIDMETAL TECHNOLOGIES: Officers & Directors Report Stake ----------------------------------------------------------- Martin Weinstein, director at Liquidmetal Technologies, Inc., disclosed in a Form 3 filing that he may be deemed to directly hold 71,428 shares of common stock as of September 14. Tony Chung, the Company's chief financial officer, said in a Form 4 filing that he holds 10,000 shares of Series A-1 Preferred Stock, warrants to buy up to 250,000 shares of common stock, and options to buy another 250,000 common shares. The Options were granted pursuant to the 2002 Equity Incentive Plan and vest in five equal annual installments of 20% beginning one year from July 12, 2010. Vice president Ricardo A. Salas disclosed that he holds Series A-1 Peferred Stock that may be convertible to more than 6.3 million shares of common stock and Series A-2 Peferred Stock that may be convertible to more than 4.9 million common shares. He also holds warrants to buy 5.7 million shares. Mr. Salas said certain of those securities are directly held by Carlyle Liquid Holdings, LLC. Director Robert Biehl disclosed that on August 5 he acquired 692,857 shares of the Company's common stock, raising his stake to 920,964 shares. Mr. Biehl holds warrants to buy up to 255,373 common shares. He also holds Series A-1 Preferred Stock and Series A-2 Preferred Stock. Director Iraj Azarm disclosed that he may be deemed to indirectly hold warrants to buy up to 371,963 shares of common stock as well as Series A-2 Preferred Stock that may be convertible to up to 743,928 common shares. Mr. Azarm said the securities are directly held by Carlyle Liquid, LLC. Jack Chitayat, who considers himself a 10% owner of the company, said in a Form 3 filing he may be deemed to directly hold 2,452,497 shares of the Company's common stock. He may be deemed to indirectly hold 91,792 shares. He said the indirect shares are being held "By trustee for minor child." Mr. Chitayat also holds warrants to buy common shares. He also holds Series A-1 Preferred Stock and Series A-2 Preferred Stock. Another insider, Larry E. Buffington, disclosed that he holds options to acquire up to 250,000 Company shares. John H. Kang, who called himself an insider of the company, said in a Form 4 filing earlier this month that he may be deemed to 20,000 shares of the Company's Series A-1 Preferred Stock and that he disposed of 1,000 shares of Series A-1 Preferred Stock. He also holds warrants to purchase 500,000 of the Company's common stock. Each share of the Series A Preferred Stock is convertible into shares of common stock at the time and under the circumstances described in the Certificate of Designations, Preference and Rights for Series A Preferred Stock. The Series A Preferred Stock has no expiration date. The number of common shares outstanding as of August 20, 2010, was 84,763,339. About Liquidmetal Technologies Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies, Inc. and its subsidiaries are in the business of developing, manufacturing, and marketing products made from amorphous alloys. Liquidmetal Technologies markets and sells Liquidmetal(R) alloy industrial coatings and also manufactures, markets and sells products and components from bulk Liquidmetal alloys that can be incorporated into the finished goods of its customers across a variety of industries. The Company also partners with third- party licensees and distributors to develop and commercialize Liquidmetal alloy products. The Company classifies operations into two reportable segments: Liquidmetal alloy industrial coatings and bulk Liquidmetal alloys. The Company's balance sheet at June 30, 2010, showed $10.28 million in assets, $30.33 million in liabilities, and a shareholders' deficiency of $20.06 million. Stockholders' deficit was $19.15 million at Dec. 31, 2009. Choi, Kim & Park LLP, in Los Angeles, Calif., in an August 6, 2010 report, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has significant operating losses and working capital deficit. LJVH HOLDINGS: Green Mountain Deal Won't Move Moody's Ratings ------------------------------------------------------------- Moody's Investors Service said Van Houtte's (rated entity is LJVH Holdings, Inc.) announcement that it has executed a share purchase agreement pursuant to which Green Mountain Coffee Roasters, Inc. (not rated by Moody's) will acquire all the outstanding shares of LJVH for a cash purchase price of CAD$915 million does not affect the B2 corporate family rating, nor the existing ratings. The transaction is expected to close by year-end. If LJVH's rated debt is fully repaid at transaction closing, the ratings will be withdrawn. LJVH's ratings: * Corporate family rating at B2; * Probability-of-default rating at B2. * First lien senior secured revolving credit facility due 2013 at Ba3 (LGD2, 24%); * First lien senior secured term loan due 2014 at Ba3 (LGD2, 24%); * Second lien senior secured term loan due 2015 at B3 (LGD4, 68%). The last rating action was on November 6, 2008, when Moody's affirmed LJVH's B2 corporate family rating and its stable ratings outlook. Moody's also upgraded the first lien senior secured credit facilities to Ba3 from B1 and the second lien term loan to B3 from Caa1. The most recent credit opinion was updated on December 11, 2009. Based in Montreal, Quebec, Van Houtte Group Inc. (subsidiary of LJVH Holdings Inc.) is a leading roaster, marketer and distributor of gourmet coffee in North America. LORETTA MUNTZ-SEEBY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Joint Debtors: Loretta Margaret Muntz-Seeby Frederick Seeby 162 Ridge View Way Oceanside, CA 92057-7533 Bankruptcy Case No.: 10-16444 Chapter 11 Petition Date: September 16, 2010 Court: U.S. Bankruptcy Court Southern District of California (San Diego) Judge: Laura S. Taylor Debtors' Counsel: David A. St. John, Esq. 309 South A Street Oxnard, CA 93030 Tel: (805) 486-8000 E-mail: dsj@law-pro.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Joint Debtors' 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/casb10-16444.pdf MAJESTIC STAR: Seeks Plan Filing Exclusivity Until Jan. 15 ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Majestic Star Casino LLC is seeking a Jan. 15 extension of the exclusive period to propose a Chapter 11 plan. The Debtor said that it will shortly file a plan that will be "supported by a significant portion" of the creditor groups. A hearing on the request is scheduled for September 28. About Majestic Star The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka Majestic Star -- is based in Las Vegas, Nevada. It is a wholly owned subsidiary of Majestic Holdco, LLC, which is a wholly owned subsidiary of Barden Development, Inc. The Company was formed on December 8, 1993, as an Indiana limited liability company to provide gaming and related entertainment to the public. The Company commenced gaming operations in the City of Gary at Buffington Harbor, located in Lake County, Indiana on June 7, 1996. The Company is a multi-jurisdictional gaming company with operations in three states -- Indiana, Mississippi and Colorado. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 09-14136) on November 23, 2009. The Company's affiliates -- The Majestic Star Casino II, Inc., The Majestic Star Casino Capital Corp., Majestic Star Casino Capital Corp. II, Barden Mississippi Gaming, LLC, Barden Colorado Gaming, LLC, Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- also filed separate Chapter 11 petitions. Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. James E. O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP are the Debtors' Delaware counsel. Xroads Solutions Group, LLC, is the Debtors' financial advisor, while EPIQ Bankruptcy Solutions LLC are the Debtors' claims and notice agent. The Majestic Star Casino's balance sheet at June 30, 2009, showed total assets of $406.42 million and total liabilities of $749.55 million. When it filed for bankruptcy, the Company estimated up to $500 million in assets and up to $1 billion in debts. MARINA BIOTECH: Posts $4.1 Million Net Loss in June 30 Quarter -------------------------------------------------------------- Marina Biotech, Inc., formerly MDRNA, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $4.1 million on $193,000 of revenue for the three months ended June 30, 2010, compared with a net loss of $7.5 million on $309,000 of revenue for the same period last year. At June 30, 2010, the Company had a working capital deficit of roughly $5.6 million and approximately $2.2 million in cash, including approximately $1.2 million in restricted cash. The Company's balance sheet as of June 30, 2010, showed $6.6 million in total assets, $19.8 million in total liabilities, and a stockholders' deficit of $13.2 million. As reported in the Troubled Company Reporter on March 26, 2010, KPMG LLP, in Seattle, Washington, expressed substantial doubt about MDRNA, Inc.'s ability to continue as a going concern, following its 2009 results. The independent auditors noted of Company's recurring losses, recurring negative cash flows from operations, and accumulated deficit. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?6b54 About Marina Biotech Bothell, Wash.-based Marina Biotech, Inc. (Nasdaq: MRNAD) -- http://www.marinabio.com/-- is a biotechnology company, focused on the development and commercialization of therapeutic products based on RNA interference (RNAi). Marina Biotech's pipeline currently includes a clinical program in Familial Adenomatous Polyposis (a precancerous syndrome) and two preclinical programs -- in hepatocellular carcinoma and bladder cancer. METALS USA: Reaches New Employment Deal with President & CEO ------------------------------------------------------------ Metals USA Holdings Corp. entered into a new employment agreement with C. Lourenco Goncalves, the Company's president, chief executive officer and chairman. This Employment Agreement replaces the prior employment agreement dated as of September 29, 2005 and effective November 30, 2005 between the Company and Mr. Goncalves. The term of the Employment Agreement begins on September 13, 2010 and terminates on December 31, 2014, subject to certain termination provisions. The Employment Agreement provides that during the Employment Period, Mr. Goncalves will serve as President and Chief Executive Officer of the Company and two of its subsidiaries, Flag Intermediate Holdings Corporation and Metals USA, Inc. The Employment Agreement also provides that the Company will nominate Mr. Goncalves for election to its Board of Directors as a director and as Chairman of the Board of Directors during the Employment Period. Apollo Management V, L.P. has also agreed that it will vote its shares for election of Mr. Goncalves as a director of the Company and Chairman of the Company's Board of Directors. In addition, the Company will nominate for election and elect Mr. Goncalves as a director and Chairman of the Board of Directors of its subsidiaries, Flag Intermediate Holdings Corporation and Metals USA, Inc. Mr. Goncalves will receive an initial base salary of $750,000 with effect from July 1, 2010. Beginning in fiscal year 2012, the Compensation Committee of the Board of Directors will review his base salary on an annual basis to determine if it should be increased. Mr. Goncalves will be eligible, beginning on July 1, 2010 and continuing throughout the term of the Employment Agreement, to earn a target bonus of 100% per year of his base salary, based on the Company's achievement of specified performance objectives under the Company's incentive compensation plans as adopted from time to time by the Board of Directors. For the period between January 1, 2010 and June 30, 2010, Mr. Goncalves will be eligible to receive a bonus based on the achievement of performance objectives under the Company's previously disclosed 2010 Senior Executive Bonus Plan. Commencing fiscal year 2010 and for each fiscal year during the Employment Period, Mr. Goncalves will be eligible to receive annual awards of restricted stock and options to purchase the Company's common stock under the Company's 2010 Long-Term Incentive Plan. The value of such annual awards under the LTIP will be determined by the Compensation Committee of the Board of Directors. Any vesting requirement to which an award is subject will immediately accelerate prior to any "change in control". Also, for option awards, Mr. Goncalves may exercise options immediately prior to any change in control and thereafter during the remainder of the original term of the option agreement. During the Employment Period, Mr. Goncalves will be entitled to participate in all benefit plans, practices, policies and programs applicable to the other senior executives of the Company. In addition, Mr. Goncalves will be provided the same benefits and perquisites as those provided to him immediately prior to the Effective Date. If the Company terminates Mr. Goncalves's employment other than for "cause" or Mr. Goncalves terminates his employment for "good reason", and the termination of employment is not owing to death or disability, then Mr. Goncalves will be entitled to receive: 1) a lump sum consisting of his unpaid base salary through the date of termination and any unpaid bonus earned for the fiscal year prior to the year in which the date of termination occurs; 2) on the 60th day following the date of termination, a lump sum equal to 12 months of base salary and an amount equal to 12 months of base salary, payable over 12 months in equal, bi-weekly installments; 3) a pro-rated bonus based on actual performance for the year in which the date of termination occurs; 4) a bonus for each of the two fiscal years after the fiscal year in which the date of termination occurs, based on the Company's achievement of specified performance objectives included in the senior executive bonus plan applicable to each relevant fiscal year; and 5) reimbursement for the monthly cost of continuing coverage under the Company's medical benefit plan for 18 months following the date of termination, or until Mr. Goncalves becomes eligible to receive coverage under another employee benefit plan. If Mr. Goncalves's employment is terminated because of death or disability, then Mr. Goncalves will be entitled to: (a) receive the Accrued Obligations; (b) receive a lump sum equal to 12 months of base salary on the sixtieth day following the date of termination; (c) receive a pro-rated bonus for the year in which the date of termination occurs; (d) receive death or disability benefits under the Company's employee benefit plans; (e) receive COBRA Benefits; and (f) require the Company, in the event of Mr. Goncalves's death, to purchase all or any portion of the shares of common stock of the Company held by Mr. Goncalves for fair market value on the closing date of the purchase. However, the Company will not be obligated to repurchase Mr. Goncalves's common stock, as described above, if: i) the purchase would violate any restriction imposed on the Company by applicable law; ii) the purchase would constitute a breach or other violation of the Company's or any of its subsidiaries' debt and equity financing agreements or any other agreements concerning the Company's "indebtedness" or iii) the Company lacks current or projects a future lack of cash reserves necessary to finance the purchase. If Mr. Goncalves's employment terminates by operation of the Expiration Date, Mr. Goncalves will be entitled to receive: 1) the Accrued Obligations; 2) $3,000,000, payable over 24 months in equal, bi-weekly installments; 3) his bonus for fiscal year 2014; and 4) COBRA Benefits. If Mr. Goncalves's employment is terminated by the Company for cause or by Mr. Goncalves without good reason, then the Company will have no further payment obligations to Mr. Goncalves except to pay Accrued Obligations. The Employment Agreement provides that for a period of two years after the Expiration Date or date of termination, Mr. Goncalves will not, directly or indirectly, engage in the fabrication, sale or distribution of any product fabricated, sold or distributed by the Company or any of the Company's subsidiaries anywhere in the United States in which the Company or any of its subsidiaries is doing business. For a period of four years after the Expiration Date and two years after any other date of termination, Mr. Goncalves is prohibited from directly or indirectly: 1) inducing or attempting to induce any employee of the Company or any of its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Company or its subsidiaries and any of their employees; 2) hire any person who was an employee of the Company or any of its subsidiaries until 18 months after the individual's employment relationship with the Company or its subsidiaries has terminated; or 3) interfere in any way with the relationship between the Company and its subsidiaries and any of their customers, suppliers or other business relations. Each of the restrictions described in this paragraph is subject to customary exceptions set forth in the Employment Agreement. A full-text copy of the Employment Agreement is available for free at http://ResearchArchives.com/t/s?6b4b About Metals USA Based in Houston, Texas, Metals USA Holdings Corp. -- http://www.metalsusa.com/-- provides a wide range of products and services in the heavy carbon steel, flat-rolled steel, non-ferrous metals, and building products markets. The company's balance sheet for June 30, 2010, showed $705.9 million in total assets, $525.1 million in total liabilities, and $180.8 million in total stockholders' equity. * * * The Troubled Company Reporter on April 13, 2010, reported that Standard & Poor's Ratings Services raised its ratings on Houston- based Metals USA Holdings and its wholly owned subsidiary, Metals USA Inc., to 'B-' from 'CCC+'. In addition, the ratings remain on CreditWatch with positive implications. S&P originally placed the ratings on CreditWatch with positive implications on April 7, 2010, based on S&P's assessment that the company's near-term operating performance is improving. The TCR on April 14, 2010, reported that Moody's Investors Service upgraded its ratings for Metals USA Holdings Corp. and assigned a stable rating outlook to the North American metal distributor. MUSA Holdings' corporate family rating was raised to B2 from B3 and the rating on the 11.125% notes issued by its subsidiary Metals USA Inc. was raised to B3 from Caa1. At the same time, MUSA Holdings' speculative grade liquidity rating was affirmed at SGL-3. METALS USA: Tempus Quo Capital Reports 6.5% Equity Stake -------------------------------------------------------- Aventura, Florida-based Tempus Quo Capital Management, LLC, disclosed that it may be deemed to hold 2,410,478 shares or roughly 6.5% of the common stock of Metals USA Holdings Corp. Based in Houston, Texas, Metals USA Holdings Corp. -- http://www.metalsusa.com/-- provides a wide range of products and services in the heavy carbon steel, flat-rolled steel, non-ferrous metals, and building products markets. The company's balance sheet for June 30, 2010, showed $705.9 million in total assets, $525.1 million in total liabilities, and $180.8 million in total stockholders' equity. * * * The Troubled Company Reporter on April 13, 2010, reported that Standard & Poor's Ratings Services raised its ratings on Houston- based Metals USA Holdings and its wholly owned subsidiary, Metals USA Inc., to 'B-' from 'CCC+'. In addition, the ratings remain on CreditWatch with positive implications. S&P originally placed the ratings on CreditWatch with positive implications on April 7, 2010, based on S&P's assessment that the company's near-term operating performance is improving. The TCR on April 14, 2010, reported that Moody's Investors Service upgraded its ratings for Metals USA Holdings Corp. and assigned a stable rating outlook to the North American metal distributor. MUSA Holdings' corporate family rating was raised to B2 from B3 and the rating on the 11.125% notes issued by its subsidiary Metals USA Inc. was raised to B3 from Caa1. At the same time, MUSA Holdings' speculative grade liquidity rating was affirmed at SGL-3. MIDWEST THEATRES: Files for Chapter 11 to Avert Foreclosure ----------------------------------------------------------- Midwest Theatres Corp., filed a Chapter 11 petition (Bankr. D. Minn. Case No. 10-46834) on Sept. 14 in Minneapolis, disclosing assets of $9.4 million against debt totaling $10.7 million. Debt includes $6 million owing on first- and second-lien obligations to two banks. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Midwest Theatres sought bankruptcy protection after the secured lender began foreclosure on a property owned by a non- bankrupt affiliate. United Bankers Bank was foreclosing an $8.6 million mortgage on an affiliate's property. St. Michael, Minnesota-based Midwest guaranteed the debt. Midwest Theatres is the operator of nine movie theaters operating under the name CineMagic in Minnesota, Iowa and Wisconsin. They have 91 screens. The Debtor, according to Mr. Rochelle, said the business "suffered substantial losses during the past three years." Income in 2009 was $16.4 million. The Chapter 11 case summary was reported in the Troubled Company Reporter on September 17, 2010. NORTH GENERAL: Windels Marx Bills $660,000 for 7-Week Work ---------------------------------------------------------- Hilary Potkewitz, writing for Crain's New York Business, reports that through the end of April, bankruptcy counsel Kramer Levin Naftalis & Frankel billed $3.5 million to Saint Vincent Catholic Medical Centers, and that's after offering a 10% discount to the nonprofit Catholic hospital. Crain's reports that special health care, regulatory, corporate, real estate, litigation and finance counsel Garfunkel Wild also worked with the hospital, billing SVCMC $1.5 million for three months ending in April; crisis management firm Grant Thornton was also paid nearly $4.5 million through April, according to court filings. "Hospitals are not known for generating a lot of cash, but several New York firms have figured out a way to make money in them: help them go bankrupt," Ms. Potkewitz wrote. Ms. Potkewitz said the two largest hospital bankruptcies in New York, Saint Vincents and North General Hospital, are a bonanza for the lawyers, consultants and accountants sorting through the remains of the businesses. According to the Crain's report, North General's Chapter 11 process kicked off plenty of cash for one group: Windels Marx Lane & Mittendorf. Bankruptcy counsel Charles Simpson billed more than $660,000 over a seven-week period on that case. "By now, New York's lawyers have become well-versed in hospital bankruptcy law," Ms. Potkewitz said. At least 10 local hospitals have declared bankruptcy over the past three years. About North General New York-based North General Hospital is a not-for-profit 200-bed community hospital in upper Manhattan that has serviced the communities of East and Central Harlem since the 1970s. The Hospital filed for Chapter 11 bankruptcy protection on July 2, 2010 (Bankr. S.D.N.Y. Case No. 10-13553). Charles E. Simpson, Esq., at Windels, Marx, Lane & Mittendorf, LLP, assists the Debtor in its restructuring effort. Garfunkel Wild, P.C., is the Company's healthcare counsel. Alvarez & Marsal is the Company's restructuring consultant. The Debtor disclosed $47,670,748 in assets and $279,519,927 in debts as of the Petition Date. 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 Debtor estimated assets of $348 million against debts totaling $1.09 billion in the new petition. 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. NORTHEAST MECHANICAL: Case Summary & Creditors List --------------------------------------------------- Debtor: Northeast Mechanical Inc. 8 John Walsh Boulevard Peekskill, Ne 10566-5330 Bankruptcy Case No.: 10-52207 Chapter 11 Petition Date: September 16, 2010 Court: U.S. Bankruptcy Court District of Connecticut (Bridgeport) Debtor's Counsel: James M. Nugent, Esq. HARLOW, ADAMS, AND FRIEDMAN 300 Bic Drive Milford, CT 06460 Tel: (203) 878-0661 E-mail: jmn@quidproquo.com Scheduled Assets: $12,655 Scheduled Debts: $2,195,127 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ctb10-52207.pdf The petition was signed by Michael Martin, president. NPS PHARMACEUTICALS: Taps Underwriters for Public Offering ---------------------------------------------------------- NPS Pharmaceuticals Inc. entered on Sept. 16, 2010, into an underwriting agreement with Jefferies & Company, Inc., and Canaccord Genuity Inc., pursuant to which the Company agreed to offer and sell 6,880,000 shares of its common stock in an underwritten public offering at a public offering price of $6.00 per share. Pursuant to the terms of the Underwriting Agreement, the Company granted the underwriters a 30-day option to purchase up to an additional 1,032,000 shares to cover over-allotments, if any. The Company expects to receive $38.6 million in net proceeds from the Offering, after underwriting fees and discounts and other offering expenses, or approximately $44.4 million if the underwriters exercise their over-allotment option in full. The shares are expected to be delivered to the underwriters on or about September 21, 2010, subject to the satisfaction of customary closing conditions. Amendment of Equity Line of Credit Arrangement with Azimuth Opportunity Ltd. On August 6, 2009, the Company entered into a Common Stock Purchase Agreement, dated August 5, 2009, with Azimuth Opportunity Ltd. Pursuant to the Purchase Agreement, NPS may, from time to time and subject to the terms and limitations set forth in the Purchase Agreement, sell shares of its common stock to Azimuth. The Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, Azimuth is committed to purchase up to $40,000,000 of NPS common stock over the 18-month term of the Purchase Agreement, subject to an aggregate limit on the NPS common stock sold of 9,511,760 shares. In connection with the Offering, the Company delivered a notice to Azimuth on September 15, 2010 for the purpose of reducing the Aggregate Limit by $36,503,579.35 of NPS common stock. The Company has the right to further amend the Purchase Agreement at a later date to increase the Aggregate Limit, subject to the terms and conditions of the Purchase Agreement. A full-text copy of the underwriting agreement is available for free at http://ResearchArchives.com/t/s?6b4e About NPS Pharmaceuticals Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq: NPSP) -- http://www.npsp.com/-- is developing new treatment options for patients with rare gastrointestinal and endocrine disorders. NPS noted in its Form 10-K for the year ended Dec. 31, 2009, it has not been profitable since our inception in 1986. As of December 31, 2009, it had an accumulated deficit of $922.7 million. "Currently, we are not a self-sustaining business and certain economic, operational and strategic factors may require us to secure additional funds." The Company though believes its existing capital resources at December 31, 2009, along with the receipt of $38.4 million from the sale of its REGPARA royalty stream, should be sufficient to fund its current and planned operations through at least January 1, 2011. The Company's balance sheet at June 30, 2010, showed $193.77 million in total assets, $373.29 million in total liabilities, and a stockholders' deficit of $179.51 million. OCEAN PARK: Wants Plan Filing Exclusivity Until November 2 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California will convene a hearing on September 29, 2010, at 10:00 a.m., to consider Ocean Park Hotels-TOY, LLC, and Ocean Park Hotels-TOP, LLC's request to extend their plan exclusivity periods. The Debtors asked the Court to extend their exclusive periods to file and solicit acceptances for the proposed Chapter 11 Plan until November 2 and December 31. The Debtors need additional time to resolve the dispute with their largest creditor, Nationwide Life Insurance Company, and finalize an appropriate plan. About Ocean Park Hotels San Luis Obispo, California-based Ocean Park Hotels - TOY LLC -- tra Courtyard by Marriot-Thousand Oaks/Ventura; dba Marriott Courtyard, Courtyard-Thousand Oaks, and Marritott Courtyard- Thousand Oaks -- filed for Chapter 11 bankruptcy protection on May 6, 2010 (Bankr. C.D. Calif. Case No. 10-15358). Jeffrey N. Pomerantz, Esq., who has an office in Los Angeles, California, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10 million to $50 million. The Debtor's affiliate, Ocean Park Hotels - TOP, LLC (Case No. 10- 15359) filed a separate Chapter 11 petition on May 6, 2010. OSAGE EXPLORATION: Director Larry Ray Acquires 1-Mil. Shares ------------------------------------------------------------ Larry Ray, who was appointed to the board of directors at Osage Exploration and Development Inc. on September 2, 2010, disclosed that he acquired 500,000 shares of the Company's common stock upon the appointment date. He currently holds 600,000 Company shares. In a separate filing, Greg Franklin disclosed acquiring 1 million common shares on September 2. He now holds 4 million shares. On Sept. 2, 2010, the Company entered into an employment agreement with Mr. Franklin to continue serving as Chief Geologist. The number of outstanding shares of the Company's Common Stock, $0.0001 par value, as of August 6, 2010, was 45,149,775. About Osage Exploration Based in San Diego, California with production offices in Oklahoma City, Oklahoma, and executive offices in Bogota, Colombia, Osage Exploration and Development, Inc. (OTC BB: OEDV) -- http://www.osageexploration.com/-- is an independent exploration and production company with interests in oil and gas wells and prospects in the US and Colombia. * * * GPKM LLP of Encino, California, expressed substantial doubt about Osage Exploration's ability to continue as a going concern following the Company's 2009 results. The firm reported that the Company has suffered recurring losses from operations and has an accumulated deficit as of December 31, 2009. As of June 30, 2010, the Company had $2,753,097 in total assets, $1,161,843 in total liabilities, and $1,591,254 in stockholders' equity. PRICE GROUP: Case Summary & 5 Largest Unsecured Creditors --------------------------------------------------------- Debtor: The Price Group LLC 7285 E. Tanque Verde Road Tucson, AZ 85715 Bankruptcy Case No.: 10-29711 Chapter 11 Petition Date: September 16, 2010 Court: U.S. Bankruptcy Court District of Arizona (Tucson) Judge: James M. Marlar Debtor's Counsel: Eric Slocum Sparks, Esq. ERIC SLOCUM SPARKS PC 110 S. Church Avenue, #2270 Tucson, AZ 85701 Tel: (520) 623-8330 Fax: (520) 623-9157 E-mail: eric@ericslocumsparkspc.com Scheduled Assets: $1,000,000 Scheduled Debts: $1,705,074 A list of the Company's five largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/azb10-29711.pdf The petition was signed by Jermy Price, president. PRIME STEAKHOUSE: Auction Canceled, Bank Gets $1.2 Mil. Judgment ---------------------------------------------------------------- Daniel J. Sernovitz of Washington Business Journal reports that the auction of Prime Steakhouse was canceled on behalf of Adams National Bank, which was awarded a $1.2 judgment against the owner Timothy O. Dean in May in the Circuit Court for Baltimore City. According to Business Journal, Adams National said Mr. Dean defaulted on a loan he took out to buy the building containing Prime Steakhouse. PROQUEST LLC: S&P Retains 'B' Rating on Senior Unsec. Notes ----------------------------------------------------------- Standard & Poor's Ratings Services affirmed its ratings on ProQuest LLC's 9% senior unsecured notes due 2018, which were upsized to $275 million from $250 million. Despite the $25 million increase, the issue-level rating on the notes remains at 'B' (at the same level as the 'B' corporate credit rating on the company) with a recovery rating of '4', indicating S&P's expectation of average (30%-50%) recovery for noteholders in the event of a payment default. The company plans to use proceeds from the issuance to refinance a portion of its first-lien term debt, pay off its second-lien term debt, fund a special dividend to owners, and for general corporate purposes. For the 12 months ended June 30, 2010, pro forma lease-adjusted total debt to EBITDA rose to 5.7x -- a slight increase from 5.3x under the previous financing size. S&P expects moderate EBITDA growth and that the cessation of investment in the new technology platform will enable the company to de-lever over the intermediate term. S&P's corporate credit rating on ProQuest is 'B' and the rating outlook is stable. S&P could lower the rating if debt leverage rises above 6.50x, which could be caused by the combination of a prolonged period of flat pricing, a decline in client renewal rates, and unplanned technology investment. On the other hand, S&P could raise the rating if the company applies its discretionary cash flow to debt reduction and decreases its debt leverage to less than 5.25x. Ratings List ProQuest LLC Corporate Credit Rating B/Stable/-- $275M 9% sr unsecd nts due 2018* B Recovery Rating 4 * Co-issued by ProQuest Notes Company. QUEENS PLAZA: Files Schedules of Assets & Liabilities ----------------------------------------------------- Queens Plaza Development, LLC, has filed with the U.S. Bankruptcy Court for the Eastern District of New York its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $11,000,000 B. Personal Property $22 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $$15,631,155 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $392,622 ----------- ----------- TOTAL $11,000,022 $16,023,777 Garden City, New York-based Queens Plaza Development, LLC, filed for Chapter 11 bankruptcy protection on September 8, 2010 (Bankr. E.D.N.Y. Case No. 10-77035). Thomas A. Draghi, Esq., at Westerman Ball Ederer Miller & Sharfstein, LLP, assists the Debtor in its restructuring effort. QUEENS PLAZA: Section 341(a) Meeting Scheduled for Oct. 8 --------------------------------------------------------- The U.S. Trustee for Region 2 will convene a meeting of Queens Plaza Development, LLC's creditors on October 8, 2010, at 9:00 a.m. The meeting will be held at Office of the United States Trustee, Long Island Federal Courthouse, 560 Federal Plaza - Room 562, Central Islip, NY 11722-4437. 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. Garden City, New York-based Queens Plaza Development, LLC, filed for Chapter 11 bankruptcy protection on September 8, 2010 (Bankr. E.D.N.Y. Case No. 10-77035). Thomas A. Draghi, Esq., at Westerman Ball Ederer Miller & Sharfstein, LLP, assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million as of the Petition Date. RADIO ONE: Exchange Offer Extended Until Month's End ---------------------------------------------------- Radio One, Inc., has further extended the expiration time of its previously announced exchange offer for its 8-7/8% Senior Subordinated Notes due 2011 and its 6-3/8% Senior Subordinated Notes due 2013, and the related consent solicitation, to 5:00 p.m., New York City time, on September 30, 2010. As of 5:00 p.m., New York City time, on September 15, 2010, approximately 92.0% of the outstanding Existing Notes had been validly tendered into the exchange offer and not withdrawn. At the previously scheduled expiration time, the conditions necessary to consummate the exchange offer as set forth in the Company's Exchange Offer and Consent Solicitation Statement and Offering Memorandum, dated June 16, 2010, were not satisfied and, as a result, the Company has determined to further extend the exchange offer. Over the last several weeks, the Company believes that it has made significant progress in reaching an agreement with the members of the ad hoc group of holders of a significant portion of its Existing Notes relating to certain amendments to the terms of the exchange offer and the related exchange notes, including the conditions to the exchange offer, and with its lenders under its existing senior secured credit facility relating to an amendment thereto. The agent under the Company's existing senior secured credit facility delivered a payment blockage notice to the trustee under the indenture relating to the 2013 Notes on August 5, 2010. As a result, neither the Company nor any of its guaranteeing subsidiaries was permitted to make the scheduled interest payment on such notes due on August 16, 2010. The 30-day grace period provided in the indenture expired on September 15, 2010. As a result, there currently exists an event of default under the indenture relating to the 2013 Notes. In addition, the Company's forbearance agreement with its lenders relating to certain defaults and events of defaults under the existing senior secured credit facility expired in accordance with its terms on September 10, 2010. Based on its constructive dialogue with the members of the ad hoc group and its existing lenders, the Company does not expect such members of the ad hoc group or its existing lenders to exercise any remedies under such indenture or senior secured credit facility, as applicable, in the near term. At this time, however, the Company can provide no assurances that holders of the 2013 Notes or its existing lenders will not exercise any such remedies, that it will ultimately reach an agreement with the members of the ad hoc group and its existing lenders or that such parties will enter into a new support agreement to replace the prior agreement that expired in accordance with its terms on September 1, 2010 or a new forbearance agreement, as applicable. Except as set forth, the terms of the exchange offer and related consent solicitation and subscription offer remain the same as set forth in the Offering Memorandum and the related offering materials previously distributed to eligible holders. The offers are only made, and copies of the offering documents will only be made available, to holders of Existing Notes that have certified certain matters to the Company, including their status as a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3), or (7) under the Securities Act or as a "non- U.S. Person" within the meaning of the Securities Act (together, "eligible holders"). BNY Mellon Shareowner Services is acting as exchange agent, information agent and subscription agent and may be contacted at (800) 777-3674 or (201) 680-6579. The new securities issued pursuant to the exchange offer have not been registered under the Securities Act or any state securities laws. Therefore, the new securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. About Radio One Lanham, Maryland-based Radio One, Inc. (Nasdaq: ROIAK and ROIA) -- http://www.radio-one.com/-- is a diversified media company that primarily targets African-American and urban consumers. The Company is one of the nation's largest radio broadcasting companies, currently owning 53 broadcast stations located in 16 urban markets in the United States. The Company owns a controlling interest in Reach Media, Inc. -- http://www.blackamericaweb.com/-- owner of the Tom Joyner Morning Show and other businesses associated with Tom Joyner. Beyond its core radio broadcasting business, Radio One owns Interactive One -- http://www.interactiveone.com/-- an online platform serving the African-American community through social content, news, information, and entertainment, which operates a number of branded sites, including News One, UrbanDaily, HelloBeautiful, Community Connect Inc. -- http://www.communityconnect.com/-- an online social networking company, which operates a number of branded Web sites, including BlackPlanet, MiGente, and Asian Avenue and an interest in TV One, LLC -- http://www.tvoneonline.com/-- a cable/satellite network programming primarily to African- Americans. Ernst & Young LLP, in Baltimore, Maryland, expressed substantial doubt about the Company's ability to continue as a going concern in its report on the Company's restated consolidated financial statements for 2009. The independent auditors noted that in June and July 2010 the Company violated certain covenants of its loan agreements, which ultimately may result in significant amounts of outstanding debt becoming callable by lenders. RAINBOW SUNSET: Lender Wants Property Kept in Receiver's Hold ------------------------------------------------------------- SA Group Properties Inc., assignee of lender U.S. Bank National Association, has asked the U.S. Bankruptcy Court for the District of Nevada to excuse the receiver from turning over property of the estate to Rainbow Sunset Pavilion Building A, LLC. The lender was forced to seek an expedited ex parte court order appointing the receiver based on the Debtor's default under the loan documents, its abandonment of property, its failure to secure the property, and the utilities being disconnected. Sixteen months ago, the Eight Judicial District Court for Clark County, Nevada, appointed Douglas P. Wilson as receiver to remedy the issues and control and operate the property. The Debtor has had no involvement with the property since that time. SA Group says that based on the Debtor's mismanagement of the property, the tenants had vacated prior to the receiver's appointment. According to SA Group, the Debtor had removed vital computer systems from the property prior to the receiver's appointment. A hearing will be held on October 20, 2010, at 1:30 p.m. on the matter. SA Group is represented by Snell & Wilmer L.L.P. Las Vegas, Nevada-based Rainbow Sunset Pavilion Building A, LLC, filed for Chapter 11 bankruptcy protection on September 7, 2010 (Bankr. D. Nev. Case No. 10-26963). Jon E. Field, Esq., at Field Law Group, assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million as of the petition date. REDDY ICE: Admin. Officer Wallander Acquires 8,000 Shares --------------------------------------------------------- Angela Wallander, Reddy Ice Holdings, Inc.'s EVP and chief administrative officer, disclosed acquiring 8,000 shares in various transactions between August 31 and September 2, pursuant to a 10b5-1 trading plan. There are 22,942,453 shares of Reddy Ice Holdings common stock outstanding as of August 6, 2010. Reddy Ice Holdings, Inc. -- http://www.reddyice.com/-- manufactures and distributes packaged ice in the United States. The company serves variety of customers in 31 states and the District of Columbia under the Reddy Ice brand name. The Company's balance sheet for June 30, 2010, showed $507.05 million in total assets, $50.47 million in total current liabilities, $450.63 million in total long-term obligations, $16.56 million in deferred taxes and contingencies, and a stockholders' deficit of $10.62 million. * * * As reported by the Troubled Company Reporter on August 17, 2010, Moody's Investors Service lowered Reddy Ice Holdings' corporate family and probability-of-default ratings to B3 from B2, and its $12 million senior discount notes due 2012 to Caa2 from Caa1. Moody's also lowered the rating on Reddy Ice Corporations' $300 million first lien senior secured notes due 2015 to B2 from B1 and the $139 million second lien notes due 2015 to Caa2 from Caa1. The ratings outlook remains negative. The speculative grade liquidity rating was affirmed at SGL-3. The ratings downgrade was prompted by Reddy Ice's elevated financial leverage through the first half of 2010 due to weaker than expected operating performance and the expectation that leverage will remain elevated. The B3 corporate family rating considers ongoing operational risks related to weather as well as increasing acquisition activity. Reddy Ice carries 'B-' issuer credit ratings, with "negative" outlook, from Standard & Poor's. ROBERT MISTRETTA: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Robert G. Mistretta aka Jerry Mistretta 2320 Bayou Boulevard Pensacola, FL 32503 Bankruptcy Case No.: 10-31919 Chapter 11 Petition Date: September 16, 2010 Court: U.S. Bankruptcy Court Northern District of Florida (Pensacola) Debtor's Counsel: Thomas G. Morton, Jr., Esq. MORTON LAW CENTER 6050 N. 9th Avenue Pensacola, FL 32504 Tel: (850) 478-3409 Fax: (850) 476-5825 E-mail: bank@mortonlawcenter.com Scheduled Assets: $200,442 Scheduled Debts: $1,325,427 The Debtor did not file a list of creditors together with its petition. SABRAM ESTATES: Case Summary & 2 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Sabram Estates West, LLC 1300 Griffin Road Greenwood, AR 72936 Bankruptcy Case No.: 10-74892 Chapter 11 Petition Date: September 16, 2010 Court: U.S. Bankruptcy Court Western District of Arkansas (Fort Smith) Judge: Ben T. Barry Debtor's Counsel: Derrick Mark Davidson, Esq. DERRICK DAVIDSON, P.A. 3061 N. Market Avenue, Suite 8 Fayetteville, AR 72703 Tel: (479) 935-4100 Fax: (479) 856-6168 E-mail: derrick@davidsonbusinessattorney.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 two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/arwb10-74892.pdf The petition was signed by Robert Griffin, manager. Debtor-affiliates that filed separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- Robert Griffin & Julia Griffin 10-73471 07/06/10 The Plantation, LLC 10-74742 09/08/10 Oakview Homes, LLC 10-74830 09/14/10 Iron Tree Homes, Inc 10-74832 09/14/10 Fairview Construction Co, LLC 10-74834 09/14/10 Corinthian Court, LLC 10-74837 09/14/10 O L Frisco, LLC 10-74838 09/14/10 Sabram Estates, LLC 10-74847 09/15/10 Silver Leaf East, LLC 10-74860 09/15/10 Silver Leaf West, LLC 10-74850 09/15/10 Trinity Estates, LLC 10-74858 09/15/10 J & R Development, LLC 10-74885 09/16/10 SAINT VINCENTS: Kramer Levin's Legal Bills Reach $3.5MM ------------------------------------------------------- Hilary Potkewitz, writing for Crain's New York Business, reports that through the end of April, bankruptcy counsel Kramer Levin Naftalis & Frankel billed $3.5 million to Saint Vincent Catholic Medical Centers, and that's after offering a 10% discount to the nonprofit Catholic hospital. Crain's reports that special health care, regulatory, corporate, real estate, litigation and finance counsel Garfunkel Wild also worked with the hospital, billing SVCMC $1.5 million for three months ending in April; crisis management firm Grant Thornton was also paid nearly $4.5 million through April, according to court filings. "Hospitals are not known for generating a lot of cash, but several New York firms have figured out a way to make money in them: help them go bankrupt," Ms. Potkewitz wrote. Ms. Potkewitz said the two largest hospital bankruptcies in New York, Saint Vincents and North General Hospital, are a bonanza for the lawyers, consultants and accountants sorting through the remains of the businesses. According to the Crain's report, North General's Chapter 11 process kicked off plenty of cash for one group: Windels Marx Lane & Mittendorf. Bankruptcy counsel Charles Simpson billed more than $660,000 over a seven-week period on that case. "By now, New York's lawyers have become well-versed in hospital bankruptcy law," Ms. Potkewitz said. At least 10 local hospitals have declared bankruptcy over the past three years. About North General New York-based North General Hospital is a not-for-profit 200-bed community hospital in upper Manhattan that has serviced the communities of East and Central Harlem since the 1970s. The Hospital filed for Chapter 11 bankruptcy protection on July 2, 2010 (Bankr. S.D.N.Y. Case No. 10-13553). Charles E. Simpson, Esq., at Windels, Marx, Lane & Mittendorf, LLP, assists the Debtor in its restructuring effort. Garfunkel Wild, P.C., is the Company's healthcare counsel. Alvarez & Marsal is the Company's restructuring consultant. The Debtor disclosed $47,670,748 in assets and $279,519,927 in debts as of the Petition Date. 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 Debtor estimated assets of $348 million against debts totaling $1.09 billion in the new petition. 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. SE10 W & L: Case Summary & 6 Largest Unsecured Creditors -------------------------------------------------------- Debtor: SE10 W & L, LLC 5339 Vanalden Avenue Tarzana, CA 91356 Bankruptcy Case No.: 10-21696 Chapter 11 Petition Date: September 16, 2010 Court: U.S. Bankruptcy Court Central District of California (San Fernando Valley) Debtor's Counsel: Raymond H. Aver, Esq. LAW OFFICES OF RAYMOND H. AVER APC 12424 Wilshire Boulevard, Suite 720 Los Angeles, CA 90025 Tel: (310) 571-3511 Fax: (310) 571-3512 E-mail: ray@averlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's six largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-21696.pdf The petition was signed by Ben Sayani, co-manager of AV California, LLC. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- In re 60th & K, LLC 10-15070 04/30/10 SELIM AMERICA: Cash Collateral Hearing Set for September 23 ----------------------------------------------------------- The Hon. Honorable Richard M. Neiter of the U.S. Bankruptcy Court for the Central District of California will convene a hearing on September 23, 2010, at 10:00 a.m., to consider Selim America, Inc., and Selim Textile, Inc.'s request to access to cash securing obligations to their creditors. As of the Petition Date, the Debtors owe Industrial Bank of Korea, New York Branch $2.5 million, and Hwaseung Network America $53 million. In addition, two creditors assert warehouseman's liens against the goods which were in their possession as of the Petition Date: -- Frontier Logistics Services was in possession of goods in excess of $10 million and was owed approximately $2.4 million by Textile; and -- Uni Global Logistics was in possession of goods in excess of $2 million and was owed approximately $21,500 by Textile. Additionally, Frontier and Uni Global assert combined claims of approximately $2.4 million to $2.5 million secured by warehouseman's liens on goods with a market value in excess of $12 million. The Debtors will be using the revenue to pay for the basic and essential expenses of America, and to buy more goods in order to maintain a constant supply of inventory and sales of goods to customers. The Debtors relate that the secured creditors will be adequately protected by the continued operations of the Debtors which include the replenishment of inventory. As additional adequate protection, the secured creditors will receive replacement liens against the Debtors' assets, with the same extent, validity, and priority as the prepetition lien held by the creditors. About Selim America Los Angeles, California-based Selim America Inc., a New York corporation, is engaged in the business of importing a variety of textile goods (i.e., yarns and fabrics) from foreign suppliers and re-selling them to customers within the United States. The Company filed for Chapter 11 protection on August 23, 2010 (Bankr. C.D. Calif. Case No. 10-45503). Monica Y. Kim, Esq., who has an office in Los Angeles, California, assists the Debtor in its restructuring effort. The Debtor estimated its assets at $10 million to $50 million and debts at $50 million to $100 million. SELIM AMERICA: Howard Ehrenberg Appointed as Chapter 11 Trustee --------------------------------------------------------------- The Hon. of the U.S. Bankruptcy Court for the Central District of California approved the appointment of Howard Ehrenberg as Chapter 11 trustee in the reorganization cases of Selim America, Inc., and Selim Textile, Inc. As reported in the Troubled Company Reporter on September 6, 2010, secured creditor Hwaseung Networks America, Corp., sought for rthe trustee, asserting that June Yong Kim, the Debtors' sole shareholder and president, engaged in RICO violations, fraud, fraudulent transfers and concealment of the Debtors' assets, conversion and conspiracy to defraud. Selim Textile currently owes to Hwaseung $59 million for unpaid goods sold and delivered by Hwaseung in January to July 2010. Hwaseung was repeatedly informed by Kim that $49 million of Selim Textile's accounts receivable were guaranteed by factor, Prime Business. About Selim America Los Angeles, California-based Selim America Inc., a New York corporation, filed for Chapter 11 protection on August 23, 2010 (Bankr. C.D. Calif. Case No. 10-45503). Monica Y. Kim, Esq., who has an office in Los Angeles, California, assists the Debtor in its restructuring effort. The Debtor estimated its assets at $10 million to $50 million and debts at $50 million to $100 million. SIRIUS XM: Registers 2.75MM Shares Under 401(k) Savings Plan ------------------------------------------------------------ Sirius XM Radio Inc., filed with the Securities and Exchange Commission on September 10 a Registration Statement on Form S-8 to register an additional 2,750,000 shares of the Company's common stock, par value of $0.001 per share and an indeterminate number of plan interests, issuable under the Sirius XM Radio 401(k) Savings Plan. About Sirius XM Radio Based in New York, Sirius XM Radio Inc. has two principal wholly owned subsidiaries, XM Satellite Radio Holdings Inc. and Satellite CD Radio Inc. XM Satellite Radio Holdings Inc. owns XM Satellite Radio Inc., the operating company for the XM satellite radio service. Satellite CD Radio Inc. owns the Federal Communications Commission license associated with the SIRIUS satellite radio service. XM Satellite Radio Inc. owns XM Radio Inc., the holder of the FCC license associated with the XM satellite radio service. In July 2008, the Company's wholly owned subsidiary, Vernon Merger Corporation, merged with and into XM Satellite Radio Holdings Inc. and, as a result, XM Satellite Radio Holdings Inc. became Sirius' wholly owned subsidiary. The Company's balance sheet at June 30, 2010, showed $7.20 billion in total assets, $7.02 billion in total liabilities, and stockholders' equity of $180.42 million. * * * Sirius carries (i) a 'B' corporate credit rating from Standard & Poor's and (ii) 'Caa1' corporate family rating and 'B3' probability of default rating from Moody's. SKYLIMIT APPAREL: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Skylimit Apparel, Inc. dba Ice Vanilla 2850 E. Vernon Avenue Vernon, CA 90058 Bankruptcy Case No.: 10-49460 Chapter 11 Petition Date: September 16, 2010 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Peter Carroll Debtor's Counsel: Leonard M. Shulman, Esq. SHULMAN HODGES & BASTIAN LLP 26632 Towne Center Drive, Suite 300 Foothill Ranch, CA 92610 Tel: (949) 340-3400 Fax: (949) 340-3000 E-mail: lshulman@shbllp.com Scheduled Assets: $2,199,583 Scheduled Debts: $5,629,475 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-49460.pdf The petition was signed by Steve Yi, secretary. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Annabelle Jihyun Lee 10-47739 09/03/10 SLM CORPORATION: Student Loan Breakup Won't Move Fitch's Rating --------------------------------------------------------------- Fitch Ratings does not expect any rating action on Citigroup Inc., Discover Financial Services, or SLM Corporation as a result of the breakup of Student Loan Corp., which is 80% owned by Citi. The breakup transactions are expected to close in the fourth quarter of 2010, subject to shareholder approval. Under the terms of the transaction, Discover will acquire the SLC legal entity, which includes the private lending origination platform, servicing capabilities, systems, and management team. At May 31, 2010, Discover had about $820 million of private student loans on its balance sheet and this transaction will provide the company with scale in addition to expanding its school relationships and analytical capabilities. Additionally, Discover will acquire approximately $4.2 billion of private student loan assets from SLC through the acquisition of three private loan securitization trusts; SLC Private Student Loan Trust 2006-A, 2010-A, and 2010-B, at an 8.5% discount. Over 70% of the assets are covered by insurance and approximately 65% of the loans are in repayment. Discover will assume $3.4 billion of securitization debt associated with the trusts and will provide for additional funding of the assets at close, which will come from the company's ample liquidity portfolio. SLC is expected to become a subsidiary of Discover Bank, which currently has a long-term Issuer Default Rating of 'BBB', Outlook Stable from Fitch. In a separate transaction, SLM will acquire the assets and servicing rights of SLC's securitized FFELP portfolio, which amounts to approximately $28 billion. Citi will finance the purchase price of $1.2 billion with a term loan over a period of five years. Fitch had expected SLM to be a meaningful participant in the consolidation of the FFELP assets, following the passage of legislation ending the program in July 2010, and SLC had one of the largest FFELP portfolios in the industry. Fitch believes the company has ample capacity and experience to complete the transaction. For Citi, the expected after-tax loss of approximately $500 million on these transactions is considered minimal in the context of core earnings and capital. These transactions represent further progress in reducing Citi's large stockpile of non-core assets under the Citi Holdings' umbrella. As a result of these transactions, GAAP assets at Citi Holdings will decline by approximately $32 billion. Since Citi's core/non-core plan was announced in January 2009, non-core assets have been reduced to $465 billion (24% of total assets) at mid-year 2010 from $650 billion (34% of total assets) as of year-end 2008. To date in 2010, other initiatives to reduce non-core assets include the completion of the Primerica IPO, the transfer of management and proprietary interests in a fund of funds business and definitive agreements to sell the Canadian Mastercard business as well as portions of the U.S. auto and multi-family loan portfolios. In addition, various other non-core categories of assets including mortgages, home equity loans and subprime securities have been worked down further. However, dispositions of other large non-core businesses, particularly those with large consumer credit exposure, such as CitiFinancial and the retail partner card business, likely will be more difficult to achieve at least in the near term. Fitch currently rates Discover: Discover Financial Services -- Long-term IDR 'BBB'; -- Short-term IDR 'F2'; -- Individual 'B/C'; -- Senior debt 'BBB'; -- Support '5'; and -- Support floor 'NF'. Discover Bank -- Long-term IDR 'BBB'; -- Short-term IDR 'F2'; -- Individual 'B/C'; -- Short-term deposits 'F2'; -- Long-term deposits 'BBB+'; -- Support '5'; and -- Support floor 'NF'. The Rating Outlook is Stable. Fitch currently rates SLM: SLM Corporation -- Long-term IDR 'BBB-'; -- Short-term IDR 'F3'; -- Senior debt 'BBB-'; -- Short-term debt 'F3'; and -- Preferred stock 'BB'. The Rating Outlook is Stable. Fitch currently rates Citigroup Inc.: Citigroup Inc. -- Long-term IDR 'A+'; -- Senior unsecured 'A+'; -- Subordinated 'A'; -- Preferred 'C'; -- Short-term IDR 'F1+'; -- Individual 'C/D'; -- Support '1'; -- Support floor 'A+'; -- Long-term FDIC guaranteed debt at 'AAA'; -- Short-term FDIC guaranteed debt at 'F1+'. The Rating Outlook is Stable. SOUTH BAY: Lenders OK Cash Collateral Use Until Jan. 31 ------------------------------------------------------- In resolution of an extension request of the time within which they may use Cash Collateral, South Bay Expressway, L.P., and California Transportation Ventures, Inc., on September 10, 2010, entered into a stipulation with the Official Committee of Unsecured Creditors, Banco Vizcaya Argentaria, S.A., DEPFA Bank plc, Wells Fargo Bank, N.A., and the United States Department of Transportation, acting by and through the Federal Highway Administrator. The stipulation, which gained the approval of the United States Bankruptcy Court for the Southern District of California on September 13, 2010, provides that: 1. The date "September 30, 2010" in the Final Order, which is the date the Debtors' use of cash collateral will terminate, is replaced with "January 31, 2011." 2. The Debtors are authorized to use the cash collateral under the terms of the Final Order and subject to a New Amended Budget, a copy of which is available for free at: http://bankrupt.com/misc/AmendedCashCollBudget.pdf 3. Paragraph 5(b) of the Final Order is replaced in its entirety to read: "Notwithstanding the foregoing, unless any official committee, trustee, or examiner commences or continues a Challenge Action against the Secured Financing Parties by March 8, 2011 (the "Challenge Period"), with the date that is the next calendar day after the termination of the Challenge Period, in the event that no objection or challenge is raised during the Challenge Period, being referred to as the "Challenge Period Termination Date," then upon the Challenge Period Termination Date, any and all challenges and objections by any party (including, without limitation, any official committee, any chapter 11 or chapter 7 trustee appointed herein or in any Successor Cases, receiver, administrator, trustee, examiner, responsible officer, other estate representative and any other creditor, interest holder or party-in-interest) will be deemed to be forever waived and barred, and (1) the Debtors' Stipulations will be binding on all creditors, interest holders and parties-in-interest (including, without limitation, any official committee, any creditor or chapter 11 or chapter 7 trustee appointed herein or in any Successor Cases, receiver, administrator, trustee, examiner, responsible officer and other estate representative) and (2) the Administrative Agent's, TIFIA's, the Collateral Agent's and other Secured Financing Parties' security interests and Encumbrances upon the Pre- Petition Collateral shall be deemed to have been, as of the Petition Date, legal, valid, binding, enforceable and perfected security interests and Encumbrances, not subject to recharacterization, subordination or otherwise avoidable." 4. The Litigation Carve-Out of "$50,000" of the Final Order is replaced with "$80,000." 5. Amounts expended by the Creditors Committee with respect to challenges to the validity and priority of liens of Otay River Constructors and IntranS Group, Inc., including any intervention or other steps regarding the adversary proceedings titled Otay River Constructors v. South Bay Expressway, L.P. et al., Case No. 10-90172-LA, South Bay Expressway, L.P. et al. v. Otay River Constructors, Case No. 10-90180-LA, and IntranS Group, Inc. et al. v. South Bay Expressway, L.P. et al., Case No. 10-90214-LA, will not reduce the Litigation Carve-Out. 6. Unless expressly set forth in the order, no other terms of the Final Order will be amended or modified. 7. The Cash Collateral Extension Motion is deemed moot. Cash Collateral Motion South Bay Expressway, L.P., and California Transportation Ventures, Inc., have asked the United States Bankruptcy Court for the Southern District of California to: (a) extend the final order authorizing the use of cash collateral to and including January 31, 2011; and (b) approve a new budget covering the period commencing on and after October 1, 2010, and continuing through January 31, 2011. On April 26, 2010, the Court entered the Final Order, which provides for, among other things, the Debtors' use of Cash Collateral until September 30, 2010. However, the Debtors may extend the use of Cash Collateral beyond September 30, 2010, with the consent of the Secured Financing Parties, which comprise of Banco Bilbao Vizcaya Argentaria, S.A., DEPFA Bank plc, Wells Fargo Bank, N.A., and the United States Department of Transportation, acting by and through the Federal Highway Administrator. R. Alexander Pilmer, Esq., at Kirkland & Ellis LLP, in Los Angeles, California, tells Judge Adler that the Secured Financing Parties have consented to an extension of the Debtors' use of Cash Collateral through and including January 31, 2011. Nevertheless, he notes, approval of the New Budget requires either consent from the Official Committee of Unsecured Creditors or Court approval. He discloses that the Debtors are engaged in discussions with the Creditors Committee to obtain approval of the New Budget. In exchange for the continued use of Cash Collateral, the Debtors will continue to abide by the terms of the Final Order, including making monthly adequate protection payments, Mr. Pilmer asserts. The Debtors believe that the Adequate Protection Payments remain appropriate, and hence, their continued use of Cash Collateral under the terms of the Final Order is fair and reasonable and sufficient to satisfy the requirements of Sections 363(c)(2) and 363(e) of the Bankruptcy Code. The Debtors continue to progress towards successfully exiting Chapter 11 by, among other things, engaging with creditors and key constituencies on forming a plan of reorganization, Mr. Pilmer relates. He points out that without the continued use of the Cash Collateral, the Debtors will have no ability to operate their business, thereby causing immediate and irreparable harm to the bankruptcy estates. The Debtors' ability to finance their operations and the availability to the Debtors of sufficient working capital and liquidity through the continued use of Cash Collateral is vital to the preservation and maintenance of the going-concern value and other values of the estates, Mr. Pilmer further contends. He adds that the New Budget is appropriate because it strikes a balance between preserving and maximizing the value of the Debtors' assets and ensuring the Debtors' continued access to Cash Collateral to operate the business in the ordinary course. In his declaration in support of the request, Anthony G. Evans says that authorizing the Debtors to continue to use Cash Collateral pursuant to the New Budget is essential to maintaining their ongoing business operations and preserving the value of their assets. Mr. Evans is the Debtors' chief financial officer. A copy of the New Budget is available for free at: http://bankrupt.com/misc/SBX_New_Budget_08232010.pdf 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). SOUTH BAY: Objects to Otay River Plea to Go After Insurers ---------------------------------------------------------- South Bay Expressway, L.P., and California Transportation Ventures, Inc., assert that the motion filed by Otay River Constructors seeking relief from the automatic stay to proceed against certain of the Debtors' insurance policies and proceeds should be denied. R. Alexander Pilmer, Esq., at Kirkland & Ellis LLP, in Los Angeles, California, reminds the Court that the Debtors commenced their Chapter 11 cases to, among other things, address disputes related to the construction of the Expressway, including disputes with ORC, in a single forum and to curb the millions of dollars of litigation expenses associated with defending actions in multiple fora. However, ORC, through its Lift Stay Motion, "seeks to grab certain funds owing to the Debtors, thereby precluding a fair distribution of such assets to all creditors," Mr. Pilmer contends. "ORC fails to meet the extremely high burden of showing 'cause' for obtaining relief from the automatic stay . . . [but] asserts simply that the Debtors have no interest in the proceeds from the insurance policies at issue," Mr. Pilmer argues. According to Mr. Pilmer, the express terms of the construction contracts between ORC and SBX provide that certain insurance proceeds will be paid to the Debtors, not ORC. Certain of the property loss insurance policies themselves provide that the insurance proceeds will be paid to the Debtors in the first instance, he adds. To the extent that the Debtors have paid for any repairs in connection with the claimed property damage, they have a contractual right to retain the insurance proceeds and dispense them to ORC only after deducting their costs, Mr. Pilmer explains. Furthermore, he says, the Debtors may exercise their contractual and common law right to set off the amounts owing to ORC against amounts owing to the Debtors on account of other defaults by ORC under the ORC-SBX Contracts. Mr. Pilmer further notes that the Debtors have an interest in the Zurich professional liability policies because SBX -- like ORC -- is an insured and can make claims under those policies. In contrast, allowing ORC carte blanche authority to deplete the limited insurance proceeds available under the professional liability policies necessarily has an adverse effect on the Debtors' estates, he asserts. Despite the deficiencies in ORC's Lift Stay Motion, the Debtors note that they do not object to all of the requested relief. The Debtors specifically point out that they do not object to: -- the distribution of the $285,402 in insurance proceeds under the Lexington Property Loss Policy into an interest- bearing escrow account for the benefit of ORC and the Debtors pending resolution of the Chapter 11 cases; and -- allowing the insurance company to continue investigating the irrigation claims under the Axis Property Loss Policy, so long as proceeds related to the claims are paid to the Debtors in the first instance pursuant to the terms of the ORC-SBX Contracts. The Debtors aver that they intend to work with ORC's counsel to negotiate an agreeable stipulation on the issues that they have no objection to. On all other issues, however, the Debtors seek that the Lift Stay Motion be denied. The Official Committee of Unsecured Creditors supports the Debtors' objection saying that ORC has failed to show adequate cause for the relief requested; ORC's sought relief is prohibited by the construction contracts and insurance policies; and the value of the Debtors' estate will be diminished through the non- bankruptcy litigation. Banco Bilbao Vizcaya Argentaria, S.A., in its capacity as the Administrative Agent under the Debtors' Senior Loan Agreement, also joins in the Debtors' objection. Banco Bilbao asserts that ORC's request for relief from the automatic stay to allow the District Court Litigation -- the Otay River Constructors v. Zurich American Insurance Company, Case No. 06-CV-2631-MMA, pending before the U.S. District Court for the Southern District of California -- to proceed for the sole purpose of having the Administrative Agent appear before the San Diego District Court and give its consent to the proposed settlement and having the settlement implemented, is, at best, premature. Counsel for Banco Bilbao, Jeffery D. Hermann, Esq., at Orrick, Herrington & Sutcliffe LLP, in Los Angeles, California, explains that the tentative agreement between ORC and the Debtors was not executed prior to the Petition Date. Thus, SBX's execution and performance of the ORC Agreement is subject to the approval of the U.S. Bankruptcy Court for the Southern District of California under Rule 9019 of the Federal Rules of Bankruptcy Procedure. "Even assuming, arguendo, that ORC had a binding agreement with the Debtors with respect to the Zurich Builders Risk Policy prior to the Petition Date, that agreement, if any, would be an executory contract, as to which SBX would have the right to determine, in its business judgment, whether to assume or reject such settlement agreement," Mr. Hermann points out. The deadline for the Debtors to determine whether to assume or reject any agreement has not yet expired. To date, the Debtors have not presented the Bankruptcy Court with any motion seeking approval of an agreement with ORC relating to the Zurich Builders Risk Policy, or seeking to assume any agreement relating to the Zurich Builders Risk Policy, and the Objection indicates that the Debtors have no intention to present this motion in the future, Mr. Hermann notes. Accordingly, Banco Bilbao asks that the Court to deny that portion of the Lift Stay Motion that purports to require the Administrative Agent to incur the expense of appearing before the San Diego District Court to give its consent to a settlement, which the California Bankruptcy Court has not authorized the Debtors to execute, consummate or perform. ORC Talks Back "The crucial point about the motion is that ORC is a named insured and seeks access to insurance proceeds, proceeds that are not available to pay the Debtors' other creditors," explains David L. Osias, Esq., at Allen Matkins Leck Gamble Mallory & Natsis LLP, in San Diego, California. "The continuing harm to ORC from leaving the stay in effect is significant and well-documented. And the relief ORC requests is specifically designed to minimize the cost and other prejudice to the Debtors and its other creditors," he continues. According to Mr. Osias, the Debtors have identified no expenses of their own that entitle them to any payments from these insurance policies and the Debtors have failed to demonstrate that there is any risk of policy exhaustion. Mr. Osias thus asserts that relief from automatic stay should be granted with respect to all the Policies, and in particular: A. the Lexington Builders-Risk Policy, B. the AXIS Surplus Insurance Company (Irrigation System), C. the Zurich American Professional Liability, and D. the Zurich Escrow and Settlement Granting limited relief from automatic stay along the lines requested by ORC imposes a nominal burden on the Debtors and does not jeopardize the rights of the unsecured creditors in these cases, Mr. Osias maintains. "It allows these cases to move forward," he says. Lift Stay Request to be Heard on Sept. 23 In a Court-approved stipulation with the Debtors, ORC consents to an extension of time in which the Lift Stay Motion may be heard, through September 23, 2010. The automatic stay will remain in full force and effect pending further Court order. Nothing in the parties' stipulation prejudices in any way or may be deemed a waiver of any arguments the parties may have with respect to the Lift Stay Motion. 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). SOUTH BAY: Says No Double Dipping on Bonus Program -------------------------------------------------- Otay River Constructors tells the U.S. Bankruptcy Court that it does not object to South Bay Expressway's request to implement a performance-based bonus program, provided that the payment of the bonuses under the Incentive Program constitute payment of the bonuses due to the Key Employees under their respective employment contracts for calendar year 2010. "The Key Employees should not be allowed to double-dip -- i.e., they should not be allowed to receive bonuses during calendar year 2010 and then also be paid distributions under a plan of reorganization based upon bonuses promised under their respective employment agreement for calendar year 2010," counsel for ORC, David L. Osias, Esq., at Allen Matkins Leck Gamble Mallory & Natsis LLP, in San Diego, California, asserts. Under Metric #1 of the Incentive Program, Greg Hulsizer, the Debtors' chief executive officer; Anthony Evans, the Debtors' chief financial officer; Theresa Weekes, the Debtors' chief accounting officer; and Shane Savgur, the Debtors' chief technology officer, will be entitled to performance bonuses of $206,250, $180,000, $83,400 and $83,400 because the Debtors have already surpassed their budgeted 2010 EBITDA performance targets, Mr. Osias points out. In addition, the Incentive Program provides that Messrs. Hulsizer and Evans have the ability to earn two additional bonuses based on (i) actual project completion timing and costs compared to budget for 2010 -- Metric #2, and (ii) the timing of the Debtors' emergence from bankruptcy protection -- Metric #3. However, the Motion does not disclose the maximum amount of the bonuses under Metric #2, ORC complains. Under Metric #3, Messrs. Hulsizer and Evans can each earn another $137,500 and $120,000, respectively. Hence, ORC notes, it appears that with the bonus under Metric #2, Messrs. Hulsizer and Evans will be entitled to receive bonuses in excess of what was promised under their contracts for 2010. No Double-Dipping on Execs Bonuses, Debtors Maintain The Key Employees will not be able to double-dip, counsel for the Debtors, R. Alexander Pilmer, Esq., at Kirkland & Ellis LLP, in Los Angeles, California, assures the Court. The Debtors have not paid postpetition bonuses for 2010 under the Key Employees' prepetition employment agreements and the bonuses provided for under the Incentive Program will be credited against any bonuses the Debtors may have owed to Key Employees under the prepetition employment agreements, Mr. Pilmer explains. The Debtors will also amend the proposed form of order to reflect that any amounts paid to the Key Employees under the Incentive Program will be credited against any bonuses the Debtors may have owed to the Key Employees under the Key Employees' prepetition employment agreements, Mr. Pilmer says. He further explains that the CEO and CFO may not earn higher bonuses under the Incentive Program than they could have earned under their prepetition employment agreements. Under their prepetition employment agreements, the CEO and CFO were entitled to receive retention and incentive bonuses of up to 150% of base salary. Bonuses under the Incentive Program are capped across all metrics at 100% of base salary for each of the CEO and CFO, the Debtors clarify. The Debtors will likewise amend the proposed form of order to reflect that no more than $681,800 will be paid under the Incentive Program, Mr. Pilmer notes. CFO Anthony G. Evans, CEO Greg Hulsizer, CAO Theresa Weekes, and CTO Shane Savgur filed supplemental declarations in support of the Debtors' request for approval of the Incentive Plan. In a separate Court-approved stipulation, the Debtors and Tiffany L. Carroll, the Acting U.S. Trustee for Region 15, agreed that the U.S. Trustee had until September 14, 2010, to oppose or respond to the Debtors' request. The U.S. Trustee has not submitted an objection or response as of press time. 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). SOUTHWESTERN ENERGY: Moody's Upgrades Corp. Family Rating to 'Ba1' ------------------------------------------------------------------ Moody's Investors Service upgraded the ratings for Southwestern Energy Company. The ratings affected include the Corporate Family Rating being upgraded to Ba1 from Ba2, the senior unsecured notes rating being upgraded to Ba1 from Ba2, and the Probability of Default being upgraded to Ba1 from Ba2. The outlook is positive. This concludes the ratings review initiated on May 26, 2010. Upgrades: Issuer: Southwestern Energy Company -- Probability of Default Rating, Upgraded to Ba1 from Ba2 -- Corporate Family Rating, Upgraded to Ba1 from Ba2 -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1 from Ba2 Outlook Actions: Issuer: Southwestern Energy Company -- Outlook, Changed To Positive From Rating Under Review Ratings Rationale Moody's Investors Service upgraded the ratings for Southwestern Energy Company. The ratings affected include the Corporate Family Rating being upgraded to Ba1 from Ba2, the senior unsecured notes rating being upgraded to Ba1 from Ba2, and the Probability of Default being upgraded to Ba1 from Ba2. The outlook is positive. This concludes the ratings review initiated on May 26, 2010. "The upgrade reflects SWN's significant growth of its reserves and production underpinned by a very strong operating performance and comparatively low leverage," said Ken Austin, Moody's Vice President. "Although the company's large concentration in the Fayetteville Shale is not compatible with an investment grade rating at this time, however, the positive outlook considers that there is sufficient opportunity for SWN to reduce this concentration risk over the next 12 to 18 months." SWN's organic operating performance has been one of the strongest among the independent exploration and production companies rated by Moody's over the past three years. The company has grown the scale of its production and reserves to an investment grade profile, while also maintaining a low cost structure and very modest leverage. On most of these measures, SWN compares favorably to the Ba peer group as well as some of the Baa. However, the significant concentration risk of its productive base is a restraining factor for the ratings. At June 30, 2010, approximately 84% of total production was from the Fayetteville Shale and approximately 85% of its year-end 2009 reserves were from the Fayetteville. While SWN's organic growth in the play has been strong, this type of concentration is not compatible with an investment grade profile as it depends too much on one producing area. In addition, SWN needs to demonstrate it is having a similar type of operating performance in another core area. The positive outlook signals that Moody's believes SWN has opportunities to increase its diversification to sufficiently reduce this risk and bring the overall profile more in-line with an investment grade rating over the next 12-18 months, if not sooner. An upgrade would be considered if SWN is successful in reducing its concentration in the Fayetteville Shale and that it is demonstrating good operating performance in a new core area. An upgrade would also require that SWN's leverage remains in-line with current levels and its cost structure remains low enough to preserve cash margins and returns in light of weak natural gas prices. Conversely, a stable outlook would be considered if SWN's concentration risk does not improve, or if its leverage or operating performance weakens. This might be signaled by slowing production growth trends, or significantly higher unit costs begin to erode margins and returns. The last rating action for SWN was on May 26, 2010, when Moody's placed the ratings under review for possible upgrade. Southwestern Energy Company, which is headquartered in Houston, Texas, is engaged in the exploration and production of natural gas. The company's operations are principally focused in Arkansas with properties also in Oklahoma, Pennsylvania, and Texas. SPARTA COMMERCIAL: Recurring Losses Prompt Going Concern Doubt -------------------------------------------------------------- RBSM LLP, in New York, expressed substantial doubt about Sparta Commercial Services, Inc.'s ability to continue as a going concern following its results for the fiscal year ended April 30, 2010. The independent auditors noted of the Company's recurring losses from operations. Sparta Commercial reported a net loss of $4.1 million on $713,363 of revenue for fiscal 2010, compared with a net loss of $4.9 million on $1.1 million of revenue for fiscal 2009. The Company estimates that it will need approximately $1,500,000 in addition to its normal operating cash flow to conduct operations during the next twelve months. The Company's balance sheet at April 30, 2010, showed $2.5 million in total assets, $4.1 million in total liabilities, and a stockholders' deficit of $1.6 million. A full-text copy of the Form 10-K is available for free at: http://researcharchives.com/t/s?6b53 About Sparta Commercial Based in New York, Sparta Commercial Services, Inc. -- http://www.spartacommercial.com/-- is a specialized consumer finance company engaged primarily in the purchase of retail installment sales contracts and the origination of leases to assist consumers in acquiring new and used motorcycles (550cc and higher), scooters, and 4-stroke ATVs. SPECIALTY PRODUCTS: Taps Blackstone Advisory as Financial Advisor ----------------------------------------------------------------- The Hon. Judith K. Fitzgerald of the U.S. Bankruptcy Court for the District of Delaware, in a final order, authorized Specialty Products Holding Corp., et al., to employ Blackstone Advisory Partners L.P., as financial advisor and investment banker. Blackstone will, among other things: -- analyze the Debtors' and their non-debtor subsidiaries' businesses, operations, financial condition, and prospects; -- assist the Debtors in the development of a long-term business plan and related financial projections; and -- present financial analyses and recommended strategies of the board of directors of the Debtors. Prior to the Petition Date, Blackstone received $535,484, for monthly advisory fees and $23,096 in expense reimbursement. In addition, Blackstone received a retainer of $25,000, which remains unapplied. Blackstone's compensation includes: 1. a monthly fee of $200,000; 2. a restructuring fee of $5 million payable upon the consummation of a restructuring; 3. a transaction fee of $5 million payable upon the consummation of a transaction; 4. reimbursement of reasonable out-of-pocket expenses. To the best of the Debtors' knowledge, Blackstone is a "disinterested person," as that term is defined in Section 101(14) of the Bankruptcy Code. About Specialty Products Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM, Inc., is a wholly owned subsidiary of RPM International Inc. The Company is the holding company parent of Bondex International, Inc., and the direct or indirect parent of certain additional domestic and foreign subsidiaries. The Company claims to be a leading manufacturer, distributor and seller of various specialty chemical product lines, including exterior insulating finishing systems, powder coatings, fluorescent colorants and pigments, cleaning and protection products, fuel additives, wood treatments and coatings and sealants, in both the industrial and consumer markets. The Company filed for Chapter 11 bankruptcy protection on May 31, 2010 (Bankr. D. Del. Case No. 10-11780). Gregory M. Gordon, Esq., Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve as bankruptcy counsel. Daniel J. DeFranceschi, Esq., and Zachary I. Shapiro, Esq., at Richards Layton & Finger, serve as co-counsel. Logan and Company is the Company's claims and notice agent. The Company estimated its assets and debts at $100 million to $500 million. The Company's affiliate, Bondex International, Inc., filed a separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779), estimating its assets and debts at $100 million to $500 million. STATES INDUSTRIES: Proposes Renwood-Led Auction for All Assets -------------------------------------------------------------- States Industries, Inc., asks for authorization from the U.S. Bankruptcy Court for the District of Oregon to sell assets free and clear of liens, claims and encumbrances to Renwood States Lending, LLC, for $18,551,573, absent higher and better offers. The purchase price is comprised of: (i) $16,920,373 (in the form of a credit bid which is estimated to be the full amount outstanding under the DIP Facility and the Prepetition Debt); plus (ii) cash amount required to pay Cure Costs; plus (iii) assumption of Assumed Liabilities; plus (iv) the agreement by Purchaser to equally split the net proceeds from the sale of the Foch Street Property with Seller; plus (v) $100,000 cash to the estate. To assure that the proposed price is the best and highest offer, the Debtor requests that the Court first approve the Debtor's proposed bid procedures, so that Debtor may subject the assets to higher and better offers through an auction process. A copy of which is available for free at: http://bankrupt.com/misc/STATES_INDUSTRIES_biddingprocedures.pdf Interested parties must submit offers by October 13, 2010, at 5:00 p.m. prevailing Pacific Time. In the event that offers are received, the Debtor proposes that an auction be held on October 18 at 10:00 a.m. prevailing Pacific Time. If Renwood States is not chosen as the winning bidder, Renwood States will receive a breakup fee of $465,000, which is approximately 2.5% of the purchase price. Objections to the sale transactions and the assumption and assignment of assumed agreements or cure costs related thereto must be filed by October 13, 2010, at 5:00 p.m. prevailing Pacific Time. The Debtor proposes that October 13, 2010, at 5:00 p.m. prevailing Pacific Time be the deadline to object to the cure costs, compensation and adequate assurance of future performance in connection with the assumption and assignment of any executory contract or unexpired lease proposed to be assumed. The Debtor proposes that the sale hearing be set for On or about October 20, 2010. The initial overbid must be $965,000 over the Purchase Price, which represents $500,000 in an initial overbid and $465,000 for the break-up fee and any successive bidding increments. Renwood States will have the sole discretion to determine whether its credit bid is on account of prepetition debt or amounts owed under the DIP facility. Renwood States is entitled to a credit equal to the credit bid amount (only up to the full amount of the Prepetition Debt and the DIP Facility) and the break-up fee in each round of the auction. Renwood States will also be entitled to bid amounts in excess of the outstanding debt. Renwood States is represented by Steven M. Hedberg -- shedberg@perkinscoie.com -- and Jeanette L. Thomas -- jthomas@perkinscoie.com Objections The Official Committee of Unsecured Creditors objects to the payment of a break-up fee. "The break-up fee could chill bidding by creating a substantial hurdle for potentially competing bidders to overcome, and would directly decrease the recovery by States' creditors in the event of an overbid," the Committee said. The Committee requests for additional time for the sale, if needed, and that the proposed credit-bidding be on a provisional basis. The Committee objects to the adequacy of the disclosure of insider and affiliate transactions relating to the sale. It requests that the Court require the proposed bid procedures to be modified to encourage additional parties to bid. The Committee is represented by Brandy A. Sargent -- basargent@stoel.com -- at Stoel Rives LLP. Robert D. Miller, Jr., the U.S. Trustee for Region 18, also objects to the bid procedures motion because (1) it proposes to effect a plan of reorganization through the purchase and sale agreement without following the U.S. Bankruptcy Code and Rule requirements to confirm a plan of reorganization; (2) insufficient information has been provided from which the Court can determine whether the amount of the break-up fee to be paid to the Stalking Horse bidder, Renwood States, benefits the estate; and (3) Renwood States should be required to share all due diligence materials and reports, except privileged documents, with other prospective bidders. About States Industries Eugene, Oregon-based States Industries, Inc., manufactures and sells natural wood veneered panels to consumers in the form of residential wall paneling. States Industries also manufactures and sells industrial panels to manufacturers of cabinets, furniture, store fixtures and architectural interiors. States Industries' consumer products are sold through retail home improvement stores. States Industries filed for Chapter 11 bankruptcy protection on August 24, 2010 (Bankr. D. Ore. Case No. 10-65148). Brad T. Summers, Esq., and Justin D. Leonard, Esq., who have an office in Portland, Oregon, assist the Debtor in its restructuring effort. According to its schedules, the Debtor disclosed $20,615,286 in total assets and $28,458,541 in total liabilities as of the petition date. STATION CASINOS: Administrative Claims Due December 21 ------------------------------------------------------ Station Casinos and its units notify parties-in-interest that pursuant to the order confirming their First Amended Joint Chapter 11 Plan of Reorganization, the deadline for submitting requests for payment of administrative claims that arose on or before December 1, 2010, is December 21, 2010. Pursuant to the Confirmation Order, failure of any person or entity to submit an Administrative Claim by the December 21 deadline will result in that person or entity being forever barred, estopped and enjoined from asserting that Claim, and that Claim will not be enforceable, against the Debtors, the estates or any of their respective property, and that Claim will be forever discharged. A form to use for submitting Administrative Claims is available at the Web site of the Claims Agent at: http://www.kccllc.net/stationcasinos All Administrative Claims should be sent to the Claims Agent so that they arrive no later than December 21, 2010, to this address: Station Casinos Claims Processing Center c/o Kurtzman Carson Consultants LLC 2335 Alaska Avenue El Segundo, CA 90245 About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. Station Casinos Inc., together with its affiliates, filed for Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Milbank, Tweed, Hadley & McCloy LLP serves as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP is local counsel. Lazard Freres & Co. LLC is investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) STATION CASINOS: Files Reorganization Plan Summary With SEC ----------------------------------------------------------- Station Casinos, Inc., and its debtor affiliates filed with the U.S. Securities and Exchange Commission a summary of the plan of reorganization on September 15, 2010. On August 27, 2010, the Bankruptcy Court entered an order confirming the joint plan of reorganization of the Debtors. Under the Plan, Red Rock, Palace Station, Boulder Station, and Sunset Station and certain related assets will be transferred to an entity that is newly-formed entity that is owned by the holders of $1.8 billion in mortgage loans issued by FCP Propco, LLC. The transfer of the Propco Properties will be in satisfaction of the Mortgage Lenders' existing secured claims against Propco. The Debtors are advised that, in conjunction with these transfers to New Propco under the Plan: * the Mortgage Lenders have agreed to sell up to 50% of the equity in New Propco to an affiliate of Fertitta Gaming, LLC, a newly-formed entity owned by Frank Fertitta III and Lorenzo Fertitta, for a purchase price of $85.0 million in cash; * New Propco will enter into a new $1.6 billion credit facility with the Mortgage Lenders; and * the Mortgage Lenders have agreed to: (a) assign certain equity interests in New Propco to the holders of $675 million of notes issued by certain direct and indirect parent companies of Propco; and (b) assign $7.9 million of their cash recovery from Propco to the counterparty under Propco's interest rate swap agreement. In addition, pursuant to the terms of the Plan, SCI and certain of its subsidiaries have entered into an Asset Purchase Agreement dated as of June 7, 2010. Pursuant to the terms of the Asset Purchase Agreement, the Opco Purchaser will purchase substantially all of the assets of the sellers under the Asset Purchase Agreement, including Santa Fe Station, Texas Station, Fiesta Henderson, Fiesta Rancho and certain Native American gaming projects, for a purchase price of approximately $772 million, consisting of: (1) an amount in cash equal to $317 million, subject to adjustment pursuant to the terms of the Asset Purchase Agreement; (2) $430 million in aggregate principal amount of term loans, subject to adjustment pursuant to the terms of the Asset Purchase Agreement; and (3) $25 million in aggregate principal amount of term loans, interest on which may be paid in kind at the option of the borrower. Pursuant to the terms of the Plan, the proceeds of the sale of the Opco Assets will be distributed to secured creditors of SCI in full satisfaction of their claims against the Debtors. The Plan also provides that certain general unsecured creditors of SCI will receive warrants exercisable for 2.5% of the total equity in the entity formed to hold the non-voting equity interests in New Propco and that Opco Unsecured Creditors that are "accredited investors" will have an opportunity to participate in a rights offering under which they may subscribe for and purchase their pro rata share of 15% of the equity interests in New Propco Holdco for an aggregate amount of $35.3 million, which could be increased by an amount of up to $64.7 million in accordance with the terms and provisions of the Plan. Certain holders of SCI's senior unsecured notes who have committed to backstop the Rights Offering will receive a $3 million cash payment on the effective date of the Plan and reimbursement of expenses in an amount of up to $1.7 million in consideration for such commitment. Following consummation of the Plan it is expected that affiliates of FG will manage the Propco Properties and the Opco Assets pursuant to long term management contracts. Following the consummation of the Plan, SCI and certain of the other Debtors will be dissolved and, except to the extent set forth in the Plan, none of New Propco, FG or any of their respective affiliates will succeed to the assets or liabilities of SCI or the other Debtors. Although the Plan was confirmed by the Bankruptcy Court on August 27, 2010, consummation of the Plan is subject to the satisfaction of certain conditions precedent, including receipt of all required approvals of gaming regulatory authorities, the Company said. As of June 30, 2010, 41,674,838 shares of SCI's non-voting common stock, $0.01 par value per share, and 41.7 shares of SCI's voting common stock, $0.01 par value per share, were issued and outstanding. Additional shares of SCI capital stock will not be issued in connection with the Plan. As of June 30, 2010, SCI had total assets of approximately $4.3 million and total liabilities of approximately $6.7 million. SCI Files Supplements to First Amended Plan Prior to the order confirming the Debtors' First Amended Joint Chapter 11 Plan of Reorganization, the Debtors filed with the Court an Executed New Opco Asset Purchase Agreement as Exhibit 5 to the Plan Supplement. The parties to the New Opco Asset Purchase Agreement have entered into the First Amendment to Asset Purchase Agreement, dated August 26, 2010, a full-text copy of which is available for free at http://bankrupt.com/misc/SCI_1stAmendedAPA.pdf About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. Station Casinos Inc., together with its affiliates, filed for Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Milbank, Tweed, Hadley & McCloy LLP serves as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP is local counsel. Lazard Freres & Co. LLC is investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) STATION CASINOS: U.S. Trustee Amends Committee Appointment ---------------------------------------------------------- Nicholas Strozza, assistant U.S. Trustee for Region 17, amended the list of members in the Official Committee of Unsecured Creditors in the Chapter 11 cases of Station Casinos, Inc., and its debtor affiliates, to remove Serengeti Asset Management, LP. The Creditors' Committee is now composed of: (1) Law Debenture Trust Company of New York, as Trustee 400 Madison Avenue #4 New York, NY 10017 Represented by: Richard Hiersteiner, Esq. Edwards Angell Palmer & Dodge, LLP 111 Huntington Avenue Boston, MA 02199 (2) Wilmington Trust Company Attn: Steven Cimalore 1100 North Market Street, Rodney Square North Wilmington, DE 19890 Represented by: Kristopher M. Hansen, Esq. Stroock & Stroock & Lavan 180 Malden Lane New York, NY 10038 (3) Fidelity Management & Research Company Attn: Nate Van Duzer 82 Devonshire Street, V13H Boston, MA 02109 About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. Station Casinos Inc., together with its affiliates, filed for Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Milbank, Tweed, Hadley & McCloy LLP serves as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP is local counsel. Lazard Freres & Co. LLC is investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) STEWART COMMERCIAL: Case Summary & 11 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Stewart Commercial Properties of FL, LLC 1607 Frederica Road, Suite 202 Saint Simons Island, GA 31522 Bankruptcy Case No.: 10-21213 Chapter 11 Petition Date: September 16, 2010 Court: United States Bankruptcy Court Southern District of Georgia (Brunswick) Debtor's Counsel: C. James McCallar, Jr., Esq. MCCALLAR LAW FIRM P.O. Box 9026 Savannah, GA 31412 Tel: (912) 234-1215 Fax: (912) 236-7549 E-mail: mccallar@mccallarlawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 11 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/gasb10-21213.pdf The petition was signed by Thomas D. Stewart, Jr., Stewart Commercial Investments, Inc. member. STINSON, INC.: Case Summary & 5 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Stinson, Inc. 1300 Griffin Road Greenwood, AR 72936 Bankruptcy Case No.: 10-74891 Chapter 11 Petition Date: September 16, 2010 Court: U.S. Bankruptcy Court Western District of Arkansas (Fort Smith) Judge: Ben T. Barry Debtor's Counsel: Derrick Mark Davidson, Esq. DERRICK DAVIDSON, P.A. 3061 N. Market Avenue, Suite 8 Fayetteville, AR 72703 Tel: (479) 935-4100 Fax: (479) 856-6168 E-mail: derrick@davidsonbusinessattorney.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $100,001 to $500,000 A list of the Company's five largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/arwb10-74891.pdf The petition was signed by Robert Griffin, manager. Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- Robert Griffin & Julia Griffin 10-73471 07/06/10 The Plantation, LLC 10-74742 09/08/10 Oakview Homes, LLC 10-74830 09/14/10 Iron Tree Homes, Inc 10-74832 09/14/10 Fairview Construction Co, LLC 10-74834 09/14/10 Corinthian Court, LLC 10-74837 09/14/10 O L Frisco, LLC 10-74838 09/14/10 Sabram Estates, LLC 10-74847 09/15/10 Silver Leaf East, LLC 10-74860 09/15/10 Silver Leaf West, LLC 10-74850 09/15/10 Trinity Estates, LLC 10-74858 09/15/10 J & R Development, LLC 10-74885 09/16/10 SUK HEE SUH: Chapter 11 Trustee Taps Winthrop Couchot as Counsel ---------------------------------------------------------------- Richard J. Laski, the Chapter 11 trustee in the reorganization case of SYS Hospitality, LLC, asks the U.S. Bankruptcy Court for the Central District of California for permission to employ Winthrop Couchot Professional Corporation as general insolvency counsel. SYS Hospitality is a debtor-affiliate of Suk Hee Suh. The firm will, among other things: -- advice and assist the trustee with respect to compliance with the requirements of the Office of the U.S. Trustee; -- advice the trustee regarding matters of bankruptcy law, including the rights and remedies of the trustee and the Debtor in regard to the Debtor's assets and to claims of the Debtor's creditors; and -- represent the trustee and the Debtor in any proceedings or hearing in the Court and in any proceedings in any other court where the Debtor's and the trustee's rights under the Bankruptcy Code may be litigated or affected. The firm has not received a retainer in the case. The Debtor agreed to fund, on a monthly basis, subject to the Debtor's right to use cash collateral, an amount to the greater of the fees and costs actually incurred by the firm. Garrick A. Hollander, an attorney at the firm, assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Suk Hee Suh La Canada Flintridge, California-based Suk Hee Suh filed for Chapter 11 bankruptcy protection on April 9, 2010 (Bankr. C.D. Calif. Case No. 10-23682). Robert M. Yaspan, Esq., at the Law Offices of Robert M Yaspan, assists the Debtor in its restructuring effort. The Company disclosed $10,253,055 in assets and $19,380,036 in liabilities as of the Petition Date. An affiliate, SYS Hospitality LLC, doing business as Hawthorn Suites, also filed for Chapter 11 on April 9, 2010 (Bankr. C.D. Calif. Case No. 10-20501). The Debtor disclosed assets of $434,800 and debts of $10,319,421 in its Chapter 11 petition. SUK HEE SUH: Richard Laski Named as Ch. 11 Trustee in Unit's Case ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California approved the appointment of Richard Laski as Chapter 11 trustee in the reorganization case of SYS Hospitality, LLC, a debtor- affiliate of Suk Hee Suh. La Canada Flintridge, California-based Suk Hee Suh filed for Chapter 11 bankruptcy protection on April 9, 2010 (Bankr. C.D. Calif. Case No. 10-23682). Robert M. Yaspan, Esq., at the Law Offices of Robert M Yaspan, assists the Debtor in its restructuring effort. The Company disclosed $10,253,055 in assets and $19,380,036 in liabilities as of the Petition Date. An affiliate, SYS Hospitality LLC, doing business as Hawthorn Suites, also filed for Chapter 11 on April 9, 2010 (Bankr. C.D. Calif. Case No. 10-20501). The Debtor disclosed assets of $434,800 and debts of $10,319,421 in its Chapter 11 petition. SUSAN WOLF: Case Summary & 14 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Susan C. Wolf 2164 Second Street Northbrook, IL 60062 Bankruptcy Case No.: 10-41582 Chapter 11 Petition Date: September 16, 2010 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: John H. Squires Debtor's Counsel: Ariel Weissberg, Esq. WEISSBERG & ASSOCIATES, LTD 401 S. LaSalle Street, Suite 403 Chicago, IL 60605 Tel: (312) 663-0004 Fax: (312) 663-1514 E-mail: ariel@weissberglaw.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 14 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb10-41582.pdf SWB WACO: Gets Court's Interim Nod to Use Cash Collateral --------------------------------------------------------- SWB Waco SH, L.P., sought and obtained interim authorization from the Hon. Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas to use the cash collateral of Sterling Bank until September 28, 2010. The Debtor is party to the Construction Real Estate Lien Note dated April 22, 2008, by and between the Debtor and the Bank in the maximum principal amount of $18 million. Concurrent with the execution of the note, the Debtor executed a Construction Deed of Trust, Security Agreement, and Financing Statement. The Debtor and the Bank assert that the Bank's prepetition claims are secured by perfected liens and security interests in an apartment complex in Waco, Texas, and any and all rents, proceeds, product, profits or offspring of the foregoing. David R. Jones, Esq., at Porter & Hedges, L.L.P., explained that the Debtor needs to use the cash collateral to fund its Chapter 11 case, pay suppliers and other parties. The Debtor will use the collateral pursuant to a weekly budget, a copy of which is available for free at http://bankrupt.com/misc/SWB_budget.pdf In exchange for using the cash collateral, the Debtor will grant the Bank a first priority, perfected replacement lien and security interest in all postpetition rents and other estate property to the extent that cash collateral is used by the Debtor. The Court has set a final hearing for September 27, 2010, at 3:30 p.m. Sugar Land, Texas-based SWB Waco SH, L.P., owns a recently constructed 375 bed apartment complex, which is part of a re- development project of the downtown Waco area and serves primarily as an off-campus student housing facility for Baylor University. SWB Waco filed for Chapter 11 bankruptcy protection on September 7, 2010 (Bankr. S.D. Tex. Case No. 10-38001). David Ronald Jones, Esq., at Porter And Hedges LLP, and the law firm of Walker & Patterson, P.C., assist the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million as of the petition date. SWB WACO: Taps Porter & Hedges as Bankruptcy Counsel ---------------------------------------------------- SWB Waco SH, L.P., asks for authorization from the U.S. Bankruptcy Court for the Southern District of Texas to employ Porter & Hedges, L.L.P., as bankruptcy counsel. P&H will, among other things: -- conduct examinations of witnesses, claimants and other parties in interest; -- prepare additional appropriate pleadings and other legal Instruments required to be filed in this case; -- represent the Debtor in all proceedings before the Court and in any other judicial or administrative proceeding in which the rights of the Debtor or the estate may be affected; and -- advise the Debtor in connection with the formulation, solicitation, confirmation and consummation of any plan or plan of reorganization which the Debtor may propose. The hourly rates of P&H's personnel are: Partners $350-$600 Of Counsel $400-$425 Associates/Staff Attorneys $225-$350 Legal Assistants/Law Clerks $135-$185 David R. Jones, Esq., a partner at P&H, assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Sugar Land, Texas-based SWB Waco SH, L.P., owns a recently constructed 375 bed apartment complex, which is part of a re- development project of the downtown Waco area and serves primarily as an off-campus student housing facility for Baylor University. SWB Waco filed for Chapter 11 bankruptcy protection on September 7, 2010 (Bankr. S.D. Tex. Case No. 10-38001). The Debtor estimated its assets and debts at $10 million to $50 million as of the petition date. SYNAGRO TECHNOLOGIES: S&P Affirms 'CCC+' Corporate Credit Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed all ratings, including its 'CCC+' corporate credit rating, on organic residuals and biosolids services provider Synagro Technologies Inc. At the same time, S&P revised the outlook to positive from negative. "During recent quarters, Synagro has progressed in reducing debt, improving profitability, and increasing the amount of headroom under its financial covenants to modestly improved levels," said Standard & Poor's credit analyst James Siahaan. "However, S&P recognize that the company's business prospects are still subject to some uncertainty as the company undertakes steps to mitigate the impact of the loss of a sizable contract and as municipal budgets continue to remain weak." The company had total adjusted debt (including non-recourse revenue bonds) of approximately $573 million at June 30, 2010. The ratings on Houston-based Synagro reflect the company's highly leveraged financial risk profile, including high debt and weak cash flow protection measures with funds from operations to total adjusted debt of 10%. Although the essential nature of services and the high percentage of sales under long-term contracts provide stability to the top line, challenging economic conditions continue to hurt municipalities, which account for more than 90% of the company's revenues. Given this backdrop, Synagro's volumes and pricing could continue to be weak. However, through recent debt repurchases and improved operating profitability, the company has increased the level of headroom under its financial covenants, providing incremental flexibility to cope with the economic weakness. SYNCHRONOUS AEROSPACE: Moody's Affirms 'Caa1' Default Rating ------------------------------------------------------------ Moody's Investors Service has affirmed the Caa1 probability of default rating of Synchronous Aerospace Group and revised the company's corporate family rating to Caa1 from B3, on par with the PDR. The rating outlook remains negative. The ratings are: * Corporate family, to Caa1 from B3 * Probability of default, Caa1 * $20 million senior secured revolver due August 2013, B3 LGD 3, to 34% from 35% * $74 million senior secured term loan due August 2014, B3 LGD 3, to 34% from 35% Ratings Rationale The Caa1 probability of default rating reflects Synchronous' small size, minimal liquidity, and high leverage against expectation of improving commercial aircraft build rates. (Moody's calculation of leverage includes 25%/75% debt/equity credit for Synchronous' 8% Series A Preferred Stock.) The PDR also encompasses recognition that, although annual revenues are not high, Synchronous possesses six manufacturing facilities. A dispersed manufacturing base limits some economies of scale in overhead and makes operating income less resilient to negative cost variances or revenue softness -- Moody's expect that 2010 earnings softness will partly reflect this shortcoming. Although 2010 revenues will likely be on par with the relatively soft 2009 level, Moody's expect Synchronous will have repaid $10 million of its 2009 debt balance over 2010 (to $70 million from $80 million) from operating cash flow and low capital spending. Near-term debt maturities are minimal and Moody's expect that the company's revolver borrowing need should remain limited. As well, Moody's understand the first lien credit facility's administrative agent is the sole first lien participant which could facilitate any needed first lien credit agreement amendment negotiations. The negative rating outlook reflects risk that net unprofitability could continue, and that Synchronous may require continued support from its financial sponsor to prevent further liquidity profile deterioration. Moody's consider the liquidity profile weak because the company maintains a negligible cash balance while financial ratio covenant tightness will likely constrain Synchronous' ability to borrow under its $20 million revolving credit line. A first lien credit facility amendment may be required as test thresholds step-down to final levels in coming quarters. Without looser financial ratio covenant test levels, should demand materially increase, funds for working capital could be lacking. As a result of Moody's decision to revise the stress-scenario credit recovery rate to 50% from 65%, the corporate family rating has been revised to Caa1 from B3. Upward rating momentum would follow expectation of EBIT (which excludes depreciation and amortization) to interest approaching 1.0 times with an adequate liquidity profile. Downward rating momentum would follow expectation of EBIT (which excludes depreciation and amortization) to interest below 0.5 times and/or increased default potential. Synchronous Aerospace Group headquartered in Santa Ana, CA, is a manufacturer of structural components for the commercial and military aerospace and space industries. Synchronous is majority owned by the private equity firm Littlejohn & Co., LLC. THETA INVESTMENTS: Case Summary & 2 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Theta Investments, LLC. 20520 Latour Way Reno, NV 89511 Bankruptcy Case No.: 10-53708 Chapter 11 Petition Date: September 16, 2010 Court: United States Bankruptcy Court District of Nevada (Reno) Judge: Gregg W. Zive Debtor's Counsel: Stephen R. Harris, Esq. BELDING, HARRIS & PETRONI, LTD. 417 W Plumb Ln Reno, NV 89509 Tel: (775) 786-7600 Fax: (775) 786-7764 E-mail: steve@renolaw.biz Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb10-53708.pdf The petition was signed by Allan J. Siemons, managing member. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Les Maisons, Ltd. 10-53707 09/16/10 THIS LITTLE PIGGY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: This Little Piggy Wears Cotton Inc 6385-B Rose Lane Carpinteria, CA 93013 Bankruptcy Case No.: 10-14785 Chapter 11 Petition Date: September 16, 2010 Court: U.S. Bankruptcy Court Central District of California (Santa Barbara) Judge: Robin Riblet Debtor's Counsel: C. Lawrence Powell, Esq. 4299 Carpinteria Avenue, Suite 200 Carpinteria, CA 93013 Tel: (805) 684-8480 Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-14785.pdf The petition was signed by Jennifer Powell, president. TRIAD GUARANTY: Adopts Tax Benefits Preservation Plan ----------------------------------------------------- Triad Guaranty Inc. announced Tuesday that its board of directors has adopted a Tax Benefits Preservation Plan to help protect the ability of the Company and its subsidiaries to recognize certain potential tax benefits in future periods from net unrealized built-in losses and tax credits. Benefits would be substantially limited if there were an "ownership change" of the Company as defined under Section 382 of the Internal Revenue Code and related Internal Revenue Service pronouncements. In general, an ownership change would occur if the Company's "5% shareholders," as defined under Section 382, collectively increase their ownership in the Company by more than 50 percentage points over a rolling three-year period. The Plan is designed to reduce the likelihood that the Company will experience an ownership change by (i) discouraging any person or group from becoming a "5% shareholder" and (ii) discouraging any existing "5% shareholder" from acquiring more than a minimal number of additional shares of the Company's stock. There is no guarantee, however, that the Plan will prevent the Company from experiencing an ownership change. As part of the Plan, the Company's board of directors declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of its common stock. The dividend will be payable to holders of record as of the close of business on September 27, 2010, but the Rights would only be activated if triggered by the Plan. The Rights will be triggered in any instance of a person becoming a 5% shareholder or by an existing 5% shareholder increasing its ownership percentage (subject to certain exceptions). If triggered, each Right would become exercisable, which could result in significant economic dilution to such acquiring person. The Rights will trade with, and be represented by, the existing common stock of the Company and no further action by stockholders is necessary unless and until a triggering event occurs and the Rights become exercisable. Should the Rights become exercisable, the Company will notify stockholders. The Rights expire on the earliest of: -- May 31, 2014; -- the time at which all Rights are redeemed or exchanged; -- the first day of a taxable year of the Company as to which the Company's board of directors determines that no tax benefits may be carried forward; -- a date, prior to the date of the first public announcement that the plan has been triggered, on which the Company's board of directors determines that the Rights and the Plan are no longer necessary for the preservation or existence of the tax benefits or are no longer in the best interests of the Company and its stockholders; -- the failure of stockholders to approve the Plan at the 2011 annual meeting of the Company's stockholders; and -- the repeal or amendment of Section 382 or any successor statute, if the Company's board of directors determines that the Plan is no longer necessary for the preservation of tax ' benefits. The issuance of the Rights will not affect the Company's reported earnings per share, is not taxable to the Company or its stockholders and will not change the way in which Company shares are traded prior to the triggering of the Rights. A full-text copy of the Tax Benefits Preservation Plan is available for free at http://researcharchives.com/t/s?6b52 About Triad Guaranty Winston-Salem, N.C.-based Triad Guaranty Inc. (OTC BB: TGIC) -- http://www.triadguaranty.com/-- is a holding company which, through its wholly-owned subsidiary, Triad Guaranty Insurance Corporation, historically has provided mortgage insurance coverage in the United States. TGIC is pursuing a run-off of its existing in-force book of business. The Company's balance sheet as of June 30, 2010, showed $1.086 billion in total assets, $1.734 billion in total liabilities, and a stockholders' deficit of $648.1 million. * * * As reported in the Troubled Company Reporter on March 22, 2010, Ernst & Young LLP, in Atlanta, Ga., expressed substantial doubt about the Company's ability to continue as a going concern, following its results for 2009. The independent auditors noted that the Company is operating the business in run-off under Corrective Orders with the Illinois Department of Insurance and has reported a net loss for the year ended December 31, 2009, and has a stockholders' deficiency in assets at December 31, 2009. The Company acknowledged in its quarterly report for the three months ended June 30, 2010, that there is substantial doubt as its ability to continue as a going concern, based on, among other things, the possible inability of Triad to comply with the provisions of the Corrective Orders and the Company's ability to generate enough income over the term of the remaining run-off to overcome the existing $648.1 million deficit in assets. TRIBUNE CO: Aurelius Capital Asks for Chapter 11 Trustee -------------------------------------------------------- Aurelius Capital Management, LP, acting on behalf of its managed funds, asks Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware to appoint a trustee in the Chapter 11 cases of Tribune Company and its debtor affiliates, pursuant to Section 1104(a)(1),(2) and (3) of the Bankruptcy Code. Aurelius is one of the largest holders of pre-leverage buyout bonds issued by Tribune Company and is one of the largest unsecured creditors in the Debtors' Chapter 11 cases. Section 1104(a)(i) of the Bankruptcy Code provides that a court will appoint a trustee for cause, including fraud, dishonesty, incompetence, or gross mismanagement of the affairs of the debtor by current management, either before or after the Petition Date. According to Aurelius, the appointment of a trustee in the Debtors' Chapter 11 cases is mandatory because: -- the Debtors' undisclosed payment of certain LBO lenders' bank fees exemplifies their lack of candor and disregard of the policy of transparency inherent to every Chapter 11 proceeding; -- a conflict results in the Debtors' unwillingness to pursue causes of action against insiders or third parties; -- there exists extreme acrimony among the parties; and -- the stakeholders have completely lost confidence in management's ability to act as an "honest broker" or to propose a confirmable plan. William P. Bowden, Esq., at Ashby & Geddes, P.A., in Wilmington, Delaware, attorney for Aurelius, says although the Chapter 11 Examiner did not directly address whether a trustee should be appointed, the Examiner Report portrays a textbook case for the appointment of a trustee. He notes that the Examiner found that both present and former officers appear to have acted with deliberate dishonesty and in violation of their fiduciary duties in connection with the very transactions that landed Tribune in Chapter 11. Unsurprisingly, he asserts, the Debtors have already consumed 21 months trying to block investigation and prosecution of these matters at every turn, including the Examiner's investigation that proved so revealing. "While an official creditors committee can serve as a representative to pursue estate causes of action, it cannot otherwise perform the duties of a trustee, and it cannot compensate for the risk of having corrupt and conflicted individuals managing the debtors' affairs," Mr. Bowden tells the Court. "Moreover, in this instance, the Committee itself and its principal counsel are riddled with conflicts and have an impressive track record of trying to protect the interests of LBO Lenders and management at the expense of other unsecured creditors," he adds. The Court previously entered an order appointing the Honorable Kevin Gross as mediator to conduct mediation concerning the terms of a plan of reorganization, including the appropriate resolution of the LBO-Related Causes of Action. Aurelius relates that while it welcomes the opportunity to participate in the mediation, the initiation of that process has not obviated the need for the prompt appointment of a trustee in the Debtors' cases. Regardless of whether the Mediation results in a settlement of all plan-related issues, it is essential that a disinterested fiduciary be appointed to proceed with investigating and asserting valuable causes of action, which are due to soon to expire, Aurelius avers. Aurelius tells the Court that it wishes that it had the luxury of forbearing while mediation is pursued. Aurelius is nonetheless compelled to seek the expeditious appointment of a trustee because of rapidly approaching statutes of limitation, Mr. Bowden says. The deadline to commence avoidance actions relating to the LBO Transactions will occur on December 8, 2010. While the timely appointment of a trustee would extend by one year the deadline for avoidance actions, it would not extend the deadline for non- avoidance actions, Mr. Bowden notes. Aurelius asserts that without an independent trustee, it is unlikely that a plan can get confirmed and that the Debtors will emerge from bankruptcy in the near future. Aurelius also asks the Court to enter an order scheduling and setting a hearing on the Trustee Motion and related Motion to Seal for the first available hearing date after October 1, 2010 with a corresponding schedule for responsive pleadings. At Aurelius's behest, the Court will convene a hearing on the Trustee Motion on October 22, 2010. In a separate filing, Aurelius seeks the Court's authority to file under seal redacted portion of the Trustee Motion. Aurelius seeks an order from the Court determining whether the Redacted Information contained in the Trustee Motion is confidential or commercially sensitive information of the type contemplated by Section 107(b) of the Bankruptcy Code, and if so, granting Aurelius permission to file the Trustee Motion under seal pursuant to Federal Rule 9018 and Local Rule 9018 1(b). Should the Court determine that the Redacted Information does not all within the ambit of Section 107(b), and therefore deny the Motion to Seal, Aurelius shall promptly file and serve its Trustee Motion in full, unredacted form. About Tribune Co Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. And Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors had $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Committee Wants Right to Sue Directors, Shareholders ---------------------------------------------------------------- The Official Committee of Unsecured Creditors in Tribune Co.'s Chapter 11 cases asks the U.S. Bankruptcy Court for the District of Delaware to grant it leave, standing and authority to commence, prosecute and settle certain claims or causes of action against: (a) Tribune's board of directors and its officers at the time of the leveraged buyout transaction; (b) the board of directors and officers of those Tribune subsidiaries that guaranteed certain indebtedness incurred by Tribune during the transaction; (c) several entities which were among Tribune's largest shareholders during the relevant time period and effectively controlled the D&O Defendants' actions in approving the ruinous LBO Transaction; (d) Samuel Zell, a billionaire investor who orchestrated the takeover of Tribune, and his affiliated entities Equity Group Investments, LLC, EGI-TRB, LLC, and Sam Investment Trust; (e) assignees of EGI-TRB's interests in a certain subordinated promissory note; (f) Valuation Research Corporation, one of Tribune' financial advisors, which provided solvency opinions in connection with the LBO Transaction; (g) certain persons and legal entities who aided and abetted, benefited from, or otherwise participated, directly or indirectly, in the wrongful acts alleged in the Complaint, whose identities are yet to be determined; and (h) persons and legal entities who redeemed, sold, or traded shares of Tribune stock in connection with the LBO Transaction and, accordingly, received payments from Tribune, most of whose identities are yet to be determined. The Committee originally filed its Standing Motion on February 1, 2010. This recent motion serves as a supplement to the Original Motion to reflect developments since the Original Motion was briefed, including the filing of the Examiner Report in August this year. According to Rebecca L. Butcher, Esq., at Landis Rath & Cobb LLP, in Wilmington, Delaware, counsel to the Committee, the Committee's revised draft complaint sets forth new claims, including: (a) a separate fraudulent transfer claim of actual fraud against the LBO Lenders based on the facts developed by the Examiner that he concluded made it reasonably likely that there was an intentional fraudulent transfer in connection with the LBO; (b) federal and state law tort claims against Morgan Stanley arising out of its conduct while an advisor to the Company and the special committee to the Tribune Board of Directors from 2006 to 2008; and (c) a claim of aiding and abetting breach of fiduciary duties against Morgan Stanley, JPMorgan Chase Bank, N.A., Merrill Lynch Capital Corporation, Citigroup North America, Inc., and Bank of America, N.A., alleging that Tribune's senior financial management breached its fiduciary duties to the Company bay taking improper actions to close the LBO and that Tribune management was aided and abetted by these defendants. A full-text copy of the Revised Complaint is available for free at http://bankrupt.com/misc/Tribune_CommRevComplaint.pdf The claims arise from the LBO Transaction consummated by the Debtors, beginning in April of 2007 and concluding in December of 2007, which resulted in the transfer of the ownership of Tribune and its subsidiaries to the newly formed Tribune Employee Stock Ownership Plan. The Claims against the Defendants are premised upon causes of action including, but not limited to (1) breach of fiduciary duty; (2) aiding and abetting breach of fiduciary duty; (3) professional malpractice; (4) violation of Delaware General Corporation Law Sections 160 and 173; (5) unjust enrichment; (6) constructive or intentional fraudulent transfer; (7) mandatory subordination; and (8) equitable subordination or disallowance. Ms. Butcher relates that from the day the Committee was appointed, it has sought to determine whether the LBO Transaction and the obligations incurred in connection with the LBO Transaction caused and precipitated the Debtors' spiral into bankruptcy only after a year after the LBO Transaction was completed. Ms. Butcher asserts that because very serious and significant questions exist regarding issues of solvency, due diligence and the exercise of fiduciary duties with respect to the LBO Transaction, the Committee has conducted an investigation into the Defendants' actions. That investigation, she notes, included the review of millions of pages of documents obtained from the relevant parties and other discovery. As a result of the investigation, and on the basis of additional information adduced through this bankruptcy proceeding, the Committee has concluded that the LBO Transaction gave rise to significant claims on behalf of the Debtors and is prepared to commence an action against the Defendants, Ms. Butcher relates. In addition to its own investigation, the Committee relates that it has had the benefit of extensive factual findings reflected in the report of the Examiner. The Examiner Report, along with numerous exhibits and interview transcripts, was filed under seal on July 26, 2010, and thereafter made available to the public in unredacted form. Because several of the claims are against certain of their current and former directors and officers, the Debtors will not pursue, and effectively could never pursue, those claims, Ms. Butcher avers. The Committee should therefore be granted authority to step into the Debtors' shoes in order to pursue these claims for the benefit of the Debtors' estates, she adds. Ms. Butcher tells the Court that a failure to grant the Committee authority to prosecute the Claims would result in a loss to the estates and their creditors, and would unjustly allow the Defendants to benefit from their misconduct. "Given the Debtors' inability and unwillingness to prosecute the claims, the Committee is the only party-in-interest qualified to pursue them," Ms. Butcher maintains. On September 1, 2010, the Court appointed the Honorable Kevin Gross to mediate disputes concerning the appropriate terms of a plan of reorganization, including the appropriate resolution of the LBO-Related Causes of Action. The Committee supports the mediation process and the efforts of Judge Gross and the parties to achieve a consensual plan. According to the Committee, the Standing Motion is not filed with intent to thwart or interfere with the mediation, and Court approval of the Standing Motion will not have that effect. The Committee tells the Court that it files the Standing Motion in light of the December 8, 2010 statutory deadline to commence avoidance actions. Apart from obtaining standing, however, the Committee relates that it is its intention to stand down from further prosecution of the claims while the mediation is pending before Judge Gross. A hearing on the Standing Motion will be held on October 22, 2010. In a separate filing, the Committee seeks the Court's authority to file under seal Exhibit A to the Standing Motion. Exhibit A to the Standing Motion is a draft Complaint. The Committee relates that prior to the Standing Motion, it has obtained information on a confidential basis from the Debtors and other parties that had a connection with the LBO Transaction or its financing. The Draft Complaint contains confidential information provided to the Committee. The Committee also seeks the Court's authority to file under seal an unredacted version of Exhibit A to its supplement to its Standing Motion. According to the Committee, Exhibit A to the Supplement is a draft Complaint and Objection to Claims which contains information obtained on a confidential basis from the Debtors and many other parties that had a connection with the LBO transaction or its financing. About Tribune Co Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. And Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors had $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Missouri Revenue Department Objects to Plan ------------------------------------------------------- The Missouri Department of Revenue asks the Court to deny confirmation of the Debtors' Plan of Reorganization because the terms of the Plan lacks specificity regarding payment of priority tax claims which made it extremely difficult to enforce in the event of a default in Plan payments. The Department relates that it has filed a priority tax claim for $4,175 for 2006 and 2007 corporate income tax liability. One of the Debtors' options for payment of the Allowed Priority Tax Claims provides for regular installments in cash equal to the allowed amount of the claim over a period ending not later than the fifth anniversary of the Petition Date with interest as provided under Section 511 of the Bankruptcy Code, according to the Department. The Plan states that installment payments will commence after the Priority Tax Claims becomes an Allowed Claim. The Department maintains that it appears from the definition of an Allowed Claim that it will not be possible to determine whether its Priority Tax Claim is an Allowed Claim and thus trigger installment payments until the deadline to object to claims expires. Accordingly, the Department requests that the Debtors incorporate this language in the Plan: "In the event that the Missouri Department of Revenue's Allowed Administrative Expenses, Allowed Priority Tax Claims, and Allowed General Unsecured Claims are not paid in accordance with the terms of the Plan of Reorganization or Confirmation Order, Debtor will be in default. The Department will provide Debtor with written notice of the default by mail. If default is not made good within fifteen (15) days after notification, the entire principal and accrued interest shall at once become due and payable without further notice. The Department may thereafter proceed with either or all of the following remedies: (a) enforce the entire amount of its claim under Missouri law; (b) exercise any and all its rights and remedies under Missouri law; (c) seek such relief as may be appropriate in this Court." The Chapter 11 Plan The U.S. Bankruptcy Court for the District of Delaware appointed federal judge Kevin Gross as mediator to assist negotiations between Tribune and various creditor constituencies as the Company's Chapter 11 process moves forward. The Plan is built on a settlement of the buyout claims among some lower ranking creditors, lenders, including JPMorgan Chase & Co., and Tribune managers. The settlement is opposed by holders of $3.6 billion in prepetition secured debt who announced their opposition even before the settlement was formally disclosed. Tribune has filed papers with the Federal Communications Commission seeking to transfer ownership of the broadcast licenses as part of its plan to reorganize under Chapter 11. About Tribune Co Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. And Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors had $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRICO MARINE: Creditors Object to $35 Million DIP Loan ------------------------------------------------------ BankruptcyData.com reports that Trico Marine Services' official committee of unsecured creditors filed with the U.S. Bankruptcy Court separate objections to the Debtors' motion seeking authority to obtain DIP financing. According to the Committee, "Of the $35 million that the Debtors propose to "borrow," the Debtors will never see $25 million (over 7 1%), which will flow from one Tennenbaum pocket to another Tennenbaum pocket by means of a roll- up of Tennenbaum's $25 million first-lien, prepetition debt into the postpetition DIP financing. By agreeing to roll-up $25 million of prepetition debt into postpetition debt, the Debtors have submitted to the DIP Lenders' extraordinary bargaining leverage and prejudiced their estates in at least several respects." The Debtors are seeking to obtain postpetition secured financing from Tennenbaum Opportunities Partners V, LP, Special Value Continuation Partners, LP, and Tennenbaum DIP Opportunity Fund, LLC, and to use the cash collateral. The DIP lenders have committed to provide up to $35 million in secured superpriority priming senior credit facility, consisting of: (i) DIP financing new money loans and, upon entry of the final order, (ii) the refinancing loan to refinance the amended U.S. credit facility debt. The proposed DIP facility will mature on March 11, 2011. The Debtor will pay interest on unpaid principal under the DIP loans at a rate of 11.5% per annum plus the greater of (i) the LIBOR rate or (ii) 2.5%. In the event of default, the Debtor will pay an additional 2% interest. A copy of the DIP financing agreement is available for free at: http://bankrupt.com/misc/TRICO_dipfinancingpact.pdf http://bankrupt.com/misc/TRICO_dipfinancingpact2.pdf http://bankrupt.com/misc/TRICO_dipfinancingpact3.pdf The Court has set a final hearing for September 21, 2010, at 9:00 a.m. prevailing Eastern time on the Debtors' request to obtain DIP financing and use cash collateral. About Trico Marine Texas-based Trico Marine Services, Inc. -- http://www.tricomarine.com-- provides subsea services, subsea trenching and protection services, and towing and supply vessels. Trico filed for Chapter 11 protection on August 25, 2010 (Bankr. D. Del. Case No. 10-12653). John E. Mitchell, Esq., Angela B. Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP, assist the Debtor in its restructuring effort. The Debtor disclosed $30,562,681 in assets and $353,606,467 in liabilities as of the Petition Date. Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10- 12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico Marine International, Inc. (Case No. 10-12650), Trico Marine Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No. 10-12652) filed separate Chapter 11 petitions. Cahill Gordon & Reindell LLP is the Debtors' special counsel. Alix Partners Services, LLC, is the Debtors' chief restructuring officer. Epiq Bankruptcy Solutions is the Debtors' claims and notice agent. ULTIMATE ESCAPES: Files for Bankruptcy Protection ------------------------------------------------- Ultimate Escapes Holdings LLC together with 84 affiliates sought Chapter 11 protection in Wilmington, Delaware on September 20 (Bankr. D. Del. Case No. 10-12915). The Board of Directors of UEI authorized the filing of a Chapter 11 petition following the recommendation of a Special Committee of UEI's independent directors in order to protect UEI's assets with a goal to maximize the value for all of its constituencies, including its creditors, its members and potentially its shareholders. The Company has requested that the Court approve the appointment of CRG Partners, LLC to provide the services of a Chief Restructuring Officer and supporting personnel, and UEI has also filed a variety of first day motions that will allow it to manage its critical operations with the goal of continuing to provide a reasonable level of services to its members for the short period of the expected proceeding. UEI, in conjunction with its largest secured lender under an agented credit facility, is exploring the sale of its operations to another destination club, hospitality company, or investment group as well as other strategic alternatives. Efforts to explore such options had begun several weeks ago. Among the options which have been explored is the possibility of a stand-alone plan whereby members could acquire equity in the club. In order to facilitate the sale of UEI's assets and operations, UEI's largest secured lender has agreed to provide a credit bid for substantially all of the assets of the Debtors. Pursuant to a proposed bidding process filed with the Bankruptcy Court, such secured lender's bid would be subject to higher and better bids through an auction process. It is anticipated that qualified interested parties may submit bids for all or parts of the Debtors' assets and operations, including bids on individual owned properties. If no higher and better bid is obtained within the process approved by the Bankruptcy Court, then such secured lender or its assignee will purchase substantially all or certain of the Debtors' assets to be determined at a final closing. No assurance can be given that any acceptable alternative will be found as an alternative to the sale to such secured lender. Accordingly no assurance can be given that the business of the Company will be sold as a going concern or that any such plan will result in any recovery to the shareholders or unsecured creditors of UEI. Events that Increase a Direct Financial Obligation The filing of the Chapter 11 Case described in Item 1.03 above constituted an event of default or otherwise triggered repayment obligations under a number of instruments and agreements relating to direct and indirect financial obligations of the UE Companies. As a result of this event of default, the obligations under the Debt Documents became, or may become at the election of the respective lenders, immediately due and payable. The Debt Documents and approximate amount of debt currently outstanding there under are: -- Consolidated Amended and Restated Loan and Security Agreement, dated as of September 15, 2009, as amended, with CapitalSource Finance LLC and the other lenders party thereto with respect to approximately $97.5 million of principal and accrued and unpaid interest as of the date hereof; and -- Second Mortgage Note among JDI Ultimate, L.L.C. and the borrowers listed therein dated April 30, 2007, as assigned by JDI Ultimate, L.L.C. to Ultimate Resort Holdings, LLC pursuant to the terms of that certain Assignment and Assumption of Loan dated as of October 29, 2009 with respect to approximately $10.5 million of principal and accrued and unpaid interest as of the date hereof. The Company believes that any efforts to enforce the payment obligations under the Debt Documents are stayed as a result of the filing of the Chapter 11 Case in the Bankruptcy Court. The Company estimated assets of $10 million to $50 million and debt of $100 million and $500 million in its Chapter 11 petition. Loan Default Beth Jinks and Jonathan Keehner at Bloomberg report that Ultimate Escapes Chief Executive Officer and Founder Jim Tousignant, 49, told members the six-year-old club was in default on a $90 million loan. Mr. Tousignant, in a Bloomberg interview last week, blamed the 2008 financial crisis for the Company's woes. He added that expenses rose as cash stopped flowing. More than 70 destinations and the Waldorf Astoria Hotel are no longer available to members following the bankruptcy filing, Ultimate Escapes said September 20 in an e-mail to members, according to Bloomberg. Industry Woes Bloomberg relates that destination clubs such as Ultimate Escapes and its larger competitor, AOL Inc. co-founder Steve Case's closely held Exclusive Resorts LLC, offer luxury vacations, complete with in- house concierges and on-call maids, as a more upscale, convenient and varied alternative to a timeshare or second home. At Ultimate Escapes, membership starts with a $70,000 one-time payment, plus $8,000 in annual dues for a minimum of 14 days of access to $1 million residences. Prices climb exponentially for longer breaks at more expensive properties. Industry sales, Bloomberg relates, rose to a peak of $610 million in 2007 from $450 million in 2004 before tumbling to $195 million last year, according to Ragatz Associates, a resort real estate consultant. Collecting mansions around the world left some clubs with too much debt and too few fee-paying members after the bust, derailing some with a business model that relied on increasing annual fees by signing up new vacationers. At least three clubs, High Country Club LLC, Solstice LLC and the Lusso Collection, have already gone bankrupt. Members Like Unsecured Creditors "The problem with destination clubs is that members don't own the actual real estate," said Howard C. Nusbaum, president of the American Resort Development Association, according to the Bloomberg report. "They get treated like kings, but if the developer gets into trouble there's no recourse. If the club goes bankrupt, members have to get in line like any other unsecured creditor." Some clubs, such as Equity Estates, where members own a portion of the real estate or the club itself, and the biggest membership- only group, Exclusive, are growing, said Levi Moe, founder of Destination Club News, which publishes an independent newsletter tracking the industry. ULTIMATE ESCAPES: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Ultimate Escapes Holdings, LLC 3501 West Vine Street, Suite 225 Kissimmee, FL 34741 Bankruptcy Case No.: 10-12915 Debtor-affiliates filing separate Chapter 11 petitions: Ultimate Resort, LLC Ultimate Operations, LLC Ultimate Resort Holdings, LLC Ultimate Escapes, Inc. (fka Secure America Acquisition Corporation) P & J Partners, LLC UE Holdco, LLC UE Member, LLC Ultimate Escapes Clubs, LLC Ultimate Escapes Elite Club, LLC Ultimate Escapes Signature Club, LLC Ultimate Escapes Premiere Club, LLC Ultimate Scottsdale, LLC Ultimate Lake Tahoe, LLC Ultimate Colorado, LLC Ultimate Telluride Mountain Village, LLC Ultimate Naples Strada Bella, LLC Ultimate Naples Monteverde, LLC Ultimate Palm Beach Ocean, LLC Ultimate Maui Wailea Beach, LLC Ultimate Sun Valley MacKenzie, LLC Ultimate Sun Valley Plaza Townhouse, LLC Ultimate New York Trp International, LLC Ultimate Kiawah Turtle Beach, LLC Ultimate Park City Silverlake, LLC Ultimate Jackson Hole Snake River, LLC Bahamas Investments I, LLC Bahamas Investments II, LLC Bahamas Investments III, LLC Bahamas Investments IV, LLC Cabo Casa Tortuga, LLC Cabo Esperanza #1501, LLC Cabo Esperanza #1502, LLC Cabo Esperanza #1503, LLC Cabo Esperanza #1601, LLC Cabo Esperanza #1602, LLC Cabo Esperanza #1603, LLC Cabo Villa Del Sol, LLC Cabo Villa Eternidad, LLC Cabo San Lucas Villa Paraiso, LLC Ultimate Nevis Investments, LLC Snowflake Investments I, LLC Sunny Isles Investments I, LLC Tahoe Investments I, LLC Cabo Investments I, LLC Mahogany Run Investments I, LLC Candlewood Investments I, LLC Ultimate Scottsdale Rocks, LLC Ultimate Beaver Creek, LLC Ultimate Indian Rocks Beach, LLC Ultimate Key West, LLC Ultimate Lake Las Vegas, LLC Ultimate Newport Americas, LLC Private Escapes of La Quinta Platinum, LLC Private Escapes La Quinta I, LLC Private Escapes La Quinta II, LLC Private Escapes Platinum of Copper Mountain, LLC Private Escapes Platinum Telluride, LLC Private Escapes of Steamboat, LLC Private Escapes of Lake Oconee, LLC Private Escapes of Waikoloa, LLC Private Escapes of Waikoloa II, LLC Private Escapes of Chicago, LLC Private Escapes of Currituck, LLC Private Escapes Platinum Currituck, LLC Private Escapes of Tahoe, LLC Private Escapes of Platinum Lake George, LLC Private Escapes of One Central Park West, LLC Private Escapes 1600 Broadway LLC Private Escapes Link, LLC Private Escapes Platinum One Central Park West, LLC Private Escapes of Kiawah, LLC Private Escapes of Platinum Kiawah, LLC Private Escapes of Jackson Hole, LLC Private Escapes Villa 304, LLC Private Escapes Platinum Cabo, LLC Private Escapes La Playa, LLC Private Escapes of Cabo, LLC Private Escapes Platinum TCI, LLC Private Escapes Platinum Chicago, LLC Private Escapes of Fox Acres, LLC Private Escapes of Stow, LLC Private Escapes La Costa, LLC Private Escapes Platinum La Costa, LLC Private Escapes Borgo di Vagli, LLC Type of Business: Ultimate Escapes, Inc., is a luxury destination club that sells club memberships offering members reservation rights to use its vacation properties, subject to the rules of the club member's Club Membership Agreement. The Company's properties are located in various resort locations throughout the world. Web site: http://www.ultimateescapes.com/ Chapter 11 Petition Date: September 20, 2010 Bankruptcy Court: U.S. Bankruptcy Court District of Delaware Bankruptcy Judge: Brendan Linehan Shannon Debtors' Counsel: Scott D. Cousins, Esq. GREENBERG TRAURIG LLP The Nemours Building 1007 North Orange Street, Suite 1200 Wilmington, DE 19801 Tel: (302) 661-7000 Fax: (302) 661-7360 Debtors' Chief Restructuring Officer: CRG PARTNERS GROUP LLC Estimated Assets: $10 million to $50 million Estimated Debts : $100 million to $500 million The petition was signed by Philip Callaghan, chief financial officer. Ultimate Escapes' List of 20 Largest Unsecured Creditors: Entity/Person Nature of Claim Claim Amount ------------- --------------- ------------ Trump International Hotel Trade Debt $496,029 & Tower 1 Central Part West New York, NY 10023 Weinstock & Scavo, P.C. Professional $400,561 3405 Peidmont Road N.E. Service Suite 300 Atlanta, GA 30305 Mintz Levin Coch Ferris Professional $375,000 Glovsky & Pompeo Service Attn: Jeffrey Schultz 66 Third Avenue Chrysler Center New York, NY 10017 Dennis Evans Liquidation $231,000 Settlement Francisco Acosta Trade Debt $208,000 Michael Parker Trade Debt $181,800 Strauss Zelnick Litigation $171,666 Settlement Condominium Esperanza Trade Debt $158,069 A.C. (WIRE) Blaine Parrott Trade Debt $157,600 Clive Buckley and Keri Litigation $152,305 Buckley Settlement Kenneth D. Phillips Trade Debt $150,000 WorlHotels Trade Debt $148,793 Ito Group Litigation $140,266 Settlement Maxwell Rhee and S. Kim Trade Debt $140,000 P&S LLC Litigation $135,000 Settlement Creg McDonald Trade Debt $132,610 Greg Dugas Trade Debt $123,000 Marcus Acheson Trade Debt $120,900 Ian Mead Trade Debt $120,333 Patrick Reardon Trade Debt $119,066 UNISYS CORP: Putnam Funds Report 10.2% Equity Stake --------------------------------------------------- Boston, Massachusetts-based Putnam, LLC d/b/a Putnam Investments, Putnam Investment Management, LLC, and The Putnam Advisory Company, LLC, disclosed that they may be deemed to own in the aggregate 4,366,911 shares or roughly 10.2% of the common stock of Unisys Corp. Putnam Investment Management, LLC, is the investment adviser to the Putnam family of mutual funds and The Putnam Advisory Company, LLC, is the investment adviser to Putnam's institutional clients. Both subsidiaries have dispository power over the shares as investment managers, but each of the mutual fund's trustees have voting power over the shares held by each fund, and The Putnam Advisory Company, LLC has shared voting power over the shares held by the institutional clients. 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 September 3, 2010, Fitch Ratings upgraded these ratings for Unisys Corporation: Issuer Default Rating to 'B+' from 'B'; First lien senior secured notes to 'BB+/RR1' from 'BB/RR1'; Second lien senior secured notes to 'BB+/RR1' from 'BB-/RR2'; Senior unsecured notes to 'B+/RR4' from 'B-/RR5'. Among other things, Fitch said the upgrades and Stable Outlook reflect an improved liquidity profile as Unisys reduced and extended its debt maturity schedule in the past year ended June 30, 2010, thereby providing the company with the necessary financial flexibility to continue its ongoing business model transformation. As reported by the TCR 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. VENTAS INC: Fitch Affirms Preferred Stock Rating at 'BB+' --------------------------------------------------------- Fitch Ratings has affirmed the credit ratings of Ventas, Inc., and two of its subsidiaries, Ventas Realty, Limited Partnership and Ventas Capital Corporation: -- Issuer Default Rating at 'BBB'; -- $1 billion unsecured credit facility at 'BBB'; -- $750 million senior unsecured notes at 'BBB'; -- $230 million senior unsecured convertible Notes at 'BBB'; -- Preferred stock (indicative rating) at 'BB+'. The Rating Outlook is Stable. The affirmation of Ventas's IDR at 'BBB' centers on the company's robust cash flow from healthcare real estate in excess of the company's fixed charges. The company's portfolio exhibits geographical and property segment diversification, and was further expanded via the July 1, 2010 acquisition of businesses owned and operated by Lillibridge Healthcare Services, Inc., and related entities along with interests in 96 medical office buildings and ambulatory facilities. Ventas also has low leverage for the rating category and a management team with a successful track record. Offsetting these credit strengths are operator and manager concentration across the portfolio, as well as the weak financial condition of Sunrise Senior Living, Inc., one of Ventas's major property managers. Ventas's bondholders are also structurally subordinated to various secured creditors in the company's capital structure. The Stable Outlook is driven by Ventas's solid unencumbered asset coverage of unsecured debt and good near-term liquidity profile, although the company has sizeable debt maturities in 2012. The company's fixed charge coverage ratio, defined as recurring operating EBITDA less routine capital expenditures and straight- line rent adjustments, divided by interest expense and capitalized interest, was robust at 3.5 times for the trailing 12 months ended June 30, 2010, compared with 3.4x and 2.8x during 2009 and 2008, respectively. Increases in fixed charge coverage stem from substantial de-leveraging and rent growth. Ventas generates organic cash flow growth due to contractual rent escalators within certain leases including those with Kindred Healthcare, Inc. and Brookdale Senior Living, Inc., which contributed 38% and 18%, respectively, of Ventas's second-quarter 2010 (2Q'10) net operating income pro forma for the Lillibridge transaction. Fitch anticipates that absent de-leveraging transactions, fixed charge coverage will remain between 3.0x and 3.5x, rising modestly in 2011 and 2012 due to contractual rent escalators. Ventas's long- term fixed charge coverage ratio target as defined by Ventas is at least 3.0x. Per the definition of fixed charge coverage under the company's revolving credit facility, fixed charge coverage was 3.4x in 2Q'10. The company's portfolio exhibits geographical and property segment diversification, which Fitch views favorably. As of June 30, 2010, 7.4% of the company's properties were in California, followed by Pennsylvania (6.8%), Massachusetts (6.8%), Ohio (5.8%), Kentucky (5.8%), and Florida (5.2%). No other state exceeded 5% of the total portfolio as of June 30, 2010, giving Ventas broad exposure to demand for seniors housing and other health care real estate. In addition, the Lillibridge transaction increased the percentage of net operating income derived from medical office buildings to 8% from 5%. Pro forma for the Lillibridge transaction, seniors housing will contribute 48% of NOI, skilled nursing facilities will be 28%, hospitals will be 14%, and loan investments will be 2%. Healthcare real estate is approximately a $700 billion industry in 2009, making up a significant share of gross domestic product. With continual growth expected in the healthcare industry, Ventas's presence across various healthcare real estate segments will position the company to take advantage of macroeconomic demand drivers. Ventas's leverage, defined as net debt to recurring operating EBITDA, was low for the rating category at 4.2x as of June 30, 2010, compared with 4.3x and 5.1x as of Dec. 31, 2009 and Dec. 31, 2008, respectively. Ventas funded the $381 million Lillibridge transaction at an implied capitalization rate in a range of 7.6% to 7.9% with cash on hand, borrowings under its revolving credit facilities, and the assumption of mortgage debt, thereby increasing leverage modestly above 4.5x on a pro forma basis. Absent de-leveraging transactions, Fitch anticipates that leverage will remain between 4.5x and 5.0x through 2012. Ventas's long- term net debt to EBITDA target as defined by Ventas is 5.0x (leverage as defined by Ventas was 4.0x as of June 30, 2010). Major credit concerns include operator and manager concentration and the weak financial condition of Sunrise Senior Living, Inc., one of Ventas's top property managers. As of June 30, 2010, pro forma for the Lillibridge transaction, Sunrise-managed properties comprised 19% of total NOI, while Brookdale and Kindred-operated properties comprised 38% and 18% of NOI, respectively. Despite operator and manager concentration, Ventas generates operating portfolio cash flow from approximately 7,000 individual seniors and approximately 1,750 MOB tenants. A manager of Ventas's operating seniors housing portfolio, Sunrise has a weak financial condition. As of June 30, 2010, Sunrise had significant debt maturities in 2010 and debt that is in default. Sunrise has extended certain debt in default and is seeking additional waivers to avoid acceleration and has pursued asset sales to improve liquidity. Nevertheless, Ventas continues to generate cash flow within its operating portfolio and pay management fees to Sunrise. In addition, Ventas may terminate its management agreements with Sunrise (wherein Ventas pays Sunrise a base management fee of 6%), under certain scenarios including if certain Sunrise-managed properties fail to achieve a targeted NOI level for a given period. Overall, Sunrise's financial condition is not having an adverse impact on Ventas's operating portfolio and Ventas has downside protection in the event of a Sunrise liquidation, but manager replacement risk remains a possibility. Ventas's secured debt to undepreciated book capital ratio was 23.6% as of June 30, 2010, compared with 24.3% and 23.4%, as of Dec. 31, 2009 and Dec. 31, 2008, respectively. Ventas intends to reduce secured debt and expand the unencumbered property pool over time, which Fitch would view positively. Ventas's secured debt levels are offset by the company's unencumbered asset coverage of unsecured debt, which was 3.7x per the covenants within the company's bond indenture and was approximately 3x based on a stress capitalization rate of 10% on the company's unencumbered EBITDA and pro forma for the Lillibridge transaction. The Stable Outlook centers on Ventas's good near-term liquidity position. The company's sources of liquidity (unrestricted cash, availability under the company's unsecured revolving credit facility pro forma for the Lillibridge transaction, projected retained cash flows from operating activities after dividend payments) divided by uses of liquidity (debt maturities and projected routine capital expenditures) result in a liquidity coverage ratio of 1.5x for July 1, 2010 to Dec. 31, 2011. However, 20.6% of the company's debt matures in 2012 (28.2% pro forma for the Lillibridge transaction) and the company would have a liquidity coverage ratio of below 1x through Dec. 31, 2012 in a stressed case assuming no additional capital raises and a reduced commitment size of one-third under Ventas's unsecured revolving credit facility. Based on Fitch's report, "Equity Credit for Hybrids and Other Capital Securities" dated Dec. 29, 2009, the two-notch differential between Ventas's IDR and its indicative preferred stock rating of 'BB+' is consistent with Fitch's criteria for corporate entities with a 'BBB' IDR. In March 2009, Ventas filed an automatic shelf registration statement on Form S-3 with the SEC relating to the sale of securities including the authorization of 10,000 shares of preferred stock. The company had no preferred stock outstanding as of June 30, 2010. These factors may have a positive impact on Ventas's ratings and/or Outlook: -- If the company's net debt-to-recurring EBITDA ratio were to sustain below 4x (as of June 30, 2010 the company's debt-to- recurring EBITDA ratio was 4.2x but is expected to rise above 4.5x pro forma for the Lillibridge transaction); -- If the company's fixed charge coverage ratio were to sustain above 3.5x (for the TTM ended June 30, 2010, fixed charge coverage was 3.5x but is expected to decrease pro forma for the Lillibridge transaction); -- Demonstrated access to multiple sources of capital; -- Continued operator and manager diversification. These factors may have a negative impact on Ventas's ratings: -- If the company's net debt-to-recurring EBITDA ratio were to sustain above 5.5x; -- If the company's fixed charge coverage ratio were to sustain below 3x; -- A sustained decline in unencumbered asset coverage below 2.5x; -- A liquidity shortfall. Ventas is a real estate investment trust headquartered in Chicago with an additional office in Louisville that owns a portfolio of seniors housing and healthcare-related properties in 43 states in the U.S. and two Canadian provinces. As of June 30, 2010, and pro forma for the Lillibridge transaction, the portfolio consisted of 599 assets: 242 senior housing communities, 187 skilled nursing facilities, 40 hospitals, 122 MOBs, including 96 Lillibridge MOBs, and eight other properties. As of June 30, 2010, Ventas had $6.7 billion of undepreciated book assets, a total market capitalization of $9.9 billion and an equity market capitalization of $7.3 billion. With the exception of the company's senior housing communities managed by Sunrise pursuant to long-term management agreements and medical office buildings, Ventas leases its properties to healthcare operating companies under triple-net leases. VIVAKOR INC: Amends June 30 Quarterly Report, Posts $530,900 Loss ----------------------------------------------------------------- Vivakor, Inc., filed on restated financial statements for the quarterly period ended June 30, 2010, to restate the expense related to the Company's two consulting agreements with consultants which provided shares of common stock as compensation. The Company concluded that the expense should be calculated based upon the Company's stock price when the related shares are earned, and not at the time of the agreement dates. This change resulted in a reduction of current assets and stockholders equity by $353,050 at June 30, 2010. This change also reduced net loss by $132,799 for the three months ended June 30, 2010, respectively. The Company reported a net loss (restated) of $530,894 on $25,659 of revenue for the three months ended June 30, 2010, compared to a net loss of $310,480 on $88,764 of revenue for the same period of 2009. The Company's restated balance sheet at June 30, 2010, showed $2.62 million in total assets, $2.68 million in total liabilities, and stockholders' equity of $60,664. As reported in the Troubled Company Reporter on April 9, 2010, McGladrey & Pullen, LLP, in Cedar Rapids, Iowa, expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company's ability to become a profitable operating company is dependent upon obtaining financing adequate to fulfill its research and market introduction activities, and achieving a level of revenues adequate to support the Company's cost structure. A full-text copy of the Amended Form 10-Q for the three months ended June 30, 2010, is available at no charge at: http://researcharchives.com/t/s?6b50 For the same reasons, the Company also restated its quarterly report for the three months ended March 31, 2010. The Company reported a net loss (restated) of $591,293 on $161,310 of revenue for the 2010 first quarter, compared to a net loss of $505,237 on $6,223 of revenue for the comparable period last year. The Company's restated balance sheet at June 30, 2010, showed $3.14 million in total assets, $2.97 million in total liabilities, and stockholders' equity of $174,105. A full-text copy of the Amended Form 10-Q for the three months ended March 31, 2010, is available at no charge at: http://researcharchives.com/t/s?6b51 About Vivakor Inc. Coralville, Iowa-based Vivakor, Inc., is a transdisciplinary research company that develops products in the fields of molecular medicine, electro-optics, biological handling and natural and formulary compounds. WALTER KABAT: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Walter Kabat aka Walter Christopher Kabat Waldo Kabat Waldo C. Kabat Robert Becker, Jr. 6540 West Tonopah Drive Glendale, AZ 85308 Bankruptcy Case No.: 10-29632 Chapter 11 Petition Date: September 16, 2010 Court: U.S. Bankruptcy Court District of Arizona (Phoenix) Judge: Charles G. Case, II Debtor's Counsel: Michael G. Tafoya, Esq. MICHAEL G. TAFOYA, P.C. P.O. Box 80495 Phoenix, AZ 85060 Tel: (602) 539-2426 Fax: (866) 263-6419 E-mail: michael.tafoya@azbar.org Estimated Assets: $0 to $10,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of creditors together with its petition. * S&P's Global Corporate Defaults Now 54 After 1 Fell Last Week --------------------------------------------------------------- Wastequip Inc., a U.S.-based waste equipment company, exercised a payment-in-kind toggle option on its mezzanine loan this week, causing it to default as per Standard & Poor's Ratings Services' criteria. This raises the year-to-date 2010 global corporate default tally to 54, said an article published September 17 by Standard & Poor's Global Fixed Income Research, titled "Global Corporate Default Update (Sept. 10 - 16, 2010) (Premium)." "By region, the current year-to-date default tallies are 39 in the U.S., two in Europe, five in the emerging markets, and eight in the other developed region," said Diane Vazza, head of Standard & Poor's Global Fixed Income Research. The other developed region is Australia, Canada, Japan, and New Zealand. 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; receiverships account for two; regulatory directives, debt reorganization, and the exercising of PIK toggle options 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 our 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%). * 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) TAUBMAN CENTERS TCO US 2,560.9 - (510.5) BOARDWALK REAL E BEI-U CN 2,364.5 - (64.6) NAVISTAR INTL NAV US 9,418.0 2,011.0 (1,040.0) 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) TENNECO INC TEN US 2,980.0 286.0 (47.0) CABLEVISION SYS CVC US 7,631.6 3.8 (6,183.6) UNISYS CORP UIS US 2,714.4 366.1 (1,080.1) MOODY'S CORP MCO US 1,957.7 (134.2) (491.9) IPCS INC IPCS US 559.2 72.1 (33.0) 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) VENOCO INC VQ US 709.1 14.1 (118.6) DISH NETWORK-A DISH US 9,031.0 608.6 (1,580.3) VECTOR GROUP LTD VGR US 850.0 288.8 (19.6) 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) THERAVANCE THRX US 232.4 180.2 (126.0) OTELCO INC-IDS OTT-U CN 333.3 25.6 (1.2) PROTECTION ONE PONE US 562.9 (7.6) (61.8) OTELCO INC-IDS OTT US 333.3 25.6 (1.2) CARDTRONICS INC CATM US 472.6 (25.3) (2.1) INCYTE CORP INCY US 493.7 340.3 (104.8) DISH NETWORK-A EOT GR 9,031.0 608.6 (1,580.3) JUST ENERGY INCO JE-U CN 1,780.6 (470.0) (279.3) ARVINMERITOR INC ARM US 2,817.0 313.0 (909.0) UNITED RENTALS URI US 3,574.0 24.0 (50.0) DOMINO'S PIZZA DPZ US 418.6 88.0 (1,263.1) TEAM HEALTH HOLD TMH US 828.2 80.0 (37.8) KNOLOGY INC KNOL US 648.0 48.7 (13.5) FORD MOTOR CO F US 183,156.0 (23,512.0) (3,541.0) INTERMUNE INC ITMN US 161.4 84.7 (46.5) BOSTON PIZZA R-U BPF-U CN 110.2 2.3 (117.7) REGAL ENTERTAI-A RGC US 2,575.0 (219.7) (283.5) REVLON INC-A REV US 776.3 76.9 (1,011.8) PETROALGAE INC PALG US 6.1 (8.9) (47.4) GRAHAM PACKAGING GRM US 2,096.9 228.4 (612.2) WORLD COLOR PRES WC CN 2,641.5 479.2 (1,735.9) LIBBEY INC LBY US 794.2 144.4 (11.7) AFC ENTERPRISES AFCE US 114.5 (0.2) (4.0) WORLD COLOR PRES WCPSF US 2,641.5 479.2 (1,735.9) SUPERMEDIA INC SPMD US 3,261.0 522.0 (22.0) WORLD COLOR PRES WC/U CN 2,641.5 479.2 (1,735.9) SALLY BEAUTY HOL SBH US 1,517.1 345.6 (523.9) COMMERCIAL VEHIC CVGI US 276.9 111.2 (10.4) ALASKA COMM SYS ALSK US 627.4 15.0 (11.3) JAZZ PHARMACEUTI JAZZ US 97.3 (24.2) (16.3) FORD MOTOR CO F BB 183,156.0 (23,512.0) (3,541.0) US AIRWAYS GROUP LCC US 8,131.0 (220.0) (168.0) AMER AXLE & MFG AXL US 2,027.7 31.7 (520.4) RURAL/METRO CORP RURL US 288.5 34.6 (101.2) BLUEKNIGHT ENERG BKEP US 297.3 (431.2) (149.9) CENTENNIAL COMM CYCL US 1,480.9 (52.1) (925.9) HALOZYME THERAPE HALO US 51.5 38.3 (14.1) RSC HOLDINGS INC RRR US 2,690.2 (120.0) (33.8) LIONS GATE LGF US 1,592.9 (783.4) (1.6) 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) MORGANS HOTEL GR MHGC US 774.4 50.5 (4.3) AMR CORP AMR US 25,885.0 (2,015.0) (3,930.0) NPS PHARM INC NPSP US 193.8 129.0 (179.5) QWEST COMMUNICAT Q US 18,959.0 (424.0) (1,241.0) MITEL NETWORKS C MITL US 624.5 162.6 (48.1) MANNKIND CORP MNKD US 239.6 11.0 (137.7) ACCO BRANDS CORP ABD US 1,064.0 242.5 (125.6) CENVEO INC CVO US 1,553.4 199.9 (183.8) PALM INC PALM US 1,007.2 141.7 (6.2) SINCLAIR BROAD-A SBTA GR 1,539.8 52.1 (170.4) ARQULE INC ARQL US 118.5 53.9 (4.1) PDL BIOPHARMA IN PDLI US 271.5 (66.5) (434.9) PLAYBOY ENTERP-A PLA/A US 189.0 (12.4) (27.6) VIRGIN MOBILE-A VM US 307.4 (138.3) (244.2) PLAYBOY ENTERP-B PLA US 189.0 (12.4) (27.6) CONSUMERS' WATER CWI-U CN 887.2 3.2 (258.0) WARNER MUSIC GRO WMG US 3,655.0 (546.0) (174.0) GENCORP INC GY US 963.4 140.3 (241.2) SANDRIDGE ENERGY SD US 3,128.7 (109.4) (118.5) GLG PARTNERS-UTS GLG/U US 400.0 156.9 (285.6) GLG PARTNERS INC GLG US 400.0 156.9 (285.6) EPICEPT CORP EPCT SS 11.4 3.3 (10.2) LIN TV CORP-CL A TVL US 783.5 28.7 (156.5) ABSOLUTE SOFTWRE ABT CN 124.3 (5.1) (2.6) STEREOTAXIS INC STXS US 50.9 (0.2) (0.8) EXELIXIS INC EXEL US 419.7 12.8 (214.7) GREAT ATLA & PAC GAP US 2,677.1 (51.0) (524.0) EASTMAN KODAK EK US 6,791.0 1,423.0 (208.0) HOVNANIAN ENT-A HOV US 1,909.8 1,264.2 (207.4) MAGMA DESIGN AUT LAVA US 74.6 9.6 (6.1) ALEXZA PHARMACEU ALXA US 71.3 21.0 (28.7) PRIMEDIA INC PRM US 218.9 (5.9) (102.1) ARRAY BIOPHARMA ARRY US 159.2 39.4 (116.7) ********* 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 ***