/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/100930.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, September 30, 2010, Vol. 14, No. 271 Headlines 2500 HALLANDALE: Section 341(a) Meeting Scheduled for Oct. 28 5TH AVENUE: Proposes $3.5-Mil. of DIP Financing from WestLB ABITIBIBOWATER INC: $185,000 in Claims Change Hands for August ACCREDITED HOME: Targets Plan Confirmation in December AF EVANS: Secured Creditor Auctioning Pledged Equity Interests AMBRILIA BIOPHARMA: Obtains Jan. 28 Extension of CCAA Stay Order AMERICAN INT'L: AIA Sees At-Least-$2-Bil. Profit for Fiscal 2010 AMERICAN INT'L: Chairman Says Government Could Get Profit AMERICAN INT'L PETROLEUM: Law Firm Has to Disgorge $135,000 AMERICAN PACIFIC: Section 341(a) Meeting Scheduled for Nov. 4 AMERICAN SAFETY: Wants Junior Creditors' Plea to Delay Sale Denied ANNA NICOLE SMITH: Is a Compulsory Counterclaim a Core Proceeding? ASARCO LLC: Bondholders' Substantial Contribution Claim Denied AZCO LLC: Section 341(a) Meeting Scheduled for Oct. 26 BALL FOUR: Section 341(a) Meeting Scheduled for Oct. 25 BALL FOUR: Taps Weinman & Associates as Bankruptcy Counsel BASIN WATER: Ct. Dismisses Trust Suit for Lack of Jurisdiction BAY VISTA: Case Summary & 10 Largest Unsecured Creditors BEAR ISLAND: Auction Winner to Be Decided by Judge BLOCKBUSTER INC: Applies for Rothschild as Financial Advisor BLOCKBUSTER INC: Intends to Maintain Customer Programs BLOCKBUSTER INC: Proposes to Pay Obligations to Key Vendors BLOCKBUSTER INC: Seeks Approval of Weil Gotshal as Bankr. Counsel BOSTON BLACKIES: Closes Certain Store Locations Immediately BRANDYWINE OPERATING: Fitch Affirms 'BB+' Issuer Default Rating BRUGNARA PROPERTIES: Section 341(a) Meeting Scheduled for Oct. 26 CAMTECH PRECISION: Final Hearing on Cash Use Set for December 7 CARBON BEACH: Hearing on Construction Financing Set for October 1 CATHOLIC CHURCH: Davenport Reaches $22MM Capital Campaign Goal CATHOLIC CHURCH: Fairbanks Trustee Proposes Travelers Settlement CATHOLIC CHURCH: Spokane Needs to Raise $800k to Pay Abuse Claims CATHOLIC CHURCH: Wilmington's Removal Period Extended to October CHARLES JONES: Case Summary & 20 Largest Unsecured Creditors CHEM RX: Plans PharMerica-Led Auction for All Assets on Oct. 27 CHEMTURA CORP: A&M Files 2nd Report on Chemtura Canada CHINA MEDIA: Posts $265,500 Net Loss in June 30 Quarter CITIGROUP INC: Treasury to Sell Portion of $2.2BB TruPS CLAIM JUMPER: Landry's Restaurants Wants to Lead Auction CLOVERLEAF ENTERPRISES: UST Has Until Oct. 15 to Object to Fees CODA OCTOPUS: Earns $286,000 in July 31 Quarter COLONIAL BANCGROUP: Bankr. Ct. Interprets 11 U.S.C. Sec. 365(o) COMMUNITY HEALTH: Fitch Issues Recovery Rating Review CORUS BANKSHARES: Court OKs FDIC Stipulation on Tax Refunds Escrow CORUS BANKSHARES: Has Until January 31 to File Chapter 11 Plan CROSSTOWN STOR-N-MORE: Files List of Largest Unsecured Creditors CULLEN AGRICULTURAL: To Sell 1,200 Acres of Land for $2.8 Million CYNERGY DATA: Files Liquidating Chapter 11 Plan DAVID JACK: Case Summary & 20 Largest Unsecured Creditors DAVIS HERITAGE: Case Summary & 11 Largest Unsecured Creditors DENNEY FARMS: Section 341(a) Meeting Scheduled for Oct. 27 DIDINA RUCK: Case Summary & Largest Unsecured Creditor DOLLAR THRIFTY: Avis to Offer $20MM Breakup Fee If Hertz Pulls Out DUBROW, INC: Case Summary & 20 Largest Unsecured Creditors EDRA BLIXSETH: Court Denies WCP's Non-Dischargeability Plea EMCORE CORPORATION: Gets Notification of Deficiency From NASDAQ EMPIRE RESORTS: Ralph Bernstein Resigns as Director FACTORY 2-U: Employee Not Eligible for FMLA Protections FEEL GOLF: Posts $4.3 Million Net Loss in June 30 Quarter FOUR RIVERS: Posts $574,300 Net Loss in July 31 Quarter FULTON HOMES: Creditors Set to Vote on Two Rival Chapter 11 Plans GARLOCK SEALING: Committee Wins Nod for Katten Muchin as Counsel GARLOCK SEALING: Future Claims Rep. Proposes Grier as Co-Counsel GARLOCK SEALING: Future Claims Rep. Proposes Orrick as Counsel GARY WASHINGTON: Judge Duncan Dismisses Chapter 11 Case GENERAL MOTORS: A&M to Administer Anonymity Protocol GENERAL MOTORS: Court OKs SPA & BMW Pact Assignment GENERAL MOTORS: Old GM Gets Plan Exclusivity Until March 29 GENERAL MOTORS: Old GM Wins Nod to Vote on New GM Charter GLOUCESTER ENGINEER: Files Reorganization Plan GREENBRIER COS: Receives $200 Million in New Orders HARRISBURG, PA: Workers Paid This Week; Next Paycheck Uncertain HCA INC: Fitch Issues Recovery Rating Review HEALTH MANAGEMENT: Fitch Issues Recovery Rating Review HIE OF EFFINGHAM: Voluntary Chapter 11 Case Summary HIG EATONTOWN: Case Summary & 7 Largest Unsecured Creditors INDUSTRY WEST: Lender Appeals Plan Confirmation at Ninth Circuit JANICE MORRISON: Case Summary & 20 Largest Unsecured Creditors KENTUCKIANA MEDICAL: Section 341(a) Meeting Scheduled for Nov. 1 LANDINGS AT MAPLE BAY: Case Summary & Creditors List LEHMAN BROTHERS: MainStay Asks for Release of $49MM in Collateral LEHMAN BROTHERS: NewPort Wants Info on Prime Brokerage Accounts LEHMAN BROTHERS: Says SunCal Settlement Should be Approved LEHMAN BROTHERS: Wins OK to Reject E-Capital Swap Agreement LENNY DYKSTRA: Bankruptcy Trustee Seeks Settlement Approval LIBERTY MUTUAL: Fitch Keeps BB+ Rating on Jr. Sub. Notes Due 2067 LINCOLNSHIRE CAMPUS: Sale of All Assets to Senior Care Approved LINCOLNSHIRE CAMPUS: Plan Outline Hearing Scheduled for Today LOBO LAND: Member's Debt Non-Dischargeable Under Sec. 523(a)(6) MAI THI TRAN: Case Summary & 11 Largest Unsecured Creditors MAMMOTH HENDERSON I: Files for Chapter 11 in Las Vegas MARVIN RICHER: Case Summary & 16 Largest Unsecured Creditors MEDICAL STAFFING: Emerges from Bankruptcy Protection MGM RESORTS: Unit Proposes to List Shares on Hong Kong Exchange NA-MOR INC: Mass. Ct. Won't Rule on Sale Due to Lack of Record NCOAT INC: Judge Approves $1 Million Sale to Fort Ashford ORLEANS HOMEBUILDERS: Seeks Plan Exclusivity Until Nov. 26 OWENS CORNING: Delaware Files 2nd Quarter 2010 Summary Report OWENS CORNING: Omni Management Released From Responsibilities PACIFIC ENERGY: Baker Hughes Fights to Keep $690,000 Payment PACIFIC ETHANOL: To Sell Senior Convertible Notes for $35 Million PALATIN TECHNOLOGIES: KPMG LLP Raises Going Concern Doubt PETER MORRIS: Creditor Wants Trustee to Take Reins in Case PINNACLE FILMS: Case Summary & 20 Largest Unsecured Creditors REMINGTON RANCH: Wants Supplemental Loan OK'd to Operate Business REMINGTON RANCH: Plan Confirmation Hearing Set for October 18 RENEGADE HOLDINGS: Federal Agents Seize Chiqua Penn Plantation RHC LLC: Files for Chapter 11 to Stop US Bank Foreclosure RIH CASINO: Faces Suit Over $960 Million Loan ROBERT MIELL: Sentenced to 240 Months Imprisonment for Fraud SEA ISLAND: Plan Confirmation Hearing Scheduled for November 4 SELECTRON MANAGEMENT: E.D.N.Y. Ct. Rejects Involuntary Chapter 7 SPECIALTY PRODUCTS: Wants Plan Exclusivity Until March 31 STRADELLA INVESTMENTS: Sec. 341(a) Meeting Scheduled for Oct. 27 SUNESIS PHARMACEUTICALS: Granted 180-Day Extension by NASDAQ SUNRISE SENIOR: Names Greg Neeb as Chief Investment Officer SUREFIL LLC: Completes $4.5-Mil. Sale of Assets to Currie SURMAI LEE: Case Summary & 20 Largest Unsecured Creditors TAYSEER QUTOB: Case Summary & 9 Largest Unsecured Creditors TENET HEALTHCARE: Fitch Issues Recovery Rating Review THINKFILM LLC: Ch. 11 Trustee Wants to Depose Las Vegas Sands THOMPSON PUBLISHING: Wants to Sell Substantially All of Assets THOMPSON PUBLISHING: Wins Approval for $750,000 Interim Loan THOMPSON PUBLISHING: Wants to Hire James Loughlin as CRO THOMPSON PUBLISHING: Gets Okay to Hire Epiq as Bankruptcy Counsel TMJ IMPLANTS: Crocker Ventures Acquires Firm TONGJI HEALTHCARE: Posts $170,300 Net Loss in June 30 Quarter TRANSDIGM GROUP: McKechnie Deal Cues Fitch's Negative Watch TRICO MARINE: Loses Bid to Refinance Debt with DIP Loans TRONOX INC: Management Plan Outline Approved by Court TRONOX INC: Says Equity Committee Plan Unconfirmable TRONOX INC: Proposes Goldman Sachs Replacement Facility TRONOX INC: Wins Approval to Sign Goldman Forbearance Deal UCI INTERNATIONAL: Inks $500 Million Credit Deal With BofA et al. ULTIMATE ESCAPES: Removes CEO Tousignant for 'Cause' URBAN BRANDS: DIP Financing, Cash Collateral Use Get Interim OK VALLEY FORGE: Earns $234,500 in June 30 Quarter VERMILLION INC: Taps New Vice President of Corporate Strategy VISTEON CORP: Settles All Outstanding Issues with Ford WASHINGTON MUTUAL: Committee Files Avoidance Suits vs. 27 Officers WASHINGTON MUTUAL: Disc. Statement Hearing Continued to Oct. 8 WASHINGTON MUTUAL: Insurers Can Pay Fishman's Defense Costs ZALE CORPORATION: Incurs $29 Million Net Loss for July 31 Quarter * Centerbridge's Rahm Says It's Easier to Get DIP Loan Now * Default Risk Drops to Lowest in Two Years, Moody's Says * Fitch Reviews Recovery Rating on U.S. Healthcare Sector * Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ********* 2500 HALLANDALE: Section 341(a) Meeting Scheduled for Oct. 28 ------------------------------------------------------------- The U.S. Trustee for Region 21 will convene a meeting of 2500 Hallandale Beach, L.L.C.'s creditors on October 28, 2010, at 2:30 p.m. The meeting will be held at U.S. Courthouse, 299 E Broward Boulevard #411, Fort Lauderdale, FL 33301. 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. Pembroke Pines, Florida-based 2500 Hallandale Beach, L.L.C., filed for Chapter 11 bankruptcy protection on September 20, 2010 (Bankr. S.D. Fla. Case No. 10-38206). Chad T. Van Horn, Esq., at the Law Offices of Brown, Van Horn P.A., 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. 5TH AVENUE: Proposes $3.5-Mil. of DIP Financing from WestLB ----------------------------------------------------------- Facing a dwindling supply of cash to operate its boutique hotel, 5th Avenue Partners LLC struck a deal with its existing secured lender to borrow $3.5 million, Dow Jones' DBR Small Cap reports. The report relates that 5th Avenue is urging the U.S. Bankruptcy Court in Santa Ana, Calif., to approve the loan from WestLB AG, New York branch. According to the report, the Company said it expects to run out of operating cash by the end of this week. "The proposed financing is absolutely critical to the viability of the debtor's hotel operations," 5th Avenue said in court papers filed, the report notes. "The debtor is worth more alive than dead," it added. Dow Jones discloses that the Company said if it's not able to tap into the loan soon, it won't be able to pay its bills and may be forced to convert its Chapter 11 reorganization proceeding into a Chapter 7 liquidation. The report relates loan terms require 5th Avenue to repay all outstanding amounts by the end of the year. About 5th Avenue Partners Newport Beach, California-based 5th Avenue Partners, LLC, filed for Chapter 11 protection (Bankr. C.D. Calif. Case No. 10-18667) on June 25, 2010. Marc J. Winthrop, Esq., at Winthrop Couchot PC, in Newport Beach, California, assists the Company in its restructuring effort. The Company estimated $10 million to $50 million in total assets and $50 million to $100 million in total liabilities as of the petition date. ABITIBIBOWATER INC: $185,000 in Claims Change Hands for August -------------------------------------------------------------- The bankruptcy clerk in Delaware recorded the transfers of these entities' claims, aggregating approximately $185,000, in AbitibiBowater Inc.'s cases for the month of August 2010: Claim Transferor Transferee Claim No. Amount ---------- --------- --------- ------- Corre Opportunities Fund, L.P. Fair Harbor Capital LLC 2338 $33,084 Aramark Corre Opportunities Fund 2338 33,084 United Power Services Inc. Corre Opportunities Fund 1209 18,701 AABCO Rents, Inc. Fair Harbor Capital LLC -- 1,409 BLR Fair Harbor Capital LLC -- 1,101 Charles Howle Contractor Fair Harbor Capital LLC -- 2,767 Clinique Medicale De Metabetchouan Fair Harbor Capital LLC 2295 3,916 Expert Garage Ltd. Fair Harbor Capital LLC 1540 2,634 Laurent LaPointe Fair Harbor Capital LLC 1751 2,221 Lavage Mobile Larico Inc. Fair Harbor Capital LLC -- 2,897 Riverside Transport Inc. Fair Harbor Capital LLC 2301 4,009 The Kemp Co Fair Harbor Capital LLC -- 4,664 Wellons Canada Fair Harbor Capital LLC -- 1,844 Service De Pneus Lavoie Fair Harbor Capital LLC -- 1,713 Servo Electronics Fair Harbor Capital LLC -- 1,191 BL Valve Inc. Fair Harbor Capital LLC -- 1,917 Mid-West Electric Co. Inc. Fair Harbor Capital LLC 896 2,294 Mid-West Electric Co. Inc. Fair Harbor Capital LLC -- 2,294 Trane Canada Glenn Parks Inc. Fair Harbor Capital LLC -- 2,208 CD Machine Fair Harbor Capital LLC -- 3,780 Centre Civique De Dolbeau- Mistassini Fair Harbor Capital LLC -- 3,074 Construction Chartrand Fair Harbor Capital LLC -- 3,265 Extermination Gauther ENR Fair Harbor Capital LLC -- 2,990 Genesis Cycle Inc. Fair Harbor Capital LLC -- 1,481 Sexauer Ltee Fair Harbor Capital LLC -- 1,077 Sick Ltd Fair Harbor Capital LLC -- 2,252 Syner Plus Inc. Fair Harbor Capital LLC -- 1,725 Townes Construction Fair Harbor Capital LLC 2115 4,176 Trade Technologies Fair Harbor Capital LLC 592 3,750 Installation Act St-Felicien Inc. Fair Harbor Capital LLC -- 2,970 Alley & Associates Inc. Fair Harbor Capital LLC 1198 10,925 Alley & Associates Inc. Fair Harbor Capital LLC 1159 4,586 Les Equipments Ultra Fair Harbor Capital LLC -- 1,333 VM Technisol Fair Harbor Capital LLC -- 2,578 Michael Duranleau Fair Harbor Capital LLC -- 3,304 Napa Pieces D'Auto Dolbeau Fair Harbor Capital LLC -- 2,848 Nettoyear Net Plus Inc. Fair Harbor Capital LLC -- 2,662 Mauricie Refrigeration Inc. Creditor Liquidity LP -- 4,501 Vanec Sierra Liquidity Fund LLC -- 789 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). ACCREDITED HOME: Targets Plan Confirmation in December ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Accredited Home Lenders Holding Co. arranged an Oct. 20 hearing for approval of the disclosure statement explaining the liquidating Chapter 11 plan filed Sept. 15. The Company wants the confirmation hearing for approval of the plan to take place Dec. 7. According to the report, the Plan is based upon a settlement where the owner Lone Star Funds would pay $15.6 million cash. Lone Star is giving up its own claims. Unsecured creditors of the holding company are expected to recover as much as 30% on more than $20 million in claims while unsecured creditors of the operating companies, whose claim total $106 million, might see 67% to 100%. About Accredited Home San Diego, California-based Accredited Home Lenders Holding Co. -- http://www.accredhome.com/-- was a mortgage banker servicing U.S. markets for conforming and non-prime residential mortgage loans operating throughout the U.S. and in Canada. Founded in 1990, the Company was acquired by Lone Star Funds for $300 million in October 2007. Lone Star also owns Bruno's Supermarkets LLC and Bi-Lo LLC, two grocery retailers in Chapter 11. Accredited Home and its affiliates filed for Chapter 11 on May 1, 2009 (Bankr. D. Del. Lead Case No. 09-11516). Gregory G. Hesse, Esq., Lynnette R. Warman, Esq., and Jesse T. Moore, Esq., at Hunton & William LLP, represent the Debtors as counsel. Laura Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as Delaware counsel. Kurtzman Carson Consultants is the Debtors' claims agent. Andrew I Silfen, Esq., Schuyler G. Carroll, Esq., Robert M. Hirsch, Esq., at Arent Fox LLP in New York, and Jeffrey N. Rothleder, Esq., at Arent Fox LLP in Washington, DC, represent the official committee of unsecured creditors as co-counsel. Neil R. Lapinski, Esq., and Shelley A. Kinsella, Esq., at Elliott Greenleaf, represent the Committee as Delaware and conflicts counsel. According to its bankruptcy petition, Accredited Home's assets range from $10 million to $50 million and its debts from $100 million to $500 million. Accredited sold the mortgage servicing business in July 2009. AF EVANS: Secured Creditor Auctioning Pledged Equity Interests -------------------------------------------------------------- Please take notice that CP III Evans, LLC, as secured creditor, will conduct a public auction on November 2, 2010, at 10:00 am Pacific Time at the offices of Manatt, Phelps & Phillips, LLP, One Embarcadero Center, 30th Floor, San Francisco, California 94111 of the following ownership interests: (a) a 62.802% Class B membership interest of A.F. Evans Company, Inc. ("Borrower") in Coventry Park, LLC ("Coventry LLC"), (b) a 5.314% Class B membership interest of Arthur F. Evans, an individual, in Coventry LLC; and (c) a 100% ownership interest of Borrower in 1550 Sutter, Inc. ("Sutter, Inc.", together with Coventry LLC, each a "Pledged Entity" and collectively, the "Pledged Entities") (the equity interests pledged to Secured Creditor in each Pledged Entity are referred to herein individually as an "Interest" and collectively as the "Interests"). The sale by public auction will occur pursuant to the applicable provisions of the Uniform Commercial Code ("UCC") and the Pledge and Security Agreement ("Pledge Agreement") in favor of Secured Creditor covering each Interest in connection with a loan made by Secured Creditor to Borrower on or about May 16, 2008 (the "Loan"). All Interests relate to the ownership of an assisted living facility located at 1550 Sutter Street, San Francisco, California, commonly known as "Coventry Park" (the "Project"). The winning bidder will be purchasing the Interests subject to (i) any existing defaults under the loan encumbering the Project, (ii) any defaults that the transfer of the Interests may trigger under such loan, (iii) the terms of the governing documents of each Pledged Entity, and (iv) any and all applicable restrictions and obligations imposed thereon or by other agreements of Borrower, a Pledged Entity and/or the Project. With respect to Borrower''s Interest in Coventry LLC, such Interest is subject to a senior lien relating to a loan originally made by Cushrex/Coventry Investors, L.P., on April 27, 2007, in the original principal amount of $3,000,000 and the amount owing thereunder should include principal plus all accrued and unpaid interest and all fees, costs and other charges and expenses related to the enforcement and collection thereof. Please be advised that Borrower is a debtor in possession in a currently pending Chapter 11 proceeding in the United States Bankruptcy Court for the Northern District of California (the Bankruptcy Court), case number 09-41727. Please be further advised that pursuant to an order entered by the Bankruptcy Court on August 26, 2010, the automatic stay has been modified to permit this public sale to proceed. The terms and conditions of the public sale are as follows: The sale shall be by public auction conducted at the time and place set forth above to the highest qualified bidder. Bids may be submitted in person or in writing as set forth below, provided Secured Creditor reserves the right to reject any bid not conforming to the requirements set forth herein. Any individual Interest will be sold as a block, and will not be divided or sold in any lesser amounts, but may be sold separate from any other Interest. The Interests will be sold for cash at such price and on such other terms as Secured Creditor may determine. Secured Creditor will be permitted to bid at the sale and may credit bid all or any portion of the outstanding balance due to Secured Creditor by the Borrower in connection with the Loan. Secured Creditor reserves the right to (a) reject all bids and terminate the sale or adjourn the sale to such other date and time as Secured Creditor may determine, by announcement at the place and on the date of sale without further publication, (b) withdraw one or more Interests or postpone the sale of one or more Interests and continue with the sale of the other Interests not affected by the withdrawal or postponement and/or (c) impose any other conditions upon the sale of the Interests as Secured Creditor may deem proper. The Interests will be sold pursuant to UCC Foreclosure Assignments, which will be made available to prospective purchasers in advance and will provide, among other things, that the Interests are offered AS-IS, WITH ALL FAULTS, and without guarantee, representation or warranty as to the existence or nonexistence of other liens and subject to all amounts secured by senior liens, if any, or the quality, condition, value or description of the Interests. Secured Creditor will provide to prospective bidders upon request information concerning each Pledged Entity and the Project and copies of each Pledge Agreement and other documents related to the Loan. All prospective bidders will be required to enter into a nondisclosure and confidentiality agreement prior to being provided with access to such information. The purchaser will be required to make certain representations to Secured Creditor, including, but not limited to, (a) the purchaser is sophisticated in financial and business matters so as to be capable of evaluating the merits and the risks of its investment in the Interests and can bear the economic risk of an investment in the Interests, (b) the purchaser is acquiring the Interests for purchaser''s own account and not with a view to distribute the Interests, (c) the purchaser acknowledges that the Interests are not registered and may not be resold unless there is then in effect a valid registration under applicable securities laws, and (d) other representations and warranties, as required to comply with any applicable securities law. You may submit a written bid or bid in person at the public auction. Written bids must be submitted to Manatt, Phelps & Phillips, LLP, Attention: Linda Balok or Marv Pearlstein at Facsimile (415) 291- 7474 and received no later than 5:00 p.m. Pacific Time on November 1, 2010. All bids must be for cash and may not be conditioned in any way, other than that the bidder be the prevailing bidder at the sale. The opening bid at the public sale will be the highest written bid submitted, if any. One or more of the written bids may be announced at the public auction. Each prospective bidder may identify a bid amount for any one or more of the Interests or may bid in the aggregate for more than one or all of the Interests. Each prospective bidder shall be qualified as described in the UCC Foreclosure Assignments and have the financial wherewithal to purchase the Interests in good funds on the sale date, all as determined solely by Secured Creditor. In the event that individual bids are received for one or more of the Interests, the Secured Party reserves the right to credit bid and/or select among the bids such that the highest, overall price will be received for all of the Interests. The closing shall take place immediately upon conclusion of the auction at which time the successful bidder will be required to execute and deliver any closing documents, including a UCC Foreclosure Assignment, transferring the Interests in the form provided by Secured Creditor and shall make payment to Secured Creditor in immediately available funds of the full bid price (together with all amounts due for sales or transfer taxes, if any, related to the sale of the Interests, which shall be paid by the purchaser) on or before 1:00 p.m., Pacific Standard Time on the day of the sale. Execution may be by authenticated email, provided originals of any executed closing documents must be provided on the next day. If any bidder shall fail to qualify or make payment as set forth above, Secured Party may in its discretion, select the next highest bid, or credit bid up to the amount of its debt. For more information, please fax Manatt, Phelps & Phillips, attorneys for Secured Creditor, Attention: Linda Balok or Marv Pearlstein at 415-291-7474. Any fax offers must include the name of the party interested in bidding and the name, e mail address and street or mailing address of the person from such party that Secured Creditor can contact, as well as the amount of the bid and the Interests for which the relevant party wishes to submit a bid. * * * A.F. Evans Company, Inc. -- http://www.afevans.com/-- is a property developer based in Oakland, Calif. The Company sought Chapter 11 protection (Bank. N.D. Calif. Case No. 09-41727) on March 5, 2009. Eric A. Nyberg, Esq., at Kornfield, Nyberg, Bendes and Kuhner, represents the Debtor in its restructuring effort. The Debtor estimated assets of less than $50,000 and debts of $100 million to $500 million in its chapter 11 petition. AMBRILIA BIOPHARMA: Obtains Jan. 28 Extension of CCAA Stay Order ---------------------------------------------------------------- Ambrilia Biopharma Inc. obtained a sixth order from the Superior Court of Quebec extending in its effect the initial order issued by the Court on July 31, 2009 covering Ambrilia and Cellpep Pharma Inc., its subsidiary, until January 28, 2011, the whole pursuant to the Companies' Creditors Arrangement Act (Canada) ("CCAA"). The purpose of this extension is to provide Ambrilia with an opportunity to develop and file a plan of arrangement for consideration by its creditors and to complete its restructuring process. Ambrilia also is providing today its bi-weekly Default Status Report under National Policy 12-203 - Cease Trade Orders for Continuous Disclosure Defaults. On August 4, 2010, Ambrilia announced that the filing of its interim financial statements, management's discussion and analysis and related CEO and CFO certifications for the second quarter ended on June 30, 2010, would be delayed beyond the filing deadline of August 13, 2010. On May 12, 2010, Ambrilia announced that the filing of its interim financial statements, management's discussion and analysis and related CEO and CFO certifications for the first quarter ended on March 31, 2010, was being delayed beyond the filing deadline thereof. On April 1, 2010, Ambrilia had announced that the filing of its 2009 audited financial statements, annual management's discussion and analysis, related CEO and CFO certifications and its annual information form, was being delayed beyond the filing deadline thereof. On November 16, 2009, Ambrilia had previously announced that the filing of its interim financial statements, management's discussion and analysis and related CEO and CFO certifications for the third quarter ended on September 30, 2009, was being delayed beyond the filing deadline thereof. On August 11, 2009, Ambrilia had previously announced that the filing of its interim financial statements, management's discussion and analysis and related CEO and CFO certifications for the second quarter ended on June 30, 2009, was being delayed beyond the filing deadline thereof. Ambrilia reports that, since its most recent default announcement on August 4, 2010, there have not been any material changes to the information contained therein, or any failure by Ambrilia to fulfill its intentions with respect to satisfying the provisions of the alternative information guidelines, and there have been no additional defaults subsequent to such announcement. Further, there has been no additional material information concerning Ambrilia and its affairs since its last bi-weekly Default Status Report dated September 15, 2010, that has not been disclosed. Ambrilia intends to file, if required, its next Default Status Report by October 13, 2010. Ambrilia has been operating under the protection of the Companies' Creditors Arrangement Act (Canada) ("CCAA") since July 31, 2009. Any recovery for creditors and other stakeholders, including shareholders, is uncertain and is highly dependent upon a number of factors, including the outcome of Ambrilia proceedings under the CCAA. About Ambrilia Biopharma Ambrilia Biopharma Inc. is a biotechnology company focused on the discovery and development of novel treatments for viral diseases and cancer. The Company's strategy aims to capitalize on its broad portfolio and original expertise in virology. Ambrilia's product portfolio is comprised of oncology and antiviral assets, including two new formulations of existing peptides for cancer treatment, a targeted delivery technology for cancer, an HIV protease inhibitor program as well as HIV integrase and entry inhibitors, Hepatitis C virus inhibitors and anti-Influenza A compounds. Ambrilia's head office is located in Montreal. The Company is currently subject to court protection under the CCAA. AMERICAN INT'L: AIA Sees At-Least-$2-Bil. Profit for Fiscal 2010 ---------------------------------------------------------------- American International Group, Inc., said that certain analysts had published research reports in Hong Kong regarding AIA Group Limited. AIA had provided financial information to the analysts. AIA disclosed, among other things, that total weighted premium income ("TWPI") increased by US$950 million, or 11.3%, from US$8,377 million in the nine months ended 31 August 2009 to US$9,327 million in the nine months ended 31 August 2010. This represented an increase of 4.4% on a constant exchange rate basis. Over this period, TWPI increased across all of our product lines and reporting segments. "We believe that, in the absence of unforeseen circumstances, and, on the bases and assumptions set forth below, our consolidated operating profit for the fiscal year ending 30 November 2010 is unlikely to be less than US$2.0 billion," AIA said. A copy of the AIA Information is available for free at: http://researcharchives.com/t/s?6bd5 About AIG American International Group, Inc. -- http://www.aig.com/-- is an international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies are leading providers of life insurance and retirement services around the world. AIG common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. AIG almost collapsed under the weight of bad bets it made insuring mortgage- backed securities. The Company, however, was bailed out by the Federal Reserve, but even after an initial infusion of $85 billion, losses continued to grow. The later rescue packages brought the total to $182 billion, making it the biggest federal bailout in U.S. history. AIG has been working to protect and enhance the value of its key businesses, execute an orderly asset disposition plan, and position itself for the future. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. AMERICAN INT'L: Chairman Says Government Could Get Profit --------------------------------------------------------- The Wall Street Journal's Serena Ng, Joann S. Lublin, and Deborah Solomon report that the board of American International Group Inc. and AIG's federal overseers were locked in discussions Wednesday night to finalize a plan that would boost the government's stake in the giant insurer to about 92%, and eventually allow AIG to extricate from U.S. ownership. According to the Journal, AIG Chairman Robert "Steve" Miller, at a conference in New York on Wednesday morning, said that U.S. government could end up earning a profit on its investment in AIG. More than $120 billion in taxpayer aid committed to the bailout of the insurer currently remains outstanding. The Journal relates Mr. Miller said AIG officials are hoping that providing clarity on the plan will enable the company to raise money from the financial markets on its own again in six to 12 months. The exit plan principally addresses the government's $49 billion investment in AIG from Treasury's Troubled Asset Relief Program. People familiar with the matter told the Journal that Treasury plans to convert all the preferred shares it holds into AIG common shares, which would raise the government's stake in AIG to around 92% from 79.8% currently. Treasury would then sell the shares over time to exit the investment. The Journal also relates the Federal Reserve Bank of New York is separately trying to recoup $19.7 billion in secured debt from AIG and $26 billion from sales of the company's two largest overseas life insurance businesses. The Troubled Company Reporter, citing a prior report by the Journal's Mses. Ng, Lublin, and Solomon, said yesterday the conversion of the preferred shares into common shares -- which could take place at about $35 an AIG share -- is likely to occur in the first half of 2011 and is expected to happen after AIG repays its secured debt to the New York Fed. Another source told the Journal part of the exit plan could also involve the Treasury receiving some proceeds from equity securities in New York-based insurer MetLife Inc., which is buying one of AIG's overseas life- insurance units. Of the $15.5 billion MetLife is paying, $6.8 billion is in cash that would go straight to the New York Fed, while the rest is in the form of MetLife common and preferred stock that would be sold over time to repay taxpayers, the source said. In the prior report, the Journal's sources said the exit plan has many moving parts, and needs the approval of AIG's board of directors, the Treasury Department, the Federal Reserve and three trustees who oversee the government's current 79.8% ownership interest in AIG. According to the Journal, as of Sept. 22, AIG owed the New York Fed $19.7 billion under a secured credit facility that is scheduled to expire in September 2013. The regional Fed bank is separately owed $26 billion that it is positioned to recoup from sales of AIG's two largest overseas life-insurance businesses. The Journal said there is no assurance AIG and its overseers can reach an agreement on the exit plan by this week. The complexity of the plan and continued debates among representatives of the various constituents on terms of the plan could prolong the talks, people familiar with the matter told the Journal. About AIG American International Group, Inc. -- http://www.aig.com/-- is an international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies are leading providers of life insurance and retirement services around the world. AIG common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. AIG almost collapsed under the weight of bad bets it made insuring mortgage- backed securities. The Company, however, was bailed out by the Federal Reserve, but even after an initial infusion of $85 billion, losses continued to grow. The later rescue packages brought the total to $182 billion, making it the biggest federal bailout in U.S. history. AIG has been working to protect and enhance the value of its key businesses, execute an orderly asset disposition plan, and position itself for the future. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. AMERICAN INT'L PETROLEUM: Law Firm Has to Disgorge $135,000 ----------------------------------------------------------- WestLaw reports that the appropriate sanction for the failure of a law firm that had represented the Chapter 11 debtors-in-possession to comply with the disclosure requirements of F.R.B.P. 2014(a) was the disgorgement of $135,000 of the fees awarded to it, or approximately 20% of the total fees awarded in the case. The firm failed to fully disclose (1) the source of its initial $200,000 retainer and the agreement between the debtors and their largest creditor that funded the retainer, (2) the existence and terms of a prepetition "lock-up" agreement negotiated by the firm and its role in the creation of a dividend assignment, and (3) the firm's prepetition relationship with the debtors, including its role as a neutral escrow agent. These nondisclosures implicated two of the case's central disputes, and counsel delayed in curing its omissions until after plan confirmation. However, the record did not support a finding that the firm's violations were intentional or resulted in any prejudice or harm to the estate or to creditors. The court also found that the firm did not have a disqualifying conflict or interest under section 327(a) of the Bankruptcy Code. In re American Intern. Refinery, Inc., --- B.R. ----, 2010 WL 3395038 (Bankr. W.D. La.) (Summerhays, J.). The Honorable Robert Summerhays rendered his decision in a lawsuit (Bankr. W.D. La. Adv. Pro. No. 06-2015) filed by Robbye R. Waldron, serving as Liquidating Trustee under the AIPC Liquidating Trust against the law firm. Headquartered in Lake Charles, Louisiana, American International Petroleum Corporation is a petroleum company which, through certain subsidiaries, is involved in oil and gas exploration and development in Kazakhstan. The Company, together with its wholly owned subsidiary, American International Refinery, Inc., filed for chapter 11 protection on Oct. 7, 2004 (Bankr. W.D. La. Case No. 04-52479). Robin B. Cheatham, Esq., and Dean W. Ferguson, Esq., at Adams & Reese LLP represent the Debtors. When the Debtors filed for protection from their creditors, they estimated total assets of $1 million to $10 million, and total debts of $10 million to $50 million. The United States Trustee appointed an Equity Committee on July 13, 2005, and that committee opposed the company's initial chapter 11 plan. The Debtors' Seventh Amended Plan, incorporating a settlement with GCA Strategic Investment Fund Limited, the Debtors' largest creditor, and the Equity Committee was confirmed on Aug. 17, 2006. The confirmed plan provided for the satisfaction of all secured claims, payment of unsecured claims in full, a distribution to equity, and creation of a Liquidation Trust for the benefit of the estate's creditors. AMERICAN PACIFIC: Section 341(a) Meeting Scheduled for Nov. 4 ------------------------------------------------------------- The U.S. Trustee for Region 17 will convene a meeting of American Pacific Financial Corporation's creditors on November 4, 2010, at 4:00 p.m. The meeting will be held at 300 Las Vegas Boulevard, South, Room 1500, Las Vegas, NV 89101. 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. Las Vegas, Nevada-based American Pacific Financial Corporation filed for Chapter 11 bankruptcy protection on September 21, 2010 (Bankr. D. Nev. Case No. 10-27855). Kaaran E. Thomas, Esq., at McDonald Carano Wilson LLP, assists the Debtor in its restructuring effort. The Debtor estimated its assets at $10 million to $50 million and debts at $100 million to $500 million as of the Petition Date. AMERICAN SAFETY: Wants Junior Creditors' Plea to Delay Sale Denied ------------------------------------------------------------------ The second-lien lenders of American Safety Razor Company, LLC, and its units are asking U.S. Bankruptcy Court for the District of Delaware to (i) allow the second-lien lenders to commence an investigation of the Debtors' auction process; and (ii) order the appointment of an examiner or a Chapter 11 trustee. As reported in the Troubled Company Reporter on September 9, the Debtors propose to sell their assets to RZR Acquisition Company, LLC, RZR Holding Corporation, and USB AG, Stmford Branch in exchange for their debt. The Debtors had conducted an auction where the Debtors selected the lenders over rival Energizer Holdings Inc., which offered $301 million in cash. American Safety financial adviser Andrew Torgove, managing director of Lazard Middle Market LLC, said the bid of Energizer, maker of Schick shavers, raises too many antitrust issues. BlackRock Kelso Capital Corp and GSO/Blackstone Debt Funds Management LLC, who together hold about $49.2 million of American Safety Razor's second-lien debt, oppose the sale to the first-lien lenders group. The second lien lenders are institutions collectively holding approximately 33.7% of the $178.1 million second lien bank debt owed by the Debtors. The Debtors, however, oppose the second-lien lenders' request, arguing that: -- the minority second lien objectors have consented to the sale pursuant to the unambiguous language of the prepetition Intercreditor Agreement. -- the granting of the second-lien lenders' motion would cause substantial prejudice to the Debtors. -- the motion is estopped by representations of movants' counsel on September 9, 2010, which were made in order to spare their law firm from becoming the subject of an F.R.B.P. Rule 2004 examination related to persistent breaches of non-disclosure agreements with the Debtors, in which movants' counsel offered to "take a knee" and not file any objections to the Sale Motion, in exchange for the Debtors not pursuing their 2004 examination. UBS, AG, Stamford Branch, supports the Debtors in their objection to the second-lien lenders' motion. UBS is an administrative agent and collateral agent on behalf of certain lenders under that certain $260,000,000 credit agreement, and as administrative agent on behalf of certain lenders party to that certain senior secured superpriority debtor-in-possession credit agreement dated as of July 28, 2010. In defending their request for a sale probe, the second-lien lenders explained that they requested for an investigation to ensure a more open process and correct adjudication. The examination would primarily cover how the Debtors and Lazard Middle Market LLC, the investment banker, have run the process, what has been communicated to potential bidders and refinancing sources, what bids have been received, and what efforts have been undertaken to insulate management's present deal with the first lien lenders from alternative bidding. The trustee, according to the second-lien lenders, will oversee the conclusion of the Chapter 11 process. In its motion, the second-lien lenders said that the management are making excuses not to accept a far more attractive offer from a third party. Energizer, which owns ASR competitor Schick Razors, has been in secret negotiations to purchase ASR since early August, according to testimony from ASR financial adviser Andrew Torgove at the sale hearing, Bankruptcy Law360 Law360 reports. About American Safety Razor Company, LLC American Safety Razor Company, LLC, doing business as Personna American Safety Razor, manufactures private-label shaving razors and blades. ASR also makes and distributes blades and bladed hand tools for a variety of industrial uses and specialty industrial and medical blades. The Company has roots going back to 1875. American Safety, along with affiliates, sought Chapter 11 relief (Bankr. D. Del. Case No. 10-12351) on July 28, 2010. Mark J. Thompson, Esq., and Morris J. Massel, Esq., at Simpson Thacher & Bartlett LLP, serve as bankruptcy attorneys. Howard A. Cohen, Esq., at Drinker Biddle & Reath LLP, is co-counsel. In addition, Lazard Middle Market LLC is the investment banker and Kurtzman Carson Consultants LLC is the claims and notice agent. American Safety estimated assets at $100 million to $500 million and debts at $500 million to $1 billion in its Chapter 11 petition. ANNA NICOLE SMITH: Is a Compulsory Counterclaim a Core Proceeding? ------------------------------------------------------------------ WestLaw reports that certiorari has been granted from a Ninth Circuit decision involving the power of a bankruptcy court to enter a final judgment on a compulsory counterclaim asserted by a Chapter 11 debtor in a long-standing and acrimonious dispute with the son of her late husband. The Supreme Court's grant of certiorari was limited to the first three questions presented by the petition for certiorari filed by the executor of the debtor's estate: -- Question 1 of the petition asked whether the Ninth Circuit opinion, which renders 28 U.S.C. Sec. 157(b)(2)(C) surplusage in light of Sec. 157(b)(2)(B), contravenes Congress' intent in enacting Sec. 157(b)(2)(C). -- Question 2 asked whether Congress may, under Articles I and III, constitutionally authorize core jurisdiction over debtors' compulsory counterclaims to proofs of claim. -- Question 3 asked whether the Ninth Circuit misapplied Marathon [Northern Pipeline Const. Co. v. Marathon Pipe Line Co., 458 U.S. 50, 102 S.Ct. 2858, 73 L.Ed.2d 598 (1982)] and Katchen [Katchen v. Landy, 382 U.S. 323, 86 S.Ct. 467, 15 L.Ed.2d 391 (1966)] and contravened the U.S. Supreme Court's post-Marathon precedent, creating a circuit split in the process, by holding that Congress cannot constitutionally authorize non-Article III bankruptcy judges to enter final judgment on all compulsory counterclaims to proofs of claim. After her deceased husband's son filed a non-dischargeability complaint and proof of claim in her bankruptcy proceedings, asserting defamation, the debtor filed a counterclaim for the son's alleged tortious interference with her expectancy of an inter vivos gift from her husband, which was expected to exceed $300 million. The bankruptcy court granted judgment for the debtor. On appeal, the district court treated the bankruptcy court's judgment as proposed findings of fact and conclusions of law, and adopted them as modified. On further appeal, the Ninth Circuit vacated and remanded. After granting certiorari, the Supreme Court reversed and remanded. The Ninth Circuit determined in In re Marshall, 600 F.3d 1037 (9th Cir. 2010), that the debtor's state-law counterclaim was a non- core proceeding for which the bankruptcy court could issue only proposed findings of fact and conclusions of law. Because the operative facts underlying the debtor's counterclaim were the same as those underlying the son's defamation claim, her counterclaim was a compulsory counterclaim, the appellate court found. Although a compulsory counterclaim based on a state-law cause of action may, under certain circumstances, be a "core" proceeding "arising in" a case under the Bankruptcy Code and be within the constitutional and statutory delegation of authority to bankruptcy judges to enter final orders, this was not such a case. The debtor's counterclaim was not so closely related to the defamation claim that the resolution of the counterclaim was necessary to resolve the allowance or disallowance of the claim against her bankruptcy estate. The Court of Appeals found no logical inconsistency to its holding that the counterclaim was compulsory but not "core." While the test for compulsory counterclaims is generous and designed to promote judicial efficiency by avoiding multiplicity of lawsuits, the standard delineating what is a "core" proceeding is much narrower because it is designed to comply with the constitutional limitations on the bankruptcy court's jurisdiction as set forth in Marathon. In Stern v. Marshall, No. 10-179 (U.S.), Howard K. Stern, serving as Executor for the Estate of Vickie Lynn Marshall fka Anna Nicole Smith, is represented by: Kent L. Richland, Esq. Greines Martin Stein & Richland LLP 5900 Wilshire Blvd., 12th Floor Los Angeles, CA 90036 Telephone: (310) 859-7811 E-mail: Krichland@gmsr.com Elaine T. Marshall, serving as the Executrix for the Estate of E. Pierce Marshall, is represented by: G. Eric Brunstad, Jr., Esq. Dechert LLP 90 State House Square Hartford, CT 06103 Telephone: (860) 524-3999 E-mail: eric.brunstad@dechert.com ASARCO LLC: Bondholders' Substantial Contribution Claim Denied -------------------------------------------------------------- The Hon. Richard S. Schmidt denies the request by a group of ASARCO LLC bondholders for payment of fees and reimbursement of expenses for substantial contribution. Judge Schmidt holds that the bondholders were large and expectedly active creditors in ASARCO's bankruptcy cases and nothing more. Judge Schmidt says merely being an active creditor in a bankruptcy case does not entitle that creditor to a claim for making a substantial contribution. "This Court acknowledges that these cases were successful for all creditors, but the actions of the [bondholder group] were not the primary cause of this success, nor did they create a 'rare' or 'unusual' circumstance that would constitute a substantial contribution," Judge Schmidt rules. Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital Partners Special Situations Fund, L.P., and Citigroup Global Markets, Inc. sought as much as $16.7 million in the form of a substantial contribution claim under section 503(b)(3)(D) of the Bankruptcy Code from the reorganized Debtors. The Substantial Contribution Claim is based on their assertion that the plan of reorganization filed by Master Fund was the cause of a bidding war between Sterlite (USA), Inc., the purchaser under the Debtors' 2009 proposed plan of reorganization, on the one hand, and ASARCO Incorporated and Americas Mining Corporation, on the other hand, which resulted in the Parent submitting the now confirmed and effective Seventh Amended Plan of Reorganization of Asarco Incorporated and Americas Mining Corporation Dated August 17, 2009. Harbinger et al. further assert that the objections they raised to an earlier iteration of the Parent's Plan caused the Parent to amend the Parent's Plan, to the benefit of all creditors. Finally, Harbinger et al. also assert that virtually every action they undertook from the beginning of these bankruptcy cases to the date on which the Parent's Plan was confirmed constituted a substantial contribution to these bankruptcy cases. Harbinger et al. hired numerous professionals to assist them in these bankruptcy cases -- Kramer Levin Naftalis & Frankel LLP as bankruptcy counsel; Seyfarth Shaw LLP as labor counsel; Latham & Watkins LLP as environmental counsel; Jefferies & Company, Inc., an investment bank, as financial advisor; Winstead PC as local counsel; and Entrix Inc. as an environmental consultant. Harbinger et al. incurred these fees and expenses in relation to the ASARCO bankruptcy cases: -- Kramer Levin billed $7,513,843.23 for the period from April 2006 to November 2009. -- L&W billed $5,271,516.04 for the period from March 2007 to July 2009. Only $5,140.15 of the fees billed by L&W was billed after September 2008. -- Seyfarth billed $612,009.54 for the period from September 2006 to June 2008. -- Jefferies billed $1,708,793.21 for the period from February 2007 to August 2008. -- Winstead billed $1,663,405.20 for the period from July 2007 to November 2009. -- The fees of Entrix were not invoiced directly, but were included as expenses in the bills of L&W. Entrix's fees totaled approximately $82,628.00 in these bankruptcy cases. Over the course of these bankruptcy cases, Harbinger et al. held various amounts of Bonds. On February 7, 2007, they, on a combined basis, held approximately $287 million in principal amount of Bonds. As of July 16, 2007, their holdings had increased to in excess of $298 million in principal amount of Bonds. However, by July 8, 2009, they had reduced their holdings from $298 million in principal amount to $257 million in principal amount, and at least one, Special Fund, no longer held any Bonds. A copy of the Court's memorandum opinion is available at: http://www.leagle.com/unsecure/page.htm?shortname=inbco20100928552 About Asarco LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) AZCO LLC: Section 341(a) Meeting Scheduled for Oct. 26 ------------------------------------------------------ The U.S. Trustee for Region 19 will convene a meeting of AZCO, LLC's creditors on October 26, 2010, at 1:00 p.m. The meeting will be held at U.S. Custom House, 721 19th Street, Room 106, Denver, CO 80202. 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. Lone Tree, Colorado-based AZCO, LLC, filed for Chapter 11 bankruptcy protection on September 17, 2010 (Bankr. D. Colo. Case No. 10-33634). Michael A. Smith, Esq., in Denver, Colorado, assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million and debts at $10 million to $50 million. BALL FOUR: Section 341(a) Meeting Scheduled for Oct. 25 ------------------------------------------------------- The U.S. Trustee for Region 19 will convene a meeting of Ball Four, Inc.'s creditors on October 25, 2010, at 2:00 p.m. The meeting will be held at U.S. Custom House, 721 19th Street, Room 104, Denver, CO 80202. 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. Arvada, Colorado-based Ball Four, Inc., filed for Chapter 11 bankruptcy protection on September 21, 2010 (Bankr. D. Colo. Case No. 10-33952). William A. Richey, Esq., at Weinman & Associates, P.C., assists the Debtor in its restructuring effort. The Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million. BALL FOUR: Taps Weinman & Associates as Bankruptcy Counsel ---------------------------------------------------------- Ball Four, Inc., asks for authorization from the U.S. Bankruptcy Court for the District of Colorado to employ Weinman & Associates, P.C., as bankruptcy counsel. Weinman & Associates will, among other things, represent the Debtor in its bankruptcy case and prepare the statements, schedules, the plan of reorganization, and disclosure statement. The hourly rates of Weinman & Associates' personnel are: Jeffrey A. Weinman $395 William A. Richey $300 Steven L. Zimmerman $350 Lisa Barenberg, Paralegal $130 Jeffrey A. Weinman, Esq., Weinman & Associates' president, assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Arvada, Colorado-based Ball Four, Inc., filed for Chapter 11 bankruptcy protection on September 21, 2010 (Bankr. D. Colo. Case No. 10-33952). William A. Richey, Esq., at Weinman & Associates, P.C., assists the Debtor in its restructuring effort. The Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million. BASIN WATER: Ct. Dismisses Trust Suit for Lack of Jurisdiction -------------------------------------------------------------- In BWI Liquidating Corp., et al., v. City of Rialto, a California Municipal Corporation, and Rialto Utility Authority, a California Joint Powers Authority, Adv. Proc. No. 10-50787 (Bankr. D. Del.), the Hon. Mary F. Walrath holds that the Court has no subject matter jurisdiction over the claims asserted post-confirmation by the Plaintiff because they are not sufficiently "related to" the bankruptcy case. The Court grants Rialto's motion to dismiss for lack of jurisdiction. BWI Liquidating, as successor to Basin Water Inc., sued Rialto on March 11, 2010, for breach of the Water Services Agreement. A copy of the Court's memorandum opinion is available at: http://www.leagle.com/unsecure/page.htm?shortname=inbco20100928546 Based in Rancho Cucamonga, California, Basin Water, Inc. -- http://www.basinwater.com/-- designs, builds and implements systems for the treatment of contaminated groundwater, industrial process water and air streams from municipal and industrial sources. The Company and its affiliate, Basin Water-MPT Inc., filed for Chapter 11 protection on July 16, 2009 (Bankr. D. Del. Lead Case No. 09-12526). Jaime Luton, Esq., and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor LLP, represented the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $50,599,051 in total assets and $14,235,275 in total liabilities. In September 2009, the Bankruptcy Court authorized Basin Water to sell its assets to Amplio Group SA for $2 million. Although an auction in August 2009 resulted in revised terms, the contract price didn't rise from unit Amplio Filtration Holdings Inc.'s original stalking-horse bid. The Debtors' Plan of liquidation was confirmed on January 15, 2010. BAY VISTA: Case Summary & 10 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Bay Vista Apartments LLC P.O. Box 35717 Los Angeles, CA 90035 Bankruptcy Case No.: 10-51176 Chapter 11 Petition Date: September 27, 2010 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Sheri Bluebond Debtor's Counsel: Philip D. Dapeer, Esq. PHILIP DAPEER, A LAW CORPORATION 2625 Townsgate Road, Suite 330 Westlake Village, CA 91361 Tel: (323) 954-9144 E-mail: philipdapeer@aol.com Scheduled Assets: $1,582,756 Scheduled Debts: $3,506,863 A list of the Company's 10 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-51176.pdf The petition was signed by Martha Frankel, key principal and member of the debtor limited liability company. BEAR ISLAND: Auction Winner to Be Decided by Judge -------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the bankruptcy judge must decide at a Sept. 30 hearing who made the best offer to buy Bear Island Paper Co. LLC and its Canadian parent, White Birch Paper Co. As reported in the Troubled Company reporter, at an auction last week, the Company selected as the winning bid the offer from the stalking horse bidder, a group comprised of Black Diamond Capital Management LLC, Credit Suisse Group AG, and Caspian Capital Advisors LLC, holders of 65% of the $438 million in first-lien debt. The losing bidder, a group holding 22% of the first-lien debt, however, contends that they submitted the superior bid at the auction. Black Diamond's winning bid consisted (i) a $90 million cash payment, allocated to the current assets, (ii) $4.5 million cash payment, allocated to the fixed assets owned by the Canadian affiliates; and a (iii) $78 million credit bid allocated to the fixed assets owned by the Canadian affiliates. The minority group, which includes funds managed by BlueMountain Capital Management, Lombard General Insurance Co. of Canada, Macquarie Americas Corp., and Wexford Capital LP, says Black Diamond's combined cash and credit bid benefits Black Diamond to the detriment of the minority first lien lenders and the Debtor's general unsecured creditors. The minority group, which calls itself Sixth Ave. Investment Co. LLC, says that its $175 million all-cash bid: (i) provides $44 million more to general unsecured claims than the Black Diamond Bid; (ii) allocates more than $35 million of cash the first lien credit facility lenders; and (iii) does not violate the terms of the first lien credit facility. Sixth Ave. points out that, among other things, the Debtors have determined that a credit bid by Black Diamond on account of the fixed assets would carry the same $1 for $1 value as a cash bid by Sixth Avenue. In order to do that, the Debtors, according to the group, improperly valued the current assets at liquidation value, or $90 million, thereby ignoring the value of the current assets on a going concern basis of $173.4 million, as disclosed in the Canadian monitor's report. By using the liquidation value for the current assets, White Birch inexplicably deprived their unsecured creditors from receiving any material recovery, according to Sixth Ave. Dune Capital LP and another investor, which collectively hold 61.5% of the $100 million in second-lien debt, want the judge to approve the Sixth Ave. bid, according to Bloomberg News. Sixth Ave. Investment Co., LLC, is represented by: Robert S. Westennann, Esq. Sheila deLa Cruz, Esq. HIRSCHLER FLEISCHER, P.C. The Edgeworth Building 2100 East Cary Street Richmond, Virginia 23223 Tel: (804) 771-5610 Fax: (804) 644-0957 E-mail: rwestermann@hf-Iaw.com sdelacruz@hf-Iaw.com - and - P. Bradley O'Neill, Esq. Douglas Mannal, Esq. KRAMER LEVIN NAFTALIS & FRANKEL, LLP 1177 Avenue of the Americas New York, New York 10036 Tel: (212) 715-9100 Fax: (212) 71 5-8000 E-mail: boneiJl@kramer1evin.com dmannal@kramerlevin Plan Exclusivity Bear Island's exclusive right to propose a Chapter 11 plan has been extended to Jan. 3. The Debtors said a second exclusivity extension will afford them time to sell their business. About White Birch & Bear Island Canada-based White Birch Paper Company is the second-largest newsprint producer in North America. As of December 31, 2009, the White Birch Group held a 12% share of the North American newsprint market and employed roughly 1,300 individuals (the majority of which reside in Canada). Bear Island Paper Company, L.L.C., is a U.S.-based unit of White Birch. Bear Island filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 10-31202) on February 24, 2010. Bear Island estimated assets of $100 million to $500 million and debts of $500 million to $1 billion in its Chapter 11 petition. White Birch filed for bankruptcy protection under Canada's Companies' Creditors Arrangement Act, before the Superior Court for the Province of Quebec, Commercial Division, Judicial District of Montreal, Canada. White Birch and five other affiliates -- F.F. Soucy Limited Partnership; F.F. Soucy, Inc. & Partners, Limited Partnership; Papier Masson Ltee; Stadacona Limited Partnership; and Stadacona General Partner, Inc. -- also sought bankruptcy protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 10-31234). Jonathan L. Hauser, Esq., at Troutman Sanders LLP, in Virginia Beach, Virginia; and Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP, in New York, serve as counsel to White Birch, as Foreign Representative. Kirkland & Ellis and Troutman Sanders also serve as Chapter 11 counsel to Bear Island. AlixPartners LLP serves as financial and restructuring advisors to Bear Island, and Lazard Freres & Co., serves as investment banker. Garden City Group is the claims and notice agent. Chief Judge Douglas O. Tice, Jr., handles the Chapter 11 and Chapter 15 cases. BLOCKBUSTER INC: Applies for Rothschild as Financial Advisor ------------------------------------------------------------ Blockbuster Inc. and its units seek the Court's authority to employ Rothschild Inc. as their financial advisor and investment banker, nunc pro tunc to the Petition Date. "During the prepetition period, since its retention in February 2010, as well as its prior retention during the Company's successful refinancing processes in 2009, Rothschild expended substantial time and effort in its role as financial advisor and investment banker, assisting in evaluating Blockbuster's liquidity situation, capital structure alternatives, recapitalization opportunities on a standalone basis and with potential strategic and financial partners, and potential divestitures," relates Roderick J. McDonald, Blockbuster Inc.'s vice president and general counsel. According to Mr. McDonald, Rothschild has played a central role in continuous and ongoing negotiations with Blockbuster's stakeholders, including the ad hoc groups of senior and senior subordinated noteholders, and in the ongoing process of soliciting, facilitating, and evaluating potential transactions with strategic and financial third parties. Rothschild also played a central role in soliciting, evaluating, and structuring DIP financing for Blockbuster in preparation for Blockbuster's filing for Chapter 11 protection. Rothschild is also involved in determining an appropriate capital structure for Blockbuster. As a result, Rothschild has acquired significant knowledge of Blockbuster and its business and is now intimately familiar with Blockbuster's financial affairs, debt structure, business operations, capital structure, key stakeholders, financing documents and other related material information. Rothschild is expected to render these financial advisory and investment banking services as necessary: (a) Reviewing and analyzing the business plans and financial Projections prepared by Blockbuster including, but not limited to, testing assumptions and comparing those assumptions to historical trends of Blockbuster and its industry; (b) Evaluating Blockbuster's debt capacity in light of its projected cash flows and assisting in the determination of an appropriate debt structure for Blockbuster; (c) Identifying or initiating potential Transactions; (d) Advising Blockbuster on the risks and benefits of considering a transaction with respect to Blockbuster's intermediate and long-term business prospects and strategic alternatives to maximize the business enterprise value of Blockbuster; (e) Assisting in the negotiations with Blockbuster's (i) senior secured noteholders, (ii) senior subordinated noteholders, (iii) preferred shareholders, (iv) common shareholders, (v) studio creditors, and (vi) other creditors or constituents as may be reasonably requested by Blockbuster and, in each case, as needed to effectuate any Transaction approved by the management or, if required, the boards of directors; (f) Reviewing and analyzing any proposals Blockbuster receives from third parties in connection with a Transaction or other transaction, including, without limitation, any proposals for debtor-in-possession financing, as appropriate; (g) Assisting in soliciting and structuring DIP or exit financing; (h) Soliciting interest from investors or buyers for an M&A Transaction; (i) Assisting or participating in negotiations with parties- in-interest, including, without limitation, any current or prospective creditors of, holders of equity in, or claimants against Blockbuster or its representatives in connection with a Transaction; (j) Advising Blockbuster with respect to, and attending meetings of, (i) Blockbuster's boards of directors (including any Transaction Committees), (ii) creditor groups, (iii) studios, (iv) official constituencies and (v) other interested parties, as necessary; (k) Participating, if requested by Blockbuster, in hearings before the Court and providing relevant testimony with respect to the matters described herein and issues arising in connection with any proposed Plan; and (l) Rendering other financial advisory and investment banking services as may be agreed upon by Rothschild and Blockbuster. The Debtors have agreed to pay Rothschild in cash under this fee structure: * Monthly Fee. An advisory fee of $125,000 payable on Oct. 1, 2010, and monthly thereafter. * New Capital Fee. A new capital fee equal to these percentages of the gross cash proceeds of any new capital or refinancing capital raised: (a) 1.0% for all secured debt, including any DIP financing, but not including debt raised by Callidus secured exclusively by Canadian collateral; (b) 2.0% for all unsecured debt; and (c) 4.0% for any equity capital or hybrid capital raised. A New Capital Fee will not be earned with respect to any capital provided by Blockbuster's existing creditors or shareholders, including any reinstatement of existing debt on a consensual or non-consensual basis pursuant to a Plan or otherwise. The New Capital Fee is payable upon the closing of the transaction by which the new capital is committed. For the avoidance of doubt, the term "raised" includes the amount committed or otherwise made available to Blockbuster whether or not the amount, or any portion of it, is drawn down at closing or is ever drawn down and whether or not that amount, or any portion of it, is used to refinance existing obligations of Blockbuster. * Recapitalization Fee. A recapitalization fee payable upon the consummation of a Recapitalization Transaction equal to $3,100,000. Rothschild is entitled to only a single Recapitalization Fee if more than one Recapitalization Transaction is consummated. * M&A Fee. A mergers and acquisitions fee, payable at the closing of any M&A Transaction, and based on a variable percentage of Aggregate Consideration that ranges from 1.75% of Aggregate Consideration of $100,000,000 to 0.70% of Aggregate Consideration of $1,000,000,000, with fees above and below the amounts agreed in good faith consistent with the schedule of fees in the Engagement Letter. In the event that Blockbuster consummates multiple Transactions that constitute M&A Transactions, the M&A Fee will be determined on the aggregate consideration of the M&A Transactions. No M&A Fee will be earned with respect to any transaction with or capital provided primarily or solely by Blockbuster's creditors or shareholders existing as of the Engagement Date. In the event that Blockbuster enters into a single Transaction that constitutes both a Recapitalization Transaction and an M&A Transaction, Rothschild will be entitled only to the greater of the Recapitalization Fee and the M&A Fee. Upon becoming entitled to receive any Recapitalization Fee or M&A Fee, Rothschild will not thereafter be entitled to earn or be paid any other fee under the Engagement Letter except New Capital Fees and Monthly Fees, if any, earned prior to the related M&A Transaction or Recapitalization Transaction. Also, upon becoming entitled to receive any Recapitalization Fee or M&A Fee, Blockbuster will have the option to terminate the Engagement Letter with no further obligation. However, if Blockbuster thereafter elects not to terminate the Engagement Letter, the Monthly Fee will still apply. Under the Tail Obligation contemplated in the Engagement Letter, a New Capital Fee, Recapitalization Fee or M&A Fee, as the case may be, will be payable in the event that (i) the engagement is terminated by Blockbuster and a New Capital Raise, Recapitalization Transaction or M&A Transaction, as applicable, is consummated at any time prior to the expiration of one year after the effective date of the termination or (ii) a definitive agreement with respect thereto is executed at any time prior to the expiration of one year after the termination. To the extent not otherwise credited, Rothschild will credit: (a) 50% of all Monthly Fees paid in excess of $525,000 in the aggregate against the Recapitalization Fee or the M&A Fee and (b) 50% of any New Capital Fees against the Recapitalization Fee or the M&A Fee. However, the sum of the Monthly Fee Credit and the New Capital Fee Credit will not exceed the fee against which it is to be credited. The Debtors will also reimburse Rothschild for all of its professionals' reasonable expenses incurred in connection with the performance of its engagement. The Debtors have also agreed to certain indemnification and contribution obligations as described in the parties' Engagement Letter dated as of Feb. 8, 2010. As of September 23, 2010, Rothschild has earned and received payment for Monthly Fees aggregating $1,050,000. Neil Augustine, a managing director of Rothschild, assures the Court that his firm is a "disinterested person," as defined in Section 101(14) of the Bankruptcy Code and as required by Section 327(a). Mr. Augustine discloses that in the 90 days prior to the Petition Date, the Debtors paid Rothschild $700,000 in fees and $162,291 for reimbursement of expenses, including $50,000 for estimated expenses already incurred but not yet processed in Rothschild's accounting system, which will be credited against future invoices. About Blockbuster Inc. Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA, BLOKB) -- http://www.blockbuster.com/-- is a global provider of rental and retail movie and game entertainment. It has a library of more than 125,000 movie and game titles. Blockbuster said it had assets of $1,017,035,832 and debts of $1,464,939,759 as of August 1, 2010. Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11 bankruptcy proceedings with a pre-arranged reorganization plan in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No. 10-14997). Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil, Gotshal & Manges, serve as counsel to the Debtors. Rothschild Inc. is the financial advisor. Alvarez & Marsal is the restructuring advisor with A&M managing director Jeffery J. Stegenga as chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. A steering group of senior secured noteholders is represented by James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin LLP. U.S. Bank National Association as trustee and collateral agent for the senior secured notes is represented by David McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter & Hampton LLP. BDO Consulting is the financial advisor for U.S. Bank. Lenders led by Wilmington Trust FSB are providing the DIP financing. The DIP Agent is represented by Peter Neckles, Esq. and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York. Blockbuster's non-U.S. operations and its domestic and international franchisees, all of which are legally separate entities, were not included in the filings and are not parties to the Chapter 11 proceedings. Bankruptcy Creditors' Service, Inc., publishes BLOCKBUSTER BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Blockbuster Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) BLOCKBUSTER INC: Intends to Maintain Customer Programs ------------------------------------------------------ Before the Petition Date, both in the ordinary course of business and as is customary in the retail industry, Blockbuster Inc. and its debtor-affiliates engaged in certain activities to develop and sustain a positive reputation with the consumers to whom they market their goods and services. In connection with these activities, Blockbuster maintains various customer programs and policies designed to ensure customer satisfaction, promote rental and sales growth, meet competitive pressures, develop and sustain customer loyalty, improve profitability, and generate goodwill for the Blockbuster brand, thereby retaining current customers and attracting new ones, with the ultimate goal of enhancing net income and increasing the value of its enterprise. Hence, the Debtors ask the Court's authority, but not direction, to continue their Customer Programs in the ordinary course of business and to perform and honor their prepetition obligations with respect to those programs, which include: -- issuance of gift cards; -- issuance of store credits; -- rental subscription programs and -- provision of free and discounted rental coupons. Continuance of the Customer Programs in the ordinary course is integral to Blockbuster's seamless transition into Chapter 11 and will facilitate a successful reorganization, Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York, tells Judge Lifland. Blockbuster believes it must quickly assure customers that the goods and services they have come to expect under the Customer Programs will not be interrupted or otherwise changed as a result of the Debtors' restructuring efforts. Accordingly, Judge Burton R. Lifland granted the request, and authorized the Debtors to continue their Customer Programs in the same manner and on the same basis as the Debtors implemented and maintained the programs prior to the commencement of the bankruptcy cases. About Blockbuster Inc. Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA, BLOKB) -- http://www.blockbuster.com/-- is a global provider of rental and retail movie and game entertainment. It has a library of more than 125,000 movie and game titles. Blockbuster said it had assets of $1,017,035,832 and debts of $1,464,939,759 as of August 1, 2010. Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11 bankruptcy proceedings with a pre-arranged reorganization plan in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No. 10-14997). Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil, Gotshal & Manges, serve as counsel to the Debtors. Rothschild Inc. is the financial advisor. Alvarez & Marsal is the restructuring advisor with A&M managing director Jeffery J. Stegenga as chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. A steering group of senior secured noteholders is represented by James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin LLP. U.S. Bank National Association as trustee and collateral agent for the senior secured notes is represented by David McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter & Hampton LLP. BDO Consulting is the financial advisor for U.S. Bank. Lenders led by Wilmington Trust FSB are providing the DIP financing. The DIP Agent is represented by Peter Neckles, Esq. and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York. Blockbuster's non-U.S. operations and its domestic and international franchisees, all of which are legally separate entities, were not included in the filings and are not parties to the Chapter 11 proceedings. Bankruptcy Creditors' Service, Inc., publishes BLOCKBUSTER BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Blockbuster Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) BLOCKBUSTER INC: Proposes to Pay Obligations to Key Vendors ----------------------------------------------------------- Blockbuster Inc. and its units seek discretionary authority, on an interim and final basis, to pay certain undisputed prepetition obligations owed to certain of their key vendors, suppliers, service providers and similar counterparties that the Debtors deem essential to maintaining their ongoing business operations. In recognition of the extraordinary nature of the relief requested, and so as to ensure the benefit estimated to the bankruptcy estates are preserved, the Debtors propose to condition payment of any Essential Vendors' Claim on that Essential Business Vendor's binding agreement to continue supplying its goods or services to the Debtors on customary trade terms during the pendency of the Chapter 11 cases. In the event that an Essential Business Vendor, after receipt of payment, fails to provide the Debtors with any goods and services requested upon customary trade terms or contractual terms during the pendency of the cases, the Debtors further propose that the postpetition payment be deemed an unauthorized postpetition transfer and, therefore, recoverable by the Debtors pursuant to Section 549 of the Bankruptcy Code. The Debtors also ask the Court to authorize and direct all banks and other financial institutions, on which checks are drawn or electronic funds are transferred with respect to the Essential Vendors' Claims, to honor any checks or electronic transfers upon the receipt by each Bank of notice of authorization without further Court order. The Debtors estimate that, as of the Petition Date, the total amount of undisputed, outstanding prepetition obligations due to the Essential Business Vendors for which the Debtors seek authority to pay is approximately $1.3 million and, of those amounts, approximately $300,000 are on account of claims under Section 503(b)(9) of the Bankruptcy Code. Of this total, approximately $300,000 is estimated to become due during the first 21 days of the Chapter 11 cases. The Debtors are dependent upon the Essential Business Vendors for a variety of goods and services, relates Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York. He explains that these services are highly technical and specialized, and have been tailored to meet Blockbuster Inc.'s specific requirements. The Essential Business Vendors are critical to Blockbuster's day- to-day operations because either they are the only source for a particular part, supply or service, or because obtaining a replacement source would entail substantial delay or significantly increased costs, Mr. Karotkin contends. He asserts that in some instances, the Debtors have essentially outsourced certain of their operations to the Essential Business Vendors, and as a result, the Debtors and the Essential Business Vendors have a symbiotic relationship whereby the success, and failure, of one depends on the other. In the event of a failure by any of the Essential Business Vendors, the Debtors believe they would have no alternative supplier or service provider. Thus, to ensure a seamless transition into Chapter 11 and prevent undue harm to the bankruptcy estates, the Debtors ask the Court to grant the request. Essential Vendor Agreement The Debtors propose to condition payment of any Essential Vendors' Claim on that Essential Business Vendor's binding agreement to continue on a postpetition basis to supply its goods or services to the Debtors on Customary Trade Terms. To facilitate this process, the Debtors propose that each selected Essential Business Vendor execute a simple letter agreement, the key terms of which are: -- The Essential Business Vendor agrees to be bound by the executed Essential Vendor Agreement throughout the pendency of the Chapter 11 cases; -- The Customary Trade Terms will be those trade terms between the Debtors and the Essential Business Vendor that were in effect the day prior to the Petition Date, or other terms as agreed between the Debtors and the Essential Business Vendor, pursuant to the executed Essential Vendor Agreement; -- By executing the Essential Vendor Agreement, the Essential Business Vendor acknowledges that it has reviewed the terms and provisions of the request and subsequent orders, and that it consents to be bound to the agreement; -- If an Essential Business Vendor refuses to supply goods and services to the Debtors on Customary Trade Terms following receipt of payment on its Essential Vendor Claim, or fails to comply with any Essential Vendor Agreement entered into between the Essential Business Vendor and the Debtors, the Debtors may in their discretion, and without further Court order: * declare that payments made to the Essential Business Vendor on account of its Essential Vendors' Claims be deemed payment of any outstanding postpetition claims of the vendors; and * require that the Essential Business Vendor immediately repay to the Debtors any payment made to it in excess of the postpetition claim, without giving effect to any rights of set-off, claims, provision for payment of reclamation or trust fund claims, or otherwise; and -- Any dispute with respect to the Essential Vendor Agreement or the Orders will be determined by the Bankruptcy Court. The Debtors submit that there may be instances in which payment to an Essential Business Vendor, prior to or in lieu of an Essential Vendor Agreement being entered into, is necessary to avoid causing irreparable harm to Blockbuster's business operations. In those cases, the Debtors seek authority to make payments on account of those Essential Vendors' Claims, notwithstanding the fact that following diligent efforts to enter into an Essential Vendor Agreement with an Essential Business Vendor, no Essential Vendor Agreement has been reached. About Blockbuster Inc. Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA, BLOKB) -- http://www.blockbuster.com/-- is a global provider of rental and retail movie and game entertainment. It has a library of more than 125,000 movie and game titles. Blockbuster said it had assets of $1,017,035,832 and debts of $1,464,939,759 as of August 1, 2010. Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11 bankruptcy proceedings with a pre-arranged reorganization plan in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No. 10-14997). Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil, Gotshal & Manges, serve as counsel to the Debtors. Rothschild Inc. is the financial advisor. Alvarez & Marsal is the restructuring advisor with A&M managing director Jeffery J. Stegenga as chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. A steering group of senior secured noteholders is represented by James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin LLP. U.S. Bank National Association as trustee and collateral agent for the senior secured notes is represented by David McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter & Hampton LLP. BDO Consulting is the financial advisor for U.S. Bank. Lenders led by Wilmington Trust FSB are providing the DIP financing. The DIP Agent is represented by Peter Neckles, Esq. and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York. Blockbuster's non-U.S. operations and its domestic and international franchisees, all of which are legally separate entities, were not included in the filings and are not parties to the Chapter 11 proceedings. Bankruptcy Creditors' Service, Inc., publishes BLOCKBUSTER BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Blockbuster Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) BLOCKBUSTER INC: Seeks Approval of Weil Gotshal as Bankr. Counsel ----------------------------------------------------------------- Blockbuster Inc. and its units seek the Court's authority to employ Weil, Gotshal & Manges LLP, as their attorneys, nunc pro tunc to the Petition Date. Blockbuster Inc. Vice President and General Counsel Roderick J. McDonald tells the Court that the Debtors have selected Weil Gotshal as their attorneys because of the firm's knowledge of the Debtors' business and financial affairs and its extensive general experience and knowledge in the field of debtor's protections and creditors' rights and business reorganizations under Chapter 11 of the Bankruptcy Code. Additionally, he says, in connection with its prepetition representation of the Debtors in respect of the potential restructuring of their financial obligations and the preparation for the commencement of these Chapter 11 Cases, Weil Gotshal has become familiar with the Debtors' business, affairs, capital structure, and their prepetition efforts to restructure outside the purview of Chapter 11. Accordingly, Weil Gotshal has the necessary background to deal effectively with many of the potential legal issues and problems that may arise in the context of the Debtors' Chapter 11 Cases. As the Debtors' counsel, Weil Gotshal will: (a) prepare on behalf of the Debtors, as debtors-in- possession, all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtors' estates; (b) take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; (c) take all necessary actions in connection with a Chapter 11 plan and related disclosure statements and all related documents, and further actions as may be required in connection with the administration of the Debtors' estates; and (d) perform all other necessary legal services in connection with the prosecution of the Chapter 11 Cases. Weil Gotshal will be paid based on its normal hourly rates in effect at the time the services are rendered: Members and counsel $725 to $990 Associates $395 to $695 Paraprofessionals $160 to $290 Weil Gotshal will also be reimbursed for expenses incurred in connection with its representation of the Debtors. Mr. McDonald tells the Court that Weil Gotshal received a retainer and an advance against expenses for all services to be performed, including in preparation for and with respect to the prosecution of the Chapter 11 Cases. Specifically, during the 12-month period prior to the Petition Date, Weil Gotshal received an aggregate of approximately $4.6 million for professional services performed and reimbursement of expenses incurred in connection with the firm's representation of the Debtors. As of the Petition Date, Weil Gotshal held approximately $270,000 of an advance retainer. Weil Gotshal intends to apply the retainer to any outstanding amounts relating to the period prior to the Petition Date, which were not processed through the firm's billing system as of the Petition Date, and to retain the balance on account of services rendered and expenses incurred subsequent to the Petition Date, Mr. McDonald says. Stephen Karotkin, Esq., a member of Weil Gotshal, assures the Court that the firm is a "disinterested person," as that term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b). Weil Gotshal says it will conduct an ongoing review of its files to ensure that no disqualifying circumstances arise, and if any new relevant facts or relationships are discovered, it will supplement its disclosure to the Court. About Blockbuster Inc. Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA, BLOKB) -- http://www.blockbuster.com/-- is a global provider of rental and retail movie and game entertainment. It has a library of more than 125,000 movie and game titles. Blockbuster said it had assets of $1,017,035,832 and debts of $1,464,939,759 as of August 1, 2010. Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11 bankruptcy proceedings with a pre-arranged reorganization plan in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No. 10-14997). Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil, Gotshal & Manges, serve as counsel to the Debtors. Rothschild Inc. is the financial advisor. Alvarez & Marsal is the restructuring advisor with A&M managing director Jeffery J. Stegenga as chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. A steering group of senior secured noteholders is represented by James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin LLP. U.S. Bank National Association as trustee and collateral agent for the senior secured notes is represented by David McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter & Hampton LLP. BDO Consulting is the financial advisor for U.S. Bank. Lenders led by Wilmington Trust FSB are providing the DIP financing. The DIP Agent is represented by Peter Neckles, Esq. and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York. Blockbuster's non-U.S. operations and its domestic and international franchisees, all of which are legally separate entities, were not included in the filings and are not parties to the Chapter 11 proceedings. Bankruptcy Creditors' Service, Inc., publishes BLOCKBUSTER BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Blockbuster Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) BOSTON BLACKIES: Closes Certain Store Locations Immediately ----------------------------------------------------------- Wailin Wong at Chicago Breaking Business reports that Boston Blackie's said it is closing some of its locations almost a year after it filed for bankruptcy. A person with knowledge of the matter said it was closing effective immediately. Boston Blackies Management Co. filed for Chapter 11 protection in Chicago on November 24, 2009 (Bankr. N.D. Ill. Case No. 09- 44643). Boston Blackies also placed eight American-style restaurants in Chicago and surrounding suburbs into Chapter 11. The management company listed debt of $6.4 million, including $5.6 million owing to secured creditor, General Electric Capital Corp. BRANDYWINE OPERATING: Fitch Affirms 'BB+' Issuer Default Rating --------------------------------------------------------------- Fitch Ratings has affirmed the ratings of Brandywine Realty Trust and its subsidiary, Brandywine Operating Partnership, L.P.: Brandywine Realty Trust -- Issuer Default Rating at 'BB+'; -- Preferred stock rating at 'BB-'. Brandywine Operating Partnership, L.P. -- IDR at 'BB+'; -- Unsecured revolving credit facility at 'BB+'; -- Senior unsecured notes at 'BB+.' The Rating Outlook is Stable. The affirmation of Brandywine's IDR at 'BB+' reflects the company's credit strengths, including its manageable debt maturity and lease expiration schedules, granular tenant base and the company's maintenance of leverage and coverage ratios appropriate for the rating category, despite the weak operating environment. The Stable Outlook reflects Brandywine's strong liquidity and unencumbered asset coverage of unsecured debt, offset by expected soft property-level fundamentals. The company's portfolio benefits from tenant diversification with the top 10 tenants representing 28.3% of annual base rent of June 30, 2010. The U.S. Government Services Administration is the company's largest tenant, contributing 7.2% of annual base rent, pro forma for the delivery of the Post Office Square building rented to the IRS. The economic recovery remains fragile, with the high unemployment rate continuing to adversely impact the business prospects of many of Brandywine's tenants. Brandywine's portfolio is focused in the Mid-Atlantic region, with the top five sub-markets being Dulles Toll Road Corridor (17.8% of same-property NOI as of June 30, 2010), Philadelphia CBD (13.2%), Radnor, PA (8.4%), King of Prussia/ Berwyn/ N202 Corridor (8.1%), and Southwest Austin (5.9%). With the delivery of the Post Office Square development in Aug. 2010, Brandywine will generate nearly 19% of its NOI from the Philadelphia CBD. Fitch views the company's presence in Philadelphia as a credit positive as Brandywine is a well established operator in this submarket. However, as a result of this geographic focus with exposure to some weaker submarkets with low barriers to entry, the portfolio experienced a 4.3% decline in same store NOI in 2009, a 3% same store NOI decline in the first quarter of 2010 (1Q'10) and a 1.3% decline in 2Q'10. Since 2006, Brandywine has underperformed its office peer group by approximately 200bps in both same property NOI performance and occupancy statistics. Brandywine has also underperformed its markets, as followed by PPR, by almost 100 bps since 2006. Occupancy and rent deterioration since early 2008 have challenged the operations of Brandywine, but these challenges have not adversely affected fixed charge coverage. Despite declines in same store NOI and occupancy rates, fixed charge coverage (defined as recurring operating EBITDA less recurring capital expenditures less straight line rent adjustments, divided by interest expense, capitalized interest and preferred dividends) has remained unchanged at 1.8 times for the 12 months ended June 30, 2010, as compared to Dec. 31, 2009. The company has raised approximately $40.9 million under the continuous equity offering program commenced in March 2010, the proceeds of which have been used to repay indebtedness, and hence reduced interest incurred. Revenues from new development have also helped buffer the effect of the same store declines. Additionally, current and projected coverage levels remain healthy for the ratings. Brandywine's leverage ratio remains consistent with a 'BB+' rating, as the company's net debt divided by recurring operating EBITDA was 7.7x for the trailing 12 months ended June 30, 2010, compared with 7.6x and 8.1x during 2009 and 2008, respectively. The improvement in leverage since 2008 stems from the company's equity issuances which were used to fund cash tender offers for unsecured debt, repayment under the line of credit, acquisitions and general corporate purposes. Brandywine's risk-adjusted capitalization of 1.0x is also appropriate for the 'BB+' rating. The Stable Outlook reflects Brandywine's large unencumbered property pool, which gives the company financial flexibility as a source of contingent liquidity. Unencumbered asset coverage of unsecured debt (calculated as 2Q'10 annualized unencumbered property net operating income divided by a 8% capitalization rate reflective of the portfolio) results in coverage of 1.7x as of June 30, 2010, which is appropriate for a 'BB+' rating. Moreover, covenants within the company's unsecured revolving line of credit agreement and bond indenture do not currently restrict Brandywine's financial flexibility. Brandywine's liquidity position is adequate for the rating category. Sources of liquidity (unrestricted cash, availability under the company's unsecured revolving credit facility, expected retained cash flows from operating activities after dividends and distributions) divided by uses of liquidity (pro rata debt maturities, expected recurring capital expenditures) for July 1, 2010 to Dec. 31, 2011 result in a liquidity coverage ratio of 1.0x and 1.3x if maturing secured debt is refinanced at a rate of 80% of current debt outstanding. Furthermore, the company's debt maturity schedule is well laddered with no more than 22% of debt maturing annually over the next five years. The two-notch differential between Brandywine's IDR and its preferred stock rating is consistent with Fitch's criteria for corporate entities with a 'BB+' IDR. Based on Fitch's report, 'Equity Credit for Hybrids and Other Capital Securities' (dated Dec. 29, 2009, and available at 'www.fitchratings.com'), Brandywine Realty Trust's preferred units are 75% equity-like and 25% debt-like since they are perpetual and have no covenants but have a cumulative deferral option in a going concern. Net debt plus 25% of preferred stock to recurring operating EBITDA was 7.8x as of June 30, 2010, compared with 7.7x and 8.2x, as of Dec. 31, 2009 and Dec. 31, 2008, respectively. Guidelines for Further Rating Actions These factors may result in positive momentum on the ratings and/or Rating Outlook: -- Positive operating trends; -- Demonstrated access to multiple sources of capital; -- Net debt to recurring operating EBITDA declines below 6.5x; -- Maintaining fixed charge coverage above 2.0x (for the 12 months ended June 30, 2010, recurring EBITDA divided by total fixed charges was 1.8x); These factors may result in negative momentum on the ratings and/or Rating Outlook: -- Maintaining fixed charge coverage below 1.5x; -- A sustained decline in unencumbered asset coverage below 1.5x (as defined as the annualized unencumbered property net operating income divided by a 8% capitalization rate). -- Net debt to recurring operating EBITDA increases above 8.0x. BRUGNARA PROPERTIES: Section 341(a) Meeting Scheduled for Oct. 26 ----------------------------------------------------------------- The U.S. Trustee for Region 17 will convene a meeting of Brugnara Properties VI's creditors on October 26, 2010, at 9:00 a.m. The meeting will be held at San Francisco U.S. Trustee Off, Office of the U.S. Trustee, 235 Pine Street, Suite 850, San Francisco, CA 94104. 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. San Francisco, California-based Brugnara Properties VI filed for Chapter 11 bankruptcy protection on September 17, 2010 (Bankr. N.D. Calif. Case No. 10-33637). Joel K. Belway, Esq., at the Law Offices of Joel K. Belway, 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. CAMTECH PRECISION: Final Hearing on Cash Use Set for December 7 --------------------------------------------------------------- The Hon. Paul G. Hyman of the U.S. Bankruptcy Court for the U.S. Bankruptcy Court for the Southern District of Florida authorized, on an interim basis, Camtech Precision Manufacturing, Inc., et al., to access Regions Bank's cash collateral for an additional 90 days. The final hearing on the Debtors' request to further access the cash collateral is scheduled for December 7, 2010, at 10:00 a.m. As reported in the Troubled Company Reporter on June 2, 2010, at the time of the bankruptcy filing, the Debtor owed Regions Bank approximately $4,182,107, in the aggregate. The total amount owed to Regions Bank appears to be substantially under-secured by the Debtors' account receivables of approximately $1,090,000 and inventory of approximately $2,300,000, as of the filing date. The Debtors would use the cash collateral to fund their Chapter 11 case, pay suppliers and other parties. As adequate protection for any diminution in value of the lenders' collateral, the Debtors will grant Regions Bank replacement liens on all the Debtors' property to the same extent as any prepetition lien. As additional adequate protection during the pendency of the Chapter 11 case and through confirmation of a Plan of Reorganization, the Debtor will pay to Regions Bank monthly adequate protection payments in the amount of $20,910, beginning on June 4, 2010, and continuing on the 4th day of each month thereafter. About Camtech Precision Manufacturing, Inc. Jupiter, Florida-based Camtech Precision Manufacturing, Inc., filed for Chapter 11 bankruptcy protection on May 10, 2010 (Bankr. S.D. Fla. Case No. 10-22760). Craig I Kelley, Esq., who has an office in West Palm Beach, Florida, assists the Company in its restructuring effort. According to the schedules, the Company says that assets total $10,977,673 while debts total $14,625,066. The Company's affiliate, R&J National Enterprises, Inc., filed a separate Chapter 11 petition. CARBON BEACH: Hearing on Construction Financing Set for October 1 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California will convene a hearing on October 1, 2010, at 10:00 a.m., to consider Carbon Beach Partners, LLC's request to incur up to $3,500,000 postpetition financing to complete construction of its primary asset. The Debtor owns an eight-unit luxury condominium located in Malibu, California. The project is only 95% completed because Builders Bank and the Debtor were unable to come to terms on a restructuring of the bank debt. The Debtor needs the money to fund the completion of the property so all the creditors could be paid. The Debtor's proposed Chapter 11 plan provides that a new lender will advance funds to complete construction of the property and will be sold over an 18-month period. The net proceeds of sale will be used to pay of this new lender and then will be disbursed to the creditors who are determined by the Court to be next in the absolute order of priority. The terms of the loan include: Amount: up to $3,500,000 Maturity Date: 18 months Late Fee Interest 3% Default Interest 5% As adequate protection for any diminution in value of the lenders' collateral, the Debtors will grant the new lender a lien on the property of the estate, senior to all existing prepetition liens. Calabasas, California-based Carbon Beach Partners, LLC, filed for Chapter 11 protection on November 3, 2009 (Bankr. C.D. Calif. Case No. 09-24657). Anne Wells, Esq., represents the Debtor in its restructuring effort. In its petition, the Debtor estimated its assets and debts at $10 million to $50 million. CATHOLIC CHURCH: Davenport Reaches $22MM Capital Campaign Goal -------------------------------------------------------------- The Diocese of Davenport announced that despite the worst economic conditions in decades, the Diocese has achieved its $22 million capital campaign goal. The achievement boosts morale in a diocese deeply wounded because of the abuse of children by some clergy in past decades. The campaign, which kicked off last year, was the first in more than 20 years for the diocese and came at a time of rebuilding following bankruptcy. All 80 parishes and the Newman Catholic Student Center in Iowa City participated in the fundraising effort that will cover the purchase and renovation of diocesan headquarters in Davenport as well as support clergy, seminarians, schools, parishes and diocesan ministries. More than 9,700 donors contributed, with an average gift of $2,265. "I am absolutely overwhelmed at the response of people for their Church," Bishop Martin Amos said. "The initial need was prompted by the bankruptcy, but the success of the campaign has truly moved us forward in faith and hope." Capital campaign chair Mike Bauer said he was "humbled by the response of the diocese's priests in making such a substantial commitment of both their personal financial contributions ($1 million in pledges) and their commitment of time and energy to make sure we were successful." Sister Laura Goedken, OP, the diocese's development director, said the generosity of the people of the diocese means "we can be much more mission focused and mission directed and concentrate on being a Eucharistic community." Msgr. John Hyland, the diocese's vicar general, thanked all who contributed to the campaign. "There were countless individuals who provided leadership roles in our diocese, deaneries and parishes and the goal was reached because of their dedication and hard work; my thanks to them." The 20 percent rebate to parishes also proved to be an attractive incentive. "We were particularly influenced by the rebate program because we have all kinds of needs here at St. Paul the Apostle," said Father Mike Spiekermeier, pastor of the Davenport parish. His was one of five parishes that piloted the campaign. The first rebate check, for $65,648.15, helped with payments toward purchase of property and construction of a parking lot for the growing parish. St. Mary Parish in Grinnell, another pilot parish, received its first payment -- $23,877 -- and used it toward purchase of a new air conditioner in the church, said the pastor, Father Nick Adam. Future checks will go toward other physical needs at the church, such as repair of the front steps. "I am very proud of my parish," Fr. Adam said, which like St. Paul's exceeded its goal. The cause for the campaign, he said, was well presented. About Diocese of Davenport The Diocese of Davenport in Iowa filed for chapter 11 protection (Bankr. S.D. Ia. Case No. 06-02229) on Oct. 10, 2006. Richard A. Davidson, Esq., at Lane & Waterman LLP, represents the Davenport Diocese in its restructuring efforts. Hamid R. Rafatjoo, Esq., and Gillian M. Brown, Esq., at Pachulski Stang Zhiel Young Jones & Weintraub LLP represent the Official Committee of Unsecured Creditors. In its schedules of assets and liabilities, the Davenport Diocese reported $4,492,809 in assets and $1,650,439 in liabilities. The Court approved on April 3, 2008, the Diocese of Davenport's second amended disclosure statement explaining its joint plan of reorganization. The Committee is a proponent to the plan, which was confirmed on April 30, 2008. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Fairbanks Trustee Proposes Travelers Settlement ---------------------------------------------------------------- Robert L. Berger, settlement trustee under the Catholic Bishop of Northern Alaska's Third Amended and Restated Joint Plan of Reorganization, asks the U.S. Bankruptcy Court for the District of Alaska pursuant to Sections 105 and 363 of the Bankruptcy Code and Rule 9019 of the Federal Rules of Bankruptcy Procedure to: (a) approve the Settlement Agreement and Release that has been entered into by the Trustee and certain other parties, as sellers, and Travelers Casualty and Surety Company, formerly known as Aetna Casualty and Surety Company, as purchaser; (b) approve the settlement and compromise of claims among the Releasing Parties and Travelers; (c) find that the Agreement complies with the Bankruptcy Code and other applicable law; and (d) authorize the Trustee and the Diocese of Fairbanks to sell back to Travelers the Diocese's rights under certain contracts of insurance pursuant to the terms of the Agreement, free and clear of liens, claims, encumbrances and other interests. Under the Agreement, Travelers will pay the Trustee $1,500,000 within 10 days after the Conditions to Payment under the Agreement have been satisfied. The proposed sale of CBNA's rights and interests in the Policies will be made, free and clear of liens, with Travelers to receive the protections granted by the Bankruptcy Code to a bona fide purchaser for value. Travelers will buy back only those rights under the Policies belonging to CBNA and the Other Releasing Parties, as defined in the Agreement, and will not purchase any rights under the Policies belonging to the Anchorage Archdiocese, the Juneau Diocese, the Society of Jesus, Oregon Province or any other person that is not CBNA or one of the Other Releasing Parties under the Agreement. In addition, the Agreement provides that Travelers will be designated as a Settling Insurer under CBNA's Plan of Reorganization and the Confirmation Order, and will become a beneficiary of the channeling injunction contained in the Plan. Channeled claims include any claims against Travelers brought by other Insurers on account of contribution or other claims. Travelers agrees to release the Trustee and CBNA. In exchange for this consideration, Travelers will obtain a release from the Trustee and CBNA with respect to, among other things, claims for defense and indemnity of claims against CBNA and Other Releasing Parties for injuries suffered due to sexual abuse by priests, members of other religious orders, and other persons allegedly negligently hired, supervised, or maintained by CBNA. Mr. Berger asserts that the Agreement will provide substantial assets for the Settlement Trust and for the payment of Future Claims. The Court will convene a hearing on October 13, 2010, to consider the request. About the Diocese of Fairbanks The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/-- filed for Chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska Case No. 08-00110). Susan G. Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its restructuring efforts. Michael R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's local counsel and Cook, Schuhmann & Groseclose Inc. as its special counsel. Judge Donald MacDonald, IV, of the United States Bankruptcy Court for the District of Alaska presides over Fairbanks' Chapter 11 case. In its schedules, the Debtor disclosed total assets of $13,316,864 and total liabilities of $1,838,719 as of the Petition Date. The church's plans to file its bankruptcy plan and disclosure statement on July 15, 2008. Its exclusive plan filing period expires on January 15, 2009. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Spokane Needs to Raise $800k to Pay Abuse Claims ----------------------------------------------------------------- U.S. Bankruptcy Judge Patricia Williams granted the request of Gloria Z. Nagler, Plan Trustee of the Catholic Bishop of Spokane, also known as The Catholic Diocese of Spokane, to confirm interpretation of the Diocese of Spokane's confirmed Plan of Reorganization. Judge Williams ruled that the Plan is interpreted to allow the Plan Trustee access to the contingency reserve fund upon incurring expenses. Ms. Nagler asserted that use of the Plan's contingency reserve for administrative professional fees and expenses incurred to enforce the Plan's provisions is implicit in the Plan, and hence, she seeks judicial confirmation of her intention to use the contingency reserve for that enforcement. She also filed a declaration in support of her request. The Plan expressly provides for creation of a Future Claims fund, initially funded by the Diocese with $1,000,000, for use by the Plan Trustee in payment of all allowed Future Tort Claims. Per the terms of the Plan, the Plan Trustee is to hold $200,000 of the initial $1,000,000 deposit as a contingency reserve until all allowed Future Tort Claims have been paid in full. Prior to the entry of the order, the Plan Trustee filed a reply to the responses to her request filed by the Spokane Diocese and the Future Claims Representative. Ms. Nagler asserted that the relief sought is supported not only by a common sense understanding of the Plan's enforcement mechanisms, but also by a recurring two word phrase -- "or less." Spokane Must Raise $800,000 With the granting of Ms. Nagler's request, the Diocese must now raise more than $800,000 by fall to pay abuse claims, or risk losing certain parishes to foreclosure, John Stucke of The Spokesman-Review reports. As previously reported, new claims of abuse continue to be filed, approved and paid, which drained the $1 million fund for claims. The Diocese needs to replenish the fund as agreed on its settlement with the tort claimants. According to Mr. Stucke's report, the Diocese needs to deposit more than $43,000 into the Plan Trust by September 30, 2010, to prevent foreclosure. An additional $800,000 must also be deposited by a deadline that has not yet been set but is likely to come this fall. About The Diocese of Spokane The Roman Catholic Church of the Diocese of Spokane filed for chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on Dec. 6, 2004. Michael J. Paukert, Esq., at Paine, Hamblen, Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed $11,162,938 in total assets and $81,364,055 in total debts. The Diocese of Spokane, the Tort Claimants Committee, the Future Claims Representative, and the Executive Committee of the Association of Parishes delivered an Amended Plan of Reorganization, and a Disclosure Statement describing that Plan to the Court on Feb. 1, 2007. The Honorable Patricia C. Williams approved the disclosure statement on March 8, 2007. On April 24, 2007, the Court confirmed Spokane's second amended joint plan. That plan is effective May 31, 2007. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) CATHOLIC CHURCH: Wilmington's Removal Period Extended to October ---------------------------------------------------------------- Judge Christopher S. Sontchi of the United States Bankruptcy Court for the District of Delaware extended to October 28, 2010, the period within which the Catholic Diocese of Wilmington, Inc., may remove various civil actions pending as of the Petition Date. The Diocese's previous Removal Period expired on July 30, 2010. Pursuant to Del.Bankr.L.R. 9006-2, the Removal Period was automatically extended until the conclusion of the hearing to consider the request, which was originally set for August 30, 2010. As previously reported, the Official Committee of Unsecured Creditors and the Unofficial Committee of 91 State Court Abuse Survivors opposed further extension of the Removal Period, arguing that it will hamper the progress in the case's mediation process. They have also opposed the extension of the automatic stay to certain Non-Debtor Defendants, arguing that allowing state court actions to continue will boost the likelihood of success of the mediation. The Court subsequently allowed certain state court cases to move forward. About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19. There are 131 cases filed against the Diocese, with 30 scheduled for trial. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CHARLES JONES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Charles Jefferson Jones 15 River Trace Macon, GA 31210 Bankruptcy Case No.: 10-53166 Chapter 11 Petition Date: September 27, 2010 Court: U.S. Bankruptcy Court Middle District of Georgia (Macon) Debtor's Counsel: Wesley J. Boyer, Esq. KATZ, FLATAU, POPSON AND BOYER, LLP 355 Cotton Avenue Macon, GA 31201 Tel: (478) 742-6481 E-mail: wjboyer_2000@yahoo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Debtor's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/gamb10-53166.pdf CHEM RX: Plans PharMerica-Led Auction for All Assets on Oct. 27 --------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Chem Rx Corp. has a contract to sell its assets to PharMerica Corp. for $70.6 million plus the assumption of specified liabilities, absent higher and better bids for the assets. According to the report, the bankruptcy judge scheduled a hearing for Oct. 4 to rule on proposed auction and sale procedures. If adopted by the judge, competing bids would be due initially by Oct. 25, followed by an auction on Oct. 27. A hearing to approve the sale would take place around Oct. 28. Prior to selecting PharMerica as stalking horse bidder, Chem RX signed 65 prospective buyers to confidentiality agreements. PharMerica operates 90 institutional pharmacies in 41 states. About Chem RX Corporation Long Beach, N.Y.-based Chem RX Corporation, aka Paramount Acquisition Corp. -- http://www.chemrx.net/-- is a major institutional pharmacy serving the New York City metropolitan area, as well as parts of New Jersey, upstate New York, Pennsylvania and Florida. Chem Rx's client base includes skilled nursing facilities and a wide range of other long-term care facilities. Chem Rx annually provides more than six million prescriptions to more than 69,000 residents of more than 400 institutional facilities. The Company and five affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 10-11567) on May 11, 2010. Dennis A. Meloro, Esq., and Scott D. Cousins, Esq., at Greenberg Traurig, LLP, represents the Company in its restructuring. Cypress Holdings, LLC, is the Company's financial advisor. RSR Consulting, LLC, is the Company's chief restructuring officer. Brunswick Group LLP is the Company's public relations consultant. Grant Thornton LLP is the Company's independent auditor. Lazard Middle Market LLC is the Company's investment banker. Eichen & Dimeglio PC is the Company's tax advisor. Kurtzman Carson Consultants is the Company's claims and notice agent. The Company disclosed $169,690,868 in assets and $178,281,128 in debts as of February 28, 2010. CHEMTURA CORP: A&M Files 2nd Report on Chemtura Canada ------------------------------------------------------ Alvarez & Marsal Canada, Inc., in its capacity as information officer of Chemtura Canada Co./Cie's proceeding under the Companies' Creditors Arrangement Act, provided Mr. Justice Morawetz of the Ontario Superior Court of Justice on Sept. 21, 2010, with information concerning: (a) an update regarding the settlement of various Diacetyl Claims; (b) Additional U.S. Orders; (c) U.S. Orders which Chemtura Canada will seek to have recognized at a future motion; (d) Chemtura Canada's actual net cash flows for the period from September 1 to 11, 2010; (e) the Plan; (f) the activities of the Information Officer; and (g) A&M's recommendations. The Diacetyl Settlements A&M updates the Canadian Court on the settlement of various diacetyl claims, which include: -- the settlement among Chemtura Corp., Chemtura Canada and the law firm of Humphrey Farrington & McClain P.C., on behalf of 346 Diacetyl Claims that represent 15 of the 22 pending diacetyl lawsuits. The HFM Diacetyl Settlement provides for a $50 million aggregate payment to resolve the diacetyl liabilities; and -- the settlement among Chemtura Corp., Chemtura Canada and Tom R. Burcham, III, Esq., Robert DeVoto, Esq., Gary Matheny, Esq., Spencer P. Desai, Esq., on behalf of 7 Diacetyl Claims that represent 2 pending diacetyl lawsuits. The Burcham Diacetyl Settlement provides for a $2,205,728 aggregate payment to resolve the diacetyl liabilities. A&M adds that the corporate Diacetyl Claim of Ungerer & Co will be reserved for at 100% of its liquidated value or $1,750,000, subject to any settlement that may be entered into between Ungerer and Chemtura. Cash Flow Forecast, Chapter 11 Plan Updates A&M discloses that Chemtura Canada's actual cash flow for the period September 1 to 11, 2010, was approximately negative $4.6 million as compared to forecast net cash flow of approximately negative $4.9 million. Chemtura Canada as of September 11 had a cash balance of approximately $8.9 million. The confirmation hearings of the Chapter 11 Plan of the U.S. Debtors have not yet concluded. A&M says it is in the process of reviewing the Plan Supplement, the First Supplement and the Second Supplement. A full-text copy of the 2nd Information Officer's Report is available for free at http://ResearchArchives.com/t/s?6b8d About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Bankruptcy Creditors' Service, Inc., publishes Chemtura Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Chemtura Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHINA MEDIA: Posts $265,500 Net Loss in June 30 Quarter ------------------------------------------------------- China Media Group Corporation filed its quarterly report on Form 10-Q, reporting a net loss of $265,521 on $11,042 of revenue for the three months ended June 30, 2010, compared with a net loss of $155,034 on $30,148 of revenue for the corresponding period last year. As of June 30, 2010, the Company has incurred accumulated deficits totaling $8.7 million, and its current liabilities exceed its current assets by $2.2 million. At present the Company does not have sufficient cash resources to provide for all general corporate operations in the foreseeable future. The Company will be required to raise additional capital in order to continue to operate in fiscal 2010. The Company's balance sheet as of June 30, 2010, showed $5.5 million in total assets, $4.5 million in total liabilities, $136,362 in minority interest, and stockholders' equity of $846,773. As reported in the Troubled Company Reporter on April 21, 2010, Albert Wong & Co., in Hong Kong, 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 deficits accumulated as at December 31, 2009, of $8.3 million including net losses of $2.5 million for the year ended December 31, 2009. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?6bc9 About China Media Based in Wanchai, Hong Kong, China Media Group Corporation (OTC BB: CHMD) -- http://www.chinamediagroup.net/-- plans to become one of China's leading new age media companies through the use of new technologies and devices combined with traditional media of TV, Newspapers, Magazines, Billboards and Internet. In order to facilitate this, the Company established 4 strategic business units: Advertising, Print, Telecommunications and Mobile Computing, and Products and Services. Only three units have begun in operation: Advertising, Telecommunications and Mobile Computing, and Products and Services. CITIGROUP INC: Treasury to Sell Portion of $2.2BB TruPS ------------------------------------------------------- Dow Jones Newswires' Meena Thiruvengadam reports that the U.S. plans to sell a portion of the $2.2 billion in trust preferred securities it obtained from Citigroup Inc. when it pledged to share in losses on a pool of the bank's assets. The Treasury said Wednesday it plans to begin selling the trust preferred securities this week. According to Dow Jones, it remains unclear exactly at what price the securities will be sold or how much of its holdings the Treasury will sell. Dow Jones notes the shares have a liquidation price of $25 each and can be redeemed starting Oct. 30, 2015. A group of investment banks is soliciting buyers, and pricing information is expected to become clearer this week. Dow Jones relates by July, the Treasury said it had sold 2.6 billion of the 7.7 billion common shares it owned, in incremental sales usually amounting up to 10% of daily trading volume. But its hope of ridding itself of all its Citi common stock by the end of the year appears to be fading, Dow Jones says. Trading volume in Citi's stock has been lower over the summer than in the spring, reducing the amount the Treasury can sell without affecting Citi's stock price. Unless the daily volume of Citi stock jumps considerably, it is unlikely that the Treasury will complete the sale of all its common stock this year, unless it changes course and conducts a block sale of shares, Dow Jones says. Dow Jones notes that in midday trading Wednesday, Citi's shares were up 2.1%, to $3.96, in a falling market. The stock is up nearly 20% so far this year. About Citigroup Inc. Based in New York, Citigroup Inc. (NYSE: C) -- is a global diversified financial services holding company whose businesses provide a broad range of financial services to consumer and corporate customers. As reported in the Troubled Company Reporter on November 25, 2008, the U.S. government entered into an agreement with Citigroup to provide a package of guarantees, liquidity access, and capital. The U.S. Treasury and the Federal Deposit Insurance Corporation agreed to provide protection against the possibility of unusually large losses on an asset pool of roughly $306 billion of loans and securities backed by residential and commercial real estate and other such assets, which will remain on Citigroup's balance sheet. As a fee for this arrangement, Citigroup issued preferred shares to the Treasury and FDIC. The Federal Reserve agreed to backstop residual risk in the asset pool through a non-recourse loan. Citigroup, the third-biggest U.S. bank, received $45 billion in bailout aid. Citigroup sold assets to repay the bailout funds. CLAIM JUMPER: Landry's Restaurants Wants to Lead Auction -------------------------------------------------------- Dow Jones' DBR Small Cap reports that Landry's Restaurants Inc. is urging the U.S. Bankruptcy Court for the District of Delaware to let it lead the bidding at an auction for Claim Jumper Restaurants LLC's assets instead of an affiliate of private-equity firm Black Canyon Capital LLC. Landry's Restaurants, Inc., owns and operates mostly casual dining restaurants under the trade names Landry's Seafood House, Chart House, The Crab House, Saltgrass Steak House, and Rainforest Cafe. Landry's also owns and operates the Golden Nugget hotel and casino in Las Vegas, Nevada. Annual revenue is $900 million. Claim Jumper and its units are asking the Bankruptcy Court to conduct a sale process where GRP Acquisition Corp., an affiliate of Black Canyon Capital, LLC, will be stalking horse bidder at the auction. 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. A copy of the Bidding Procedures is available for free at: http://bankrupt.com/misc/CLAIM_JUMPER_salebiddingprocedures.pdf 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. The Creditors Committee has selected the law firms of Cooley LLP and Klehr Harrison Harvey Branzburg LLP as counsel. CLOVERLEAF ENTERPRISES: UST Has Until Oct. 15 to Object to Fees --------------------------------------------------------------- In In re: Cloverleaf Enterprises, Inc. (Bankr. D. Md. Case No. 09-20056), Ellin & Tucker, Chartered, as accountants for the Debtor, and the United States Trustee for Region 4 have agreed to extend the time upon which the U.S. Trustee can file his comments or objections to the First Interim Application For Compensation By Accountants for the Chapter 11 Debtor. The Accountants and the U.S. Trustee have stipulated and agreed that the United States Trustee may have up to and including Friday, October 15, 2010, to file a comment, objection or other responsive pleading to the First Interim Fee Application. The Hon. Paul Mannes approves the agreement. A copy of the Consent Order is available at: http://www.leagle.com/unsecure/page.htm?shortname=inbco20100927431 Fort Washington, Maryland-based Cloverleaf Enterprises Inc. -- http://www.rosecroft.com/-- owns the Rosecroft Raceway, a harness track. The Company filed for Chapter 11 protection (Bankr. D. Md. Case No. 09-20056) on June 3, 2009, represented by Nelson C. Cohen, Esq., at Zuckerman Spaeder LLP in Washington, D.C. The Company estimated $10 million to $50 million in assets and $1 million to $10 million in debts in its Chapter 11 petition. The Company's operations were halted in June 2010. CODA OCTOPUS: Earns $286,000 in July 31 Quarter ----------------------------------------------- Coda Octopus Group, Inc., filed its quarterly report on Form 10-Q, reporting net income of $286,006 on $2.5 million of revenue for the three months ended July 31, 2010, compared with a net loss of $771,225 on $3.4 million of revenue for the comparable period a year ago. The Company had an operating loss of $887,189 in the 2010 period against an operating loss of $361,046 in the 2009 period. This increase in operating loss is due to the change in the Company's accounting of work in progress. At July 31, 2010, the Company recalculated the fair value of the conversion feature subject to derivative accounting and has determined that the fair value at July 31, 2010 is $4.2 million. Accordingly, the Company has recorded a positive charge of $1.8 million during the three months ended July 31, 2010, related to the change in fair value during the quarter. The Company's balance sheet as of July 31, 2010, showed $12.9 million in total assets, $27.7 million in total liabilities, and a stockholders' deficit of $14.8 million. As of July 31, 2010, the Company had a working capital deficit of $20.2 million and a deficiency in stockholders' equity of $14.8 million. For the nine month period ended July 31, 2010, the Company had negative cash flow from operations of $729,718. The Company also has an accumulated deficit of $61.1 million at July 31, 2010. The Company says it is dependent upon its ability to generate revenue from the sale of its products and services and the discretion of the holder of the Company's secured convertible debenture to release cash to cover operations. "If the Company's financial resources from operations are insufficient, the Company will require additional financing in order to execute its operating plan and continue as a going concern. The Company may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In any of these events, the Company may be unable to repay its debt obligations, implement its current plans for reorganization, or respond to competitive pressures, any of which circumstances would have a material adverse effect on its business, prospects, financial condition and results of operations." A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?6bd0 About Coda Octopus Coda Octopus Group, Inc., develops, manufactures, sells and services real-time 3D sonar and other products, as well as engineering design and manufacturing services on a worldwide basis. Headquartered in Jersey City, New Jersey, with research and development, sales and manufacturing facilities located in the United Kingdom, United States and Norway, the Company is engaged in software development, defense contracting and engineering services through subsidiaries located in the United States and the United Kingdom. COLONIAL BANCGROUP: Bankr. Ct. Interprets 11 U.S.C. Sec. 365(o) --------------------------------------------------------------- WestLaw reports that a federal bankruptcy judge in Alabama held that 11 U.S.C. Sec. 365(o), the bankruptcy statute providing that, in any Chapter 11 case filed by an affiliate of a federally insured depository institution, the trustee shall be deemed to have assumed any commitment by the debtor to maintain the capital of that institution and shall immediately cure any default by the debtor under such a commitment applies only to enforceable commitments. The trustee is not required to assume, and to cure any default under, any commitment that is or has become unenforceable under nonbankruptcy law. So too, the statute does not apply to a commitment that can no longer be assumed and cured on the date that the Chapter 11 petition is filed because the insured depository institution is no longer operating. In re Colonial Bancgroup, Inc., --- B.R. ----, 2010 WL 3515161 (Bankr. M.D. Ala.) (Williams, J.). As reported in the Troubled Company Reporter on Sept. 16, 2010, the Federal Deposit Insurance Corp. has appealed the Honorable Dwight H. Williams' ruling that Colonial BancGroup Inc. doesn't owe the FDIC some $900 million as a result of pre-petition capital shortfalls. About The Colonial BancGroup Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking subsidiary. Colonial bank -- http://www.colonialbank.com/-- operated 354 branches in Florida, Alabama, Georgia, Nevada and Texas with over $26 billion in assets. On August 14, 2009, Colonial Bank was seized by regulators and the Federal Deposit Insurance Corporation was named receiver. The FDIC sold most of the assets to Branch Banking and Trust, Winston-Salem, North Carolina. BB&T acquired $22 billion in assets and assumed $20 billion in deposits of the Bank. The Colonial BancGroup filed for Chapter 11 bankruptcy protection (Bankr. M.D. Ala. Case No. 09-32303) on August 25, 2009. W. Clark Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV, Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Debtor in its restructuring effort. In its schedules, the Debtor disclosed $45 million in total assets and $380 million in total liabilities as of the Petition Date. COMMUNITY HEALTH: Fitch Issues Recovery Rating Review ----------------------------------------------------- Fitch Ratings has issued its Recovery Rating review of the U.S. Healthcare sector. This review includes an analysis of valuation multiples, EBITDA discounts applied, and detailed recovery worksheets for issuers with a Fitch Issuer Default Rating of 'B+' or lower in this sector. The issuers included in this report are: -- Community Health Systems, Inc. -- HCA, Inc. -- Health Management Associates, Inc. -- Tenet Healthcare Corp. Recovery analysis is considered for all companies, but notching of those with IDRs above 'B+' will continue to be heavily influenced by broader historical recovery patterns. For companies with an IDR of 'B+' or below, explicit Recovery Ratings are assigned. CORUS BANKSHARES: Court OKs FDIC Stipulation on Tax Refunds Escrow ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Illinois approved a stipulation between Corus Bankshares, Inc., and the Federal Deposit Insurance Corporation, as receiver. The material terms of the stipulation are: a. The Debtor will establish an interest-bearing account at Deutsche Bank which will be and remain separate from any other accounts established by the Debtor. b. Any Tax Refunds received from the Internal Revenue Service by either party will be deposited into the Escrow Account upon receipt and will be subject to the stipulation. c. No funds will be disbursed or released by Deutsche Bank from the Escrow Account except upon (i) an agreement between the Debtor and the FDIC to release such funds, or (ii) a final order or judgment of the Bankruptcy Court or other court of competent jurisdiction authorizing the release of such funds. d. No presumption or adverse inference shall arise that the Tax Refunds, in whole or in part, belong to and are the property of the FDIC as Receiver or the bankruptcy estate of the Debtor merely because of the Stipulation or the involvement of the Debtor in holding, negotiating or depositing the funds. e. The FDIC will be permitted to file a 2009 tax return, or returns, on behalf of Corus Bank without seeking leave from the Bankruptcy Court to lift the automatic stay. The Tax Refunds arise from tax returns filed by the Debtor in the years in which losses were carried back to earlier profitable years. The Debtor's consolidated tax returns for the 2009 tax year, well as the consolidated tax returns for the 2008 tax year, reported substantial tax losses. About Corus Bankshares Chicago, Illinois-based Corus Bankshares, Inc., is a bank holding company. Its lone operating unit, Corus Bank, N.A., closed September 11, 2009, by regulators and the Federal Deposit Insurance Corporation was named receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with MB Financial Bank, National Association, Chicago, Illinois, to assume all of the deposits of Corus Bank. The Company filed for Chapter 11 bankruptcy protection on June 15, 2010 (Bankr. N.D. Ill. Case No. 10-26881). Kirkland & Ellis LLP's James H.M. Sprayregen, Esq., David R. Seligman, Esq., and Jeffrey W. Gettleman, Esq., serve as the Debtor's bankruptcy counsel. Kinetic Advisors is the Company's restructuring advisor. Plante & Moran is the Company's auditor and accountant. Kilpatrick Stockton LLP's Todd Meyers, Esq., and Sameer Kapoor, Esq.; and Neal Gerber & Eisenberg LLP's Mark Berkoff, Esq., Deborah Gutfeld, Esq., and Nicholas M. Miller, Esq., represent the official committee of unsecured creditors. As of June 15, 2010, the Company disclosed $314,145,828 in assets and $532,938,418 in liabilities. CORUS BANKSHARES: Has Until January 31 to File Chapter 11 Plan -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois extended Corus Bankshares, Inc.'s exclusive periods to file and solicit acceptances for a Chapter 11 Plan until January 31, 2011, and April 1, 2011. Chicago, Illinois-based Corus Bankshares, Inc., is a bank holding company. Its lone operating unit, Corus Bank, N.A., closed September 11, 2009, by regulators and the Federal Deposit Insurance Corporation was named receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with MB Financial Bank, National Association, Chicago, Illinois, to assume all of the deposits of Corus Bank. The Company filed for Chapter 11 bankruptcy protection on June 15, 2010 (Bankr. N.D. Ill. Case No. 10-26881). Kirkland & Ellis LLP's James H.M. Sprayregen, Esq., David R. Seligman, Esq., and Jeffrey W. Gettleman, Esq., serve as the Debtor's bankruptcy counsel. Kinetic Advisors is the Company's restructuring advisor. Plante & Moran is the Company's auditor and accountant. Kilpatrick Stockton LLP's Todd Meyers, Esq., and Sameer Kapoor, Esq.; and Neal Gerber & Eisenberg LLP's Mark Berkoff, Esq., Deborah Gutfeld, Esq., and Nicholas M. Miller, Esq., represent the official committee of unsecured creditors. As of June 15, 2010, the Company disclosed $314,145,828 in assets and $532,938,418 in liabilities. CROSSTOWN STOR-N-MORE: Files List of Largest Unsecured Creditors ---------------------------------------------------------------- Crosstown Stor-N-More Self Storage, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a list of its largest unsecured creditors, disclosing: Entity Nature of Claim Claim Amount ------ --------------- ------------ Daryl Brown loan $2,959,207 6915 Westchester Cir. Bradenton, FL 34202 Interstate Business Center loans $120,000 6915 Westchester Cir. Bradenton, FL 34202 Johnson Pope, et al. professional services $42,945 P.O. Box 1368 Clearwater, FL 33756-1368 Otis Elevator elevator maintenance $6,372 agreements Diamond Car Wash car wash supplies $5,647 St. Pete Times advertising $2,666 Chateau vendor $1,960 Blair's vendor $1,752 SeTel telephone equipment $1,083 service/provider Distinctive Impressions vendor $858 Aqua Clean vendor $830 Dart Electronics alarm repairs $795 and monitoring Quill office supplies $746 Melco vendor $731 Empower Software vendor $500 CTG vendor $449 IT Authorities Internet/telephone $413 support Culligan water and water $380 cooler equipment Supply Side rental supplies $329 Natur Chem vendor $325 About Crosstown Stor-N-More Self Storage, LLC Bradenton, Florida-based Crosstown Stor-N-More Self Storage, LLC's business consists of a self storage facility, an executive office center, and a car wash in Tampa, Florida. Crosstown Stor-N-More filed for Chapter 11 protection on August 20, 2010 (Bankr. M.D. Fla. Case No. 10-20055). Alberto F. Gomez, Jr., Esq., at Morse & Gomez, PA, 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 in its Chapter 11 petition. CULLEN AGRICULTURAL: To Sell 1,200 Acres of Land for $2.8 Million ----------------------------------------------------------------- On September 23, 2010, Cullen Agricultural Holding Corp. entered into a Sales Contract with Landee Acres, LLC pursuant to which the Company will sell to Landee Acres approximately 1,200 acres of land for approximately $2.8 million. The number of acres being sold represents approximately 39% of the acres of land owned by the Company. Cullen Inc. Holdings Ltd., an entity affiliated with Eric J. Watson, the Company's Chief Executive Officer, holds a mortgage on the land being sold and has agreed to release the Company from said mortgage in order for the Company to consummate the sale. The Company intends to use substantially all of the proceeds from the sale of the land to repay a portion of the existing promissory note held by Cullen Holdings, currently in the amount of $4.1 million. The Agreement provides that the buyer has a 14-day due diligence period to examine the land and may terminate the contract with no penalty to the buyer during this period. It is anticipated that the closing of the purchase will take place on or before October 26, 2010. The Company reported a net loss of $515,267 for the three months ended June 30, 2010, compared to a net loss of $1.1 million for the same period a year ago. The Company's balance sheet at June 30, 2010, showed $8.8 million in total assets, $4.4 million in total liabilities, and stockholders' equity of $4.4 million. A full-text copy of the Company's Form 10-Q for the quarterly period ended June 30, 2010, is available for free at: http://researcharchives.com/t/s?6bc7 About Cullen Agricultural Millen, Ga.-based Cullen Agricultural Holding Corp. was incorporated in Delaware on August 27, 2009. The Company's principal focus is to use its intellectual property in forage and animal sciences to improve agricultural yields. As of June 30, 2010, the Company owned roughly 3,100 acres of agricultural land in the state of Georgia. Until the time where the Company can raise adequate financing to deploy its pasture based dairy and beef business plan, it has begun to utilize its pasture and general farming expertise to conduct various farming activities on the property. These activities include, but are not limited to, the growing of pasture to raise calves, the growing of corn for use as feed and sale to third parties and the grazing of beef cattle on pasture. The Company was formed as a wholly-owned subsidiary of Triplecrown Acquisition Corp., a blank check company. CAT Merger Sub, Inc., a Georgia corporation, was incorporated as the Company's wholly- owned subsidiary on August 31, 2009. The Company was formed in order to allow Triplecrown to complete a business combination with Cullen Agricultural Technologies, Inc., as contemplated by Merger Agreement, dated as of September 4, 2009, as amended, among Triplecrown, the Company, CAT Merger Sub, Cullen Agricultural Technologies and Cullen Inc. Holdings Ltd.. Cullen Agriculural Technologies was formed on June 3, 2009. Cullen Agricultural Technologies' primary operations are conducted through its wholly owned subsidiary Natural Dairy Inc. Cullen Inc. Holdings is an entity controlled by Eric J. Watson, the Company's Chief Executive Officer, Secretary, Chairman of the Board and Treasurer and, prior to the Merger, was the holder of all of the outstanding common stock of Cullen Agricultural Technologies. Pursuant to the Merger, (i) Triplecrown merged with and into the Company with the Company surviving as the new publicly-traded corporation and (ii) Merger Sub merged with and into Cullen Agricultural Technologies with Cullen Agricultural Technologies surviving as a wholly owned subsidiary of the Company. As a result of the Merger, the former security holders of Triplecrown and Cullen Agricultural Technologies became the security holders of the Company. Thus, the Company became a holding company, operating through its wholly-owned subsidiary, Cullen Agritech. The Merger was consummated on October 22, 2009. * * * To date, the Company has not generated any revenue and will not do so until it has sufficient funds to implement its business plan. The Company has been in the process of attempting to obtain land development financing backed by the property it owns and operates to support its working capital needs and implement its business plan. However, due to the recent performance of similar types of farming operations in the Southeast United States, as well as the general economic downturn, financial institutions have been unwilling to lend money backed by such property. As a result, the Company has been unable to obtain the necessary funding to support the implementation of its business plan at this time. On December 9, 2009, a second amended class action complaint, styled Goodman v. Watson, et al., was filed in the Court of Chancery of the State of Delaware against the former directors of Triplecrown. The complaint alleges that the defendants breached their fiduciary duties and their duty of disclosure in connection with the Merger. The plaintiff seeks, as alternative remedies, damages in the amount of approximately $9.74 per share, to have Triplecrown's trust account restored and distributed pro rata to members of the putative class, a quasi-appraisal remedy for members of the putative class, and an opportunity for members of the putative class to exercise conversion rights in connection with the Merger. The defendants filed an answer on December 23, 2009. CYNERGY DATA: Files Liquidating Chapter 11 Plan ----------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Cynergy Data LLC, now known as CD Liquidation Co. Plus LLC, filed a liquidating Chapter 11 plan telling creditors that the remaining assets are insufficient to pay anything aside from lawsuit recoveries to anyone except holders of first-lien debt. A hearing to approve the disclosure statement is set for Nov. 12. The plan is based on a settlement with secured lenders. About Cynergy Data Launched in 1995, Cynergy Data was a merchant credit card processing service provider. The Company and two affiliates -- Cynergy Data Holdings, LLC, and Cynergy Prosperity Plus, LLC -- filed for Chapter 11 bankruptcy protection on September 1, 2009 (Bankr. D. Del. Case No. 09-13038). Cynergy Data said that it had assets of $109.5 million against debts of $186.1 million as of June 30, 2009. The Company's legal advisor is Nixon Peabody LLP; its financial and restructuring advisor is CM&D Management Services LLC; its industry expert is Unicorn Partners, LLC; and its investment bankers are Stifel, Nicolaus & Company and Peter J. Solomon Company. The Company also hired Pepper Hamilton LLP as bankruptcy and restructuring counsel. Charles D. Moore of Conway MacKenzie, Inc., serves as chief restructuring officer. Kurtzman Carson & Consultants LLC serves as claims and notice agent. Cynergy Data filed for Chapter 11 to complete the sale of all of its assets to an affiliate of The ComVest Group. The $81 million sale was completed October 2009. The Debtor was renamed to Liquidation Co. LLC following the sale. DAVID JACK: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: David William Jack 176 South Glen Road Kinnelon, NJ 07405 Bankruptcy Case No.: 10-39762 Chapter 11 Petition Date: September 27, 2010 Court: U.S. Bankruptcy Court District of New Jersey (Newark) Judge: Rosemary Gambardella Debtor's Counsel: David L. Stevens, Esq. SCURA, MEALEY, WIGFIELD & HEYER LLP 1599 Hamburg Turnpike Wayne, NJ 07470 Tel: (973) 696-8391 E-mail: dstevens@scuramealey.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 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/njb10-39762.pdf DAVIS HERITAGE: Case Summary & 11 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Davis Heritage GP Holdings, LLC 20725 S.W. 46th Ave. Newberry, FL 32669 Bankruptcy Case No.: 10-10515 Chapter 11 Petition Date: September 26, 2010 Court: United States Bankruptcy Court Northern District of Florida (Gainesville) Debtor's Counsel: Justin M. Luna, Esq. LATHAM, SHUKER, EDEN & BEAUDINE, LLP P.O. Box 3353 Orlando, FL 32802 Tel: (407) 481-5800 Fax: (407) 481-5801 E-mail: jluna@lseblaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Stefan M. Davis, managing member. Debtor's List of 11 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Inervest Capital, Ltd. Judgment $8,036,519 c/o John F. Hayter 704 NE 1st St. Gainesville, FL32601 Harris Jernigan & Legal fees $67,304 Geno PLLC Beau View 587 Highland colony Pkwy P.O. Box 3380 Ridgeland, MS 39158-3380 Premium Assignment Beau View $57,931 Corporation insurance P.O. Box 3100 Tallahassee, FL32315-3100 Nationwide Insurance Diplomat $19,325 Company insurance Beau View Phase I Developer $7,000 contribution Jennings Service Co. Beau View plumbing $4,200 Mississippi Power Beau View power $3,690 National Const Rentals Biscayne fencing $142 Precision Plumbing Diplomat plumbing $133 Mia Siddali Diplomat cleaning $100 Wachovia-GP Holdings Guarantee of Unknown Commercial Loan forbearance Services DENNEY FARMS: Section 341(a) Meeting Scheduled for Oct. 27 ----------------------------------------------------------- The U.S. Trustee for Region 17 will convene a meeting of Denney Farms' creditors on October 27, 2010, at 9:30 a.m. The meeting will be held at U.S. Federal Building, 280 S 1st Street #130, San Jose, CA 95113. 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. Bradley, California-based Denney Farms, a California Limited Partnership, filed for Chapter 11 bankruptcy protection on September 17, 2010 (Bankr. N.D. Calif. Case No. 10-59704). Paul W. Moncrief, Esq., at Johnson And Moncrief, PLC, assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million. DIDINA RUCK: Case Summary & Largest Unsecured Creditor ------------------------------------------------------ Debtor: Didina Ruck 330 SE 2nd Street, Apartment F-105 Hallandale Beach, Fl 33009 Bankruptcy Case No.: 10-38955 Chapter 11 Petition Date: September 27, 2010 Court: U.S. Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Raymond B. Ray Debtor's Counsel: Joel M. Aresty, Esq. 13499 Biscayne Boulevard, #T-3 No. Miami, FL 33181 Tel: (305) 899-9876 Fax: (305) 723-7893 E-mail: aresty@mac.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Regions Bank Mortgage $364,037 2800 Ponce de Leon, Suite 170 Coral Gables, FL 33134 DOLLAR THRIFTY: Avis to Offer $20MM Breakup Fee If Hertz Pulls Out ------------------------------------------------------------------ Hertz Global Holdings, Inc., said Thursday it will immediately terminate its merger agreement with Dollar Thrifty Automotive Group, taking its offer -- $50 cash per share of Dollar Thrifty stock -- permanently off the table; and end all efforts to acquire Dollar Thrifty, IN THE EVENT Dollar Thrifty stockholders vote "No" on the Hertz-Dollar Thrifty merger agreement on September 30, 2010. Mark P. Frissora, Chairman and Chief Executive Officer, said Hertz will also stop the process of selling Advantage, its deep-value leisure brand, and withdraw its antitrust application from the Federal Trade Commission, if Dollar Thrifty stockholders vote now. Mr. Frissora has told Dollar Thrifty investors, "we arrived at our best and final $50 offer through an open, thoughtful and competitive negotiation and we cannot be held hostage in an open- ended process. We are confident of a stand-alone strategy, accelerating the growth of Advantage and building on 4 straight quarters of U.S. airport revenue growth which significantly outpaces our publicly traded competitors," he concluded. Avis Jumps In Immediately after Hertz's statement, Avis Budget Group, Inc., said it is now prepared to agree to pay a reverse termination fee of $20 million in a merger agreement with Dollar Thrifty. Avis Budget noted it has always said that as long as Hertz had matching rights, Avis Budget would not consider a reverse termination fee. Now that Hertz has in effect eliminated those matching rights, Avis Budget is prepared to offer such fee. If Dollar Thrifty stockholders do not approve the Hertz transaction at the September 30 special meeting: 1. Avis Budget will continue to actively pursue the acquisition of Dollar Thrifty, including commencing an exchange offer at Avis' recent offer price no later than 10 business days after the meeting. Such offer will be subject only to the conditions in the merger agreement previously provided (as adjusted for an exchange offer structure with a minimum tender condition, for modification of credit agreements, and to assure that Hertz honors the commitments made in its statement) and the Dollar Thrifty disclosure schedules previously delivered to Avis. 2. Avis Budget will continue to actively pursue antitrust clearance. Avis Budget has committed to sell assets representing $325 million of revenues (of which not more than $250 million are U.S.), demonstrating its commitment to attaining antitrust approval. 3. Avis Budget will commit to sign the merger agreement previously provided, with an additional provision to assure that Hertz honors the commitments made in its statement. 4. In light of continuing questions related to reverse termination fees, Avis Budget will agree to pay a $20 million reverse termination fee in the merger agreement with Dollar Thrifty. As reported by the Troubled Company Reporter, Dollar Thrifty on Monday said its Board of Directors, in consultation with its financial and legal advisors, has reviewed and considered carefully Avis' revised proposal. Dollar said while the proposal offers its shareholders the potential opportunity to receive greater consideration for their shares than the amount payable under the current terms of Dollar's agreed merger with Hertz, Avis Budget has not demonstrated to Dollar's satisfaction that its proposed transaction can be completed in a timely manner and that it would adequately protect Dollar shareholders in the event that Avis Budget is unable to obtain the required regulatory approvals. "Accordingly, our Board continues to recommend that Dollar Thrifty shareholders vote to approve the Hertz merger at the special shareholder meeting to be held on September 30, 2010." Hertz and Dollar Thrifty executed a definitive merger agreement on April 25, 2010, which agreement was amended on September 10, 2010, under which Hertz will acquire Dollar Thrifty for $43.60 per share in cash, inclusive of a special cash dividend to be paid immediately prior to the transaction closing, and 0.6366 shares of Hertz common stock. The transaction is subject to customary closing conditions, regulatory approvals, approval by Dollar Thrifty shareholders and payment of the special dividend. Hertz's cash-and-stock bid carries a $44.6 million breakup fee. Avis' latest bid is worth about $1.5 billion, though it lacks a breakup fee, something Dollar Thrifty has suggested it wants. The TCR also reported that on Monday, prior to Dollar's statements, Avis said it is prepared to make two concrete proposals: * If the shareholder vote on a Hertz-Dollar Thrifty deal is delayed until December 30, Avis Budget will commit -- even without an agreement with Dollar -- to continue to diligently pursue antitrust clearance for its transaction through the end of the year. The best way to assure that the highest value is provided to Dollar Thrifty shareholders is to hold the shareholder vote on December 30 and let the FTC complete its review and render its findings. If Hertz is confident that its antitrust posture is so much better than Avis', Avis said it does not see why Hertz would have any objection to delaying the shareholder vote. * Alternatively, if Dollar is unable or unwilling to delay the shareholder vote, in the event the Hertz-Dollar Thrifty deal is not approved at the September 30 meeting, Avis will commit to commence an exchange offer at its recent offer price no later than 10 business days after the shareholder meeting. Such offer will be subject only to the terms and conditions in the merger agreement previously provided to Dollar -- as adjusted for an exchange offer structure and to address a technical modification of a credit agreement -- and the Dollar disclosure schedules previously delivered to Avis, and Avis will keep such offer open until the end of the year while Avis continues to pursue antitrust clearance. Dollar is being advised by J.P.Morgan and Goldman, Sachs & Co. and the law firm of Cleary Gottlieb Steen & Hamilton LLP. Citigroup and Morgan Stanley & Co. Incorporated are acting as financial advisors to Avis Budget Group, and Kirkland & Ellis LLP and Arnold & Porter LLP are acting as legal counsel. PAR Capital Resistance The Wall Street Journal's Rolfe Winkler and Gina Chon reported that Paul Reeder, president of Boston hedge fund PAR Capital Management Inc., said he intends to vote against Dollar's merger deal with Hertz. Mr. Reeder said Hertz's cash-and-stock offer undervalues his holdings. PAR Capital holds 2.2 million shares, or about 7.7% of shares outstanding, according to a recent SEC filing. "We intend to vote 'no' because the value of the Hertz offer on the table doesn't fully compensate us for the value of Dollar Thrifty as a going concern," Mr. Reeder told the Journal in an interview. "Nor does it compensate us for synergies that will accrue to the winning bidder." About Dollar Thrifty Dollar Thrifty Automotive Group, Inc., is headquartered in Tulsa, Oklahoma. Driven by the mission "Value Every Time," the Company's brands, Dollar Rent A Car and Thrifty Car Rental, serve value- conscious travelers in over 70 countries. Dollar and Thrifty have over 600 corporate and franchised locations in the United States and Canada, operating in virtually all of the top U.S. and Canadian airport markets. The Company's approximately 6,400 employees are located mainly in North America, but global service capabilities exist through an expanding international franchise network. The Company's balance sheet at June 30, 2010, showed $2.5 billion in total assets and $2.0 billion in total liabilities, for $467.8 million in total stockholders' equity. * * * As reported by the Troubled Company Reporter on August 2, 2010, Standard & Poor's Ratings Services said its ratings on Dollar Thrifty (DTAG; B-/Watch Pos/--) remain on CreditWatch with positive implications. This follows Avis' (B+/Stable/--) July 28, 2010 bid to acquire DTAG. S&P initially placed the ratings on DTAG on CreditWatch with positive implications on April 26, 2010, when the company announced that it had signed a definitive agreement to be acquired by another competitor, Hertz Global Holdings Inc. (B/Watch Pos/--). S&P said the acquisition would result in an increase in market share for either Avis Budget or Hertz in the U.S. There currently are three major on-airport car rental companies: Hertz, Avis (parent of the Avis and Budget brands), and Enterprise Rent-A-Car Co. (parent of the Enterprise, Alamo, and National brands), each with about a 30% market share. DTAG accounts for most of the balance. As reported by the TCR on August 10, 2010, Dominion Bond Rating Service commented that Dollar Thrifty's ratings, including its Issuer Rating of B (high) are unaffected following the Company's announcement of second quarter 2010 earnings results. All ratings remain Under Review Positive, where they were placed on April 28, 2010. DBRS acknowledged DTAG's continued progress in refinancing maturing debt and improved access to the capital markets. During the quarter, DTAG established two new funding facilities totaling $500 million and repaid $200 million of maturing notes. DTAG's next medium term note maturity is $600 million, which will begin to amortize in December 2010. Given the Company's solid liquidity and improved access to the capital markets, DBRS sees these maturities as manageable. In November 2009, S&P raised its corporate credit rating of Dollar Thrifty to 'B-' from 'CCC', in light of the Company's improved operating and financial performance that began in mid-2009. Moody's Investors Service also upgraded Dollar Thrifty's Probability of Default Rating to 'B3' from 'Caa2' and Corporate Family Rating to 'B3' from 'Caa3'. DUBROW, INC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Dubrow, Inc. t/a Prestige Graphics 2410 Iorio Court Union, NJ 07083 Bankruptcy Case No.: 10-39674 Chapter 11 Petition Date: September 27, 2010 Court: U.S. Bankruptcy Court District of New Jersey (Newark) Judge: Rosemary Gambardella Debtor's Counsel: Nancy Isaacson, Esq. GREENBAUM, ROWE, SMITH & DAVIS, LLP 75 Livingston Avenue Roseland, NJ 07068 Tel: (973) 535-1600 E-mail: nisaacson@greenbaumlaw.com 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/njb10-39674.pdf The petition was signed by Ronald Dubrow, vice president. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Dubrow, Inc. dba Prestige Graphics 10-37465 09/03/10 EDRA BLIXSETH: Court Denies WCP's Non-Dischargeability Plea ----------------------------------------------------------- In Western Capital Partners, LLC, v. Edra D. Blixseth, Adv. Proc. No. 09-00100 (Bankr. D. Mont., September 27, 2010), the Hon. Ralph B. Kirscher denies Plaintiff's Motion for Summary Judgment to Determine the Non-Dischargeability of a Debt. The Court cannot determine beyond a reasonable doubt that the Debtor made any statements, whether oral or in writing, with the intent to deceive WCP. The Court similarly cannot conclude that WCP relied on statements made by the Debtor. Finally, WCP has not shown that any of its alleged damages were the proximate result of statements made by the Debtor. WCP has simply failed to satisfy its burden of proof at this stage of the litigation. The Court also notes the Debtor asserts that WCP has received payments in excess of $41 million toward the parties' $13 million Loan Agreement. Under such scenario, WCP may already be fully compensated, thus putting WCP's damages at zero, the Court says. A copy of the Court's memorandum of decision is available at: http://www.leagle.com/unsecure/page.htm?shortname=inbco20100927445 Edra D. Blixseth owns the Porcupine Creek Golf Club in Rancho Mirage and the Yellowstone Club in Montana. Ms. Blixseth filed for Chapter 11 bankruptcy protection on March 26, 2009 (Bankr. D. Mont. Case No. 09-60452). Gary S. Deschenes, Esq., at Deschenes & Sullivan Law Offices assists Ms. Blixseth in her restructuring efforts. The Debtor listed $100 million to $500 million in assets and $500 million to $1 billion in debts. In June 2009, the Hon. Ralph B. Kirscher converted Ms. Blixseth's Chapter 11 reorganization case to a Chapter 7 liquidation proceeding. EMCORE CORPORATION: Gets Notification of Deficiency From NASDAQ --------------------------------------------------------------- Emcore Corporation disclosed that on September 23, 2010, it received a notification from the NASDAQ Stock Market indicating that the minimum bid price of the Company's common stock has been below $1.00 per share for 30 consecutive business days and as a result, the Company is not in compliance with the minimum bid price requirement for continued listing set forth in NASDAQ Listing Rule 5450(a)(1). The NASDAQ notice has no immediate effect on the listing or trading of the Company's common stock. Under NASDAQ Listing Rule 5810(c)(3)(A), the Company has a grace period of 180 calendar days, or until March 22, 2011, in which to regain compliance with the minimum bid price rule. To regain compliance, the closing bid price of the Company's common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this 180-day grace period. If the Company does not regain compliance before March 22, 2011, the NASDAQ stated that it will provide the Company with written notice that its securities are subject to delisting. At that time, the Company may appeal the NASDAQ's determination to a NASDAQ Listing Qualifications Panel, which would stay any further delisting action by the NASDAQ pending a final decision by the panel. Alternatively, the Company may be eligible for an additional grace period if it meets the initial listing standards, with the exception of bid price, for the NASDAQ Capital Market, and the Company successfully applies for a transfer of its securities to that market. Such a transfer would provide the Company with an additional 180 calendar day period to regain compliance with the minimum bid requirement. The Company actively monitors the price of its common stock and will consider available options, including, but not limited to, a reverse stock split, to regain compliance with the continued listing standards of the NASDAQ. About EMCORE Corporation EMCORE Corporation -- http://www.emcore.com/-- is a leading provider of compound semiconductor-based components, subsystems and systems for the fiber optics and solar power markets. EMCORE's Photonic Systems segment is the leading developer and manufacturer of fiber-optic systems and components for a wide range of commercial and military applications including microwave fiber-optic signal transmission and processing, satellite earth- stations, fiber-optic gyroscopes, and terahertz sensing. EMCORE's Fiber Optics segment offers optical components, subsystems and systems that enable the transmission of video, voice and data over high-capacity fiber optic cables for high-speed data and telecommunications, cable television (CATV) and fiber-to-the- premises (FTTP) networks. EMCORE's Solar Power segment provides solar products for satellite and terrestrial applications. EMPIRE RESORTS: Ralph Bernstein Resigns as Director --------------------------------------------------- Ralph J. Bernstein resigned on Sept. 26, 2010, as a Class I Director of the Board of Directors of Empire Resorts, Inc. effective immediately. The Company said it is not aware of any disagreements relating to the Company's operations, policies or practices relating to Mr. Bernstein's resignation. About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. The Company's balance sheet at June 30, 2010, showed $85.95 million in total assets, $73.60 million in total liabilities, and $12.35 million in stockholders' equity. Auditor Friedman LLP, in New York, after auditing the Company's 2009 results, said Empire Resorts' ability to continue as a going concern depends on the Company's ability to fulfill its obligations with respect to its $65 million of 5-1/2% senior convertible notes. Friedman also noted of the Company's continuing net losses and negative cash flows from operating activities. FACTORY 2-U: Employee Not Eligible for FMLA Protections ------------------------------------------------------- When is a new employer a "successor in interest" to a former employer under the Family and Medical Leave Act of 1993, 29 U.S.C. Secs. 2601-2654? The answer matters because an employee is not eligible for the protections of the FMLA until he or she has worked for a particular employer for at least 12 months, and the term "employer" "includes . . . any successor in interest of an employer." 29 U.S.C. Sec. 2611(4)(A)(ii). Circuit Judges Stephen Reinhardt, Susan P. Graber, and Richard A. Paez of the United States Court of Appeals for the Ninth Circuit adopt the persuasive reasoning of Grace v. USCAR, 521 F.3d 655 (6th Cir. 2008), and apply the regulations promulgated by the United States Department of Labor at 29 C.F.R. Sec. 825.107. The Ninth Circuit concludes that Plaintiff Christina Sullivan is not entitled to FMLA benefits because her new employer, Defendant Dollar Tree Stores, Inc., for whom she worked for less than 12 months, is not a successor in interest of her former employer, Factory 2-U. The Ninth Circuit affirms the summary judgment in Dollar Tree's favor. Judge Graber wrote the opinion. Factory 2-U was a retail store that sold discount clothing. At its height, Factory 2-U operated more than 200 stores in the western United States and employed more than 4,000 people. Seven stores were located in the Tri-Cities area of southeastern Washington (Kennewick, Richland, and Pasco), and each of those stores had about 30 employees. Ms. Sullivan was the full-time Store Manager of the Pasco Factory 2-U store. By 2004, however, Factory 2-U had filed for Chapter 11 bankruptcy. In September 2004, the bankruptcy court approved the sale of Factory 2-U's existing leasehold on the Pasco store -- and 39 other store leaseholds -- to Dollar Tree. Apart from the leaseholds, Dollar Tree purchased no other assets of Factory 2-U. Others purchased the remainder of Factory 2-U's assets. At the end of September 2004, the Factory 2-U store in Pasco closed its doors. Dollar Tree opened for business at the Pasco location four weeks later. The case is Christina Sullivan, v. Dollar Tree Stores, Inc., case no. 08-35413 (9th Cir., September 27, 2010). A copy of the Ninth Circuit's opinion is available at: http://www.leagle.com/unsecure/page.htm?shortname=infco20100927093 Ms. Sullivan is represented by: Janet E. Taylor, Esq. TAYLOR GALLOWAY, PLLC Richland, Washington Dollar Tree is represented by: Leslie R. Weatherhead, Esq. WITHERSPOON, KELLEY, DAVENPORT & TOOLE, PS 422 W. Riverside Avenue, Suite 1100 Spokane, WA 99201-0300 Tel: (509) 624-5265 Fax: (509) 458-2717 Headquartered in San Diego, California, Factory 2-U Stores, Inc., -- http://www.factory2-u.com/-- operated a chain of off-price retail apparel and housewares stores in 10 states, mostly in the western and southwestern US. The stores sold branded casual apparel for the family, as well as selected domestics, footwear, and toys and household merchandise. The Company filed for chapter 11 protection on January 13, 2004 (Bankr. Del. Case No. 04-10111). The Debtor disclosed $136,485,000 in total assets and $73,536,000 in total debts as of the petition date. M. Blake Cleary, Esq., and Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, were tapped as the Debtor's bankruptcy counsel. The Court converted the Debtors' case into a chapter 7 proceeding on Jan. 27, 2005, and appointed Jeoffrey L. Burtch as trustee. The Court appointed Jeoffrey L. Burtch as the Chapter 7 Trustee. Adam Singer, Esq., at Cooch and Taylor represented the Chapter 7 Trustee. FEEL GOLF: Posts $4.3 Million Net Loss in June 30 Quarter --------------------------------------------------------- Feel Golf Co., Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $4.26 million on $149,738 of revenue for the three months ended June 30, 2010, compared with a net loss of $241,946 on $183,092 of revenue for the same period of 2009. The Company has an accumulated deficit of $10.85 million at of June 30, 2010. For the three months ended June 30, 2010, operating expenses increased by $3.84 million, or 1,071%. Stock and options issued to employees and consultants valued under ASC 805, totaled $3.92 million as compared to $204,807 in 2009. Absent of these one-time, non-cash expenses the Company's operating expense for the three months ended June 30, 2010, and 2009, would have been $275,417 and $153,760 or a $121,657 (79%) increase from 2009. The Company's balance sheet as of June 30, 2010, showed $3.27 million in total assets, $1.23 million in total liabilities, and stockholders' equity of $2.03 million. As reported in the Troubled Company Reporter on April 21, 2010, Farber Hass Hurley LLP, in Camarilo, Calif., 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 significant losses in 2009 and 2008 and has an accumulated deficit of $6.39 million as of December 31, 2009. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?6bc8 Salinas, Calif.-based Feel Golf Co., Inc. produces golf clubs and golf grips. The Company's primary business and marketing plans are focused on its golf grips and wedges. FOUR RIVERS: Posts $574,300 Net Loss in July 31 Quarter ------------------------------------------------------- Four Rivers Bioenergy Inc. filed its quarterly report on Form 10-Q, reporting a net loss of $574,288 for the three months ended July 31, 2010, compared with a net loss of $3.7 million for the three months ended July 31, 2009. In the three and nine month periods ended July 31, 2009, the Company recorded revenues of $1.6 million for each period. No sales arose in the three month and nine month periods ended July 31, 2010, since testing and commissions had been completed and the Plant was being held in a period of readiness while the Company completed its detailed plans for expansion of the Plant into the proposed Integrated BioEnergy Plant and prepared the site and the Plant in anticipation of this expansion and also commenced the process of raising finance to complete the project and provide working capital. The Company has an accumulated deficit of $22.8 million at July 31, 2010. The limited revenues that it has recorded were only for a relatively short period in 2009 while it was testing and commissioning the Plant on a trial basis. The Company's balance sheet at July 31, 2010, showed $10.0 million in total assets, $2.9 million in total liabilities, and stockholders' equity of $7.1 million. RBSM LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern, following its results for the fiscal year ended October 31, 2009. The independent auditors noted that the Company has suffered recurring losses and is experiencing difficulty in generating sufficient cash flow to meet its obligations and sustain its operations. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?6bcb About Four Rivers Four Rivers Bioenergy Inc. (OTC BB: FRBE) -- http://www.riv4ers.com/-- was incorporated under the name Med-Tech Solutions, Inc. in the State of Nevada on May 28, 2004, and on January 25, 2008, the Company changed its name to Four Rivers BioEnergy Inc. The Company is based in London, the United Kingdom. The Company's objective is to build a network of logistically and technologically differentiated, profitable BioEnergy plants on an international basis. The Company intends to achieve this objective through acquisition, expansion, improvement, and consolidation of component assets, businesses and technologies to create a new generation of Integrated BioEnergy plants; where the entire business cycle from (a) waste and renewable feedstock procurement and processing, through (b) a biofuels processing plant to (c) creating and selling fuel/feed off-take and then, as appropriate, (d) to energy generation and sale. To this end, during the year ended October 31, 2009, the Company made two asset acquisitions. One of these asset purchases was an existing biofuel processing plant located on a 45 acre industrial site located in the North East of England, which is ideally situated, within 2 miles of a deep sea port, for transportation and shipping. The Company's second asset acquisition was of a technology known as "Spinning Tube in a Tube" ("STT") which significantly improves the efficiency of certain biofuels processes. FULTON HOMES: Creditors Set to Vote on Two Rival Chapter 11 Plans ----------------------------------------------------------------- J. Craig Anderson at The Arizona Republic reports that creditors of Fulton Homes will be presented at least two competing plans of reorganization from the Company and a lender group comprised of BofA, JPMorgan Chase Bank, Compass Bank, Wells Fargo, and Fulton founder Ira Fulton. Neither plan would require liquidation of the company nor have a negative effect on holders of the Company home warranties, according to the report. The Arizona Republic reports relates that the fundamental difference between the bank group's plan and management are: * Under the lenders' plan, the builder would have three years to repay its current debt, estimated at $184 million to $194 million, plus whatever interest accrued during the repayment period. The Fulton Homes plan would give the company six years to repay its debt. * the amount of a lump-sum payment to be made to creditors immediately upon court approval of the prevailing plan. The lenders propose an advance payment of $50 million, while the builder's plan would require $30 million to $35 million in advance. Fulton Homes currently has cash reserves of about $80 million. * the interest rate that would accrue during the repayment period. The rate proposed by Fulton Homes would top out at slightly above 7 percent, based on the current prime interest rate, while the lender-proposed interest rate would go as high as 9 percent. * Vendors to the builder with outstanding accounts receivable also would be treated differently, depending on which plan prevails. The lenders' plan would have them paid in full immediately, while the Fulton Homes proposal would pay them 60 percent immediately and the remainder in installments over a two-year period. * An unsecured, $25 million debt owed to Fulton by his company could not be repaid until after all other creditors had been paid in full, under the lender plan. * The homebuilder's plan immediately would exchange founder Fulton's debt for additional private shares in the company, subject to the court's approval. Mr. Anderson says, a federal court could rule for the liquidation of the Company if creditors or the court rejected both plans. Fulton Homes Corporation -- http://www.fultonhomes.com/-- is a Tempe, Arizona-based homebuilder. The Company filed for Chapter 11 protection on January 27, 2009 (Bankr. D. Ariz. Case No. 09- 01298). Mark W. Roth, Esq., at Shughart Thomson & Kilroy PC, represents the Debtor in its restructuring efforts. The Debtor estimated assets and debts between $100 million and $500 million in its Chapter 11 petition. GARLOCK SEALING: Committee Wins Nod for Katten Muchin as Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors for Garlock Sealing Technologies LLC won permission from the U.S. Bankruptcy Court for the Western District of North Carolina to retain Katten Muchin Rosenman LLP as its counsel. As the Creditors Committee's counsel, Katten Muchin will: (a) provide the Committee legal advice with respect to its powers and duties in the Debtors' Chapter 11 cases; (b) take all necessary action on behalf of the Creditors Committee to protect and preserve the collective interests of the unsecured creditors in the Debtors' estates; (c) prepare and file on behalf of the Creditors Committee all applications, answers, orders, reports, motions and notices in the Debtors' Chapter 11 cases; (d) appear before the Court, and other courts as may be appropriate, to represent the interests of the Creditors Committee in matters that require representation and to represent and assist the Committee in negotiations with other parties-in-interests in the Debtors' Chapter 11 cases; and (f) perform other legal services for the Creditors Committee as may be necessary in the Debtors' bankruptcy cases. The Debtors will pay Katten Muchin's professionals according to their customary hourly rates: Title Rate per Hour ----- ------------- Partner $405 to $540 Associates $220 to $365 Counsel & Special Staff $465 Of Counsel $525 to $540 Paralegals $105 to $215 Deborah L. Fletcher, a partner at Katten Muchin, will be the lead attorney to the Creditors Committee. Ms. Fletcher's billable rate is $450 per hour. The Debtors will reimburse Katten Muchin for expenses incurred. Ms. Fletcher -- deborah.fletcher@kattenlaw.com -- discloses that Katten Muchin represents Bank of America and certain of its affiliates in matters wholly unrelated to the Debtors and their bankruptcy cases. Katten also represents Cleaver Brooks, Inc., Scapa Dryer Fabrics, Inc., and certain affiliates of Scapa Group, Inc., in North Carolina asbestos litigation, which are pending before the U.S. District Court for the Eastern District of Pennsylvania. Neither Cleaver Brooks, Inc., Scapa Dryer Fabrics, Inc., and certain affiliates of Scapa Group, Inc., assert any claims against the Debtors, she says. Despite those disclosures, Ms. Fletcher asserts that Katten Muchin is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Garlock Sealing Headquartered in Palmyra, NY, Garlock Sealing Technologies LLC is an EnPro Industries, Inc. company (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. The filing covers only Garlock operations in Palmyra, New York and Houston, Texas. Garlock Rubber Technologies, Garlock Helicoflex, Pikotek, Technetics, Garlock Europe and Garlock operations in Canada, Mexico or Australia are not affected by the filing, nor is EnPro Industries or any other EnPro operating subsidiary. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in its Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for Asbestos matters. Bankruptcy Creditors' Service, Inc., publishes Garlock Sealing Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Garlock Sealing Technologies LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GARLOCK SEALING: Future Claims Rep. Proposes Grier as Co-Counsel ---------------------------------------------------------------- Joseph W. Grier, III, the Court-appointed legal representative for future asbestos claimants, seeks the Court's authority to retain Grier Furr & Crisp, PA, as his co-counsel. As the FCR's co-counsel, Grier Furr will: (a) advise and consult with respect to the FCR's powers and duties; (b) prepare and file on behalf of the FCR all necessary applications, motions, answers, objections, responses, reports and other legal papers in connection with the Debtors' Chapter 11 cases as authorized by the FCR; (c) appear on behalf of and represent the FCR in these Chapter 11 cases at hearings, and other meetings and proceedings, as appropriate; (d) advise, assist and represent the FCR regarding all aspects of any Chapter 11 plan and any plan confirmation process; (e) represent and advise the FCR with respect to any contested matter, adversary proceeding, lawsuit or other proceeding in which the FCR may become a party or otherwise appear in connection with the Debtors' Chapter 11 cases; and (f) provide legal advice and perform legal services with respect to other issues relating to those legal services and as may be appropriate in connection with the Debtors' Chapter 11 cases. Grier Furr's professionals will be paid according to their customary hourly rates: Title Rate per Hour ----- ------------- Partner $425 to $295 Associates $295 to $175 Paraprofessionals $140 Grier Furr professionals likely to work on this matter are: Name Title Rate per Hour ---- ----- ------------- Joseph W. Grier, III Member $425 A. Cotten Wright Member $310 Anna S. Gorman Staff Attorney $295 Kay Buffaloe Paralegal $140 Grier Furr will also be reimbursed for expenses incurred. A. Cotten Wright, Esq., at Grier Furr & Crisp, PA -- cwright@grierlaw.com -- relates that Mr. Grier serves as the court-appointed receiver In re State of North Carolina ex rel. Roy Cooper, Attorney General vs. Peerless Real Estate Services, Inc., et al, 07-CVS-009006, Wake County, North Carolina, Superior Court. Rayburn, Cooper & Durham, P.A. represents Mr. Grier in that case. Although Rayburn Cooper also represents the Debtors in these Chapter 11 cases, no connection exists between the Debtors' Chapter 11 cases and the civil action, she says. Ms. Wright adds that Grier Furr appeared as local counsel for Natalie Ramsey, Esq., of Montgomery, McCracken, Walker & Rhoads, LLP, in representing two law firms whose personal injury clients were appointed to the Official Committee of Unsecured Creditors. This brief representation was limited to appearing at two hearings, Ms. Wright relates. Ms. Wright assures the Court that Grier Furr is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. At the FCR's behest, the Court shortened the notice period with respect to the FCR's Application so that a hearing will be held on September 30, 2010. Objections are due September 29. About Garlock Sealing Headquartered in Palmyra, NY, Garlock Sealing Technologies LLC is an EnPro Industries, Inc. company (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. The filing covers only Garlock operations in Palmyra, New York and Houston, Texas. Garlock Rubber Technologies, Garlock Helicoflex, Pikotek, Technetics, Garlock Europe and Garlock operations in Canada, Mexico or Australia are not affected by the filing, nor is EnPro Industries or any other EnPro operating subsidiary. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in its Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for Asbestos matters. Bankruptcy Creditors' Service, Inc., publishes Garlock Sealing Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Garlock Sealing Technologies LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GARLOCK SEALING: Future Claims Rep. Proposes Orrick as Counsel -------------------------------------------------------------- Joseph W. Wrier, III, the Court-appointed legal representative for future asbestos claimants, seeks the Court's permission to retain Orrick, Herrington & Sutcliffe LLP as his counsel, effective as of September 16, 2010. As the FCR's counsel, Orrick will: (a) provide legal advice and representation with respect to the FCR's powers and duties on any matters which may arise in connection with the Debtors' Chapter 11 cases; (b) prepare and file on behalf of the FCR all applications, motions, responses, objections and other pleadings in these Chapter 11 cases as may be necessary and as the FCR authorizes; (c) appear on behalf and represent the FCR at hearings, proceedings before the Court and meetings and other proceedings in the Debtors' Chapter 11 cases, as appropriate; (d) represent and advise the FCR with respect to any contested matter, adversary proceeding, lawsuit or other proceeding in which the FCR may become a party or otherwise appear in connection with these Chapter 11 cases; (e) represent and advise the FCR with respect to any plan or plans of reorganization proposed in the Debtors' Chapter 11 cases; and (f) perform all other necessary legal services which the Court authorizes as may be appropriate in connection with the Debtors' Chapter 11 cases. The Debtors will pay Orrick's professionals according to their customary hourly rates: Title Rate per Hour ----- ------------- Partners $675 to $995 Senior lawyers $330 to $570 Associates $95 to $420 Specific professionals that will be engaged in this matter are: Name Title Rate per Hour ---- ----- ------------- Richard H. Wyron Partner $850 Jonathan P. Guy Partner $810 Debra L. Felder Senior Associate $640 James Burke Associate $445 Debra O. Fullem Senior Legal Asst. $265 Orrick will also be reimbursed for expenses incurred. Jonathan P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP -- jguy@orrick.com -- discloses that his firm represents or represented certain parties in matters unrelated to the Debtors' Chapter 11 cases, a schedule of which is available for free at http://bankrupt.com/misc/Garlock_OrrickClients.pdf In addition, Mr. Guy notes that Orrick represents David T. Austern, the future claimants' representative in W.R. Grace & Co.'s Chapter 11 case and is a co-proponent of a joint plan to which Garlock Sealing Technologies LLC has objected. Mr. Guy notes that the Court presiding over the Grace case has indicated, in connection with another asbestos-related bankruptcy matter, that Garlock's objection in that case now is moot since Garlock is no longer subject to lawsuit in the tort system. Mr. Guy, however, relates that Orrick does not represent any asbestos claimants in connection with the Debtors' Chapter 11 cases. He maintains that Orrick is a "disinterested person" as the term is defined under Section 101(14) of the Bankruptcy Code. At the FCR's behest, the Court shortened the notice period with respect to the FCR's Application so that a hearing will be held on September 30, 2010. Objections are due September 29. About Garlock Sealing Headquartered in Palmyra, NY, Garlock Sealing Technologies LLC is an EnPro Industries, Inc. company (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. The filing covers only Garlock operations in Palmyra, New York and Houston, Texas. Garlock Rubber Technologies, Garlock Helicoflex, Pikotek, Technetics, Garlock Europe and Garlock operations in Canada, Mexico or Australia are not affected by the filing, nor is EnPro Industries or any other EnPro operating subsidiary. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in its Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for Asbestos matters. Bankruptcy Creditors' Service, Inc., publishes Garlock Sealing Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Garlock Sealing Technologies LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GARY WASHINGTON: Judge Duncan Dismisses Chapter 11 Case ------------------------------------------------------- The Hon. David R. Duncan dismisses the chapter 11 cases of Gary and Michele Washington, at the behest of the United States Trustee. Although the Debtors own several rental properties, these properties are heavily encumbered, most with two mortgages, and are worth less than the debt encumbering the property. As a result, Chapter 7 liquidation would likely produce little to no benefit to creditors and the estate. The Court finds that it is in the best interest of Debtors' creditors and estate to dismiss Debtors' chapter 11 case. A copy of the dismissal order dated September 27, 2010, is available at: http://www.leagle.com/unsecure/page.htm?shortname=inbco20100927427 Gary A. Washington and Michele A. Washington own interests in several businesses, including Carolina Procurement Institute, Inc., and Carolina Encouragement Center, a non-profit corporation. The Debtors also own and manage a number of residential and commercial rental properties. The Washingtons filed a voluntary petition for chapter 11 relief (Bankr. D. S.C. Case No. 09-08248) on November 2, 2009. The Debtors filed a chapter 11 plan and disclosure statement on April 30, 2010, and several creditors objected to the Debtors' plan. Approval of the disclosure statement was denied August 3, 2010. The Debtors filed an amended plan and disclosure statement on September 13, 2010, shortly before the hearing on the U.S. Trustee's Motion. At the time of the September 14 hearing, the Debtors were current with monthly operating report filings and quarterly fee payments. GENERAL MOTORS: A&M to Administer Anonymity Protocol ---------------------------------------------------- The Official Committee of Unsecured Creditors Holding Asbestos- Related Claims in GM's Chapter 11 cases, on September 14, 2010, notified the Court that concerned parties have engaged in negotiations over the terms of an anonymity protocol for discovery but that the Official Committee of Unsecured Creditors has "unreasonably" refused to agree to the terms of the proposed anonymity protocol. Judge Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York authorized the Creditors Committee to serve subpoenas pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure, compelling the production of documents by: (i) the Delaware Claims Processing Facility and Claims Resolution Management Corporation for certain trusts created pursuant to Section 524(g) of the Bankruptcy Code; and (ii) General Motors LLC or New GM and the Debtors. The Claims Processing Facilities are with respect to Armstrong World Industries Asbestos Personal Injury Settlement Trust, Babcock & Wilcox Company Asbestos Personal Injury Settlement Trust, Celotex Asbestos Settlement Trust, DII Industries, LLC Asbestos PI Trust, Owens Corning Fibreboard Asbestos Personal Injury Trust-FB Subfund, Owens Corning Fibreboard Asbestos Personal Injury Trust-OC Subfund, United States Gypsum Asbestos Personal Injury Settlement Trust and Manville Personal Injury Settlement Trust. The Asbestos Committee related that, under the express provisions of the Court's UCC 2004 Order, the panel may not serve the subpoenas in question until the Court resolves certain issues, including terms of an anonymity protocol. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in Washington, D.C., on behalf of the Asbestos Committee, said that the panel has contacted the firm Alvarez & Marsal, who is willing and able to serve as the third-party neutral to administer the Anonymity Protocol. Mr. Inselbuch related that the data on thousands of individual claimants that the asbestos trusts may produce is highly sensitive information to which co-defendants in the tort system -- and their experts like Bates White -- would not ordinarily have unfettered access. The Asbestos Committee has suggested two viable methods by which the individual claims data produced by the Trusts could be rendered anonymous, providing protection to those individual claimants against misuse of the information. None of them, Mr. Inselbuch maintained, would meaningfully add to the cost of the Debtors' proceedings. The Debtors, however, refuted Mr. Inselbuch's assertion that the proposed options for the Anonymity Protocol would not "meaningfully add to the cost of the Debtors' proceedings." The Debtors asserted that minimum costs associated with the proposed protocol will be between $150,000 and $225,000, just for the neutral third-party to administer the Anonymity Protocol. Moreover, the Debtors said, if the experience in reaching agreement among counsel with respect to the terms of the confidentiality agreement and proposed order submitted in respect of the Creditors' Committee's 2004 motion is any guide, the legal fees that will be incurred at the Debtors' expense to establish the Anonymity Protocol will no doubt approach the same range. The Creditors' Committee also disputed the facts stated in the Asbestos Committee letter. Instead, having recognized that an anonymity protocol would not serve any substantial purpose, the Creditors' Committee asked the Court to adhere to the customary and long-established practice of presuming that the parties will honor their express obligations under a confidentiality order. The Armstrong World Industries Inc. Asbestos Personal Injury Settlement Trust; the Celotex Asbestos Settlement Trust; the Babcock & Wilcox Company Asbestos Personal Injury Settlement Trust; the Owens Corning/Fibreboard Asbestos Personal Injury Trust; the DII Industries LLC Asbestos PI Trust; the United States Gypsum Asbestos Personal Injury Settlement Trust; and the Delaware Claims Processing Facility told Judge Gerber that they are open to a dialogue regarding which particular data fields are necessary to the parties' estimation analysis and which data fields could be redacted or removed by the neutral in the interests of anonymity. 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) GENERAL MOTORS: Court OKs SPA & BMW Pact Assignment --------------------------------------------------- U.S. Bankruptcy Judge Robert Gerber approved the stock purchase agreement entered into between Motors Liquidation Company and General Motors Automotive Holdings, S.L., for the sale of all the outstanding shares of common stock of General Motors Strasburg SAS. The Bankruptcy Court also authorized the Debtors to assign their manufacturing contract with Bayerische Motoren Werke Aktiengesellschaft to GM Automotive Holdings. The Court held that the aggregate consideration to be received by MLC under the SPA is fair and reasonable; constitutes the highest and best offer for the Transferred Stock; constitutes reasonably equivalent value and fair consideration for the Transferred Stock; and will provide for a better recovery and outcome for MLC's estate than would be provided by any other available alternative, including the offer from Punch Corporation. The Court noted that a reasonable opportunity to object and be heard with respect to the Sale Motion has been afforded to all interested persons and entities, including (i) all entities known by the Debtors to have asserted any lien, claim, interest, or encumbrance in or on the Transferred Stock, (ii) all parties who were contacted by Merrill Lynch & Co. during the Sale Process, (iii) the attorneys for BMW, (iv) the attorneys for the Purchaser, and (v) parties-in-interest entitled to receive notice. 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) GENERAL MOTORS: Old GM Gets Plan Exclusivity Until March 29 ----------------------------------------------------------- Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern District of New York extends the exclusive period of Motors Liquidation Co. and its debtor affiliates to solicit acceptances of their Plan of Reorganization through March 29, 2011. Judge Gerber granted the Debtors' request for a four month extension of the Exclusive Plan Solicitation Period upon consideration of the Debtors' assertions that they need sufficient time to obtain Court approval of the Disclosure Statement explaining the Plan and accomplish the solicitation of acceptances for the Plan. The previously Court-approved deadline of the Debtors' Exclusive Solicitation Period was November 29, 2010. The adequacy of the Plan outline as described in the Disclosure Statement is set to be considered by the Court at a hearing scheduled for October 21, 2010. The Debtors seek that a hearing on the confirmation of the Plan be set about 60 days after the Disclosure Statement hearing. In explaining the requested extension, Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York, pointed out that in the 15 months the Debtors are in bankruptcy, they have, among other things: * completed the sale of substantially all of their assets to New GM pursuant to the 363 Transaction that resulted in substantial recoveries to the estates and preservation of employment for approximately 235,000 employees worldwide, including 91,000 domestic employees, after a three-day trial; * responded to several appeals of the order approving the 363 Transaction and continue to respond to others; * been addressing the orderly liquidation and wind-down of the Debtors' remaining assets and properties. In relation to this development, the Debtors retained a number of professionals to assist in the administration of their estates, including the professionals at AP Services, who have taken the lead in compiling information related to the Debtors' remaining assets and administering the Debtors' estates, local and foreign counsel, as well as accounting professionals and environmental consultants; * analyzed their remaining physical assets and the assets and obligations of their numerous remaining subsidiaries to determine the most appropriate means of liquidating or otherwise disposing of them; * analyzed more than 900,000 contracts with more than 65,000 vendors in connection with the assumption and assignment to New GM of approximately 671,000 executory contracts, and has filed 12 omnibus motions as well as other motions to reject approximately 1,100 executory contracts and unexpired leases of non-residential real property; * established global procedures for asset sales concerning certain de minimis assets, which have generated net proceeds of approximately $8.8 million, and (i) sold a motor vehicle assembly plant located at 801 Boxwood Road, in Wilmington, Delaware, to Fisker Automotive, Inc, and (ii) will shortly consummate the sale of their equity interest in General Motors Strasbourg S.A.S. to General Motors Automotive Holdings, S.L., a wholly owned subsidiary of New GM; * substantially analyzed more than 70,000 proofs of claim, aggregating approximately $274 billion, and achieved reductions in claims through (i) objections prosecuted in the Bankruptcy Court, (ii) caps voluntarily imposed under the ADR Procedures, and (iii) out-of-court settlements totaling approximately $152.5 billion; * filed 84 omnibus claims objections with respect to 21,342 claims, which resulted in the expungement of more than $24.787 billion of claims against the Debtors' estates and the reclassification of more than 438 claims that improperly asserted either secured, administrative, and/or priority claims. Most recently, the Debtors have filed 37 omnibus claims objections, affecting approximately 18,000 claims filed by certain beneficial bondholders which, if successful, will result in the additional expungement of more than $753,905,738 in claims; * negotiated settlements with certain equipment lessor resulting in modifications to lease agreements and assumption and assignment to New GM of those modified leases, resulting in the reduction or elimination of hundreds of millions of dollars in potential rejection damages; * established the Alternative Dispute Resolution Procedures for reconciliation of unliquidated and litigation claims and have already designated over 127 matters under the ADR Procedures; * assessed the costs associated with the remediation of owned properties and have reached a consensus with the numerous federal and state agencies involved which has been instrumental to and an integral part of the Debtors' Plan; * held intense discussions with various parties-in-interest regarding the formulation of a Chapter 11 plan; and * responded to countless inquiries related to the status of these cases and specific contract counterparty demands; and * filed a Chapter 11 Plan, which will implement the consensual resolution of their environmental liabilities, which was the prerequisite to the filing of any confirmable plan and the commencement of distributions to holders of allowed claims. 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) GENERAL MOTORS: Old GM Wins Nod to Vote on New GM Charter --------------------------------------------------------- As a result of the sale of substantially all of the assets of Motors Liquidation Company and its debtor affiliates to General Motors Company, the Debtors are significant stockholders of New GM. New GM is soliciting support for an amendment to its Amended and Restated Certificate of Incorporation in an attempt to preserve certain tax benefits, which are of substantial value to its operations. Accordingly, Old GM sought and obtained approval of to exercise its stock powers to vote its shares in favor of an amendment to the Charter of New GM. Joseph Smolinsky, Esq., at Weil, Gotshal & Manges LLP, in New York, relates that because of the structure of the 363 Asset Sale Transaction, New GM has succeeded to the net operating losses and other tax attributes previously held by MLC. Those Tax Benefits are believed to aggregate approximately $42 billion as of December 31, 2009. Mr. Smolinsky elaborates that the Charter Amendment is designed to reduce the risk of an ownership change with respect to New GM that would limit New GM's ability to utilize its Tax Benefits. New GM's Tax Benefits, he says, are valuable assets because the Internal Revenue Code of 1986, as amended, generally permits corporations to carry over their losses and tax credits to offset future income, thereby reducing tax liability in future periods. The Tax Benefits, Mr. Smolinsky points out, could potentially allow New GM to significantly reduce future U.S. federal income tax liability, depending on its future operating results. Moreover, it is the Debtors' understanding that New GM's underwriter has determined that the trade restrictions to be imposed under the Charter Amendment, in general, are expected by the market and that the intended savings from the Tax Benefits could substantially enhance New GM's cash position and therefore enhance the equity value of New GM for the benefit of MLC and other shareholders of New GM, Mr. Smolinsky tells the Court. The ability of New GM to use the Tax Benefits to reduce future tax liability is subject to certain statutory limitations, Mr. Smolinsky notes. Sections 382 and 383 of the Tax Code limit a corporation's use of its net operating losses, tax credits, and certain other tax attributes to offset future income or tax after the corporation experiences an "ownership change." For purposes of Section 382, an ownership change generally occurs when the percentage of a corporation's equity held by one or more "5- percent shareholders" increases by more than 50 percentage points over the lowest percentage of stock owned by those shareholders at any time during the relevant testing period. As a result of the 363 Transaction and after taking into account any transactions and distributions expected to result from MLC's contemplated Chapter 11 plan, New GM will have experienced a substantial percentage point increase of the type described in the preceding sentence for Section 382 purposes, Mr. Smolinsky tells the Court. Accordingly, unrestricted stock trading would impose a significant risk of a Section 382 ownership change occurring as a result of or after an initial public offering of New GM stock, the Debtors note. "That ownership change could substantially limit the ability of New GM to use the Tax Benefits, thereby resulting in a significant loss of value, which would impact MLC as a stockholder in New GM, as well as the creditors of the Debtors, who are expected to receive distributions in the form of, among other things, New GM stock and warrants to purchase additional shares of New GM stock," Mr. Smolinsky asserts. Through the Charter Amendment, New GM is seeking the ability to preclude certain transfers of, and the ability to monitor and possibly object to other changes in the ownership of, Corporation Securities to protect against a Section 382 ownership change after the IPO. In order to put the Charter Amendment in place with maximum effectiveness, New GM requires the unanimous vote of all stockholders, including MLC, in favor of the Charter Amendment. For that reason, shareholder approval is being sought prior to an IPO by New GM. New GM has indicated that in the absence of the Charter Amendment, it would be compelled to institute a more restrictive program to preserve the Tax Benefits, like the issuance of stock purchase rights intended to make a transaction that could cause an ownership change prohibitively expensive to the buyer -- a form of "poison pill" -- according to Mr. Smolinsky. New GM has scheduled a shareholder meeting on September 28, 2010, for voting on the Charter Amendment. 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) GLOUCESTER ENGINEER: Files Reorganization Plan ---------------------------------------------- Gloucester Engineering Co. has filed a Plan of Reorganization that will allow it to emerge from Chapter 11 of the bankruptcy code in the District of Massachusetts. The restructuring plan is subject to approval by the bankruptcy court. GEC expects to emerge from bankruptcy by the end of the year. The company's Plan of Reorganization is being sponsored by an affiliate of Blue Wolf Capital Fund II and has the support of the Creditors' Committee. Blue Wolf provided a credit facility to GEC in May to fund its working capital requirements and subsequently provided GEC with a $6.0 million debtor-in-possession (DIP) facility when GEC voluntarily filed for reorganization under Chapter 11 on June 25, 2010. The DIP financing allowed GEC to continue operating in bankruptcy and allowed it to continue accepting and processing customer orders. Blue Wolf Partner Michael Ranson said, "This is an important milestone that will serve the company and its customers well. We are pleased with the strength that GEC has demonstrated over the past several months. The company has steadily improved its productivity, has accepted new orders, and has a clear strategy for improving its balance sheet and operations. Blue Wolf is pleased to continue as GEC's financial sponsor and we look forward to working closely with the company as it completes its turnaround and regains its position as a leader in this growing industry." About Blue Wolf Blue Wolf Capital Partners LLC -- http://www.blue-wolf.com/-- is a private equity firm that invests in companies in which effective management of relationships with complex constituencies, such as government and labor, can change organizations and create value. About Gloucester Engineering Gloucester Engineering Europe GmbH is the Vienna-based subsidiary of Gloucester Engineering Co. Inc., a blown and cast film machinery maker in Gloucester, Massachusetts. GEC manufactures its equipment from its headquarters in Gloucester, MA, USA and through its joint-venture company in Damman, India, Kabra Gloucester Engineering. Gloucester Engineering's Chapter 7 case -- filed on March 23, 2010 -- was converted to Chapter 11 bankruptcy protection on June 25, 2010 (Bankr. D. Mass. Case No. 10-12967). GREENBRIER COS: Receives $200 Million in New Orders --------------------------------------------------- The Greenbrier Companies has received orders for 3,000 new railcars with an aggregate value of approximately $200 million. The orders announced today, which consist of 2,250 double-stack intermodal platforms, 500 covered hopper cars, and 250 railcars of various types for the European market, are expected to be delivered in calendar 2010 and 2011. These new orders are incremental to the orders to build 1,700 new railcars and refurbish 1,100 existing railcars announced on August 25, 2010. Separately, the Company announced preliminary unaudited financial results for its fourth quarter ended August 31, 2010. Based on the Company's initial closing, revenues are expected to be approximately $185 million. Greenbrier anticipates a net loss for the quarter, before a special item, to be in the range of $0.15 to $0.20 per share. In addition the Company anticipates earnings of $0.50 per share, related to a special non-cash item for the release of the liability related to the 2008 deconsolidation of its former subsidiary, TrentonWorks. Net earnings are anticipated to be in the range of $0.30 to $0.35 per share. The preliminary quarterly results announced today are subject to further review by the Company and year-end audit and should be considered preliminary and subject to change. William A. Furman, president and chief executive officer of Greenbrier, said, "Over the last two months, we have received orders for over 4,700 new railcars and railcar refurbishment work for 1,100 existing railcars, which taken together have a combined value of approximately $330 million. These new orders are expected to have a meaningful positive impact on our financial results in 2011 and reinforce our view that a recovery is underway in the overall North American new railcar market." "Our fourth quarter financial results were below our expectations, due primarily to our refurbishment & parts and marine operations. New railcar manufacturing and leasing & services exceeded our expectations. As previously disclosed, we further adjusted marine production levels during the quarter due to current softness in demand. Most of our refurbishment & parts revenue and margin is driven by our wheel services business, where volumes and margins are down compared to each of the first three quarters of 2010, in spite of an increase in North American railcar loadings. Given that wheel replacement is subject to regulation which requires replacement of wheel sets after a certain level of wear, we believe that this business will improve as rail loadings and revenue ton miles continue to improve," Mr. Furman concluded. About Greenbrier Cos. Based in Lake Oswego, Oregon, The Greenbrier Companies Inc. operates in three primary business segments: manufacturing, refurbishment and parts, and leasing and services. The manufacturing segment, operating from four facilities in the United States, Mexico and Poland, produces double-stack intermodal railcars, conventional railcars, tank cars and marine vessels. The refurbishment & parts segment performs railcar repair, refurbishment and maintenance activities in the United States and Mexico. The leasing & services segment owns roughly 8,000 railcars and provides management services for roughly 225,000 railcars. * * * As reported by the Troubled Company Reporter on August 19, 2010, Moody's Investors Service raised its Speculative Grade Liquidity Rating for The Greenbrier Companies to SGL-3 from SGL-4. At the same time, Moody's affirmed the company's existing ratings, including the corporate family rating of Caa1. Greenbrier's rating outlook is negative in consideration of the continued sluggish demand for new railcars and the company's need to address certain refinancing needs. HARRISBURG, PA: Workers Paid This Week; Next Paycheck Uncertain --------------------------------------------------------------- City workers in Harrisburg, Pa., would get their paychecks for September 29, after political brinkmanship threatened to cut off their compensation, Dow Jones' DBR Small Cap reports. According to the report, Chuck Ardo, spokesman for Mayor Linda Thompson, said that payroll company Automatic Data Processing Inc. will process the checks for 577 employees after the company said Monday it wouldn't process them because it hasn't been paid for its services. Mr. Ardo, the report relates, said that ADP hasn't been paid $13,240 because city controller Dan Miller refuses to sign its check. The report notes that Miller, an elected official outside the administration, has said he hasn't signed the checks paying ADP since March because there is no contract with the company. The report relates Mr. Miller said that he would allow the payment for ADP if the administration lets him discuss electronic internal controls with ADP. ADP "put the interest of the city's workforce first" by processing the payroll without demanding immediate payment, Ardo said, the report adds. About Harrisburg, PA The city of Harrisburg is coping with debt related to a failed revamp of an incinerator. The outstanding principal on the Incinerator debt is $288 million. Total principal and interest on this debt would amount to approximately $458 million. Debt service payments on the total incinerator debt are $20 million per year. Of this total, Dauphin County, Pennsylvania, is responsible for roughly $10 million and Harrisburg is responsible for the other $10 million. The city is guarantor on 100% of the $288 million Incinerator debt. the City Council of Harrisburg, Pennsylvania, voted 5-2 on September 28 to seek professional advice on bankruptcy or state oversight. Harrisburg needed state aid to avoid default on $3.3 million of bond payments this month. According to Bloomberg News, the city has missed about $8 million in debt-service payments this year on bonds issued in connection with a trash-to-energy incinerator. The city owes another $40 million by the end of the year, and was sued by its home county, Dauphin, and Hamilton, Bermuda-based bond insurer Assured Guaranty Municipal Corp. over its failure to honor the commitments. HCA INC: Fitch Issues Recovery Rating Review -------------------------------------------- Fitch Ratings has issued its Recovery Rating review of the U.S. Healthcare sector. This review includes an analysis of valuation multiples, EBITDA discounts applied, and detailed recovery worksheets for issuers with a Fitch Issuer Default Rating of 'B+' or lower in this sector. The issuers included in this report are: -- Community Health Systems, Inc. -- HCA, Inc. -- Health Management Associates, Inc. -- Tenet Healthcare Corp. Recovery analysis is considered for all companies, but notching of those with IDRs above 'B+' will continue to be heavily influenced by broader historical recovery patterns. For companies with an IDR of 'B+' or below, explicit Recovery Ratings are assigned. HEALTH MANAGEMENT: Fitch Issues Recovery Rating Review ------------------------------------------------------ Fitch Ratings has issued its Recovery Rating review of the U.S. Healthcare sector. This review includes an analysis of valuation multiples, EBITDA discounts applied, and detailed recovery worksheets for issuers with a Fitch Issuer Default Rating of 'B+' or lower in this sector. The issuers included in this report are: -- Community Health Systems, Inc. -- HCA, Inc. -- Health Management Associates, Inc. -- Tenet Healthcare Corp. Recovery analysis is considered for all companies, but notching of those with IDRs above 'B+' will continue to be heavily influenced by broader historical recovery patterns. For companies with an IDR of 'B+' or below, explicit Recovery Ratings are assigned. HIE OF EFFINGHAM: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: HIE of Effingham, LLC 1202 North Keller Drive Effingham, IL 62401 Bankruptcy Case No.: 10-60534 Chapter 11 Petition Date: September 27, 2010 Court: U.S. Bankruptcy Court Southern District of Illinois (Effingham) Judge: Laura K. Grandy Debtor's Counsel: James Richard Myers, Esq. 303 S. 7th P.O. Box 399 Vandalia, IL 62471 Tel: (618) 283-3034 Fax: (618) 283-3037 E-mail: myers@lawgroupltd.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Charles F. Keller, manager. HIG EATONTOWN: Case Summary & 7 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: HIG Eatontown, LLC 900 Route 9 North, Suite 300 Woodbridge, NJ 07095 Bankruptcy Case No.: 10-39778 Chapter 11 Petition Date: September 27, 2010 Court: U.S. Bankruptcy Court District of New Jersey (Trenton) Judge: Kathryn C. Ferguson Debtor's Counsel: Donald F. Campbell, Jr., Esq. GIORDANO HALLERAN & CIESLA, P.C. 125 Half Mile Road, Suite 300 Red Bank, NJ 07701 Tel: (732) 741-3900 Fax: (732) 224-6599 E-mail: dcampbell@ghclaw.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 seven largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/njb10-39778.pdf The petition was signed by Charles Chera, member. INDUSTRY WEST: Lender Appeals Plan Confirmation at Ninth Circuit ---------------------------------------------------------------- American Bankruptcy Institute reports that first-lien mortgage holder Central Pacific Bank appealed confirmation of the Industry West Commerce Center LLC's modified reorganization plan on Sept. 2 to the Bankruptcy Appellate Panel of the U.S. Court of Appeals for the Ninth Circuit. As reported in the Troubled Company Reporter on Aug. 30, 2010, the U.S. Bankruptcy Court for the Northern District of California confirmed Industry West Commerce Center, LLC's Plan of Reorganization, amended as of August 16, 2010. The Plan provides for the Reorganized Debtor to operate its business without further supervision or control by the Bankruptcy Court and free of any restrictions imposed by the Bankruptcy Code. Specifically, and without limitation, the Reorganized Debtor may sell, lease, or refinance its properties without further order of Court. The Reorganized Debtor will continue to be managed by Rizzo & Associates, LLC. About Industry West Santa Rosa, California-based Industry West Commerce Center, LLC, a California limited liability company, filed for Chapter 11 bankruptcy protection on January 14, 2010 (Bankr. N.D. Calif. Case No. 10-10088). John H. MacConaghy, Esq., at MacConaghy and Barnier, assists the Company in its restructuring effort. The Company estimated assets and debts at $10 million to $50 million in its Chapter 11 petition. JANICE MORRISON: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Janice P. Morrison 550 Cresta Circle West Palm Beach, FL 33413 Bankruptcy Case No.: 10-38901 Chapter 11 Petition Date: September 25, 2010 Court: U.S. Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Erik P. Kimball Debtor's Counsel: Henry N. Portner, Esq. 1001 W. Indiantown Road, # 105 Jupiter, FL 33458 Tel: (561) 400-0027 E-mail: attatlaw@hotmail.com Scheduled Assets: $1,057,503 Scheduled Debts: $1,763,397 A list of the Debtor's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flsb10-38901.pdf Debtor-affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Devalie Morrison 10-28987 7/02/10 Scheduled Assets: $1,296,486 Scheduled Debts: $1,837,247 KENTUCKIANA MEDICAL: Section 341(a) Meeting Scheduled for Nov. 1 ---------------------------------------------------------------- The U.S. Trustee for Region 10 will convene a meeting of Kentuckiana Medical Center LLC's creditors on November 1, 2010, at 1:00 p.m. EDT. The meeting will be held at Room 115 Federal Building, 121 W. Spring Street, New Albany, IN 47150. 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. Clarksville, Indiana-based Kentuckiana Medical Center LLC filed for Chapter 11 bankruptcy protection on September 19, 2010 (Bankr. S.D. Ind. Case No. 10-93039). David M. Cantor, Esq., at Seiller Waterman LLC, assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $ 50 million. LANDINGS AT MAPLE BAY: Case Summary & Creditors List ---------------------------------------------------- Debtor: The Landings at Maple Bay, LLC 101 West Big Beaver Road, Suite 910 Troy, MI 48084-5245 Bankruptcy Case No.: 10-69832 Chapter 11 Petition Date: September 27, 2010 Court: U.S. Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Phillip J. Shefferly Debtor's Counsel: Lynn M. Brimer, Esq. Meredith Taunt, Esq. STROBL & SHARP, P.C. 300 East Long Lake Road, Suite 200 Bloomfield Hills, MI 48304 Tel: (248) 540-2300 E-mail: lbrimer@stroblpc.com mtaunt@stroblpc.com Scheduled Assets: $1,500,950 Scheduled Debts: $3,966,372 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mieb10-69832.pdf The petition was signed by Thomas A. Wardlow, vice president and secretary. Debtor-affiliates filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Winding Road Ventures, Inc. -- 09/22/10 LEHMAN BROTHERS: MainStay Asks for Release of $49MM in Collateral ----------------------------------------------------------------- MainStay High Yield Opportunities Fund seeks a court ruling authorizing it and Lehman Brothers International Europe to direct the release of as much as $49 million in collateral. The move came after Lehman Brothers Inc. allegedly refused to direct the custodian of the collateral, State Street Bank and Trust Company, to release the collateral. MainStay High posted the collateral to secure payment of $28 million it owes to LBIE on account of the securities it borrowed from LBIE in connection with certain short sales. LBI serves as agent for the fund and LBIE in connection with the short sales, and has the sole authority to direct State Street to release the collateral. In court papers, Shmuel Vasser, Esq., at Dechert LLP, in New York, asks the Court to permit MainStay High to remove LBI as agent which allegedly refuses to order the release of the collateral although it is not a property of its estate. "The trustee has already determined that the collateral is not customer property under SIPA and such determination has been deemed confirmed by this Court and is final and binding," Mr. Vasser says in court papers. Mr. Vasser argues that LBI does not have interest in the collateral since MainStay High does not have outstanding debt to LBI or any other Lehman units other than LBIE. "LBI is acting in a purely ministerial role with respect to the collateral and does not receive any fees or other benefit for its service such that removing LBI as agent and authorizing the release of the collateral will have no effect on LBI's estate," the lawyer further argues. MainStay High has already reached an agreement with LBIE to settle the short sales and to return the securities it borrowed in exchange for LBIE agreeing to the release of the collateral, according to Mr. Vasser. Maureen Cronin, director of New York Life Investment Management LLC, the investment manager of MainStay High, filed a declaration in support of the fund's request. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman disclosed US$639 billion in assets and US$613 billion in debts in its Chapter 11 petition, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: NewPort Wants Info on Prime Brokerage Accounts --------------------------------------------------------------- Newport Global Opportunities Fund (Master) L.P. and Newport Global Opportunities Fund L.P. filed a motion seeking approval to access information about their accounts with Lehman Brothers Inc. The move came after the Newport entities have allegedly been denied access by LBI's trustee to "vital information" about their prime brokerage accounts with Lehman Brothers Holdings Inc.'s broker-dealer unit. The Newport entities blamed the trustee why they were not able to participate in certain restructuring events involving their securities tied up by LBI and negotiate their claims against Lehman Brothers International (Europe). The Newport entities want to obtain in particular information about the identity of the contracts under which the accounts were established, and which of the account numbers correspond to their contracts with LBI and to the Margin Lending Agreement with LBIE. The Newport entities also want to find out which of the accounts were established by LBI under the MLA to facilitate the transfer of their securities to LBIE, and how their assets moved in and out of the Lehman units. The Newport entities asked the Court to compel the trustee to produce the necessary documents, and authorize them to depose a person who has knowledge of the matter. In connection with the proposed investigation, the Newport entities also sought court approval to file under seal exhibits to the motion, which contain "confidential commercial information." About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman disclosed US$639 billion in assets and US$613 billion in debts in its Chapter 11 petition, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Says SunCal Settlement Should be Approved ---------------------------------------------------------- Various entities, including Fidelity National Title Insurance Company, are seeking to block court approval of a settlement proposed by Lehman Commercial Paper Inc. LCPI earlier filed a motion for approval of a term sheet, which establishes the framework for a settlement among the company, the Official Committee of Unsecured Creditors and the SunCal entities' trustee. The term sheet addresses the disposition of certain real estate development projects and the liens on those projects. Lehman Commercial Paper Inc. notes that none of its bona fide creditors have objected to the settlement motion with the SunCal Debtors. Alfredo Perez, Esq., at King & Spalding LLP, in New York, reiterates that the settlement embodied in the Amended Term Sheet: (a) provides for a process to realize on the First Lien Lenders' collateral -- that being, a turnover of certain cash collateral and a contemplated sale of the Properties satisfactory to LCPI -- and an allocation of the sale proceeds which is reasonable from the perspective of the LCPI bankruptcy estate; (b) saves administrative expenses for the LCPI bankruptcy estate; and (c) provides for releases for the LCPI bankruptcy estate, which eliminates risks of litigation for the LCPI bankruptcy estate. Mr. Perez points out that LCPI faces the reality that the SunCal Trustee is approaching the two year statute of limitations to bring avoiding-powers claims. Either the SunCal Trustee will settle with LCPI or he will sue LCPI, he notes. He relates that for more than a year, LCPI has been trying to resolve issues with the SunCal Trustee. The Amended Term Sheet, he says, reflects the extensive effort made by LCPI to effectuate a complex and complete settlement between the LCPI estate and the other First Lien Lenders on the one hand, and the SunCal Trustee on behalf of the SunCal Debtors, on the other hand. According to Mr. Perez, "LCPI approached the settlement with the perspective of what is in the best interests of the creditors of its estate. This 'separate entity' approach is consistent with the approach taken by all the Debtors and non-Debtor Lehman affiliates, and the plan of reorganization filed by the Debtors . . ." Mr. Perez alleges that the objecting parties' goals are to cause a delay or denial of the settlement motion in order to leverage a favorable resolution of their issues against the SunCal Trustee and LCPI. LCPI thus asks the Court to approve the settlement. To further support approval of the settlement, LCPI submitted a revised proposed order to further provide that nothing in the Amended Term Sheet is intended to affect the rights, if any, of any Person, including the Second Lien Lenders other than the LCPI Second Lien Lender, the Third Lien Lenders other than the LCPI Third Lien Lender, except to the extent that a Person is a party to the Amended Term Sheet, with that Person's rights being affected to the extent expressly provided in the Amended Term Sheet. LCPI also filed a supporting declaration of Robert Brusco, an employee of LAMCO LLC, the asset manager for LCPI's estate holdings responsible for the asset management of the SunCal Debtors' loan. Creditors' Committee's Statement The Official Committee of Unsecured Creditors supports approval of the settlement concurring with the Debtors that the settlement is in the best interest of the Debtors' estates and more than satisfies the standard applicable to compromises under Rule 9019 of the Federal Rules of Bankruptcy Procedure. The Committee also asks the Court to overrule the objections pointing out that the objectors advance no arguments that should cause the Court to reach a different conclusion. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman disclosed US$639 billion in assets and US$613 billion in debts in its Chapter 11 petition, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Wins OK to Reject E-Capital Swap Agreement ----------------------------------------------------------- Lehman Brothers Holdings Inc. and its units received court approval for Lehman Brothers Special Financing, Inc., to reject a swap deal agreement and other related agreement LBSF entered into with E-Capital Profits Limited prior to the Petition Date. Lehman Brothers Holdings Inc. acted as credit support provider for the payment obligations of LBSF under the Swap Agreement. In connection with the Transactions, E-Capital posted certain securities as collateral to LBSF. Although LBSF is owed a receivable on the Transactions, after taking into account the value of the Collateral, LBSF owes E-Capital the value of the Collateral in excess of LBSF's receivable, Robert J. Lemons, Esq., at Weil, Gotshal & Manges LLP, in New York, tells the Court. LBSF, according to Mr. Lemons, believes that the value of the Collateral may continue to increase. E-Capital has not terminated the Swap Agreement and as a result, LBSF is not able to fix its liabilities under the Agreement unless E-Capital defaults or until the Transactions terminate on their scheduled termination dates in 2018, Mr. Lemons relates. The Debtors run the risk that movements in the financial markets may cause the Agreement, which is "out-of-the money" to go further "out-of-the money," thereby providing a windfall to E- Capital at the expense of the Debtors and their estates. LBSF says its receivable from E-Capital under the Agreement isn't likely to exceed the value of the Collateral. Accordingly, LBSF has determined that it is prudent to reject the Swap Agreement to fix its liability under the Agreement as of the rejection date and limit any increase in damages that could be claimed by E-Capital. To determine any claims that may be associated with the rejection of the Swap Agreement, the Debtors propose that they be afforded the option to calculate the damages arising under the Agreement as of the rejection date. If the Debtors do not deliver a Damages Calculation or E-Capital disputes the amount of damages in the Debtors' Damages Calculation, the Debtors seek that E-Capital be required to file a proof of claim in compliance with the terms of the Bar Date Order. If E-Capital has already filed a proof of claim against the Debtors, then E-Capital no longer need to resubmit another proof of claim. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman disclosed US$639 billion in assets and US$613 billion in debts in its Chapter 11 petition, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LENNY DYKSTRA: Bankruptcy Trustee Seeks Settlement Approval ----------------------------------------------------------- Carla Main at Bloomberg News reports that the special counsel to the trustee for the bankruptcy estate of Lenny Dykstra provided a report regarding the motion to approve the JPMorgan Chase compromise, concerning a $12 million pre-petition loan extended by Washington Mutual to Mr. Dykstra and his wife. The loan is secured by real property at 1072 Newbern Court, Thousand Oaks, California. WaMu's assets were taken over by the Federal Deposit Insurance Corporation and sold to Chase, which filed a claim against the bankruptcy estate. According to the report, the compromise provides for Chase to release its claims and interests in insurance proceeds and pay the estate $400,000 in exchange for relief from the automatic stay so it can foreclose on the property. The special counsel, in a 37-page report examining the defenses and objections raised by the debtor and questions raised by the court, recommended approval of the compromise. A hearing on the compromise will be held on the matter on Oct. 7. About Lenny Dykstra Lenny Dykstra is a former Major League Baseball all-star player. He was center fielder for the New York Mets and Philadelphia Phillies. He filed for Chapter 11 bankruptcy protection July 7, 2009 (Bankr. C.D. Calif. Case No. 09-18409). M Jonathan Hayes, Esq., at the Law Office of M Jonathan Hayes, in Northridge, California, assisted the Debtor in his restructuring effort. The Debtor estimated up to $50,000 in assets and $10 million to $50 million in debts in his Chapter 11 petition. A Chapter 11 trustee was appointed in September 2009, and the case was converted to a liquidation in Chapter 7 on November 20, 2009. The trustee -- Arturo M. Cisneros -- was investigating the disposition of personal property both before and after the Chapter 11 filing. In August 2010, Mr. Cisneros stepped down as Chapter 7 trustee following issues with his failing to disclose the extent of his business with J.P. Morgan Chase & Co., which happens to be largest creditor in Mr. Dykstra's case. LIBERTY MUTUAL: Fitch Keeps BB+ Rating on Jr. Sub. Notes Due 2067 ----------------------------------------------------------------- Fitch Ratings has affirmed Liberty Mutual Group Inc.'s Issuer Default Rating at 'BBB' and LMG's operating subsidiaries' Insurer Financial Strength ratings at 'A-'. The Rating Outlook has been revised to Stable from Negative. The affirmations are based on LMG's established and sustainable positions in its chosen markets, benefits derived from the company's multiple distribution channels, adequate core underwriting earnings, and good liquidity profile. Fitch also recognizes LMG's improvement in statutory surplus levels and notes that recent accident year reserve estimates continue to develop favorably. LMG's tangible financial leverage, which was a driver for the Negative Outlook during Fitch's last review, has favorably improved to 24.6% as of June 30, 2010. As of year end 2008 LMG's tangible financial leverage was as high as 37.2%. The improvement in financial leverage is due primarily to positive changes in unrealized losses and net income. Tangible equity declined significantly in September 2008 when Liberty Mutual purchased Safeco for $6.4 billion and added $3.4 billion in goodwill and other intangibles. Further the market turmoil that started in 2008 decreased equity via unrealized losses as credit spreads and other market indicators deteriorated. The rationale for the affirmation and Outlook revision also considers the company's proposed announcement of taking up to 20% of the agency channel public via Liberty Mutual Agency Corp's initial pubic offering, which could raise up to $1.34 billion. While Fitch considered the proposed announcement, the rating decision is neutral to this action. In the LMAC transaction there will be a dual common stock structure where all class A common stock, which will be owned by the general public, will get one vote per share and own less than 20% of LMAC. Liberty Mutual Holding Company, Inc. will own all shares of the class B common stock and get 10 votes per share, thus giving LMHC approximately 97.9% voting control over LMAC. The LMAC IPO adds financial flexibility at Liberty, as a whole, by giving the company access to the equity market and as mentioned previously increasing equity at LMHC by the proceeds of the IPO. Offsetting these benefits is the added increased complexity in the organization from having two different ownership structures. Further, with the myriad of interrelations and transactions between the two companies and the majority ownership of LMAC by LMHC the potential for corporate governance problems increase. On a pro forma basis, that is accounting for approximately $1 billion equity raised via the IPO, tangible financial leverage at June 30, 2010, is 23.2% and GAAP operating leverage would be 1.7 times. While this is a favorable improvement over the stated tangible financial leverage at June 30, 2010 of 24.6% and GAAP operating leverage of 1.9x it is not material enough to cause further positive rating action for the company. Within Fitch's rating rationale are multiple key rating drivers. If Liberty Mutual were to materially deviate from any of these items, especially for an extended period, the ratings could be affected either positively or negatively. This is a list of key rating drivers: -- Fitch expects that LMG's underwriting profitability will be pressured going forward given the industrywide softening in premium rates. Fitch believes that LMG's combined ratios will continue to lag those of more highly rated peers by approximately 5 to 10 percentage points. The current ratings incorporate this profitability gap; however, if LMG narrowed or eliminated the gap relative to peers, upward ratings pressure would exist. -- Fitch expects LMG's acquisition appetite will continue particularly in the foreign market; however, another large acquisition in the near term would place negative ratings pressure on the ratings especially if the balance sheet was weakened through increased financial leverage. -- The company's quality of surplus is affected by the use of finite reinsurance and to a lesser extent surplus notes in the near term. If the company's quality of surplus were to improve while maintaining or improving balance sheet strength metrics Fitch could favorably affect the ratings. -- The ratings anticipate that the company will sustain operating earnings-based coverage in the 4-7x range and tangible financial leverage will remain below 30% in the near term. Fitch has affirmed these ratings and revised the Outlook to Stable from Negative: Liberty Mutual Group, Inc. -- IDR at 'BBB'; -- $187 million 7.25% notes due 2012 at 'BBB-'; -- $260 million 8% notes due 2013 at 'BBB-'; -- $180 million 7.3% notes due 2014 at 'BBB-'; -- $500 million 5.75% notes due 2014 at 'BBB-'; -- $249 million 6.7% notes due 2016 at 'BBB-'; -- $3 million 7.625% notes due 2028 at 'BBB-'; -- $231 million 7% notes due 2034 at 'BBB-'; -- $471 million 6.5% notes due 2035 at 'BBB-'; -- $440 million 7.5% notes due 2036 at 'BBB-'; -- $300 million 7% junior subordinated notes due 2067 at 'BB+'; -- $700 7.80% junior subordinated notes due 2087 at 'BB+'; -- $1.25 billion 10.75% junior subordinated notes due 2088 at 'BB'. Liberty Mutual Insurance Co. -- IDR at 'BBB+'; -- $140 million 8.5% surplus notes due 2025 at 'BBB'; -- $227 million 7.875% surplus notes due 2026 at 'BBB'; -- $435 million 7.697% surplus notes due 2097 at 'BBB'. Ohio Casualty Corporation -- IDR at 'BBB'; -- $20 million 7.3% notes due 2014 at 'BBB-'. Safeco Corporation -- IDR at 'BBB'; -- $17 million 7.25% notes due 2012 at 'BBB-'. Fitch has affirmed these ratings: Liberty Mutual Group, Inc. -- Short-term IDR at 'F2'; -- $400 million Commercial Paper program at 'F2'. Fitch has affirmed the IFS ratings of these members of Liberty Mutual Inter-company Insurance Pool at 'A-' and revised the Outlook to Stable from Negative: -- Liberty Mutual Insurance Company -- Employers Insurance Company of Wausau -- Liberty Mutual Fire Insurance Company -- Liberty Insurance Corporation -- Wausau Business Insurance Company -- Wausau Underwriters Insurance Company -- LM Insurance Corporation -- The First Liberty Insurance Corporation -- Liberty Personal Insurance Company -- Liberty Surplus Insurance Corporation -- Wausau General Insurance Company -- Liberty Mutual Mid-Atlantic Insurance Company Fitch has affirmed the IFS ratings of these companies that participate in a 100% quota share with the LMIC Pool at 'A-' and revised the Outlook to Stable from Negative: -- Liberty Lloyds of Texas Insurance Company -- Liberty County Mutual Insurance Company -- Liberty Insurance Underwriters, Inc. -- LM Property and Casualty Insurance Company -- LM General Insurance Company -- LM Personal Insurance Company -- Liberty Mutual Personal Insurance Company Fitch has affirmed the IFS ratings of these members of Peerless Insurance Inter-company Insurance Pool (Peerless Pool) at 'A-' and revised the Outlook to Stable from Negative: -- Peerless Insurance Company -- Peerless Indemnity Ins Company -- America First Insurance Company -- America First Lloyd's Ins Company -- Colorado Casualty Ins Company -- Consolidated Ins Company -- Excelsior Insurance Company -- Golden Eagle Ins Corp -- Hawkeye-Security Ins Company -- Indiana Insurance Co -- Liberty Mutual Mid-Atlantic Ins Co -- Mid-America Fire & Casualty -- The Midwestern Indemnity Company -- Montgomery Mutual Ins Co -- The Netherlands Ins Co -- National Ins Assoc -- The Ohio Casualty Insurance Company -- Avomark Insurance Company -- West American Insurance Company -- American Fire and Casualty Company -- Ohio Security Insurance Company -- Insurance Company of Illinois -- Safeco Insurance Company of Illinois -- American Economy Insurance Company -- American States Insurance Company -- American States Preferred Insurance Company -- Safeco Insurance Company of Indiana -- Safeco National Insurance Company -- Safeco Insurance Company of Oregon -- American States Lloyds Insurance Company -- Safeco Lloyds Insurance Company -- First National Insurance Company of America -- General Insurance Company of America -- Safeco Insurance Company of America -- Safeco Surplus Lines Insurance Company -- American States Insurance Company of Texas Fitch has affirmed the IFS ratings of these companies that participate in a 100% quota share with the Peerless Pool at 'A-' and revised the Outlook to Stable from Negative: -- Liberty Northwest Ins Co -- Bridgefield Casualty Insurance Company -- Bridgefield Employers Insurance Company -- North Pacific Ins Co -- Oregon Automobile Ins Co Fitch has withdrawn these ratings due to a legal entity merge: -- Ohio Casualty of New Jersey, Inc. -- Liberty Insurance Company of America LINCOLNSHIRE CAMPUS: Sale of All Assets to Senior Care Approved --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorized Lincolnshire Campus, LLC, et al., to sell substantially all of their assets to Senior Care Development, LLC. Pursuant to the Asset Purchase Agreement, as amended, SCD will purchase substantially all of the Lincolnshire Debtors' assets for an aggregate purchase price of $49,270,000, composed of $20,000,000 cash plus the assumption of certain liabilities. The cash component of the SCD bid is increased by $6,000,000 to total $20,000,000, which will be allocated as: (i) $4,250,000 to Monarch Landing, Inc.'s assets and (ii) $15,750,000 to Sedgebrook, Inc.'s assets. Upon closing, the assets transferred, sold and delivered to SCD will be free and clear of all claims and encumbrances of any person or entity. At closing: -- proceeds of the sale will be paid to the Indenture Trustee for application in accordance with the Bond Documents, less amounts relating to, among other things: (a) the carve-out, (b) the ELH Payments, and (c) amounts owed to creditors holding valid and perfected liens against the assets; -- $3.5 million of the sale proceeds will be placed in escrow for the benefit of holders of mechanic's liens on the Sedgebrook property pending resolution of the Mechanic's Lien Holders' assertions that their claims are senior or equal to those of the Indenture Trustees pursuant to Illinois state law and other applicable statutes; -- SCD will pay to the Debtors: - the purchase price, less the Good-Faith Deposit less $750,000 (half the Break-Up Fee), - the $40 million purchase price will be allocated as: $30 million for the assets associated with the Sedgebrook campus and $10 million for the assets associated with the Monarch Landing campus, and - Wells Fargo Bank National Association, as indenture trustee, and U.S. Bank National Association, as indenture trustee, have reserved all rights as to the allocation of the $750,000; -- Erickson Living Holdings, LLC will be paid from the proceeds of the sale an (i) expense reimbursement of $350,000 and (ii) incentive payment of $2,295,000. -- the Debtors will pay all delinquent amounts and costs, if any, of any special tax payments, if any, arising under the Sedgebrook SSA Financing and the Monarch Landing SSA Financing, including, but not limited to, any delinquent amounts and costs, if any, remaining owing for 2010 or any prior fiscal year; and -- certain limited obligations of Naperville and Lincolnshire, respectively, under the executory contracts will be assumed and assigned to SCD. About the Debtors Lincolnshire Campus filed for Chapter 11 bankruptcy protection on June 15, 2010 (Bankr. N.D. Tex. Case No. 10-34176). Vincent P. Slusher, Esq., at DLA Piper LLP US, assists the Company in its restructuring effort. The Company estimated its assets and debts at $100 million to $500 million. Not-for-Profit Entities Sedgebrook, Inc., and Monarch Landing Inc. filed for Chapter 11 on June 15, 2010. The Lincolnshire Debtors and the NFP Debtors are affiliate of Erickson Retirement Communities LLC. Baltimore, Maryland-based Erickson Retirement Communities LLC, along with affiliates, filed for Chapter 11 on Oct. 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves as counsel to the Debtors. BMC Group Inc. serves as claims and notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also serving as investment and financial consultant. Alvarez & Marsal is serving as restructuring adviser. Judge Stacey G.C. Jernigan confirmed Erickson's Plan of Reorganization on April 16, 2010. The confirmed Chapter 11 Plan is premised on the $365 million sale of substantially all of the Erickson Retirement assets to Redwood Capital Investments LLC and its affiliates. The Plan became effective on April 30, 2010. Erickson own 20 continuing care retirement communities in 11 states. Among Erickson's 20 communities, eight are completed, 11 are open although in construction, and one is in development. They have 23,000 residents in total. LINCOLNSHIRE CAMPUS: Plan Outline Hearing Scheduled for Today ------------------------------------------------------------- The Hon. Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas will convene a hearing today, September 30, 2010, at 9:30 a.m. (prevailing central time), to consider Lincolnshire Campus, LLC, et al.'s request to conditionally approve the Disclosure Statement explaining their proposed Plan of Reorganization, as amended. As reported in the Troubled Company Reporter on September 17, according to the Disclosure Statement, the Plan provides for the payment or full satisfaction of all secured tax claims, senior mechanic's lien claims, administrative claims, and unsecured priority claims. The Plan also provides that the holders of secured claims will receive cash equal to their pro rata share of the cash proceeds after the payment of administrative claims, senior mechanic's lien claims, and the costs for administering the Plan. Holders of unsecured claims will be entitled to receive cash equal to the holder's pro rata share of the Creditor Trust. Holders of subordinated claims and equity interests won't receive anything. A full-text copy of the amended Disclosure Statement is available for free at: http://bankrupt.com/misc/LINCOLNSHIRECAMPUS_AmendedDS.pdf About the Debtors Lincolnshire Campus filed for Chapter 11 bankruptcy protection on June 15, 2010 (Bankr. N.D. Tex. Case No. 10-34176). Vincent P. Slusher, Esq., at DLA Piper LLP US, assists the Company in its restructuring effort. The Company estimated its assets and debts at $100 million to $500 million. Not-for-Profit Entities Sedgebrook, Inc., and Monarch Landing Inc. filed for Chapter 11 protection on June 15, 2010. The Lincolnshire Debtors and the NFP Debtors are affiliate of Erickson Retirement Communities LLC. Baltimore, Maryland-based Erickson Retirement Communities LLC, along with affiliates, filed for Chapter 11 protection on Oct. 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves as counsel to the Debtors. BMC Group Inc. serves as claims and notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also serving as investment and financial consultant. Alvarez & Marsal is serving as restructuring adviser. Judge Stacey G.C. Jernigan confirmed Erickson's Plan of Reorganization on April 16, 2010. The confirmed Chapter 11 Plan is premised on the $365 million sale of substantially all of the Erickson Retirement assets to Redwood Capital Investments LLC and its affiliates. The Plan became effective on April 30, 2010. Erickson own 20 continuing care retirement communities in 11 states. Among Erickson's 20 communities, eight are completed, 11 are open although in construction, and one is in development. They have 23,000 residents in total. LOBO LAND: Member's Debt Non-Dischargeable Under Sec. 523(a)(6) --------------------------------------------------------------- In Omer May v. Carol Platt Cagan, Adv. Proc. No. 09-1202 (Bankr. D. N.M.), plaintiff sued defendant to determine whether the defendant's use of proceeds from the sale of certain real property in connection with the Lobo Land, LLC, bankruptcy case constitutes a willful and malicious injury within the meaning of 11 U.S.C. Sec. 523(a)(6) or constitutes a breach of fiduciary duty, embezzlement or larceny sufficient to render the debt non- dischargeable under 11 U.S.C. Sec. 523(a)(4). The sale proceeds were designated under Lobo Land's confirmed plan to be disbursed to Plaintiff. Ms. Cagan argues that because the contractual obligation runs to Lobo Land, Mr. May's remedy must be pursued against Lobo Land. In an order dated September 28, 2010, the Hon. Robert H. Jacobvitz finds that the debt at issue is non-dischargeable under 11 U.S.C. Sec. 523(a)(6). Ms. Cagan is the principal and majority owner of Lobo Land and the person who acted on its behalf in converting the proceeds from the sale of the residential lots to her own use; her active participation in the conversion renders the debt nondischargeable in her personal bankruptcy case. The Court adds that no cause exists to impose punitive damages. A copy of the Court's memorandum opinion is available at: http://www.leagle.com/unsecure/page.htm?shortname=inbco20100928550 Lobo Land filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. N.M. Case No. 05-10262) on January 14, 2005. Lobo Land's plan of reorganization, as modified by Debtor's First Modification to Plan Dated October 11, 2005, was confirmed on March 8, 2006. The bankruptcy case converted to Chapter 7 on January 3, 2008. Carol Cagan was the managing member and 97% owner of Lobo Land. Her partner, Dee Cross, owned the remaining 3%. Ms. Cagan was in charge of the affairs of Lobo Land. Ms. Cagan is a lawyer, and practiced in California in the field of entertainment law prior to moving to New Mexico. Her area of expertise included the negotiation and drafting of contracts. Ms. Cagan filed a voluntary petition under Chapter 13 of the Bankruptcy Code (Bankr. N.M. Case No. 08-11193) on April 18, 2008. Her case converted to Chapter 7 on August 26, 2009. MAI THI TRAN: Case Summary & 11 Largest Unsecured Creditors ----------------------------------------------------------- Joint Debtors: Mai Thi Tran John Hoang Nguyen 21320 Germain Street Chatsworth, CA 91311 Bankruptcy Case No.: 10-22179 Chapter 11 Petition Date: September 27, 2010 Court: U.S. Bankruptcy Court Central District of California (San Fernando Valley) Judge: Maureen Tighe Debtors' Counsel: Jerome Bennett Friedman, Esq. 1901 Avenue of the Stars, Suite 1700 Los Angeles, CA 90067-4409 Tel: (310) 552-8210 Fax: (310) 733-5442 E-mail: jfriedman@jbflawfirm.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Joint Debtors' 11 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-22179.pdf MAMMOTH HENDERSON I: Files for Chapter 11 in Las Vegas ------------------------------------------------------ Mammoth Henderson I, LLC, sought Chapter 11 protection on September 27, 2010, in Nevada (Bankr. D. Nev. Case No 10-28261). Mammoth is the owner of the 58,800 square-foot Mammoth Professional Building on St. Rose Parkway in Henderson, Nevada. Schedules say the building is worth $7.35 million and has a mortgage of $11.25 million. MARVIN RICHER: Case Summary & 16 Largest Unsecured Creditors ------------------------------------------------------------ Joint Debtors: Marvin H. Richer Gail L. Richer 4715 N. Walkup Road Crystal Lake, IL 60012 Bankruptcy Case No.: 10-74803 Chapter 11 Petition Date: September 27, 2010 Court: United States Bankruptcy Court Northern District of Illinois (Rockford) Judge: Manuel Barbosa Debtor's Counsel: Bradley T. Koch, Esq. HOLMSTROM & KENNEDY P.C. P.O. Box 589 Rockford, IL 61105 Tel: (815) 962-7071 Fax: (815) 962-7181 E-mail: bkoch@holmstromlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by the Joint Debtors. Joint Debtors' List of 16 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Patrick Morehead Note $920,000 525 S. Valley Hill Road Woodstock, IL 60098 Banco Popular Judgment $357,000 P.O. Box 4601 Oak Park, IL 60303 Tessendorf Services $2,848 Mechanical Services 45 Center Drive Gilberts, IL 60136 Walko & Associates Services $2,500 Com Ed Utilities $2,441 Cook & Franke Services $2,302 Constellation New Utilities $1,365 Energy Gas Division, LLC KRW Insurance Insurance $958 Agency, Inc. Creekside Landscape Services $950 Development Blue Cross Blue Insurance $657 Shield of IL AT&T Telephone Service $293 IWM Corporation Trade debt $248 Northwestern Lighting Trade debt $196 Tennant Sales & Service Trade debt $110 Co. Fort Dearborn Life Insurance $80 Ins. Co. United Parcel Service Trade debt $33 MEDICAL STAFFING: Emerges from Bankruptcy Protection ---------------------------------------------------- Medical Staffing Network Healthcare has successfully emerged from protection under Chapter 11 of the United States Bankruptcy Code, fewer than three months following its filing on July 2, 2010. The measures taken by Medical Staffing Network (MSN) to voluntarily restructure its capital and debt through the Chapter 11 process have allowed the Company to emerge as a stronger and more financially competitive company, better poised to meet the changing marketplace within the temporary and permanent healthcare staffing industry. "This is a very important day for our company, clients and healthcare professionals, and I would like to thank our lenders for their support in finalizing a GE Capital-led credit facility," stated Robert Adamson, Chairman and Chief Executive Officer. "The challenges and needs of our clients and our healthcare professionals have changed dramatically in response to the economic environment over the last two years. We, as a company, can now operate from a more solid foundation, offering more flexible service options for our clients and better job opportunities to our healthcare professionals. We are now better poised to take advantage of servicing the many niche markets, thereby growing our business and simultaneously diversifying our portfolio." Adamson continued, "I am extremely proud of all of our employees who, through their dedication and hard work during the last three months, enabled our business to operate uninterrupted. It is with this kind of commitment that we can expect our business to withstand and grow in these challenging times." About Medical Staffing Boca Raton, Florida-based Medical Staffing Network Holdings, Inc., provides temporary (predominantly healthcare) staffing services including per diem, short term contracts and travel, in the United States. Warburg Pincus Private equity VIII, L.P., owns a 45.4% stake in the Company. The Company and its affiliates filed for Chapter 11 bankruptcy protection on July 2, 2010 (Bankr. S.D. Fla. Lead Case No. 10-29101). Medical Staffing estimated $100 million to $500 million in assets and debts. In its schedules, an affiliate of Medical Staffing listed total assets of $53,293,726 and total liabilities of $129,862,111. The Debtors are represented by Paul Steven Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman, P.A., in Miami. Akerman Senterfitt is the Debtors' special corporate and transactional counsel. Loughlin Meghji + Company is the corporate restructuring advisor. Ernst & Young LLP is the accounting and tax advisor. The Garden City Group Inc. is the claims and notice agent. MGM RESORTS: Unit Proposes to List Shares on Hong Kong Exchange --------------------------------------------------------------- MGM China Holdings Limited, a Cayman Islands company which has been formed by MGM Resorts International and Ms. Pansy Ho, filed on Sept. 27, 2010, a proposed listing application on Form A1 with The Stock Exchange of Hong Kong Limited in connection with a possible listing of its shares on the main board of the Hong Kong Exchange. If the proposed listing occurs, MGM China Holdings Limited will become the owner of substantially all of the economic share interests of MGM Grand Paradise, S.A., a joint venture of MGM Resorts International and Ms. Pansy Ho, which owns and operates the MGM Macau, a luxury resort, hotel and casino located in Macau, SAR. About MGM Resort MGM Resorts International (NYSE: MGM) -- http://www.mgmresorts.com/-- has significant holdings in gaming, hospitality and entertainment, owns and operates 15 properties located in Nevada, Mississippi and Michigan, and has 50% investments in four other properties in Nevada, Illinois and Macau. The Company's balance sheet at June 30, 2010, showed $19.98 billion in total assets, $1.19 billion in total current liabilities, $2.65 billion in deferred income taxes, $13.04 billion in long-term debt $243.29 million in other long- term obligations, and $2.85 billion in total stockholders' equity. * * * As reported by the Troubled Company Reporter on July 1, 2010, Fitch Ratings affirmed these ratings for MGM Resorts: Issuer Default Rating affirmed at 'CCC'; Senior secured notes due 2013, 2014, and 2017 affirmed at 'B+/RR1' (91%-100% recovery band); Senior secured notes due 2020 rated 'B+/RR1' (91%-100%); Senior credit facility affirmed at 'B-/RR3' (51%-70%); Senior unsecured notes affirmed at 'CCC/RR4' (31%-50%); Convertible senior notes due 2015 rated 'CCC/RR4' (31%-50%); Senior subordinated notes affirmed at 'C/RR6' (0%-10%). NA-MOR INC: Mass. Ct. Won't Rule on Sale Due to Lack of Record -------------------------------------------------------------- The Hon. Melvin S. Hoffman rules that factual record before the court is insufficient to determine whether a certain real property is property of the bankruptcy estate. Judge Hoffman says further proceedings are required. Na-Mor, Inc., a Massachusetts corporation, seeks to sell its interest in real property located in Harwinton, Connecticut, free and clear of all liens, pursuant to 11 U.S.C Sec. 363(b) and (f)(4). Creditor Banco Popular North America and interested party Robert Armistead objected to the proposed sale arguing that the Debtor's interest in the property was assigned to another party nearly 20 years ago, so the property is not property of the bankruptcy estate. A copy of the Court's memorandum of decision is available at: http://www.leagle.com/unsecure/page.htm?shortname=inbco20100928548 Na-Mor, Inc., filed for Chapter 11 (Bankr. D. Mass. Case No. 10-41302) on March 22, 2010. NCOAT INC: Judge Approves $1 Million Sale to Fort Ashford --------------------------------------------------------- Overruling objections from unsecured creditors, a federal judge signed off Tuesday on the $1 million sale of nCoat Inc. to private equity firm Fort Ashford Funds LLC, Bankruptcy Law360 reports. Law360 says Judge Thomas W. Waldrep Jr. of the U.S. Bankruptcy Court for the Middle District of North Carolina approved the sale, finding it fair and reasonable. About nCoat Inc. Whitsett, North Carolina-based nCoat, Inc. (Other OTC: NCOA) and its subsidiaries -- http://www.ncoat.com/-- research, license, commercialize, distribute, and apply nano and multiple non-nano surface coatings. The Company's coatings are used by, among others, automotive, diesel engine, trucking, recreational vehicle, motorcycle, aerospace, and oil and gas industries. nCoat, Inc., filed for Chapter 11 protection on August 16, 2010 (Bankr. M.D. N.C. Case No. 10-11512). John A. Northen, Esq., and Vicki L. Parrott, Esq., who have offices in Chapel Hill, North Carolina, assist the Debtor in its restructuring effort. In its schedules, the Debtor disclosed assets totaling $1,375,746 and debts totaling $913,619,139. Affiliates High Performance Coatings, Inc. (Bankr. M.D. N.C. Case No. 10-11515); MCC, Inc., dba Jet Hot (Bankr. M.D. N.C. Case No. 10-11514); and nTech, Inc. (Bankr. M.D. N.C. Case No. 10-11513) file separate Chapter 11 petitions on August 16, 2010. ORLEANS HOMEBUILDERS: Seeks Plan Exclusivity Until Nov. 26 ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Orleans Homebuilders Inc. is asking for a November 26 extension of the exclusive period to propose a Chapter 11 plan. A hearing on the Company's request for a second extension is scheduled for November 8. Orleans Homebuilders, the Bloomberg report relates, was scheduled to seek approval of the disclosure statement explaining its proposed plan at a hearing on September 29. If the plan approval process goes on schedule, Orleans will present the plan confirmation in November. The Plan, according to Mr. Rochelle, is designed to give stock and new secured debt to revolving credit lenders owed $234 million. Unsecured creditors would get lawsuit recoveries and share proceeds from property sales after secured debt is paid. Revolving credit lenders are expected to recover between 67% and 87% if they vote for the plan. Unsecured creditors should see between 3.4% and 5.25% if they vote "yes" as a class. Mr. Rochelle recounts that Orleans negotiated the plan with holders of more than 80% of the secured debt. The Plan reduces debt to less than $200 million from more than $400 million. Orleans originally intended to sell the business for $170 million to rival homebuilder NVR Inc. Orleans dropped the sale in favor of a plan where lenders would take ownership. NVR sued for breach of contract, according to Mr. Rochelle. About Orleans Homebuilders Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker & Lancaster, Masterpiece Homes, Realen Homes and Orleans -- develops, builds and markets high-quality single-family homes, townhouses and condominiums. From its headquarters in suburban Philadelphia, the Company serves a broad customer base including first-time, move-up, luxury, empty-nester and active adult homebuyers. The Company currently operates in these 11 distinct markets: Southeastern Pennsylvania; Central and Southern New Jersey; Orange County, New York; Charlotte, Raleigh and Greensboro, North Carolina; Richmond and Tidewater, Virginia; Chicago, Illinois; and Orlando, Florida. The Company's Charlotte, North Carolina operations also include adjacent counties in South Carolina. Orleans Homebuilders employs approximately 300 people. The Company filed for Chapter 11 bankruptcy protection on March 1, 2010 (Bankr. D. Del. Case No. 10-10684). Cahill Gordon & Reindell LLP is the Debtor's bankruptcy and restructuring counsel. Curtis S. Miller, Esq., and Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell, are the Debtor's Delaware and restructuring counsel. Blank Rome LLP is the Debtor's special corporate counsel. Garden City Group Inc. is the Debtor's claims and notice agent. The Company estimated assets and debts at $100 million to $500 million. OWENS CORNING: Delaware Files 2nd Quarter 2010 Summary Report ------------------------------------------------------------- Mark W. Mayer, vice president and chief accounting officer of Owens Corning Delaware, submitted to the Office of the U.S. Trustee a post-confirmation summary report for the quarter ended June 30, 2010. Owens Corning Delaware Case No. 00-3837 Post-Confirmation Report For Quarter Ended June 30, 2010 Cash, beginning of period $33,698,000 Total receipts received by Debtor: Cash sales 0 Accounts receivable $927,247,000 Proceeds from litigation 0 Sale of Debtor's assets 0 Capital infusion under Plan 0 --------------- Total cash received 927,247,000 --------------- Total cash available 960,945,000 Less disbursement made by Debtor: Disbursements made under Plan 0 Disbursement made for administrative claims 653,000 Other disbursements 954,068,000 --------------- Total disbursements 954,721,000 --------------- Cash, at end of period $6,224,000 =============== About Owens Corning Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning (Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/-- is a producer of residential and commercial building materials and glass fiber reinforcements, and other similar materials for composite systems. The company has operations in 26 countries. The Company filed for Chapter 11 protection on October 5, 2000 (Bankr. D. Del. Case. No. 00-03837). Norman L. Pernick, Esq., at Saul Ewing LLP, represented the Debtors. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Official Committee of Asbestos Creditors. James J. McMonagle served as the Legal Representative for Future Claimants until June 20, 2007. Mr. McMonagle was replaced by Michael J. Crames. Mr. Crames served as Mr. McMonagle's counsel until July 2005, when he retired from the law firm Kaye Scholer LLP. On September 28, 2006, the Honorable John P. Fullam, Sr., of the U.S. District Court for the Eastern District of Pennsylvania affirmed the order of Honorable Judith Fitzgerald of the U.S. Bankruptcy Court for the District of Delaware confirming Owens Corning's Sixth Amended Plan of Reorganization. The Plan took effect on October 31, 2006, marking the company's emergence from Chapter 11. Reorganized Owens sought on July 25, 2008, from the Delaware Bankruptcy Court a final decree closing the Chapter 11 cases of 17 of its affiliates. Only the Chapter 11 case of Owens Corning Sales, LLC, formerly known as Owens Corning, under Case No. 00-03837 will remain open. (Owens Corning Bankruptcy News; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000) * * * Reorganized Owens Corning carries a 'Ba1' corporate family rating from Moody's. OWENS CORNING: Omni Management Released From Responsibilities ------------------------------------------------------------- In light of the closing of the Chapter 11 case of Reorganized Debtor Owens Corning Sales LLC, Scott M. Ewing of Omni Management Group submitted to the Clerk of the U.S. Bankruptcy Court for the District of Delaware: -- an updated list of creditors in CD format; -- an updated claims register in pdf format; and -- copies of original claims. Pursuant to the compliance with the provisions of the Court's order and receipt of all the materials submitted, Omni Management is released from any responsibilities in Owens' case. About Owens Corning Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning (Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/-- is a producer of residential and commercial building materials and glass fiber reinforcements, and other similar materials for composite systems. The company has operations in 26 countries. The Company filed for Chapter 11 protection on October 5, 2000 (Bankr. D. Del. Case. No. 00-03837). Norman L. Pernick, Esq., at Saul Ewing LLP, represented the Debtors. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Official Committee of Asbestos Creditors. James J. McMonagle served as the Legal Representative for Future Claimants until June 20, 2007. Mr. McMonagle was replaced by Michael J. Crames. Mr. Crames served as Mr. McMonagle's counsel until July 2005, when he retired from the law firm Kaye Scholer LLP. On September 28, 2006, the Honorable John P. Fullam, Sr., of the U.S. District Court for the Eastern District of Pennsylvania affirmed the order of Honorable Judith Fitzgerald of the U.S. Bankruptcy Court for the District of Delaware confirming Owens Corning's Sixth Amended Plan of Reorganization. The Plan took effect on October 31, 2006, marking the company's emergence from Chapter 11. Reorganized Owens sought on July 25, 2008, from the Delaware Bankruptcy Court a final decree closing the Chapter 11 cases of 17 of its affiliates. Only the Chapter 11 case of Owens Corning Sales, LLC, formerly known as Owens Corning, under Case No. 00-03837 will remain open. (Owens Corning Bankruptcy News; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000) * * * Reorganized Owens Corning carries a 'Ba1' corporate family rating from Moody's. PACIFIC ENERGY: Baker Hughes Fights to Keep $690,000 Payment ------------------------------------------------------------ Bankruptcy Law360 reports that Baker Hughes Inc. has objected to a plan to Pacific Energy Resources Ltd. and its affiliates, arguing that more than $690,000 the oil field services company was paid for work performed under a 2007 contract should not be subject to unsecured creditors' recovery actions. The money was paid to Baker Hughes within 90 days of the debtors' March 2009 Chapter 11 filing and was for labor, material and services, according to Law360. About Pacific Energy Headquartered in Long Beach, California, Pacific Energy Resources Ltd. -- http://www.pacenergy.com/-- engaged in the acquisition and development of oil and gas properties, primarily in the United States. The Company and seven of its affiliates filed for Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case No. 09-10785). The Debtor estimated between $100 million and $500 million in assets and debts in its Chapter 11 petition. Attorneys at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to the Debtors. The Debtors also tapped Rutan & Tucker LLP as special corporation and litigation counsel; Schully, Roberts, Slattery & Marino, PLC, as special oil and gas and transactional counsel; Devlin Jensen as special Canadian counsel; Scott W. Winn, at Zolfo Cooper Management, LLC, as chief restructuring officer; Lazard Freres & Co. LLC as investment banker; and Albrecht & Associates, Inc., as agent for the Debtors in the sale of their oil and gas properties. Omni Management Group, LLC, is the claims, balloting, notice and administrative agent for the Debtors. PACIFIC ETHANOL: To Sell Senior Convertible Notes for $35 Million ----------------------------------------------------------------- Central Valley Business Times reports that Pacific Ethanol Inc. agreed to: i) issue senior convertible notes for $35 million to institutional investors to help fund its business, and ii) sell its minority ownership interest in Front Range Energy LLC, a 48 million gallon per year ethanol production facility located in Windsor, Colorado, for $18.5 million in cash. The name of the buyer was not disclosed. According to the report, about $23.3 million will be used to buy a 20% ownership interest in New PE Holdco LLC, which is the owner of the Company's previously-owned four ethanol production facilities. The holding company was set up as part of the plan for the plants to emerge from a Chapter 11 bankruptcy. As a result, the Company will hold the largest equity ownership position in New PEH. The report adds the Company plans to retire $17 million in corporate debt, accrued interest and fees owed to Lyles United LLC and Lyles Mechanical Co. The balance of the proceeds is expected to pay transaction fees and to provide approximately $10 million of cash reserves to the Company's balance sheet. About Pacific Ethanol Pacific Ethanol Holding Co. LLC and four affiliates filed for Chapter 11 on May 17, 2009 (Bankr. D. Del. Case No. 09-11713). Judge Kevin Gross handles the case. Attorneys at Cooley Godward Kronish LLP represent the Debtors as counsel. Attorneys at Potter Anderson & Corroon LLP are co-counsel. Epiq Bankruptcy Solutions LLC is the claims agent. Pacific Ethanol Holding disclosed $50 million to $100 million in assets and $100 million to $500 million in debts in its petition. Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy Marketing LLC, and Pacific Ag. Products, LLC, have not filed for Chapter 11 bankruptcy protection. The Company is expected to continue to manage the Plant Subsidiaries under an Asset Management Agreement and Kinergy and PAP are expected to continue to market and sell the Plant Subsidiaries' ethanol and feed production under existing Marketing Agreements. PALATIN TECHNOLOGIES: KPMG LLP Raises Going Concern Doubt --------------------------------------------------------- Palatin Technologies, Inc., filed on September 27, 2010, its annual report on Form 10-K for the fiscal year ended June 30,2010. KPMG LLP, in Philadelphia, Pa., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred recurring net losses and negative cash flows from operations and will require substantial additional financing to continue to fund its planned development activities. The Company reported a net loss of $1.8 million on $14.2 million for fiscal 2010, compared to a net loss of $4.8 million on $11.4 million of revenue for fiscal 2009. As of June 30, 2010, the Company's cash and cash equivalents were $5.4 million and its available-for-sale investments were $3.5 million. The Company says its existing cash, cash equivalents and available-for-sale investments are not sufficient to fund its planned operations for the next twelve months. The Company's balance sheet at June 30, 2010, showed $12.4 million in total assets, $3.1 million in total liabilities, and stockholders' equity of $9.3 million. A full-text copy of the Form 10-K is available for free at: http://researcharchives.com/t/s?6bd3 About Palatin Technologies Cranbury, N.J-based Palatin Technologies, Inc., is a biopharmaceutical company dedicated to the development of peptide, peptide mimetic and small molecule agonist compounds with a focus on melanocortin and natriuretic peptide receptor systems. PETER MORRIS: Creditor Wants Trustee to Take Reins in Case ---------------------------------------------------------- A creditor wants control of Peter Morris's bankruptcy case wrested away from the real-estate tycoon, who it says has spent money on lavish purchases and unauthorized professionals during the proceedings, Dow Jones' DBR Small Cap reports. About PRM Realty Group Chicago, Illinois-based PRM Realty Group, LLC, filed for Chapter 11 bankruptcy protection on January 6, 2010 (Bankr. N.D. Tex. Case No. 10-30241). The Company's affiliates -- Peter R. Morris; Bon Secour Partners, LLC; PM Transportation, LLC; Rangeline Properties, LLC; PRS II, LLC; and Morris Radio Enterprises, LLC -- filed separate Chapter 11 bankruptcy petitions. Gerrit M. Pronske, Esq., at Pronske & Patel, P.C., assists PRM Realty in its bankruptcy effort. PRM Realty listed disclosed $34,054,818 in total assets and $225,611,600 in total liabilities as of the Petition Date. PINNACLE FILMS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Pinnacle Films, Inc. P.O. Box 7029 Charlotte, NC 28241 Bankruptcy Case No.: 10-32805 Chapter 11 Petition Date: September 27, 2010 Court: U.S. Bankruptcy Court Western District of North Carolina (Charlotte) Judge: J. Craig Whitley Debtor's Counsel: Richard M. Mitchell, Esq. MITCHELL & CULP, PLLC 1001 Morehead Square Drive, Suite 330 Charlotte, NC 28203 Tel: (704) 333-0630 Fax: (704) 333-4975 E-mail: rmmatty@mitchellculp.com Scheduled Assets: $0 Scheduled Debts: $5,300,177 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ncwb10-32805.pdf The petition was signed by William E. Rice, president. REMINGTON RANCH: Wants Supplemental Loan OK'd to Operate Business ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Oregon will convene a final hearing on October 18, 2010 at 1:30 p.m., to consider Remington Ranch, LLC's request to further access cash collateral. Objections, if any, are due 10 days from the September 22 service date. The Debtor asked the Court to authorize its entry into an Amended Post Petition Loan Agreement with James Pippin which provides for an additional $18,400 supplemental post petition financing. The Debtor will use the money to continue paying its limited operating expenses through December 2010. The lender expressed willingness to provide the additional postpetition financing of $18,400 with interest thereon at the rate of 6% per annum until paid. As adequate protection for any diminution in value of the lenders' collateral, the Debtors will grant James Pippin an administrative expense status, subordinate only to U.S. Trustee fees and professional fees. About Remington Ranch, LLC Powell Butte, Oregon-based Remington Ranch, LLC, is a property developer. The Company filed for Chapter 11 bankruptcy protection on January 21, 2010 (Bankr. D. Ore. Case No. 10-30406). Cable Huston Benedict Haagensen & Lloyd LLP serves as the Debtor's bankruptcy counsel. The Debtor disclosed $29,298,544 in assets and $32,453,284 in liabilities as of the Petition Date. REMINGTON RANCH: Plan Confirmation Hearing Set for October 18 ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Oregon will consider at a hearing on October 18, 2010 at 1:30 p.m., to consider adequacy of the Disclosure Statement and confirmation of Remington Ranch, LLC's proposed Plan of Reorganization, as amended three times. The Debtors will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the Disclosure Statement, the Plan provides for the completion of Phase I, which includes 192 single family lots and a number of overnight units to allow recordation of the plat, the Wicked Pony Golf Course, the sales center, and a system of lakes and streams, along with the supporting infrastructure located on approximately 770 acres in the southern portion of the property. Secured creditors will be paid, over time, the full amount of the Allowed Secured Claim of each from the proceeds from lot sales. Unsecured Creditors will also be paid the full amount of the Allowed Unsecured Claim of each from the proceeds of lot sales. Secured and Unsecured creditors will be paid after the Bridge Loan and Construction Loan debt are fully retired. When the Debtor has paid the Bridge Loan and Construction Loan in full, the Reorganized Debtor will begin funding the Secured Creditors' Pool by paying 80% of the net lot sale proceeds. This percentage will remain in effect until the Secured Creditors have been paid 75% of the Allowed Secured Claim of each. The Reorganized Debtor will not begin funding the Unsecured Creditors' Pool (at 50% of the net lot proceeds) until the Columbia State Bank has been paid in full and the remainder of the Secured Creditors have been paid not less than 75% of the Allowed Secured Claim of each. All General Unsecured Creditors will be paid pro rata from the Unsecured Creditor Pool. If a Plan is confirmed, and construction begins in the 2011, the Debtor intends for the first closings of lot sales to begin in the second quarter of 2012. The timing of payment to creditors will depend upon the amount of claims allowed and the priority of claims. Allowed Claims would be satisfied by the first quarter of 2015. Therefore, unsecured creditors would expect to be paid in 2014-2015. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/RemingtonRanch_DS.pdf The Debtor is represented by: J. Stephen Werts, Esq. Chad M. Stokes, Esq. CABLE HUSTON BENEDICT HAAGENSEN & LLOYD LLP Suite 2000, 1001 SW Fifth Avenue Portland, OR 97204-1136 Tel: (503) 224-3092 Fax: (503) 224-3176 E-mail: swerts@cablehuston.com cstokes@cablehuston.com About Remington Ranch, LLC Powell Butte, Oregon-based Remington Ranch, LLC, is a property developer. The Company filed for Chapter 11 bankruptcy protection on January 21, 2010 (Bankr. D. Ore. Case No. 10-30406). The Debtor disclosed $29,298,544 in assets and $32,453,284 in liabilities as of the Petition Date. RENEGADE HOLDINGS: Federal Agents Seize Chiqua Penn Plantation -------------------------------------------------------------- Richard Craver at Winston-Sale Journal reports that federal agents seized the operations of Chiqua Penn Plantation owned by Calvin Phelps who also owns Renegade Holdings Inc. and two of its affiliates. The seizure came after a lawsuit was filed against Mr. Phelps by Gene Tarr, the bankruptcy examiner for Renedage Holdings et al. The examiner asked a federal judge to approve his request to create a trust for the plantation and its arts and artifacts, or transfer its ownership to the debtors in Renegade's Chapter 11 bankruptcy in the lawsuit. The examiner said the lawsuit aims to void and recover "fraudulent transfer of assets" from the tobacco companies that went to either Phelps, his wife or the LLCs. That transfer damaged the tobacco companies by at least $8.1 million, says Mr. Craver. About Renegade Holdings Renegade Holdings and two affiliates -- Alternative Brands, Inc. and Renegade Tobacco Company -- filed for Chapter 11 protection on Jan. 28, 2009 (Bankr. M.D. N.C. Lead Case No. 09-50140C). ABI is a federally licensed manufacturer of tobacco products consisting primarily of cigarettes and cigars. RTC distributes the tobacco products produced by ABI through wholesalers and retailers in 19 states and for export. ABI also is a contract fabricator for private label brands of cigarettes and cigars which are produced for other licensed tobacco manufacturers. ABI and RTC are subsidiaries of RHI. The stock of RHI is owned indirectly by Calvin A. Phelps through his ownership of the stock of Compliant Tobacco, LLC which, in turn, owns all of the stock of RHI which in turn owns all of the stock of RTC and ABI. Until his resignation shortly before the June 26 hearing, Mr. Phelps was the chief executive officer of all three companies. All three of the Debtors' have their offices and production facilities in Mocksville, North Carolina. RHC LLC: Files for Chapter 11 to Stop US Bank Foreclosure --------------------------------------------------------- RHC, LLC, sought Chapter 11 protection on September 27, 2010 in Smyrna, Tennessee (Bankr. M.D. Tenn. Case No. 3-10-bk-10445) Brian Reisinger, staff writer at Nashville Business Journal, reports that RHC LLC filed a Chapter 11 protection to stop a foreclosure action by U.S. Bank. The Company, which has ties to the Smyrna Air Center, listed assets of more than $1 million and at least $3.1 million in liabilities. The Company owes $1 million to owner Robert Fields. According to the Journal, Smyrna Air lost business during the recession, and suffered from poor management decisions made after Mr. Fields ceded control of the company two and a half years ago. Mr. Fields developed a turnaround plan, and began negotiating with vendors. But the U.S. Bank officials would not budge on its foreclosure plans, so the Company filed Chapter 11 to force the bank to the negotiating table. RIH CASINO: Faces Suit Over $960 Million Loan --------------------------------------------- Adam Klasfeld at Courthouse News Service reports that Five Mile Capital sued RIH Casino Resorts, Resorts International Holdings and affiliates in New York County Court for allegedly siphoning off $150 million from a $960 million loan, making their companies insolvent. On Oct. 26, 2006, the casinos borrowed $960 million from J.P. Morgan Chase Bank N.A. to "repay existing loans on the properties," according to the complaint, Courthouse News relates. Courthouse News says the complaint continues: "Recognizing that they would not be able to comply with their obligations under the various agreements, in February 2008, the borrowers improperly transferred more than $150 million through RIH LLC to an RIH LLC affiliate, RIH Casino Resorts LLC ('RIH Casino'). This transfer left the borrower defendants woefully undercapitalized and unable to meet their oblations as they became dues, including those obligations under the loan. "Not surprisingly, the borrower defendants thereafter defaulted on the loan, failing to make interest payments as they became due and failing to repay the outstanding principal. "Plaintiff brings this action to set aside the improper transfers and to recover the damages caused by the defendants' conduct." The transfer left the companies "without sufficient capital to fund operational shortfalls and make necessary improvements," making them insolvent, the complaint states, according to Courthouse News. Named as defendants are RIH Casino Resorts, LLC and RIH LLC (operating out of Los Angeles); RIH Acquisitions IN, LLC and RIH Propco IN, LLC (of East Chicago); RIH Acquisitions MS I, LLC, RIH Propco MS I, LLC, RIH Acquisitions MS II, LLC and RIH Propco MS II, LLC (of Robinsonville, Miss.); and RIH Acquisitions NJ, LLC and RIH Propco NJ, LLC (of Atlantic City, N.J.), Courthouse News discloses. Lead plaintiff Five Mile Capital SPE B LLC, filing for itself and Berkadia Commercial Mortgage LLC, says the $150 million transfer caused the casinos to default on an interest payment on July 9, 2009. Five Mile Capital seeks an accounting and damages for fraudulent transfer. It is represented by Louis Solomon with Haynes and Boone. RIH Casino Resorts, LLC -- http://www.resortscasinos.com/-- through four wholly-owned subsidiaries, owns and operates four hotel-casinos in three separate markets: The Atlantic City Hilton in Atlantic City, New Jersey, Harrah's East Chicago in the Chicagoland gaming market of Northern Illinois, Harrah's Tunica in Tunica, Mississippi and Bally's Saloon Tunica in Tunica, Mississippi. ROBERT MIELL: Sentenced to 240 Months Imprisonment for Fraud ------------------------------------------------------------ The Hon. Mark W. Bennett sentenced Robert Miell to 240 months of imprisonment, followed by three years of supervised release, on mail fraud charges, concurrent sentences of 60 months of imprisonment, followed by three years of supervised release on perjury charges; and concurrent sentences of 36 months of imprisonment, with one year of supervised release, on charges of filing a false tax return. Judge Bennett compared Mr. Miell to Charles Dickens' LITTLE DORRIT (1855-57), where Dickens portrayed a greedy landlord as repeatedly urging his rent collector to "squeeze" the inhabitants of his most squalid property, even though the rent collector believed that he had already "squeezed" them dry. "Although [Mr. Miell's] properties were not squalid, there is nevertheless a disturbingly Dickensian quality to this case: The defendant, who owned hundreds of rental properties in Cedar Rapids and Linn County, Iowa, and, consequently, was himself worth many millions of dollars, engaged in a fraud scheme involving renters' damage deposits over many years to 'squeeze' an extra few hundred dollars each from people that he thought were too economically vulnerable or unsophisticated to contest his claims," according to Judge Bennett. Judge Bennett said Mr. Miell's damage deposit fraud scheme involved creation of fake and inflated invoices for repairs to and cleaning of his rental properties to justify claims and judgments against renters' damage deposits. He also engaged in another fraud scheme to obtain insurance payments for repair of hail damage to the roofs of more than a hundred of his rental properties based on fake or inflated invoices, whether or not the roofs in question had actually been repaired. The defendant pleaded guilty to 18 counts of mail fraud arising from these schemes. He also pleaded guilty to two of three counts of perjury and was convicted by a jury of two counts of filing false tax returns. The case is United States of America, v. Robert Miell, no. CR 07-101 (N.D. Iowa). A copy of the memorandum opinion dated September 27, 2010, is available at: http://www.leagle.com/unsecure/page.htm?shortname=infdco20100927929 Robert Miell owns a rental property company in Cedar Rapids. He filed for Chapter 11 bankruptcy protection in the Northern District of Iowa on May 28, 2009. Jerrold Wanek assisted Mr. Miell in his restructuring efforts. As reported by the Troubled Company Reporter on October 14, 2009, U.S. Bankruptcy Judge Paul Kilburg converted Mr. Miell's Chapter 11 reorganization case to a Chapter 7 liquidation, at the behest of the U.S. Trustee. SEA ISLAND: Plan Confirmation Hearing Scheduled for November 4 -------------------------------------------------------------- The Hon. John S. Dalis of the U.S. Bankruptcy Court for the Southern District of Georgia approved the disclosure statement explaining the Chapter 11 plan for Sea Island Company. The Debtor can now send the Plan to creditors for voting and present the Plan for confirmation in November. Judge Dalis will convene a hearing on November 4, 2010, at 1:00 p.m.(prevailing Eastern Time), to consider the confirmation of the Plan. Objections, if any, are due October 27, at 5:00 p.m. Ballots accepting or rejecting the Plan must be received by the voting agent by 5:00 p.m. (prevailing Eastern Time) on October 29, 2010, in this address: Sea Island Company, Ballot Processing Center c/o Epiq Bankruptcy Solutions LLC F.D.R. Station, P.O. Box 5014 New York, NY 10150-5014 As reported in the Troubled Company Reporter on September 27, under the Plan, the Company is selling its holdings for about $197.5 million to a group affiliated with Oaktree Capital Management LP and Avenue Capital Group, absent higher and better bids for the assets. Procedures call for the submission of competing offers by Oct. 4 and an auction on October 11. 0 Absent higher and better offers at the auction, the Debtor will move seek confirmation of the current version of its proposed Chapter 11 plan at a hearing on Nov. 4, 2010. The Plan is premised upon the sale of the Company's holdings for about $197.5 million. Lenders including Synovus Bank, Bank of America and Bank of Scotland would recoup about $180 million, less than a third of outstanding loans. Unsecured creditors would be paid shares from a pool totaling just $3 million. They include former Sea Island president Dennie McCrary, who is owed about $27 million. The Company estimates that unsecured creditors, at best, would receive about 3 cents per dollar owed to them. A full-text copy of the amended and restated Disclosure Statement is available for free at: http://bankrupt.com/misc/SEAISLAND_AmendedDS.pdf About Sea Island St. Simons Island, Georgia-based Sea Island Company -- http://www.seaisland.com/-- aka Sea Island Shooting School, Sea Island Yacht Club, Sea Island Stables, and Cabin Bluff, is a private resort and real estate development company founded in 1926. Sea Island Company owns and operates Sea Island Resorts, featuring two of the world's most exceptional destinations: the Forbes Five-Star Cloister at Sea Island and The Lodge at Sea Island. Sea Island is filing a Chapter 11 plan based upon an agreement to sell substantially all of its assets to Sea Island Acquisition LP, a limited partnership formed by investment funds managed by the global investment firms Oaktree Capital Management, L.P., and Avenue Capital Group. Sea Island filed for Chapter 11 protection on August 10, 2010 (Bankr. S.D. Ga. Case No. 10-21034). Sarah R. Borders, Esq.; Harris Winsberg, Esq.; Sarah L. Taub, Esq.; and Jeffrey R. Dutson, Esq., at King & Spalding LLP, assists the Debtor in its restructuring effort. Robert M. Cunningham, Esq., at Gilbert, Harrell, Sumerford & Martin PC, is the Debtor's co-counsel. FTI Consulting, Inc., is the Debtor's restructuring advisor. Donald F. Walton, the U.S. Trustee for Region 21, appointed seven members to the official committee of unsecured creditors in the Chapter 11 cases of Sea Island Company, et al. EPIQ Bankruptcy Solutions, LLC, is the Debtor's claims and notice agent. The official committee of unsecured creditors has retained Jordi Guso, Esq. and Berger Singerman, P.A. as its counsel. The Debtor estimated its assets and debts at $500 million to $1 billion as of the Petition Date. Affiliates Sea Island Coastal Properties, LLC; Sea Island Services, Inc.; Sea Island Resort Residences, LLC; Sea Island Apparel, LLC; First Sea Island, LLC; and Sical, LLC, filed separate Chapter 11 petitions on August 10, 2010. SELECTRON MANAGEMENT: E.D.N.Y. Ct. Rejects Involuntary Chapter 7 ---------------------------------------------------------------- The Hon. Dorothy T. Eisenberg dismisses the involuntary Chapter 7 petition against Selectron Management Corporation that was filed on July 8, 2010, by Tai Ham d/b/a Selectron Industrial Company. The judge held that the Petitioning Creditor cannot utilize the bankruptcy process and wield a chapter 7 trustee as a weapon in its attempts to recover on its $762,425 judgment against the Alleged Debtor. The Petitioning Creditor is well within its rights to conduct its own investigation into the Alleged Debtor and Synergy International Optronics, LLC, and take the steps that it deems appropriate in state court or in the Synergy International bankruptcy proceeding. However, the involuntary petition is a two-party dispute, and it is not the function of the bankruptcy court to act as a collection device for judgment creditors. Tai Ham filed the involuntary chapter 7 petition against Selectron (Bankr. E.D.N.Y. Case No. 10-75320) on July 8, 2010, to recover on the Judgment. Among other things, Tai Ham's counsel argued that a bankruptcy case was appropriate because the Alleged Debtor made transfers to a related debtor entity that is currently before the Court, Synergy International Optronics, LLC, Case No. 10-72272. Tai Ham's counsel stated that these transfers were done with the intent to deprive Tai Ham from being able to recover on its judgment. Thus, a chapter 7 trustee should be appointed to investigate the Alleged Debtor. A copy of the Court's decision dated September 27, 2010, is available at: http://www.leagle.com/unsecure/page.htm?shortname=inbco20100927435 SPECIALTY PRODUCTS: Wants Plan Exclusivity Until March 31 --------------------------------------------------------- Specialty Products Holding Corp. said it needs more time to control its Chapter 11 case and sort through the complex asbestos liability issues that pushed it into bankruptcy, Dow Jones' DBR Small Cap reports. According to the report, the company is seeking an extra six months to file a bankruptcy exit plan without the threat of rival proposals from creditors. The report relates that the extension, if approved by a judge, would give Specialty Products exclusive permission to propose a plan until March 31, 2011. The Company would also be able to solicit votes for the plan through May 30, 2011, the report notes. In court papers, the report says, Specialty Products said it had successfully met many of the goals of the initial phase of its case, such as obtaining a $40 million bankruptcy loan. But while the company believes it's making "progress toward a successful reorganization," it still has a multitude of challenges to confront before it's ready to exit bankruptcy, the report adds. 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 $100,000,001 to $500,000,000. 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. STRADELLA INVESTMENTS: Sec. 341(a) Meeting Scheduled for Oct. 27 ---------------------------------------------------------------- The U.S. Trustee for Region 16 will convene a meeting of Stradella Investments, Inc.'s creditors on October 27, 2010, at 1:00 p.m. EDT. The meeting will be held at Room 1-159, 411 W Fourth Street, Santa Ana, CA 92701. 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. San Juan Capistrano, California-based Stradella Investments, Inc., filed for Chapter 11 bankruptcy protection on September 19, 2010 (Bankr. C.D. Calif. Case No. 10-23193). Timothy J. Yoo, Esq., at Levene Neale Bender Rankin & Brill LLP, 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. SUNESIS PHARMACEUTICALS: Granted 180-Day Extension by NASDAQ ------------------------------------------------------------ Sunesis Pharmaceuticals, Inc. received a letter, dated September 28, 2010, from The NASDAQ Stock Market notifying Sunesis that it has been granted an additional 180-day compliance period, or until March 28, 2011, to regain compliance with the $1.00 per share minimum bid price rule for continued listing on The NASDAQ Capital Market, as set forth in NASDAQ Listing Rule 5550(a)(2). The letter states that, pursuant to Listing Rule 5810(c)(3)(A), Sunesis is eligible for an additional compliance period because it meets all other NASDAQ Capital Market initial listing criteria set forth in Listing Rule 5505. The new compliance period is an extension of the initial 180-day period provided for in NASDAQ's deficiency notice to Sunesis, dated March 31, 2010. The NASDAQ letter does not impact Sunesis' listing on The NASDAQ Capital Market at this time and Sunesis' common stock will continue to trade under its current symbol "SNSS" during the additional 180-day compliance period. Sunesis may regain listing compliance by maintaining a closing bid price of its common stock of at least $1.00 per share for a minimum of 10 consecutive business days at any time before March 28, 2011. If, pursuant to Listing Rule 5810(c)(3)(A), Sunesis meets the outlined requirements, NASDAQ will provide written confirmation to Sunesis that it complies with Listing Rule 5550(a)(2), unless NASDAQ exercises its discretion to extend this 10-day period pursuant to Listing Rule 5810(c)(3)(F). If Sunesis is not in compliance following the additional 180-day period, NASDAQ will notify Sunesis that its common stock is subject to delisting. At that time, Sunesis may appeal to a NASDAQ Hearings Panel ("NASDAQ Panel"), and Sunesis would remain listed pending such NASDAQ Panel's decision following a hearing. Sunesis cannot provide any assurances that a NASDAQ Panel will allow Sunesis to remain listed in the event of any appeal. About Sunesis Pharmaceuticals Sunesis -- http://www.sunesis.com/-- is a biopharmaceutical company focused on the development and commercialization of new oncology therapeutics for the treatment of solid and hematologic cancers. Sunesis has built a highly experienced cancer drug development organization committed to advancing its lead product candidate, vosaroxin, in multiple indications to improve the lives of people with cancer. SUNRISE SENIOR: Names Greg Neeb as Chief Investment Officer ----------------------------------------------------------- Sunrise Senior Living announced the promotion of Greg Neeb, Sunrise's chief investment officer, to the position of chief investment and administrative officer, and the appointment of David Haddock to the position of general counsel and secretary. Both appointments will be effective October 1, 2010. "I am very pleased to recognize Greg and David's valuable contributions to Sunrise and we are very pleased that they are taking on these significant new leadership roles," said Mark Ordan, Sunrise's chief executive officer. "They are important members of our strong leadership team, and their increased responsibilities will help us maximize value for our shareholders while we focus on strengthening our organization and fulfilling our mission to champion quality of life for all seniors." "I would also like to thank Lewis Ferguson of Gibson Dunn & Crutcher for his valuable service as acting general counsel. We look forward to continue partnering with him." Mr. Neeb has served as Sunrise's chief investment officer since December 2008. He joined the Company as senior vice president of capital markets and investments in April 2008. Previously, Mr. Neeb served as chief investment officer of The Mills Corporation until the Company was acquired by Simon Property Group and Farallon Capital in 2007. Prior to The Mills, he worked as a manager for real estate consulting firm Kenneth Leventhal & Company. Mr. Neeb is a graduate of the University of Michigan. Mr. Haddock joined Sunrise as associate general counsel in July 2005 and was later named deputy general counsel. Mr. Haddock came to Sunrise from the law firm Baker Botts L.L.P., having previously served as in-house counsel to publicly traded companies and practicing at the law firm Hogan Lovells. Mr. Haddock is a graduate of Princeton University and the University of Virginia School of Law. SUREFIL LLC: Completes $4.5-Mil. Sale of Assets to Currie --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Surefil LLC completed the sale of its assets to a company led by Bill Currie, the chairman of Universal Forest Products Inc. The sale for $4.5 million was approved this month by the bankruptcy court. Surefil is a Grand Rapids, Mich. based company dedicated to providing custom filling solutions to the personal care, homecare, oral, medical and beverage industries. Surefil provides formulation support and manufacturing. Surefil, LLC, filed for Chapter 11 protection on June 8, 2009 (Bankr. W.D. Mich. Case No.: 09-06914). Surefil Properties, LLC, also filed for Chapter 11 (Case No. 09-06916). Harold E. Nelson, Esq., at Nantz, Litowich, Smith & Girard, serves as bankruptcy counsel. Surefil LLC estimated assets at up to $10 million and debts at up to $50 million. SURMAI LEE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Surmai Catherine Lee 300 Woodette Drive, Apartment 502 Dunedin, FL 34698 Bankruptcy Case No.: 10-39168 Chapter 11 Petition Date: September 27, 2010 Court: U.S. Bankruptcy Court Southern District of Florida (Fort Lauderdale) Debtor's Counsel: Henry N. Portner, Esq. 1001 W. Indiantown Road, # 105 Jupiter, FL 33458 Tel: (561) 400-0027 E-mail: attatlaw@hotmail.com Scheduled Assets: $1,756,654 Scheduled Debts: $2,534,072 A list of the Debtor's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flsb10-39168.pdf TAYSEER QUTOB: Case Summary & 9 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Tayseer N. Qutob 4095 Heron Road Fremont, CA 94555 Bankruptcy Case No.: 10-71084 Chapter 11 Petition Date: September 27, 2010 Court: U.S. Bankruptcy Court Northern District of California (Oakland) Judge: Randall J. Newsome Debtor's Counsel: Scott J. Sagaria, Esq. LAW OFFICES OF SCOTT J. SAGARIA 333 W. San Carlos Street, #1700 San Jose, CA 95110 Tel: (408) 279-2288 E-mail: sjsagaria@sagarialaw.com Scheduled Assets: $4,196,840 Scheduled Debts: $3,070,673 A list of the Debtor's nine largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb10-71084.pdf Debtor-affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Sawson N. Qutob 10-58318 08/11/10 TENET HEALTHCARE: Fitch Issues Recovery Rating Review ----------------------------------------------------- Fitch Ratings has issued its Recovery Rating review of the U.S. Healthcare sector. This review includes an analysis of valuation multiples, EBITDA discounts applied, and detailed recovery worksheets for issuers with a Fitch Issuer Default Rating of 'B+' or lower in this sector. The issuers included in this report are: -- Community Health Systems, Inc. -- HCA, Inc. -- Health Management Associates, Inc. -- Tenet Healthcare Corp. Recovery analysis is considered for all companies, but notching of those with IDRs above 'B+' will continue to be heavily influenced by broader historical recovery patterns. For companies with an IDR of 'B+' or below, explicit Recovery Ratings are assigned. THINKFILM LLC: Ch. 11 Trustee Wants to Depose Las Vegas Sands ------------------------------------------------------------- Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review, reports that Chapter 11 trustee Ronald L. Durkin wants to question Las Vegas Sands Corp., over the gambling habits of film financier David Bergstein. DBR says Mr. Durkin filed his request in bankruptcy court Tuesday seeking approval to depose Las Vegas Sands on Oct. 26 in connection with a lawsuit a Las Vegas Sands affiliate filed against Mr. Bergstein last year. DBR notes Mr. Durkin has been appointed by the bankruptcy court to take charge of five Bergstein-controlled companies that creditors sought to push into bankruptcy earlier this year. His appointment is temporary, until a judge can make a final ruling as to whether the bankruptcies should proceed. DBR says, according to Mr. Durkin, the lawsuit, filed in a Nevada district court, accused Mr. Bergstein of breach of contract. While Mr. Durkin said a confidentiality order bars him from providing specifics, he said he has "reason to believe that the payment of some or all of Bergstein's debt to the Sands entities came from the alleged debtors or affiliates of the alleged debtors." DBR relates Mr. Durkin said if Mr. Bergstein did use the funds of his companies, like film distributor Thinkfilm LLC, to pay his debts, then there may be grounds to file lawsuits to recover those funds. Under bankruptcy law, companies can recoup money they paid out in the months before their bankruptcies if such payments made them insolvent or were fraudulent. In addition to questioning Sands officials, Mr. Durkin also wants to peruse any documents the company may have about its transactions with Mr. Bergstein -- including receipts of money he paid the Sands casinos, communications regarding Mr. Bergstein's failure to pay or delay in doing so, the source of funds he used to pay gambling debts and any applications to extend credit to Bergstein. About CapCo et al. CapCo Group LLC and four other companies controlled by David Bergstein are part of a wider network of entities that distribute and finance films. Among the approximately 1,300 films they have the rights to are "Boondock Saints" and "The Wedding Planner." Several creditors filed for involuntary Chapter 11 against the companies on March 17, 2010 -- CT-1 Holdings LLC (Bankr. C.D. Calif. Case No. 10-19927); CapCo Group, LLC (Bankr. C.D. Calif. Case No. 10-19929); Capitol Films Development LLC (Bankr. C.D. Calif. Case No. 10-19938); R2D2, LLC (Bankr. C.D. Calif. Case No. 10-19924); and ThinkFilm LLC (Bankr. C.D. Calif. Case No. 10- 19912). Judge Barry Russell presides over the cases. The Petitioners are represented by David L. Neale, Esq., at Levene Neale Bender Rankin & Brill LLP. THOMPSON PUBLISHING: Wants to Sell Substantially All of Assets -------------------------------------------------------------- Thompson Publishing Holding Co., Inc., et al., ask for authorization from the U.S. Bankruptcy Court for the District of Delaware to sell substantially all of the Debtors' assets free and clear of liens, claims, encumbrances, and interests. The first lien lenders decided to submit a credit bid for the Debtors' business. The Potential Purchaser entered into an asset purchase agreement with the Debtors. A copy of the agreement is available for free at http://bankrupt.com/misc/THOMPSON_apa.pdf The First Lien Lenders will provide (a) a credit bid in the amount of $42,000,000; (b) cash in an amount sufficient for (i) the repayment of outstanding obligations under a DIP facility, (ii) payment of the cure costs, and (iii) without duplication, payment of any carve-out and any additional amounts payable pursuant to and in accordance with a wind-down budget; and (c) assumption of certain of the Debtors' liabilities. The Potential Purchaser also has the option to assume certain of the Debtors' accounts payable incurred in the ordinary course of business prior to the Petition Date by designating the accounts payable five business days prior to the auction or seven business days before the sale hearing. The Debtors propose to subject the sale of the assets to an auction process with the stalking horse purchase agreement serving as basis for any competing bids. The Debtors have filed with the Court their proposed bidding procedures, a copy of which is available for free at: http://bankrupt.com/misc/THOMPSON_biddingprocedures.pdf Competing bids, to be qualified, must exceed the Potential Purchaser's offer by $250,000. Each bid must be accompanied with a certified or bank check or wire transfer in an amount equal to 10% of the purchase price stated in the bid. The Debtors, with the consent of the first lien agent and after consultation with the committee, will determine whether a bid for less than substantially all of the Debtors' assets qualifies as a qualified partial bid. This bid must be accompanied with a certified or bank check or wire transfer in an amount equal to 20% of the purchase price stated in the bid. The bidding at the auction will start at the purchase price stated in the starting qualified bid -- to be determined by the Debtors, with the consent of the first lien agent and after consultation with the committee -- and then continue in minimum increments of $250,000. Objections to the Debtors' request for court approval to sell their assets must be filed by October 7, 2010, at 4:00 p.m. (ET). A final hearing on the Debtors' request is set for October 12, 2010, at 12:00 p.m. (ET). About Thompson Publishing Washington, DC-based Thompson Publishing Holding Co., Inc., filed for Chapter 11 bankruptcy protection on September 21, 2010 (Bankr. D. Del. Case No. 10-13070). Alissa T. Gazze, Esq., Chad A. Fights, Esq., and Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, LLP, assist the Debtor in its restructuring effort. The Debtor estimated its assets at $10 million to $50 million and debts at $100 million to $500 million as of the Petition Date. Affiliates TPG AES Holding Co, Inc. (Bankr. D. Del. Case No. 10- 13072), Alex eSolutions, Inc. (Bankr. D. Del. Case No. 10-13074), AHC Media LLC (Bankr. D. Del. Case No. 10-13073), Thompson Publishing Group, Inc. (Bankr. D. Del. Case No. 10-13071), The Performance Institute, Inc. (Bankr. D. Del. Case No. 10-13075), and Thompson Publishing Development, LLC (Bankr. D. Del. Case No. 10-13076) filed separate Chapter 11 petitions. THOMPSON PUBLISHING: Wins Approval for $750,000 Interim Loan ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Thompson Publishing Holding Co. secured interim approval for $750,000 in financing. At an Oct. 12 hearing, Thompson will be asking the bankruptcy judge in Delaware to give final approval for a $3 million credit. According to the report, at the Oct. 12 hearing, Thompson will also be asking for approval of auction and sale procedures where the business would be sold to first-lien lenders in exchange for secured debt. The loan agreement requires having approval of the auction process within 20 days of the Chapter 11 filing. The auction itself must take place within 45 days of the bankruptcy filing. At auction, the first bid will come from the first-lien lenders under contract to buy the business in exchange for $42 million in secured debt. The buyer will assume liabilities on subscriptions and obligations to employees. About Thompson Publishing Thompson Publishing Holding Co. Inc., which produces books on regulatory trends and how they affect businesses and government, sought bankruptcy protection from creditors (Bankr. D. Del. Case No. 10-13070). Thompson is majority owned by Avista Capital Partners, which bought a 50 percent stake in the company for $130 million in 2006. Thompson estimated assets of $10 million to $50 million and debts of $100 million to $500 million in its Chapter 11 petition. Six affiliates, including Thompson Publishing Group, Inc., filed separate Chapter 11 petitions. Alissa T. Gazze, Esq., Chad A. Fights, Esq., and Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, LLP, assist the Debtors in their restructuring effort. THOMPSON PUBLISHING: Wants to Hire James Loughlin as CRO -------------------------------------------------------- Thompson Publishing Holding Co., Inc., et al., ask for authorization from the U.S. Bankruptcy Court for the District of Delaware to employ James J. Loughlin, Jr., of Loughlin Meghji + Company Associates, Inc., as chief restructuring officer. Mr. Loughlin will, among other things: a. lead the Chapter 11 restructuring process to include day- to-day management of advisors, budgets, plans and milestones; b. represent the interests of the Debtor during court proceedings and hearings; c. attend board meetings and report progress, options and recommendations to the Debtors' board; and d. assist the Debtors in negotiations with the lenders by, among other things, providing the required analysis and participating in presenting the materials. LM+Co Associates will be paid $200,000 per month. The Debtors will pay LM+Co Associates a contingent value added fee of $350,000 to be awarded and paid upon the consummation of a plan of reorganization from the Debtors, and the consummation of the sale of the Debtors' assets. The Debtors will pay LM+Co Associates a retainer in the amount of $200,000. James J. Loughlin, Jr., LM+Co Associates' principal and managing director, assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Washington, DC-based Thompson Publishing Holding Co., Inc., filed for Chapter 11 bankruptcy protection on September 21, 2010 (Bankr. D. Del. Case No. 10-13070). Alissa T. Gazze, Esq., Chad A. Fights, Esq., and Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, LLP, assist the Debtor in its restructuring effort. The Debtor estimated its assets at $10 million to $50 million and debts at $100 million to $500 million as of the Petition Date. Affiliates TPG AES Holding Co, Inc. (Bankr. D. Del. Case No. 10- 13072), Alex eSolutions, Inc. (Bankr. D. Del. Case No. 10-13074), AHC Media LLC (Bankr. D. Del. Case No. 10-13073), Thompson Publishing Group, Inc. (Bankr. D. Del. Case No. 10-13071), The Performance Institute, Inc. (Bankr. D. Del. Case No. 10-13075), and Thompson Publishing Development, LLC (Bankr. D. Del. Case No. 10-13076) filed separate Chapter 11 petitions. THOMPSON PUBLISHING: Gets Okay to Hire Epiq as Bankruptcy Counsel ----------------------------------------------------------------- Thompson Publishing Holding Co., Inc., et al., sought and obtained authorization from the Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware to employ Epiq Bankruptcy Solutions, LLC, as claims, noticing, and balloting agent. Epiq will, among other things: a. prepare and serve required notices in the Debtors' Chapter 11 cases; b. maintain copies of proofs of claims and proofs of interest filed in the Debtors' bankruptcy cases; c. maintain a separate claims register for each debtor in jointly administered cases; and d. file a quarterly updated claims register wit the Court in alphabetical and numerical order. The hourly rates of Epiq's personnel are: Clerk $40-$50 Case Manager (Level 1) $125-$175 IT Programming Consultant $140-$190 Case Manager (Level 2) $185-$220 Senior Case Manager $225-$275 Senior consultant $295 A copy of Epiq's service agreement with the Debtors is available for free at http://bankrupt.com/misc/THOMPSON_claimsagentpact.pdf Daniel C. McElhinney, Epiq's executive director, assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Washington, DC-based Thompson Publishing Holding Co., Inc., filed for Chapter 11 bankruptcy protection on September 21, 2010 (Bankr. D. Del. Case No. 10-13070). Alissa T. Gazze, Esq., Chad A. Fights, Esq., and Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, LLP, assist the Debtor in its restructuring effort. The Debtor estimated its assets at $10 million to $50 million and debts at $100 million to $500 million as of the Petition Date. Affiliates TPG AES Holding Co, Inc. (Bankr. D. Del. Case No. 10- 13072), Alex eSolutions, Inc. (Bankr. D. Del. Case No. 10-13074), AHC Media LLC (Bankr. D. Del. Case No. 10-13073), Thompson Publishing Group, Inc. (Bankr. D. Del. Case No. 10-13071), The Performance Institute, Inc. (Bankr. D. Del. Case No. 10-13075), and Thompson Publishing Development, LLC (Bankr. D. Del. Case No. 10-13076) filed separate Chapter 11 petitions. TMJ IMPLANTS: Crocker Ventures Acquires Firm -------------------------------------------- Crocker Ventures has acquired TMJ Implants of Golden, Colo., the leading manufacturer of implants for the treatment of temporomandibular joint (TMJ) disorder. As part of the acquisition, a new production facility is being constructed in Golden and will be completed this fall. It will house manufacturing, order processing, and customer service for the company, while sales, marketing and administration will be conducted from Salt Lake City, where Crocker Ventures is headquartered. The company's Colorado employees will continue to produce the high-quality joint replacement prosthesis for which TMJ Implants has become known. "TMJ Implants has proven to have the best implant products on the market and a solid position and reputation as a leader in the industry," said Gary Crocker, president of Crocker Ventures. "Combining the strength of the production team with new ownership, a fresh management lineup and substantial investment in the new facility enables us to keep the very best attributes of TMJ Implants, while ensuring the company will grow and prosper in the near and distant future." Crocker Ventures purchased the company out of bankruptcy after it was caught over-leveraged in the economic downturn. In the acquisition, announced to coincide with the annual meeting and scientific sessions of the American Association of Oral and Maxillofacial Surgeons, Crocker Ventures saw a rare opportunity. "Here was an excellent medical device and a top-notch team of employees simply caught in a bad circumstance," Crocker said. "We feel fortunate we were able to step in." No reductions in the company's work force are planned. TMJ Implants makes and sells the renowned Christensen TMJ Prosthesis System for the treatment of temporomandibular joint disorder. The joint is a small hinge that allows the lower jaw to move, and as with other joints such as the knee and hip, sufficient deterioration or trauma can require joint replacement. TMJ disorders express themselves in a variety of forms, including earache, jaw pain, difficulty opening the mouth and other symptoms. Focused on patient needs and surgeon flexibility, TMJ Implants offers unparalleled options for temporomandibular joint repair. These include implants in either standardized stock components, or customized, patient-specific versions of the product. Also, implants are available as either partial or total joint replacements. Notably, TMJ Implants is the only company to offer a partial replacement prosthesis for TMJ disorders, which allows for a simpler and less-invasive procedure when surgeons determine a total joint replacement is not needed and a more conservative approach is called for. When construction of the new production facility is complete, the company will reinitiate production and expects to be able to take orders for delivery in the fourth quarter 2010. About Crocker Ventures Crocker Ventures -- http://www.crockerventures.com/-- is an independent, privately-held life science and healthcare investment firm that funds promising seed- and early-stage life science technology companies in four primary areas: diagnostics, biotechnology/pharmaceuticals, drug delivery, and medical devices. We are committed to identifying companies with strong intellectual property positions and significant growth potential that meet large, unmet market needs, and providing them with the capital and operating perspective they need to reach their full potential. TONGJI HEALTHCARE: Posts $170,300 Net Loss in June 30 Quarter ------------------------------------------------------------- Tongji Healthcare Group, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $170,272 on $463,696 of revenue for the three months ended June 30, 2010, compared with a net loss of $74,128 on $443,106 of revenue for the same period last year. The Company had an operating loss of $157,158 during the three months ended June 30, 2010, compared with an operating loss of $11,855 during the comparable period last year. The Company has an accumulated deficit of $667,151 as of June 30, 2010 and the Company is in default of the terms of Senior Security Note, as of June 30, 2010. The Company's balance sheet as of June 30, 2010, showed $5.9 million in total assets, $6.0 million in total liabilities, and a stockholders' deficit of $109,296. As reported in the Troubled Company Reporter on April 22, 2010, Kabani & Company, Inc., in Los Angeles, expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that of the Company's significant operating losses and insufficient capital. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?6bd4 About Tongji Healthcare Based in Nanning, Guangxi, the People's Republic of China, Tongji Healthcare Group, Inc., was incorporated in the State of Nevada on December 19, 2006. The Company operates Tongji Hospital, a general hospital with 105 licensed beds. TRANSDIGM GROUP: McKechnie Deal Cues Fitch's Negative Watch ----------------------------------------------------------- Fitch Ratings has placed the ratings for TransDigm Group Inc. and its indirect subsidiary TransDigm, Inc., on Rating Watch Negative following the company's announcement that it will acquire McKechnie Aerospace Holdings from JLL Partners for $1.27 billion in cash. The pending acquisition is to be financed with senior and subordinated debt and is expected to close by the end of calendar year 2010. The ratings cover approximately $1.8 billion of outstanding debt, which would rise to approximately $3 billion if the transaction is completed. A complete list of Fitch's ratings follows at the end of this release. Fitch believes the transaction would be a good business fit with TDG's existing businesses, enhancing TDG's existing strength in the commercial aerospace aftermarket and adding to the company's portfolio of proprietary products. However, there are several concerns regarding the acquisition, including higher debt levels, integration risks, and the price. Fitch estimates that pro forma leverage (gross debt to EBITDA) will be in the range of 5.9 times to 6.3x at year-end. Fitch calculates that the acquisition price is 12.5x to 13.0x estimated 2010 EBITDA. Both the pro forma leverage and acquisition price estimates could improve depending on financial performance in the second half of 2010 and 2011, as well as TDG's success in reducing costs. Fitch will complete its review of the ratings when the pending deal closes and final details about acquisition financing are disclosed. If a negative rating action occurs, Fitch expects that the action would be limited to a one notch downgrade of the Issuer Default Ratings. Alternatively, growth in the commercial aerospace industry combined with successful cost reductions could lead to a ratings affirmation. The recovery ratings of the various debt classes within the capital structure could change depending on the mix of senior and subordinated debt ultimately used to finance the transaction. TDG's ratings are supported by the company's high profit margins, low capital expenditures and the resulting strong cash flow. The ratings are also supported by TDG's liquidity position, including a favorable debt maturity schedule. TDG benefits from its diverse portfolio of products for a variety of commercial and military platforms/programs; its role as a sole source provider for the bulk of its sales; military sales that help to offset the cyclicality of the commercial aerospace market; and management's history of successful acquisitions and subsequent integration. Concerns include the company's long term financial strategy and weak collateral support for the secured bank facility in terms of asset coverage. Commercial aerospace cyclicality is also a concern. Parts of the commercial aerospace market have been soft in the past 18 months, particularly the aftermarket business (about 40% of TDG's fiscal year 2009 [FY09] sales), but air traffic has grown for the past several months, supporting Fitch's expectation that the aftermarket will recover in the second half of calendar 2010. The Recovery Ratings and notching in the debt structure reflect Fitch's recovery expectations under a scenario in which distressed enterprise value is allocated to the various debt classes. The expected recovery for bank debt holders remains 'RR1', indicating recovery of 91%-100%. The senior subordinated notes are 'RR4' which reflects expectation of recovery in the 31%-50% range. TDG continues to generate strong EBITDA margins. At the end of the third quarter of fiscal 2010, margins for the last 12 months were 46.4% versus 47.7% in FY09 and 45.5% in FY08. EBITDA for the LTM was $372 million which was slightly below EBITDA of $363 million in FY09. The company has successfully executed its strategy of integrating new businesses which focus on proprietary components. TDG has been able to maintain and expand margins due to several factors including the company's position as a sole source provider for 80% of sales in FY09; a large proportion of aftermarket sales (about 60% of sales) which earn robust margins; high barriers to entry as the result of certification costs for aircraft components; and the proprietary nature of roughly 95% of the product offerings. A dedicated focus on cost containment and productivity improvements has also strengthened margins. For the most recent LTM, TDG generated negative free cash flow of $195 million as a result of a $404 million special dividend to shareholders. In FY09, FCF was $184 million (13.3% of adjusted debt) and in the prior fiscal year it was $179 million (12.9%). Free cash generation is typically solid with FCF/adjusted debt in the high single digit to low double digit percentage range. The business is not capital intensive, which also helps support free cash generation. Capital expenditures tend to be less than 2% of sales per year. TDG had debt of $1.8 million compared to revenues of $802 million for the most recent LTM. Debt increased by $425 million since a new bond offering was completed to fund the special dividend during the first quarter of fiscal 2010. With the additional debt, leverage (debt to EBITDA) rose to 4.8x in the LTM versus 3.7x at the end of fiscal 2009. Historically, leverage shows a pattern coinciding with the company's acquisition strategy: leverage rises after an acquisition and then gradually moves down as earnings increase. Large debt repayments have not been typical in the past several years and Fitch does not anticipate seeing them given the company's financial strategy. Furthermore, the company has the ability to deploy its cash for share repurchases. A $50 million share repurchase program was announced in October 2008. The credit agreement contains only one financial covenant. The consolidated secured debt ratio can be no greater than 4.5x beyond Dec. 31, 2008 and Fitch calculates it was approximately 2.1x at the end of the recent quarter. TDG has acquired 28 businesses since 1993, including two in fiscal 2010. Over the last four fiscal years, TDG has averaged $211 million per year on acquisitions. Management has a solid record of integrating acquisitions profitably. TDG generates more than 65% of its revenue from commercial aerospace and the majority of that is from the highly profitable commercial aerospace aftermarket which Fitch believes should recover in the second half of calendar year 2010. This is also in line with management's projections. In fiscal 2010, TDG expects to see revenues from defense to be flat, which is consistent with Fitch's expectations for U.S. defense spending. TDG's revenue breakdown in FY09 was: 40% commercial aftermarket, 19% defense aftermarket, 1% other aftermarket, 25% commercial original equipment manufacturer, 13% defense OEM, and 2% other OEM. At the end of the third quarter of fiscal 2010, the company had ample liquidity in the amount of $456 million which consisted of $258 million of cash and $198 million on its revolving credit facility. TDG does not have any material pension liabilities. There are no near-term debt maturities. In June 2012, the company's undrawn $200 million revolver expires. In 2013, the term loan matures. In 2014, $1 billion of senior subordinated notes mature. Fitch places these ratings on Rating Watch Negative: TDG: -- Long-term IDR 'B'. TDI: -- IDR 'B'; -- Senior secured revolving credit facility 'BB/RR1'; -- Senior secured term loan 'BB/RR1'; -- Senior subordinated notes 'B/RR4'. TRICO MARINE: Loses Bid to Refinance Debt with DIP Loans -------------------------------------------------------- Carla Main at Bloomberg News reports that Trico Marine Services Inc. was denied court permission to refinance $25 million in debt while it reorganizes in bankruptcy. According to the report, U.S. Bankruptcy Court Judge Brendan Linehan Shannon said he didn't know enough about how refinancing the debt to Tennenbaum Capital Partners LLC would affect lower- ranking creditors. Tennenbaum required Trico to refinance what it's owed as a condition for an additional $10 million loan. Trico Marine, Bloomberg relates, has already received interim court permission to borrow the $10 million, but needs final approval to convert the older, Tennenbaum-funded loan to new debt with new collateral protections. The company has already received the $10 million on interim approval, and has enough cash to maintain operations, company attorney Robert Dehney said in an interview with Bloomberg. The official committee of unsecured creditors filed objections to the proposed 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 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 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. The Official Committee of Unsecured Creditors selected Kasowitz, Benson, Torres & Friedman LLP as its counsel. TRONOX INC: Management Plan Outline Approved by Court ----------------------------------------------------- Tronox, Inc., and its debtor affiliates notify parties-in-interest that the Disclosure Statement describing their Chapter 11 Plan of Reorganization has been approved by Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern District of New York as containing "adequate information" within the meaning of Section 1125 of the Bankruptcy Code at a hearing held on September 23, 2010. "It appears to me that the disclosure statement is in fact very direct and very plain with regard to the summary of treatment of claims and equity interests," Bloomberg News quoted Judge Gropper as saying. The Court's order, however, is subject to entry of an appropriate form of order after parties have an opportunity to review the amended Plan, Disclosure Statement, and the related Solicitation Procedures Order, the Debtors said. Judge Gropper also put off until September 29 or such other time it may direct the hearing on whether the disclosure statement explaining the alternative reorganization plan filed by the Official Committee of Equity Security Holders will be approved. Debtors Amend Plan & Disclosure Statement Accordingly, the Debtors filed amended versions of the First Amended Plan and accompanying Disclosure Statement and Solicitation Procedures Order to, among other things, add or modify certain language to reflect resolutions reached with objecting parties at the Disclosure Statement Hearing and to reflect comments received from other parties-in-interest. Changes include a change in the description of "Released Parties," which now include: (a) Tronox and Reorganized Tronox; (b) the current directors and officers of the Tronox Debtors in place as of July 7, 2010; (c) all current and former members of the Official Committee of Unsecured Creditors; (d) the Backstop Parties; (e) the parties to the Equity Commitment Agreement dated December 20, 2009; (f) the agents and lenders under each of the Prepetition Facilities, the Original DIP Facility and the Replacement DIP Facility solely in connection with such facilities; (g) the Environmental Response Trustees; (h) if Class 8 votes to accept the Plan, all current and former members of the Official Committee of Equity Security Holders; (i) with respect to each of the foregoing Entities, their subsidiaries, Affiliates, members, officers, directors, managing directors, managers, controlling persons, agents, financial advisors, accountants, investment bankers, consultants, attorneys, employees, partners and representatives; (j) the Nevada Parties and any other Government Environmental Entity that is party to the Environmental Claims Settlement Agreement; and (k) the United States and its agents, attorneys and financial advisors. The First Amended Plan states that nothing in the Plan, the Plan Supplement or any document related thereto will in any way release any claim against or liability of these parties, who are not Released Parties: * Lehman Brothers Holdings Inc., * Ernst & Young LLP, * Kerr-McGee Corporation and Anadarko Petroleum Corporation and their officers, directors, employees, advisors, attorneys, professionals, accountants, investment bankers, consultants, agents and other representatives. Nothing in the Plan, the Plan Supplement or any document related thereto will in any way release any individuals who were former directors or officers of the Tronox Debtors or their subsidiaries and also were or currently are directors or officers of Kerr- McGee or Anadarko. Nothing in the Plan or Confirmation Order will discharge, release or preclude (i) any liability to the Securities and Exchange Commission that is not a Claim and (ii) any liability to the SEC on the part of any Person or Entity that is not a Tronox Debtor or a Reorganized Tronox Debtor. For the convenience of parties-in-interest, the Debtors submitted blackline comparisons of the First Amended Plan and Disclosure Statement, marked against versions filed on September 22, 2010. In addition, the Debtors attached a blackline comparison of the Amended Solicitation Procedures Order, marked against the version filed on September 1, 2010. Copies of the blacklined Plan, Disclosure Statement, and Amended Solicitation Procedures Order are available for free at: http://bankrupt.com/misc/TrnxPlan9-23.pdf http://bankrupt.com/misc/TrnxDS9-23.pdf http://bankrupt.com/misc/TrnxAmSolProcOrd.pdf Previous Plan and Disclosure Statement Versions As previously reported, on September 1, 2010, the Debtors submitted a proposed First Amended Plan and Disclosure Statement. On September 21, 2010, the Debtors submitted a revised version of the First Amended Plan and Disclosure Statement to reflect events that have transpired since September 1. Revisions to the September 21 Plan include: -- a clearer definition of "asbestos claims," which means, "collectively, any Tort Claims, or allegation or portion thereof against, or any debt, liability or obligation of, any Tronox Debtor or Non-Debtor Affiliate resulting directly or indirectly from alleged injury to a person or property from asbestos exposure or release, including all claims for indemnification or contribution relating to alleged injury from asbestos exposure or release, whether or not such alleged injury was known or had manifested as of Confirmation, to the extent arising, directly or indirectly, from acts, omissions, business or operations of any Tronox Debtor including all retained claims, debts, obligations or liabilities for compensatory damages (such as loss of consortium, medical monitoring, personal or bodily injury, wrongful death, survivorship, proximate, consequential, general and special damages;" -- a clarification that the claims objection bar date is not applicable to tort claims because they will be allowed or disallowed for distribution purposes in accordance with the "Tort Claims Trust Distribution Procedures;" and -- a clearer definition of the Exit Credit Agreement, which means "one or more credit agreements governing the Exit Financing, in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time, including the Replacement DIP Agreement from and after the Effective Date, to the extent the Replacement DIP Facility is converted into all or a portion of the Exit Financing in accordance with the terms of the Replacement DIP Agreement." The September 21 Plan also added more details and greater explanation regarding the Debtors' Exit Financing. In its latest version, the Debtors explain that if all or any portion of the Replacement DIP Facility is converted into all or any portion of the Exit Financing in accordance with the terms of the Replacement DIP Agreement, then on the effective date of the Plan and without further notice to or order or other approval of the Court, except for the Confirmation Order and as otherwise required by the Replacement DIP Documents: (a) Reorganized Tronox will assume the Replacement DIP Agreement and the other Replacement DIP Documents, and without limiting the foregoing, Reorganized Tronox will assume the Replacement DIP Facility Claims on the terms and conditions set forth in the Replacement DIP Documents, which from and after the Effective Date will constitute Exit Credit Documents; (b) all Replacement DIP Documents, as Exit Financing Credit Documents, will remain in full force and effect on and after the Effective Date, and all Liens, rights, interests, duties and obligations thereunder will be will survive the Effective Date and will continue to secure all Replacement DIP Facility Claims assumed by Reorganized Tronox and all other obligations under the Exit Credit Documents. All Liens and security interests granted pursuant to the Replacement DIP Documents to the Replacement DIP Agent or the lenders under the Replacement DIP Documents and all other Liens and security interests granted pursuant to the Exit Credit Documents will be (i) valid, binding, perfected and enforceable Liens and security interests in the personal and real property described in the documents, with the priorities established in respect thereof under applicable non- Bankruptcy Law and (ii) not subject to avoidance, recharacterization or subordination under any applicable law; and (c) Reorganized Tronox will, and is authorized to, enter into and perform and to execute and deliver a certain "Accession and Novation Agreement," instruments or documents reasonably asked by the Replacement DIP Agent to evidence or effectuate the conversion of the Replacement DIP Facility to all or part of the Exit Financing in accordance with the terms of the Replacement DIP Documents. Reorganized Tronox will pay, as and when due, all fees and expenses and other amounts provided under the Exit Credit Documents. Blacklined copies of the September 21 Plan and Disclosure Statement are available for free at: http://bankrupt.com/misc/TrnxPlan9-21.pdf http://bankrupt.com/misc/TrnxDS9-21.pdf Equity Committee Comments The Equity Committee noted that under the terms of the September 21 Plan, holders of equity interests are now a class entitled to voted because they may receive distribution. The Equity Committee said that it does not support the September 21 Plan and, in particular, the estimation of the Debtors' enterprise value incorporated therein. On behalf of the Equity Committee, Craig A. Barbarosh, Esq., at Pillsbury Winthrop Shaw Pittman LLP, in New York, contended that it is critical that it be made clear to holders of Equity Interests that the Official Committee appointed to represent the interests of public shareholders in these cases does not support the Debtors' Plan and believes that the holders of Equity Interests should vote to reject the Debtors' Plan. To ensure adequate disclosure to holders of Equity Interests, the Equity Committee asserted that the Solicitation Packages to be mailed to holders of Equity Interests include a notice from the Equity Committee explaining the Equity Committee's views. Alternatively, if the Court approves the Disclosure Statement with respect to the Equity Committee's alternative Disclosure Statement, the Equity Committee Disclosure Statement is distributed contemporaneously with the Debtors' Disclosure Statement, the Equity Committee suggests. Tronox Submits Further Revised Plan and Disclosure Statement To reflect comments received from stakeholders, the Debtors submitted further revisions the September 21 Plan and Disclosure Statement on September 22, 2010. Changes include revisions to the meanings of: (a) Exit Credit Agreement -- which means one or more credit agreements governing the Exit Financing, in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time, including the Replacement DIP Agreement from and after the Effective Date, to the extent the Replacement DIP Facility is converted into all or a portion of the Exit Financing in accordance with the terms of the Replacement DIP Agreement; and (b) Exit Credit Documents -- which means all loan and security documents relating to the Exit Financing, in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time. For avoidance of doubt, if the Replacement DIP Facility is converted into all or a portion of the Exit Financing in accordance with the terms of the Replacement DIP Agreement, the term "Exit Credit Documents" will mean all "Credit Documents" as defined in the Replacement DIP Agreement from and after the Effective Date and all other agreements, instruments or documents, in form and substance acceptable to the Replacement DIP Agent, to evidence or effectuate the conversion of the Replacement DIP Facility into all or a portion of the Exit Financing. The September 22 Plan and Disclosure Statement also clarified that general administrative claims include cure claims, other than a professional fee claim, provided that: -- as a result of the Environmental Claims Settlement Agreement, any Environmental Claims that are administrative claims will be treated exclusively as set in the Environment Claims Settlement Agreement and will not be considered General Administrative Claims; and -- to the extent the Replacement DIP Facility Claims are converted into the Exit Financing in accordance with the terms of the Replacement DIP Agreement, the converted Replacement DIP Facility Claims will be exclusively treated as set forth in the applicable Exit Credit Documents and other related loan and security documents and will not be considered General Administrative Claims. The Debtors removed all traces about the new convertible preferred stock which are supposed to be issued on the Plan effective date to the Backstop Parties, in exchange for $15,000,000 in cash. Blacklined copies of the September 22 Plan and Disclosure Statement are available for free at: http://bankrupt.com/misc/TrnxPlan9-22.pdf http://bankrupt.com/misc/TrnxDS9-22.pdf Creditors' Committee Supports Debtors' Plan The Official Committee of Unsecured Creditors submitted with the Court in a form of a letter in support of the Debtors' Disclosure Statement and Chapter 11 Plan. The Letter described briefly the negotiations surrounding the terms of the Debtors' Plan, directs unsecured creditors' attention to certain provisions and aspects of the Debtors' Disclosure Statement and Plan for their review and consideration prior to voting, and encourages unsecured creditors to vote in favor of the Debtors' Plan. A full-text copy of the Letter is available for free at: http://bankrupt.com/misc/TrnxCComLttrSupp.pdf Equity Committee vs. Debtor Plan Early this month, the Official Committee of Equity Security Holders of Tronox Inc. delivered to the U.S. Bankruptcy Court for the Southern District of New York an alternative Chapter 11 Plan of Reorganization for the Debtors. The Equity Committee said its Plan provides greater recoveries for Tronox stakeholders. Among the differences between the Equity Committee Plan and the most recent version of the Debtors' Plan are: * The Equity Committee Plan is based on a valuation range of $1.2 to 1.3 billion, with a midpoint of $1.25 billion. The Debtors' First Amended Plan estimates the total enterprise value of Reorganized Tronox at 975 million to $1.150 billion, with a midpoint of $1.063 billion. * Both the Equity Committee Plan and the Debtors' Plan are employing a rights offering process. In both the Equity Committee Plan and the Debtors' Plan, all holders of General Unsecured Claims and all Holders of Indirect Environmental Claims will be given the opportunity to participate a rights offering to purchase new equity in the reorganized company. Unlike the Debtors' Plan, however, certain Holders of Equity Stock Interests who are Eligible Holders will also be able to participate in the rights offering pursuant to the Equity Committee Plan. In the Debtors' Plan, Holders of Equity Stock Interests will be given no similar opportunity. Under terms to be arranged with the Debtors, the Equity Committee intends to conduct its Rights Offering to Holders of General Unsecured Claims and Indirect Environmental Claims in conjunction with the rights offering to be conducted under the Debtors' Plan. The Rights Offering to Holders of Equity Stock Interests, however, will be conducted post confirmation of the Equity Committee Plan. * The Equity Committee and its financial advisors believe that the Debtors' Plan significantly undervalues the value of Reorganized Tronox. * Under the Equity Committee Plan, 62.5% of the New Common Stock will go to Holders of Allowed General Unsecured Claims as compared to 16.9% under the Debtors' Plan. * The Equity Committee Plan seeks to preserve the settlements reached with the Governmental Environmental Entities and the Holders of Tort Claims and will provide those entities with an equal or greater recovery than that which they would otherwise receive in the Debtors' Plan. However, the Equity Committee reserves the right to challenge the allowance and amount of claims of the Governmental Environmental Entities and Holders of Tort Claims and to modify the treatment of those claims if any classes of the claim vote to reject the proposed treatment in the Equity Committee Plan. * The Equity Committee Plan also provides value to the public shareholders of Tronox in the form of New Warrants and the ability to participate in a portion of the Rights Offering. Under the Debtors' Plan, the public shareholders will receive warrants that the Equity Committee believes are essentially valueless and then, only if the class of shareholders votes in favor of the Debtors' Plan. * The Equity Committee Plan also provides the necessary financing for Reorganized Tronox's operations post-emergence, including a greater amount of borrowing capacity under the Exit Credit Facility. While there is less debt and reduced borrowing capacity under the Debtors' Plan, the difference is made up by increasing the rights offering being provided to the Ad Hoc Bondholders and leaving less stock to be distributed to the Holders of Allowed General Unsecured Claims. Specifically, the Ad Hoc Bondholders have set aside for themselves the exclusive opportunity to purchase $15 million of New 8% Convertible Preferred Stock, which, aside from being senior to the New Common Stock, is valued at approximately $17 million. This, combined with backstop fees valued at approximately $36 million, means the Ad Hoc Bondholders are paying themselves approximately $53 million on the Effective Date of the Debtors' Plan. The Debtors have agreed, in a stipulation, that their exclusive periods are terminated for the sole purpose of permitting the Equity Committee to file an alternative reorganization plan. The Debtors also agreed, to ensure a smooth flow of their reorganization proceedings, not to object to the Equity Committee's filing of the alternative plan. The Debtors and the Equity Committee further agreed to coordinate the hearings relating to the approval of the disclosure statements with respect to the Amended Plan and the Proposed Equity Committee Plan and Proposed Equity Committee Disclosure Statement and confirmation of the Amended Plan or, to the extent applicable, the Equity Committee Plan. About Tronox Inc. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tronox Inc. and its 14 affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRONOX INC: Says Equity Committee Plan Unconfirmable ---------------------------------------------------- The Official Committee of Equity Security Holders of Tronox, Inc., and its Debtor affiliates submitted on September 20, 2010, their first amended proposed Chapter 11 Plan of Reorganization and Disclosure Statement. The material changes between the original Equity Committee Plan and the First Amended Equity Committee Plan are: a. Treatment of General Unsecured Creditors * Original EC Plan: 62.5% of Reorganized Tronox's New Common Stock and opportunity to participate in Rights Offering to purchase additional 17.5% of New Common Stock, subject to dilution from New Warrants and shares issued pursuant to the Management Equity Incentive Plan. * First Amended EC Plan: 54% of Reorganized Tronox's New Common Stock and opportunity to participate in Rights Offering to purchase additional 28.1% of New Common Stock, subject to dilution from New Warrants and shares issued pursuant to the Management Equity Incentive Plan. b. Treatment of Equity Stock Interests * Original EC Plan: New Warrants and opportunity to participate in Rights Offering to purchase additional 17.5% of New Common Stock, subject to dilution from New Warrants and shares issued pursuant to Management Equity Incentive Plan. * First Amended EC Plan: New Warrants and opportunity to participate in Rights Offering to purchase additional 14.5% of New Common Stock, subject to dilution from New Warrants and shares issued pursuant to Management Equity Incentive Plan. c. Total Number of Shares Offered in the Rights Offering * Original EC Plan: 13,500,000 * First Amended EC Plan: 18,500,000 d. Total Number of Shares Offered to General Unsecured Creditors * Original EC Plan: 6,750,000 * First Amended EC Plan: 12,210,000 e. Total Number of Shares Offered to Equity Stock Interests * Original EC Plan: 6,750,000 * First Amended EC Plan: 6,290,000 f. Plan Equity Value * Original EC Plan: $19.73 per share * First Amended EC Plan: $18.65 per share g. Estimated Recovery to General Unsecured Creditors * Original EC Plan: 100% of claim * First Amended EC Plan: 100% of claim h. Estimated Recovery to Equity Stock Interests * Original EC Plan: $2.58 per share * First Amended EC Plan: $2.40 per share Blackline versions of the Equity Committee First Amended Plan Disclosure Statement is available for free at: http://bankrupt.com/misc/TrnxECPlan1.pdf http://bankrupt.com/misc/TrnxECDS1.pdf On September 22, 2010, the Equity Committee submitted their Second Amended Plan and Disclosure Statement, which include an explanation by the Equity Committee on why equity interest holders should not vote in favor of the Debtors' Chapter 11 Plan of Reorganization. The Equity Committee's Second Amended Plan also mentions what will happen to the Debtors' equity interests in the Tiwest Joint Venture. Pursuant to the Equity Committee Second Amended Plan, if it is approved, the Equity Committee together with the Debtors will sell the Tiwest Interests for $260,000,000 plus $50,000,000 for maintaining a 50% interest. Blackline versions of the Second Amended Equity Committee Plan and Disclosure Statement are available for free at: http://bankrupt.com/misc/TrnxECPlan2.pdf http://bankrupt.com/misc/TrnxECDS2.pdf Objections to Plan Outline The Debtors, the Official Committee of Unsecured Creditors and the ad hoc committee of noteholders of senior unsecured notes due December 2012 issued by Tronox Worldwide LLC and Tronox Finance Corp. object to the approval of the Disclosure Statement explaining the Official Committee of Equity Security Holders of Tronox, Inc.'s Chapter 11 Plan of Reorganization. A. Debtors On behalf of the Debtors, Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York, contends that the Court should not approve the Equity Committee's Disclosure Statement or authorize a solicitation and rights offering process that will compete with and distract from the prosecution of the Debtors' own proposed Chapter 11 Plan of Reorganization. "Following months of extensive, protracted and, ultimately constructive settlement negotiations, Tronox is ready to solicit votes on its proposed Plan, which maximizes recoveries to its creditors, fairly allocates value among them and contemplates the timely realization of that value," Mr. Cieri says. The Debtors' Plan enjoys the support of the vast majority of its creditors, including legacy tort and environmental creditors, who have made significant concessions to settle their claims and facilitate the "good company/bad company" structure on which the Plan is premised, and which allows for the creation of a viable and financeable Reorganized Tronox, Mr. Cieri further asserts. The Equity Committee, on the other hand, seeks approval of a disclosure statement and authorization to solicit votes on the Equity Committee Plan, which is unconfirmable based on the reality of the Chapter 11 cases, Mr. Cieri argues. He explains that for instance, without the support of the Debtors' legacy creditors, the Equity Committee cannot meet its statutory burden of proving that all senior creditor classes will receive par- plus-accrued recoveries. Mr. Cieri also argues that even if the Equity Committee could pay the legacy creditors in full in cash and provide other unsecured creditors with a "par-plus-accrued" recovery -- which the EC Plan does not do because such unsecured creditors need to come "out of pocket" to participate in a rights offering to recover in full, the Bankruptcy Code does not permit a plan proponent to force a party to discharge obligations that are otherwise non- dischargeable. The Equity Committee just assumes it can substitute itself as the proponent of the Debtors' Plan, take advantage of the hard-fought negotiations that led to the global creditor settlement embodied therein and redirect value towards its constituents without upsetting the apple cart, Mr. Cieri tells the Court. "These assumptions are wrong and a dueling plan process with one confirmable plan and one unconfirmable plan should not move forward, as it risks not only upsetting the apple cart but turning the apple cart upside down," Mr. Cieri says. Mr. Cieri points out that the Equity Committee's desire to devote estate resources to a complicated and confusing competing Chapter 11 Plan process is purely tactical because the process is in no way compelled by the law or justified by the present facts. A dual plan process is wasteful and likely to create more problems than it solves, Mr. Cieri says. Accordingly, the Debtors ask the Court to exercise its powers under Section 105(d)(2)(iv) of the Bankruptcy Code to delay solicitation of votes on the Equity Committee's Plan while they first pursues confirmation of the Debtors' Plan. There is no resulting harm to the Equity Committee -- it will retain all of the due process and procedural protections available to it under the Bankruptcy Code and in connection with its status as an official committee in the Chapter 11 cases, Mr. Cieri contends. B. Creditors' Committee On behalf of the Creditors' Committee, Alan W. Kornberg, Esq., at Paul Weiss Rifkind Wharton & Garrison LLP, in New York, complains that while the Equity Committee Disclosure Statement suffers from many deficiencies, above all it impermissibly solicits acceptances of a patently unconfirmable Chapter 11 plan that does not comply with the "absolute priority rule" of Section 1129(b)(2)(B)(ii) of the Bankruptcy Code by providing equity holders with meaningful value under the Equity Committee Proposed Plan while failing to pay in full general unsecured creditors. The absolute priority rule prohibits holders of equity interests in these cases from receiving any recovery prior to general unsecured creditors being paid in full and yet that is exactly what the Equity Committee Proposed Plan would accomplish. On its face, the Equity Committee Plan fails to pay in full the general unsecured creditors whose claims are classified in Classes 4, 5 and 6, Mr. Kornberg notes. The Debtors' liabilities, considering the sum total of governmental and non-governmental environmental claims and other tort claims, indisputably exceed its total enterprise value -- regardless of whether compared against the Debtors' valuation of the company or the Equity Committee's valuation -- by potentially billions of dollars, Mr. Kornberg further notes. For these reasons, Mr. Kornberg contends that without the consent of all creditor constituencies, there simply is not enough value available to make a distribution to interest holders. The unsecured creditor constituencies in these cases and the Debtors have worked tirelessly over the last several months to structure settlements amongst themselves to avoid costly litigation which surely would have placed the Debtors' reorganization in peril and jeopardized any meaningful and timely recovery to creditors, Mr. Kornberg points out. These Settlement Agreements, which are premised upon the valuation contained in an amended version of the Debtors' Chapter 11 Plan, will resolve a significant amount of the claims asserted against Tronox, and are based in large part upon recoveries arising from the Anadarko Litigation, which may not result in a 100% return to those classes of creditors. The Settlement Agreements only exist because of the insolvency of the Debtors' estates, Mr. Kornberg says. He adds that there is not value enough available for creditors to receive a 100% recovery, and creditors have worked together to fairly divide up what available value there is. Mr. Kornberg argues that the Equity Committee co-opted the Settlement Agreements in the Equity Committee Plan despite representatives of Classes 4, 5 and 6 having never agreed to abide by the Settlement Agreements in the context of a plan of reorganization that redirects allegedly available value arising from creditors to interest holders. Against this backdrop, Mr. Kornberg asserts that only the Debtors' Amended Plan should go forward. However, he says that if the Equity Committee can prevail upon the court at confirmation of the Debtors' Plan that there is value enough for equity holders, that plan can be modified to account for the Court's ruling. Furthermore, Mr. Kornberg asserts that the Equity Committee Disclosure Statement and Plan does not have "adequate information" upon which creditors can make an informed decision because it fails to provide, among other things, information: -- regarding proposed exit financing; -- on the proposed sale of Tronox's interests in the Tiwest Joint Venture; -- regarding a proposed convenience class; -- regarding the proposed Class 7 treatment; -- regarding the eligibility of certain interest holders to participate in the Rights Offering; -- regarding Class 8; -- regarding the ongoing securities litigation; and -- information regarding the approval process for creation of the Management Equity Incentive Plan. For these reasons, the Creditors' Committee asks the Court not to approve the Equity Committee's Disclosure Statement. The Ad Hoc Committee's objections were joinders of the Debtors' and the Creditors' Committee's objections. The EC Disclosure Statement was previously opposed to by: -- LaGrange Capital Partners LP and LaGrange Capital Partners Offshore Fund, Ltd., also known as the Lead Plaintiffs; -- Rehabilitation Institute of Chicago and New Water Park LLC, also known as the Streetville Claimants; -- National Coating Corporation; -- Exxaro Australia Sands Pty Ltd., Exxaro Namakwa Sands, a division of Exxaro TSA Sands (Pty) Ltd., and Yalgoo Minerals Pty Ltd., an affiliate of Exxaro; and -- The Landwell Company LP and Basic Management, Inc. Equity Committee Responds In response to objections against the Equity Committee Plan and Disclosure Statement, the Equity Committee asserts that its confirmable, complies with the absolute priority rule, supports and promotes creditor choice, and should be approved and its solicitation should go forward. With regard to the Equity Committee Disclosure Statement, Craig A. Barbarosh, Esq., at Pillsbury Winthrop Shaw Pittman LLP, in New York, points out that the vast majority of the objections that the Equity Committee received simply reiterate objections that the parties had filed to the Debtors' Disclosure Statement. Mr. Barbarosh notes that the Debtors recently filed an amended Disclosure Statement that may address or resolve those Objections. However, he says that the Equity Committee has not had an opportunity to review the Debtors' amended Disclosure Statement. "To the extent that the [Equity Committee Disclosure Statement] has adopted, or incorporated by reference, a disclosure of the Debtors that is subject to a pending objection, or has been resolved by consent, the Equity Committee will resolve such objections in the manner agreed to and/or ordered by the Bankruptcy Court, the Debtors and the particular objecting party, so long as such resolution does not prejudice the Equity Committee," There were three objections filed by the Debtors, the Creditors' Committee and Exxaro Australia Sands Pty Ltd., that objected to particular items unique to the Equity Disclosure Statement. A chart summarizing each of the objections, together with the Equity Committee's proposed resolution is available for free at: http://bankrupt.com/misc/TrnxECRply2DSobj.pdf Mr. Barbarosh also tells the Court that the Equity Committee has filed amendments to the Equity Committee Plan and Disclosure Statement. About Tronox Inc. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tronox Inc. and its 14 affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRONOX INC: Proposes Goldman Sachs Replacement Facility ------------------------------------------------------- Tronox Inc. and its units ask the U.S. Bankruptcy Court for authority to enter into a certain facility syndication engagement letter dated as of September 27, 2010, with Goldman Sachs Lending Partners LLC. The Debtors also seek the Court's authority to pay GS Lending Partners certain arrangement, syndication and agency fees, and certain transaction expenses, in connection with the syndication agreement. Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York, relates that the Debtors seek to enter into the Agreement to permit GS Lending Partners to syndicate a replacement debtor-in- possession and exit financing facility, that will (a) refinance all outstanding indebtedness under the Debtors' existing $425,000,000 DIP and Exit Financing Facility on improved terms and (b) provide the Debtors with the option to increase its exit financing as contemplated by its proposed Chapter 11 Plan of Reorganization. As previously reported, the Existing Facility was initially approved in December 2009 when the Debtors entered into the original plan support and equity commitment agreements that established a framework for settling the Debtors' legacy environmental and other liabilities through a combination of debt and equity financing. Mr. Cieri notes that at that time, the Existing Facility provided the Debtors with committed exit financing expected to be sufficient to meet the Debtors' settlement obligations under the December 2009 proposal. On September 17, 2010, however, the Court approved the Debtors' entry into the current plan support and equity commitment agreements, which set forth the terms of the Debtors' amended Plan and provide for significant incremental cash payments to be made to the Debtors' legacy environmental and tort creditors. "To fund these cash payments, the Plan requires that Tronox increase its debt financing by approximately $90 million," Mr. Cieri tells the Court. To access the additional financing necessary to support its Plan, and to take advantage of improved market conditions that could result in significant savings to the Chapter 11 estates, the Debtors seek to engage GS Lending Partners to provide certain services in connection with syndicating the New Facility. Pursuant to the Engagement Letter, GS Lending Partners will act as sole lead arranger, sole bookrunner, sole syndication agent and administrative agent for the syndicate of lenders under the New Facility, in exchange for which the Debtors have agreed to pay these fees and expenses: * a $10,625,000 arrangement and syndication fee payable at the closing of the New Facility; * an annual agency fee equal to $250,000, payable in the first instance in advance of the closing date of the New Facility and then on each anniversary thereof for so long as any loans under the New Facility are outstanding or any lenders that will participate in the New Facility has a commitment outstanding under the New Facility; and * any documented, actual and reasonable expenses, including the reasonable documented fees, expenses and disbursements of the attorneys and advisors to GS Lending Partners, plus any sales, uses or similar taxes arising in connection with any matter enumerated in the Engagement Letter. A full-text copy of the Engagement Letter is available for free at http://bankrupt.com/misc/TrnxGSLttr.pdf The Court will convene a hearing on September 29, 2010, at 2:30 p.m. (ET) pursuant to a request from the Debtors to shorten the notice period for hearing. Parties-in-interest are allowed to raise objections at the hearing, including orally. About Tronox Inc. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tronox Inc. and its 14 affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRONOX INC: Wins Approval to Sign Goldman Forbearance Deal ---------------------------------------------------------- Tronox Inc. and its units sought and obtained authority from the Court to enter into a certain Forbearance Agreement and Amendment to Credit Agreement and related Expense Reimbursement Letter Agreement with Goldman Sachs Lending Partners LLC and certain other lenders. Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York, relates that the Debtors' Replacement DIP Facility provides for a flexible Maturity Date that contemplates two potential three- month Facility Extension Options. He notes that the Debtors previously exercised the first Facility Extension Option, and as a result, unless the second Facility Extension Option is exercised, the Replacement DIP Facility will mature on September 23, 2010. Mr. Cieri relates that the Debtors currently desire to exercise the second Facility Extension Option to extend the Maturity Date to December 24, 2010, but cannot do so due to certain Events of Default under the Replacement DIP Agreement relating, among other things, the termination of the Debtors' December 2009 plan support agreement, which expired on June 30, 2010 pursuant to its terms, and the Debtors' failure to pursue the original Plan of Reorganization. The Forbearance Agreement would enable the Debtors to exercise the second Facility Extension Option, Mr. Cieri says. In addition to enabling the Debtors to exercise the second Facility Extension Option, the Forbearance Agreement provides for the Agent and Lenders to forbear from exercising certain default- related rights and remedies with respect to the Specified Defaults during the Forbearance Period, which expires no later than October 29, 2010, Mr. Cieri further relates. The Forbearance Agreement makes clear that the Agent and Lenders are not waiving any of the Specified Defaults, and except as otherwise provided in the Forbearance Agreement, they expressly reserve their default-related rights and remedies. Mr. Cieri adds that the Forbearance Agreement also amends the Replacement DIP Agreement to extend certain milestones related to the Debtors' restructuring that will harmonize the deadlines contained in the Replacement DIP Agreement with those in the Debtors' recently approved equity commitment agreement. In exercising the second Facility Extension Option, the Debtors are required to pay the Lenders a 0.5% Extension Fee previously approved by the Court in the final order approving the Replacement DIP Agreement. About Tronox Inc. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders have been appointed in the cases. The Creditors Committee has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Tronox Inc. and its 14 affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) UCI INTERNATIONAL: Inks $500 Million Credit Deal With BofA et al. ----------------------------------------------------------------- UCI International Inc., UCI Acquisition Holdings Inc., a wholly- owned subsidiary of the Company, and United Components Inc., a wholly-owned subsidiary of Holdings entered on Sept. 23, 2010, into a Credit Agreement, between UCI, as borrower, the Company and Holdings, as guarantors, Bank of America, N.A., as administrative agent, Banc of America Securities LLC and Deutsche Bank Securities Inc., as joint lead arrangers and joint bookrunners, Deutsche Bank Securities Inc., as syndication agent and General Electric Capital Corporation and Keybank, N.A., as co-documentation agents. The Credit Agreement provides for borrowings of up to $500 million, which consists of a term loan facility in an aggregate principal amount of $425 million, which was fully funded on the date of the Credit Agreement, and a revolving credit facility in an aggregate principal amount of $75 million, none of which was drawn on the date of the Credit Agreement. The total amount of the $75 million revolving credit facility available for borrowing at Sept. 23, 2010 was approximately $23.1 million due to certain restrictions under the Company's floating rate senior PIK notes. The maturity date for the: i) term loan facility is 6.5 years from the date of the Credit Agreement and ii) revolving credit facility is 5 years from the date of the Credit Agreement. The interest rates payable under the Credit Agreement will depend on the type of loan plus an applicable margin. The initial applicable margin of any Eurodollar Rate Loans made under the Credit Agreement equals 4.50% and the initial applicable margin for any Base Rate Loans made under the Credit Agreement equals 3.50% with step downs of 0.50% for every fiscal quarter after the first full fiscal quarter ending after the closing date for which the total leverage ratio is equal to or less than 3.00 to 1.00. A commitment fee of 0.75% per annum accrues on unused amounts of the commitments under the revolving credit facility with step downs to 0.50% for every fiscal quarter after the first full fiscal quarter ending after the closing date for which the total leverage ratio is equal to or less than 3.00 to 1.00. The Credit Agreement contains customary representations and warranties and covenants, including, without limitation, the following covenants: maintenance of a maximum total leverage ratio, maintenance of minimum interest coverage ratio and maximum capital expenditures covenant. The Credit Agreement also includes customary events of default, in certain cases subject to reasonable and customary periods to cure, including but not limited to: failure to make payments when due, breach of covenants, breach of representations and warranties, insolvency proceedings, certain judgments and attachments and any change of control. The occurrence of an event of default may result in the termination of the Credit Agreement, accelerate UCI's repayment obligations and allow the loan parties to exercise all rights and remedies available to them with respect to the collateral. Certain defaults under the financial maintenance covenants may be cured by equity contributions to UCI, subject to customary limitations on the amount of equity contributions, the use of proceeds thereof and the number of times on which the cure may be utilized. Pursuant to a guarantee and collateral agreement, dated Sept. 23, 2010, by UCI and the Company, Holdings and the wholly-owned restricted, material, domestic subsidiaries of UCI, as guarantors in favor of the administrative agent for the benefit of the secured parties, all borrowings under the Credit Agreement are secured by a: i) first priority security interest in and mortgages on substantially all tangible and intangible assets, and ii) first-priority security interest in (A) 100% of the stock of Holdings and UCI and 100% of the stock of substantially all of UCI's present and future direct and indirect restricted domestic subsidiaries, (B) 100% of the non-voting stock of substantially all of UCI's first-tier present and future foreign subsidiaries and (C) 65% of the voting stock of substantially all of UCI's first-tier present and future foreign subsidiaries and CFC Holdcos. A full-text copy of the Credit Agreement is available for free at http://ResearchArchives.com/t/s?6bcc A full-text copy of the Guarantee and Collateral Agreement is available for free at http://ResearchArchives.com/t/s?6bcd UCI, headquartered in Evansville, Indiana, is one of the larger and more diversified companies primarily servicing the vehicle aftermarket. The company supplies a broad range of filtration products, fuel products, cooling systems, and engine management systems. While approximately 88% of revenues are automotive related, UCI also services customers within the trucking, marine, mining, construction, agricultural, and industrial vehicle markets. Annual revenues in 2009 were approximately $885 million. UCI is a portfolio company of the Carlyle Group. * * * Moody's Investors Service placed the ratings of UCI International, Inc. -- Caa1 Corporate Family and Probability of Default -- under review for upgrade. This action follows the announcement of a proposed refinancing of much of its existing debt. UCI is the ultimate parent of United Components, Inc. In a related action, Moody's assigned ratings on the announced new bank credit facilities at United Components, Ba3. The new bank credit facilities consist of a $75 million senior secured revolving credit facility and a $425 million senior secured term loan facility. The proceeds of the term loan will be used to refinance United Components' existing senior secured term loan due 2012 and senior subordinated notes due 2013. ULTIMATE ESCAPES: Removes CEO Tousignant for 'Cause' ---------------------------------------------------- Ultimate Escapes Inc. said in a regulatory filing that on September 23, its Board of Directors removed James M. Tousignant as President and Chief Executive Officer of the Company, and terminated Mr. Tousignant's employment with the Company, for "cause". At this time, Mr. Tousignant continues to serve as a member of the Board. The Board has not appointed a replacement President or Chief Executive Officer at this time. The Board has, however, expanded the authority of Sheon Karol, a partner at CRG Partners Group, LLC, who had previously been appointed to serve as Chief Restructuring Officer of the Company's subsidiary Ultimate Escapes Holdings, LLC, such that Mr. Karol is now also responsible for the oversight and direction of the day to day operations of the Company. Mr. Karol, 53, has been a partner at CRG, a national turnaround consulting firm, since April 2009. From March 2007 to March 2009, he was a Managing Director with Mesirow Financial Consulting, a turnaround consulting firm. From February 2002 to March 2007, he was a Managing Director with XRoads Solutions Group, a turnaround consulting firm. Prior to that, Mr. Karol served as Senior Vice President-General Counsel of Lechters, Inc., a specialty retailer, since May 1999. About Ultimate Escapes Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- 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. Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for Chapter 11 bankruptcy protection on September 20, 2010 (Bankr. D. Del. Case No. 10-12915). Affiliates 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, et al., filed separate Chapter 11 petitions. Scott D. Cousins, Esq., at Greenberg Traurig LLP, serves as the Debtors' bankruptcy counsel. CRG Partners Group LLC is the Debtors' restructuring adviser. Ultimate Escapes Holdings estimated assets at $10 million to $50 million and debts at $100 million to $500 million as of the Petition Date. The Company's consolidated balance sheet at June 30, 2010, showed $188.7 million in total assets, $222.0 million in total liabilities, and a stockholders' deficit of $33.3 million, according to recent filings with the Securities and Exchange Commission. URBAN BRANDS: DIP Financing, Cash Collateral Use Get Interim OK --------------------------------------------------------------- Urban Brands, Inc., et al., sought and obtained interim authorization from the Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware to obtain postpetition secured financing from Bank of America, N.A., and to use cash collateral. The DIP lenders have committed to provide up to $6 million under a revolving credit. During the term of the DIP loan agreement, the DIP Lender will make revolving advances in accordance with the DIP loan agreement. A copy of the DIP financing agreement is available for free at: http://bankrupt.com/misc/URBAN_BRANDS_dipfinancingpact.pdf http://bankrupt.com/misc/URBAN_BRANDS_dipfinancingpact2.pdf Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., explained that the Debtors need the money to fund their Chapter 11 case, pay suppliers and other parties. The DIP facility will expire and become immediately due and payable on the 25th day following the execution of the DIP loan agreement, unless the final DIP court order has been entered by that date, or on October 29, 2010. Each revolving credit loan will bear interest at a rate per annum equal to the DIP Lender's prime rate plus 7%. The DIP Lender will be granted priming first-priority, continuing, valid, binding, enforceable, non-avoidable and automatically perfected postpetition security interests and liens senior and superior in priority to all other secured and unsecured creditors of the Debtors' estates. The Debtors will pay the DIP Lender a commitment fee of $60,000. On the first day of each month during the term of the DIP loan agreement, an unused line fee in an amount equal to 0.5% per annum of the average difference, during the month just ended between the revolving credit ceiling and the aggregate of the unpaid principal balance of the loan account and the undrawn stated amount of L/C's outstanding during the relevant period during the immediately preceding month. The Debtors must also pay a closing commitment fee of $60,000 upon the entry of a sale order. For the L/C's, the fees are: (i) with respect to Standby L/C: at a rate per annum equal to 5.00% per annum of the weighted average stated amount of Standby L/Cs outstanding during the period and with respect of which the fee is being paid; and (ii) with respect to Documentary L/Cs" at a rate per annum equal to 5.00% per annum of the weighted average stated amount of Documentary L/Cs outstanding during the period and with respect of which the fee is being paid; and (iii) provided, during the existence of any event of default, the fees will be increased by 2% per annum. The Debtors will grant the prepetition lender the prepetition replacement liens, the prepetition superpriority claim, the adequate protection payments and the prepetition indemnity account as adequate protection for any decrease in the value of the prepetition collateral on account of the granting of the DIP liens to the DIP Lender, subordinating the prepetition liens to the Carve-Out, the Debtors' use of the prepetition collateral, including cash collateral, or the imposition of the automatic stay. The Court has set a final hearing for October 13, 2010, at 10:00 a.m. (ET) on the Debtors' request to obtain DIP financing and use cash collateral. The DIP Lender is represented by Donald E. Rothman, Esq. -- drothman@riemerlaw.com -- at Riemer & Braunstein LLP. About Urban Brands Urban Brands, Inc., operates as a women's specialty retailer. Its products include tops, such as knit tops, shirts and blouses, and tanks and camis; bottoms, which include shorts and capris, skirts, and pants; sweaters; and denim apparel, including denim jeans, skirts, denim sets, and jackets. The company also provides dresses, career and related separates, jackets, intimates, hosiery, swimwear, activewear, linen wear, extended sizes, bras and panties, maxi dresses, ruffles, tunics, and accessories. Urban Brands Inc. sought bankruptcy protection under Chapter 11 (Bankr. D. Del. Case No. 10-13005) on September 21, 2010. The Company estimated assets of $10 million to $50 million and debts of $100 million to $500 million in its Chapter 11 petition. Chun I Jang, Esq., Mark D. Collins, Esq., and Paul N. Heath, Esq., at Richards, Layton Finger, P.A., in Wilmington, Delaware, serve as counsel to the Debtors. BMC Group, Inc., is the claims and notice agent. VALLEY FORGE: Earns $234,500 in June 30 Quarter ----------------------------------------------- Valley Forge Composite Technologies, Inc., filed its quarterly report on Form 10-Q, reporting net income of $234,524 on $3.64 million of revenue for the three months ended June 30, 2010, compared with a net loss of $607,596 on $315,000 of revenue for the same period a year ago. To date, no revenues have been attributable to sales from ODIN or THOR LVX. All sales for the three months ended June 30, 2010, have been for aerospace products. The Company has an accumulated deficit of $8.57 million at June 30, 2010, cash used in operations during the six month period ended June 30, 2010, of $180,191. Management intends to finance its 2010 operations primarily with the revenue from product sales. The Company's balance sheet as of June 30, 2010, showed $3.34 million in total assets, $2.96 million in total liabilities, and stockholders' equity of $377,822. As reported in the Troubled Company Report on April 22, 2010, R.R. Hawkins & Associates International, PSC, in Los Angeles, 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 net losses since inception. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?6bca About Valley Forge Covington, Ky.-based Valley Forge Composite Technologies, Inc., (OTC Bulletin Board: VLYF - News) -- http://www.vlyf.com/-- develops, manufactures and distributes next-generation detection systems. Its THOR LVX(TN) system is designed to detect nuclear material, explosives, narcotics and other contraband hidden in cargo containers and baggage, even through shielding. The Company is also marketing the ODIN(TM) personal screening system for use in airports, high-security buildings and border entry points. VERMILLION INC: Taps New Vice President of Corporate Strategy ------------------------------------------------------------- Vermillion, Inc. appointed Ashish Kohli as Vice President of Corporate Strategy. In his role, Mr. Kohli will be responsible for Investor Relations, Corporate Strategy, and Business Development for Vermillion. "We are delighted to add a new executive with the skill set and experience that Ashish has gathered over a successful twelve year investment career," said Gail S. Page, CEO and Chairperson of the Board of Directors of Vermillion. "His business acumen will be invaluable in helping us execute on our vision to transform Vermillion into a diversified provider of high-value diagnostic tests that help physicians diagnose, treat and improve outcomes for patients." Mr. Kohli joins Vermillion most recently from Columbia Wanger Asset Management where he served as a Buy-Side Equity Analyst from July 2005 to June 2010. From 2000 through 2005 he worked at William Blair & Company, the first three years as a Sell-Side Equity Associate and the last two years as a Sell-Side Equity Analyst. Previously, he held an Emerging Markets Debt analyst position at Brinson Partners, Inc. Mr. Kohli received his Master of Business Administration from Texas Tech University and his Bachelor of Science in Computer Engineering and Bachelor of Science in Biochemistry from McMaster University in Hamilton, Ontario. "I am pleased to join Vermillion at such an exciting time in its life cycle," said Mr. Kohli. "After emerging from bankruptcy and initiating its domestic launch of OVA1(TM), the Company is poised to take advantage of opportunities to grow its revenue both here in the US and abroad. I look forward to helping drive these initiatives through the international launch of OVA1 and other potential business development opportunities." About Vermillion Vermillion, Inc. -- http://www.vermillion.com/-- is dedicated to the discovery, development and commercialization of novel high- value diagnostic tests that help physicians diagnose, treat and improve outcomes for patients. Vermillion, along with its prestigious scientific collaborators, has diagnostic programs in oncology, hematology, cardiology and women's health. Vermillion is based in Fremont, California. The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del. Case No. 09-11091). Vermillion's legal advisor in connection with its successful reorganization efforts is Paul, Hastings, Janofsky & Walker LLP. At September 30, 2008, the Debtor had $7,150,000 in total assets and $32,015,000 in total liabilities. In January 2010, Vermillion successfully emerged from protection with all creditors receiving 100 percent of allowed claims and with the common stock being fully restated. VISTEON CORP: Settles All Outstanding Issues with Ford ------------------------------------------------------ Steven Church, writing for Bloomberg News, reports that Visteon Corp. won court approval to settle a dispute with Ford Motor Co. over Ford's claim that Visteon owed it $160 million. Mr. Church reports U.S. Bankruptcy Judge Christopher S. Sontchi in Wilmington, Delaware, approved the deal September 30. Ford will drop its claim and instead pay the company $29 million, James Mazza, a Visteon attorney, said in court. Mr. Church further reports Mr. Mazza said in an interview after the hearing the approval of the Ford deal was the last Visteon needed to exit bankruptcy. Visteon expects to exit bankruptcy by Oct. 1. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that Visteon is cleaning up details to allow for implementing the Chapter 11 plan on Oct. 1. Visteon reached settlement with former parent Ford on a variety of issues. Among them, Ford commits to purchasing $600 million in parts for models launching through 2013. Each side will drop claims against the other. Ford will withdraw $163 million in claims while terminating Visteon's obligation for $105 million in pension expenses. Ford will reimburse Visteon for $29 million for restructuring activities around the world. Meanwhile, Visteon, according to Mr. Rochelle, said in a court filing that the final five members of the new nine-member board of directors haven't been officially selected. Visteon wants the bankruptcy judge to rule that the appointments need not be final before the plan is implemented. About Visteon Corp Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for automakers. The Company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company disclosed assets of US$4,561,000,000 and debts of US$5,311,000,000 as of March 31, 2009. Visteon Corporation and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring effort. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware entered an order on August 31, 2010, confirming the Fifth Amended Plan of Reorganization of Visteon Corporation and its debtor affiliates. Visteon expects to emerge from Chapter 11 upon completion of necessary closing conditions, which the Company expects to occur by October 1. WASHINGTON MUTUAL: Committee Files Avoidance Suits vs. 27 Officers ------------------------------------------------------------------ The Official Committee of Unsecured Creditors in Washington Mutual Inc.'s cases initiated adversary complaints on September 24, 2010, against 27 former officers of the Debtors to (i) avoid purported obligations and (ii) avoid and recover a preferential transfer of property. The named defendants are: * James Corcoran * Anthony Bozzuti * Edward F. Bach * Rachel M. Mileur * Henry J. Berens * Amy Driver Anderson * Matthew Wajner * Gregory H. Wood * Peter Gerrald * Keith O. Fukui * Steven Heruty * William K. Glasby * Michael R. Zarro * David M. Schwartz * Nirmal Baird * Peter Heller * Chandan Sharma * Jianguo Zhong * Alexander Sasha Kipkalov * Stephen E. Whittaker * Joni Wyckoff * Marc Malone * Robert C. Hill * Thomas E. Morgan * Howard Mathews * John M. Browning * Richard Blunck Before the Petition Date, the Officers were employed by one or more of the Debtors or the Debtors' subsidiaries. On or within 90 days before the Petition Date, one or more of the Debtors transferred an interest in the Debtors' property totaling $2,211,210, consisting of the payment to or for the benefit of Mr. Corcoran on July 17, 2008, the Creditors' Committee alleges. The Transfer was made in connection with an employment agreement between Mr. Corcoran and one or more of the Debtors or the Debtors' subsidiaries. James C. Carignan, Esq., at Pepper Hamilton LLP, in Wilmington, Delaware, asserts that the Transfer was a transfer of property, or an interest in property, of one or more of the Debtors. At the time of the Transfer, Mr. Carignan was an insider of one or more of the Debtors, within the meaning of Section 101(31)(B) of the Bankruptcy Code, Mr. Carignan points out. Although the Debtors deny that they were indebted to Mr. Carignan, if and to the extent that the Court rules otherwise, Mr. Corcoran was a creditor of one or more of the Debtors at the time of the Transfer. Mr. Carignan argues. If so, at the time of the Transfer, the Transfer was made to a creditor, for or on account of an antecedent debt owed by one or more of the Debtors or the Debtors' subsidiaries before the Transfer was made, Mr. Carignan insists. Mr. Carignan further contends that the Transfer enabled Mr. Corcoran to receive more than he would have received if: (a) the Debtors' Chapter 11 cases were cases under Chapter 7 of the Bankruptcy Code; (b) the Transfer had not been made; and (c) Mr. Corcoran had received payment of the debt owed to Mr. Corcoran to the extent provided by Section 547(b)(5) of the Bankruptcy Code. In contrast, the Debtors received no performance of services by Mr. Corcoran in exchange for that payment, Mr. Carignan points out. Mr. Carignan adds that the Debtors received less than a reasonably equivalent value in exchange for that Transfer. Moreover, 26 Officers filed proofs of claim, alleging that during the two-year period before the Petition Date, one or more of the Debtors or the Debtors' subsidiaries incurred obligations to them. Specifically, the 26 Officers assert that they entered into employment agreements with the Debtors or the Debtors' subsidiaries, whereby the Debtors purportedly agreed to make payments to the 26 Officers under certain circumstances. A schedule of the obligations asserted by the Officers is available for free at: http://bankrupt.com/misc/WaMu_AvoidanceClaims.pdf Mr. Carignan contends that the purported Obligations under the Agreements are avoidable, because they were incurred for the benefit of the 26 Officers, who were insiders of the Debtors, under the Agreements and outside the ordinary course of business pursuant to Section 548(a)(1)(B)(ii)(IV) of the Bankruptcy Code. In general, Mr. Carignan asserts that the Transfer and the Purported Obligations are avoidable to the extent that they were made (a) at a time when the Debtors were engaged or were about to engage in a business and transactions for which the remaining assets of the Debtors were unreasonably small in relation to the business and transactions; (b) at a time when the Debtors intended to incur, or believed or should reasonably have believed that they would incur, debts beyond their ability to pay as they became due; (c) at a time when the Debtors were insolvent; or (d) with the result that the Debtors became insolvent as a result of that Transfer and the Purported Obligations. Accordingly, the Creditors' Committee asks the Court to enter judgment: (a) with respect to Mr. Corcoran, for avoidance and recovery of the Transfer, or its value; (b) as to Mr. Corcoran, for disallowance of any claims held by Mr. Corcoran pursuant to Section 502(d) of the Bankruptcy Code unless the amount of the judgments for avoidance of the Transfer are paid to the Creditors' Committee; (c) as to Mr. Corcoran, for interest on the amount owed by him, to the full extent allowed under applicable law at the highest legal rate; (d) with respect to the remaining Officers, for avoidance of the purported Obligations, or their values; (e) as to the remaining Officers, for disallowance of any claims the remaining Officers may have, pursuant to Sections 544, 548 and other applicable law; and (f) as to all Officers, for all costs under applicable law. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. The Company operates in four segments: the Retail Banking Group, which operates a retail bank network of 2,257 stores in California, Florida, Texas, New York, Washington, Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services Group, which operates a nationwide credit card lending business; the Commercial Group, which conducts a multi-family and commercial real estate lending business in selected markets, and the Home Loans Group, which engages in nationwide single-family residential real estate lending, servicing and capital markets activities. Washington Mutual Bank was taken over September 25 by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns 100% of the equity in WMI Investment. Weil Gotshal & Manges represents the Debtors as counsel. When WaMu filed for protection from its creditors, it disclosed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment estimated assets of $500,000,000 to $1,000,000,000 with zero debts. Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with responsibility for the litigation. Brian Rosen, Esq., at Weil, Gotshal & Manges LLP served as legal counsel to WMI with responsibility for the Chapter 11 case. Bankruptcy Creditors' Service Inc. publishes Washington Mutual Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Washington Mutual Inc. (http://bankrupt.com/newsstand/or 215/945-7000). WASHINGTON MUTUAL: Disc. Statement Hearing Continued to Oct. 8 -------------------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware adjourned the hearing to consider the adequacy of the Disclosure Statement explaining the Fifth Amended Chapter 11 Plan of Reorganization of Washington Mutual, Inc., and WMI Investment Corp. to October 8, 2010. The Disclosure Statement hearing is adjourned to accommodate ongoing negotiations among parties in the Chapter 11 cases, according to a September 22, 2010 notice filed with the Court. The Disclosure Statement hearing has been adjourned many times, the last being scheduled for September 24. The previous adjournment was due to Joshua Hochberg, the Court-appointed examiner's request for additional time to complete his investigative report on WaMu Inc.'s bankruptcy. The Examiner's preliminary report dated September 7, 2010, did not contain any initial findings on the WaMu investigation, but rather apprised the Court of the current status of the ongoing investigation. The Examiner is tasked to evaluate the overall reasonableness of the proposed global settlement agreement that resolves certain disputes among the Debtors, JPMorgan Chase & Co., and certain other parties. WaMu's hotly contested Plan centers on the Global Settlement Agreement, reached among (i) the Debtors; (ii) JPMorgan Chase Bank, N.A.; (iii) the Federal Deposit Insurance Corporation, in its capacity as receiver for Washington Mutual Bank; (iv) the FDIC, in its corporate capacity; (v) certain noteholders; and (vi) the Official Committee of Unsecured Creditors for the resolution of certain disputed accounts, the division of certain tax refunds and the ownership of certain trust preferred securities, among other others. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. The Company operates in four segments: the Retail Banking Group, which operates a retail bank network of 2,257 stores in California, Florida, Texas, New York, Washington, Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services Group, which operates a nationwide credit card lending business; the Commercial Group, which conducts a multi-family and commercial real estate lending business in selected markets, and the Home Loans Group, which engages in nationwide single-family residential real estate lending, servicing and capital markets activities. Washington Mutual Bank was taken over September 25 by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns 100% of the equity in WMI Investment. Weil Gotshal & Manges represents the Debtors as counsel. When WaMu filed for protection from its creditors, it disclosed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment estimated assets of $500,000,000 to $1,000,000,000 with zero debts. Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with responsibility for the litigation. Brian Rosen, Esq., at Weil, Gotshal & Manges LLP served as legal counsel to WMI with responsibility for the Chapter 11 case. Bankruptcy Creditors' Service Inc. publishes Washington Mutual Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Washington Mutual Inc. (http://bankrupt.com/newsstand/or 215/945-7000). WASHINGTON MUTUAL: Insurers Can Pay Fishman's Defense Costs ----------------------------------------------------------- U.S. Bankruptcy Judge Mary Walrath lifted the automatic stay to allow third party carriers of the Debtors' director and officer liability insurance policies to pay outstanding defense costs incurred by Alan Fishman in connection with the litigation styled Chew v. Fishman, Case No. 3765 NSC 2008. Any advancement of defense costs in accordance with the terms and conditions of the D&O Policies will not be subject to challenge by the Debtors, their estates, their creditors, the Official Committee of Unsecured Creditors or other parties-in- interest to the Chapter 11 cases on any grounds including, but not limited to, any challenge that any advancement of defense costs improperly dissipated assets of the Debtors' estates or were in violation of the automatic stay, Judge Walrath averred. Judge Walrath also clarified that this order will be deemed to represent an adjudication of the question of whether the proceeds of the D&0 Policies are property of the Debtors' estates. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. The Company operates in four segments: the Retail Banking Group, which operates a retail bank network of 2,257 stores in California, Florida, Texas, New York, Washington, Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services Group, which operates a nationwide credit card lending business; the Commercial Group, which conducts a multi-family and commercial real estate lending business in selected markets, and the Home Loans Group, which engages in nationwide single-family residential real estate lending, servicing and capital markets activities. Washington Mutual Bank was taken over September 25 by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns 100% of the equity in WMI Investment. Weil Gotshal & Manges represents the Debtors as counsel. When WaMu filed for protection from its creditors, it disclosed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment estimated assets of $500,000,000 to $1,000,000,000 with zero debts. Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP, served as legal counsel to WMI with responsibility for the litigation. Brian Rosen, Esq., at Weil, Gotshal & Manges LLP served as legal counsel to WMI with responsibility for the Chapter 11 case. Bankruptcy Creditors' Service Inc. publishes Washington Mutual Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Washington Mutual Inc. (http://bankrupt.com/newsstand/or 215/945-7000). ZALE CORPORATION: Incurs $29 Million Net Loss for July 31 Quarter ----------------------------------------------------------------- Zale Corporation reported its financial results for the fourth quarter and full year ended July 31, 2010. The Company's balance sheet at July 31, 2010, showed $1.16 billion in total assets, $388.31 million in total current liabilities, $284.68 million in long-term debt, $179.37 million in other liabilities, and $308.02 million in stockholders' equity. The Company incurred a net loss for the fourth quarter ended July 31, 2010 of $28.5 million compared to a net loss of $89.8 million in the comparable period in the prior year. Revenues for the quarter ended July 31, 2010 were $345 million, a decrease of 3.4% compared to $357 million during the comparable period in the prior year. Same store sales during the quarter ended July 31, 2010 decreased 2.1%, compared to a decrease of 21.2% during the comparable period in the prior year. In the quarter ended July 31, 2010, the Company recorded an income tax benefit of $6 million, compared to a benefit of $25 million in the comparable period in the prior year. The income tax benefit for fourth quarter of 2010 was primarily attributable to net operating loss carrybacks identified and recognized pursuant to the Business Assistance Act of 2009. For the fiscal year ended July 31, 2010, the Company incurred a net loss of $94 million compared to a net loss of $190 million in fiscal 2009. For fiscal year 2010 a decrease of 9.2% compared to $1.78 billion for fiscal 2009. Same store sales decreased 6.6% for fiscal year 2010, compared with a decrease of 16.6% during fiscal year 2009. For the fiscal year ended July 31, 2010, the Company reduced selling, general and administrative expenses by approximately $88 million to $846 million compared to $934 million in 2009. This reduction resulted primarily from the Company's initiatives to reduce expenses including store closures. For the fiscal year 2010, operating margin was negative 7.0%, an improvement of 600 basis points compared to negative 13.0% in 2009. Excluding special items operating margin was negative 5.1% for the year ended July 31, 2010 compared to negative 8.3% in 2009. During the fiscal year ended July 31, 2010, the Company recognized a $6.6 million gain, net of issuance costs of $1.7 million, related to a decrease in the fair value of the warrants issued in connection with the Senior Secured Term Loan. For the year ended 2010, the Company recorded a $29 million income tax benefit, compared to a $53 million tax benefit in the prior year. For fiscal year 2010, the tax benefit was primarily attributable to net operating loss carrybacks identified and recognized during the year pursuant to the Business Assistance Act of 2009. A full-text copy of the Company's earnings release is available for free at http://ResearchArchives.com/t/s?6bcf About Zale Corporation Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) -- http://www.zalecorp.com/-- is a specialty retailer of diamonds and other jewelry products in North America, operating approximately 1,900 retail locations throughout the United States, Canada and Puerto Rico, as well as online. Zale Corporation's brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples Jewellers, Mappins Jewellers and Piercing Pagoda. Zale also operates online at www.zales.com, www.zalesoutlet.com, www.gordonsjewelers.com and www.pagoda.com. As reported by the Troubled Company Reporter on February 10, 2010, The Deal.com's Sara Behunek reported that analysts said bankruptcy looms for Zale if it fails to restructure its debt and put in place a solid merchandising strategy. Zale reported a net loss of $12.09 million for the three months ended April 30, 2010, from a net loss of $19.5 million for the same period in 2009. Zale reported a net loss of $65.15 million for nine months ended April 30, 2010, from a net loss of $99.7 million in the same period in 2009. * Centerbridge's Rahm Says It's Easier to Get DIP Loan Now ---------------------------------------------------------- Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review, reports that panelists at the Dow Jones Private Equity Analyst Conference in New York Wednesday said now is a good time to restructure a company in bankruptcy. According to Mr. Checkler, Centerbridge Partners Principal William Rahm said there's more capital, and it's much easier to obtain debtor-in-possession financing now than it was two years ago. "It was hard to get a DIP loan, which is the most senior loan, in almost every case," Mr. Rahm said. Now, he says, it's almost as easy as it was in 2006 and early 2007. Mr. Checkler relates Lloyd Sprung, managing director at investment bank Miller Buckfire, pointed to Blockbuster's recent $125 million DIP loan and the General Growth Properties' Chapter 11 restructuring, in which "we found access to billions and billions of capital." "It does make restructuring a lot easier when capital is available," he said. Mr. Checkler also reports Benjamin Gonzalez, a principal in KPMG LLC's restructuring advisory group, said one hot area over the next few years will be real-estate companies, many of which will have debt from 2006 coming due in 2011 and 2012. * Default Risk Drops to Lowest in Two Years, Moody's Says --------------------------------------------------------- The number of U.S. companies at greatest risk of default dropped to the lowest level in two years as Federal Reserve efforts bolstered the economy, Moody's Investors Service. Companies rated at or below B3 with a negative outlook declined to 195 as of Sept. 1 from a high of 288 in June 2009, Moody's said in a report. * Fitch Reviews Recovery Rating on U.S. Healthcare Sector --------------------------------------------------------- Fitch Ratings has issued its Recovery Rating review of the U.S. Healthcare sector. This review includes an analysis of valuation multiples, EBITDA discounts applied, and detailed recovery worksheets for issuers with a Fitch Issuer Default Rating of 'B+' or lower in this sector. The issuers included in this report are: -- Community Health Systems, Inc. -- HCA, Inc. -- Health Management Associates, Inc. -- Tenet Healthcare Corp. Recovery analysis is considered for all companies, but notching of those with IDRs above 'B+' will continue to be heavily influenced by broader historical recovery patterns. For companies with an IDR of 'B+' or below, explicit Recovery Ratings are assigned. * Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ------------------------------------------------------------- Recent Chapter 11 cases filed with assets and liabilities below $1,000,000: In Re Peeble Creek Landscaping, Inc. Bankr. N.D. Ill. Case No. 10-41651 Chapter 11 Petition filed September 17, 2010 See http://bankrupt.com/misc/ilnb10-41651.pdf In Re Wolf Real Estate Partnership, L.P. Bankr. N.D. Ill. Case No. 10-41700 Chapter 11 Petition filed September 17, 2010 See http://bankrupt.com/misc/ilnb10-41700.pdf In Re Arnold Palmer Bankr. D. S.C. Case No. 10-06737 Chapter 11 Petition filed September 17, 2010 See http://bankrupt.com/misc/scb10-06737.pdf In Re Neighbors Heating and Cooling, Inc. Bankr. W.D. Va. Case No. 10-62668 Chapter 11 Petition filed September 17, 2010 See http://bankrupt.com/misc/vawb10-62668.pdf In Re Jamaican Gourmet Coffee, Inc. Bankr. D. Conn. Case No. 10-32807 Chapter 11 Petition filed September 18, 2010 See http://bankrupt.com/misc/ctb10-32807.pdf In Re Todd Sheridan Trucking, Inc. Bankr. M.D. Ala. Case No. 10-32515 Chapter 11 Petition filed September 19, 2010 See http://bankrupt.com/misc/almb10-32515.pdf In Re Byron C. Scott Bankr. S.D. Ala. Case No. 10-04348 Chapter 11 Petition filed September 20, 2010 See http://bankrupt.com/misc/alsb10-04348.pdf In Re Intercommercial Group, Ltd. Bankr. C.D. Calif. Case No. 10-49973 Chapter 11 Petition filed September 20, 2010 See http://bankrupt.com/misc/cacb10-49973.pdf In Re Nato Investment Group, Inc. Bankr. E.D. Calif. Case No. 10-44933 Chapter 11 Petition filed September 20, 2010 filed pro se In Re Sergio Luis Zepeda Leticia Zepeda Bankr. C.D. Calif. Case No. 10-49873 Chapter 11 Petition filed September 20, 2010 See http://bankrupt.com/misc/cacb10-49873.pdf In Re W. H. Inc. Figurski Bankr. E.D. Mich. Case No. 10-35059 Chapter 11 Petition filed September 20, 2010 See http://bankrupt.com/misc/mieb10-35059.pdf In Re La Cucina Trattoria, LLC Bankr. D. N.J. Case No. 10-38941 Chapter 11 Petition filed September 20, 2010 See http://bankrupt.com/misc/njb10-38941.pdf In Re TG55, LLC Bankr. D. N.J. Case No. 10-38915 Chapter 11 Petition filed September 20, 2010 See http://bankrupt.com/misc/njb10-38915.pdf In Re Douglas A. Ross Bankr. N.D. Ohio Case No. 10-64019 Chapter 11 Petition filed September 20, 2010 See http://bankrupt.com/misc/ohnb10-64019.pdf In Re All Vending Services Inc. Bankr. D. Puerto Rico Case No. 10-08661 Chapter 11 Petition filed September 20, 2010 See http://bankrupt.com/misc/prb10-08661.pdf In Re Las Cruces Behavioral Medicine Associates, Inc. dba Gabriel Armenta Hernandez/Las Cruces Behavioral Medicine Associates, Inc. Bankr. W.D. Texas Case No. 10-32008 Chapter 11 Petition filed September 20, 2010 See http://bankrupt.com/misc/txwb10-32008.pdf In Re Trapper Peak Timber Inc. Bankr. W.D. Wash. Case No. 10-21139 Chapter 11 Petition filed September 20, 2010 See http://bankrupt.com/misc/wawb10-21139.pdf In Re GHP Properties, LLC Bankr. E.D. Ark. Case No. 10-16900 Chapter 11 Petition filed September 21, 2010 See http://bankrupt.com/misc/areb10-16900.pdf In Re Cristie Tolotti dba The Tolotti Ranch Bankr. C.D. Calif. Case No. 10-14856 Chapter 11 Petition filed September 21, 2010 filed pro se In Re Faro De Luz Central, Inc. Bankr. C.D. Calif. Case No. 10-50290 Chapter 11 Petition filed September 21, 2010 See http://bankrupt.com/misc/cacb10-50290.pdf In Re Nancy Davies Newman Bankr. E.D. Calif. Case No. 10-45085 Chapter 11 Petition filed September 21, 2010 filed pro se In Re ATL Bazaar LLC Bankr. N.D. Ga. Case No. 10-87937 Chapter 11 Petition filed September 21, 2010 filed pro se In Re Eagle Fence, Inc. Bankr. N.D. Ind. Case No. 10-14110 Chapter 11 Petition filed September 21, 2010 See http://bankrupt.com/misc/innb10-14110.pdf In Re Hartford Turnpike Realty, Inc. Bankr. D. Mass. Case No. 10-44668 Chapter 11 Petition filed September 21, 2010 See http://bankrupt.com/misc/mab10-44668.pdf In Re Fournier Trucking, Inc. Bankr. D. N.H. Case No. 10-14059 Chapter 11 Petition filed September 21, 2010 See http://bankrupt.com/misc/nhb10-14059.pdf In Re American Dream 1, Inc. Bankr. D. N.J. Case No. 10-39180 Chapter 11 Petition filed September 21, 2010 See http://bankrupt.com/misc/njb10-39180.pdf In Re QTech Properties, LLC aka Qtech LLC Bankr. D. N.J. Case No. 10-39143 Chapter 11 Petition filed September 21, 2010 filed pro se In Re Reef Environmental Services, LLC Bankr. M.D. Ala. Case No. 10-32555 Chapter 11 Petition filed September 22, 2010 See http://bankrupt.com/misc/almb10-32555.pdf In Re 1495 Investors,LLC Bankr. E.D. Calif. Case No. 10-45214 Chapter 11 Petition filed September 22, 2010 filed pro se In Re Harriet Sanders Stricklen Bankr. E.D. Calif. Case No. 10-45213 Chapter 11 Petition filed September 22, 2010 filed pro se In Re Tamar Diamonds, Inc. Bankr. S.D. Fla. Case No. 10-38472 Chapter 11 Petition filed September 22, 2010 See http://bankrupt.com/misc/flsb10-38472.pdf In Re Nature's Pace Sanctuary, Incorporated fdba Locust Grove Community, Inc. Bankr. E.D. Mo. Case No. 10-11213 Chapter 11 Petition filed September 22, 2010 See http://bankrupt.com/misc/moeb10-11213.pdf In Re Harris Land Development, LLC Bankr. W.D. Mo. Case No. 10-62322 Chapter 11 Petition filed September 22, 2010 See http://bankrupt.com/misc/mowb10-62322.pdf In Re Freddie's Drive-In of Donaldsonville, L.L.C. Bankr. M.D. La. Case No. 10-11498 Chapter 11 Petition filed September 22, 2010 See http://bankrupt.com/misc/lamb10-11498p.pdf See http://bankrupt.com/misc/lamb10-11498c.pdf In Re Freddie's Drive-In No. 3 of Thibodaux, L.L.C. Bankr. M.D. La. Case No. 10-11499 Chapter 11 Petition filed September 22, 2010 See http://bankrupt.com/misc/lamb10-11499.pdf In Re Great Basin Internet Services, Inc. Bankr. D. Nev. Case No. 10-53779 Chapter 11 Petition filed September 22, 2010 See http://bankrupt.com/misc/nvb10-53779.pdf In Re North Coast Drilling Services, Inc. Bankr. N.D. Ohio Case No. 10-19315 Chapter 11 Petition filed September 22, 2010 See http://bankrupt.com/misc/ohnb10-19315.pdf In Re SRR Partners, LLC Bankr. D. Utah Case No. 10-33053 Chapter 11 Petition filed September 22, 2010 See http://bankrupt.com/misc/utb10-33053.pdf In Re David L. Moore Carol A. Moore Bankr. E.D. Va. Case No. 10-51730 Chapter 11 Petition filed September 22, 2010 See http://bankrupt.com/misc/vaeb10-51730.pdf In Re Flagstaff Concrete Products, LLC Bankr. D. Ariz. Case No. 10-30512 Chapter 11 Petition filed September 23, 2010 See http://bankrupt.com/misc/azb10-30512.pdf In Re Matthew P. Ragusa Jayne T. Ragusa Bankr. D. Ariz. Case No. 10-30499 Chapter 11 Petition filed September 23, 2010 See http://bankrupt.com/misc/azb10-30499.pdf In Re Eduardo Monroy Bankr. C.D. Calif. Case No. 10-21989 Chapter 11 Petition filed September 23, 2010 See http://bankrupt.com/misc/cacb10-21989.pdf In Re Kaufman Pierce Plaza, LLC Bankr. C.D. Calif. Case No. 10-22007 Chapter 11 Petition filed September 23, 2010 See http://bankrupt.com/misc/cacb10-22007.pdf In Re Salmo Partners LLC Bankr. D. Colo. Case No. 10-34133 Chapter 11 Petition filed September 23, 2010 filed pro se In Re UE Member NCS, LLC Bankr. D. Del. Case No. 10-13093 Chapter 11 Petition filed September 23, 2010 See http://bankrupt.com/misc/deb10-13093.pdf In Re Sauce, Incorporated Bankr. S.D. Iowa Case No. 10-04721 Chapter 11 Petition filed September 23, 2010 See http://bankrupt.com/misc/iasb10-04721.pdf In Re Steven Michael Recker Shelly Marie Recker Bankr. E.D. Mich. Case No. 10-35125 Chapter 11 Petition filed September 23, 2010 See http://bankrupt.com/misc/mieb10-35125p.pdf See http://bankrupt.com/misc/mieb10-35125c.pdf In Re Paul Ancheta Aquino, Jr. Mary A. Aquino Bankr. D. Nev. Case No. 10-28024 Chapter 11 Petition filed September 23, 2010 See http://bankrupt.com/misc/nvb10-28024.pdf In Re Aberdeen Group, L.L.C. Bankr. D. Ariz. Case No. 10-30737 Chapter 11 Petition filed September 24, 2010 See http://bankrupt.com/misc/azb10-30737p.pdf See http://bankrupt.com/misc/azb10-30737c.pdf In Re Action Entrances, Inc. Bankr. D. Ariz. Case No. 10-30751 Chapter 11 Petition filed September 24, 2010 See http://bankrupt.com/misc/azb10-30751p.pdf See http://bankrupt.com/misc/azb10-30751c.pdf In Re Arizona Self-Storage At Lindsay Road LLC Bankr. D. Ariz. Case No. 10-30727 Chapter 11 Petition filed September 24, 2010 See http://bankrupt.com/misc/azb10-30727p.pdf See http://bankrupt.com/misc/azb10-30727c.pdf In Re Culver City Self-Storage, LLC Bankr. D. Ariz. Case No. 10-30734 Chapter 11 Petition filed September 24, 2010 See http://bankrupt.com/misc/azb10-30734p.pdf See http://bankrupt.com/misc/azb10-30734c.pdf In Re Datum Communications Inc. aka Extreme Internet Bankr. D. Ariz. Case No. 10-30770 Chapter 11 Petition filed September 24, 2010 In Re Mariposa Road Self-Storage Associates LLC Bankr. D. Ariz. Case No. 10-30713 Chapter 11 Petition filed September 24, 2010 See http://bankrupt.com/misc/azb10-30713p.pdf See http://bankrupt.com/misc/azb10-30713c.pdf In Re Nogales Self Storage Associates, L.L.C. Bankr. D. Ariz. Case No. 10-30716 Chapter 11 Petition filed September 24, 2010 See http://bankrupt.com/misc/azb10-30716p.pdf See http://bankrupt.com/misc/azb10-30716c.pdf In Re Rancho AAA Trust Bankr. D. Ariz. Case No. 10-30639 Chapter 11 Petition filed September 24, 2010 filed pro se In Re Sahuarita Self Storage L.L.C. Bankr. D. Ariz. Case No. 10-30721 Chapter 11 Petition filed September 24, 2010 See http://bankrupt.com/misc/azb10-30721p.pdf See http://bankrupt.com/misc/azb10-30721c.pdf In Re Thornydale Self Storage Associates, LLC Bankr. D. Ariz. Case No. 10-30723 Chapter 11 Petition filed September 24, 2010 See http://bankrupt.com/misc/azb10-30723p.pdf See http://bankrupt.com/misc/azb10-30723c.pdf In Re Carson Kolb Healthcare Group, Inc. Bankr. C.D. Calif. Case No. 10-23592 Chapter 11 Petition filed September 24, 2010 See http://bankrupt.com/misc/cacb10-23592.pdf In Re Dennis Michael Garrison Kathleen Grace Garrison Bankr. C.D. Calif. Case No. 10-14922 Chapter 11 Petition filed September 24, 2010 See http://bankrupt.com/misc/cacb10-14922.pdf In Re Susan Lynn Sidwell Bankr. C.D. Calif. Case No. 10-50817 Chapter 11 Petition filed September 24, 2010 See http://bankrupt.com/misc/cacb10-50817.pdf In Re Cesar C. Campos Lorna A. Campos Bankr. N.D. Calif. Case No. 10-59944 Chapter 11 Petition filed September 24, 2010 filed pro se In Re WCD Properties, Inc. Bankr. N.D. Miss. Case No. 10-14642 Chapter 11 Petition filed September 24, 2010 See http://bankrupt.com/misc/msnb10-14642.pdf In Re Herren Excavating LLC Bankr. W.D. Mo. Case No. 10-62355 Chapter 11 Petition filed September 24, 2010 See http://bankrupt.com/misc/mowb10-62355.pdf In Re Tracy Lee Rouse-Hurst Bankr. D. Nev. Case No. 10-28140 Chapter 11 Petition filed September 24, 2010 filed pro se In Re Dasoda Corp. Bankr. D. N.J. Case No. 10-39528 Chapter 11 Petition filed September 24, 2010 See http://bankrupt.com/misc/njb10-39528.pdf ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2010. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***