/raid1/www/Hosts/bankrupt/TCR_Public/101006.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, October 6, 2010, Vol. 14, No. 277
Headlines
460 TENNESSEE: Has No Interest in Rents & Stay is Lifted
A J & J REAL ESTATE: Case Summary & 2 Largest Unsecured Creditors
AG ENERGY: Files Schedules of Assets & Liabilities
AG ENERGY: Section 341(a) Meeting Scheduled for Oct. 26
ALASKA COMMUNICATIONS: S&P Affirms 'B+' Corporate Credit Rating
ALLIED DEFENSE: Stockholders Approve Dissolution Plan
ALLMERICA CBO: Fitch Downgrades Ratings on Senior Notes to 'D'
ALTA MESA: S&P Assigns 'B' Corporate Credit Rating
AMERICAN CARIBBEAN: Case Summary & 15 Largest Unsecured Creditors
AMERICAN INT'L: Asian Investors Pledge $1.9-Bil. for AIA
AMERICAN INT'L: Risk Officer Robert Lewis Retires
AMES TRUE: S&P Raises Corporate Credit Rating to 'BB-'
AMSCAN HOLDINGS: Enters Into $325-Mil. New ABL Facility
ANGIOTECH PHARMACEUTICALS: S&P Cuts Corporate Credit Rating to 'D'
APEX OIL: Supreme Court Denies Appeal on $150M Cleanup Liability
ASARCO LLC: Contribution Claims of States, Bondholders Denied
ASARCO LLC: Plan Admin. Seeks Summary Judgement Against ASM
ASARCO LLC: Appeals Court Halts Arizona Land Exchange
ASPEN DENTAL: S&P Downgrades Rating on $195 Mil. Notes to 'B'
BLOCKBUSTER INC: Discloses Terms of $125 Mil. DIP Facility
BLOCKBUSTER INC: Proposes to Hire Professionals in Ordinary Course
BLOCKBUSTER INC: Wins Interim Approval to Pay Critical Vendors
BRIGHAM EXPLORATION: Completes Issuance of $300-Mil. Sr. Notes
C&D TECHNOLOGIES: NYSE Commences Suspension Procedures for Firm
CHEM RX: Plan Filing Exclusivity Extended Until Nov. 9
CHEMICAL BUILDING: Case Summary & 20 Largest Unsecured Creditors
CHATEAU DE VILLE: Case Summary & 14 Largest Unsecured Creditors
CHETOLA SEVERN: Case Summary & 2 Largest Unsecured Creditors
CLAIM JUMPER: Wins Approval to Auction Off Restaurant Chain
CLEAR CHANNEL: Weldo Resigns From Board; Azoff Takes Post
CMB III: Section 341(a) Meeting Scheduled for Oct. 26
CNH GLOBAL: S&P Affirms Corporate Credit Rating at 'BB+'
DAVITA INC: S&P Affirms Corporate Credit Rating at 'BB-'
DECRANE AEROSPACE: S&P Withdraws 'B-' Corporate Credit Rating
DOLLAR THRIFTY: S&P Retains CreditWatch Positive on 'B+' Ratings
DOLLAR THRIFTY: To Cooperate With Avis in Seeking Regulatory OK
DRUMMOND CO: S&P Retains 'BB-' Rating on CreditWatch Developing
DYNAVAX TECHNOLOGIES: To Report Data on HEPLISAV at AASLD Meeting
EFH REALTY: Case Summary & 9 Largest Unsecured Creditors
EVRAZ INC: S&P Assigns 'B' Long-Term Corporate Credit Rating
EXCEL CAPITAL: Waste Material Union Files WARN Act Lawsuit
FIRST NATIONAL: J. Barry Mason Resigns as Chief Executive
FORD MOTOR: Plans to Cut 175 Lincoln Dealerships
FORT DEARBORN: S&P Withdraws 'B' Corporate Credit Rating
GARLOCK SEALING: Asbestos Panel Says Debtor Hopelessly Insolvent
GARLOCK SEALING: Opposes Asbestos Panel's Proposed Plan Schedule
GARLOCK SEALING: Proposes Dismissal Pact in AMICO Action
GEOEYE INC: S&P Assigns 'B-' Rating on $125 Million Notes
GENERAL GROWTH: Names Board of Directors for Post-Emergence GGP
GULF FLEET: Can Access Lenders' Cash Collateral Until October 29
GULF FLEET: Has Until October 29 to Propose Chapter 11 Plan
HANMI FINANCIAL: Amends Woori Securities Purchase Agreement
HARRISBURG, PA: Covanta Energy Sues Over $1.9MM Skipped Payments
HERITAGE CIRCLE: Case Summary & 10 Largest Unsecured Creditors
HERTZ GLOBAL: S&P Retains CreditWatch Positive on Ratings
HOSPITAL DAMAS: Section 341(a) Meeting Scheduled for Nov. 1
HUDSON PRODUCTS: S&P Changes Outlook to Stable; Affirms B- Rating
HYDROGENICS CORP: Issues 2nd Tranche of Shares to CommScope
INTERNATIONAL GARDEN: Case Summary & 30 Largest Unsec. Creditors
JNL FUNDING: Court Denies Request to Disband Creditors Committee
JOHNSON MEMORIAL: Emerges from Chapter 11 Bankruptcy Protection
JON HAMPTON: Voluntary Chapter 11 Case Summary
LAKE STREET: Case Summary & 20 Largest Unsecured Creditors
LIBERTY TIRE: S&P Assigns 'B' Long-Term Corporate Credit Rating
LINGO MEDIA: Posts C$924,000 Net Loss in June 30 Quarter
LODGENET INTERACTIVE: Moody's Withdraws B3 Rating on $435MM Notes
LOEHMANN'S HOLDINGS: S&P Downgrades Corporate Credit Rating to 'D'
MAUI LAND: Consummates Sale of Kapalua Golf Course to TY Mgt.
MEDCLEAN TECHNOLOGIES: Kenneth Londoner Resigns as Director
MEDSCI DIAGNOSTICS: Court Denies Dismissal of Reorganization Case
MEDSCI DIAGNOSTICS: Files Schedules of Assets and Liabilities
MERRYHILL FARMS: Voluntary Chapter 11 Case Summary
METALDYNE LLC: S&P Gives 'B+' Corp. Rating; Outlook 'Stable'
METROFINANCIERA S.A.P.I: U.S. Court Approves Chapter 15 Petition
MEXICANA AIRLINES: Boeing Seeks New Customers for 717 Planes
MIDWEST BANC: Wilmington Trust Appointed to Creditors Committee
MOMENTIVE PERFORMANCE: Completes Combination With Hexion LLC
NBTY INC: S&P Assigns 'BB-' Rating on Senior Secured Facility
NEVADA ROYALE: Case Summary & 11 Largest Unsecured Creditors
NIELSEN FINANCE: Note Upsizing Won't Affect S&P's 'B' Rating
O.L. JOHNSON: Case Summary & 20 Largest Unsecured Creditors
OPUS EAST: Trustee Gets Dec. 23 Deadline for Lease Decisions
OPUS EAST: Trustee to Abandon 100 M St. Property
OPUS SOUTH: Ch. 7 Trustee Proposes Cooch & Taylor as Counsel
OPUS SOUTH: Court Converts Case into Chapter 7 Liquidation
OPUS WEST: Bittner Wants More Time for Distributions
ORLEANS HOMEBUILDERS: Court Okays Disclosure Statement
PENN NATIONAL: Moody's Gives Stable Outlook, Affirms 'Ba2' Rating
PERRY COUNTY: Plan Confirmation Hearing Set for November 16
PFG ASPENWALK: Section 341(a) Meeting Scheduled for Nov. 2
PHILADELPHIA NEWSPAPERS: Lenders Set to Close Purchase of Business
PHYLLIS MOORE: Case Summary & 6 Largest Unsecured Creditors
PLASTECH EXTERIOR: PBGC Assumes Underfunded Pension Plan
QOC I: Section 341(a) Meeting Scheduled for Nov. 12
QOC I: Taps Genovese Joblove as Bankruptcy Counsel
QUECHAN TRIBE: Fitch Affirms Issuer Rating at 'CCC'
RAFAEL MIRCHOU: Case Summary & 12 Largest Unsecured Creditors
RASER TECHNOGIES: Has Not Made $2.2MM Interest Payment on Notes
REDDY ICE: William Tolany to Move to Business Development Office
REFCO INC: Court OKs Togut Settlement With Former Customers
REFCO INC: Investors Seek Nod of Underwriters & THL Settlement
REFCO INC: Proposes Approval of Whittelsey Settlement
RENASCENT, INC: Case Summary & 2 Largest Unsecured Creditors
RESOURCE TECHNOLOGY: 7th Cir. Blocks Contract Assignments
RESOURCE TECHNOLOGY: 7th Cir. Affirms Trust & Chiplease Rulings
ROBERT GENSON: Case Summary & 13 Largest Unsecured Creditors
ROGER SCHIEFLER: Case Summary & 20 Largest Unsecured Creditors
ROTECH HEALTHCARE: S&P Raises Corporate Credit Rating to 'B-'
SIRIUS XM: Expects 20.1-Mil. Year-End Subscribers
STARBAK INC: Kachroo Not Eligible for Pay Under Sec. 330(a)(1)
STARWOOD HOTELS: S&P Raises Corporate Credit Rating to 'BB+'
TEREX CORP: Amends Credit Agreement, to Buy Back Notes
THOMPSON PUBLISHING: Simba Analyst Probes Chapter 11 Filing
TRI-VALLEY CORP: Inks Tolling Agreement with Investor in TVC Opus
TRIBUNE CO: Proposes Novack as Special Counsel
TRIBUNE CO: Proposes Sitrick as Communications Consultant
ULTIMATE ESCAPES: Creditors Urge Judge to Slow Down Assets Sale
UNITED CONTINENTAL: Continental Reports Sept. 2010 Traffic Results
UNITED CONTINENTAL: Two Airlines Close Merger Transaction
UNITED CONTINENTAL: UAL Board Approves NYSE Transfer
UNIVERSAL BUILDING: Objects to Creditors' Demand for a Trustee
WALKER-CALLAHAM: Section 341(a) Meeting Scheduled for Nov. 16
* Personal Bankruptcy Filings Jump in September
* Northwest Ohio Bankruptcy Filings Drop to 698 in September
* Judge Sides With Foreclosure Firm, Blocks Fla. Atty Gen. Probe
* Paperwork Fuels Foreclosure Fights
* Judge's Rulings Create Hurdles for Creditors, Expert Says
* Upcoming Meetings, Conferences and Seminars
*********
460 TENNESSEE: Has No Interest in Rents & Stay is Lifted
--------------------------------------------------------
Under Tennessee law, WestLaw reports, an assignment of rents
clause in a deed of trust, pursuant to which a deed of trust
borrower "absolutely and unconditionally assign[ed] and
transfer[red]" rents so as to effect "an absolute present
assignment and not an assignment for additional security only,"
was sufficiently clear and unambiguous in its intent to effect an
unconditional assignment of rents to rebut the presumption that
the assignment was intended only as a security interest. This was
especially true where the assignment further provided that the
borrower retained nothing more than a revocable license to collect
rents, did not require the lender to take any action in order to
collect rents after the borrower's default, and gave the lender
discretion regarding the application of any rents collected after
the borrower's default. Thus, because the borrower retained no
interest in the rents post-default, the lender was entitled to
relief from the stay in effect in the borrower's Chapter 11 case
to exercise its rights in rent. 460 Tennessee Street, LLC v.
Telesis Community Credit Union, --- B.R. ----, 2010 WL 3064006
(W.D. Tenn.) (Anderson, J.).
This decision from the U.S. District Court affirms a Nov. 5, 2010,
ruling by the Honorable Jennie D. Latta -- see
http://www.tnwb.uscourts.gov/opinions/jdl/pdf/jdl20091105nn1.pdf
-- granting the lender relief from the automatic stay. Telesis
Community Credit Union is owed about $3 million, secured by a deed
of trust on real property located at 460 Tennessee St. in Memphis,
Tenn.
460 Tennessee Street, LLC, sought Chapter 11 protection (Bankr.
W.D. Tenn. Case No. 09-28169) on July 29, 2009, and is represented
by Eugene G. Douglass, Esq., in Bartlett, Tenn. At the time of
the filing, the Debtor disclosed $4,001,000 in assets and
$3,251,806 in liabilities.
A J & J REAL ESTATE: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: A J & J Real Estate Development, LLC
7642 South Business US 131
Cadillac, MI 49601
Bankruptcy Case No.: 10-11808
Chapter 11 Petition Date: September 30, 2010
Court: U.S. Bankruptcy Court
Western District of Michigan (Grand Rapids)
Judge: Scott W. Dales
Debtor's Counsel: Michael M. Malinowski, Esq.
MICHAEL M. MALINOWSKI PLC
740 Alger Street, S.E.
Grand Rapids, MI 49507
Tel: (616) 475-4994
Fax: (616) 475-5313
E-mail: ecf@malinowskilaw.com
Scheduled Assets: $1,905,000
Scheduled Debts: $2,453,753
A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/miwb10-11808.pdf
The petition was signed by John Springberg, president of Member
Corporation.
AG ENERGY: Files Schedules of Assets & Liabilities
--------------------------------------------------
Ag Energy Resources, Inc., has filed with the U.S. Bankruptcy
Court for the Southern District of Illinois its schedules of
assets and liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ------ -----------
A. Real Property $4,876,000
B. Personal Property $9,257,914
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $8,567,050
E. Creditors Holding
Unsecured Priority
Claims $175,212
F. Creditors Holding
Unsecured Non-priority
Claims $908,744
----------- -----------
TOTAL $14,133,914 $9,651,006
Benton, Illinois-based Ag Energy Resources, Inc., filed for
Chapter 11 bankruptcy protection on September 23, 2010 (Bankr.
S.D. Ill. Case No. 10-41440). Keith D. Price, Esq., at Sanberg
Phoenix and Goutard, assists the Debtor in its restructuring
effort.
AG ENERGY: Section 341(a) Meeting Scheduled for Oct. 26
-------------------------------------------------------
The U.S. Trustee for Region 10 will convene a meeting of Ag Energy
Resources Inc's creditors on October 26, 2010, at 10:30 a.m. The
meeting will be held at the U.S. Trustee 341 Meeting Room, 302 W
Main Street, Room 1B, Benton, IL 62812.
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.
Benton, Illinois-based Ag Energy Resources, Inc., filed for
Chapter 11 bankruptcy protection on September 23, 2010 (Bankr.
S.D. Ill. Case No. 10-41440). Keith D. Price, Esq., at Sanberg
Phoenix And Goutard, assists the Debtor in its restructuring
effort. In its schedules, the Debtor disclosed $14,133,914 in
total assets and $9,651,006 in total liabilities as of the
Petition Date.
ALASKA COMMUNICATIONS: S&P Affirms 'B+' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its issue-
level and recovery ratings to Anchorage-based diversified
telecommunications company Alaska Communications Systems Holdings
Inc.'s proposed $470 million senior secured credit facility
consisting of a $30 million revolver and a $440 million term loan
B. S&P rated the bank loan 'BB-' with a '2' recovery rating,
which indicates S&P's expectation for substantial (70%-90%)
recovery in the event of default.
The company said it will use the proceeds, coupled with about
$9 million of existing cash to refinance about $426 million of
existing debt and pay about $23 million of related fees and
expenses. S&P expects total funded debt to be about $565 million
after the transaction.
At the same time, S&P affirmed its 'B+' corporate credit rating on
parent company Alaska Communications Systems Group Inc. The
outlook is stable.
Pro forma operating lease-adjusted leverage is about 4.9x, only
slightly higher than ACS' leverage of 4.8x as of June 30, 2010.
Moreover, the transaction modestly improves the company's
liquidity position by extending maturities.
"The ratings on ACS continue to reflect significant competitive
pressure in its core wireline and wireless businesses, limited
geographic diversity, a shareholder-oriented financial policy, and
limited net free cash flow," said Standard & Poor's credit analyst
Allyn Arden. Tempering factors include the company's position as
the largest incumbent local exchange carrier in Alaska and healthy
profitability in the wireless segment.
"S&P considers ACS' business risk profile to be weak, due mainly
to the ILEC business, which has experienced ongoing access-line
losses," added Mr. Arden. These trends are primarily the result
of market share losses to cable operator GCI Inc. (BB-/Stable/--),
which is bundling telephony with high-speed data and video
services, as well as wireless substitution. Retail line losses
were around 5.7% in the second quarter of 2010, year over year,
which is in line with its peer group of rural local exchange
carriers. However, line losses have improved modestly over the
past few quarters, but remain a constraint on the business risk
profile.
ALLIED DEFENSE: Stockholders Approve Dissolution Plan
-----------------------------------------------------
The Allied Defense Group Inc. said its stockholders voted to
approve the dissolution of ADG pursuant to its Plan of Complete
Liquidation and Dissolution.
Inasmuch as no "dominant stockholder" voted to approve the
dissolution, the affirmative vote of the holders of a majority
of the outstanding shares of the Company's common stock was
required to approve the dissolution. Approximately 55.4% of the
outstanding shares of ADG's common stock as of July 26, 2010, the
record date for the special meeting, were voted to approve the
dissolution of ADG.
The Company's board of directors has decided to delay the filing
of a certificate of dissolution with the Delaware Secretary of
State so that stockholders may continue to transfer the common
stock while the board resolves the matters relating to the DOJ
subpoena. Based on this determination, the board will delay the
filing of a certificate of dissolution with the Delaware Secretary
of State until at least August 31, 2011.
Additionally, ADG will continue to file all periodic reports
required under the Securities Exchange Act of 1934, in a timely
manner until at least August 31, 2011.
About The Allied Defense Group, Inc.
Vienna, Va.-based The Allied Defense Group, Inc. (OTCQB: ADGI)
-- http://www.allieddefensegroup.com/-- is a multinational
defense business focused on the manufacture and sale of ammunition
and ammunition related products for use by the U.S. and foreign
governments. Allied's business is conducted by its two wholly
owned subsidiaries: Mecar S.A. ("Mecar") and Mecar USA, Inc.
("Mecar USA"). Mecar is located in Nivelles, Belgium and Mecar
USA is located in Marshall, Texas. Corporate is located in
Vienna, Virginia.
On September 1, 2010, the Company announced that it completed the
sale of substantially all of its assets to Chemring Group PLC.
Chemring paid approximately $59.6 million in cash and assumed
certain specified liabilities in exchange for all of the capital
stock of Mecar sprl (formerly Mecar S.A.) and substantially all of
the assets of Mecar USA.
ADG has no significant operating assets as a result of the asset
sale. ADG will reconvene the adjourned special meeting of its
stockholders at 10:00 a.m. on September 30, 2010, in order to vote
on a proposal to dissolve ADG.
The Company's balance sheet at June 30, 2010, showed $98.1 million
in total assets, $87.9 million in total liabilities, and
stockholders' equity of $10.2 million.
* * *
As reported in the Troubled Company Reporter on April 16, 2010,
BDO Seidman LLP, in Bethesda, Md., expressed substantial doubt
about the Company's ability to continue as a going concern,
following its 2009 results. The independent auditors noted that
the Company has suffered recurring losses from operations. Also,
the Company has been unable to obtain long-term and short-term
financing necessary to support its operations.
ALLMERICA CBO: Fitch Downgrades Ratings on Senior Notes to 'D'
--------------------------------------------------------------
Fitch Ratings marks one class of notes as paid in full and
downgrades and withdraws its rating on one class of notes issued
by Allmerica CBO I, Limited/Corp. The rating actions are:
-- $0 senior notes PIF;
-- $105,145,322 second priority senior notes downgraded to 'D'
from 'C/RR6'.
Fitch subsequently withdraws the rating of the second priority
senior notes since the notes have matured.
At the stated maturity date on June 11, 2010, the senior notes
were paid full interest and their remaining outstanding principal
balance of $6.2 million. The second priority senior notes
received an interest payment of approximately $1.8 million,
leaving a final unpaid principal balance of approximately
$105.1 million. The downgrade of the second priority senior notes
reflects the issuer's failure to redeem the entire principal
amount due at the stated maturity date.
Allmerica CBO I was a collateralized bond obligation that closed
on June 11, 1998, and was managed by Opus Investment Management
Inc.
ALTA MESA: S&P Assigns 'B' Corporate Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Houston-based Alta Mesa Holdings L.P. S&P also
assigned a 'B' issue-level and a '4' recovery rating to Alta
Mesa's planned $300 million senior unsecured note offering due
2018. The '4' recovery rating indicates S&P's expectations of
average (30% to 50%) recovery prospects in the event of a payment
default. Alta Mesa Finance Services Corp., a subsidiary of Alta
Mesa, will be a co-issuer of the notes. Alta Mesa will use
proceeds from the offering to repay existing debt and fund a
$50 million payment to shareholders. The outlook is stable.
"The ratings on Alta Mesa Holdings L.P. reflect the company's
relatively small asset base and production levels, significant
exposure to natural gas [about 80% of production], and the
company's aggressive growth strategy," said Standard & Poor's
credit analyst Lawrence Wilkinson. These risks are mitigated
somewhat by the company's favorable cost structure, modest
geographic diversity, and enhanced liquidity as a result of the
note offering.
S&P views Alta Mesa's business profile as weak. The company's
proved reserve base totaled 314 bcfe at June 30, 2010, and pro
forma production was 92 mmcf per day in the first half of 2010,
which positions the company on the smaller end of rated
exploration and production companies. Alta Mesa's reserves
consist of 73% natural gas and 60% proved developed. While the
company has favorably priced hedges that offset currently weak gas
prices, S&P notes that coverage of planned 2011 production is only
slightly above 30%. The company's organization as a limited
partnership suggests that management will be focused on
aggressively growing production to support the return objectives
of its limited partners. The company has more than doubled its
reserve base over the last two years (primarily through its
acquisitions of Meridian Resources and assets in the Deep Bossier)
and S&P expects the company to pursue production growth rates in
excess of 50% for the next several years.
The stable outlook reflects S&P's view that Alta Mesa will be able
to fund its capital spending and interest obligations in a manner
that does not erode the company's credit protection measures. S&P
would consider a downgrade if the company were to pursue a sizable
acquisition or shareholder distribution that resulted in leverage
approaching 5x. A positive rating action is unlikely over the
intermediate term given S&P's current assessment of the company's
business profile.
AMERICAN CARIBBEAN: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: American Caribbean Trucking Co., Inc.
P.O. Box 9022391
San Juan, PR 00902-2391
Bankruptcy Case No.: 10-09254
Chapter 11 Petition Date: September 30, 2010
Court: U.S. Bankruptcy Court
District of Puerto Rico (Old San Juan)
Debtor's Counsel: Alexis Fuentes Hernandez, Esq.
FUENTES LAW OFFICES
P.O. Box 9022726
San Juan, PR 00902-2726
Tel: (787) 722-5216
Fax: (787) 722-5206
E-mail: alex@fuentes-law.com
Scheduled Assets: $3,080,956
Scheduled Debts: $3,678,048
A list of the Company's 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/prb10-09254.pdf
The petition was signed by Jose C. Baranda Perez, president.
AMERICAN INT'L: Asian Investors Pledge $1.9-Bil. for AIA
--------------------------------------------------------
The Wall Street Journal's Alison Tudor and Serena Ng report that
AIA Group Ltd., the pan-Asian life-insurance business of American
International Group Inc., has secured commitments for $1.9 billion
from five so-called cornerstone investors:
$1,000,000,000 from the Kuwait Investment Authority;
$420,000,000 from property and financial-services firms
Guoco Group Ltd. and Hong Leong Group, both
controlled by Malaysian tycoon Quek Leng Chan;
$200,000,000 from Malaysia's state-owned retirement fund;
$100,000,000 from Chow Tai Fook Enterprises Ltd. and New
World Development Co., both controlled by Hong
Kong tycoon Cheng Yu-tong; and
$100,000,000 from Wharf (Holdings) Ltd., a Hong Kong
ports-to-telecom conglomerate
The Journal says these buyers will invest at the initial public
offering price; in return for a guaranteed allocation of shares,
they have agreed not to dispose of their holdings for six months.
People familiar with the matter told the Journal AIA kicked off
investor presentations for its IPO amid a flurry of requests for
shares from institutional investors. Sources told the Journal
that by midday Tuesday, demand from investors equaled the number
of shares being offered.
AIG's single-largest private shareholder, Fairholme Capital
Management LLC, is set to invest up to $1.1 billion in the IPO,
according to documentation reviewed by The Wall Street Journal.
The Journal further reports that AIA's management will meet
investors in Hong Kong on Wednesday, moving to Singapore on
Friday. The next stop will be Europe, where meetings will
continue until Oct. 14. The meetings will move around the U.S.
between Oct. 15 and Oct. 21. AIA is scheduled to list on the Hong
Kong stock exchange Oct. 29.
The Journal also relates that AIA this week announced the
formation of a new board of directors, which includes AIA chief
executive Mark Tucker and seven non-executive directors. Former
longtime AIA leader Edmund Tse and senior AIG executives Jeffrey
Hurd and Jay Wintrob are on the board.
As reported by the Troubled Company Reporter on October 5, 2010,
Ms. Tudor and Ms. Ng, citing people familiar with the deal, said
the AIA IPO will likely value the Asian unit at between $28.5
billion and $30.5 billion, and could raise more than $15 billion
in cash to repay U.S. taxpayers. In March 2010, Prudential plc
said it would pay $35.5 billion cash and stock for all of AIA, but
later tried to cut the price to $30.4 billion after shareholders
of the U.K. insurer balked at the original deal. AIG's board of
directors voted against the lower Prudential offer and opted to
sell about half of AIA in an IPO.
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: Risk Officer Robert Lewis Retires
-------------------------------------------------
The Wall Street Journal's Alison Tudor and Serena Ng report that
American International Group Inc.'s chief risk officer, Robert
Lewis, is retiring, according to a letter sent to employees
Tuesday by AIG Chief Executive Robert Benmosche. Mr. Lewis joined
AIG in 1993 and has been chief risk officer since 2004.
A person familiar with the matter told the Journal that upon his
departure, Mr. Lewis, an AIG senior vice president, will receive
24 months of severance payments according to the terms of the
company's executive severance plan.
According to the Journal, the executive-severance plan was put in
place before the government bailed out AIG and provides for
severance benefits if certain senior executives depart for certain
reasons, including reductions in their pay or their job duties.
AIG hasn't disclosed Mr. Lewis's annual compensation.
The Journal notes Mr. Benmosche called Mr. Lewis a "true
professional" and said AIG plans to name a successor soon and that
Mr. Lewis will help see through the transition.
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.
AMES TRUE: S&P Raises Corporate Credit Rating to 'BB-'
------------------------------------------------------
Standard & Poor's Rating Services said that it raised its
corporate credit rating on Camp Hill, Pa.-based Ames True Temper
Inc. to 'BB-' from 'B-', the same rating as Clopay Ames True
Temper Holding Corp. (BB-/stable/--), and subsequently removed
them from CreditWatch with positive implications, where they were
placed on July 21, 2010. The outlook is stable. Following this
rating action, Standard & Poor's withdrew its corporate credit
rating and issue-level ratings on Ames.
In connection with the acquisition transaction, Griffon Corp. and
its affiliates completed a tender offer for both the $150 million
senior floating rate notes due 2012 and the $150 million 10%
senior subordinated notes due 2012. The company has indicated
that it will redeem any notes outstanding after the tender offer
in accordance with the terms of the notes.
AMSCAN HOLDINGS: Enters Into $325-Mil. New ABL Facility
-------------------------------------------------------
AMSCAN Holdings Inc. has entered into an amended and extended ABL
revolving credit facility on August 13, 2010, for an aggregate
principal amount of up to $325,000,000 for working capital,
general corporate purposes and the issuance of letters of credit.
The New ABL facility was used to refinance the Company's then
existing ABL revolver and its Party City Franchise Group revolver
and term loan agreement. At closing, PCFG became a Borrower under
the New ABL facility and a Restricted Subsidiary under the
terms of the Company's Term Loan Credit Agreement, its 8.75%
$175,000,000 senior subordinated notes and the New ABL Facility.
The New ABL facility provides for:
a) revolving loans during the five year period ended August 12,
2015 in an aggregate principal amount at any time
outstanding not to exceed $325,000,000, subject to a
borrowing base,
b) swing-line loans in an aggregate principal amount at any
time outstanding not to exceed 10% of the aggregate
commitments under the facility and
c) letters of credit, in an aggregate face amount at any time
outstanding not to exceed $50,000,000, to support payment
obligations incurred in the ordinary course of business by
the Company and its subsidiaries.
Under the New ABL facility, the borrowing base at any time equals:
a) 85% of eligible trade receivables plus
b) 85% of eligible inventory at its net orderly liquidation
value and
c) 90% of eligible credit card receivables, less
d) certain reserves.
The New ABL facility provides for two pricing options:
i) an alternate base interest rate equal to the greater ofL
a) the prime rate
b) the federal funds rate plus 1/2 of 1% or
c) the LIBOR rate plus 1%, in each case, on the date of such
borrowing or
ii) a LIBOR based interest rate determined by reference to the
LIBOR cost of funds for U.S. dollar deposits for the
relevant interest period adjusted for certain additional
costs and, in each case, plus an applicable margin.
The applicable margin ranges from 1.25% to 1.75% with respect to
ABR borrowings and from 2.25% to 2.75% with respect to LIBOR
borrowings.
In addition to paying interest on outstanding principal under the
ABL Credit Agreement, the Company is required to pay a commitment
fee of between 0.375% and 0.50% per annum in respect of the
unutilized commitments thereunder. The Company must also pay
customary letter of credit fees and agency fees.
The obligations of the Company under the New ABL facility are
jointly and severally guaranteed by AAH Corporation, its parent
company, and each wholly-owned domestic subsidiary of the Company.
Each guarantor has secured its obligations under the guaranty by a
first priority lien on its accounts receivable and inventories and
a second priority lien on substantially all of its other assets.
The New ABL facility contains negative covenants that are
substantially similar to the Term Loan Credit Agreement and
requires the Company to comply with certain financial covenants if
its excess availability is less than 15% of the lower of the
aggregate commitment or the borrowing base for three consecutive
days.
The New ABL facility also contains certain customary affirmative
covenants and events of default.
About Amscan Holdings
Based in Road Elmsford, New York, Amscan Holdings, Inc., designs,
manufactures, contracts for manufacture and distributes party
goods, including paper and plastic tableware, metallic balloons,
accessories, novelties, gifts and stationery. The Company also
operates retail party goods and social expressions supply stores
in the United States under the names Party City, Party America,
The Paper Factory, Halloween USA and Factory Card & Party Outlet,
and franchises both individual stores and franchise areas
throughout the United States and Puerto Rico principally under the
names Party City and Party America. The Company is a wholly owned
subsidiary of AAH Holdings Corporation.
* * *
Amscan Holdings carries Standard & Poor's Ratings Services' 'B'
corporate credit rating, and Moody's Investors Service's 'B2'
Corporate Family and Probability of Default Ratings.
Standard & Poor's Rating Services said it placed its 'B' corporate
credit rating and all other related ratings on Elmsford, N.Y.-
based Amscan Holdings Inc. on CreditWatch with positive
implications. Standard & Poor's could either raise or affirm the
rating when it resolves the CreditWatch listing.
ANGIOTECH PHARMACEUTICALS: S&P Cuts Corporate Credit Rating to 'D'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Vancouver-based Angiotech
Pharmaceuticals Inc. to 'D' (default) from 'CC'. At the same
time, S&P lowered its issue-level rating on the company's
US$250 million senior subordinated debt to 'D' from 'C'. S&P
also lowered the issue-level rating on the US$325 million senior
unsecured notes to 'C' from 'CC'. The recovery rating on each
debt piece is unchanged.
"The downgrade follows Angiotech's nonpayment of interest expense
on its US$250 million 7.75% senior unsecured notes, which was due
Oct. 1, 2010," said Standard & Poor's credit analyst Lori Harris.
Angiotech's failure to make the interest payment within the 30-day
cure period will result in an event of default on the company's
US$325 million senior unsecured notes due 2013. In the unlikely
event that the company makes the payment within the cure period,
S&P could raise the ratings.
APEX OIL: Supreme Court Denies Appeal on $150M Cleanup Liability
----------------------------------------------------------------
The U.S. Supreme Court on Monday refused to take up Apex Oil Co.
Inc.'s appeal of a decision that barred the Company from evading
vast environmental liability through the bankruptcy process,
Bankruptcy Law360 reports. The high court denied Apex's petition
for writ of certiorari, dashing the Apex's hope for a possible
reprieve from an order requiring it to clean up $150 million in
pollution, according to Law360.
The Apex Oil Company, threatened with foreclosure on a
$533 million loan and liquidation of its assets following its
disastrous purchase of Clark Oil & Refining Corp., filed for
protection from creditors under Chapter 11 of the U.S. Bankruptcy
Code in December 1987. At the time of the filing, Fortune
magazine reported that Apex was the nation's fifth-largest
privately held company, with annual sales of $8 billion, and
employed more than 9,000 people in 49 states. After shedding its
refining operations and returning to its roots by focusing on oil
trading, storage, and shipping, Apex emerged from Chapter 11 in
1990.
ASARCO LLC: Contribution Claims of States, Bondholders Denied
-------------------------------------------------------------
Judge Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas denied requests for payment of fees
and reimbursement of expenses for substantial contribution
asserted against the ASARCO LLC bankruptcy estates pursuant to
Sections 503(b)(3)(D) and (b)(4) of the Bankruptcy Code by
certain majority bondholders, the Environment and Natural
Resources Division of the United States of America Department of
Justice, the Texas Attorney General's Office, and the states of
Washington and Montana.
The Majority Bondholders consist of Harbinger Capital Partners
Master Fund I, Ltd., Harbinger Capital Partners Special
Situations Fund, L.P., and Citigroup Global Markets, Inc. The
Bondholders sought as much as $16.7 million in substantial
contribution claims based on the assertion that the plan of
reorganization filed by Harbinger was the cause of a bidding war
between Sterlite (USA), Inc., the purchaser under the ASARCO LLC
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.
The Majority Bondholders hired numerous professionals to assist
them, and noted that they incurred these fees and expenses for
those professionals, in relation to the ASARCO bankruptcy cases:
-- Kramer Levin Naftalis & Frankel LLP as bankruptcy counsel
billed $7,513,843.23 for the period from April 2006 to
November 2009.
-- Latham & Watkins LLP as environmental counsel 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 Shaw LLP as labor counsel billed $612,009.54 for
the period from September 2006 to June 2008.
-- Jefferies & Company, Inc., an investment bank, as
financial advisor billed $1,708,793.21 for the period from
February 2007 to August 2008.
-- Winstead PC as local counsel billed $1,663,405.20 for the
period from July 2007 to November 2009.
-- The fees of Entrix Inc. as an environmental consultant
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.
The ENRD sought to recover $3,834,399, the Texas Attorney General
sought $873,200, Montana sought $1,372,254, and Washington sought
$113,677 in substantial contribution claims.
In an 18-page memorandum opinion and order, Judge Schmidt held
that none of the Majority Bondholders established the elements
required by the Fifth Circuit's ruling in Hall Fin. Group, Inc.
v. DP Partners, L.P. (In re DP Partners, L.P)., 106 F.3d 667, 73
(5th Cir. 1997) cert. denied, 522 U.S. 815 (1997), to demonstrate
that they made a substantial contribution in the Debtors'
bankruptcy cases under Section 503(b)(3)(D).
"In sum, the [Majority Bondholders] were large and expectedly
active creditors in these bankruptcy cases and nothing more,"
Judge Schmidt said. "However, merely being an active creditor in
a bankruptcy case does not entitle that creditor to a claim for
making a substantial contribution," he continued citing In re
Mirant, 354 B.R. at 136.
The Court acknowledged that the Debtors' bankruptcy cases were
successful for all creditors, but opined that the actions of the
Majority Bondholders were not the primary cause of this success,
nor did they create a "rare" or "unusual" circumstance that would
constitute a substantial contribution.
In a separate memorandum, Judge Schmidt held that all of the
response costs incurred by the Government and the States were
allocable to and related to the underlying environmental sites,
and that all of these response costs were fully resolved and
satisfied under the environmental settlement agreements entered
into by the Debtors with the various states and environmental
agencies. Accordingly, all of the legal services provided by the
counsel to the Government and the States in the Debtors'
bankruptcy cases have already been fully satisfied and resolved
through the settlement agreements, he averred.
Because the Majority Bondholders, the ENRD and the States failed
to show that they made a substantial contribution to the
bankruptcy cases pursuant to Section 503(b)(3)(D), they cannot
recover for any expenses that they incurred and are not entitled
to recover legal fees or expenses under Section 503(b)(4), Judge
Schmidt ruled.
Full-text copies of Judge Schmidt's memoranda are available for
free at:
* http://bankrupt.com/misc/ASARCO_StatesMemo_092910.pdf
* http://bankrupt.com/misc/ASARCO_BondholdersMemo_092810.pdf
About Asarco LLC
Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.
ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.
On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC. The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.
Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
ASARCO LLC: Plan Admin. Seeks Summary Judgement Against ASM
-----------------------------------------------------------
ASARCO LLC Plan Administrator Mark A. Roberts seeks a summary
judgment on his objection to the Section 4.4 Motion filed by ASM
Capital, L.P., ASM Capital II, L.P., and ASM Capital III, L.P.
Section 4.4 Motions seek additional postpetition interest and
attorney's fees pursuant to Section 4.4 of the Debtors' Confirmed
of Reorganization.
Pursuant to its Section 4.4 Motion, ASM is asking the Bankruptcy
Court to conclude that, as an unimpaired claimant, it should
receive postpetition interest at various state law rates rather
than the Plan Rate, Dion W. Hayes, Esq., at McGuirewoods LLP, in
Richmond, Virginia, cites.
Representing the Plan Administrator, Mr. Hayes contends that the
Bankruptcy Code does not require that unimpaired creditors
receive postpetition interest at state law interest rates. In
fact, he notes, the great weight of authority requires bankruptcy
courts to apply the federal judgment rate to allowed unsecured
claims in bankruptcy cases to the extent the claims are entitled
to postpetition interest. "Because the federal judgment rate
applies to federal judgments and because a claim allowance order
in bankruptcy is the equivalent of a federal judgment entered as
of the petition date, the Plan Rate is the rate applicable to
ASM's Claims as a matter of law," Mr. Hayes maintains.
Judge Schmidt will consider the Plan Administrator's Summary
Judgment Motion with respect to ASM's request at a hearing set
for November 1, 2010.
Another hearing is scheduled to be held on October 26, 2010, to
consider the Plan Administrator's objection to the Colorado
School of Mines' Section 4.4 Motion.
About Asarco LLC
Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.
ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.
On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC. The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.
Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
ASARCO LLC: Appeals Court Halts Arizona Land Exchange
-----------------------------------------------------
The Ninth Circuit Court of Appeals has upheld a decision halting
the Bureau of Land Management's plans for a land exchange with
mining corporation Asarco LLC.
The panel's decision on September 23, 2010, upheld a 2009 ruling
overturning the BLM's plans to swap more than 10,000 acres of
public land east of Phoenix for about 7,300 acres of private land
from Asarco. Asarco had sought an "en banc," or panel, review of
a 2009 decision by a panel of three judges in the same court;
that ruling also overturned the BLM's approval of the land
exchange, calling it "arbitrary and capricious." The Circuit
Court ruling affirms and strengthens the 2009 ruling and denies
Asarco's petition for further review.
"This ruling is a big win for public lands and wildlife," Taylor
McKinnon with the Center for Biological Diversity said in a
public statement. "It affirms BLM's duty to regulate mining in a
way that doesn't cause undue degradation, and it tips the scales
in the public's favor on future mining land-exchange proposals."
The BLM's environmental impact statement incorrectly concluded
that mining operations and impacts would have been the same
regardless of whether the land exchange took place, based on the
agency's erroneous view that federal laws could impose no
constraints on whether or how Asarco would conduct mining on
public land.
In turn, the court held that the flawed analysis, in violation of
the National Environmental Policy Act, also rendered arbitrary
BLM's determination that the land exchange was in the public
interest. The public's interest is a prerequisite to the
approval of land exchanges under the Federal Land Policy and
Management Act.
"The court upheld a longstanding principle of the National
Environmental Policy Act: The public has a right to an
unvarnished evaluation of the impacts of a proposal," Chris
Krupp, Western Lands Project staff attorney, related in a
statement. "Here, the record shows that the Bureau's analysis
was so biased that a sister agency -- the Environmental
Protection Agency -- chastised the BLM for its one-sided review."
The Center for Biological Diversity, Western Lands Project and
Sierra Club had challenged the land exchange in order to protect
the important wildlife habitat in the area and in nearby
wilderness. The lands subject to the exchange provide important
habitat for rare plants and animals including desert tortoises,
bighorn sheep, and many species of birds. Had it been allowed to
proceed, the proposed land exchange would have essentially gutted
the White Canyon Resource Conservation Area by allowing mining in
a largely pristine place.
"This decision will help ensure more protection for Arizona's
public lands and wildlife," said Sandy Bahr. "The court made it
clear that mining on these public lands is not a given and the
BLM must take seriously its duty to 'prevent undue degradation'
under federal law."
Conservation groups were represented by attorney Roger Flynn and
Jeffrey Parsons of the Western Mining Action Project.
A full-text copy of the Ninth Circuit Ruling is available for
free at http://ResearchArchives.com/t/s?6c22
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)
ASPEN DENTAL: S&P Downgrades Rating on $195 Mil. Notes to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
issue-level rating to 'B' from 'B+' on East Syracuse, N.Y.-based
Aspen Dental Management Inc.'s proposed $195 million senior
secured term loan due 2016 and the revolver due 2015. The
recovery rating is now '3', indicating S&P's expectations for a
meaningful (50%-70%) level of recovery in case of a default. This
single loan replaces the proposed two-loan facility S&P rated on
Sept. 15, 2010. S&P withdrew the 'CCC+' issue and '6' recovery
ratings on the $45 million last-out loan, as this loan will not be
completed. The terms of the new loan are similar to those of the
original "first-out" term loan, but with a larger size. This
larger size results in a revised recovery and lower issue ratings
relative to the original loan.
The 'B' corporate credit rating on Aspen remains unchanged.
BLOCKBUSTER INC: Discloses Terms of $125 Mil. DIP Facility
----------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission on September 28, 2010, Rod McDonald, Esq., vice
president, secretary and general counsel of Blockbuster Inc., says
that in connection with the Debtors' bankruptcy filing, they
entered into a Senior Secured, Super-Priority Debtor-in-Possession
Revolving Credit Agreement with certain of the Company's
subsidiaries, the lenders and Wilmington Trust FSB, as agent.
As previously reported, pursuant to the terms of the DIP Credit
Agreement, the Lenders agreed to lend up to $125,000,000 in the
form of revolving loan advances; the Subsidiary Guarantors agreed
to guarantee the Company's obligations; and the Company and
Subsidiary Guarantors agreed to secure their obligations under the
loan documents by granting the Agent, for the benefit of the Agent
and the Lenders, a first-priority security interest in and lien
upon all of the Company's and Subsidiary Guarantors' existing and
after-acquired personal and real property.
Mr. McDonald also discloses that the DIP Credit Agreement limits,
among other things, Blockbuster's and the Subsidiary Guarantors'
ability to:
-- incur indebtedness;
-- incur or create liens;
-- dispose of assets;
-- prepay subordinated indebtedness and make other restricted
payments;
-- enter into sale and leaseback transactions; and
-- modify the terms of any subordinated indebtedness and
certain material contracts of the Company and the
Subsidiary Guarantors.
In addition to standard obligations, the DIP Credit Agreement
provides for (i) a periodic delivery by the Company of its budget
that has to be approved by a requisite number of Lenders set forth
in the DIP Credit Agreement, and (ii) specific milestones that the
Company must achieve by specific target dates.
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 Hire Professionals in Ordinary Course
------------------------------------------------------------------
Blockbuster Inc. and its units ask the Court, pursuant to Sections
105(a), 327, and 330 of the Bankruptcy Code, to authorize them to
employ and retain, nunc pro tunc to the Petition Date,
professionals utilized in the ordinary course of business without
the need to submit separate employment applications, and the
issuance of separate retention orders for each individual
professional.
Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that the Debtors desire to continue to employ the
Ordinary Course Professionals to render a variety of professional
services to their bankruptcy estates in the same manner and for
the same purposes as the OCPs did prior to the Petition Date,
which legal services include those related to litigation,
intellectual property, corporate requirements, tax, real estate
and employment.
It is essential that the employment of the OCPs, many of whom are
already familiar with the Debtors' business and financial affairs,
be continued so as to avoid disruption of the Debtors' normal
business operations, Mr. Karotkin contends.
The Debtors submit that the proposed employment of the OCPs and
the payment of their monthly compensation will save the estates
the substantial expenses that would be associated with applying
separately for the employment of each OCP. Mr. Karotkin adds that
the relief requested will avoid the incurrence of additional fees
relating to the preparation and prosecution of interim fee
applications.
In retaining the OCPs, the Debtors propose that, within 30 days of
the later of (i) the entry of an order granting the request, and
(ii) the date on which the OCP commences services for the Debtors,
each OCP will provide to the Debtors' attorneys:
(a) an affidavit certifying that the professional does not
represent or hold any interest materially adverse to the
Debtors or their estates with respect to the matter in
which the professional is to be employed; and
(b) a completed retention questionnaire.
The Debtors will subsequently file the Ordinary Course
Professional Affidavit and Retention Questionnaire with the Court
and serve a copy of it upon (i) the Office of the U.S. Trustee,
and (ii) attorneys for the creditors' committee. The Reviewing
Parties will have 15 days following service to notify the Debtors,
the other Reviewing Party, and the relevant OCP of any objection
to the retention of the OCP based on the contents of the Ordinary
Course Professional Affidavit or Retention Questionnaire.
If, after the Objection Deadline, no objection is filed, the
retention, employment and compensation of the OCP will be deemed
approved, without further Court order, nunc pro tunc to the
Petition Date or the date the OCP is retained, as applicable. If
an objection is filed and the objection cannot be resolved within
21 days, the matter will be set for a hearing before the Court.
The Debtors propose that they be permitted to pay each OCP,
without a prior application to the Court by the professional, 100%
of postpetition fees and disbursements incurred, upon the
submission to, and approval by, the Debtors of an appropriate
invoice setting forth in reasonable detail the nature of the
services rendered and disbursements actually incurred, provided
that if any amount owed for an OCP's postpetition fees and
disbursements exceeds a total of $40,000 per month, then the full
amount of payments to the professional for that month will be
subject to the prior approval of the Court.
The Debtors also propose to cap payments to each OCP at $300,000
for the entire period in which the Chapter 11 cases are pending,
subject to further Court order. In the event that an OCP seeks
more than $40,000 per month, that professional will be required to
file a fee application for the full amount of its fees and
expenses for that month in accordance with Sections 330 and 331 of
the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy
Rules for the Southern District of New York, the Fee Guidelines
promulgated by the U.S. Trustee, and any and all orders of the
Court.
The Debtors reserve the right to amend the monthly compensation
limitation upon notice and hearing. In the event that an OCP
seeks more than $300,000 for the entire period in which the
Chapter 11 cases are pending, the OCP will be required to file a
retention application to be retained as a professional pursuant to
Section 327 of the Bankruptcy Code.
The initial OCPs identified by the Debtors as of September 24,
2010, are:
Professional Service Rendered
------------ ----------------
Alliance International Law Offices Corporate/Intellectual
Property Counsel
Baker Botts LLP Intellectual Property
Counsel
Baker Marquart & Crone LLP Anti-Trust/Litigation
Counsel
Bingham McCutchen Labor/Employment Counsel
Cassels Brock & Blackwell LLP Canadian Corporate
Counsel
Chiomenti Studio Legale Corporate Counsel
Cowan Liebowitz & Latman PC Intellectual Property
Counsel
Davis Polk & Wardwell LLP Anti-Trust Counsel
Durling & Durling Intellectual Property
Counsel
Estudio Bergstein Corporate/Intellectual
Property Counsel
Gowling Lafleur & Henderson Intellectual Property
Counsel
Haynes and Boone L.L.P. Labor and Employment/
Franchising Counsel
Hoet Pelaez Castillo & Duque Intellectual Property
Counsel
Hunton & Williams LLP General Corporate/
Outsourcing Counsel
Jackson Walker LLP Labor/Benefits Counsel
Jones Day Intellectual Property/
Licensing Counsel
K&L GATES Intellectual Property/
Licensing Counsel
Kestenbaum Eisner & Gorin LLP Intellectual Property
Counsel
Richards Layton & Finger PA General Corporate
Counsel
Shook Hardy & Bacon LLP Litigation Counsel
Stutman Treister Intellectual Property
Counsel
Thompson Coburn LLP Labor/Employment Counsel
WP Thompson & Company Intellectual Property
Counsel
Wyman Isaacs Blumenthal & Lynne LLP Litigation Counsel
The Debtors reserve the right to retain additional OCPs from time
to time, as the need arises, and to otherwise supplement the list
of OCPs from time to time as necessary.
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: Wins Interim Approval to Pay Critical Vendors
--------------------------------------------------------------
The Court authorized Blockbuster Inc. and its units, on an interim
basis, to make payments in respect of claims of essential vendors,
whether relating to the period prior to or after the Petition
Date, as the Debtors determine to be necessary or appropriate to
ensure the delivery of supplies and continuation of services from
the Essential Business Vendors.
The Debtors are also authorized, but are not directed, in their
sole discretion, to seek to cause each Essential Business Vendor
to enter into an Essential Vendor Agreement.
If any Essential Business Vendor refuses to supply goods and
services to the Debtors on Customary Trade Terms following receipt
of payment of its Claim, or fails to comply with any Essential
Vendor Agreement entered into between the Essential Business
Vendor and the Debtors, the Debtors are authorized, in their
discretion and without further Court order, to declare that (a)
any Essential Vendor Agreement between the Debtors and the
Essential Business Vendor is terminated, if applicable, and (b)
the payments made to the Essential Business Vendor on account of
its Essential Vendors' Claims will be deemed to have been made in
payment of then-outstanding postpetition claims of the Essential
Business Vendor 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.
A hearing will be held on October 19, 2010, to consider final
approval of the request.
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)
BRIGHAM EXPLORATION: Completes Issuance of $300-Mil. Sr. Notes
--------------------------------------------------------------
Brigham Exploration Company has entered into a purchase agreement
with Credit Suisse Securities (USA) LLC and Banc of America
Securities LLC, as representatives of the initial purchasers, in
which the Company agreed to issue and sell $300 million aggregate
principal amount of the Company's 8 3/4% Senior Notes due 2018
to the Initial Purchasers at a purchase price of 100% of the
principal amount of the Senior Notes. The Guarantors agreed to
guarantee payment of the Senior Notes. The closing of the sale of
the Senior Notes occurred September 27, 2010.
In connection with the sale of the Senior Notes, the Company
entered into the Registration Rights Agreement, dated
September 27, 2010, among the Company, the Guarantors and the
Initial Purchasers, which provides the holders of the Senior Notes
certain rights relating to the registration of the Notes under the
Securities Act of 1933. Pursuant to the Registration Rights
Agreement, the Company agreed to conduct a registered exchange
offer for the Senior Notes or cause to become effective a shelf
registration statement providing for the resale of the Senior
Notes.
The Company is required to file an exchange offer registration
statement on or prior to 210 days after September 27, 2010, and
use reasonable best efforts to cause such Registration Statement
to become effective within 360 days after September 27, 2010. If
the exchange offer is not consummated within 400 days after
September 27, 2010, or upon the occurrence of certain other
contingencies, the Company will file a shelf registration
statement to cover resales of the Senior Notes by holders who
satisfy certain conditions relating to the provision of
information in connection with the shelf registration statement.
If the Company fails to comply with certain obligations under the
Registration Rights Agreement, it will be required to pay
liquidated damages in the form of additional cash interest to the
holders of the Senior Notes
Requisite Consents
On September 13, 2010, the Company commenced a cash tender offer
for any and all of the $160 million aggregate principal amount
outstanding of its 9 5/8 Senior Notes due 2014 and a solicitation
of consents to amend the indenture governing the Outstanding
Notes.
On September 27, 2010, the Company had received the requisite
consents to amend the Outstanding Notes Indenture, and the Company
and the Guarantors entered into the First Supplemental Indenture,
dated September 27, 2010, with Wells Fargo Bank, National
Association, as Trustee. The First Supplemental Indenture
eliminated or made less restrictive most restrictive covenants in
the Outstanding Notes Indenture and shortened the redemption
notice period from 30 days to three days. The amendments
contained in the First Supplemental Indenture became operative on
September 27, 2010 when the Company accepted the tendered
Outstanding Notes for payment.
About Brigham Exploration
Austin, Texas-based Brigham Exploration Company (NASDAQ: BEXP)
-- http://www.bexp3d.com/-- is an independent exploration,
development and production company that utilizes advanced
exploration, drilling and completion technologies to
systematically explore for, develop and produce domestic onshore
oil and natural gas reserves. In late 2007, the majority of the
Company's drilling capital expenditures shifted from its
historically active areas in the Onshore Gulf Coast, the Anadarko
Basin and West Texas to the Williston Basin in North Dakota and
Montana, where the Company is currently targeting the Bakken,
Three Forks and Red River objectives.
The Company's balance sheet at June 30, 2010, showed
$862.21 million in total assets, $289.19 million in total
liabilities, and stockholders' equity of $573.01 million.
* * *
Brigham carries 'Caa1' corporate family and probability of default
ratings, with 'positive' outlook, from Moody's Investors Service.
It has a 'B' corporate credit rating, with 'stable' outlook from
Standard & Poor's Ratings Services. Moody's noted in June 2010
that that "[W]hile Brigham's recent results and 2010-11 drilling
program are positive and provide cash flow visibility, the company
remains very small measured by production and proven reserves and
future growth and full-cycle reinvestment costs are fairly
undiversified, being largely reliant on Bakken/Three Forks."
Moody's Investors Service assigned a Caa2 rating to Brigham
Exploration Company's proposed offering of $250 million senior
unsecured notes due 2018. The Caa2 rating reflects the senior
unsecured status of the notes, its position in the capital
structure, and is consistent with the ratings on Brigham's other
existing senior unsecured debt. Brigham's Caa1 Corporate Family
Rating and SGL-1 Speculative Grade Liquidity Rating remain
unchanged. The rating outlook is positive.
Standard & Poor's Ratings Services assigned issue-level and
recovery ratings to Austin, Texas-based Brigham Exploration Co.'s
proposed $250 million senior unsecured notes due 2018. The issue-
level rating is 'B+' (one notch above the corporate credit rating
on the company). The recovery rating on this debt is '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
in the event of a payment default.
C&D TECHNOLOGIES: NYSE Commences Suspension Procedures for Firm
---------------------------------------------------------------
C&D Technologies, Inc. disclosed that the New York Stock Exchange
has commenced suspension procedures for the Company.
The New York Stock Exchange in its October 4, 2010 press release
stated, "The decision to suspend the Company's common stock was
reached in view of the fact that the Company has fallen below the
New York Stock Exchange's continued listing standard regarding
average global market capitalization over a consecutive 30 trading
day period of less than $15 million, which is a minimum threshold
for listing."
The New York Stock Exchange press release also stated, "The
Company has a right to a review of this determination by a
Committee of the Board of Directors of NYSE Regulation.
Application to the Securities and Exchange Commission to delist
the issue is pending the completion of applicable procedures,
including any appeal by the Company of the NYSE Regulation staff's
decision."
The Company plans to appeal the determination. The Company is
also moving forward on a plan, announced on September 14, 2010, to
launch an out-of-court exchange offer for its outstanding
convertible notes and to simultaneously seek support for a
voluntary prepackaged plan of reorganization as a back-up
alternative. The plan, agreed to by a majority of the Company's
noteholders, is also discussed in the Company's Quarterly Report
on Form 10-Q for the quarterly period ended July 31, 2010, filed
with the Securities and Exchange Commission on September 14, 2010.
About C&D Technologies
C&D Technologies, Inc. -- http://www.cdtechno.com/-- provides
solutions and services for the switchgear and control (utility),
telecommunications, and uninterruptible power supply (UPS), as
well as emerging markets such as solar power. C&D Technologies'
engineers, manufactures, sells and services fully integrated
reserve power systems for regulating and monitoring power flow and
providing backup power in the event of primary power loss until
the primary source can be restored. C&D Technologies' unique
ability to offer complete systems, designed and produced to high
technical standards, sets it apart from its competition. C&D
Technologies is headquartered in Blue Bell, PA.
CHEM RX: Plan Filing Exclusivity Extended Until Nov. 9
------------------------------------------------------
Bankruptcy Law360 reports that Chem Rx Corp. on Monday received
extra time to file its Chapter 11 restructuring plan and solicit
votes for it despite objections from unsecured creditors. Judge
Mary F. Walrath of the U.S. Bankruptcy Court for the District of
Delaware extended the company's exclusivity period for filing a
plan to Nov. 9, according to Law360.
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.
CHEMICAL BUILDING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Chemical Building Acquisition LLC
1223 Wilshire Boulevard, Suite 1012
Santa Monica, CA 90403
Bankruptcy Case No.: 10-51171
Chapter 11 Petition Date: September 28, 2010
Court: U.S. Bankruptcy Court
Eastern District of Missouri (St. Louis)
Judge: Charles E. Rendlen, III
Debtor's Counsel: A. Thomas DeWoskin, Esq.
DANNA MCKITRICK, PC
7701 Forsyth, Suite 800
St. Louis, MO 63105
Tel: (314) 726-1000
E-mail: edmoecf@dmfirm.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $10,000,001 to $50,000,000
A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/moeb10-51171.pdf
The petition was signed by Curtis E. Schroder and Theodore E.
Fundoukos, authorized members.
CHATEAU DE VILLE: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Chateau de Ville LLC
110 Williams Avenue S #111
Renton, WA 98057
Bankruptcy Case No.: 10-21648
Chapter 11 Petition Date: September 30, 2010
Court: U.S. Bankruptcy Court
Western District of Washington (Seattle)
Judge: Marc Barreca
Debtor's Counsel: Larry B. Feinstein, Esq.
VORTMAN & FEINSTEIN
500 Union Street, Suite 500
Seattle, WA 98101
Tel: (206) 223-9595
E-mail: feinstein2010@gmail.com
Scheduled Assets: $12,000,000
Scheduled Debts: $10,106,000
The petition was signed by Pakie Plastino, managing member.
Debtor's List of 14 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Best Plumbing -- $165,000
4129 Stone Way N.
Seattle, WA 98103
Huntwood -- $75,000
23800 E. Applegate Avenue
Liberty Lake, WA 99109
Miriam Uhlig -- $60,000
844 NE 82nd Street
Seattle, WA 98115
Intermountain Glass -- $50,000
NPX Corp -- $40,000
Jane's Gypsum Floors -- $40,000
Brothers Painting -- $40,000
King County Wastewater Treatment -- $35,000
Stephen's Electric Co. -- $35,000
Arndt Company -- $20,000
Gutters by Keith & Dawn, Inc. -- $11,000
Puget Sound Energy -- $3,000
Puget Sound Energy -- $2,400
Sitts & Hill Engineers -- $1,600
CHETOLA SEVERN: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Chetola Severn, LLC
Main Street
Blowing Rock, NC 28605
Bankruptcy Case No.: 10-51383
Chapter 11 Petition Date: September 30, 2010
Court: U.S. Bankruptcy Court
Western District of North Carolina (Wilkesboro)
Judge: J. Craig Whitley
Debtor's Counsel: Edward C. Hay, Jr., Esq.
PITTS, HAY & HUGENSCHMIDT, P.A.
137 Biltmore Avenue
Asheville, NC 28801
Tel: (828) 255-8085
Fax: (828) 251-2760
E-mail: ehay@phhlawfirm.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ncwb10-51383.pdf
The petition was signed by J. Douglas Wilkins, managing member of
Seven Jupiter, LLC, its managing member.
CLAIM JUMPER: Wins Approval to Auction Off Restaurant Chain
-----------------------------------------------------------
Claim Jumper Restaurants LLC won court approval to put its casual-
dining restaurant chain on the auction block later this month with
a leading bid from an affiliate of private-equity firm Black
Canyon Capital LLC, Dow Jones' DBR Small Cap reports.
According to the report, Judge Kevin Gross of the U.S. Bankruptcy
Court in Wilmington, Del., authorized Claim Jumper to sell its
business, which operates 45 restaurants throughout the West Coast
and the Midwest, to the highest bidder at an Oct. 28 auction,
court papers show.
The report notes that Judge Gross also approved a sweetened offer
from Black Canyon affiliate GRP Acquisition Corp. that will serve
as the stalking-horse, or leading, bid at this month's auction.
GRP Acquisition's bid stands at $55.3 million and includes a $27
million cash component versus the original $24.5 million cash
component, the report says.
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.
CLEAR CHANNEL: Weldo Resigns From Board; Azoff Takes Post
---------------------------------------------------------
Kent R. Weldon resigned as a member of the Board of Directors of
Clear Channel Communications Inc., and the Board of Directors
appointed Irving L. Azoff as a member of the Board of Directors to
fill the vacancy created by the resignation of Mr. Weldon.
Mr. Azoff will serve as a member of the Board of Directors until
his resignation or removal or until his successor is duly elected
and qualified. The Board of Directors has not yet determined
which Committees of the Board, if any, to which Mr. Azoff will be
appointed. Mr. Azoff will not be compensated for his service as a
member of the Board of Directors, but will be reimbursed for
expenses incurred in connection with such service.
Mr. Azoff has served as Executive Chairman and a member of the
Board of Directors of Live Nation Entertainment, Inc., the largest
live entertainment company in the world, since January 2010 and
has served as Chairman and CEO of Front Line Management Group
Inc., the world's largest music management firm, since January
2005. Before joining Live Nation in 2010, Mr. Azoff was CEO of
Ticketmaster Entertainment, Inc. In addition to his day to day
responsibilities at Live Nation, Mr. Azoff is the personal manager
of the Eagles, who he has managed since 1974, Christina Aguilera,
Neil Diamond, Van Halen, and Steely Dan.
About Clear Channel
Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment. Clear Channel Communications is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.
Clear Channel carries a 'Caa2' corporate family rating from
Moody's Investors Service.
Clear Channel Capital I, LLC, the parent of Clear Channel
Communications, disclosed assets of $17.286 billion, total debts
of $24.495 billion, and a member's deficit of $7.209 billion.
Clear Channel reported a net loss of $364.92 million on $2.753
billion of revenue for six months ended June 30, 2010.
CMB III: Section 341(a) Meeting Scheduled for Oct. 26
-----------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of C.M.B.
III, L.L.C.'s creditors on October 26, 2010, at 10:00 a.m. The
meeting will be held at the US Trustee Meeting Room, 230 N. First
Avenue, Suite 102, Phoenix, AZ (341-PHX).
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.
Phoenix, Arizona-based C.M.B. III, L.L.C., filed for Chapter 11
bankruptcy protection (Bankr. D. Ariz. Case No. 10-30496).
Richard M. Lorenzen, Esq., Perkins Coie Brown & Bain 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 Chapter
11 filing.
CNH GLOBAL: S&P Affirms Corporate Credit Rating at 'BB+'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
ratings, including the 'BB+' corporate credit rating, on CNH
Global N.V.'s and removed the ratings from CreditWatch, where they
were placed with developing implications on April 23, 2010. The
outlook is negative.
"S&P placed its ratings on CNH on CreditWatch with developing
implications on April 23, 2010, following majority-owner Fiat
SpA's demerger announcement, whereby it would split its automotive
and industrial businesses by the end of 2010," said Standard &
Poor's credit analyst Dan Picciotto. "The ratings affirmation
reflects S&P's assessment of the preliminarily indicated capital
structure of CNH's proposed parent entity."
The ratings on CNH reflect the financial and business risk
profiles of the proposed larger industrial company, since S&P
expects CNH to be one of the proposed entity's core holdings (S&P
anticipate it will generate more than half of sales for 2010).
S&P understand the current plan is that Fiat SpA (the automotive
business) and Fiat Industrial SpA (the proposed entity) are likely
to split the group's net industrial debt approximately 50/50 at
the time of the demerger. Based on this information, S&P believes
credit measures for the Fiat Industrial entity will be initially
weak for a 'BB+' rating, despite S&P's expectation for improving
operating performance at CNH.
The outlook is negative. S&P considers the proposed capital
structure of the Fiat Industrial entity in CNH's rating and
outlook, because S&P believes CNH will be one of the new group's
core holdings. Currently, S&P believes credit measures for the
proposed industrial group would be weak for a 'BB+' rating,
although S&P would expect improvement in 2011. Typically, S&P
would expect adjusted FFO to total debt to be around 25% for a
'BB+' corporate credit rating.
S&P could lower the ratings if operating performance is weak or
financial policy appears likely to be more aggressive, which could
delay improvement in credit measures. The negative outlook also
reflects execution risks related to the demerger as well as
uncertainties regarding the final capital structure of the
proposed industrial entity.
"S&P could also lower the rating if S&P does not consider its
liquidity to be adequate -- S&P will consider proposed funding
sources for the company's financing arm under the new structure in
this analysis. S&P could revise the outlook to stable if
operating prospects improve or there are favorable changes to the
proposed parent's capital structure, which would improve credit
measures and the company's overall liquidity profile," Mr.
Picciotto added.
DAVITA INC: S&P Affirms Corporate Credit Rating at 'BB-'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB-'
corporate credit rating on Denver-based DaVita Inc. At the same
time, S&P affirmed its 'BB+' issue-level rating on the company's
existing senior secured credit facility due 2011 and 2012; the '1'
recovery ratings on the debt remain unchanged. S&P also affirmed
its 'B+' issue level rating on the company's existing senior notes
due 2013 and its 'B' issue level rating on the company's existing
senior subordinated notes due 2015.
In addition, S&P assigned a preliminary 'BB' issue-level rating
and preliminary '2' recovery rating to the company's proposed
$3 billion senior secured credit facility. The facility consists
of a $250 million revolver due 2015, a $1 billion term loan A due
2015, a $1.75 billion term loan B due 2016, and a $1 billion
incremental term loan facility. S&P also assigned a preliminary
'B' issue-level rating and preliminary '6' recovery rating to the
proposed $1.45 billion of senior unsecured notes due in 2018 and
2020.
The company will use proceeds from the proposed financing to repay
its existing debt and use about $675 million of excess cash from
the refinancing for potential acquisitions or share repurchases.
"The ratings on DaVita overwhelmingly reflect the company's
dependence upon the treatment of a single disease, exposure to
potential adverse changes in payor mix and reimbursement, and an
aggressive financial policy," said Standard & Poor's credit
analyst Rivka Gertzulin.
DECRANE AEROSPACE: S&P Withdraws 'B-' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Wichita, Kansas-based aerospace supplier DeCrane Aerospace Inc.,
including the 'B-' corporate credit rating. The ratings have been
removed from CreditWatch, where they were placed with developing
implications on Aug. 5, 2010.
The withdrawal follows the completion of Goodrich Corp.'s
(BBB+/Stable/--) acquisition of DeCrane's cabin management assets
and repayment of most of DeCrane's debt, including first-lien
secured debt and a portion of the second-lien term loan. The
cabin management assets accounted for a large majority of
DeCrane's total assets, sales, and earnings. S&P does not
currently have sufficient information regarding the company's
remaining operations and its financial profile to maintain
ratings.
DOLLAR THRIFTY: S&P Retains CreditWatch Positive on 'B+' Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Tulsa,
Oklahoma-based auto renter Dollar Thrifty Automotive Group Inc.
remain on CreditWatch with positive implications. Competitor Avis
Budget Group Inc. (B+/Stable/--) has indicated it will commence an
exchange offer for Dollar Thrifty Automotive Group Inc.'s shares
within the next 10 days. S&P initially placed S&P's ratings on
DTAG on CreditWatch with positive implications on April 26, 2010,
following the company's announcement that it had signed a
definitive agreement to be acquired by Hertz Global Holdings Inc.,
which was rejected by DTAG's shareholders on Sept. 30, 2010.
In the likely acquisition of DTAG by Avis Budget, DTAG's corporate
debt would be retired, and Avis Budget, rated higher than DTAG,
would assume its $1.4 billion of fleet debt (as of June 30, 2010).
Even with expected required divestitures, the acquisition would
result in an increase in market share for Avis Budget in the U.S.
on-airport sector. 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 approximately a 30% market
share. DTAG accounts for most of the balance. DTAG focuses on
the leisure segment, which has been faster growing and has been
more profitable in the last year, while Avis Budget serves a
mixture of business and leisure travelers. The acquisition would
result in increased penetration for Avis Budget in the leisure
segment.
Avis Budget has already requested antitrust immunity from the
Federal Trade Commission in the U.S. and from regulatory
authorities in Canada for any potential transaction. However, a
final resolution could take several months and likely require
divestitures by Avis Budget.
"The current ratings on DTAG reflect a highly leveraged [albeit
somewhat improved] financial profile, the price-competitive and
cyclical nature of on-airport car rentals, and the company's
relatively small size within the on-airport car rental segment,"
said Standard & Poor's credit analyst Betsy Snyder.
S&P will evaluate the effect of the likely acquisition by Avis
Budget on DTAG's business risk and financial risk profiles to
resolve the CreditWatch listing.
DOLLAR THRIFTY: To Cooperate With Avis in Seeking Regulatory OK
---------------------------------------------------------------
Avis Budget Group, Inc., and Dollar Thrifty Automotive Group,
Inc., said in a joint statement that following the termination of
Dollar Thrifty's merger agreement with Hertz Global Holdings,
Inc., they have agreed to cooperate with respect to Avis Budget's
efforts to pursue antitrust clearance of the proposed acquisition
by Avis Budget of Dollar Thrifty.
Avis Budget reaffirmed its commitment to diligently pursue
antitrust clearance, as well as its commitment to continue to
pursue an acquisition of Dollar Thrifty on the previously
announced terms. However, Dollar Thrifty has requested that Avis
Budget not commence an exchange offer at this time, as the parties
work cooperatively with the antitrust authorities, and Avis Budget
has agreed to defer doing so.
There can be no assurance on the timing or outcome of the efforts
to secure antitrust clearance for the proposed transaction, that
any agreement with respect to a transaction will be reached, or as
to the timing or terms thereof. Avis Budget and Dollar Thrifty do
not intend to make further announcements with respect to this
matter unless so required under applicable law.
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. Dollar
Thrifty is being advised by J.P. Morgan and Goldman, Sachs & Co.
and the law firm of Cleary Gottlieb Steen & Hamilton LLP.
As reported by the Troubled Company Reporter on October 1, 2010,
Dollar Thrifty shareholders turned down the definitive merger
agreement with Hertz at a special shareholders' meeting on
Thursday.
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.
After Hertz stated its intention to immediately terminate its deal
with Dollar, Avis said it intends to continue to diligently pursue
antitrust clearance and will commence an exchange offer for Dollar
Thrifty's shares at Avis' recent offer price. Avis also stands
ready to sign the merger agreement previously provided to Dollar
Thrifty, amended to include a $20 million reverse termination fee.
Avis also committed to sell assets representing $325 million of
revenues (of which not more than $250 million are U.S.).
About Avis Budget Group
Avis Budget Group -- http://www.avisbudgetgroup.com/-- provides
vehicle rental services, with operations in more than 70
countries. Avis Budget Group is headquartered in Parsippany, N.J.
and has more than 22,000 employees.
About Dollar Thrifty
Dollar Thrifty Automotive Group, Inc., is headquartered in Tulsa,
Oklahoma. The Company's brands, Dollar Rent A Car and Thrifty Car
Rental, serve 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, $2.0 billion in total liabilities, and
$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'.
DRUMMOND CO: S&P Retains 'BB-' Rating on CreditWatch Developing
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Drummond Co. Inc., including the 'BB-' corporate credit rating,
remain on CreditWatch. The ratings were initially placed on
CreditWatch with developing implications on July 22, 2010. The
developing implications means that S&P could affirm, raise, or
lower the ratings following completion of S&P's review.
The initial CreditWatch listing followed press reports suggesting
that Drummond was exploring the potential sale of its Colombian
operations, which account for about 80% of its consolidated
EBITDA. "Such a sale, in S&P's view, would likely alter its
assessment of the company's overall business risk profile given
its much smaller earnings base and less geographic diversity,"
said Standard & Poor's credit analyst Sherwin Brandford.
"However, such a sale could meaningfully improve the company's
capital structure, given that the proceeds would likely be much
greater than the company's current book debt of less than
$1 billion." However, it is S&P's understanding that the company
would need to seek an amendment to, or refinance, its 2006 bank
credit facility prior to the completion of a potential transaction
because the terms of the bank facility prohibit the company from
selling more than 10% of its assets.
The maintenance of the CreditWatch listing reflects continued
uncertainty regarding the potential sale process as well as the
use of proceeds if a sale were to occur.
In resolving the CreditWatch listing, S&P will monitor
developments regarding any potential sale of the assets, and
assess its impact on Drummond's overall credit profile if a
transaction is announced or if one becomes less likely.
DYNAVAX TECHNOLOGIES: To Report Data on HEPLISAV at AASLD Meeting
-----------------------------------------------------------------
In an abstract published Monday on the Web site of the 61st Annual
Meeting of the American Association for the Study of Liver
Diseases (AASLD), Dynavax Technologies Corporation reported that
its novel hepatitis B vaccine candidate, HEPLISAV(TM), given as
two doses over four weeks demonstrated superior seroprotection in
persons with diabetes mellitus compared to Engerix-B given as
three doses over 24 weeks.
A poster presentation (LB-17) entitled, "Immunogenicity of Two
Doses of Investigational HEPLISAV(TM) Compared to Three Doses of
Licensed Hepatitis B Vaccine (ENGERIX-B(R)) in Diabetics", will be
made in a late-breaker session on November 1, 2010, at the AASLD
in Boston, Massachusetts.
According to Dr. Tyler Martin, President and Chief Medical Officer
of Dynavax, "Diabetics are at risk for hepatitis B infection, and
once infected, their disease frequently results in more severe
chronic illness. The situation is complicated by the fact that
patients with diabetes commonly do not respond well to currently
licensed hepatitis B vaccines. The data we will report at the
AASLD meeting is particularly exciting as our technology clearly
represents a potential breakthrough in immunization regimens as
well as a means of significantly expanding the number of
individuals for whom protection against hepatitis B will be
possible.
Engerix-B(R) is a registered trademark of GlaxoSmithKline.
HEPLISAV is an investigational adult hepatitis B vaccine. The
vaccine candidate is being evaluated in two Phase 3 studies that
are directed toward fulfilling licensure requirements in U.S.,
Canada and Europe.
Dynavax has worldwide commercial rights to HEPLISAV and is
developing the vaccine for large, high-value populations that are
less responsive to current licensed vaccines, including
individuals with chronic kidney disease.
A full-text copy of the press release is available for free at:
http://researcharchives.com/t/s?6c20
About Dynavax Technologies
Berkeley, Calif.-based Dynavax Technologies Corporation (NASDAQ:
DVAX) -- http://www.dynavax.com/-- is a clinical-stage
biopharmaceutical company, discovers and develops novel products
to prevent and treat infectious diseases. The Company's lead
product candidate is HEPLISAV, an investigational adult hepatitis
B vaccine designed to enhance protection more rapidly and with
fewer doses than current licensed vaccines.
The Company's balance sheet as of June 30, 2010, showed
$71.7 million in assets, $58.9 million in liabilities, and
stockholders' equity of $12.8 million.
* * *
As reported in the Troubled Company Reporter on March 18, 2010,
Ernst & Young LLP, in San Francisco, 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 operating losses and negative
cash flows from operations since its inception.
EFH REALTY: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: EFH Realty Advisors, Inc.
2999 West County Road 42, Suite 206
Burnsville, MN 55306
Bankruptcy Case No.: 10-37219
Chapter 11 Petition Date: September 30, 2010
Court: U.S. Bankruptcy Court
District of Minnesota (St Paul)
Judge: Robert J. Kressel
Debtor's Counsel: Thomas G. Wallrich, Esq.
HINSHAW & CULBERTSON LLP
333 South Seventh Street, Suite 2000
Minneapolis, MN 55402
Tel: (612) 333-3434
E-mail: twallrich@hinshawlaw.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 nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mnb10-37219.pdf
The petition was signed by Eugene Happe, president.
EVRAZ INC: S&P Assigns 'B' Long-Term Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
long-term corporate credit rating to North America-based steel
companies Evraz Inc. NA and Evraz Inc. NA Canada, both wholly-
owned subsidiaries of Russia-headquartered international steel
producer Evraz Group S.A. (B/Stable/--). The outlook is stable.
At the same time, S&P assigned an issue rating of 'B' to the
proposed $650 million senior unsecured notes issue due 2017, to be
issued jointly by EINA and EICA. The recovery rating on this debt
instrument is '3', indicating S&P's expectation of meaningful
(50%-70%) recovery in the event of a payment default. Proceeds
from the proposed notes are to be used to refinance a portion of
outstanding shareholder loans.
"The 'B' ratings on EINA and EICA reflect S&P's view of EINA's and
EICA's combined weak business risk profile and highly leveraged
financial risk profile," said Standard & Poor's credit analyst
Alex Herbert. "S&P evaluate EINA and EICA primarily as a combined
economic entity for rating purposes, given their integrated
operations and unified management team. S&P also regard the
parent-subsidiary relationship to be strong."
Constraining factors on the ratings include EINA's and EICA's
combined relatively small scale of steel production, totaling
2.3 million tonnes (mt) in 2009. Furthermore, in S&P's view, the
steel industry is highly competitive, cyclical, and capital
intensive, and not yet fully recovered after the global downturn.
In addition, EINA and EICA have only a short trading history as a
combined business, being the product of separate acquisitions in
recent years by Evraz.
Supportive factors include an integrated business model between
the two companies, and a unified management team. The companies
also have leading market positions in large diameter pipe and rail
products, diverse and flexible operations, improving combined
financial performance, and adequate liquidity, in S&P's view.
In S&P's view, EINA and EICA on a combined basis will benefit from
gradually improving steel market conditions, and be able to
demonstrate credit metrics that are commensurate with the ratings.
This includes a ratio of FFO to adjusted debt of above 10% on a
sustainable basis.
Downside rating pressure could develop if market conditions were
to lead to weaker performance than S&P anticipate. Such pressure
could also arise if S&P to consider that the EINA/EICA operations
were not being operated and managed on a combined basis, or if S&P
were to regard the parent-subsidiary relationship as weaker than
S&P has factored in at present.
Upward rating potential could arise if the group were to generate
stronger combined credit metrics than S&P currently anticipates,
or if the ratings on parent Evraz Group S.A. were to be raised.
EXCEL CAPITAL: Waste Material Union Files WARN Act Lawsuit
----------------------------------------------------------
Charles A. Ercole, a partner with the firm Klehr Harrison Harvey
Branzburg, LLP, was retained by the WASTE MATERIAL, RECYCLING, and
GENERAL INDUSTRIAL UNION, LOCAL 108, L.I.U. OF N.A., AFL-CIO (on
behalf of its members) and numerous non-union employees as well to
pursue a class action on behalf of all employees laid off by Excel
Storage Products when it shut down suddenly on September 17, 2010
without providing any advance notice
Failure to give sixty (60) days notice violates the Worker
Adjustment and Retraining Notification Act. As a result of the
shutdown, approximately 150 employees were laid off at the East
Stroudsburg, Pennsylvania facility. Employees were also laid off
at other plants operated by Excel in Cadiz, Ohio, Lodi,
California, and Brookings, South Dakota. The Company never gave
any notice prior to the September 17 shutdown and failed to even
notify state or local officials until several days after the
shutdown. The lawsuit seeks sixty days wages and benefits for
the violation of the WARN Act.
The case is being pursued in the United States Bankruptcy Court
for the Middle District of Pennsylvania where last Monday
(September 27, 2010), Mr. Ercole filed a petition with the
Bankruptcy Court seeking to force Excel into an involuntary
bankruptcy proceeding. On Friday October 1, 2010, Excel filed its
own voluntary petition seeking protection under Chapter 7.
"We plan to exhaust all avenues to recover the money owed to these
employees. The company clearly knew long before September 17,
2010 that it was going to have to close its doors and there is no
reason WARN Act notices shouldn't have been given," said Mr.
Ercole.
Mr. Ercole and Klehr Harrison have recently achieved settlements
of $1.65 million for 500 former employees of Fleetwood Travel
Trailers and $1.58 million for 256 former employees of Arrow
Trucking in similar WARN Act cases.
FIRST NATIONAL: J. Barry Mason Resigns as Chief Executive
---------------------------------------------------------
In a regulatory filing Friday, First National Bancshares, Inc.,
announced that on September 17, 2010, J. Barry Mason notified the
Company of his resignation as the President, Chief Executive
Officer, and Director of First National Bancshares, Inc. effective
immediately.
Mr. Mason's decision to resign did not arise or result from any
disagreement with the Company on any matters relating to the
Company's operations, policies, or practices, and the Company
expressed appreciation for Mr. Mason's contributions to the
Company and the Bank.
About First National Bancshares
First National Bancshares, Inc., (FNSC.OB) is a holding company,
based in Spartanburg, South Carolina. First National Bancshares
was incorporated in 1999 to conduct general banking business.
The Company's balance sheet as of March 31, 2010, showed
$676.1 million in total assets, $685.0 million in total
liabilities, and a stockholders' deficit of $8.9 million.
Liabilities included $605.36 million in deposits at its bank
subsidiary.
On July 16, 2010, the Company's wholly owned national bank
subsidiary, First National Bank of the South, was closed by the
Office of the Comptroller of the Currency, and the Federal Deposit
Insurance Corporation was named as receiver of the Bank. The
Company is currently exploring methods of winding down its
operations. According to the FDIC, First National Bank of the
South had total assets of $682.0 million and total deposits of
$610.1 million at March 31, 2010.
FORD MOTOR: Plans to Cut 175 Lincoln Dealerships
------------------------------------------------
The Wall Street Journal's Matthew Dolan and Dow Jones Newswires'
Jeff Bennett report that Ford Motor Co. plans to drop 175 dealers
from its network of Lincoln retailers over the next two years in a
bid to improve profitability for the remaining franchisees and
strengthen the brand's competitive position in the luxury-car
business.
Messrs. Dolan and Bennett report that Mark Fields, Ford's
president of the Americas, told reporters Tuesday that the company
would offer voluntary buyouts in meetings with dealers over the
next 100 days. Roughly 1,200 dealers sell Lincoln vehicles across
the country. Messrs. Dolan and Bennett say Mr. Fields declined to
say how many dealers would be targeted for closure, adding that
they would be drawn from Lincoln's roughly 500 dealers in 130
major metropolitan regions as well as its nearly 700 dealers in
more rural areas.
Messrs. Dolan and Bennett report that, according to a person
familiar with the matter, at a meeting with dealers at Ford
headquarters in Dearborn, Michigan, Ford executives said they hope
to reach a mutual decision to cut 175 dealerships in the 130
metropolitan markets by the fall of 2011. The dealers in those
markets account for about 76% of Lincoln sales.
About Ford Motor
Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents. With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo. The Company provides financial
services through Ford Motor Credit Company.
Ford Motor's balance sheet at June 30, 2010, showed $179.75
billion in total assets, $183.29 billion in total liabilities, and
a $3.54 billion stockholders' deficit.
* * *
In August 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Ford Motor Co. and FordMotor Credit Co.
LLC to 'B+' from 'B-'. "The upgrade reflects S&P's reassessment
of Ford's business risk profile to weak from vulnerable, and its
financial risk profile to aggressive from highly leveraged," said
Standard & Poor's credit analyst Robert Schulz. S&P believes Ford
is making progress in stabilizing, and perhaps improving, its U.S.
market shares Still, S&P believes underlying business risks
remain high.
Ford Motor and its unit, Ford Motor Credit, carry 'BB-' issuer
default ratings from Fitch Ratings. In August 2010, when Fitch
raised the rating from 'B', it said, Ford's ratings reflect its
continued strong financial performance and the substantial debt
reduction accomplished in the second quarter."
Ford Motor has a 'B1' corporate family rating from Moody's.
FORT DEARBORN: S&P Withdraws 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
ratings, including its 'B' corporate credit rating, on label
manufacturer Fort Dearborn Co. at the issuer's request. The
company was acquired by an affiliate of equity sponsor KRG Capital
Partners LLC and the previously rated debt has been repaid.
GARLOCK SEALING: Asbestos Panel Says Debtor Hopelessly Insolvent
----------------------------------------------------------------
Garlock Sealing Technologies LLC and its debtor affiliates ask
Judge George R. Hodges of the U.S. Bankruptcy Court for the
Western District of North Carolina to fix January 17, 2010, as the
deadline for filing asbestos claims in the Debtors' Chapter 11
cases.
About 124,000 asbestos claims are pending against Garlock in state
and federal courts across the country. Those pending claims can
be classified into four types of asbestos-related diseases or
conditions: mesothelioma, lung cancer, other cancer and non-
malignant conditions. The majority of pending asbestos actions
against Garlock is stale and dormant -- almost 110,000 or 88% were
filed more than four years ago and more than 44,000 or 35% were
filed more than 10 years ago. A schedule of the pending asbestos
actions is available for free at:
http://bankrupt.com/misc/Garlock_PendingAsbestosActions.pdf
"There is no legitimate purpose for a bar date or proof of claim
form and allowance proceedings in the Chapter 11 cases of Garlock
Sealing Technologies and its debtor affiliates because the
Debtors are hopelessly insolvent," counsel to the Official
Committee of Asbestos Personal Injury Claimants, Travis W. Moon,
Esq., at Hamilton Moon Stephens Steele & Martin, PLLC, in
Charlotte, North Carolina, alleges.
Mr. Moon tells the U.S. Bankruptcy Court for the Western District
of North Carolina that Garlock's stated purpose for the proposed
allowance proceeding is not to determine and deal with its
asbestos liabilities but to reduce or even eliminate those
liabilities and salvage equity for its shareholder EnPro
Industries, Inc.
Mr. Moon further asserts that a bar date for asbestos claims is
impractical because it is not required by law, will serve no
useful purpose and will cause years of delay at great cost to the
parties in these bankruptcy cases. He explains that in
bankruptcy cases under Section 524(g) of the Bankruptcy Code, the
best data on which to base the determination of the debtors'
aggregate liability for asbestos claims is the debtor's own
claims verdict and settlement history. The task of resolving and
liquidating individual claims is, thus, left to the trust created
by the Plan, he asserts.
Against this backdrop, the Court does not need to take on the
"Sisyphean" task of individual claims determination in allowance
proceedings, which would take years to complete and would deplete
the assets of the estate, Mr. Moon avers. Any allowance
proceedings would also be futile because asbestos claims are
highly fact-intensive and are not amenable to disposition by
summary judgment, he states.
Even to begin down the Debtors' ultimately futile path would be
to derail these Chapter 11 cases at enormous costs in time and
money to the parties and the Court, Mr. Moon asserts. Among
other things, the Court would have to review the Debtors'
proposed eleven-page proof of claim form, an oppressively
burdensome set of document requests and interrogatories directed
to each individual claimant, the Asbestos Claimants Committee
complains.
For these reasons, the Asbestos Claimants Committee believes that
the Asbestos Bar Date Motion should be deferred until all the
parties-in-interest receive the Debtors' historical claims data
and have had an opportunity to analyze the data for use in
responding fully to the factual premises of the Asbestos Bar Date
Motion.
Court Resets Asbestos Bar Date
Motion Hearing to Oct. 14
Judge Hodges rescheduled the hearing on the Asbestos Bar Date
Motion and other pleadings from September 30, 2010, to Oct. 14,
2010. The Court earlier continued the hearing on the Asbestos Bar
Date Motion from September 16 to September 30.
The recent adjournment is in light of Joseph W. Grier, III, the
Court-appointed legal representative for future asbestos
claimants' request, citing his incomplete review of certain
pending matters in the Debtors' Chapter 11 cases.
Specifically, the hearing on these matters is continued to October
14, 2010:
* Debtors' Motion requiring filing of Statements under Rule
2019 of the Federal Rules of Bankruptcy Procedure;
* Scheduling Order Motion and Cascino Vaughan Law Offices,
Ltd.'s joinder;
* Asbestos Bar Date Motion;
* Debtors' Application to employ Rust Consulting, Inc.;
The FCR will have until October 7, to file any responses to the
Continued Matters.
Counsel to the FCR, A. Cotten Wright, Esq., at Grier, Furr &
Crisp, PA, in Charlotte, North Carolina, told the Court that the
FCR had tentatively scheduled a meeting with the Debtors' counsel
last September 30, 2010.
Asbestos Panel Seeks Abeyance,
Cascino Claimants Want Hearing
Garlock Sealing Technologies LLC and its units seek the U.S.
Bankruptcy Court's permission to employ Rust Consulting, Inc., as
their claims handling agent.
The Official Committee of Asbestos Personal Injury Claimants asks
the Court to hold the Debtors' Application in abeyance until the
Asbestos Bar Date Motion and the Plan Scheduling Motion have been
heard and resolved.
Counsel to the Asbestos Claimants Committee, Travis W. Moon, Esq.,
at Caplin & Drysdale, Chartered, in Washington, D.C., explains
that the Debtors' Application is premised on the assumption that
the Court will approve a bar date for asbestos personal injury
claims. The Asbestos Claimants Committee has opposed the Asbestos
Bar Date Motion as wasteful and inappropriate. Indeed, the
Debtors' non-asbestos liabilities are relatively insignificant and
the anticipated non-asbestos claims would not, by themselves,
require the retention of a claims handling agent, Mr. Moon
asserts.
Mr. Moon points out that more than one-fourth of the anticipated
payment to the proposed claims handling agent or about $128,000,
would be for the upfront costs of designing and implementing a
claimant support platform and would be incurred immediately if a
claims handling agent is appointed. Those costs would have been
incurred unnecessarily if the Asbestos Bar Date Motion is denied
and there was no need for the services of a claims handling agent,
he explains to the Court.
For their part, Richard L. Breeding, Robert Cooper and Daryl Kelly
ask the Court to set a briefing schedule and hearing regarding the
Debtors' Application.
Counsel to the Cascino Vaughan Claimants, Michael P. Cascino,
Esq., at Cascino Vaughan Law Offices, Ltd., in Chicago, Illinois,
stresses that a hearing is necessary because the proposed
engagement gives duties to Rust Consulting, Inc. that are broader
than necessary to carry out its basic mandate, namely, payment of
claims. Among other things, the proposed engagement seeks to make
claim information public, including payments and medical
conditions, he points out. However, there is no public policy
benefit to making any of this information public or do the Debtors
provide any reason to make this information public, he complains.
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: Opposes Asbestos Panel's Proposed Plan Schedule
----------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants for
Garlock Sealing Technologies LLC asks the Court to enter an order
setting forth a schedule and process for formulating a confirmable
plan of reorganization in the Debtors' Chapter 11 cases.
The Asbestos Claimants Committee is optimistic that a consensual
plan can be achieved, and its Proposed Scheduling Order is
intended to facilitate the formulation of a confirmable plan
within a reasonable period of time, Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, North
Carolina, tells the Court. "The Proposed Scheduling Order
provides a conceptual framework and deadlines for completing steps
necessary to formulate a confirmable plan in an expeditious manner
that would conserve the resources of the Court and the interested
parties," he elaborates.
In that light, the Asbestos Claimants Committee proposes these
dates governing discovery of Garlock's aggregate asbestos-related
liability and the value of its assets:
Future Claims Representative on or before
appointment September 16, 2010
Parties may commence written fact September 17, 2010
discovery regarding Garlock's
aggregate asbestos-related
liability
Parties may commence written fact September 17, 2010
discovery regarding the value of
the assets in the estates
Deadline for production of September 23, 2010
Garlock's database of asbestos-
related claims information
Parties may commence depositions September 23, 2010
of nonexpert witnesses regarding
the value of the assets in the
estates
Parties may commence depositions of September 30, 2010
nonexpert witnesses regarding
Garlock's aggregate asbestos-
related liability
Deadline for completion of written November 15, 2010
fact discovery and depositions of
non-expert witnesses regarding
Garlock's aggregate asbestos-
related liability
Deadline for service of expert December 21, 2010
reports regarding Garlock's
aggregate asbestos-related
liability
Deadline for completion of written December 21, 2010
fact discovery and depositions of
non-expert witnesses regarding the
value of the assets in the estates
Deadline for service of expert January 14, 2011
reports regarding the value of
the assets in the estates
Deadline for service of expert January 24, 2011
rebuttal reports regarding
Garlock's aggregate asbestos-
related liability
Deadline for service of expert February 11, 2011
rebuttal reports regarding the
value of the assets in the estates
Deadline for depositions of February 28, 2011
experts regarding the value of
the assets in the estates
Deadline for depositions of February 28, 2011
experts regarding Garlock's
aggregate asbestos-related
liability
Debtors Object
Counsel to the Debtors, Garland S. Cassada, Esq., at Robinson
Bradshaw & Hinson, P.A., in Charlotte, North Carolina, asserts
that before a plan of reorganization can be confirmed in these
Chapter 11 cases, the Debtors' responsibility for asbestos claims
must be determined and the Asbestos Claimants must vote on
the plan.
In its Plan Scheduling Motion, the Official Committee of Asbestos
Personal Injury Claimants proposed that the Court skip claims
filing and allowance and proceed directly to an estimation trial.
However, skipping the bar date and allowance stage would give
control over the plan vote to tens of thousands of claims that
are subject to summary disallowance, Mr. Cassada argues. He
points out that the bulk of the Debtors' pending claims are
recruited, stale non-malignant claims. He further notes that the
establishment of a bar date in the Debtors' Chapter 11 cases is
mandatory and that the Bankruptcy Code entitles the Debtors to
raise objections to Asbestos Claims that will not unduly delay
the administration of the Debtors' Chapter 11 cases.
On the contrary, rushing to estimation will disserve the goal of
fairly determining the Debtors' responsibility for asbestos
claims, Mr. Cassada asserts. He argues that the Asbestos
Claimants Committee's position is based on a faulty premise: that
the estimation trial could take place in early 2010, after all
fact and expert discovery occurs within the space of a couple of
months. The Asbestos Claimants Committee bases its hope on its
plan to rely solely on Garlock's history of settlement payments
to estimate Garlock's liability for all current and future
Asbestos Claims. However, Garlock's settlement payments to
mesothelioma plaintiffs between 2000 and 2010 cannot be neatly
extrapolated to determine its future responsibility, he points
out.
More importantly, the bar date and allowance proceedings will not
unduly delay the estimation trial; instead, they will provide an
indispensable contribution to it, Mr. Cassada assures the Court.
Among other things, the bar date and allowance proceedings will
limit the matters at issue in the estimation trial, by obviating
the need to estimate most or all of the non-malignant and
unspecified disease claims. The proposed proof of claim form
will collect material information about the Asbestos Claims that
will be estimated, which Garlock's experts need to prepare their
reports and testify at trial. This information-gathering will
burden neither the Court nor the claimants unduly, he maintains.
In other concerns, the Debtors believe that a full and
substantial investigation by the Asbestos Claimants Committee on
prepetition transfers and restructuring transactions under Rule
2004 of the Federal Rules of Bankruptcy Procedure is premature,
given that they are not likely to be relevant. Whether they will
be relevant will not be known until the conclusion of the
allowance and estimation proceedings proposed by the Debtors, Mr.
Cassada points out. The Debtors, however, are willing to provide
the Asbestos Claimants Committee certain transaction documents on
an informal basis and to meet with the Asbestos Claimants
Committee in an attempt to agree on the scope and timing of any
investigation.
In furtherance to their objection to the Plan Scheduling Motion,
the Debtors filed with the Court a summary response to the
information brief of the Asbestos Claimants Committee. In the
summary response, the Debtors discussed their defenses to
liability in the tort system and the reasons Garlock's settlement
payments increased between 2000 and 2010. A full-text copy of the
Summary Response is available for free at:
http://bankrupt.com/misc/Garlock_SummaryResponse.pdf
Asbestos Panel Insists on Request
The Asbestos Claimants Committee believes that the scheduling
order must be adopted so that the Debtors' Chapter 11 cases can
be put on track towards a plan of reorganization that can be
formulated and confirmed in a reasonable period of time.
The Asbestos Claimants Committee further believes that the
scheduling priority will complete inquiries so the parties'
experts can develop their views of the key issue of solvency.
Until they can do so, the parties will not be in a position to
negotiate a consensual plan, Travis W. Moon, Esq., at Hamilton
Moon Stephens Steele & Martin, PLLC, in Charlotte, North
Carolina, counsel to the Asbestos Claimants Committee points out.
The Asbestos Claimants Committee should also be permitted
discovery regarding the assets of the Debtors' estates to obtain
a complete picture of the Debtors' financial condition, he adds.
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: Proposes Dismissal Pact in AMICO Action
--------------------------------------------------------
Before the Petition Date, Debtor Garrison Litigation Management
Group, Ltd. and its parent Coltec Industries Inc. were sued by
American Motorists Insurance Company relating to an insurance
coverage dispute in the U.S. District Court for the Northern
District of Illinois. AMICO filed the Litigation after Coltec
commenced an arbitration proceeding against AMICO for breach of
contract. Coltec's breach of contract claim against AMICO was
based upon a series of insurance policies issued to Coltec by
AMICO and a 2000 settlement agreement between Coltec and AMICO,
which resolved a prior coverage dispute.
Although Garrison was not a party to the 2000 Agreement or to the
Arbitration, AMICO named Garrison in the Litigation in connection
with its role fulfilling certain of Coltec's administrative
functions pursuant to the 2000 Agreement.
In the Litigation, Coltec and Garrison asserted counterclaims: (i)
seeking declaratory relief relating to the Arbitration; and (ii)
for attorneys' fees and reverse insurance fraud.
Subsequently, Coltec and AMICO engaged in settlement discussions
concerning the settlement of their disputes related to the 2000
Agreement and reached a confidential, consensual resolution of the
Arbitration and Litigation by amendment of the 2000 Agreement.
The Amendment's resolution of the Arbitration moots the issues
presented in the Litigation, and all claims brought in the
Litigation are to be dismissed to conclude the Litigation, Shelley
K. Abel, Esq., at Rayburn Cooper & Durham, P.A., in Charlotte,
North Carolina, relates. However, neither Garrison nor any other
Debtors has any financial rights or obligations under the
Amendment and Garrison is not a party to it, she clarifies.
Against this backdrop, the Debtors ask the U.S. Bankruptcy Court
for the Western District of North Carolina to permit Garrison to
participate in a joint stipulation of dismissal to resolve the
Litigation as to all parties.
Ms. Abel emphasizes that the Litigation, if continued, would be
considerably complex and would require significant expense and
attention of Garrison. She further notes that Garrison's legal
fees and expenses associated with the Litigation, have been borne
by Coltec. As a result, Garrison has suffered no losses from the
Litigation, she says. The Debtors, thus, believe that the
benefits of the consensual resolution of the Litigation outweigh
the value of the Counterclaims may have to Garrison's estate.
The Court will consider the Debtors' request on October 14, 2010.
Objections are due October 11.
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)
GEOEYE INC: S&P Assigns 'B-' Rating on $125 Million Notes
---------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
issue-level and '6' recovery ratings to Dulles, Va.-based
commercial satellite operator GeoEye Inc.'s proposed $125 million
of senior secured second-lien notes due 2016. The '6' recovery
rating indicates expectations for minimal (0%-10%) recovery in the
event of a payment default.
At the same time, S&P affirmed all ratings on the company,
including the 'B+' corporate credit rating. The outlook is
stable.
The company intends to use proceeds from the proposed notes are
for general corporate purposes, which may include working capital,
future production and services expansion opportunities, and
potential acquisitions.
"The ratings on GeoEye reflect what S&P considers its aggressive
financial risk profile," said Standard & Poor's credit analyst
Naveen Sarma, "as well as business risks including high revenue
concentration with the U.S. government and disproportionate
reliance on the GeoEye-1 satellite." The ratings incorporate the
fact that government contracts are not guaranteed until Congress
appropriates the funds and that, although unlikely, government
agencies may terminate or suspend their contracts at any time,
with or without cause. GeoEye's strong position as one of only
two U.S.-based providers of commercial satellite imagery services
and rising demand for such services (reflected by the company's
$233 million in total backlog as of June 30, 2010) somewhat temper
those risks. Outstanding debt, pro forma for the transaction, is
$525 million.
GENERAL GROWTH: Names Board of Directors for Post-Emergence GGP
---------------------------------------------------------------
General Growth Properties, Inc. disclosed individuals that will
comprise the nine-member Board of Directors of the new GGP. The
Board will assume its responsibilities following GGP's emergence
from bankruptcy, currently scheduled for early November.
"I am honored to lead the board of directors at the start of this
exciting new chapter for GGP. The company is well positioned to
pursue its attractive future growth prospects upon emergence,"
said Bruce Flatt, who will serve as Chairman of the Board
effective post emergence. "I am also looking forward to working
with such a talented group of board members, who bring a variety
of industry as well as financial expertise to the table."
The following individuals will be members of the GGP Board of
Directors:
Ric Clark -- Chief Executive Officer of Brookfield Properties Mary
Lou Fiala -- Former Chairman and current member of the Board of
Trustees of International Council of Shopping Centers (ICSC);
Member of the Board of Directors at Macquarie Global Growth Trust;
Member of the Board of Directors at Build-A-Bear Workshop; Member
of the Board of Directors at Flat Out Crazy, an Asian restaurant;
Former President and Chief Operating Officer of Regency Centers
Corporation Bruce Flatt -- Senior Managing Partner and Chief
Executive Officer of Brookfield Asset Management John Haley --
Current member of GGP's Board of Directors; Retired Partner,
Transaction Advisory Services (TAS) at Ernst & Young LLP Cyrus
Madon --Senior Managing Partner at Brookfield Asset Management
responsible for restructuring and lending activities Adam Metz --
Chief Executive Officer of General Growth Properties, Inc. David
Neithercut -- President and Chief Executive Officer and a member
of the Board of Trustees of Equity Residential, one of the
nation's largest REITs as measured by equity market capitalization
Sheli Rosenberg -- Currently lead director of General Growth
Properties; Retired Chief Executive Officer, President and Vice
Chairwoman of Equity Group Investments, Inc., a Chicago-based,
privately held investment company John G. Schreiber -- President
of Centaur Capital Partners, Inc. and a Partner and Co-Founder of
Blackstone Real Estate Advisors; Former Chairman and CEO of JMB
Urban Development Co.
About General Growth
Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings. The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide. General Growth is a self-
administered and self-managed real estate investment trust. The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.
General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel. Kirkland &
Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been
engaged as claims agent. The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers. The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of December 31, 2008.
Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
GULF FLEET: Can Access Lenders' Cash Collateral Until October 29
----------------------------------------------------------------
The Hon. Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana, in a final order, authorized Gulf
Fleet Holdings, Inc., and its debtor-affiliates to use cash
securing obligation to their secured lenders until 5:00 p.m.
Central Time on October 29, 2010.
As of the Petition Date, the Debtors are indebted to: (i) Comerica
Bank, in its capacity as administrative agent and the financial
institutions, not less than $35,994,134 principal plus accrued
and unpaid interest of $369,439, and $1,453,568 principal plus
accrued and unpaid interest of $18,475, respectively, plus
attorneys' fees, expenses and costs of collection; and (ii)
Brightpoint Capital Partners Master Fund, L.P., in its capacity as
administrative agent and the financial institutions, not less than
$7,600,165.
As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the secured lenders replacement
lien on postpetition security interests, subordinate to certain
carve out expenses, and superpriority administrative expense claim
status.
The Debtors will also maintain insurance with respect to all of
the prepetition collateral and postpetition collateral for all the
purposes in accordance with the requirements of the prepetition
credit documents. The insurance will contain a standard mortgage
clause with the senior agent named as loss payee.
About Gulf Fleet
Lafayette, Lousiana-based Gulf Fleet Holdings, Inc. -- along with
affiliates Star Marine, LLC; Gulf Wind, LLC; Gulf Service, LLC;
Gulf Worker, LLC; Hercules Marine, LLC; Gulf Fleet, LLC; Gulf
Fleet Marine, Inc.; Gulf Fleet Management, LLC; Gulf Fleet
Offshore, LLC; and Gulf Ocean Marine Services, LLC -- filed for
Chapter 11 bankruptcy protection on May 14, 2010 (Bankr. W.D. La.
Case No. 10-50713). Gulf Fleet estimated assets at $100 million
to $500 million in assets and $50 million to $100 million in
liabilities as of the Petition Date.
GULF FLEET: Has Until October 29 to Propose Chapter 11 Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
directed Gulf Fleet Holdings, Inc., and its debtor-affiliates to
file their proposed Chapter 11 Plan and explanatory Disclosure
Statement by October 29, 2010.
Lafayette, Lousiana-based Gulf Fleet Holdings, Inc. -- along with
affiliates Star Marine, LLC; Gulf Wind, LLC; Gulf Service, LLC;
Gulf Worker, LLC; Hercules Marine, LLC; Gulf Fleet, LLC; Gulf
Fleet Marine, Inc.; Gulf Fleet Management, LLC; Gulf Fleet
Offshore, LLC; and Gulf Ocean Marine Services, LLC -- filed for
Chapter 11 bankruptcy protection on May 14, 2010 (Bankr. W.D. La.
Case No. 10-50713). Gulf Fleet estimated assets at $100 million
to $500 million in assets and debts at $50 million to $100 million
as of the Petition Date.
HANMI FINANCIAL: Amends Woori Securities Purchase Agreement
-----------------------------------------------------------
As reported in the Troubled Company Reporter on August 13, 2010,
Hanmi Financial Corporation entered into a definitive Securities
Purchase Agreement, dated May 25, 2010, with Woori Finance
Holdings Co. Ltd. A substantial portion of the net proceeds from
the Woori transaction was to be contributed as new capital into
Hanmi Bank.
On September 30, 2010, the Company and Woori entered into
Amendment No. 1 to the Agreement. Pursuant to correspondence with
NASDAQ regarding the application of its voting rights policy, the
Amendment amends and restates Section 5.3 of the Agreement, which
addresses the initial make-up of the Company's (and its
subsidiaries) Board of Directors following the closing of the
transaction between the Company and Woori. The Agreement provided
that the Board of Directors would be comprised of seven (7)
directors and granted Woori the right to appoint five (5)
directors, one of whom would be the Company's Chief Executive
Officer and President, with the other two (2) directors selected
by the Company from the directors serving immediately prior to the
closing.
Following the Amendment, Woori has the right to appoint four (4)
directors and propose the individual who will serve as the
Company's Chief Executive Officer and President; the proposal
being subject to agreement by the Company, receipt of the
necessary regulatory approvals and compliance with applicable law.
The Chief Executive Officer and President will also serve as a
director and the remaining two (2) directors will be selected by
the Company from the directors serving immediately prior to the
closing. In addition, the Amendment clarifies that Woori's
contractual appointment right is a one-time right. Following
exercise of Woori's appointment right, it will rely upon its
voting rights under, and subject to compliance with applicable
laws, rules and regulations and the Company's Amended and Restated
Certificate of Incorporation and Bylaws. Finally, the Amendment
changes the Outside Date (as that term is defined in the
Agreement) from September 30, 2010, to November 15, 2010.
A full-text copy of Amendment No. 1 to Securities Purchase
Agreement, dated September 30, 2010, is available for free at
http://researcharchives.com/t/s?6c21
About Hanmi Financial
Los Angeles-based Hanmi Financial Corp. (Nasdaq: HAFC - News)
-- http://www.hanmi.com/-- is the holding company for
Hanmi Bank, a state chartered bank with headquarters located at
3660 Wilshire Boulevard, Penthouse Suite A, in Los Angeles.
Hanmi Bank provides services to the multi-ethnic communities of
California, with 27 full-service offices in Los Angeles, Orange,
San Bernardino, San Francisco, Santa Clara and San Diego counties,
and a loan production office in Washington State.
The Company's balance sheet as of June 30, 2010, showed
$2.915 billion in total assets, $2.842 billion in total
liabilities, and stockholders' equity of $73.2 million.
* * *
As reported in the Troubled Company Reporter on March 17, 2010,
KPMG LLP, 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 the Company and its
wholly-owned subsidiary Hanmi Bank, are currently operating under
a formal supervisory agreement with the Federal Reserve Bank of
San Francisco and the California Department of Financial
Institutions, which restricts certain operations of the Company
and requires the Company to, among other things, increase
contributed equity capital at Hanmi Bank by $100 million by
July 31, 2010, and achieve specified capital ratios by July 31,
2010, and December 31, 2010.
HARRISBURG, PA: Covanta Energy Sues Over $1.9MM Skipped Payments
----------------------------------------------------------------
Dow Jones Newswires' Romy Varghese reports that Covanta Energy on
Tuesday sued the city of Harrisburg before the Court of Common
Pleas in Dauphin County, over $1.9 million in skipped loan
payments.
Covanta Energy provided the city a $22 million loan to fund
improvements to the incinerator. But Harrisburg has skipped the
last three payments on the loan this year, said Jim Klecko, a
Covanta vice president, Mr. Varghese reports.
Asked to respond to the suit, Mr. Varghese continues, Mayor Linda
Thompson's spokesman Chuck Ardo said, "We are looking forward to
developing a plan to meet all our financial obligations."
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.
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 County; bond insurer
Assured Guaranty Municipal Corp., a unit of Assured Guaranty Ltd.;
and bond trustees TD Bank and M&T Bank Corp. over $19 million in
skipped bond payments.
HERITAGE CIRCLE: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Heritage Circle, LLC
P.O. Box 10851
Zephyr Cove, NV 89448
Bankruptcy Case No.: 10-53960
Chapter 11 Petition Date: September 30, 2010
Court: U.S. Bankruptcy Court
District of Nevada (Reno)
Judge: Gregg W. Zive
Debtor's Counsel: Kevin A. Darby, Esq.
DARBY LAW PRACTICE, LTD.
4777 Caughlin Parkway
Reno, NV 89519
Tel: (775) 322-1237
Fax: (775) 996-7290
E-mail: kevin@darbylawpractice.com
Scheduled Assets: $1,106,877
Scheduled Debts: $3,423,014
A list of the Company's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-53960.pdf
The petition was signed by Michael P. Taylor, manager.
Debtor-affiliates filing separate Chapter 11 petitions:
Entity Case No. Petition Date
------ -------- -------------
Nevada Royale, LLC 10-53959 09/30/10
Oakwood #1 LLC -- 09/30/10
Oakwood #2 LLC -- 09/30/10
HERTZ GLOBAL: S&P Retains CreditWatch Positive on Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
auto and equipment renter Hertz Global Holdings Inc. and its
major operating subsidiary, Hertz Corp., would remain on
CreditWatch with positive implications, where they had been
placed on April 26, 2010, when Hertz announced it had signed
a definitive agreement to acquire Dollar Thrifty Automotive
Group Inc. (B-/Watch Pos/--) for $1.2 billion.
On Sept. 30, DTAG's shareholders rejected Hertz's bid to acquire
the company. S&P now expects Avis Budget Group Inc. to acquire
DTAG.
"The ratings on Park Ridge, N.J.-based Hertz Global Holdings and
Hertz Corp. reflect an aggressive financial risk profile and the
price-competitive and cyclical nature of on-airport car rentals
and equipment rentals," said Standard & Poor's credit analyst
Betsy Snyder. "The ratings also reflect the company's position as
the largest global car rental company in terms of locations served
and the strong cash flow its businesses generate," she continued.
Hertz Global has addressed significant refinancing risks through
several financings it completed during the past year.
Hertz has indicated that, because it no longer expects to acquire
DTAG, it will accelerate the expansion of its Advantage Rent-A-Car
value brand, which it would have divested had it acquired DTAG's
Dollar and Thrifty value brands. Hertz Global has also indicated
it will further expand its off-airport business, which it has been
increasing for the past several years and is the sector in which
Enterprise Holdings Inc. (BBB+/Stable/A-2; parent of Enterprise
Rent-A-Car) holds the largest market position.
Each of the three major on-airport car rental companies--Hertz,
Avis Budget (parent of the Avis and Budget brands), and Enterprise
(parent of the Enterprise Rent-A-Car, Alamo, and National brands)-
-has approximately a 30% market share; DTAG accounts for most of
the balance. If Avis Budget completes the acquisition of DTAG, it
could be required to divest some of its assets. Even so, Avis
Budget is expected to increase its on-airport market share
substantially, which would leave Hertz in third place. In
addition, DTAG focuses on the leisure segment, which has been
faster-growing and more profitable in the past year resulting from
the recovering economy and where Hertz will have a much smaller
presence than Enterprise or Avis Budget.
Even without the DTAG acquisition, S&P believes Hertz's improved
operating and financial performance could result in higher
ratings. The outlook on Hertz's ratings had been positive prior
to the CreditWatch listing. S&P will evaluate Hertz's improved
operating and financial performance without the DTAG acquisition
to resolve the CreditWatch listing.
HOSPITAL DAMAS: Section 341(a) Meeting Scheduled for Nov. 1
-----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Hospital
Damas Inc's creditors on November 1, 2010, at 9:00 a.m. The
meeting will be held at the Ochoa Building, 500 Tanca Street,
First Floor, San Juan, PR 00901.
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.
Ponce, Puerto Rico-based Hospital Damas, Inc., filed for Chapter
11 bankruptcy protection on September 24, 2010 (Bankr. D. P.R.
Case No. 10-08844). Charles Alfred Cuprill, Esq., assists the
Debtor in its restructuring effort. In its schedules, the Debtor
disclosed $24,017,166 in total assets and $21,267,263 in total
liabilities.
HUDSON PRODUCTS: S&P Changes Outlook to Stable; Affirms B- Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Hudson
Products Holdings Inc. to stable from negative. At the same time,
S&P affirmed the ratings, including the 'B-' corporate credit
rating, on the company.
"The outlook revision reflects S&P's expectations for sustained
liquidity levels and a moderate improvement in financial
performance as a result of increased demand for Hudson's products,
and additional financial flexibility due to the recent credit
agreement amendments," said Standard & Poor's credit analyst
Kenneth Cox. The ratings on Hudson reflect its acceptable
liquidity, leading market share, and low maintenance capital
spending requirements. The rating also reflects Hudson's exposure
to cyclical end markets, a limited scale of operations, and high
debt leverage.
Standard & Poor's Ratings Services considers Hudson's business
risk profile to be vulnerable. Although Hudson maintains a
leading market position as a manufacturer of axial-flow fans and
air-cooled heat exchangers, its markets are somewhat focused, with
approximately 70% of sales derived from the volatile and cyclical
refining and petrochemical industries. Hudson's reliance on these
industries, particularly its ACHE business, results in cyclical
financial performance. Also, given its small scale and focused
product lines, Hudson remains exposed to competition from lower-
cost manufacturing regions over the longer term if others decide
to enter the industry.
The company has a leading market position in the axial flow fan
market domestically and globally and good market positions in the
ACHE market domestically. However, the company has little pricing
power. Hudson has been in the fan business since 1939, resulting
in a large installed base that requires maintenance and
replacement over time; this provides a degree of cash flow
stability for its aftermarket parts and service segment.
Hudson's financial risk profile is highly leveraged. As of
June 30, 2010, the company had $321.5 million in long-term debt,
including operating lease adjustments. Total adjusted debt to
trailing-12-months EBITDA as of June 30, 2010, is a very
aggressive 7.8x, with EBITDA total interest coverage of 1.2x.
However, S&P believes that, given the slightly improved end market
demand, these ratios should improve somewhat.
Certain of Hudson's end markets have shown signs of stability,
which could lead to improved credit metrics and liquidity. Also,
the amended credit agreement provides the company with a bit more
flexibility. S&P could take a negative rating action if liquidity
declines significantly or if debt to EBITDA significantly exceeds
10x or if cash interest coverage declines to below 1x. Currently,
S&P believes that a positive rating action is unlikely.
HYDROGENICS CORP: Issues 2nd Tranche of Shares to CommScope
-----------------------------------------------------------
Hydrogenics Corporation announced Wednesday that it has closed the
second tranche of common shares issued pursuant to its strategic
alliance with CommScope, Inc., announced August 9, 2010. The
second tranche consisted of 207,268 common shares for an aggregate
purchase price of US$762,954 (US$3.68 per share). As a result of
this transaction, CommScope, Inc. of North Carolina now owns
1,086,661 common shares of the Company representing 19.8% of
outstanding common shares of Hydrogenics.
Shareholders had overwhelmingly approved the private placement of
1,307,513 common shares of Hydrogenics with CommScope, Inc. of
North Carolina, a subsidiary of CommScope, Inc., at the special
meeting for holders of Hydrogenics common shares held last
September 28, 2010.
About Hydrogenics Corporation
Hydrogenics Corporation (NASDAQ: HYGS; TSX: HYG)
-- http://www.hydrogenics.com/-- is a developer and provider of
hydrogen generation and fuel cell products and services, serving
the industrial and clean energy markets. Based in Mississauga,
Ontario, Canada, Hydrogenics has operations in North America and
Europe.
* * *
The Company has disclosed in its consolidated financial statements
for the year ended December 31, 2009, that there are material
uncertainties casting substantial doubt on its ability to continue
as a going concern.
In a current report on Form 6-K for the month of July 2010, as
filed with the SEC on July 30, 2010, the Company says it has
sustained losses and negative cash flows from operations since its
inception, and expects this will continue throughout 2010 and
2011. "If we do not raise enough additional capital during 2010,
we do not expect our operations to generate sufficient cash flow
to fund our obligations as they come due."
INTERNATIONAL GARDEN: Case Summary & 30 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: International Garden Products, Inc.
20340 SE Highway 212
Damascus, OR 97089
Bankruptcy Case No.: 10-13207
Debtor-affiliates filing separate Chapter 11 petitions:
Entity Case No.
------ --------
Weeks Wholesale Rose Grower 10-13208
California Nursery Supply 10-13209
Iseli Nursery, Inc. 10-13210
Old Skagit, Inc. 10-13211
Type of Business: International Garden Products, Inc. was
incorporated in 1996 as a holding company
for Iseli Nursery, Inc., California Nursery
Supply, Weeks Wholesale Rose Grower, and
Old Skagit, Inc. The company's operating
businesses, Iseli and Weeks, focus primarily
on growing horticultural products for nationwide
sale to independent garden centers, landscape
suppliers, landscapers and similar parties.
Iseli's is known in the industry as the premium
source of dwarf conifers, Japanese maples and
unique companion plants. Weeks is one of the
largest wholesale breeders and growers of
premium roses in the U.S.
Chapter 11 Petition Date: October 4, 2010
Bankruptcy Court: U.S. Bankruptcy Court
District of Delaware (Delaware)
Bankruptcy Judge: Kevin J. Carey
Debtor's Counsel: Andrew R. Remming, Esq.
Derek C. Abbott , Esq.
Morris, Nichols, Arsht & Tunnell
1201 North Market Street
P.O. Box 1347
Wilmington, DE 19899-1347
Tel: (302) 658-9200
Fax: (302) 658-3989
E-mail: aremming@mnat.com
dabbott@mnat.com
Debtor's
Legal
Counsel: BRYAN CAVE LLP
Debtor's
Restructuring
Adviser: FTI CONSULTING
Estimated Assets: $10 million to $50 million
Estimated Debts : $10 million to $50 million
The petition was signed by James H. Hulbert, III, chief executive
officer.
International Garden's List of 30 Largest Unsecured Creditors:
Entity/Person Nature of Claim Claim Amount
------------- --------------- ------------
Ashendene-Leeuwenstein BV Arbitration ruling $4,509,291
Groot Bentveld 3
21 16 TE Bentveld NL
Garden (NJ) QRS 14-32, Inc. Lease guarantee $1,002,210
c/o W.P. Carey & Co.
50 Rockefeller Plaza
2nd Floor
New York, NY 10020
Conard-Pyle Trade debt $275,280
25 Lewis Rd.
West Grove, PA 19390
Wilbur-Ellis Company Trade debt $163,383
Tri Cal Inc. Trade debt $133,950
P G & E Trade debt $107,401
Crop Production Services Trade debt $92,938
Crop Production Service Trade debt $78,130
Swane Nursery Trade debt $58,646
PGE Trade debt $57,321
Coiner Trade debt $54,848
Jackson & Perkins Trade debt $54,810
Agri-Valley Irrigation, Inc. Trade debt $36,368
Austin Trade debt $33,067
Sun Gro Horticulture Dist Trade debt $30,615
Rosewoods Transportation, Inc. Trade debt $25,850
OBC Northwest Trade debt $22,029
Saqui & Raimondo Trade debt $21,355
Carson Oil Co Trade debt $18,279
Klehr/Harrison/Harvey/ Trade debt $17,921
Branzburg
Kordes/Newflora Trade debt $17,220
Gateway Acceptance Trade debt $15,623
E Software Professionals Trade debt $15,417
American Express Company, Trade debt $13,581
Corporate Services
Harkness Trade debt $12,531
Poulsen Roser APS Trade debt $10,626
Rain for Rent Inc. Trade debt $10,557
Warners Roses Trade debt $10,555
California Controlled Trade debt $10,120
Anderson Die Trade debt $9,104
JNL FUNDING: Court Denies Request to Disband Creditors Committee
----------------------------------------------------------------
The Hon. Alan S. Trust of the U.S. Bankruptcy Court for the
Eastern District of New York denied lender Textron Financial
Corporation's request to disband the Official Committee of
Unsecured Creditors in the Chapter 11 case of JNL Funding Corp.
JNL Funding Corp., based in Farmingdale, New York, was formed to
originate and invest primarily in real estate related first
priority mortgage loans. JNL is a specialty finance company
which provides short-term (generally one to two years) financing
for borrowers with specialized expertise in the acquisition,
rehabilitation and the resale of vacant one-to-four family
residential properties in New York City and Long Island, New York.
The company also provides construction financing for these
properties and other special situations.
JNL Funding filed for Chapter 11 bankruptcy protection on May 14,
2010 (Bankr. E.D.N.Y. Case No. 10-73724). Judge Alan Trust
presides over the case. Pryor & Mandelup, LLP, assists the Debtor
in its restructuring effort. The Company estimated its assets and
debts at $50 million to $100 million as of the Chapter 11 filing.
JNL also disclosed that its combined general unsecured debts total
$19,509,090, for total debts of $50,677,195.
JOHNSON MEMORIAL: Emerges from Chapter 11 Bankruptcy Protection
---------------------------------------------------------------
Greg Bordanaro at Hartford Business Journal Online reports that
Johnson Memorial Corp has emerged from Chapter 11 bankruptcy
protection. The Company is now operating under a reorganization
plan that will include a rebranding strategy and a rewriting of
the community health care organization's bylaws.
Under the reorganization plan, unsecured creditors, including the
Pension Benefit Guarantee Corporation, will be paid at least
$9.3 million over five years, of which about $1.5 million of will
be paid immediately, says Mr. Greg Bordanaro.
The Company said it will rename itself Johnson Memorial Medical
Center.
Stafford Springs, Connecticut-based Johnson Memorial Hospital,
Inc., filed for Chapter 11 bankruptcy protection on November 4,
2008 (Bankr. D. Conn. Case No. 08-22187) after its affiliates,
Johnson Memorial Corporation Connecticut and The Johnson Evergreen
Corp. Connecticut, filed for bankruptcy protection on October 31,
2008. Eric A. Henzy, Esq., at Reid and Riege, P.C., assists
Johnson Memorial Hospital in its restructuring efforts. Johnson
Memorial Hospital estimated up to $50,000 in assets and
$10,000,000 to $50,000,000 in debts in its Chapter 11 petition.
JON HAMPTON: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Jon Hampton Realty, LLC
17 Hampton Road
New Brunswick, NJ 08901
Bankruptcy Case No.: 10-40337
Chapter 11 Petition Date: September 30, 2010
Court: U.S. Bankruptcy Court
District of New Jersey (Trenton)
Judge: Raymond T. Lyons Jr.
Debtor's Counsel: John F. Bracaglia, Jr., Esq.
COHN, BRACAGLIA & GROPPER
275 East Main Street
P.O. Box 1094
Somerville, NJ 08876
Tel: (908) 526-1131
Fax: (908) 526-1275
E-mail: lbrokaw@cbglawyers.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 Grace Florez, sole member.
LAKE STREET: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Lake Street Petoskey Associates, LLC
31807 Middlebelt Road, Suite 102
Farmington Hills, MI 48334
Bankruptcy Case No.: 10-70343
Chapter 11 Petition Date: September 30, 2010
Court: U.S. Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Marci B. McIvor
Debtor's Counsel: Susan M. Cook, Esq.
309 Davidson Building
P.O. Box 835
Bay City, MI 48707-0835
Tel: (989) 893-3518
E-mail: smcook@lambertleser.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $10,000,001 to $50,000,000
A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mieb10-70343.pdf
The petition was signed by David Jankowski of Lake Street Petoskey
Investment, LLC, managing member.
LIBERTY TIRE: S&P Assigns 'B' Long-Term Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
long-term corporate credit rating to Liberty Tire Recycling Holdco
LLC. The outlook is stable.
At the same time, S&P assigned its 'B' rating to the $200 million
senior unsecured notes co-issued by Liberty and subsidiary Liberty
Tire Recycling Finance Inc. In addition, S&P assigned the issue a
recovery rating of '4', indicating its expectation of average
(30%-50%) recovery in the event of a payment default.
The assignment of final ratings to the issues follows S&P's
previous assignment of preliminary ratings on Sept. 16, 2010.
Liberty expects to use proceeds from the note offering to
refinance debt under its existing credit facilities and second-
lien agreement, as well as for general corporate purposes. Pro
forma for the financing and use of proceeds, the company's total
adjusted debt at June 30, 2010, was roughly $254 million. S&P
adjust debt to include accrued interest, the present value of
operating leases, tax-adjusted environmental liabilities, and
asset retirement obligations.
"The company's operations are subject to a number of risks, which
result in a vulnerable business risk profile," said Standard &
Poor's credit analyst James Siahaan. "Despite the emphasis on
end-product sales, Liberty's scope of operations is somewhat
limited, and the scrap tire and tire-derived product industry is
small."
Pittsburgh, Pa.?headquartered Liberty Tire Recycling Holdco is the
leading integrated recycler of scrap tires and a manufacturer of
end products from scrap tires in the U.S. and Canada. It had
approximately $204 million in trailing-12-month sales on June 30,
2010.
LINGO MEDIA: Posts C$924,000 Net Loss in June 30 Quarter
--------------------------------------------------------
Lingo Media Corporation reported a net loss of C$924,041 on
C$559,437 of revenue for the three months ended June 30, 2010,
compared with a net loss of C$691,389 on C$654,358 of revenue for
the same period of 2009.
As at June 30, 2010, the Company had cash of C$59,319 (2009 -
C$1.1 million), and accounts and grants receivable of $510,131
(2009 - C$645,985). The Company's total current assets amounted
to C$757,387 (2009 - C$1.9 million) with current liabilities of
C$2.7 million (2009 - C$926,537) resulting in a working capital
deficiency of $1.9 million (2009 - working capital of
C$1.0 million).
The Company's balance sheet at June 30, 2010, showed C$6.4 million
in total assets, C$2.5 million in total liabilities, and
stockholders' equity of C$3.9 million.
"The Company has incurred significant losses over the years and
has an accumulated deficit as at June 30, 2010. This raises
significant doubt about the Company's ability to continue as a
going concern. The ability of the Company to continue as a going
concern is dependent upon raising additional financing through
share issuance, borrowing, sales and distribution agreements."
A full-text copy of the Company's interim consolidated financial
statements for the three months ended June 30, 2010, is available
for free at http://researcharchives.com/t/s?6c1d
A full-text copy of the Company's Management Discussion and
Analysis for the three months ended June 30, 2010, is available
for free at http://researcharchives.com/t/s?6c1e
About Lingo Media
Toronto, Canada-based Lingo Media Corporation Lingo Media
Corporation is a diversified online and print education product
and services company focused on English language learning ("ELL")
on an international scale through its business units. ELL
Technologies Limited is a globally-established ELL multi-media and
online training company marketed under the Q Group brand. Parlo
Corporation is a fee-based online ELL training and assessment
service. Speak2Me Inc. is a free-to-consumer advertising-based
online ELL service in China. Lingo Learning Inc. is a print-based
publisher of ELL programs in China. Lingo Media has formed
successful relationships with key government and industry
organizations, establishing a strong presence in China's education
market of more than 300 million students. The Company continues
to expand its ELL offerings in China and is extending its reach
globally.
LODGENET INTERACTIVE: Moody's Withdraws B3 Rating on $435MM Notes
-----------------------------------------------------------------
Moody's Investors Service withdrew the B3 rating on the proposed
$435 million senior secured second lien bonds of LodgeNet
Interactive Corporation. LodgeNet withdrew the offering, having
determined the pricing and terms were not acceptable.
Moody's also affirmed the B3 corporate family rating and lowered
the probability of default rating to Caa1. Moody's had
prospectively raised the PDR to B3 from Caa1 pro forma for the
revised capital structure, which would have included multiple
creditor classes and replacement of the current financial
maintenance covenants with looser covenants. Absent the proposed
transaction, LodgeNet must continue to comply with the financial
maintenance covenants, under which it has a fairly thin cushion,
and its debt capital structure will consist almost entirely of
bank debt (aside from modest capital leases). As such, Moody's
lowered the PDR to the former Caa1.
Moody's also revised the LGD point estimate for the senior secured
bank credit facility to incorporate a recent debt paydown.
Specifically, the LGD rate improved to LGD3, 32%, from LGD3, 33%.
A summary of the actions follows.
LodgeNet Interactive Corporation
-- Probability of Default Rating, Downgraded to Caa1 from B3
-- Corporate Family Rating, Affirmed B3
-- Senior Secured Bank Credit Facility, Affirmed B3, revised to
LGD3, 32% from LGD3, 33%
-- Senior Secured Regular Bonds, Withdrawn, previously rated B3,
LGD4, 50%
-- Outlook, Stable
Ratings Rationale
In Moody's opinion, continued cautious investment from LodgeNet's
hotel customers will hamper intermediate term growth in its core
hospitality services business, and over the long term competing
forms of entertainment will pressure this revenue stream as the
company seeks to defend its relevance to both hotel operators and
hotel guests. The B3 corporate family rating incorporates these
weak growth prospects, mitigated somewhat by the company's
moderately high financial risk profile and demonstrated capacity
to generate positive free cash flow throughout challenging
economic conditions, along with a measure of stability from the
monthly fees it receives from hotels regardless of occupancy.
Nevertheless, LodgeNet's guest entertainment business, its most
profitable, relies on consumer willingness to spend and, as such,
remains vulnerable to consumer confidence trends. Lack of scale
as measured by revenue relative to other rated Moody's issuers
also constrains the rating, although LodgeNet benefits from good
customer and geographic diversification.
The stable outlook incorporates Moody's expectation that LodgeNet
will maintain an adequate or better liquidity profile and will
continue to generate positive free cash flow.
Achievement of a B2 corporate family rating would require evidence
of stabilization in guest entertainment revenue and expectations
for stable to modestly growing EBITDA, as well as continued
commitment to a conservative credit profile and repayment of debt
with free cash flow. An upgrade or positive outlook would also
require expectations for sustained leverage below 3.5 times debt-
to-EBITDA and sustained free cash flow in excess of 5% of debt.
A deterioration of the liquidity profile, including sustained
negative free cash flow or projected inability to comply with bank
financial covenants, would likely warrant a negative ratings
action. Moody's would also consider a downgrade if leverage were
to reach 5 times debt-to-EBITDA, whether due to accelerating
declines in guest entertainment revenue or shareholder friendly
actions.
LodgeNet's ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (iii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside LodgeNet's core industry and
believes LodgeNet's ratings are comparable to those of other
issuers with similar credit risk.
LOEHMANN'S HOLDINGS: S&P Downgrades Corporate Credit Rating to 'D'
------------------------------------------------------------------
On Oct. 4, 2010, Standard & Poor's Ratings Services lowered its
corporate credit rating on Loehmann's Holdings Inc. to 'D' from
'CC'. At the same time, S&P lowered its issue-level rating on the
company's $110 million senior secured notes to 'D' from 'C'. The
recovery rating remains '6', indicating S&P's expectation of
negligible (0-10%) recovery for noteholders in the event of a
payment default.
"The downgrade reflects Loehmann's failure to make the scheduled
interest payment on its senior secured notes, and the company's
announcement that it is commencing a private offer to exchange
those notes that are due 2011 for new senior secured notes due
2014," said Standard & Poor's credit analyst David Kuntz. In
S&P's view, Loehmann's is unlikely to make the missed interest
payment within the 30-day grace period.
The exchange offer will expire on Oct. 27, 2010. Noteholders who
tender their old notes prior to Oct. 13, 2010, will receive $1,000
principal amount of notes of the same class for each $1,000
tendered. Noteholders that tender their old notes after Oct. 13,
but before the expiration will receive $970 principal amount of
the same class for each $1,000 tendered. As of this date, the
company has received 34% of the old notes. The consummation of
the exchange offer requires that the company receive 97% in
principal amount of the old outstanding notes.
MAUI LAND: Consummates Sale of Kapalua Golf Course to TY Mgt.
-------------------------------------------------------------
Maui Land & Pineapple Company, Inc., on September 30, 2010,
consummated the sale of the Kapalua Golf Course to TY Management
Corporation.
As part of the transaction, the Company sold to the buyer
1.3 acres and the improvements thereon that comprise the
maintenance facility for the Golf Course for $481,000 in cash.
Concurrent with the sale of the Kapalua Bay Golf Course, the
Company entered into an agreement to lease to the buyer the
property known as the Kapalua Golf Academy. Under terms of the
Golf Academy Lease the buyer will lease the Golf Academy training
facility for an initial term of 10 years and be granted an
easement for the 25 acres adjacent to the training facility.
Also concurrent with the sale of the Golf Course, an affiliate of
the Company entered into an agreement to lease back the Golf
Course, including the retail shop and the Golf Academy, from the
buyer through March 31, 2011 (the "Ground Lease").
In conjunction with the sale of the Golf Course, the Company
entered into a First Modification Agreement to its amended and
restated $50 million revolving line of credit facility with Wells
Fargo Bank and certain other lenders. Under terms of the First
Modification Agreement, upon closing of the sale of the Golf
Course the Company applied $20 million of the sales proceeds
toward reduction of the credit facility and the Golf Course was
released from the collateral securing the credit facility.
In addition to the Golf Academy Lease and the Ground Lease,
concurrent with the closing of the transaction, the Company
entered into an agreement to lease back the portion of the Golf
Course Clubhouse comprising the retail shop for a period of five
years, which will commence after the Ground Lease expires or is
terminated.
The Buyer is the owner of the Kapalua Plantation Golf Course that
was purchased from the Company in March 2009. An affiliate of MLP
is the lessee and operator of the Plantation Course under a lease
agreement that expires on March 31, 2011.
About Maui Land & Pineapple Company
Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- is a landholding, real estate development
and asset management company headquartered in Maui, Hawaii. The
Company owns approximately 24,000 acres of land on Maui, including
its principal development, the Kapalua Resort, a 1,650 acre
master-planned, destination resort community.
The Company's balance sheet as of June 30, 2010, showed
$119.4 million in total assets, $202.7 million in total
liabilities, and a stockholders' deficit of $83.3 million.
* * *
As reported in the Troubled Company Reporter on April 5, 2010,
Deloitte & Touche LLP, in Honolulu, Hawaii, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's 2009 results. The independent auditors
noted of the Company's recurring losses and negative cash flows
from operations and deficiency in stockholders' equity at
December 31, 2009.
MEDCLEAN TECHNOLOGIES: Kenneth Londoner Resigns as Director
-----------------------------------------------------------
Kenneth L. Londoner resigned from his position on the board of
directors of MedClean Technologies, Inc. According to MedClean,
Mr. Londoner's resignation was not the result of any disagreements
with the Company on any matters relating to the Company's
operations, policies or practices.
About MedClean Technologies
Based in Bethel, Connecticut, MedClean Technologies, Inc.,
provides solutions for managing medical waste on site including
designing, selling, installing and servicing on site (i.e. "in-
situ") turnkey systems to treat regulated medical waste.
The Company's balance sheet at June 30, 2010, showed $2.49 million
in total assets, $2.54 million in total liabilities, and a
$45,852 stockholders' deficit.
As reported in the Troubled Company Reporter on March 8, 2010,
Child, Van Wagoner & Bradshaw, PLLC, in Salt Lake City, expressed
substantial doubt about the Company's ability to continue as a
going concern, after auditing the Company's financial statements
for the year ended December 31, 2009. The independent auditors
noted that of the Company's substantial recurring losses.
MEDSCI DIAGNOSTICS: Court Denies Dismissal of Reorganization Case
-----------------------------------------------------------------
The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court
for the District of Puerto Rico denied secured creditor Reliable
Financial Services' request to dismiss the Chapter 11 case of
Medsci Diagnostics, Inc.
Reliable sought for the dismissal of the Debtor's case because (i)
the Debtor has not filed a Chapter 11 Plan; and (ii) as of the
filing date of the motion, the Debtor has four postpetition
arrears on monthly installments corresponding to the months of
June until September 2010 for a total amount of postpetition
installments due of $1,285.
San Juan, Puerto Rico-based Medsci Diagnostics, Inc, filed for
Chapter 11 bankruptcy protection on June 6, 2010 (Bankr. D.P.R.
Case No. 10-04961). Edgardo Munoz, Esq., at Edgardo Munoz, PSC,
assists the Company in its restructuring effort. The Company
estimated assets at $50 million to $100 million in assets and $1
million to $10 million in liabilities as of the Chapter 11 filing.
MEDSCI DIAGNOSTICS: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Medsci Diagnostics Inc., filed with the U.S. Bankruptcy Court for
the District of Puerto Rico its schedules of assets and
liabilities, disclosing:
Name of Schedule Assets Liabilities
---------------- ----------- -----------
A. Real Property $0
B. Personal Property $57,900,732
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims $5,088,651
E. Creditors Holding
Unsecured Priority
Claims $823,523
F. Creditors Holding
Unsecured Non-priority
Claims $858,037
----------- -----------
TOTAL $57,900,732 $6,770,211
San Juan, Puerto Rico-based Medsci Diagnostics, Inc, filed for
Chapter 11 bankruptcy protection on June 6, 2010 (Bankr. D.P.R.
Case No. 10-04961). Edgardo Munoz, Esq., at Edgardo Munoz, PSC,
assists the Debtor in its restructuring effort. The Company
estimated its assets at $50 million to $100 million and debts at
$1 million to $10 million.
MERRYHILL FARMS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Merryhill Farms, Inc.
4359 Harlem Road
Galena, OH 43021
Bankruptcy Case No.: 10-61626
Chapter 11 Petition Date: September 28, 2010
Court: U.S. Bankruptcy Court
Southern District of Ohio (Columbus)
Judge: C. Kathryn Preston
Debtor's Counsel: Benjamin W. Ogg, Esq.
266 N. Fourth Street, Suite 100
Columbus, OH 43215
Tel: (614) 716-0500
Fax: (614)716-0511
E-mail: bwo@olrblaw.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The list of unsecured creditors filed together with its petition
does not contain any entry.
The petition was signed by Peter H. Luft, president.
METALDYNE LLC: S&P Gives 'B+' Corp. Rating; Outlook 'Stable'
------------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its
preliminary 'B+' corporate credit rating on Plymouth, Mich.-
based automotive supplier Metaldyne LLC. The outlook is stable.
At the same time, S&P assigned a preliminary 'B+' issue-level
rating and preliminary '3' recovery rating on Metaldyne's
$225 million senior secured term loan due 2016. The preliminary
'3' recovery rating indicates S&P's expectation that lenders would
receive meaningful (50% to 70%) recovery in the event of a payment
default.
"The ratings reflect what S&P considers to be Metaldyne's weak
business risk profile and aggressive financial risk profile," said
Standard & Poor's credit analyst Robert Schulz. "S&P's business
risk assessment incorporates the multiple industry risks facing
automotive suppliers, including volatile demand, high fixed costs,
intense competition, and severe pricing pressures. These risks
more than offset the favorable fact that Metaldyne's products are
used mostly in vehicle powertrains and therefore have longer lives
and are less commodity-like than many other automotive parts," he
continued. The financial risk assessment reflects S&P's view that
low free operating cash flow and, in the long term, possible
future distributions to shareholders will constrain the company
from significantly reducing debt.
The company is a private-equity-owned automotive supplier created
from certain assets during the bankruptcy restructuring of
Metaldyne Corp.
In S&P's view, the most significant variable in Metaldyne's credit
profile in the near term is the direction and pace of the auto
industry recovery. Metaldyne's cost-cutting actions in recent
years and its focus on fewer, but relatively more attractive,
product lines since bankruptcy have positioned the company well
for an upturn in vehicle demand. Still, although vehicle
production has recently increased in the U.S., S&P believes future
production will remain volatile.
The company is moderately sized and will have less than
$800 million in revenues in 2010, based on S&P's assumptions,
but S&P believes it is a leader in some product areas.
Metaldyne's current product portfolio could generate low-
double-digit EBITDA margins as vehicle production recovers.
S&P also believes Metaldyne's current business is much less
exposed to unrecovered increases in raw material costs than its
predecessor was before bankruptcy. This is critical, in S&P's
view, because some of Metaldyne's previous operations were
affected by spikes in raw material costs and time lags in
recovering such costs. Metaldyne does not have any significant
pension or postretirement health care obligations, and it has
manageable union representation, in S&P's view. S&P believes the
new owners purchased assets at prices that should support
profitable operations and manageable capital spending.
S&P assumes Metaldyne's financial policies will be aggressive,
given the concentrated ownership and the possibility that the
company may seek to provide future distributions to shareholders
or perhaps make targeted acquisitions for growth.
Metaldyne's liquidity is adequate under S&P's criteria based on
prospects for some free cash generation, existing cash balances,
and an unused bank facility governed by a borrowing base. S&P
expects cash balances to be about $100 million at the close of the
refinancing. The stable outlook reflects S&P's belief that
Metaldyne can achieve low, but still positive, free operating cash
flow in the 12 months ahead and adjusted EBITDA of more than
$80 million, given the relatively favorable trend for vehicle
production in North America compared with 2009 levels. In Europe,
S&P believes new-vehicle registrations will decline in 2010, but
that production may be flat with that in 2009. Still, S&P
believes economic sluggishness could keep sales low and cause a
downturn in future production, particularly in light of recent
robust production and inventory restocking. S&P considers Ford's
ability to maintain its market share a key factor in Metaldyne's
performance.
S&P could lower the rating if free operating cash flow generation
turns negative for consecutive quarters or if S&P believes that
debt to EBITDA, including S&P's adjustments, would exceed 5x. S&P
estimates that debt to EBITDA could reach this threshold if, for
example, Metaldyne's gross margins, excluding depreciation and
amortization, fall by about 250 basis points and there is limited
revenue growth over the next year.
S&P considers an upgrade unlikely during the next year, based on
its current assessment of the company's business and financial
risks and Metaldyne's concentrated ownership by financial
sponsors, which S&P believes indicates that financial policies
will remain aggressive.
METROFINANCIERA S.A.P.I: U.S. Court Approves Chapter 15 Petition
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
approved the Chapter 15 petition by the foreign representative of
Mexico-based Metrofinanciera, S.A.P.I de C.V., and Sociedad
Financiera de Objeto Multiple, E.N.R. for recognition of the
bankruptcy proceedings in Mexico as the foreign main proceeding.
Metrofinanciera filed for bankruptcy in Mexico last year after
negotiating a restructuring with creditors. It was the first
prepackaged bankruptcy in Mexican history. The Plan was approved
by a Mexican court in June.
Metrofinanciera said it needs approval of the Chapter 15 petition
in order to make its bankruptcy plan effective in the U.S. and
make distributions to the noteholders under the Plan.
Without recognition of the bankruptcy proceedings in Mexico and a
corresponding stay of all creditor actions in the U.S., the
Company said it faces "a substantial risk" that holders of
US$100 million in notes issued in 2006 could sue the Company in
New York.
About Metrofinanciera, S.A.P.I
Metrofinanciera, S.A.P.I de C.V., is a subprime and construction
lender based in Mexico. The Company filed for Chapter 15
protection on August 30, 2010 (Bankr. S.D. Tex. Case No. 10-
20666). Jose Angel Amaro, acts as the foreign representative of
the Debtor. Alan S. Gover, Esq., at White & Case LLP, in New
York, represents the foreign representative. The foreign
representative said the Debtor had assets and debts at $500
million to $1 billion as of the Chapter 15 petition date.
MEXICANA AIRLINES: Boeing Seeks New Customers for 717 Planes
------------------------------------------------------------
Boeing Co. (BA) is looking for new customers for the 717 planes
previously flown by Grupo Mexicana's low-cost unit which have
been grounded following the company's bankruptcy filing,
according to a September 29, 2010 report by Dow Jones Newswires.
MexicanaLink, one of the domestic units of Grupo Mexicana,
operated 20 Boeing 717s leased from Boeing Capital, Dow Jones
reported, citing data from consultancy Ascend Worldwide.
Owners and leasing firms have seized some of the 109 planes flown
by Grupo Mexicana and are attempting to recover and remarket the
remaining aircraft.
Boeing Capital Corp. spokesman John Kvasnosky said the firm has
already terminated its 717 leases with MexicanaClick and is
considering remarketing options whether at a restructured Click
or other potential operators, Dow Jones reported.
Analysts said one potential home could be AirTran Airways, a unit
of AirTran Holdings Inc. which is being acquired by Southwest
Airlines Co.
AirTran is the largest operator of 717s that are also leased from
Boeing. Southwest has committed to retain the fleet and could
expand it to open routes to smaller cities, according to Dow
Jones.
The collapse of Grupo Mexicana last month has seen several U.S.
airlines add cross-border flights. The downgrading by the U.S.
Federal Aviation Administration in July of Mexico's safety rating
left its airlines unable to expand their U.S. services.
Mexicana's domestic rivals, Volaris and Aeromar, have earlier
announced plans to launch new local services while Aeromexico is
considering a fleet expansion to take advantage of opportunities,
Dow Jones reported.
About Mexicana Airlines
Compania Mexicana de Aviacion or Mexicana Airlines --
http://www.mexicana.com/-- is a privately held airline and a
subsidiary of Nuevo Grupo Aeronautico. Founded in 1921, Mexicana
is the oldest commercial carrier in North America. Charles
Lindbergh piloted the first trip for Mexicana between Brownsville,
Texas, and Mexico City.
Grupo Mexicana de Aviacion is the parent of Compania Mexicana. Two
other units are Aerovias Caribe S.A. de C.V. (Mexicana Click) and
Mexicana Inter S.A. de C.V. (Mexicana Link).
Compania Mexicana de Aviacion or Mexicana Airlines, Mexico's
largest airline, filed for bankruptcy in the U.S. and Mexico on
August 2, 2010. In the U.S., the company filed in the U.S.
Bankruptcy Court in Manhattan for Chapter 15 bankruptcy protection
(case no. 10-14182), and in Mexico, it filed for the equivalent of
Chapter 11.
Maru E. Johansen, foreign representative of Compania Mexicana,
estimated in the Chapter 15 petition that the company has assets
of US$500 million to US$1 billion and debts of more than
US$1 billion. William C. Heuer, Esq., at Duane Morris LLP, serves
as counsel to Ms. Johansen.
Mexicana de Aviacion stated that despite its bankruptcy filing, it
expects to continue to operate normally, and that such filings
Bankruptcy Creditors' Service, Inc., publishes Mexicana Airlines
Bankruptcy News. The newsletter tracks the chapter 11 proceedings
and the ancillary proceedings undertaken by Compania Mexicana de
Aviacion and its units. (http://bankrupt.com/newsstand/or
215/945-7000).
MIDWEST BANC: Wilmington Trust Appointed to Creditors Committee
---------------------------------------------------------------
Wilmington Trust has been appointed by the United States Trustee
to serve as a member of the unsecured creditors' committee in the
bankruptcy of Midwest Banc Holdings, Inc. (Midwest), which filed
for Chapter 11 protection on August 19, 2010, in the United States
Bankruptcy Court for the Northern District of Illinois.
Wilmington Trust is trustee for holders of approximately $31
million of subordinated debt. Midwest's bankruptcy filing poses no
credit or investment risk to Wilmington Trust, nor does it affect
Wilmington Trust's balance sheet. Wilmington Trust is paid a fee
for the services it provides in this case.
Wilmington Trust has served on the unsecured creditors' committee
for several of the largest corporate bankruptcies in American
business history, including Lehman Brothers Holdings, Inc.,
General Motors Corporation, and Washington Mutual, Inc. The
company's CCS business offers institutional trustee, agency, asset
management, retirement plan, and administrative services for
clients worldwide who use capital markets financing structures, as
well as those who seek to establish or maintain nexus, or legal
residency, for special purpose entities. Because Wilmington Trust
does not underwrite securities offerings or provide investment
banking services, it is able to deliver corporate trust services
that are conflict-free.
Midwest Banc Holdings is the holding company for Midwest Bank and
Trust Company. The bank, however, became subject to FDIC
receivership this May.
Midwest Banc Holdings, Inc. filed for chapter 11 protection in
Chicago on August 20, 2010 (Bankr. N.D. Ill. Case No. 10-37319).
Midwest Banc disclosed assets of $9,690,937 and debts of
$144,746,169 as of the bankruptcy filing.
MOMENTIVE PERFORMANCE: Completes Combination With Hexion LLC
------------------------------------------------------------
Momentive Performance Materials Holdings Inc. and Hexion LLC
completed their business combination. Momentive said the
combination creates an industry powerhouse with 117 production
facilities, more than 10,000 associates, pro forma annualized
sales of approximately $7.5 billion and proforma Adjusted EBITDA
of $1.24 billion.
"Our new, combined enterprise now can offer a broader portfolio
of specialty technologies and products to meet the diverse
applications needs of our global customers," said Chairman & CEO
Craig O. Morrison. "These technologies include silicones,
epoxies, quartz, phenolics, acrylics, aminos, Versatic Acids, and
others that are used alone, or in combination, across thousands of
critical industrial and consumer applications where superior
performance is required. In addition, as we look across our
complementary technology platform, we see tremendous growth
potential for bringing new products to market."
The combined companies will operate under the Momentive name and
are introducing a new logo designed to create a bold new look for
the enterprise. The new Momentive is headquartered in Columbus,
Ohio. Its silicones and quartz business is headquartered in
Albany, New York.
The new Momentive is organized into three global business
divisions: Silicones and Quartz, led by President Steven Delarge;
Epoxy, Phenolic and Coating Resins, led by President Joseph
Bevilaqua; and Forest Products, led by President Dale Plante. The
senior leadership team is a highly experienced management group
composed of leaders from Momentive and Hexion.
The new company's operations are strategically located to
serve all major regions of the world with a broad portfolio
of specialty performance products for industrial and consumer
markets. Momentive serves more than 20,000 customers with
technical solutions that enhance end products. For example, its
versatile specialty silicones are used in applications as diverse
as shampoo and cosmetics to aerospace and electronics. Its epoxy
resins are a vital component in the production of wind turbine
blades, while its phenolic-coated proppants help energy services
companies extract natural gas from increasingly complex geological
formations. The construction, semiconductor, energy, protective
coatings, transportation, marine and durable goods industries, to
name a few, rely on Momentive's array of products.
The capital structures and legal entity structures of both
Momentive Performance Materials Holdings Inc. and Hexion LLC and
their respective subsidiaries will remain separate and in place.
Momentive Performance Materials Inc. and Hexion Specialty
Chemicals, Inc. will continue to file separate financial and
other reports with the Securities and Exchange Commission. The
new parent company of Momentive and Hexion is now Momentive
Performance Materials Holdings LLC. In addition, in connection
with the combination, Hexion Specialty Chemicals, Inc. is changing
its name to Momentive Specialty Chemicals Inc. The companies are
controlled by investment funds affiliated with Apollo Global
Management, LLC.
About Momentive Performance
Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics. As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.
As of March 30, 2010, Momentive had $3.22 billion in total assets,
$3.79 billion in total liabilities, and a stockholders' deficit of
$565.8 million.
Momentive carries a 'CCC-' corporate credit rating from Standard &
Poor's Ratings Services.
Standard & Poor's Ratings Services said that it affirmed all its
ratings on Hexion Specialty Chemicals Inc., including the 'B-'
corporate credit rating. The outlook is stable.
NBTY INC: S&P Assigns 'BB-' Rating on Senior Secured Facility
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it is assigning
issue-level and recovery ratings to NBTY Inc.'s senior secured
credit facility and senior unsecured notes after the company
recently completed a capital restructure following The Carlyle
Group's $4 billion leveraged buyout of NBTY. S&P assigned a 'BB-'
issue rating (one notch higher than the corporate credit rating on
NBTY) to the new $2 billion senior secured credit facility. The
recovery rating is '2', indicating S&P's expectation of
substantial (70% to 90%) recovery in the event of a payment
default. S&P assigned a 'B' issue rating (one notch lower than
the corporate credit rating) to the $650 million senior unsecured
notes due 2018. The recovery rating is '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.
The leveraged buyout of the company was financed through a
combination of about $1.6 billion equity, contributed by The
Carlyle Group, and $2.7 billion in debt. The $2.7 billion debt
consists of $2 billion senior secured credit facility, which
includes a $250 million five-year revolver, $250 million 5.5-year
term loan A and $1.5 billion seven-year term loan B, and a
$650 million eight-year bridge facility/senior unsecured notes.
S&P's ratings on NBTY reflect what Standard & Poor's views as a
highly leverage financial risk profile due to the significant debt
burden and its aggressive financial policy following the leverage
buyout transaction. In addition to the weak credit metrics and
aggressive financial policy, the 'B+' rating on NBTY also reflects
the company's participation in the highly competitive vitamins,
minerals, and supplements industry, which S&P believes supports a
fair business risk profile. Other factors include the company's
distribution channel and product diversity, and scale.
Ratings List
NBTY Inc.
Corporate credit rating B+/Stable/--
New Ratings
$2 bil sr secured credit facility BB-
Recovery rating 2
$650 mil sr unsecured notes due 2018 B
Recovery rating 5
NEVADA ROYALE: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Nevada Royale, LLC
P.O. Box 11224
Zephyr Cove, NV 89448
Bankruptcy Case No.: 10-53959
Chapter 11 Petition Date: September 30, 2010
Court: U.S. Bankruptcy Court
District of Nevada (Reno)
Judge: Gregg W. Zive
Debtor's Counsel: Kevin A. Darby, Esq.
DARBY LAW PRACTICE, LTD.
4777 Caughlin Parkway
Reno, NV 89519
Tel: (775) 322-1237
Fax: (775) 996-7290
E-mail: kevin@darbylawpractice.com
Scheduled Assets: $7,003,060
Scheduled Debts: $2,791,515
A list of the Company's 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-53959.pdf
The petition was signed by Michael P. Taylor, managing member.
Debtor-affiliates filing separate Chapter 11 petitions:
Entity Case No. Petition Date
------ -------- -------------
Heritage Circle, LLC 10-53960 09/30/10
Oakwood #1 LLC -- 09/30/10
Oakwood #2 LLC -- 09/30/10
NIELSEN FINANCE: Note Upsizing Won't Affect S&P's 'B' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on the
7.75% senior unsecured notes due 2018 co-issued by Nielsen Finance
LLC and Nielsen Finance Co. are unaffected by the notes' upsizing
to $750 million from $500 million. Despite the $250 million
increase, the issue-level rating on the notes remains at 'B' (one
notch lower than the 'B+' corporate credit rating on parent
company The Nielsen Co. B.V.) with a recovery rating of '5',
indicating S&P's expectation of modest (10%-30%) recovery for
noteholders in the event of a payment default. (For the complete
recovery analysis, see Standard & Poor's recovery report on
Nielsen, to be published on RatingsDirect as soon as possible
following the release of this report.) The company plans to use
proceeds to repay a portion of its $870 million 10% senior notes
due 2014 and for general corporate purposes.
Ratings List
Nielsen Co. B.V. (The)
Corporate Credit Rating B+/Positive/--
Nielsen Finance LLC
Nielsen Finance Co.
$750M 7.75% sr unsecd nts due 2018 B
Recovery Rating 5
O.L. JOHNSON: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: O.L. Johnson Company
dba O.L. Johnson Co., Inc.
O.L. Johnson, Inc.
O.L. Johnson Company, Inc.
13800 Conant Street
Detroit, MI 48212
Bankruptcy Case No.: 10-69926
Chapter 11 Petition Date: September 28, 2010
Court: U.S. Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Marci B. McIvor
Debtor's Counsel: A. Rita Kostopoulos, Esq.
30800 Van Dyke, Suite 204
Warren, MI 48093
Tel: (586) 574-0916
E-mail: lawfirmoffices@yahoo.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/mieb10-69926.pdf
The petition was signed by James O. Johnson, president.
OPUS EAST: Trustee Gets Dec. 23 Deadline for Lease Decisions
------------------------------------------------------------
Jeoffrey L. Burtch, the Chapter 7 trustee for the Opus East Corp.
and its units, sought and obtained an extension of the time by
which he must cause to assume or reject executory contracts and
unexpired property leases of the Opus East Debtors, through and
including December 23, 2010.
The Debtors' Lease Decision Period Deadline was previously set by
the Court for August 25, 2010.
Dale Dube, Esq., at Cooch and Taylor P.A., in Wilmington,
Delaware, relates that the Chapter 7 Trustee and his
professionals have focused on the maintenance and sale of the
Debtors' properties and have not had sufficient time to analyze
the high volume of contracts and leases to determine which will
be valuable during the administration of the Debtors' estates.
Mr. Dube also notes that the Contracts and Leases remain
numerous.
"While the Chapter 7 Trustee has been able to limit the[] number
[of the remaining contracts and leases] through the sale or
abandonment of various Debtor properties, it remains unreasonable
to expect the Trustee to have analyzed each and every of the
Contracts and Leases in connection with the administration of the
Estates," Mr. Dube says.
About Opus East
Rockville-based Opus East LLC has developed more than 13.3 million
square feet of space since starting operations in 1994. It filed
for Chapter 7 liquidation in the U.S. Bankruptcy Court for the
District of Delaware. Opus East LLC listed $100 million to
$500 million in debts, against $50 million to $100 million in
assets in its Chapter 7 petition.
Jeoffrey L. Burtch, the Chapter 7 Trustee of the Opus East, has
tapped Ciardi Ciardi & Astin as his special counsel. Young
Conaway Stargatt and Taylor LLP is co-counsel to the Chapter 7
Trustee.
OPUS EAST: Trustee to Abandon 100 M St. Property
------------------------------------------------
Jeoffrey L. Burtch, the Chapter 7 Trustee of the Opus East
Debtors, notify parties-in-interest that he intends to abandon
Debtor 100 M St. SE LLC's interest in the property related to a
project located at 100M Street, SE, in Washington, DC, that is
secured by a first lien and security interest in favor of Bank of
America, N.A., as successor in interest to LaSalle Bank, N.A.
BofA was previously granted relief from the automatic stay to
exercise its state law remedies with respect to the Property by a
consent order on December 21, 2009. BofA has not yet taken steps
to foreclose on the Property.
Included in the Property to be abandoned is the Debtors' interest
in all unexpired real property leases that relate to the Project,
under which Debtor Opus East LLC is the lessor.
The Chapter 7 Trustee says he determined that the Property has no
value to the Debtors' estate and that the Property is burdensome
to the Debtors' estate by imposition of accruing costs and
exposure to potential liability.
MayfieldGentry, Parsons Corp. Reply
MayfieldGentry Realty Advisors LLC tells the U.S. Bankruptcy
Court for the District of Delaware that for the 16-month period
before the Petition Date, it engaged in negotiations with the
Debtors for the possible purchase and sale of the property
associated with the Project. MayfieldGentry reveals that during
those negotiations, it made a $5 million deposit on the 100 M
Street Property, which was intended to serve as a credit on the
purchase price it would eventually pay for the Property.
Robert J. Dehney, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, Delaware, contends that the Chapter 7 Trustee may be
incorrect in his belief that the Project has no value to the
Debtors' estates and is burdensome. Mr. Dehney asserts that the
Project has value to the Debtors' estate by virtue of the fact
that MayfieldGentry proposes to bid $55 million for the Property
-- an amount MayfieldGentry believes, on information and belief,
is in excess of all liens on the Property.
For this reason, MayfieldGentry asks the Court (1) to reject the
Chapter 7 Trustee's intent and (2) to vacate the Consent Order
granting BofA relief from the automatic stay to foreclose on the
Property.
In a separate filing, Parsons Corporation notes that it leases
space at the subject Property from Debtor 100 M Street.
Accordingly, Parsons asserts that it is entitled to certain
setoff rights. Parsons specifically contends that if the Debtors
fail to make payments as required, then it is entitled to offset
the rent it owes under the Property to an equal extent.
Parsons further notes that the Chapter 7 Trustee's Notice does
not identify the party to whom the Property will be abandoned to.
Parsons thus suggests that the matter be clarified so the record
will reflect to whom Parsons should direct future rent payments
relating to the 100 M Street Lease.
BofA Answers MayfieldGentry
On behalf of BofA, Stuart M. Brown, Esq., at Edwards Angell
Palmer & Dodge LLP, in Wilmington, Delaware, contends that
contemplated abandonment is within the Chapter 7 Trustee's sound
business judgment. He says that courts defer to a bankruptcy
trustee's judgment and place the burden on the party opposing the
abandonment to prove a benefit to the estate and an abuse of the
trustee's discretion.
Mr. Brown argues that Mayfield has failed to show that its $55
million offer would provide any benefit to Debtor 100 M Street's
estates because it simply cannot do so. He notes that BofA's
secured claims against Debtor 100 M Street estate totaled
approximately $57,607,388 as of August 23, 2010. He adds that:
-- mechanics and materialmen assert liens that purport to
encumber 100 M Street in the aggregate approximate amount
of $2 million; and
-- unpaid real estate taxes exceed $500,000.
Mayfield also ignores the fact that BofA would be entitled to
postpetition interest and reimbursement of costs, including
attorneys' fees, on its claims were there to be any equity in
excess of its first priority liens, Mr. Brown relates. He
discloses that interest accrues at the rate of $4,639 per day.
Mr. Brown further notes that for every passing month, BofA has
made protective advances in support of Debtor 100 M Street to
keep current under the ground lease and taxes, as well as
otherwise supplement the rents to meet the monthly operating
expenses of Debtor 100 M Street.
"Simple math demonstrates that Mayfield's offer of $55 million is
insufficient to provide any benefit to the estate," Mr. Brown
argues.
Mayfield was made aware of the extent of BofA's existing claims
as early as January 2010, when it resumed discussions with the
Chapter 7 Trustee and BofA regarding its possible purchase of the
Property and the Note, according to Mr. Brown. He reveals that
between January and July of 2010, Mayfield made at least three
written offers to BofA, all of which were insufficient to allow
BofA to fully recover on its claims or provide any equity to the
Debtor's estate.
The insufficiency of the offers presented by Mayfield and certain
other parties to the Chapter 7 Trustee were indeed the basis for
the Trustee's decision to enter into the BofA Consent Order, Mr.
Brown explains. He cites that the Consent Order specifically
states that "the market value of the property is less than the
aggregate amount owed to the Bank and other creditors asserting a
lien on the Property, and as a result there is no equity in the
Property for the Debtor's bankruptcy estate."
Mayfield had the opportunity and did in fact, submit offers to
both the Chapter 7 Trustee to purchase the 100 M Street leasehold
interest and BofA to purchase the Note, all of which were
rejected due to insufficiency of the proposed bid amount, Mr.
Brown elaborates. However, Mayfield's current bid is similarly
insufficient, he maintains.
For these reasons, Mayfield has failed to show why the Court
should disturb the Chapter 7 Trustee's judgment to abandon the
Property.
Accordingly, BofA asks the Court to deny MayfieldGentry's
requests.
About Opus East
Rockville-based Opus East LLC has developed more than 13.3 million
square feet of space since starting operations in 1994. It filed
for Chapter 7 liquidation in the U.S. Bankruptcy Court for the
District of Delaware. Opus East LLC listed $100 million to
$500 million in debts, against $50 million to $100 million in
assets in its Chapter 7 petition.
Jeoffrey L. Burtch, the Chapter 7 Trustee of the Opus East, has
tapped Ciardi Ciardi & Astin as his special counsel. Young
Conaway Stargatt and Taylor LLP is co-counsel to the Chapter 7
Trustee.
OPUS SOUTH: Ch. 7 Trustee Proposes Cooch & Taylor as Counsel
------------------------------------------------------------
Jeoffrey L. Burtch, as interim Chapter 7 trustee for the
bankruptcy estate of Opus South Corporation, asks the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ Cooch and Taylor P.A. as his general counsel nunc pro tunc
to August 27, 2010.
The Chapter 7 Trustee tells the Court that several time-sensitive
and pressing matters exit that require his immediate attention,
including, but not limited to, the identification and compliance
of applicable deadlines, consultation with the Debtor's counsel
to preserve vital Debtor information, and otherwise the
stabilization of the Debtor's case in connection with the long
term administration of the Debtor's estate.
In connection with these time-sensitive matters, the Chapter 7
Trustee asserts that he requires the advice of Cooch & Taylor as
legal counsel.
The Chapter 7 Trustee propose to pay for Cooch & Taylor's
services based on the firm's normal hourly rates:
Attorneys $265 to $575
Paraprofessionals $150 to $180
Susan E. Kaufman, Esq., an attorney at Cooch & Taylor, assures
the Court that her firm is a "disinterested person" as the term
is defined under Section 101(14) of the Bankruptcy Code.
OPUS SOUTH: Court Converts Case into Chapter 7 Liquidation
----------------------------------------------------------
Opus South Corporation sought and obtained an order from the U.S.
Bankruptcy Court for the District of Delaware converting its case
from Chapter 11 to Chapter 7 of the Bankruptcy Code on August 27,
2010.
Accordingly, the Debtor was directed to:
a. turn over or make available to a Chapter 7 trustee all
records requested by the Chapter 7 trustee and property of
the estate under the Debtor's custody and control as
required by Rule 1019(4) of the Federal Rules of Bankruptcy
Procedure; and
b. file a schedule of unpaid debts incurred after commencement
of the superseded case including the name and address of
each creditor as required by Rule 1019(5) of the Federal
Rules of Bankruptcy Procedure.
The Debtor subsequently prepared a schedule of its unpaid
postpetition debts to various creditors, which total $10,587 as
of September 10, 2010. A copy of the Debt Schedule is available
for free at http://bankrupt.com/misc/OSUnpPostDebt.pdf
The Debtor was also directed to file and transmit to the U.S.
Trustee for the District of Delaware a final report and account.
All professionals retained in the Debtor's Chapter 11 case under
Section 327 of the Bankruptcy Code were to file their final fee
applications by late September 2010. Parties-in-interest are
given 30 days after the date of the filing of a final fee
application to assert any objection to that fee request.
The joint administration of the Debtor's case with the Chapter 11
case of Waters Edge One LLC is rescinded. All pleadings filed
with the Court with respect to the Debtor will be filed on the
docket for the converted bankruptcy case under Case No. 09-11390
and all pleadings filed with the Court with respect to Waters
Edge One will be filed on the docket under Case No. 09-11394.
After conducting a thorough analysis of available assets of its
estate and the merits of claims asserted against it, the Debtor
determined that it does not have assets that would generate
sufficient value to fund a plan process and pay the claims that
would be required to be paid under a Chapter 11 plan.
For this reason, the Debtor believes that it is in the best
interest of its creditors to convert its Chapter 11 case and
allow a Chapter 7 trustee to utilize any remaining assets to
pursue any potential causes of action belonging to the estate,
liquidate any remaining assets, and make any available
distribution to creditors pursuant to the priority scheme under
the Bankruptcy Code.
J. Burtch Named as Chapter 7 Trustee
Roberta A. DeAngelis, the Acting U.S. Trustee for Region 3, has
appointed Jeoffrey L. Burtch as interim trustee of the Chapter 7
estate of Opus South Corp.
Sec. 341 Meeting Set for Oct. 13
The U.S. Trustee will convene a meeting of the creditors of Opus
South Corp. pursuant to Section 341 of the Bankruptcy Code on
October 13, 2010, at 2:00 p.m., at 844 King Street, Room 2112, in
Wilmington, Delaware.
The Debtor's representative must be present at the meeting to be
questioned under oath by the trustee and by creditors.
Creditors are welcome to attend, but are not required to do so.
The meeting may be continued and concluded at a later date
without further notice.
About Opus South
Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.
The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390). Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts. The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent. The Debtors have assets and debts both ranging from
$50 million to $100 million.
The U.S. Bankruptcy Court for the District of Delaware confirmed
the Chapter 11 Plan of Liquidation filed by Wachovia Bank,
National Association, as administrative agent, and certain lender
parties for Waters Edge One, L.L.C., one of the Opus South
Debtors, on February 18, 2010.
OPUS WEST: Bittner Wants More Time for Distributions
----------------------------------------------------
John Bittner, the surviving officer appointed in the post-
confirmation cases of Opus West Corporation and its debtor
affiliates, relates that an extension of the date upon which he
is to make distributions to holders of Allowed Claims of the
Debtors is in the best interests of the Debtors and holders of
Allowed Claims.
The Distribution Deadline was previously established as no later
than September 8, 2010, or 180 days after the occurrence of the
effective date of the Debtors' Chapter 11 Plan of Liquidation.
On behalf of the Surviving Officer, Clifton R. Jessup, Jr., Esq.,
at Greenberg Traurig LLP, in Dallas, Texas, explains that the
Debtors' primary unliquidated asset and potential major source of
funding distributions to creditors holding Allowed Claims is an
ongoing litigation pending before the U.S. Bankruptcy Court for
the Northern District of Texas as Adversary Proceeding No. 10-
03013-hdh, styled as Opus West Corporation v. Opus Corporation,
et al.
The funds available for distribution that are currently held by
the Surviving Officer are not significant when compared to the
total amount of claims asserted against the Post-Confirmation
Debtors, Mr. Jessup points out. He adds that given the large
number of creditors in the Debtors' Chapter 11 cases and the
significant range of claim amounts asserted by those creditors, a
distribution by the original Distribution Deadline will likely
result in the cost of preparing and forwarding individual
distributions exceeding the actual amount of the individual
distributions.
Accordingly, the Debtors sought and obtained an extension of the
Distribution Deadline to 30 days after the date the Ongoing
Litigation is resolved on a final, non-appealable basis or is
otherwise dismissed.
Mr. Jessup says that the extension will permit not only the
Ongoing Litigation to be finalized, but will also permit all
claims objections to be resolved prior to a distribution.
About Opus West Corporation
Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.
Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356). Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts. Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts
counsel. Chatham Financial Corp. is financial advisor. BMC Group
is the Company's claims and notice agent. As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts. In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.
Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware. Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.
ORLEANS HOMEBUILDERS: Court Okays Disclosure Statement
------------------------------------------------------
Orleans Homebuilders, Inc., and certain affiliated debtors have
received U.S. Bankruptcy Court approval of the Debtor's Modified
First Amended Disclosure Statement, which paves the way for the
Debtor to begin soliciting creditor approval of its proposed
Modified First Amended Joint Plan of Reorganization. The Plan,
which was developed consensually between the Debtor, certain of
its secured lenders, and the unsecured creditors committee,
details how creditors' claims will be treated. The Debtor expects
the Plan to be confirmed by the Court and to go into effect before
year-end, at which time the Debtor will emerge from Chapter 11
protection.
These key parties recommend a "yes" vote from creditors entitled
to vote on the Plan, as acceptance of the Plan would provide for
greater and more certain recovery for general unsecured creditors,
which include trade creditors, contractors and vendors, as well as
holders of certain securities issued by an affiliate of the
Company. Under the Plan, the Company would emerge from Chapter 11
with under $200 million in debt, down from more than $500 million
in funded debt at the time of the filing on March 1, 2010.
"All the parties have worked closely and collaboratively, and we
are very pleased to present a consensual plan of reorganization
for creditor consideration. The Company, the unsecured creditors
committee and the Plan's sponsors all believe that the Plan
provides the best possible outcome for all creditor classes. We
anticipate ballots will be distributed this week, and that we will
be able to hold our confirmation hearing on or about November 16,
2010," stated Mitchell B. Arden, Senior Managing Director and
Shareholder of Phoenix Management, who has been serving as
Orleans' Chief Restructuring Officer. "This is a major and very
positive step forward in Orleans' bankruptcy process, and enables
us to plan for the Company's emergence before the end of the year.
Orleans' vendors, contractors and employees should be
congratulated as they have done an excellent job maintaining
construction schedules and quality standards, and I would like to
thank our customers, who have continued to show their confidence
in the Company's ability to deliver an outstanding home."
The Plan calls for different treatments if certain impaired
classes vote to accept or reject the Plan. If holders of
aggregate unsecured claims (Class 3), which include general
unsecured, junior subordinated note and trust preferred securities
and convenience class creditors, vote as a class in the aggregate
to accept the Plan, they would receive their pro rata share of a
$6 million cash pool and the proceeds of certain avoidance claims
(net of certain fees and expenses). In this scenario, the
Debtor's secured lenders would agree to waive their deficiency
claims, claim for adequate protection, and enforcement of
subordination provisions under the Debtor's subordinated notes and
trust preferred securities. Estimated recoveries for unsecured
creditors is expected to be between approximately 3% and 5%.
However, if Class 3 votes as a class to reject the Plan, the
Company still intends to seek confirmation of the Plan, and
holders would receive proceeds from sales of assets unencu
mbered as of the date of the bankruptcy filing, as well as up to
$4 million from the proceeds of any avoidance claims. But in this
scenario, the secured creditors would not waive their deficiency
or adequate protection claims or rights to enforce subordination
provisions, and the anticipated recovery and timing thereof for
unsecured creditors is uncertain. Both the Debtor and the
unsecured creditors committee believe that under this scenario,
recovery for Class 3 would be less than if Class 3 voted to accept
the Plan, and that any distributions would not take place as soon.
If Class 3 were to reject the Plan, holders of general unsecured
claims less than $25,000 (and those with greater claims that elect
to reduce their claims to $25,000) would receive an amount equal
to 3% of each claim, less than they would potentially receive if
Class 3 accepts the Plan.
The Plan provides that all administrative, DIP facility, tax,
priority, and certain other secured claims, including secured
operational lien claims, would be paid in full or reinstated and
are unimpaired. Holders of certain pre- and post-petition secured
claims would receive their pro rata share of common stock in the
reorganized company, new notes, and cash depending on their
relative priority. All stock, junior notes and trust preferred
securities would be cancelled on the effective date of the Plan.
The U.S. Bankruptcy Code defines acceptance of a plan of
reorganization by a class of creditors as acceptance by those
holding a majority in number and at least two-thirds in dollar
amount of the allowed claims of that class that have actually been
voted on the plan. Those classes that are not impaired are deemed
to accept the plan automatically and will not be required to vote.
Similarly, holders of common stock, which will be cancelled when
the plan goes into effect, are deemed to reject the plan.
The Debtor and most of its operating subsidiaries filed voluntary
petitions to commence the Chapter 11 process on March 1, 2010.
The filing did not include certain of the Debtor's subsidiaries,
including its mortgage services subsidiary, Alambry Funding Inc.,
which provides mortgage brokerage services for customers and
financial institutions, but does not underwrite any customer
mortgages.
Information about the reorganization, including copies of the Plan
and the Disclosure Statement and links to other Court filings, can
be found at http://www.orleanshomesreorg.com/
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.
PENN NATIONAL: Moody's Gives Stable Outlook, Affirms 'Ba2' Rating
-----------------------------------------------------------------
Moody's Investors Service revised Penn National Gaming, Inc.'s
rating outlook to stable from negative. The company's existing
ratings were affirmed. Penn has a Ba2 Corporate Family Rating.
Ratings affirmed and LGD assessments revised:
* Corporate Family Rating at Ba2
* Probability of Default Rating at Ba2
* $640.6 million revolver expiring 2012 at Ba2 (LGD 3, 39% from
LGD 3, 41%)
* $1.52 billion term loan B maturing 2012 at Ba2 (LGD 3, 39% from
LGD 3, 41%)
* $250 million 6 3/4% senior subordinated notes due 2015 at B1
(LGD 6, 91% from LGD 6, 92%)
* $325 million 8 3/4% senior subordinated notes due 2019 at B1
(LGD 6, 91% from LGD 6, 92%)
The outlook revision to stable from negative acknowledges Penn's
good operating performance through a prolonged period of economic
weakness. During this difficult period, Penn has managed to
reinvest in and expand its asset base, maintain very good
liquidity, and keep net debt/EBITDA (including Moody's standard
adjustments) below 4.5 times. In addition, the stable outlook
also incorporates Moody's view that the company has the financial
flexibility, liquidity, and discipline to maintain its current
credit profile over the long-term despite: (1) the high likelihood
that consumer spending on gaming will not improve in the
foreseeable future; (2) current development plans; and (3) the
expectation that the company will pursue acquisitions. The stable
outlook also recognizes that Penn is not currently exposed to
gaming markets Moody's believe could experience further and
possible significant, declines in gaming revenue. This includes
Atlantic City, NJ and the Las Vegas, NV locals markets.
Penn's Ba2 Corporate Family Rating reflects its large, well
diversified asset base and very good liquidity profile. The
ratings also acknowledge that lower consumer spending and
visitation trends have negatively impacted gaming revenues in most
of the markets where Penn operates. Moody's expects that this
trend will continue at least for the intermediate future. This
trend also suggests that price competition within and among gaming
jurisdictions will intensify as Penn and other casino operators
move aggressively to maintain market share and temper the decline
in operating margins.
A near-term improvement in Penn's ratings is not likely at this
time given Moody's view that consumer spending in the U.S. on
gaming -- a highly discretionary form of entertainment -- will
continue to pressure the company's credit metrics. A higher
rating would likely require that Penn demonstrate the ability and
willingness to maintain net debt/EBITDA at or below 3.5 times.
Ratings could be lowered if operating performance deteriorates, or
the company pursues leveraged acquisitions, expansions, or share
repurchases that materially weaken its credit metrics.
Specifically, ratings could be downgraded if it appears that net
debt/EBITDA will rise to and remain at or above 4.5 times for an
extended period of time.
The last rating action on Penn was October 2, 2009, when Moody's
commented that Penn National's statement that it is "looking at"
the Fontainebleau project in Las Vegas had no impact on its
ratings or negative outlook.
Penn National Gaming, Inc., owns and operates twenty-five gaming
facilities in thirteen jurisdictions including Colorado, Illinois,
Indiana, Iowa, Louisiana, Maryland, Mississippi, Missouri, New
Jersey, Maine, Pennsylvania, West Virginia and Ontario, Canada.
The company generates about $2.4 billion of annual net revenues.
PERRY COUNTY: Plan Confirmation Hearing Set for November 16
-----------------------------------------------------------
The U.S. Bankruptcy for the Southern District of Alabama will
convene a hearing on November 16, 2010, at 8:30 a.m., to consider
the confirmation of Perry County Associates, LLC, and Perry
County Associates, LLC's Plan of Reorganization.
Ballots and written objections are due by November 9.
According to the Disclosure Statement, the Plan provides that the
Reorganized Debtors will continue owning all of the rights,
interests, permits, and property associated with Arrowhead Landfil
operators - Phill-Con and its affiliate P&J, with modified
obligations to the indenture trustee under an interest only
payment plan extending until October 31, 2011, or on the financing
event (whichever comes first). The financing event will be
designed to give the noteholders three options: (i) the option of
being paid in full at par as a result of the financing event; (ii)
the option of accepting the financing event as payment in full of
all of the Reorganized Debtors' obligations owed to the
noteholders; or (iii) if the consideration raised by the financing
event is less at full par, the option to decline to accept the
consideration and move for the reopening of the Bankruptcy
proceeding with the appointment of a liquidating trustee.
Distributions will be made to the indenture trustee and all other
holders of allowed claims using available cash on hand as of the
effective date and income generated from operations at the
Arrowhead Landfill
A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/PERRYCOUNTY_DS.pdf
The Debtors are represented by:
HELMSING, LEACH, HERLONG, NEWMAN & ROUSE, P.C.
150 Government Street, Suite 2000
Mobile, AL 36602
Tel: (251) 432-5521
Fax: (251) 432-0633
DIAMOND MCCARTHY LLP
700 Lavaca, Suite 1400
Austin, TX 78701
Tel: (512) 617-5200
Fax: (512) 617-5299
About Perry County
Atlanta, Georgia-based Perry County Associates, LLC, filed for
Chapter 11 bankruptcy protection on January 26, 2010 (Bankr. S.D.
Ala. Case No. 10-00277). Jeffery J. Hartley, Esq., at Helmsing,
Leach, Herlon, Newman & Rouse, assists the Debtor in its
restructuring effort. The Company disclosed $0 in assets and
$10,793 in liabilities.
The Company's affiliate -- Perry Uniontown Ventures I, LLC --
filing a separate Chapter 11 bankruptcy petition. Perry Uniontown
disclosed $15,009,538 in assets and $67,489,007 in liabilities.
PFG ASPENWALK: Section 341(a) Meeting Scheduled for Nov. 2
----------------------------------------------------------
The U.S. Trustee for Region 12 will convene a meeting of PFG
AspenWalk, LLC's creditors on November 2, 2010, at 10:00 a.m. The
meeting will be held at U.S. Courthouse, Room 1017, 300 S 4th
Street, Minneapolis, MN 55415.
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.
Minneapolis, Minnesota-based PFG AspenWalk, LLC, filed for Chapter
11 bankruptcy protection on September 23, 2010 (Bankr. D. Minn.
Case No. 10-47089). Robert T. Kugler, Esq., at Leonard Street &
Deinard P.A., assists the Debtor in its restructuring effort.
According to its schedules, the Debtor disclosed $12,004,580 in
total assets and $7,535,608 in total liabilities as of the
Petition Date.
PHILADELPHIA NEWSPAPERS: Lenders Set to Close Purchase of Business
------------------------------------------------------------------
Christopher K. Hepp, staff writer at the Philadelphia Inquirer,
reports that Philadelphia Media Network, a company formed by
lenders of Philadelphia Newspapers LLC, said it is now set to
close on its purchase of The Inquirer, Daily News, and the website
Philly.com on Friday, and the Company will effectively emerge from
bankruptcy.
The announcement came after Philadelphia Media reached separate
agreements with the newspapers' drivers and mailers. Each of the
company's unions was asked to make concessions equal to 13% of its
share of the company's expenses, according to the report.
As reported in the Troubled Company Reporter on October 4,
Philadelphia Newspapers LLC has received at a hearing on September
30 confirmation of Chapter 11 plan as secured lenders, for a
second time, were authorized to purchase Philadelphia Newspapers'
assets and businesses for $105 million in cash.
Philadelphia Newspapers previously won confirmation of a plan
based on the sale of the business to the same group of lenders for
$139 million. The sale failed to close because the buyers weren't
able to reach agreement on a new labor contract with the Teamsters
union. After another auction on September 23, the lenders again
emerged as the winning bidder with a $105 million offer, lower
than what the group offered last April. The lenders group
surpassed the $85 million offer of local philanthropist and
business mogul, Raymond Perelman. The new auction bars the
successful bidder from refusing to complete the acquisition.
According to Bill Rochelle at Bloomberg News, the terms of the
revised plan are:
-- As with the prior version of the plan, 2.3% of the stock will
be distributed to holders of $110 million in unsecured debt
claims. Creditors under this class would get 1.5%.
-- $1.09 million in cash will be estimated for general unsecured
creditors with claims estimated at $4.2 million. Claims in
the class could grow by $12.8 million if the claim of
McClatchy Co. is allowed. Claims in the class will increase
another $150 million if the buyer doesn't take over pension
claims. The recovery for general unsecured creditors will
range from under 1% to 23%.
-- Secured lenders, with claims of $318.8 million, will receive
cash left over from the sale plus the value of real estate
estimated to be worth $29.5 million. The plan required
the lenders to waive their deficiency claims.
According to The Associated Press, the lenders group surpassed the
$85 million offer of local philanthropist and business mogul,
Raymond Perelman.
About Philadelphia Newspapers
Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.
Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204). Mark K. Thomas, Esq., and Paul V.
Possinger, Esq., at Proskauer Rose LLP in Chicago, Illinois; and
Lawrence G. McMichael, Esq., Christie Callahan Comerford, Esq.,
and Anne M. Aaronson, Esq., at Dilworth Paxson LLP, in
Philadelphia, Pennsylvania, serve as bankruptcy counsel. The
Debtors' financial advisor is Jefferies & Company Inc. The Garden
City Group, Inc., serves as claims and notice agent.
Ben Logan, Esq., at O'Melveny & Myers LLP in Los Angeles,
California; and Gary Schildhorn, Esq., at Eckert Seamans Cherin &
Mellott, LLC in Philadelphia, represent the Official Committee of
Unsecured Creditors. Fred S. Hodara, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP in
New York, represent the Steering Group of Prepetition Secured
Lenders.
Philadelphia Newspapers estimated assets and debts of $100 million
to $500 million in its bankruptcy petition.
PHYLLIS MOORE: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Phyllis E. Moore
dba Buddy Moore Realty
43 Wimberly Avenue
Rocky Mount, NC 27804
Bankruptcy Case No.: 10-07917
Chapter 11 Petition Date: September 30, 2010
Court: U.S. Bankruptcy Court
Eastern District of North Carolina (Wilson)
Judge: Randy D. Doub
Debtor's Counsel: John G. Rhyne, Esq.
HINSON & RHYNE, P.A.
P.O. Box 7479
Wilson, NC 27895-7479
Tel: (252) 291-1746
E-mail: annhinson@nc.rr.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 six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nceb10-07917.pdf
PLASTECH EXTERIOR: PBGC Assumes Underfunded Pension Plan
--------------------------------------------------------
The Pension Benefit Guaranty Corporation has assumed
responsibility for the underfunded pension plan covering more than
780 former workers and retirees of Plastech Exterior Systems Inc.,
an auto parts maker in Dearborn, Mich.
The PBGC stepped in because Plastech and its parent company,
Plastech Engineered Products Inc., liquidated in bankruptcy
proceedings, and there will be no sponsor left to fund or
administer the plan. Retirees will continue to receive their
monthly benefit payments without interruption, and other workers
will receive their pensions when they are eligible to retire.
According to PBGC estimates, the Plastech Exterior Systems Inc.
Retirement Plan is 77% funded, with assets of $17.1 million to
cover $22.5 million in benefit liabilities. The PBGC expects to be
responsible for $5.2 million of the $5.4 million shortfall.
The PBGC will take over the assets and use insurance funds to pay
guaranteed benefits earned under the plan. The plan ended on June
30, 2008, and the agency assumed responsibility for the plan on
Sept. 13, 2010.
Within the next several weeks, the PBGC will send notification
letters to all participants in the Plastech plan. Under
provisions of the Pension Protection Act of 2006, the maximum
guaranteed pension the PBGC can pay is determined by the legal
limits in force on the date of the plan sponsor's bankruptcy.
Therefore participants in the plan are subject to the limits in
effect when Plastech filed for bankruptcy protection on Feb. 1,
2008, which set a maximum guaranteed amount of $51,750 per year
for a 65-year-old.
The maximum guaranteed amount is lower for those who retire
earlier or elect survivor benefits. In addition, certain early
retirement subsidies and benefit increases made within the five
years immediately before the Feb. 1, 2008 bankruptcy date may not
be fully guaranteed.
Plastech's parent, Plastech Engineered Products Inc., was founded
in 1988 as a privately owned company that supplied plastic
products for the automotive industry. The company's products
included interior trim, under hood components, bumpers and cockpit
modules. The company sought Chapter 11 protection in the U.S.
Bankruptcy Court in Detroit on Feb. 1, 2008 and its case was later
converted to Chapter 7 liquidation. Plastech's most significant
assets sales closed on June 30, 2008.
Workers and retirees with questions may consult the PBGC Web site,
http://www.pbgc.gov/or call toll-free at 1-800-400-7242. For
TTY/TDD users, call the federal relay service toll-free at
1-800-877-8339 and ask for 800-400-7242.
Plastech retirees who draw a benefit from the PBGC may be eligible
for the federal Health Coverage Tax Credit. Further information
may be found on the PBGC Web site at http://www.pbgc.gov/workers-
retirees/benefits-information/content/page13692.html
Assumption of the plan's unfunded liabilities will increase the
PBGC's claims by $5.2 million and was not previously included in
the agency's fiscal year 2009 financial statements.
The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974. It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 29,000 private-sector
defined benefit pension plans. The agency receives no funds from
general tax revenues. Operations are financed largely by insurance
premiums paid by companies that sponsor pension plans and by
investment returns.
About Plastech Engineered Products
Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is a full-service automotive
supplier of interior, exterior and underhood components. It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry. Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.
Plastech is a privately held company and is the largest family-
owned company in the state of Michigan. The company is certified
as a Minority Business Enterprise by the state of Michigan.
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States. The company's products are
sold through an in-house sales force.
The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417). Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represented the Debtors in their restructuring efforts. The
Debtors chose Jones Day as their special corporate and litigation
counsel. Lazard Freres & Co. LLC served as the Debtors'
investment bankers, while Conway, MacKenzie & Dunleavy provided
financial advisory services. The Debtors also employed Donlin,
Recano & Company as their claims and noticing agent. Joel D.
Applebaum, Esq., at Clark Hill PLC, represented the Official
Committee of Unsecured Creditors.
As of Dec. 31, 2006, the company's books and records reflected
assets totaling $729,000,000 and total liabilities of
$695,000,000.
The Debtors filed their Plan of Liquidation on August 11, 2008.
As reported by the Troubled Company Reporter on December 22, 2008,
the Court confirmed Plastech's Fifth Amended Joint Plan of
Liquidation. The Plan became effective in accordance with its
terms on December 31, 2008.
QOC I: Section 341(a) Meeting Scheduled for Nov. 12
---------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of QOC I
LLC's creditors on November 12, 2010, at 8:30 a.m. The meeting
will be held at Flagler Waterview Building, 1515 N Flagler Dr Room
870, West Palm Beach, FL 33401.
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.
Boca Raton, Florida-based QOC I LLC owns previously issued life
insurance policies purchased in the life settlement market.
QOC I filed for Chapter 11 bankruptcy protection on October 1,
2010 (Bankr. S.D. Fla. Case No. 10-40153). Glenn D. Moses, Esq.,
and Heather L Harmon, Esq., at Genovese Joblove & Battista, P.A.,
assist the Debtor in its restructuring effort. The Debtor
estimated its assets and debts at $100 million to $500 million as
of the Petition Date.
QOC I: Taps Genovese Joblove as Bankruptcy Counsel
--------------------------------------------------
QOC I LLC asks for authorization from the U.S. Bankruptcy Court
for the Southern District of Florida to employ Genovese Joblove &
Battista, P.A., as bankruptcy counsel, nunc pro tunc to the
Petition Date.
Genovese Joblove will, among other things:
(a) advise the Debtor in connection with any contemplated
sales of assets or business combinations, including the
negotiation of sales promotion, liquidation, stock
purchase, merger or joint venture agreements, formulate
and implement bidding procedures, evaluate competing
offers, draft appropriate corporate documents with
respect to the proposed sales, and counsel the Debtor in
connection with the closing of such sales;
(b) advise the Debtor in connection with post-petition
financing and cash collateral arrangements, provide
advice and counsel with respect to prepetition
financing arrangements, and provide advice to the Debtor
in connection with the emergence financing and capital
structure, and negotiate and draft documents relating
thereto;
(c) advise the Debtor on matters relating to the evaluation
of the assumption, rejection or assignment of unexpired
leases and executory contracts; and
(d) provide advice to the Debtor with respect to legal issues
arising in or relating to the Debtor's ordinary course of
business including attendance at senior management
meetings, meetings with the Debtor's financial and
turnaround advisors and meetings of the board of
directors, and advice on employee, workers' compensation,
employee benefits, labor, tax, insurance, securities,
corporate, business operation, contracts, joint ventures,
real property, press/public affairs and regulatory
matters.
Genovese Joblove will be paid based on the hourly rates of its
personnel:
Attorneys $195-$575
Glenn D. Moses $475
Heather L. Harmon $395
Michael L. Schuster $275
Legal Assistants $75-$160
Glenn D. Moses, Esq., a shareholder at Genovese Joblove 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) of the Bankruptcy Code.
Boca Raton, Florida-based QOC I LLC owns previously issued life
insurance policies purchased in the life settlement market.
QOC I filed for Chapter 11 bankruptcy protection on October 1,
2010 (Bankr. S.D. Fla. Case No. 10-40153). The Debtor estimated
its assets and debts at $100 million to $500 million as of the
Petition Date.
QUECHAN TRIBE: Fitch Affirms Issuer Rating at 'CCC'
---------------------------------------------------
Fitch Ratings has affirmed its ratings for the Quechan Tribe of
the Fort Yuma Indian Reservation:
-- Issuer rating at 'CCC';
-- $30 million governmental project bonds series 2007 (tax-
exempt) at 'CCC';
-- $110 million gaming enterprise revenue bonds series 2008 at
'B-'.
The ratings have been removed from Rating Watch Negative and
subsequently assigned a Negative Rating Outlook.
The 'CCC' issuer rating and the Negative Outlook reflect the
deteriorating reserves of Quechan's tribal government,
precipitated by the lackluster performance of the new casino
resort and the tribe's reluctance to make meaningful cuts in
governmental spending, including the per capita distributions.
The tribe exhausted much of its reserves while building a
replacement casino resort and has continued to deplete cash since
the project opened in February 2009. At the current rate, Fitch
estimates that without significant corrective measures, the entire
cash balance will be nearly or entirely depleted by the end of
fiscal 2011.
Meaningful Spending Cuts Needed:
Despite the project opening up below original expectations and the
increased debt burden related to the project lowering the cash
available for tribal transfers, the tribe has not made meaningful
spending adjustments as of yet. Tribal management did state that
the tribal council is aware of the liquidity situation and will
revisit the per capita policy prior to the May semi-annual
payment, near the end of the high-season for the casino
operations. Fitch estimates that substantial cuts in per capita
payments would be required to preserve cash balances over the next
12-24 months potentially followed by further cuts longer-term,
absent considerable improvement at the casino enterprise or cuts
elsewhere.
Also, without an amendment, the tribe is likely to violate the
Dec. 31, 2010 net liquidity test covenant on the governmental
project bonds. The net liquidity test compares Quechan's liquid
assets net of short-term liabilities to the $30 million of the
governmental project bonds outstanding and would require the tribe
to fund a $30 million reserve fund if the ratio falls below 0.75
to 1. The tribe is in the process of negotiating an amendment to
the covenant, which would provide additional time for spending
cuts to be made and casino operations to improve.
Economic Conditions Continue To Pressure Casino Operations; Some
Upside Remains:
In the second quarter of 2010 (2Q'10), after four full quarters of
operations, Quechan's new casino resort experienced a 4% year-
over-year decline in net revenues, while the older Arizona
facility had a decline of 9%. EBITDA declines were significantly
more severe but were impacted by one-time items and a larger
number of slot machines in California, where the state fee
schedule is less favorable. On an LTM basis, the casino
enterprise revenues are up 23% and EBITDA is down 4% through
June 30, 2010. Preliminary results for 3Q'10 show that EBITDA
grew slightly in the most recent quarter. Casino management has
implemented a number of cost saving initiatives that are expected
to be significantly accretive to earnings. While Fitch recognizes
the upside in the initiatives, Fitch's base case reflects mostly
flat near-term performance given the prevailing economic
conditions in the Yuma market. In August 2010, unemployment in
Yuma MSA reached 30.2%, which is about 10% above the pre-recession
levels, and Fitch sees no clear catalysts for a sharp turnaround.
Much will depend on the late fall and the winter months of
2010/2011, when seasonal hiring will begin and the population will
swell with seasonal residents. Management projects a 20% increase
for fiscal 2011 EBITDA from the June 30, 2010 LTM levels, which
Fitch thinks is aggressive.
Solid Coverage Of Gaming Enterprise Bonds:
Although the project has performed worse than expected, the casino
enterprise EBITDA on an LTM basis still covers the current revenue
recourse debt service by 1.8 times and by 1.6x once the principal
starts to amortize on the 2008 revenue bonds about three years
from now. The revenue recourse debt holders also benefit from the
coverage test covenants, with the test coverage ratio stepping up
to 2.0x from the current level of 1.75x for the March 31, 2010
test. Fitch believes that Quechan could trip the covenant at the
1Q'11 test date, which would trigger a consultant call-in, a lock-
box flow-of-funds, and a funding requirement for a springing debt
service reserve fund. The reserve fund would require the casinos
to divert about $13 million (10% of recourse debt outstanding)
over a 12-month period into the fund, which would place greater
pressure on the tribe's liquidity. The tribe is working to get a
waiver or an amendment for the revenue debt reserve funding
requirement, which Fitch believes may be achievable in some form.
Rating Drivers Center On Tribe's Ability To Preserve Liquidity:
Fitch believes that substantial cuts in the per cap payments are
required to preserve liquidity in the short-term. In the long-
term further cuts might be necessary if the operating results fail
to markedly improve, bondholders do not agree to amend/waive the
requirement to fund the revenue bond springing debt service
reserve fund, or the governmental services spending is not
significantly reduced. A failure of this confluence of factors to
achieve a more stabilized balance between the available recurring
resources and tribal spending could result in a downgrade within
the next six to 12 months. Specifically, Fitch will be monitoring
the tribe's decision making process related to the May 2011 per
cap payment, the casino operating results for the seasonally
strong March 31 ending quarter in 2011, and the revenue
bondholders' decision regarding the waiver/amendment to the
reserve funding requirement. Fitch will also look for the
amendment to the net liquidity test in the near term.
A downgrade of the issuer rating and the government bond rating to
'CC' or 'C', implying that Fitch considers the probability of
default to be probable or imminent, respectively, could occur if
the stated conditions are not met. The removal of the Negative
Outlook and the affirmation of the ratings would hinge on the
tribe's ability to demonstrate over the next 12-24 months their
commitment to preserving adequate liquidity measures and a
meaningful improvement in the casino operations. In the event of
a downgrade, the revenue bonds would likely be differentiated from
the issuer and government debt ratings by two notches, up from the
current one notch distinction. The change in notching would
reflect the revenue bonds' seniority in the flow of funds and the
cash-trapping mechanism that could be activated after the
March 31, 2011 coverage test.
RAFAEL MIRCHOU: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Rafael Mirchou
2021 S. Valdez Street
Las Vegas, NV 89117
Bankruptcy Case No.: 10-28345
Chapter 11 Petition Date: September 28, 2010
Court: U.S. Bankruptcy Court
District of Nevada (Las Vegas)
Judge: Bruce A. Markell
Debtor's Counsel: Matthew Q. Callister
823 Las Vegas Boulevard S, Suite 500
Las Vegas, NV 89101
Tel: (702) 385-3343
Fax: (702) 385-2899
E-mail: mqc@call-law.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Debtor's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-28345.pdf
RASER TECHNOGIES: Has Not Made $2.2MM Interest Payment on Notes
---------------------------------------------------------------
In a regulatory filing Monday, Raser Technologies, Inc. discloses
that it has not made the October 1, 2010 semi-annual interest
payment of $2.2 million on its 8% Convertible Senior Notes Due
2013.
However, the Company says that pursuant to the March 26, 2008
Indenture Agreement, it has until October 31, 2010, to make the
interest payment before there is an Event of Default under the
Indenture that would permit the holders of the Notes to accelerate
the maturity date or take any action to enforce the Notes.
At this time, the Company intends to make the October 1, 2010
interest payment on or before October 31, 2010, or to seek, from
the holders of the Notes, a forbearance with regards to the
interest payment and a modification of the Notes.
About Raser Technologies
Provo, Utah-based Raser Technologies, Inc. (NYSE: RZ)
-- http://www.rasertech.com/-- is an environmental energy
technology company focused on geothermal power development and
technology licensing. Raser's Power Systems segment develops
clean, renewable geothermal electric power plants with one
operating plant in southern Utah and eight active and early stage
projects in four western United States: Utah, New Mexico, Nevada
and Oregon, as well as a concession for 100,000 acres in
Indonesia. Raser's Transportation and Industrial segment focuses
on extended-range plug-in-hybrid vehicle solutions and using
Raser's award-winning Symetron(TM) technology to improve the
torque density and efficiency of the electric motors and drive
systems used in electric and hybrid-electric vehicle powertrains
and industrial applications.
The Company's balance sheet as of June 30, 2010, showed
$90.0 million in total assets, $130.6 million in total
liabilities, and a stockholders' deficit of $40.6 million.
* * *
Hein & Associates LLP, in Denver, Colo., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results. The independent auditors noted that
the Company has suffered recurring losses, has used significant
cash for operating activities since inception, has significant
purchase commitments in 2010 and has a lack of sufficient working
capital.
REDDY ICE: William Tolany to Move to Business Development Office
----------------------------------------------------------------
William Tolany will move to the Business Development office of the
Reddy Ice Holdings Inc. effective October 1, 2010. Mr. Tolany, a
named executive officer, was the Executive Vice President, Chief
Customer Officer of the Company since April 2009.
The Board of Directors of the Company has appointed Jerry Williams
to serve as the Company's Executive Vice President, Chief Customer
Officer effective October 1, 2010.
About Reddy Ice
Reddy Ice Holdings, Inc. -- http://www.reddyice.com/--
manufactures and distributes packaged ice in the United States.
The company serves variety of customers in 31 states and the
District of Columbia under the Reddy Ice brand name.
The Company's balance sheet for June 30, 2010, showed
$507.05 million in total assets, $50.47 million in total current
liabilities, $450.63 million in total long-term obligations,
$16.56 million in deferred taxes and contingencies, and a
stockholders' deficit of $10.62 million.
* * *
As reported by the Troubled Company Reporter on August 17, 2010,
Moody's Investors Service lowered Reddy Ice Holdings' corporate
family and probability-of-default ratings to B3 from B2, and its
$12 million senior discount notes due 2012 to Caa2 from Caa1.
Moody's also lowered the rating on Reddy Ice Corporations' $300
million first lien senior secured notes due 2015 to B2 from B1 and
the $139 million second lien notes due 2015 to Caa2 from Caa1.
The ratings outlook remains negative. The speculative grade
liquidity rating was affirmed at SGL-3.
The ratings downgrade was prompted by Reddy Ice's elevated
financial leverage through the first half of 2010 due to weaker
than expected operating performance and the expectation that
leverage will remain elevated. The B3 corporate family rating
considers ongoing operational risks related to weather as well as
increasing acquisition activity.
Reddy Ice carries 'B-' issuer credit ratings, with "negative"
outlook, from Standard & Poor's.
REFCO INC: Court OKs Togut Settlement With Former Customers
-----------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York authorizes Albert Togut, as Chapter 7 Trustee
for Refco LLC, to enter into a settlement agreement with certain
former customers.
The parties' Settlement provides for the disallowance of the
Former Customers' claims in exchange for a $175,000 settlement
payment to be made by the Chapter 7 Trustee.
The Former Customers' Claims that are to be disallowed in their
entirety are:
Claimant Claim No. Claim Amt.
-------- --------- ----------
Risk Management International et al 351 $211,804
Risk Management International et al 352 13,429
Charles F. Murphy III 353 22,306
Margaret B. Sparks 354 111,350
Dennis Bordyn 355 44,612
Martha Jencks 356 100,377
Howard Allard 357 44,612
Joseph Owczarek 359 22,306
Isabella/Gregory Khorolinsky 360 22,306
Lorraine Allard 361 33,459
R. Thomas Loftin 363 44,612
Scott Mikros TR#33436 Millenium Trust Co LLC 364 11,153
Pratima/Mayur Shah, et al. 365 33,459
Avante Service & Sales 366 11,153
Peter Shapiro TR#30454 Millennium Trust Co LLC 367 22,306
Francis Ritchie 368 11,153
David J. Flood 369 22,306
C. Scott Vinson 370 11,153
Victor Dwojacki 371 11,153
Julie Vevers TR#33519 Millenium Trust Co LLC 372 11,153
Peterson TR#35290 Millennium Trust Co LLC 373 11,153
Peterson 374 11,153
Janice Wood TR#34539 Millennium Trust Co LLC 375 11,153
Carol Nehls TR#35720 Millennium Trust Co LLC 376 11,153
R. Johnston TR#39961 Millennium Trust Co LLC 377 66,918
K. Revulurli TR#39927 Millennium Trust Co LLC 379 446,120
Tony Orsini TTEE U/A/D Tony Orsini Trust 380 223,829
Before Judge Drain entered his order, Patrick G. King, as special
counsel to the Chapter 7 Trustee, filed an affidavit in Court in
support of the Former Customers' Settlement Motion.
The parties' dispute stems from a complaint Refco LLC filed in
October 2002 in the Law Division of the Circuit Court of Cook
County, Illinois, against Risk Management International, Ltd., its
sole principal, Scott Mikros and 28 of Risk Management's customers
that carried accounts with Refco. The Complaint sought
reimbursement of approximately $370,000 for deficit balances in
the customers' Refco accounts. The deficits arose out of trades
placed by Risk Management on or about October 12, 2000. Each of
the customers had a customer agreement obligating the customer to
indemnify Refco for those losses.
In December 2002 and January 2003, the defendants in the State
Court Action and other Risk Management customers filed separate
arbitration claims with the National Futures Association against
Refco and a CME floor broker, Stephen Paoletti, whom defendants
alleged was Refco's agent. The defendants alleged that Mr.
Paoletti failed to execute certain option orders placed for their
accounts by Mr. Mikros, and that failure resulted in losses to
them of approximately $1.3 million. The defendants also asserted
that Refco, through Mr. Paoletti, breached a fiduciary duty by
negligently providing misinformation on the option orders.
Under his affidavit, Mr. King averred that discovery obtained to
date supports Refco's claim that Mr. Mikros did not place
sufficient orders to offset open positions in the customer
accounts. However, certain taped conservations with Mr. Mikros
could not be located at the present time, Mr. King told the Court.
The parties have engaged in extensive negotiations and ultimately,
reached an agreement for a $175,000 settlement payment to the
customers in exchange for a release of approximately $1.6 million
in potential liabilities.
Mr. King asserted in his affidavit that the parties' Settlement is
prudent and is in the best interest of Refco LLC's estate given
that:
-- the underlying events of the case occurred a decade ago,
and the percipient witnesses, necessary to provide Refco's
claims and to defend against the counterclaims in the State
Court Action are no longer under the control of Refco;
-- the maximum recovery for actual damages the Chapter 7
Trustee could obtain in the State Court Action is
approximately $210,000;
-- it appears that all of the matters can be settled for
significantly less than the costs of going to trial on the
State Court Action alone; and
-- Risk Management Inc. is judgment proof.
About Refco Inc.
Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base. Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore. Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products. Refco was one of the largest global clearing firms for
derivatives. The Company had operations in Bermuda.
The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006). J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts. Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors. Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.
The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006. That Plan became effective on Dec. 26,
2006. Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc., and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.
Bankruptcy Creditors' Service, Inc., publishes Refco Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings undertaken
by Refco Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
REFCO INC: Investors Seek Nod of Underwriters & THL Settlement
--------------------------------------------------------------
Lead Plaintiffs RH Capital Associates LLC and Pacific Investment
Management Company LLC of the consolidated securities fraud class
action, In re Refco Inc. Securities Litigation, 05 Civ. 8626 (GEL)
(S.D.N.Y.), filed papers with the U.S. District Court for the
Southern District of New York on September 22, 2010, in support
of:
-- final approval of the proposed settlements with the Audit
Committee Defendants and the THL Defendants, with the
Underwriter Defendants, and with Sandler O'Neill &
Partners;
-- final approval of the proposed Plan of Allocation of the
settlement proceeds; and
-- final certification of a class for settlement purposes.
The Proposed Settlements achieved with the Settling Defendants
provide for an aggregate settlement payment of $193 million in
cash plus interest. The payment consists of $140 million from the
THL Defendants and the Audit Committee Defendants; $49.5 million
from the Underwriter Group; and $3.5 million from Sandler O'Neill.
The Audit Committee Defendants are Ronald L. O'Kelley, Leo R.
Breitman and Nathan Gantcher.
The THL Defendants are Thomas H. Lee Equity Fund V, L.P.; Thomas
H. Lee Parallel Fund V, L.P.; Thomas H. Lee Equity (Cayman) Fund
V, L.P.; Thomas H. Lee Partners, L.P.; THL Equity Advisors V, LLC;
Thomas H. Lee Investors Limited Partnership; The 1997 Thomas H.
Lee Nominee Trust; Thomas H. Lee, David V. Harkins; Scott L.
Jaeckel and Scott A. Schoen.
The Underwriters Settling Defendants are Credit Suisse Group
(USA) LLC; Bank of America Securities LC, Deutsche Bank
Securities Inc.; Goldman Sachs & Co.; Merrill Lynch, Pierce,
Fenner & Smith Incorporated; J.P. Morgan Securities Inc.; HSBC
Securities (USA) Inc.; William Blair Company, L.L.C.; BMO Capital
Markets Corp. fka Harris Nesbitt Corp.; Samuel A. Ramirez &
Company, Inc.; Muriel Siebert & Co., Inc.; and The Williams
Capital Group, L.P.
The Lead Plaintiffs are represented by lead counsel, Grant &
Eisenhofer P.A. and Bernstein Litowitz Berger & Grossmann LLP.
The Lead Plaintiffs believe that each of the Proposed Settlements
represents an excellent result and that collectively, the
Settlements create an outstanding recovery for the Settlement
Class.
In further support of the Settlements Final Approval Motion,
Salvatore J. Graziano, Esq., of the law firm Bernstein Litowitz
Berger & Grossmann LLP and Megan D. McIntyre, Esq., of the law
firm Grant & Eisenhofer P.A. filed a joint declaration to the
District Court. The Joint Declaration provides a detailed
description of, inter alia, (1) the history of the Action through
the submission of the Settlements to the Court; (2) the nature of
the claims asserted in the Action; the negotiations leading to the
Settlements; (3) the value of the Settlements to the Class, as
compared to the risks and uncertainties of continued litigation;
(4) the terms of the Plan of Allocation; and (5) a description of
the services Lead Counsel provided for the benefit of the
Settlement Class.
A full-text copy of the Joint Declaration is available for free
at http://ResearchArchives.com/t/s?6c18
The Lead Counsel maintain that the Lead Plaintiffs negotiated each
of the Settlements with a thorough understanding of the strengths
and weaknesses of the claims asserted against each of the Settling
Defendants.
"The Proposed Settlements are excellent results in light of the
potential risks of further litigation and the substantial expenses
of pursuing the Action against the Settling Defendants through
summary judgment, trial and the appeals that were sure to follow,"
the Lead Counsel say.
The Proposed Settlements are in addition to the Lead Plaintiffs'
2007 settlement with BAWAG P.S.K. Bank, which was already approved
and has produced a recovery exceeding $149 million.
If the current Settlements are approved, they -- together with the
BAWAG settlement and certain restitution funds obtained by the
Lead Plaintiffs from the United States government -- will create a
fund of more than $382 million, plus interest, for distribution to
Settlement Class members.
The Lead Counsel further assert that the Plan of Allocation is
fair and reasonable. It specifies that:
(1) In general, the Plan of Allocation provides the class
members whose claims are accepted for payment will receive
a pro rata share of the Net Total Settlement Fund based on
the value of their Recognized Loss Amounts. For each
purchase of Refco securities during the Class Period, a
Recognized Loss Amount is calculated based on a formula
that consider the amount of artificial inflation on the
date of purchase and the amount of artificial inflation on
the date of sale; and
(2) The Plan of Allocation allocates approximately 83% of the
settlement funds to claims asserted under the Securities
Exchange Act of 1934 -- the Section 11 Fund -- and
approximately 17% of the settlement funds to claims
asserted under the non-overlapping Securities Act of 1933
-- the Section 10(b) Fund.
Lead Counsel Seek $48MM in Fees/Expenses
Lead Counsel Grant & Eisenhofer and Bernstein Litowitz also filed
papers in support of their motion for attorneys' fees and
reimbursement of expenses.
Lead Counsel seek attorneys' fees totalling $40,777,541, to be
paid from the $342 million fund created by the Proposed
Settlements. The requested fees, which constitute 11.9% of the
Settlements, are made pursuant to a fee agreement negotiated with
the Lead Plaintiffs early on in the case.
Lead Counsel also seek reimbursement of $8,458,103 in litigation
expenses that were reasonably and necessary incurred for the
successful prosecution of the Action.
Lead Counsel assert that their requested fee and expense reward is
reasonable and merits approval. Lead Counsel maintain that
achieving the Settlements required extensive effort, given the
complexity of the issues raised by the claims and the vigorous
defense by the Defendants and their counsel. Lead Counsel
committed more than 133,600 hours of their time over the course of
nearly five years to the thorough research, investigation, and
development of the Settlement Class' claims.
Lead Counsel also point out that the fees they are seeking amount
to a 22% discount of their hourly rates, notwithstanding not being
paid any fees or reimbursed for any expenses for the past five
years.
Judge Jed Rakoff will consider the motions at the Settlement
Hearing to be held on October 27, 2010, at 4:00 p.m.
About Refco Inc.
Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base. Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore. Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products. Refco was one of the largest global clearing firms for
derivatives. The Company had operations in Bermuda.
The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006). J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts. Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors. Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.
The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006. That Plan became effective on Dec. 26,
2006. Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc., and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.
Bankruptcy Creditors' Service, Inc., publishes Refco Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings undertaken
by Refco Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
REFCO INC: Proposes Approval of Whittelsey Settlement
-----------------------------------------------------
Albert Togut, in his capacity as Chapter 7 trustee of Refco LLC,
asks the Court to approve a settlement agreement he negotiated
with Mark Whittelsey.
Mr. Whittelsey filed a claim against Refco LLC for $436,482 for
alleged unpaid commissions.
In support of his claim, Mr. Whittelsey asserted that in 2001, he
was a floor trader for Refco LLC and that Refco LLC agreed to
split the commissions he earned from trading with 40% to Mr.
Whittelsey and 60% to Refco LLC. He further asserted that Refco
LLC failed to pay him his share of commissions that had been
generated between November 2004 and November 2005. Mr. Whittelsey
subsequently provided to the Chicago Board of Trade, and to the
Refco LLC Chapter 7 Trustee, spreadsheets that listed the
contracts for which he claimed he was owed commissions.
Refco LLC agreed to transfer its memberships in the Chicago Board
of Trade to Man Financial Inc., now known as MF Global Inc., free
and clear of claims of the CBOT and its members in connection with
the sale of substantially all of Refco LLC's assets, including a
transfer of its futures commission merchant business, to MFG. In
order to do so in accordance with CBOT rules, the Chapter 7
Trustee deposited with CBOT cash in an amount equal to the value
of Refco LLC's memberships.
Mr. Whittelsey is one of the CBOT members that filed CBOT claims
against Refco LLC.
The Chapter 7 Trustee filed with the CBOT a written objection to
the Whittelsey Claim, but the CBOT informed the Chapter 7 Trustee
that it was allowing the Whittelsey Claim. The CBOT thereafter
paid $436,482 from the Deposit to Mr. Whittelsey.
The Chapter 7 Trustee objected to the CBOT's decision to allow the
Whittelsey Claim in full, and also objected to the Payment.
Counsel for the Chapter 7 Trustee and counsel for Mr. Whittelsey
thereafter communicated and exchanged documents and other
information regarding the basis for the Whittelsey Claim and for
the Chapter 7 Trustee's objections to the Whittelsey Claim and the
Payment, in an effort to narrow the issues in dispute and to
potentially resolve the Chapter 7 Trustee's objections to the
Whittelsey Claim and the Payment without litigation.
As a result of those efforts, the Chapter 7 Trustee and Mr.
Whittelsey have agreed to resolve any disputes regarding the
Whittelsey Claim and the Payment without the cost, expense, and
uncertainty of litigation, and without any admission of
liability, on agreed upon terms and conditions.
The parties particularly agree that Mr. Whittelsey will pay
$47,500 to the Chapter 7 Trustee without delay, upon the Court's
final and non-appealable approval of the parties' Settlement.
Moreover, the parties will also exchange mutual releases.
About Refco Inc.
Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base. Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore. Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products. Refco was one of the largest global clearing firms for
derivatives. The Company had operations in Bermuda.
The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006). J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts. Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors. Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.
The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006. That Plan became effective on Dec. 26,
2006. Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc., and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.
Bankruptcy Creditors' Service, Inc., publishes Refco Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings undertaken
by Refco Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
RENASCENT, INC: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Renascent, Inc
P.O. Box 1240
Victor, MT 59875
Bankruptcy Case No.: 10-62358
Chapter 11 Petition Date: September 29, 2010
Court: U.S. Bankruptcy Court
District of Montana (Butte)
Judge: Ralph B. Kirscher
Debtor's Counsel: Jon R. Binney, Esq.
P.O. Box 2253
Missoula, MT 59806
Tel: (406) 541-8020
E-mail: jon@binneylaw.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $1,000,001 to $10,000,000
The petition was signed by Daniel W. Floyd, president.
Debtor's List of two Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Joan L. Melahn Living Trust 275 Forest Hill $2,071,285
4014 Northwest Highway Road, Hamilton,
Crystal Lake, IL 60014 MT - Tract 1, 2,
3B, 6 and 7
Keldan, Inc. UCC1 Filing $250,000
P.O. Box 325
Victor, MT 59875
RESOURCE TECHNOLOGY: 7th Cir. Blocks Contract Assignments
---------------------------------------------------------
WestLaw reports that a bankruptcy court did not abuse its
discretion in rejecting proposed assignments to an investment
trust of a chapter 7 debtor's contracts to develop gas-to-energy
conversion projects at landfill sites, on the ground that the
trust had not given adequate assurance of future performance. The
trust had not explained how it would obtain the $3 million
necessary to perform the debtor's obligations. The trust had no
independent assets or revenue stream, and was controlled by the
same managers who were at the helm of the debtor when it was
forced into bankruptcy. In re Resource Technology Corp., --- F.3d
----, 2010 WL 3817334 (7th Cir.)
A copy of the Seventh Circuit ruling dated Oct. 1, 2010, is
available at:
http://www.leagle.com/unsecure/page.htm?shortname=infco20101001108
The Seventh Circuit's ruling affirms decisions by the U.S.
District Court and the U.S. Bankruptcy Court that agreed with a
group of landfill owners and rejected the proposed assignments to
a dormant trust known as Illinois Investment Trust No. 92-7163, of
which Chiplease, Inc. and Scattered Corp. were the beneficiaries.
"The bankruptcy court carefully evaluated the assumption-and-
assignment proposal under 11 U.S.C. Sec. 365(f)(2)(B), and its
decision to deny the trustee's motion was sound," the Seventh
Circuit says.
In the business of developing gas-to-energy conversion systems at
solid-waste landfills, Resource Technology Corporation sought
chapter 11 protection (Bankr. N.D. Ill. Case No. 99-35434) on
Nov. 15, 1999. The Debtor's chapter 11 case was converted to a
Chapter 7 proceeding on Jan. 18, 2000. Jay A. Steinberg serves as
the Chapter 7 Trustee.
RESOURCE TECHNOLOGY: 7th Cir. Affirms Trust & Chiplease Rulings
---------------------------------------------------------------
The U.S. Court of Appeals for the Seventh Circuit affirms two
lower court decisions in matters involving Chapter 7 debtor
Resource Technology Corp.
RTC had contracts with four Illinois landfills for the exclusive
right to develop gas-to-energy conversion projects at the landfill
sites. During the course of its bankruptcy, RTC's key officers
assumed managerial positions in two companies -- Chiplease, Inc.
and Scattered Corp. -- and then had these companies designated as
beneficiaries of a long-dormant investment trust known as Illinois
Investment Trust No. 92-7163. The idea was to have the trustee
assume and assign RTC's gas-conversion contracts to the Trust.
The plan ran into trouble, however, when the bankruptcy trustee
applied to the court for permission to assume and assign the
contracts, as 11 U.S.C. Sec. 365(f)(2)(B) requires. The owners of
the four landfills objected; they did not believe the Investment
Trust could demonstrate adequate assurance of future performance
because it had not explained how it would obtain the $3 million
necessary to perform RTC's obligations under the contracts. The
bankruptcy court agreed with the landfill owners and rejected the
proposed assignments. The district court affirmed, and the
Investment Trust appealed to U.S. Court of Appeals for the Seventh
Circuit.
The second case is an appeal by Chiplease, and it challenges
several orders made in connection with a court-approved settlement
requiring Chiplease to pay RTC's Chapter 7 operating expenses in
exchange for the assignment of certain RTC contracts. While the
dispute involving the Trust was working its way through the lower
courts, a group of administrative claimants challenged Chiplease's
failure to comply with a court order requiring it to deposit
$500,000 in an escrow account as security for RTC's ongoing
operating expenses. Chiplease claimed it was excused from the
escrow-deposit requirement because it had independently paid about
$1 million in RTC's operating expenses. The bankruptcy court
disagreed and ordered Chiplease to make the deposit. Chiplease
appealed to the district court, which affirmed and also found
Chiplease in contempt for failing to comply with the order.
Chiplease appealed.
A three-judge panel consisting of Circuit Judges Kenneth F.
Ripple, Ilana Diamond Rovner, and Diane S. Sykes heard the
appeals. Judge Sykes, writing for the panel, holds that the
bankruptcy court carefully evaluated the assumption-and-assignment
proposal under Sec. 365(f)(2)(B), and its decision to deny the
trustee's motion was sound. "We likewise see no reason to disturb
the bankruptcy judge's determination that Chiplease failed to
comply with the court order requiring an escrow deposit. Finally,
the district court's contempt finding is fully supported by the
record; the court thoroughly considered and properly rejected
Chiplease's defense to contempt," Judge Sykes says.
A copy of the Seventh Circuit's decision is available at:
http://www.leagle.com/unsecure/page.htm?shortname=infco20101001108
Resource Technology Corporation was in the business of collecting
gas emitted from garbage landfills and either selling it or
converting it into electricity. RTC had contracts with the owners
of several Illinois landfills that gave it the exclusive right to
develop and install gas-to-energy conversion projects at the
landfills. By 1999 the company became the subject of an
involuntary Chapter 7 petition. For a time during the course of
the lengthy bankruptcy proceedings, RTC's case proceeded under
Chapter 11 as a reorganization, but as the prospects for RTC's
recovery grew increasingly dim, the bankruptcy court converted the
case back into a Chapter 7 proceeding.
ROBERT GENSON: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Robert E. Genson
1424 RiverView Drive
Purcell, OK 73080
Bankruptcy Case No.: 10-15919
Chapter 11 Petition Date: September 28, 2010
Court: U.S. Bankruptcy Court
Western District of Oklahoma (Oklahoma City)
Judge: Sarah A. Hall
Debtor's Counsel: Douglas N. Gould, Esq.
6303 Waterford Boulevard, Suite 260
Oklahoma City, OK 73118
Tel: (405) 286-3338
Fax: (405) 848-0492
E-mail: dg@dgouldlaw.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $500,001 to $1,000,000
A list of the Debtor's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/okwb10-15919.pdf
ROGER SCHIEFLER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Roger L. Schiefler
350 Plymouth SE
Grand Rapids, MI 49506
Bankruptcy Case No.: 10-11711
Chapter 11 Petition Date: September 29, 2010
Court: U.S. Bankruptcy Court
Western District of Michigan (Grand Rapids)
Judge: Scott W. Dales
Debtor's Counsel: A. Todd Almassian, Esq.
KELLER & ALMASSIAN PLC
2810 East Beltline Lane, NE
Grand Rapids, MI 49525
Tel: (616) 364-2100
E-mail: sreiniche@kalawgr.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/miwb10-11711.pdf
ROTECH HEALTHCARE: S&P Raises Corporate Credit Rating to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Orlando, Fla.-based home health care provider
Rotech Healthcare Inc. to 'B-' from 'CCC'. At the same time, S&P
removed the ratings from CreditWatch with positive implications,
where they had been placed on Sept. 27, 2010. The outlook is
positive.
S&P raised its issue-level rating on the company's senior
subordinated notes to 'B-' from 'CC' based on improved recovery
prospects. S&P also revised the recovery rating on the notes to
'4' from '6'. The '4' recovery rating reflects expectations for
average (30%-50%) recovery in the event of default.
On Sept. 27, 2010, S&P assigned an issue-level rating of 'B+' to
the $230 million first-lien notes that will mature in 2015. The
recovery ratings on the first lien notes are '1', reflecting
expectations for very high (90%-100%) recovery in the event of
default.
"The rating on Rotech continues to reflect the company's exposure
to Medicare reimbursement reductions for its products and
services," said Standard & Poor's credit analyst Tahira Wright,
"although S&P now believes cost-cutting measures will mitigate the
impact." The rating also reflects limited liquidity given its
near-term maturity on its debt due in 2012, and its highly
leveraged financial risk profile.
"The positive outlook reflects S&P's view that the relatively
stable reimbursement environment in the near term heightens
prospects for the refinancing of Rotech's senior subordinated
notes that are due in 2012," added Ms. Wright, "given the
successful refinancing of its PIK loan." S&P believes the
company's focus on further debt reduction through EBITDA growth
will be supported through patient volume growth and at least
stable margins.
SIRIUS XM: Expects 20.1-Mil. Year-End Subscribers
-------------------------------------------------
Sirius XM Radio Inc.'s chief executive officer Mel Kamazin spoke
at the Liberty Media Corporation 2010 Investor/Analyst Meeting.
Highlights of the CEO's presentation include:
* Expected YE subscribers of ~20.1 million,
* Adj. Revenue to approach $2.8 billion in 2010,
* Adj. EBITDA approx. $575 million in 2010, and
* Adj. EBITDA increase of over $1.1 billion from 2007 to 2010E.
A full-text copy of the presentation is available for free
at http://ResearchArchives.com/t/s?6c0c
About Sirius XM Radio
Based in New York, Sirius XM Radio Inc. has two principal wholly
owned subsidiaries, XM Satellite Radio Holdings Inc. and Satellite
CD Radio Inc. XM Satellite Radio Holdings Inc. owns XM Satellite
Radio Inc., the operating company for the XM satellite radio
service. Satellite CD Radio Inc. owns the Federal Communications
Commission license associated with the SIRIUS satellite radio
service. XM Satellite Radio Inc. owns XM Radio Inc., the holder
of the FCC license associated with the XM satellite radio service.
In July 2008, the Company's wholly owned subsidiary, Vernon Merger
Corporation, merged with and into XM Satellite Radio Holdings Inc.
and, as a result, XM Satellite Radio Holdings Inc. became Sirius'
wholly owned subsidiary.
The Company's balance sheet at June 30, 2010, showed $7.20 billion
in total assets, $7.02 billion in total liabilities, and
stockholders' equity of $180.42 million.
* * *
Sirius carries (i) a 'B' corporate credit rating from Standard &
Poor's and (ii) 'Caa1' corporate family rating and 'B3'
probability of default rating from Moody's.
STARBAK INC: Kachroo Not Eligible for Pay Under Sec. 330(a)(1)
--------------------------------------------------------------
The Hon. William C. Hillman denies the "Interim Application for
Allowance of Attorneys' Fees and Reimbursement of Expenses by
Kachroo Legal Services, P.C, Counsel to debtor Starbak Inc." filed
by Dr. Gaytri D. Kachroo of Kachroo Legal Services, P.C., counsel
to Starbak, Inc.; and the "Motion for Order Granting [the Fee
Application]" filed by Kachroo. The court finds that Kachroo is
not eligible to be compensated under 11 U.S.C. Sec. 330(a)(1).
The United States Trustee and Mark G. DeGiacomo, the Chapter 11
trustee of the Debtor's estate, object to the Kachroo Fee
Application on the basis that the rates charged and time spent are
excessive and that any compensation from the estate for work
performed after the appointment of the Chapter 11 Trustee is
barred by the Supreme Court of the United States' decision in
Lamie v. United States.
A copy of the Court's memorandum of decision is available at:
http://www.leagle.com/unsecure/page.htm?shortname=inbco20100929848
Starbak Incorporated was the subject of an involuntary Chapter 11
petition (Bankr. D. Mass. Case No. 10-10856) on January 29, 2010.
The order for relief was entered on March 16, 2010. At an
emergency hearing held the next day, with the Debtor's consent,
the Court directed the United States Trustee to appoint a Chapter
11 trustee. The Chapter 11 Trustee is represented by Murtha
Cullina LLP as his counsel.
STARWOOD HOTELS: S&P Raises Corporate Credit Rating to 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on White Plains, New York-based Starwood Hotels & Resorts
Worldwide Inc. to 'BB+' from 'BB'. The rating outlook is stable.
In addition, S&P raised its issue-level rating on the company's
senior unsecured debt to 'BB+' from 'BB' in conjunction with the
corporate credit rating change. The recovery rating on this debt
remains at '3', indicating S&P's expectation of meaningful (50% to
70%) recovery for debtholders in the event of a payment default.
"The upgrade reflects the improving global lodging environment and
S&P's belief that Starwood will reduce debt balances and leverage
over the intermediate term, and will sustain credit measures in
line with a 'BB+' rating," said Standard & Poor's credit analyst
Emile Courtney.
S&P expects that hotel room demand in the U.S. and in many major
global markets where Starwood has a presence will likely achieve
sustained levels of growth into 2011. In addition, S&P anticipate
supply growth in the U.S. to be modest over the next several
years. As a result, S&P believes that revenue per available room
in the U.S. lodging industry will increase 4% to 5% in 2010 and in
the mid-single-digit area in 2011.
The upgrade also reflects S&P's belief that Starwood will take a
relatively prudent approach to financial risk management over the
intermediate term, repaying debt balances (or building cash
balances in the absence of debt repayment opportunities) and
deleveraging its balance sheet. Starwood has adopted a relatively
prudent policy during the recent lodging downturn and during the
current early recovery period, and the company's priority in 2010
has been to repay debt balances in order to improve its credit
measures. Starwood has reduced total adjusted debt to EBITDA to
the mid-4x area and increased funds from operations to total
adjusted debt to about 17% at June 2010 (pro forma for the sale of
St. Regis Aspen, the company's timeshare term securitization
issuance, and the IRS tax proceeds, all of which the company
expects to receive in the second half of 2010), compared to the 5x
area and 15%, respectively, at the end of 2009.
The 'BB+' rating reflects the sensitivity of demand for Starwood's
hotels to economic cycles, exposure to the performance of its
largest owned hotels and to upper upscale and luxury lodging
segments, and aggressive share repurchases in past periods. The
company's large, high-quality, and geographically diversified
hotel portfolio with many well-established brand names partially
offsets these factors and positions Starwood well during the
recovery.
TEREX CORP: Amends Credit Agreement, to Buy Back Notes
------------------------------------------------------
Terex Corporation has entered into an amendment to its bank credit
facility. The Company previously announced on September 24, 2010
its intention to pursue an amendment to its bank credit facility.
The amendment permits Terex to make par offers for its 10-7/8%
senior notes due 2016 and its 7-3/8% senior subordinated notes due
2014 in accordance with the governing indentures and to redeem or
repurchase debt if the minimum liquidity of the Company is greater
than $250 million. In addition, the amendment removes the
previous $200 million annual limitation on acquisitions and
provides the Company with added flexibility in certain other
restrictive covenants. In connection with the amendment, the
Company is prepaying approximately $270 million principal amount
of its term loans under the credit facility with a portion of the
net proceeds from the sale of its Mining business.
In addition, Terex has commenced an offer to purchase, at par, up
to $300 million in aggregate principal amount of its Senior Notes
under the terms of the indenture governing the Senior Notes.
Terex expects to pay for the Senior Notes validly tendered (and
not withdrawn) with a portion of the Mining Proceeds. This offer
satisfies the requirement for the Company to use the Mining
Proceeds to offer to purchase the Senior Notes.
Holders that validly surrender (and do not withdraw) their Senior
Notes prior to the expiration of the offer will receive 100% of
their principal amount of the Senior Notes plus accrued and unpaid
interest, if any, thereon up to but not including the date of
payment, subject to the terms and conditions of the offer. The
offer will expire at 3:00 p.m., New York City time, on November 3,
2010, unless extended.
Terex also has commenced an offer to purchase at par up to $300
million in aggregate principal amount of its Senior Subordinated
Notes under the terms of the indenture governing the Senior
Subordinated Notes. Terex expects to pay for the Senior
Subordinated Notes validly tendered (and not withdrawn) with a
portion of the Mining Proceeds, provided that if the net available
cash of the Mining Proceeds after (i) the prepayment of the term
loans under the credit facility and (ii) the purchase of the
Senior Notes (to the extent that the holders thereof validly
surrender such notes), is less than $300 million, the offer amount
for the Senior Subordinated Notes shall be automatically reduced
to such remaining net available cash. This offer satisfies the
requirement for the Company to use the Mining Proceeds to offer to
purchase the Senior Subordinated Notes.
Holders that validly surrender (and do not withdraw) their Senior
Subordinated Notes prior to the expiration of the offer will
receive 100% of their principal amount of the Senior Subordinated
Notes plus accrued and unpaid interest, if any, thereon up to but
not including the date of payment, subject to the terms and
conditions of the offer. The offer will expire at 3:00 p.m., New
York City time, on November 3, 2010, unless extended.
Questions regarding the offers for the Senior Notes and Senior
Subordinated Notes and requests for documents may be directed to
HSBC Bank USA, the Depositary for the offers, at (718) 488-4475.
About Terex Corp.
Based in Westport, Connecticut, Terex Corporation (NYSE:TEX) --
http://www.terex.com/-- is a diversified global manufacturer
operating in four business segments: Aerial Work Platforms,
Construction, Cranes, and Materials Processing.
* * *
As reported in the TCR on June 30, 2010, Moody's Investors Service
upgraded Terex Corporation's Speculative Grade Liquidity Rating to
SGL-2 from SGL-3 and affirmed the company's Corporate Family and
Probability of Default Ratings at B2. Although Moody's affirmed
the majority of the company's instrument ratings, the company's
$300 million 7-3/8% subordinated notes were downgraded to B1 from
Ba3. The ratings outlook remains stable.
Moody's said, "Terex's B2 CFR continues to reflect its high
leverage and its weak profitability resulting from the poor demand
environment for the company's products. However, it also
incorporates the company's strong, well established position as a
manufacturer of heavy equipment for the construction,
infrastructure, and energy markets, as well as its good liquidity
profile."
THOMPSON PUBLISHING: Simba Analyst Probes Chapter 11 Filing
-----------------------------------------------------------
Thompson Publishing Group (Washington), whose publications focus
on regulatory compliance advice for professionals, this month
filed for Chapter 11 bankruptcy protection as a result of the poor
economy and having to compete against more free content available
online, reports Simba.
Thompson, which employs 282 people, listed debt between $100
million and $500 million and assets between $10 million and $50
million in Chapter 11 documents filed in U.S. Bankruptcy Court in
Wilmington, Del. Six affiliates also filed for bankruptcy.
Thompson has an agreement with PNC Bank to act as the stalking-
horse to buy substantially all of its assets for an undisclosed
price. PNC will also provide the company with as much as $3
million to help fund its operations while in bankruptcy. A
stalking-horse is an initial bidder for a company in a bankruptcy,
although it is usually expected that a higher bidder will step
forward.
Thompson claims it has more than 70,000 subscribers and posted
$56.7 million in sales last year, but expects that number to fall
13.6% to $49 million this year.
The company said a relative lack of new regulations in recent
years led to declining interest in Thompson's publications. The
company's stock and trade has been looseleaf and newsletter
publishing, two formats which have seen better days. Customers
who rely on updated regulatory information have flocked to
electronic resources which don't require the back office staff to
organize and maintain print updates.
"For me, it's a tough sell for Thompson to say that part of the
reason they've declared bankruptcy is that the pace of new
government regulation has slowed in a year when we've seen the Fed
be so active passing new health and financial laws," says Dan
Strempel, Senior Analyst for Simba Information. "The competition
from free Internet sources is a more serious problem for them.
Chapter 11 is a chance to reorganize. The market for this
information is there, but Thompson needs a new model for
electronic distribution to move beyond loose leafs, as it seems
many of its customers already have."
Thompson is owned by Avista Capital Partners, a private equity
firm which bought a 50% percent stake in the company for $130
million in 2006. Another holder of Thompson's equity is James
Finkelstein, one of Avista's founding partners and founder of The
National Law Journal.
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.
TRI-VALLEY CORP: Inks Tolling Agreement with Investor in TVC Opus
-----------------------------------------------------------------
In a regulatory filing Friday, Tri-Valley Corporation discloses
that in mid August 2010, the Company was informed by counsel for
an investor in the Company's TVC OPUS I Drilling Program, L.P.,
that the investor may have some claim against the OPUS
partnership, Tri-Valley, and its subsidiary, Tri-Valley Oil and
Gas Co., ("the potential parties") relating to the sale of
interests in the partnership and management of the partnership.
Due to the investor's concerns about the possible expiration of
the statute of limitations for the potential claims as of
September 30, 2010, the potential parties executed tolling
agreements with the investor for a period of four years, until
September 30, 2014. This time period will facilitate the
investor's and the potential parties' desire to enter into
discussions to reach an amicable resolution of matters related to
the potential claims without need for litigation, arbitration, or
other formal proceeding, and in a manner which will avoid
unnecessary expense, delay, or disruption to the operations of the
potential parties. During the first year of the tolling
agreement, the investor agreed not to file a lawsuit over the
potential claims. No claim has been filed.
About Tri-Valley Corporation
Bakersfield, Calif.-based Tri-Valley Corporation (NYSE Amex: TIV)
-- http://www.tri-valleycorp.com/-- explores for and produces oil
and natural gas in California, and has two exploration-stage gold
properties and a high grade calcium carbonate quarry in Alaska.
Tri-Valley is incorporated in Delaware.
The Company's balance sheet as June 30, 2010, showed $11.7 million
in assets, $7.1 million in liabilities, and stockholders' equity
of $4.6 million.
* * *
Brown Armstrong Accountancy Corporation, in Bakersfield, 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 is dependent on
raising additional capital in order to continue as a going
concern.
TRIBUNE CO: Proposes Novack as Special Counsel
----------------------------------------------
Tribune Co. and its units seek the U.S. Bankruptcy Court's
authority to employ Novack and Macey LLP pursuant to Sections
327(e) and 1107 of the Bankruptcy Code, nunc pro tunc to
August 26, 2010.
Novack and Macey will be employed as special counsel for the
limited purpose of representing and advising the Debtors in
connection with certain potential claims that they may have
against Morgan Stanley Capital Services, Inc., Morgan Stanley &
Co., Inc., and affiliated companies.
The Debtors' Amended Joint Plan of Reorganization defined "Morgan
Stanley Claims" as all claims, rights of actions, suits or
proceedings, that the Debtors may have against Morgan Stanley,
including but not limited to rights, claims, and actions arising
from or related to:
(a) the acquisition, sale or disposition of any notes, bonds
or other indebtedness held by Morgan Stanley;
(b) the interest rate swap transaction executed pursuant to
the ISDA Master Agreement dated as of August 5, 1994,
between the Times Mirror Company and Morgan Stanley and
any set-offs of claims arising from those interest rate
swap transactions; and
(c) any advisory engagement or potential advisory engagement
of, and advice given by, Morgan Stanley, including but not
limited to:
(i) any transaction related to leveraged buy-out of
Tribune that occurred in 2007, including, without
limitation, the purchase by Tribune of its common
stock on June 4, 2007, the merger and related
transactions involving Tribune on December 20, 2007,
the merger and related transactions involving
Tribune on December 20, 2007, and any financing
committed to, incurred, or repaid in connection with
any transaction; and
(ii) the agreement between Tribune and Morgan Stanley
dated as of November 30, 2008, regardless of whether
those rights, claims and actions may be asserted
pursuant to the Bankruptcy Code or any applicable
law.
The Debtors assure the Court that the discrete services to be
performed by Novack and Macey will not be duplicative of their
employment of any other professionals in their Chapter 11 cases.
The Debtors have selected Novack and Macey because the firm has
extensive experience in matters related to the financial industry.
The Debtors will pay Novack and Macey pursuant to the firm's
currently hourly rates:
Title Rate/Hour
----- ---------
Partners $375-$650
Associates $215-$375
Para-professionals $165
The Debtors will also reimburse Novack and Macey for its out-of-
pocket expenses and internal charges incurred in the rendition of
services.
Stephen Novack, Esq., at Novack and Macey LLP, in Chicago,
Illinois, assures the Court that his firm does not hold or
represent any interest adverse to the Debtors or the Debtors'
estates on the matters upon which Novack and Macey is to be
retained.
About Tribune Co
Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141). The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As
of December 8, 2008, the Debtors had $7,604,195,000 in total
assets and $12,972,541,148 in total debts.
Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News. The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
TRIBUNE CO: Proposes Sitrick as Communications Consultant
---------------------------------------------------------
Tribune Co. and its units seek the Court's authority to hire
Sitrick and Company as corporate communications consultants
pursuant to Section 327(a) of the Bankruptcy Code.
Specifically, the Debtors seek to employ Sitrick, as a leading
media relations firm, to provide advice and render services that
would enable them to respond proactively and effectively to
rumors, potential news stories, news stories, blogs and other
digital and traditional media regarding their businesses and their
restructuring.
The Debtors have determined that it is in their estates' best
interests to retain Sitrick to permit them to address various
restructuring-related aspects of their media relations efforts,
and to develop their overall media relations plan for the balance
of their Chapter 11 cases for the period following their
emergence.
The Debtors have selected Sitrick based on the firm's exceptional
experience in media matters relating to major corporations
generally, and in working with large companies that are parties to
restructuring proceedings in particular. The Debtors maintain
that the services Sitrick provides as a corporate communications
consultant will not duplicate services the Debtors' other
professionals are providing.
The Debtors will pay Sitrick a non-refundable retainer of $60,000.
Sitrick's fees will be applied against the retainer and will be
determined in accordance with Sitrick's standard hourly billing
rates, which range from $185-$895 per hour, depending on the
professional performing the services. Once the retainer has been
fully applied against time charges, additional time charges will
be billed as incurred.
The Debtors will also reimburse Sitrick for all reasonable and
necessary out-of-pocket expenses.
The Engagement Letter provides that the Debtors will indemnify and
hold harmless Sitrick and all its affiliates for any losses,
claims, damages, liabilities, and costs and expenses arising from
the engagement.
Michael S. Sitrick, chief executive officer of Sitrick and
Company, assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
About Tribune Co
Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.
The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141). The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As
of December 8, 2008, the Debtors had $7,604,195,000 in total
assets and $12,972,541,148 in total debts.
Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News. The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
ULTIMATE ESCAPES: Creditors Urge Judge to Slow Down Assets Sale
---------------------------------------------------------------
Unsecured creditors are protesting Ultimate Escapes Holdings LLC's
bid to sell its assets, warning that the expedited timeframe could
discourage other prospective purchasers from challenging the
company's secured lender, set to serve as the stalking horse for
the auction, Dow Jones' DBR Small Cap reports.
The U.S. Trustee Roberta A. DeAngelis has earlier lodged an
objection to the bid rule, saying the "aggressive" timetable the
company has laid out for its sale process could compromise its
ability to nab the best offer for its assets.
Bid Procedures
The Debtors are asking permission to sell substantially all assets
to lenders, absent higher and better bids at an auction this
October.
The Debtors entered into an asset purchase agreement with
CapitalSource Finance LLC, as administrative, payment and
collateral agent, and CapitalSource Bahamas LLC, as a collateral
agent, for the benefit of CapitalSource Bank, as lender. Under
the APA, CapitalSource will acquire the assets for $74,709,715,
which will e paid by way of a dollar-for-dollar credit against the
prepetition obligations, or $97,276,905.84.
CapitalSource won't assume any liabilities of the Debtors.
A copy of the APA is available for free at:
http://bankrupt.com/misc/ULTIMATE_ESCAPES_apa.pdf
The Debtors are proposing that in the event that the Debtors
receive better offers for the assets, an auction will be held on
October 18, 2010, at 10:00 a.m. The Debtors propose that no later
than October 15, 2010, at 4:00 p.m. prevailing Eastern time, the
Debtors will notify the qualified bidders of (i) the highest or
otherwise best qualified bid and (ii) the time and place of the
auction.
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.
CRG Partners Group LLC is the Debtors' chief restructuring
officer.
Ultimate Escapes estimated assets at $10 million to $50 million
and debts at $100 million to $500 million as of the Petition Date.
UNITED CONTINENTAL: Continental Reports Sept. 2010 Traffic Results
------------------------------------------------------------------
United Continental Holdings, Inc. (NYSE: UAL) reported September
2010 and year-to-date 2010 operational results for Continental
Airlines. Earlier, United Continental Holdings, Inc., formerly
UAL Corporation, announced that a wholly owned subsidiary merged
with Continental Airlines, Inc., and that Continental Airlines and
United Air Lines, Inc., are now wholly owned subsidiaries of
United Continental Holdings, Inc. Stand-alone operational results
for United Air Lines will be reported on Oct. 7.
Beginning with the release of October's operational results in
November, United Continental Holdings, Inc., will issue one news
release on the fifth business day following the end of the prior
month.
Continental's consolidated traffic in September 2010 increased
3.1 percent versus September 2009 on a consolidated capacity
increase of 1.4 percent. Continental's consolidated load factor
increased 1.4 points compared to the same period last year.
For September 2010, consolidated passenger revenue per available
seat mile (RASM) for Continental is estimated to have increased
between 19.0 and 20.0 percent compared to September 2009, while
Continental's mainline RASM is estimated to have increased between
21.0 to 22.0 percent compared to the same period last year.
Continental ended the third quarter of 2010 with an unrestricted
cash, cash equivalents and short-term investments balance of
approximately $4.20 billion.
Continental Preliminary Operational Results
2010 2009 Change 2010 2009 Change
---- ---- ------ ---- ---- ------
REVENUE PASSENGER MILES (000)
Domestic 3,113,877 3,173,371 -1.9% 30,175,706 30,522,134 -1.1%
International 3,323,961 3,048,654 9% 32,101,106 30,066,409 6.8%
Transatlantic 1,904,904 1,727,480 10.3% 16,039,894 15,426,106 4%
Latin America 671,099 635,693 5.6% 9,469,247 8,999,186 5.2%
Pacific 747,958 685,481 9.1% 6,591,965 5,641,117 16.9%
Mainline 6,437,838 6,222,025 3.5% 62,276,812 60,588,543 2.8%
Regional 724,711 724,977 0% 7,286,564 6,984,255 4.3%
Consolidated 7,162,549 6,947,002 3.1% 69,563,376 67,572,798 2.9%
AVAILABLE SEAT MILES (000)
Domestic 3,759,886 3,778,821 -0.5% 35,422,270 35,966,166 -1.5%
International 3,947,029 3,791,178 4.1% 38,723,703 38,151,937 1.5%
Transatlantic 2,200,485 2,079,010 5.8% 19,137,394 19,582,526 -2.3%
Latin America 856,419 819,389 4.5% 11,651,234 11,061,249 5.3%
Pacific 890,125 892,779 -0.3% 7,935,075 7,508,162 5.7%
Mainline 7,706,915 7,569,999 1.8% 74,145,973 74,118,103 0%
Regional 936,311 956,913 -2.2% 9,218,374 9,144,698 0.8%
Consolidated 8,643,226 8,526,912 1.4% 83,364,347 83,262,801 0.1%
PASSENGER LOAD FACTOR
Domestic 82.8 Pct 84.0 Pct -1.2pts 85.2 Pct 84.9 Pct 0.3pt
International l84.2 Pct 80.4 Pct 3.8pts 82.9 Pct 78.8 Pct 4.1pt
Transatlantic 86.6 Pct 83.1 Pct 3.5pts 83.8 Pct 78.8 Pct 5pt
Latin America 78.4 Pct 77.6 Pct 0.8pts 81.3 Pct 81.4 Pct-0.1pt
Pacific 84.0 Pct 76.8 Pct 7.2pts 83.1 Pct 75.1 Pct 8pt
Mainline 83.5 Pct 82.2 Pct 1.3pts 84.0 Pct 81.7 Pct 2.3pt
Regional 77.4 Pct 75.8 Pct 1.6pts 79.0 Pct 76.4 Pct 2.6pt
Consolidated 82.9 Pct 81.5 Pct 1.4pts 83.4 Pct 81.2 Pct 2.2pt
ONBOARD PASSENGERS
Mainline 3,391,332 3,330,332 1.8% 34,086,874 34,618,306 -1.5%
Regional 1,354,004 1,350,709 0.2% 13,335,304 12,932,311 3.1%
Consolidated 4,745,336 4,681,041 1.4% 47,422,178 47,550,617 -0.3%
CARGO REVENUE TON MILES (000)
Total 91,319 84,370 8.2% 822,955 664,768 23.8%
Preliminary Operational and Financial Results
Change
------
August 2010 year-over-year consolidated RASM change 19.1 Percent
August 2010 year-over-year mainline RASM change 19.3 Percent
September 2010 estimated year-over-year
consolidated RASM change 19.0 - 20.0 Percent
September 2010 estimated year-over-year mainline
RASM change 21.0 - 22.0 Percent
September 2010 estimated average price per gallon
of fuel, including fuel taxes 2.22 Dollars
Third Quarter 2010 estimated average price per gallon
of fuel, including fuel taxes 2.21 Dollars
September 2010 2009 Change
---- ---- ------
On-Time Performance (1) 86.9% 88.4% (1.5) Points
Completion Factor (2) 99.7% 99.8% (0.1) Points
(1) Department of Transportation Arrivals within 14 minutes
(2) Mainline Segment Completion Percentage
About United Continental
United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.For more information
about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com. For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/, and follow each company on Twitter
and Facebook.
United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.
UNITED CONTINENTAL: Two Airlines Close Merger Transaction
---------------------------------------------------------
United Continental Holdings, Inc., formerly UAL Corporation,
announced on October 1, 2010, that its wholly owned subsidiary, JT
Merger Sub Inc., has merged with Continental Airlines, Inc., and
that Continental Airlines and United Air Lines, Inc., are now
wholly owned subsidiaries of United Continental Holdings, Inc.,
creating a world-class global airline.
On Oct. 1, the common stock of United Continental Holdings, Inc.
began trading on the New York Stock Exchange under the symbol
"UAL."
United Continental also announced the members of its board of
directors, effective Oct. 1, 2010. The 16-member board includes
six independent directors from each of United and Continental;
Glenn Tilton, who will serve as non-executive chairman of the
board; and Jeff Smisek, who will serve as president and chief
executive officer. The independent directors are Kirbyjon H.
Caldwell, Carolyn Corvi, W. James Farrell, Jane C. Garvey, Walter
Isaacson, Henry L. Meyer III, Oscar Munoz, James J. O'Connor,
Laurence E. Simmons, David J. Vitale, John H. Walker and Charles
A. Yamarone. Additionally, the board has two union directors:
Stephen R. Canale and Captain Wendy J. Morse.
"This is a true merger of equals, bringing together two strong
companies and positioning us to succeed in a dynamic and highly
competitive global aviation industry. This sets us on a path to
create the world's leading airline from a position of strength,
with one of the industry's best cash positions, industry-leading
revenues and a competitive cost structure," Mr. Tilton said.
"Drawing from both companies, we have an excellent board of
directors and a strong management team, and we have the industry's
best people to deliver on the promise of great products and
service for our customers, career opportunities for our people and
consistent returns for our shareholders."
"We are delighted to announce the successful completion of this
merger. With great people, an unparalleled global network, the
best new aircraft order book among U.S. network carriers and a
commitment to superior products and services, United is well
positioned for a bright future," Mr. Smisek said. "I look forward
to working together with my co-workers around the globe as we
begin our journey to create the world's leading airline that
delivers best-in-class customer service, increased opportunities
for employees, meaningful profitability and sustainable long-term
value for our shareholders."
With approximately $9 billion in unrestricted cash at closing,
United expects the merger will deliver $1.0 billion to
$1.2 billion in net annual synergies by 2013, including between
$800 million and $900 million of incremental annual revenue, from
expanded customer options resulting from the greater scope and
scale of the network, fleet optimization and expanded service
enabled by the broader network of the combined carrier. On a pro-
forma basis, the combined company would have annual revenues of
$31.4 billion, based on results for the 12 months ending
June 30, 2010.
One Team
Continental and United, operating under United Continental
Holdings, Inc., will immediately begin the work to fully integrate
the two companies. In the near term, customers can expect to
interact with each carrier as they always have. Customers flying
on Continental will continue to check in at continental.com or at
Continental kiosks and ticket counters, and to be assisted by
Continental employees, and customers flying on United will
continue to check in at united.com or at United kiosks or ticket
counters, and to be assisted by United employees. Customers will
continue to earn and redeem frequent-flier miles through the
respective loyalty programs of Continental and United until those
programs are combined. The company expects that travelers will
begin to see a more unified product in the spring of 2011, as the
carriers integrate key customer service and marketing activities
to deliver a more seamless product.
United and Ready for Takeoff
"Today's merger closing is a big first step, and I want to thank
my co-workers at Continental and United for their incredible
efforts to get us to this point," Mr. Smisek said.
"We have been moving quickly but thoughtfully on our integration
planning, and I'm pleased with the progress we've made. We have a
lot of hard work ahead as we begin to implement our integration
plan, but our co-workers are enthusiastic about the opportunities
this merger will bring to them."
The new company creates a platform for greater job stability,
career opportunities, and retirement security for its employees by
being part of a larger, financially stronger and more
geographically diverse carrier that is better able to compete
successfully in the global marketplace.
"Our outstanding team is the most important asset of the new
airline," said Mr. Smisek. "We will be working together to
provide our co-workers with the right culture, tools and
incentives to do their jobs well and to make them proud to work
for the new United."
Transaction Information
The new company's corporate and operational headquarters will be
in Chicago, with a significant presence in Houston, the company's
largest hub. As a result of the merger, Continental shareholders
will receive 1.05 shares of United Continental Holdings, Inc.
common stock for each share of Continental common stock previously
held. UAL Corporation shareholders will now own approximately 55%
of the equity of the holding company and former Continental
shareholders will now own approximately 45%, including in-the-
money convertible securities on an as-converted basis.
The combined company is committed to keeping all stakeholders
updated and will give a status update on the integration process
in conjunction with its third quarter earnings announcement.
Mr. Smisek conducted a telephone briefing with the news media last
October 1 to discuss the merger closing and what it means for
customers, employees, communities and shareholders.
* * *
In an 8-K filing with the Securities and Exchange Commission,
Thomas J. Sabatino, Jr., executive vice president, general counsel
and secretary of United Continental Holdings Inc., disclosed that
on October 1, 2010, concurrent with the completion of the Merger,
UAL and Continental entered into:
* the first supplemental indenture with The Bank of New York
Mellon Trust Company, N.A., as trustee, to the indenture
governing Continental's 5% Convertible Notes due 2023;
* the first supplemental indenture with Wilmington Trust
Company, as trustee, to the indenture governing
Continental's 6% Convertible Junior Subordinated Debentures
due 2030; and
* the fourth supplemental indenture with The Bank of New York
Mellon Trust Company, N.A., as trustee, to the indenture
governing Continental's 4.5% Convertible Notes due 2015.
Pursuant to the Supplemental Indentures, each series of
Continental Convertible Securities became convertible into shares
of common stock, par value $0.01, of UAL, in lieu of Class B
common stock, par value $0.01, of Continental as set forth in the
applicable Supplemental Indenture.
Resignation of Officers
Upon the completion of the Merger, Graham Atkinson, Kathryn A.
Mikells and John P. Tague resigned from their positions with UAL
and United. Mr. Atkinson had served as Executive Vice President
of UAL and President of Mileage Plus; Ms. Mikells had served as
Executive Vice President and Chief Financial Officer of UAL; and
Mr. Tague had served as President of United and Executive Vice
President of UAL. In addition, Glenn F. Tilton retired as
President and Chief Executive Officer of UAL and assumed the role
of non-executive Chairman of the UAL Board.
Dow Jones Newswires said Ms. Mikells would join water-treatment
company Nalco Holding Co. as the company's chief financial
officer.
Mr. Sabatino said he will serve as Executive Vice President and
General Counsel on United Continental on an interim basis until
December 31, 2010, or an earlier date as his services are no
longer required. Accordingly, UAL will not enter into a new
employment agreement with Mr. Sabatino in the form that will apply
to other executive vice presidents of UAL. Instead,
Mr. Sabatino will receive the payments and benefits set forth in
his Management Retention Agreement, dated as of May 2, 2010, as
previously disclosed in UAL's Form S-4 filed August 16, 2010.
The resignations of the officers and directors were not a result
of any disagreements with UAL on any matter relating to UAL's
operations, policies or practices, according to the company.
Appointment of Chief Executive Officer,
Chief Financial Officer,
Chief Operations Officer and
Principal Accounting Officer
Following the completion of the Merger, Mr. Smisek became
President and Chief Executive Officer of UAL; Zane C. Rowe became
Executive Vice President and Chief Financial Officer of UAL; Peter
D. McDonald became Executive Vice President - Chief Operations
Officer of UAL; and Chris T. Kenny became Vice President,
Controller and principal accounting officer of UAL.
Mr. Smisek, age 56, joined Continental in 1995. From January 2010
until the Merger, Mr. Smisek served as Chairman of the Board,
President and Chief Executive Officer of Continental. He served
as President and Chief Operating Officer from September 2008
through December 2009 and President from December 2004 through
September 2008. Mr. Smisek has served as a Director of
Continental since December 2004.
Mr. Rowe, age 39, joined Continental in 1993. From August 2008
until the Merger, Mr. Rowe served as Executive Vice President and
Chief Financial Officer of Continental. He served as Senior Vice
President - Network Strategy from September 2006 through August
2008, Vice President - Network Strategy from August 2005 through
September 2006, and Vice President - Financial Planning and
Analysis from September 2003 through August 2005.
Mr. McDonald, age 59, joined UAL and United in 1969. From May
2008 until the Merger, Mr. McDonald served as Executive Vice
President and Chief Administrative Officer of UAL and United. From
May 2004 to May 2008, Mr. McDonald served as Executive Vice
President and Chief Operating Officer of UAL and United. From
September 2002 to May 2004, Mr. McDonald served as Executive Vice
President -- Operations of UAL and United.
Mr. Kenny, age 46, joined Continental in 1997. From September
2003 until the Merger, Mr. Kenny served as Vice President and
Controller of Continental. He served as Staff Vice President and
Controller of Continental from June 1999 through September 2003.
There are no arrangements or understandings between any of Messrs.
Smisek, Rowe, McDonald or Kenny and any other person pursuant to
which that person was selected as an officer. None of Messrs.
Smisek, Rowe, McDonald or Kenny has any family relationship with
any director or other executive officer of UAL or any person
nominated or chosen by UAL to become a director or executive
officer. There are no transactions in which any of Messrs.
Smisek, Rowe, McDonald or Kenny has an interest requiring
disclosure under Item 404(a) of Regulation S-K, other than, in the
case of Messrs. Smisek, Rowe and Kenny, in their role as officers
of Continental in connection with the Merger and other
transactions between Continental and UAL.
In connection with their appointment, new employment agreements
were entered into with each of the officers and certain other
executive officers of UAL.
Compensation Scheme
According to filings with the SEC, Mr. Smisek will receive an
annual salary of $975,000; will be eligible for an annual bonus of
up to 150% of his base salary; and is in line for a long-term
incentive award in 2011 with a target value of $8.4 million, and a
one-time merger incentive target of $4 million.
Mr. Tilton, as the non-executive chairman of United Continental
Holdings' 16-member board of directors, will receive an annual
cash retainer of $600,000 and an annual grant of $150,000 in
restricted stock units; and office space and administrative
support throughout his chairmanship and for 10 years afterward.
He is also in line for a severance package as a result of the
merger, but he postponed most of it until he retires as chairman.
The other five top-paid United Continental executives have two-
year contracts, according to the SEC filing:
* Mr. Rowe, the company's new chief financial officer, will
receive an annual salary of $750,000.
* Jim Compton, the executive vice president and chief
revenue officer, will receive a salary of $750,000.
* Mr. McDonald, who had been executive vice president and
chief administrative officer at UAL, will receive an
annual salary of $850,000.
* Mike Bonds, executive vice president of human resources
and labor relations, will receive an annual salary of
$625,000.
* Nene Foxhall, a former Continental executive who now is
executive vice president of communications and government
affairs at the merged company, will receive an annual '
salary of $650,000.
Messrs. Rowe, Compton, and McDonald are eligible for annual
bonuses of up to 135% of their salaries.
Ms. Foxhall and Mr. Bonds are eligible for bonuses of up to 125%
of their salaries.
Termination of the Executive Severance Plan
On September 30, 2010, UAL terminated the Executive Severance
Plan, dated as of April 1, 2007, and amended as of January 1,
2008, with effect upon completion of the Merger, provided that, in
accordance with the terms of the Executive Severance Plan, in the
case of any individual who was covered by the terms of the plan as
of September 30, 2010, the termination will be effective as of
September 30, 2011.
Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
In accordance with the provisions of the Merger Agreement, at the
effective time of the Merger, the certificate of incorporation of
UAL was amended and restated. The Amended UAL Certificate was
approved by the stockholders of UAL on September 17, 2010.
Also in accordance with the provisions of the Merger Agreement, at
the effective time of the Merger, the bylaws of UAL were amended
and restated.
Pilots' Statement
The following is a statement by Captain Wendy Morse United Master
Executive Council, Air Line Pilots Association, International and
Captain Jay Pierce, Chairman, Continental Master Executive
Council, Air Line Pilots Association, International:
"Today, United Airlines and Continental Airlines officially closed
on the merger that creates the world's largest airline. We
congratulate the Company for this milestone in our airline's
history and recognize the celebratory mood as the new CEO and
other company officials make the rounds to hubs across the system
to mark the occasion.
"While the jovial mood of the new United management team is
understandable, the pilots of the combined airline are not yet
ready to celebrate. We will welcome the true closing of the
merger, which will happen only after a Joint Collective Bargaining
Agreement (JCBA) with the pilots is achieved and the two pilot
groups are combined. Then and only then will management be able
to call this merger a success and realize the advertised
synergies.
"It is too soon for celebration today over a corporate merger
closing. We must remind the new United management that absent a
pilot contract ratified by the pilots of both airlines, United
will not achieve the touted synergies from this merger.
Negotiations between the Joint Negotiating Committee and the
Company continue and, to this point, are moving forward. But much
work remains.
"No issue carries more weight than scope and the cessation of
outsourcing. The pilots of Continental and United Airlines
believe the time is right to correct the wrongs of the past with
solutions that benefit our pilots. We believe it is our
responsibility, to our pilots and to our passengers, to remind
management that the business of an airline is to fly -- not to
outsource flying to the lowest bidder or to merely act as a ticket
agent. When customers choose an airline, they rightly expect to
receive service from that airline, with pilots employed and
trained by that airline at the controls.
"Airline pilots throughout the world are taking notice of our
stance and fight for job and scope protections. The industry is
watching. The sooner management recognizes our determination and
resilience regarding the protection of our jobs, the sooner they
can enjoy the real fruits of this merger. It's time for a new
beginning, a clean slate for United Airlines, for the pilots and
for our passengers. We look forward to being able to join the new
CEO and his management team in celebrating the new United
Airlines. We will reserve our celebration for when the job is
done and we have a JCBA in place that rewards the skill, training
and responsibilities of our pilots and rightly returns flying to
our airline. Until that time, management will be celebrating
alone."
Flight Attendants' Statement
Representing 16,000 United Airlines flight attendants, Greg
Davidowitch, president of the Association of Flight Attendants-
CWA, AFL-CIO (AFA-CWA) at United Airlines, issued the following
statement on the close of the merger transaction between
Continental and United airlines:
"United Airlines flight attendants are eager to join with
Continental flight attendants as we take part in building the
world's premier airline. We welcome Jeff Smisek as our new CEO
and we look forward a collaborative relationship with all of
United's new management to make our airline the best place to work
and the best place to fly. The opportunities for United Airlines
and all of its constituents -- workers, passengers and
shareholders -- are great."
More than 55,000 flight attendants, including the 16,000 flight
attendants at United, join together to form AFA, the world's
largest flight attendant union. AFA is part of the 700,000 member
strong Communications Workers of America, AFL-CIO.
About Continental Airlines
Continental Airlines is the world's fifth largest airline.
Continental, together with Continental Express and Continental
Connection, has more than 2,700 daily departures throughout the
Americas, Europe and Asia, serving 132 domestic and 137
international destinations. Continental is a member of Star
Alliance. Continental has total assets of $13.60 billion against
total debts of $12.87 billion as of June 30, 2010.
In August 2010, Moody's Investors Service affirmed its 'B2'
corporate family, with negative outlook, for Continental Airlines.
Moody's said the affirmation, among other things, signifies the
potential for it to maintain the B2 rating if the proposed merger
with UAL (B3 corporate family from Moody's, on review for upgrade)
is completed under terms that enable the combined entity to
achieve the potential revenue and cost synergies that have been
identified. However, the outlook remains negative because of the
industry's weak track record in successfully executing large
business combinations.
Continental caries a 'B' corporate rating, on watch negative, from
Standard & Poor's.
About UAL Corporation
Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc. United Airlines is the world's second largest air
carrier. The airline flies to Brazil, Korea and Germany.
The Company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts. Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors. Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006. The
Company emerged from bankruptcy on Feb. 1, 2006.
Reorganized UAL Corp. carries a 'B3' corporate family and
probability of default ratings from Moody's, and 'B' long term
foreign issuer credit rating from Standard & Poor's.
In September 2010, Fitch Ratings upgraded the debt ratings of UAL
Corp. and its principal operating subsidiary United Airlines,
Inc. Fitch raised United's Issuer Default Ratings to 'B-' from
'CCC'; Secured bank credit facility to 'BB-/RR1' from 'B+/RR1';
and Senior unsecured to 'CC/RR6' from 'C/RR6'. Fitch upgraded
UAL's IDR to 'B-' from 'CCC'; and Senior unsecured to 'CC/RR6'
from 'C/RR6'.
At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of
$7.022 billion, and a stockholders' deficit of $2.756 billion.
UNITED CONTINENTAL: UAL Board Approves NYSE Transfer
----------------------------------------------------
UAL Corp. disclosed with the Securities and Exchange Commission on
September 23, 2010, that its Board of Directors has approved the
company's voluntarily delisting of its common stock from The
NASDAQ Stock Market LLC and to transfer the listing to the New
York Stock Exchange, effective upon the closing of the merger with
Continental Airlines Inc.
Consequently, UAL filed a registration statement on Form 8-A with
the SEC on September 30, 2010, in connection with the transfer of
listing of the shares, par value $0.01 per share, from NASDAQ to
the NYSE.
Also on September 30, 2010, Thomas J. Sabatino, Jr., Senior Vice
President, General Counsel and Corporate Secretary of United
Continental Holdings, Inc., filed a Form 25 notification of
removal from listing or registration under Section 12(b) of the
Securities Exchange Act of 1934.
UAL and Continental closed the Merger on October 1, 2010.
About United Continental
United Continental Holdings, Inc. (NYSE: UAL) is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, these airlines operate a total of approximately 5,800
flights a day to 371 airports throughout the Americas, Europe and
Asia from their hubs in Chicago, Cleveland, Denver, Guam, Houston,
Los Angeles, New York, San Francisco, Tokyo and Washington, D.C.
United and Continental are members of Star Alliance, which offers
more than 21,200 daily flights to 1,172 airports in 181 countries
worldwide through its 28 member airlines. United's and
Continental's more than 80,000 employees reside in every U.S.
state and in many countries around the world.For more information
about United Continental Holdings, Inc., go to
UnitedContinentalHoldings.com. For more information about the
airlines, see http://www.united.com/and
http://www.continental.com/, and follow each company on Twitter
and Facebook.
United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.
UNIVERSAL BUILDING: Objects to Creditors' Demand for a Trustee
--------------------------------------------------------------
Universal Building Products Inc. is balking at unsecured
creditors' demand that an independent official take the reins of
the company, Dow Jones' DBR Small Cap reports.
According to the report, the company said in court papersFriday
that the appointment of a trustee while it's on the verge of
getting bankruptcy-court approval of a plan that would provide a
recovery for unsecured creditors would be "unfortunate."
"Granting the relief requested would virtually ensure that
unsecured creditors recover less than currently proposed, and
would quite possibly result in no recovery at all," the company
warned, the report notes.
About Universal Building
Westminster, California-based Universal Building Products, Inc.,
dba UBP, filed for Chapter 11 bankruptcy protection on August 3,
2010 (Bankr. D. Del. Case No. 10-12453). Mark Minuti, Esq.,
MaryJo Bellew, Esq., and Teresa K.D. Currier, Esq., at Saul Ewing
LLP, assists the Debtor in its restructuring effort. UBP
estimated $1 million to $10 million in assets and $10 million to
$50 million in debts in its petition.
The Debtor's affiliates Accubrace, Inc. (Bankr. D. Del. Case No.
10-12454), Don De Cristo Concrete Accessories, Inc. (Case No. 10-
12455), Form-Co, Inc. (Case No. 10-12456), and Universal Form
Clamp, Inc. (Case No. 10-12457), filed separate Chapter 11
petitions on August 4, 2010. Accubrace estimated $500,001 to
$1 million in assets and $10 million to $50 million in debts.
WALKER-CALLAHAM: Section 341(a) Meeting Scheduled for Nov. 16
-------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of
Walker-Callaham Joint Venture's creditors on November 16, 2010, at
1:00 p.m. The meeting will be held at Vancouver Federal Building,
500 West 12th, Second Floor, Vancouver, WA 98660.
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.
Vancouver, Washington-based Walker-Callaham Joint Venture filed
for Chapter 11 bankruptcy protection on September 24, 2010 (Bankr.
W.D. Wash. Case No. 10-47895). John D. Nellor, Esq., at Nellor
Retsinas Crawford PLLC, assists the Debtor in its restructuring
effort. According to its schedules, the Debtor disclosed
$15,550,000 in total assets and $7,753,584 in total liabilities as
of the Petition Date.
* Personal Bankruptcy Filings Jump in September
-----------------------------------------------
Personal filings for bankruptcy increased in September, pushing
the total number of bankruptcies this year to nearly 1.2 million,
Dow Jones' DBR Small Cap reports.
* Northwest Ohio Bankruptcy Filings Drop to 698 in September
------------------------------------------------------------
toledoBlade.com reports that bankruptcy filings for northwest Ohio
dropped below 700 cases in September. The decline meant the
filings for the first nine months are below those of a year ago.
According to toledoBlade.com, data from the U.S. Bankruptcy Court
in Toledo shows that there were 698 filings last month and most
were Chapter 7 liquidation cases. That was down from 794 for
September 2009, and from 785 in August.
The number of cases has been rising since a year after federal
reforms took effect in 2005, toledoBlade.com says. The total cases
this year are 6,735, down 73 cases from the same time last year.
* Judge Sides With Foreclosure Firm, Blocks Fla. Atty Gen. Probe
----------------------------------------------------------------
In what many courtroom observers say is a stunning defeat and
legal setback to Florida's Attorney General Bill McCollum, Judge
Jack S. Cox of the Fifteenth Judicial Circuit in Palm Beach
County, Florida has ordered an immediate halt to the investigative
subpoena issued by McCollum's office. The "Petition to quash" was
brought forth by Shapiro & Fishman, LLP, which has been targeted
for investigation concerning foreclosure processes throughout
Florida. In his five page ruling, Judge Cox said the Attorney
General lacks jurisdiction over this matter. Cox also highlighted
specific flaws within the Subpoena, which he found to be
overbroad, vague, inconsistent and unduly burdensome.
Judge Cox said in his ruling Monday that McCollum's office lacked
specific jurisdiction and found it very troubling that the AG was
attempting by way of the subpoena to obtain personal, financial
and business information without giving those individuals notice
and an opportunity to protect their Constitutional rights to
privacy. The Attorney General's office argued that it was
authorized to investigate complaints of such legal practices.
"This is a great victory for our client against the Attorney
General's office's continued attempts to impose burdensome
barriers in their fishing expedition," said Gerald Richman and
Leora Freire of Richman Greer, P.A., legal counsel for Shapiro &
Fishman. "This is a prime example of abuse of government power.
We continually expressed our willingness to voluntarily cooperate
and discuss any complaints, but it always fell on deaf ears. At
this stage, our client is still willing to voluntarily cooperate
with the AG's office to assuage any concerns."
Richman and Freire added their client is further willing to
address and rectify any legitimate complaints and are confident
that the facts will show no unlawful or improper intent on the
part of Shapiro& Fishman or its employees.
Current estimates have noted 55,000 foreclosure cases clogging
Palm Beach County's courts in the spring of 2010. Now that number
stands at approximately 40,000 today. Most notably, the state
Supreme Court has declined a Florida congressman's request to halt
certain foreclosure cases citing it lacks jurisdiction.
According to Richman, Attorney General Bill McCollum's actions
pander to understandably emotional complaints by consumers who are
at risk of losing their homes due to market forces and economic
issues that have no relevance to law firms servicing their
clients.
About Shapiro & Fishman, LLP
With offices in Boca Raton and Tampa, Shapiro & Fishman, LLP has
handled thousands of mortgage foreclosures and bankruptcy cases
annually for more than 20 years. The law firm concentrates on,
and provides prompt and professional legal representation in the
areas of foreclosure, consumer bankruptcy and eviction.
* Paperwork Fuels Foreclosure Fights
------------------------------------
American Bankruptcy Institute reports that GMAC Home Mortgage,
Inc., a unit of Ally Financial Inc., JPMortgage Chase & Co.'s
home-loan unit and Bank of America Corp. have taken the unusual
step of suspending tens of thousands of foreclosures in the 23
U.S. states pending a review of their paperwork.
* Judge's Rulings Create Hurdles for Creditors, Expert Says
-----------------------------------------------------------
When the bankruptcy reform act became law back in 2005, consumer
groups decried the changes as a giveaway to powerful credit-card
companies and other creditors. But thanks to a series of rulings
by the judge in the Circuit City bankruptcy, the act is being
interpreted in some surprising ways-and not always to the benefit
of creditors, writes Terrence Corrigan, Managing Director of
Abacus Advisors, in a recent issue of Dow Jones Daily Bankruptcy
Review.
While the rulings-which are meant to clarify gray areas related to
the Bankruptcy Code's so-called reclamation and preferences
provisions-apply directly only to those cases filed in Eastern
District of Virginia, their ripple effects could eventually be
felt nationwide, Corrigan contends in his Sept. 15th "Viewpoint"
column.
"If federal courts keep interpreting these provisions in divergent
ways, the Supreme Court might well be forced to step in and settle
things," Corrigan asserts. "In the meantime, one thing is
certain: the ballyhooed reform package did not turn bankruptcy
into a cakewalk for creditors. On the contrary, they must stay
ever-vigilant about protecting themselves."
During the debate over bankruptcy reform, opponents of the
legislation targeted controversial provisions like the one that
made it harder for individuals to resort to Chapter 7. However,
the act also contained a raft of other changes to the Bankruptcy
Code that appeared to favor creditors. "A subset of these was
geared toward protecting the rights of those who had delivered
goods and services to companies that, shortly thereafter, filed
for bankruptcy," Corrigan writes in the newsletter, a leading
resource for the bankruptcy industry. "The idea was to elevate
the claims of vendors caught in such circumstances, and to help
them avoid being forced to return payments from companies that
later went belly up."
These recent revisions to the Bankruptcy Code's reclamation and
preferences provisions contained several gray areas. Over the
past year or so, U.S. Bankruptcy Judge Kevin R. Huennekens of the
Eastern District of Virginia has issued four rulings that, in
effect, erect new barriers for creditors seeking to take advantage
of these protections, Corrigan notes. The rulings came as part of
the ongoing case of Circuit City, which filed for bankruptcy in
November 2008, with inventories reportedly worth over $1.3
billion. "The rulings were unexpected in part because other
courts have largely avoided these issues," Corrigan writes.
"Judge Huennekens, by contrast, has seemed eager to take them on."
The notion of "preferences," explains the bankruptcy and
restructuring veteran, underlies the rationale of forcing
creditors to return payments received within 90 days prior to the
debtor's bankruptcy filing. By getting these payments back and
then redistributing them pro-rata to all the creditors, the
thinking goes, no single creditor receives preferential treatment.
For their part, creditors enjoy the protection of another ancient
remedy: reclamation, whereby goods sent to debtors within either
20 or 45 days before the bankruptcy filing can be reclaimed, or
their monetary value recovered.
In the column, Corrigan outlines how the four rulings issued by
the judge will affect creditors.
These effects include limiting creditors' ability to reclaim the
value of services provided to debtors, over and above the simple
value of the goods themselves; putting the onus on vendors to more
actively assert their reclamation rights-or risk losing them;
disallowing the common practice of defining "receipt of goods" as
passage of title rather than physical delivery; and holding that a
vendor could not be paid for its reclamation claim until it gave
back any payments it had received from the debtor during the 90-
day period prior to the filing.
Corrigan discusses the potential impact of these decisions on
other districts and, in ending the piece, highlights the
imperative for creditors to stay informed about these recent
interpretations and any coming developments. He also reiterates
the need for creditors to protect themselves by taking smart,
cautious approaches to risk-management. "Unlike the Circuit City
rulings, however, that (advice) should come as nothing new," he
concludes.
About Abacus Advisors
Abacus Advisors http://www.abacusadvisors.com/ is one of the most
experienced turnaround and restructuring firms in the United
States. The Closter, N.J.-based firm assists companies of all
sizes with comprehensive operational turnarounds, Chapter 11
reorganizations, business wind-downs, real estate dispositions,
and out-of-court restructurings. Founded in 1999, the firm also
has offices in metro Chicago and Boca Raton.
* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Oct. 1, 2010
AMERICAN BANKRUPTCY INSTITUTE
ABI/UMKC Midwestern Bankruptcy Institute
Kansas City Marriott Downtown, Kansas City, Kan.
Contact: 1-703-739-0800; http://www.abiworld.org/
Oct. 1, 2010
AMERICAN BANKRUPTCY INSTITUTE
ABI/GULC "Views from the Bench"
Georgetown University Law Center, Washington, D.C.
Contact: 1-703-739-0800; http://www.abiworld.org/
Oct. 6-8, 2010
TURNAROUND MANAGEMENT ASSOCIATION
TMA Annual Convention
JW Marriott Grande Lakes, Orlando, Florida
Contact: http://www.turnaround.org/
Oct. 11, 2010
AMERICAN BANKRUPTCY INSTITUTE
Chicago Consumer Bankruptcy Conference
Standard Club, Chicago, Ill.
Contact: 1-703-739-0800; http://www.abiworld.org/
Oct. 15, 2010
AMERICAN BANKRUPTCY INSTITUTE
NCBJ/ABI Educational Program
Hilton New Orleans Riverside, New Orleans, La.
Contact: 1-703-739-0800; http://www.abiworld.org/
Oct. 28, 2010
AMERICAN BANKRUPTCY INSTITUTE
Mid-Level Professional Development Program
Weil, Gotshal & Manges LLP, New York, N.Y.
Contact: 1-703-739-0800; http://www.abiworld.org/
Oct. 29, 2010 (tentative)
AMERICAN BANKRUPTCY INSTITUTE
International Insolvency Symposium
The Savoy, London, England
Contact: 1-703-739-0800; http://www.abiworld.org/
Nov. __, 2010
AMERICAN BANKRUPTCY INSTITUTE
Delaware Views from the Bench and Bankruptcy Bar
Hotel du Pont, Wilmington, Del.
Contact: 1-703-739-0800; http://www.abiworld.org/
Nov. 11, 2010
AMERICAN BANKRUPTCY INSTITUTE
Detroit Consumer Bankruptcy Conference
Hyatt Regency Dearborn, Dearborn, Mich.
Contact: 1-703-739-0800; http://www.abiworld.org/
Nov. 29, 2010
RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP, INC.
17th Annual Distressed Investing Conference
The Helmsley Park Lane Hotel, New York City
Contact: 1-903-595-3800;
http://www.renaissanceamerican.com/
Dec. 9-11, 2010
AMERICAN BANKRUPTCY INSTITUTE
Winter Leadership Conference
Camelback Inn, a JW Marriott Resort & Spa,
Scottsdale, Ariz.
Contact: 1-703-739-0800; http://www.abiworld.org/
Dec. 2-4, 2010
AMERICAN BANKRUPTCY INSTITUTE
22nd Annual Winter Leadership Conference
Camelback Inn, Scottsdale, Arizona
Contact: 1-703-739-0800; http://www.abiworld.org/
January 26-28, 2011
TURNAROUND MANAGEMENT ASSOCIATION
TMA Distressed Investing Conference
Aria Las Vegas
Contact: http://www.turnaround.org/
Jan. 27-28, 2011
AMERICAN BANKRUPTCY INSTITUTE
Rocky Mountain Bankruptcy Conference
Westin Tabor Center, Denver, Colo.
Contact: 1-703-739-0800; http://www.abiworld.org/
Feb. 3-5, 2011
AMERICAN BANKRUPTCY INSTITUTE
Caribbean Insolvency Symposium
Westin Casuarina Resort & Spa, Grand Cayman Island
Contact: 1-703-739-0800; http://www.abiworld.org/
Feb. 24-25, 2011
AMERICAN BANKRUPTCY INSTITUTE
Valcon
Four Seasons Las Vegas, Las Vegas, Nev.
Contact: 1-703-739-0800; http://www.abiworld.org/
Mar. 4, 2011
AMERICAN BANKRUPTCY INSTITUTE
Bankruptcy Battleground West
Hyatt Regency Century Plaza, Los Angeles, Calif.
Contact: 1-703-739-0800; http://www.abiworld.org/
Mar. 7-9, 2011
AMERICAN BANKRUPTCY INSTITUTE
Conrad Duberstein Moot Court Competition
Duberstein U.S. Courthouse, New York, N.Y.
Contact: 1-703-739-0800; http://www.abiworld.org/
Mar. 10, 2011
AMERICAN BANKRUPTCY INSTITUTE
Nuts and Bolts - Florida
Tampa, Fla.
Contact: 1-703-739-0800; http://www.abiworld.org/
Mar. 10-12, 2011
AMERICAN BANKRUPTCY INSTITUTE
SUCL/ Alexander L. Paskay Seminar on
Bankruptcy Law and Practice
Marriott Tampa Waterside, Tampa, Fla.
Contact: 1-703-739-0800; http://www.abiworld.org/
Mar. 17-19, 2011
AMERICAN BANKRUPTCY INSTITUTE
Byrne Judicial Clerkship Institute
Pepperdine University School of Law, Malibu, Calif.
Contact: 1-703-739-0800; http://www.abiworld.org/
Mar. 31-Apr. 3, 2011
AMERICAN BANKRUPTCY INSTITUTE
Annual Spring Meeting
Gaylord National Resort & Convention Center,
National Harbor, Md.
Contact: 1-703-739-0800; http://www.abiworld.org/
April 27-29, 2011
TURNAROUND MANAGEMENT ASSOCIATION
TMA Spring Conference
JW Marriott, Chicago, IL
Contact: http://www.turnaround.org/
May 5, 2011
AMERICAN BANKRUPTCY INSTITUTE
Nuts and Bolts - New York City
Association of the Bar of the City of New York,
New York, N.Y.
Contact: 1-703-739-0800; http://www.abiworld.org/
May 6, 2011
AMERICAN BANKRUPTCY INSTITUTE
New York City Bankruptcy Conference
Hilton New York, New York, N.Y.
Contact: 1-703-739-0800; http://www.abiworld.org/
June 6, 2011
AMERICAN BANKRUPTCY INSTITUTE
Canadian-American Cross-Border Insolvency Symposium
Fairmont Royal York, Toronto, Ont.
Contact: 1-703-739-0800; http://www.abiworld.org/
June 9-12, 2011
AMERICAN BANKRUPTCY INSTITUTE
Central States Bankruptcy Workshop
Grand Traverse Resort and Spa, Traverse City, Mich.
Contact: http://www.abiworld.org/
July 21-24, 2011
AMERICAN BANKRUPTCY INSTITUTE
Northeast Bankruptcy Conference
Hyatt Regency Newport, Newport, R.I.
Contact: 1-703-739-0800; http://www.abiworld.org/
July 27-30, 2011
AMERICAN BANKRUPTCY INSTITUTE
Southeast Bankruptcy Workshop
The Sanctuary at Kiawah Island, Kiawah Island, S.C.
Contact: 1-703-739-0800; http://www.abiworld.org/
Aug. 4-6, 2011
AMERICAN BANKRUPTCY INSTITUTE
Mid-Atlantic Bankruptcy Workshop
Hotel Hershey, Hershey, Pa.
Contact: 1-703-739-0800; http://www.abiworld.org/
Oct. 14, 2011
AMERICAN BANKRUPTCY INSTITUTE
NCBJ/ABI Educational Program
Tampa Convention Center, Tampa, Fla.
Contact: 1-703-739-0800; http://www.abiworld.org/
Oct. __, 2011
AMERICAN BANKRUPTCY INSTITUTE
International Insolvency Symposium
Dublin, Ireland
Contact: 1-703-739-0800; http://www.abiworld.org/
Oct. 25-27, 2011
TURNAROUND MANAGEMENT ASSOCIATION
Hilton San Diego Bayfront, San Diego, CA
Contact: http://www.turnaround.org/
Dec. 1-3, 2011
AMERICAN BANKRUPTCY INSTITUTE
23rd Annual Winter Leadership Conference
La Quinta Resort & Spa, La Quinta, Calif.
Contact: 1-703-739-0800; http://www.abiworld.org/
April 3-5, 2012
TURNAROUND MANAGEMENT ASSOCIATION
TMA Spring Conference
Grand Hyatt Atlanta, Atlanta, Ga.
Contact: http://www.turnaround.org/
Apr. 19-22, 2012
AMERICAN BANKRUPTCY INSTITUTE
Annual Spring Meeting
Gaylord National Resort & Convention Center,
National Harbor, Md.
Contact: 1-703-739-0800; http://www.abiworld.org/
July 14-17, 2012
AMERICAN BANKRUPTCY INSTITUTE
Southeast Bankruptcy Workshop
The Ritz-Carlton Amelia Island, Amelia Island, Fla.
Contact: 1-703-739-0800; http://www.abiworld.org/
Aug. 2-4, 2012
AMERICAN BANKRUPTCY INSTITUTE
Mid-Atlantic Bankruptcy Workshop
Hyatt Regency Chesapeake Bay, Cambridge, Md.
Contact: 1-703-739-0800; http://www.abiworld.org/
November 1-3, 2012
TURNAROUND MANAGEMENT ASSOCIATION
TMA Annual Convention
Westin Copley Place, Boston, Mass.
Contact: http://www.turnaround.org/
Nov. 29 - Dec. 2, 2012
AMERICAN BANKRUPTCY INSTITUTE
Winter Leadership Conference
JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
Contact: 1-703-739-0800; http://www.abiworld.org/
April 10-12, 2013
TURNAROUND MANAGEMENT ASSOCIATION
TMA Spring Conference
JW Marriott Chicago, Chicago, Ill.
Contact: http://www.turnaround.org/
October 3-5, 2013
TURNAROUND MANAGEMENT ASSOCIATION
TMA Annual Convention
Marriott Wardman Park, Washington, D.C.
Contact: http://www.turnaround.org/
The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via
e-mail to conferences@bankrupt.com are encouraged.
Last Updated: September 27, 2010
*********
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
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*** End of Transmission ***