/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/101022.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, October 22, 2010, Vol. 14, No. 293 Headlines 6611 SOUTHPOINT: Voluntary Chapter 11 Case Summary AEGIS MORTGAGE: Chapter 11 Liquidation Plan Approved ALLY FINANCIAL: Board Declares Dividends on Preferred Stock ALTIMA RESOURCES: Huntington Extends Forbearance to Feb. 16 AMERICAN INT'L: Said to Raise $17.8BB in HK IPO of AIA Unit AMR CORP: Fitch Gives Positive Outlook AMTRUST FINANCIAL: Seeks Exclusivity Extension; Draft Plan Formed ANTIETAM FUNDING: Files for Chapter 11 in Connecticut ANTIETAM FUNDING: Case Summary & Largest Unsecured Creditor AWAL BANK: Bahrain Lender Files for Chapter 11 in New York AWAL BANK: Case Summary & 20 Largest Unsecured Creditors BIG BEND: Case Summary & 6 Largest Unsecured Creditors BLUEWATER HLD: Case Summary & 19 Largest Unsecured Creditors BRITTANY PLACE: Case Summary & 20 Largest Unsecured Creditors C&D TECHNOLOGIES: To Pursue Ch. 11 if Debt-to-Equity Swap Fails CASCADE FINANCIAL: Says Balance Sheet Restructuring Completed CELLO ENERGY: Files for Bankruptcy Following Civil Judgment CELLO ENERGY: Case Summary & 20 Largest Unsecured Creditors CHINA INSONLINE: Gets Letter From Nasdaq on Continued Listing CLST HOLDINGS: Posts $666,000 Net Loss in August 31 Quarter COLONIAL BANCGROUP: BofA Sues FDIC Over Taylor Bean Losses CONSOLIDATED HORTICULTURE: Gets Nod to Hire Epiq as Claims Agent CONSOLIDATED HORTICULTURE: Taps Jones Walker as Bankr. Counsel CONSOLIDATED HORTICULTURE: Wants Pachuiski as Delaware Counsel COZUMEL CARIBE: Bankruptcy Court Approves Chapter 15 Petition CRENSHAW HALL: Case Summary & 9 Largest Unsecured Creditors CROSSROADS ENTERPRISES: Case Summary & Creditors List CROWNBROOK DEBCO: Fifth Street Wants Dismissal of Bankruptcy Case CUSTOM CABLE: Wins Nod to Sell Assets to ComVest Capital DN & DM: Voluntary Chapter 11 Case Summary DOWNEY FINANCIAL: Adv. Proceeding Ordered for FDIC Refund Battle DYNEGY INC: Board Asks Stockholders to Vote for Sale to Blackstone EARTHRENEW CORP: Files for Protection from U.S. Creditors EARTHRENEW CORPORATION: Chapter 15 Case Summary EARTHRENEW IP: Chapter 15 Case Summary EMISPHERE TECHNOLOGIES: Files Prospectus on Resale of 8MM Shares EMIVEST AEROSPACE: Case Summary & 20 Largest Unsecured Creditors EQK BRIDGEVIEW: Asks for Court's OK to Use Cash Collateral ESCOM LLC: Selling Sex.com Domain to Clover for $13 Million FANNIE MAE: Regulator Hires Quinn Emmanuel to Assist in Probe FIDELITY PROPERTIES: Has Until October 29 to File Chapter 11 Plan FIRST NATIONAL BUILDING: Cases Transferred to W.D. Okla. FORMTECH INDUSTRIES: PBGC Assumes Underfund Pension Plan FRANK ELIOPOULOS: Case Summary & 20 Largest Unsecured Creditors FRANKLIN PLACE: Case Summary & 20 Largest Unsecured Creditors FREDDIE MAC: Director Rose Doesn't Hold Securities Yet FREDDIE MAC: Regulator Hires Quinn Emmanuel to Assist in Probe FREDDIE MAC: Sells 0.375% $5 Bil. 2-Yr. USD Reference Notes GENERAL GROWTH: Plan of Reorganization Confirmed by Court GENERAL GROWTH: To Distribute Shares on November 1 GENERAL MOTORS: Parties File Objections to Old GM Plan Outline GENERAL MOTORS: To Add Chicago as Mediation Location GENERAL MOTORS: US TREASURY Wants Unsecureds Plea on "Deal" Denied GENERAL MOTORS: Wants to Enforce Wind-Down Order on Rose, et al. GOLF PROPERTY: Case Summary & 5 Largest Unsecured Creditors GTC BIOTHERAPEUTICS: LFB Bids to Take GTC Private at $0.28 Apiece HANGER ORTHOPEDIC: Moody's Assigns 'B3' Rating on $200-Mil. Notes HANGER ORTHOPEDIC: S&P Raises Corporate Credit Rating to 'BB-' HARRISBURG, PA: Has $330,000 Cash; Faces $1.2MM Payroll Next Week HORIZON NEVADA: Case Summary & Largest Unsecured Creditor HOST HOTELS: S&P Assigns 'BB+' Rating on $500 Mil. Senior Notes INFOLOGIX INC: Discloses NASDAQ Panel Decision to Delist Stock INNKEEPERS USA: Midland Opposes Committee Retention of Jefferies JAMES CHEELEY: Case Summary & 15 Largest Unsecured Creditors JAPAN AIRLINES: Green Wants Surrender of 5th Ave. Building JAPAN AIRLINES: In Talks With Lenders for Additional Loans JAPAN AIRLINES: US DOT Tentatively OKs Antitrust Immunity Plea JERRY BURKE: Case Summary & 2 Largest Unsecured Creditors JOHN CHICKERING, JR.: Case Summary & Creditors List JOSE MARTINEZ: Case Summary & 17 Largest Unsecured Creditors JUMBOLAIR INC: Gissy Offers to Buy Defaulted Note for $2 Million KIMMIK CORPORATION: Voluntary Chapter 11 Case Summary L RAMON BONIN: Still Working on Projections, Wants Plan Extension L. STERLING: Case Summary & 11 Largest Unsecured Creditors LEHMAN BROTHERS: Creditors Back $45 Million SunCal Settlement LIONS GATE: BC Securities Commission Grants Cease Trading Plea LUIS LONGORIA: Case Summary & 16 Largest Unsecured Creditors M & A LAXMI: Case Summary & 6 Largest Unsecured Creditors MANHATTAN LOAN: Case Summary & 12 Largest Unsecured Creditors MARIA SANTOS FRANCO: Case Summary & 13 Largest Unsecured Creditors MARKET DEVELOPMENT: Chapter 11 Reorganization Case Dismissed MARKWEST ENERGY: Moody's Assigns 'B1' Rating to $500 Mil. Notes MASSEY ENERGY: S&P Puts 'BB-' Rating to CreditWatch Developing MCCLATCHY COMPANY: Reports $12 Million Net Income for 3rd Quarter MEG ENERGY: S&P Raises Corporate Credit Rating to 'BB' MEREDITH WINBORN: Case Summary & 10 Largest Unsecured Creditors MERUELO MADDUX: Legendary & Hartland Plans Sent to Creditors MESA AIR: Creditors Committee to Get Co-Exclusivity for Plan MESA AIR: Disclosure Statement Hearing Postponed to Nov. 10 METALDYNE LLC: Moody's Affirms 'B1' Corporate Family Rating METRO-GOLDWYN-MAYER: Icahn Wants to Buy Debt; Nixes Spyglass Deal MICHAEL CHANDLER, SR.: Case Summary & Creditors List MS GRAND: Case Summary & 20 Largest Unsecured Creditors NCD DEVELOPMENT: Files List of 10 Largest Unsecured Creditors NCD DEVELOPMENT: Files Schedules of Assets & Liabilities NCD DEVELOPMENT: Section 341(a) Meeting Scheduled for Nov. 12 NCD DEVELOPMENT: Taps Randy Ford Taub as General Bankr. Counsel NICHOLASVILLE GREENS: Case Summary & 15 Largest Unsec Creditors NORTEL NETWORKS: Court Approves $65 Mil. Sale of Switch Business NORTEL NETWORKS: Proposes Blade Tech. Indemnification Pact NORTEL NETWORKS: Resolves Price Adjustment Dispute With Avaya NORTEL NETWORKS: Sets Cross-Border Claims Settlement Rules NORTH AMERICAN PETROLEUM: Nov. 22 Deadline for Proofs of Claim NORTHFIELD INVESTMENTS: Case Summary & Creditors List NOVELOS THERAPEUTIC: Stockholders OKs 200% Increase in Shares NUTRACEA INC: Appoints FTI Consulting as Plan Agent OAK KNOLL: Case Summary & 10 Largest Unsecured Creditors OLLY'S RETAIL: Parent to Launch Kids' Clothing Line, Web Site OMAR SPAHI: Reorganization Case Dismissed at Request of NCB ORANGE GROVE: Has Until December 30 to Propose Reorganization Plan PACIFIC AVENUE: Bankruptcy Administrator Forms Creditors Committee PACIFIC LUMBER: 5th Cir. Says Scopac Noteholders Have Admin. Claim PARK AVENUE BANK: Okla. Regulator Sues Former Exec, Oppenheimer PEARLAND SUNRISE: City Nat'l Bank Suit Transferred to W.D. Tex. PENNYRILE SENIOR: Case Summary & 8 Largest Unsecured Creditors PETROLEUM & FRANCHISE: Hearing on Further Cash Use Set for Oct. 26 POTOMAC ENVIRONMENTAL: Case Summary & 20 Largest Unsec Creditors PREFERRED PROPERTIES: Reorganization Case Converted to Chapter 7 PRIUM LAKEWOOD: Case Summary & 20 Largest Unsecured Creditors PT-1 COMMUNICATIONS: Claim Order Not "Entered Without a Contest" RADIOSHACK CORP: Fitch Keeps Low-B Ratings, Gives Stable Outlook RANDAZZO PROPERTIES: Case Summary & Largest Unsecured Creditor RAUL VALDERRAMA: Case Summary & 20 Largest Unsecured Creditors REALTY FINANCE: Chapter 7 Filing Among Options ROBINO-BAY COURT: Wants Until October 29 to File Schedules ROCK & REPUBLIC: Has Until Oct. 21 to Justify Non-Disclosure ROMEO SANTORO: Case Summary & 6 Largest Unsecured Creditors ROPER BROTHER: Plan Confirmation Hearing Set for November 3 SAGECREST FINANCIAL: Antietam Files for Chapter 11 in Connecticut SELF STORAGE: Failure to File MORs, Cash Use Motion Cue Dismissal SIFY TECHNOLOGIES: Gets NASDAQ Deficiency Letter on Late Filing SOUTHWEST EQUITY: Voluntary Chapter 11 Case Summary STEPHEN JEFFCO: Case Summary & 19 Largest Unsecured Creditors SYDNEY KING: Voluntary Chapter 11 Case Summary TAMARACK RESORT: Court Denies $2-Million DIP Loan Proposal TAYLOR & BISHOP: Taps MCA Financial as Financial Advisor TAYLOR BEAN: BofA Sues FDIC Over Mortgage Losses TAYLOR BEAN: Gissy Offers to Buy Jumbolair Note for $2 Million TF PUERTO RICO: Case Summary & 20 Largest Unsecured Creditors TIGRENT INC: Consultant Named Interim Chief Financial Officer TOMKINS PLC: Moody's Downgrades Ratings on Senior Notes to 'B2' TOUCH AMERICA: Milbank Settles Document Row TRENTON LAND: Has Until March 31 to Propose Chapter 11 Plan TRIDIMENSION ENERGY: Agrees to Sell Assets to Sanchez Resources ULTIMATE ESCAPES: Sends E-Mail to Members Regarding Oct 18 Auction ULTIMATE ESCAPES: Accepts Offers for Number of Assets UNIVISION COMMUNICATIONS: Fitch Puts B+/RR3 Rating to $750MM Notes UNIVISION COMMUNICATIONS: S&P Puts 'B' Rating to $750 Mil. Notes VALENCE TECH: Berg & Berg Loans $2.5 Million at 3.5% Per Annum VANESSA WHITE: Case Summary & Largest Unsecured Creditor VE&E-NEVADA, LLC: Case Summary & 12 Largest Unsecured Creditors VERTAFORE INC: Moody's Assigns 'Caa1' Rating to $260 Mil. Loan VERTAFORE INC: S&P Affirms 'B' Corporate Credit Rating VITESSE SEMICONDUCTOR: To Hold Annual Meeting on January 19 WASHINGTON TIMES: Faces Involuntary Bankruptcy Petition WASHINGTON TIMES: Involuntary Chapter 11 Case Summary XODTEC LED: Posts $843,400 Net Loss in August 31 Quarter * Former Greenberg Associate Admits to $500K Theft * High-Yield Bond Defaults in U.S. Remain 'Well Below Average' * Neuberger's Distressed Debt Fund Raises $244MM in Share Sale * BOOK REVIEW: The Folklore Of Capitalism ********* 6611 SOUTHPOINT: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: 6611 Southpoint Parkway, LLC dba Jacksonville Self Storage 7880 Gate Parkway, Suite 300 Jacksonville, FL 32256 Bankruptcy Case No.: 10-09093 Chapter 11 Petition Date: October 19, 2010 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Judge: Paul M. Glenn Debtor's Counsel: Bradley R. Markey, Esq. STUTSMAN, THAMES & MARKEY P.A. 50 N Laura Street, Suite 1600 Jacksonville, FL 32202-3614 Tel: (904) 358-4000 Fax: (904) 358-4001 E-mail: BRM@stmlaw.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Mike Ashourian, manager of Milklaine, LLC, Debtor's managing member. AEGIS MORTGAGE: Chapter 11 Liquidation Plan Approved ---------------------------------------------------- Aegis Mortgage Corp. gained court approval of its Chapter 11 liquidation plan Wednesday, ending an uncharacteristically cooperative bankruptcy for a mortgage lender capsized by the subprime crisis, Bankruptcy Law360 reports. According to Law360, Judge Brendan L. Shannon signed off on the plan in the U.S. Bankruptcy Court for the District of Delaware after the debtors resolved objections by the U.S. Internal Revenue Service. About Aegis Mortgage Corporation Headquartered in Houston, Texas, Aegis Mortgage Corporation -- http://www.aegismtg.com/-- provided mortgage loan products to brokers. The Company together with 10 affiliates filed for Chapter 11 protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119). Laura Davis Jones, Esq., Henry C. Kevane, Esq., David M. Berthenthal, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as counsel to the Debtors. The Official Committee of Unsecured Creditors is represented by Landis Rath & Cobb LLP. Aegis disclosed $138,265,342 in assets and $4,125,470 in liabilities as of the Petition Date. ALLY FINANCIAL: Board Declares Dividends on Preferred Stock ----------------------------------------------------------- The Ally Financial Inc. said its Board of Directors has declared quarterly dividend payments for certain outstanding preferred stock. The dividends were declared on Oct. 1, 2010, and are payable on Nov. 15, 2010. A quarterly dividend payment was declared on the Company's Fixed Rate Cumulative Mandatorily Convertible Preferred Stock, Series F- 2, of approximately $257 million. This preferred stock was issued to the U.S. Department of the Treasury on Dec. 30, 2009. A quarterly dividend payment was also declared on the Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series G. The dividend totals approximately $45 million, and is payable to shareholders of record as of Nov. 1, 2010. This series of preferred stock was issued to investors in connection with the company's private exchange and cash tender offers, which were completed in December 2008. About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The Company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. With more than $176 billion in assets as of June 30, 2010, Ally operates as a bank holding company. Ally's balance sheet at June 30, 2010, showed $176.802 billion in total assets and $156.029 billion in total liabilities. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3% stake. Private equity firm Cerberus Capital Management LP keeps 14.9%, while General Motors Co. owns 6.7%. The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc. to advise on a range of issues, including strategic alternatives for the mortgage business and repayment of taxpayer funds. Ally Financial carries "C" short term issuer credit ratings, and "B" long term issuer credit ratings, all with stable outlook, from Standard & Poor's. It has a "B3" issuer rating, with stable outlook, from Moody's. It has a "B" issuer default rating, with positive outlook, from Fitch. ALTIMA RESOURCES: Huntington Extends Forbearance to Feb. 16 ----------------------------------------------------------- Altima Resources Ltd. (CA:ARH) (frankfurt:AKC) said Huntington National Bank has agreed to an Amendment to the Forbearance Agreement with the Company's wholly owned subsidiary, Unbridled Energy Corp. The Bank has agreed to extend the maturity date of the outstanding bank loan to February 16, 2011, and to forbear from taking any further action until at least February 16, 2011. The original loan of US$3,607,500 was acquired as part of the acquisition of Unbridled Energy Corp. in February 2010. The Company has paid approximately US$3,000,000 towards the loan, leaving the current principal balance at US$654,973. Based in Vancouver, British Columbia, in Canada, Altima Resources Ltd. -- http://www.altimaresources.com/-- is a junior energy company engaged in the exploration and development of petroleum and natural gas in Western Canada. AMERICAN INT'L: Said to Raise $17.8BB in HK IPO of AIA Unit ----------------------------------------------------------- Cathy Chan and Bei Hu, writing for Bloomberg News, report that three people with knowledge of the matter said American International Group Inc. raised about HK$138.3 billion ($17.8 billion) selling shares in its main Asian unit, AIA Group Ltd., in the largest initial public offering in Hong Kong/ The sources, who declined to be identified before an official statement, told Bloomberg News AIG sold the minimum 5.86 billion existing shares in AIA that it planned to offer, or a 49% stake, at HK$19.68 apiece. AIG also exercised an "upsize" option to sell 1.17 billion more shares at the same price, increasing the stake it sold to 58%, the people said. According to Bloomberg, AIG Chief Executive Officer Robert Benmosche, 66, has said that the company would be "well within striking distance" of repaying the Federal Reserve after divesting AIA and another non-U.S. unit, American Life Insurance Co. 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. AMR CORP: Fitch Gives Positive Outlook -------------------------------------- The credit quality and ratings outlook for the largest U.S. airlines remains positive this fall, according to Fitch Ratings' latest 'Airline Credit Navigator' report. More than a year into the cyclical demand recovery that began to drive improved operating results late in 2009, U.S. airlines are again poised to report solid operating and credit quality trends as third quarter 2010 (3Q'10) results roll out this month. Despite ever-present risks of external demand shocks and rising fuel costs, the largest carriers continue to report progress in their efforts to reduce leverage, generate strong free cash flow and bolster liquidity. 'Since M&A activity has picked up substantially with the United Airlines-Continental Airlines merger and Southwest Airlines' bid to acquire AirTran Holdings, there should be a more sustainable capacity growth path that will allow the U.S. industry to counter inevitable demand and fuel price shocks more resiliently through the next cycle,' said Bill Warlick, Senior Director at Fitch. According to the report, progress toward leverage reduction and more consistent cash flow generation has been significant over the last year, and all of the large carriers now have sufficient liquidity to fund upcoming cash obligations comfortably, absent a large external demand or fuel price shock. With the United- Continental merger now closed and the Southwest-AirTran deal expected to be approved, the industry has now consolidated dramatically from a position of fragmentation and persistent overcapacity just five years ago. Fitch says investors should be focused on any outlook language that points to an erosion of full-fare booking trends for the remainder of the year during the airlines' 3Q'10 earnings calls. More difficult revenue per available seat mile comparisons will inevitably reduce unit revenue growth moving into 2011, but Fitch continues to believe that modest industry revenue growth can be supported next year, mainly through diminished but still material gains in passenger yields. Assuming relatively stable fuel prices over the next year, most of the large U.S. carriers are well placed to report positive FCF, allowing them to direct more cash toward debt reduction and continuing the process of balance sheet repair at a point in the economic cycle when credit quality improvement is essential. Fitch's U.S. Airlines Ratings: -- United Continental Holdings, Inc.: IDR 'B-'; Positive Outlook -- Delta Air Lines, Inc.: IDR 'B-'; Stable Outlook -- AMR Corp./American Airlines, Inc.: IDR 'CCC' -- US Airways Group, Inc.: IDR 'CCC' -- Southwest Airlines Co.: IDR 'BBB'; Stable Outlook -- JetBlue Airways Corp.: IDR 'B-'; Stable Outlook AMTRUST FINANCIAL: Seeks Exclusivity Extension; Draft Plan Formed ----------------------------------------------------------------- BankruptcyData.com reports that AmTrust Financial and its units are asking the U.S. Bankruptcy Court for an extension until November 30, 2010 of their exclusive period to propose a Chapter 11 plan and an extension until January 28, 2011, of the exclusive period to solicit acceptances of the plan. According to the report, in their motion for a fourth extension, the Debtors explained that they have had a number of discussions regarding the development of a plan of reorganization the Official Committee of Unsecured Creditors and the holders of the 11.78% senior notes due October 20, 2012. These discussions have addressed possible plan formulation notwithstanding the pendency of the litigation involving the Federal Deposit Insurance Corp. and have yielded a draft plan of reorganization that has been distributed for comment to the Noteholders and Committee. The Debtors received written comments on the draft plan from the Noteholders on October 19, 2010. The Debtors are also in the process of considering certain issues raised by the Committee. The Debtors, according to BData, say a 30-day plan exclusivity extension will afford the parties a better opportunity to craft a consensual plan of reorganization for these chapter 11 cases. About AmTrust Financial AmTrust Financial Corp (PINK:AFNL) was the owner of the AmTrust Bank. AmTrust was the seventh-largest holder of deposits in South Florida, with $4.7 billion in deposits and 21 branches. In November 2008, the Office of Thrift Supervision issued a cease and desist order requiring AmTrust to improve its capital ratios. AmTrust Financial, together with affiliates that include AmTrust Management Inc., filed for Chapter 11 bankruptcy protection on November 30, 2009 (Bankr. N.D. Ohio Case No. 09-21323). G. Christopher Meyer, Esq., and Sherri Lynn Dahl, Esq., at Squire Sanders & Dempsey L.L.P., assist the Debtors in their restructuring effort. Kurtzman Carson Consultants serves as claims and notice agent. Attorneys at Hahn Loeser & Parks LLP serve as counsel to the Official Committee of Unsecured Creditors. AmTrust Management estimated $100 million to $500 million in assets and liabilities in its Chapter 11 petition. AmTrust Bank was not part of the Chapter 11 filings. On Dec. 4, 2009, AmTrust Bank was closed by regulators, and the Federal Deposit Insurance Corporation was named receiver. New York Community Bank, Westbury, New York, assumed all of the deposits of AmTrust Bank, pursuant to a deal with the FDIC. ANTIETAM FUNDING: Files for Chapter 11 in Connecticut ----------------------------------------------------- Antietam Funding LLC sought Chapter 11 bankruptcy protection (Bankr. D. Conn. 10-52523) on October 20. Antietam Funding LLC estimated assets of $50 million to $100 million and debts of $100 million to $500 million. Bloomberg News reports that Antietam said its primary asset is a portfolio of life insurance investments. "Their sole business is to lend monies to finance payments of insurance premiums and, in the event the borrowers fail to repay the loans, to foreclose on and own the underlying policies," lawyers for Antietam wrote. Antietam, a subsidiary of hedge fund SageCrest II LLC that filed for bankruptcy in 2008, seeks to have its Chapter 11 jointly administered with that of SageCrest. About SageCrest II LLC SageCrest II, LLC, is part of a group of funds that was formed to address the financial needs of companies which, due to the consolidation of the banking and specialty finance sectors, had been shut off from traditional sources of capital. SC II and its affiliates conduct business chiefly through two lines of business: structured finance and real estate investment and development. In their structured finance business, SC II and its units have made loans to borrowers primarily in five areas: specialty finance; life insurance-related products; corporate; mortgage and real estate products; and specialty auto finance. For real estate investment and development, the debtors have made loans or investments in the areas of hospitality, mixed use, multi-family, and commercial. SC II and its affiliates have typically provided senior secured, asset-based loans and related products to small- sized and medium-sized businesses that have a significant asset base and are overlooked by many lenders in the mainstream capital markets. They have also provided junior or subordinated secured financing. Greenwich, Connecticut-based SageCrest Financial, LLC is managed by Windmill Management LLC. SageCrest and its affiliates provided secured loans to small and midsized business, specializing in life-insurance products, real estate finance and auto finance. SageCrest Financial and SageCrest II LLC filed chapter 11 petitions on August 17, 2008 (Bankr. Conn. Case Nos. 08-50755 and 08-50754), and filings by SageCrest Holdings Limited (Bankr. D. Conn. Case No. 08-50763) and SageCrest Dixon, Inc. (Bankr. D. Conn. Case No. 08-50844), followed. James Berman, Esq., at Zeisler and Zeisler P.C., represents the Debtors in their restructuring efforts. The Debtors estimate their assets at $100 million to $500 million. By orders dated August 27, 2008, and October 30, 2008, the court approved the joint administration of SC II's case with that of SageCrest Finance, LLC, SageCrest Holdings Limited, and SageCrest Dixon, Inc., for administrative purposes. On October 7, 2008, the United States Trustee appointed a committee of equity security holders, including in its membership defendants Topwater Exclusive Fund III, LLC, and Wood Creek Multi-Asset Fund, LP. The Equity Committee is comprised of former investors in SC II with all committee members claiming they redeemed their investments in that debtor. Asserting they are creditors -- and not equity holders -- of SC II, both Topwater and Wood Creek resigned from the Equity Committee. ANTIETAM FUNDING: Case Summary & Largest Unsecured Creditor ----------------------------------------------------------- Debtor: Antietam Funding, LLC Three Pickwick Plaza, Suite 400 Greenwich, CT 06830 Bankruptcy Case No.: 10-52523 Chapter 11 Petition Date: October 19, 2010 Court: U.S. Bankruptcy Court District of Connecticut (Bridgeport) Judge: Alan H.W. Shiff Debtor's Counsel: Douglas J. Buncher, Esq. NELIGAN FOLEY LLP 325 N. St. Paul, Suite 3600 Dallas, TX 75201 Tel: (214) 840-5300 Fax: (214) 840-5301 E-mail: dbuncher@neliganlaw.com Estimated Assets: $50,000,001 to $100,000,000 Estimated Debts: $100,000,001 to $500,000,000 The petition was signed by Ralph H. Harrison, III, manager of sole member, SageCrest II, LLC. Debtor-affiliates that filed separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- Il Lugano, LLC 08-50811 08/29/08 SageCrest Dixon Inc. 08-50844 09/11/08 SageCrest Finance LLC 08-50755 08/17/08 SageCrest II, LLC 08-50754 08/17/08 Antietam's Largest Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ AllSettled Partners -- $682,306 60 Long Ridge Road, Suite 205 Stamford, CT 06902 AWAL BANK: Bahrain Lender Files for Chapter 11 in New York ---------------------------------------------------------- Awal Bank BSC filed a chapter 11 petition (Bankr. S.D.N.Y. Case No. 10-15518) in Manhattan, New York on October 21. The Debtor estimated $50 million to $100 million and debts in excess of $1 billion as of the petition date. Edvard Pettersson at Bloomberg News relates that Awal Bank is a Bahrain lender owned by Saudi Arabian Saad Group. Awal Bank was taken into administration by Bahrain's central bank in July 2009 after defaulting on loans. U.S. lawyers for the bank said last year that under Bahrain law, Awal's administrator had two years to decide if the bank should liquidate or be returned to management and shareholders. Stewart Hey of Charles Russell LLP, as external administrator of Awal Bank BSC of Bahrain, made a voluntary petition under Chapter 15 for the bank in the U.S. Bankruptcy Court (Bankr. S.D.N.Y. Case No. 09-15923) on Sept. 30, 2009, after the Central Bank of Bahrain placed the bank in administration on July 30, 2009. Earlier this year, the bank began experiencing a liquidity squeeze, brought on in part, by the global economic crisis. The bank has ceased to operate as a going concern since it was place into administration. In the Chapter 15 petition, the bank estimated both assets and debts at more than $1 billion. Based in Bahrain Awal Bank BSC was principally an investment company that provide wholesale banking services in Bahrain including the acceptance of deposits and the making of loans. According to Bloomberg, Saudi banks tightened lending after Saad Group, owned by billionaire Maan al-Sanea, and another Saudi conglomerate, Ahmad Hamad Al-Gosaibi & Brothers Co., defaulted on loans last year, triggering court battles around the globe. Bloomberg relates that Saad Group began building sewage and storm- water systems in Jeddah in western Saudi Arabia and later expanded into real estate, health care and banking, including taking a stake in HSBC Holdings Plc. AWAL BANK: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Awal Bank, BSC The Manama Centre Government Avenue P.O. Box 1735 Kingdom of Bahrain Bankruptcy Case No.: 10-15518 Type of Business: Awal Bank BSC is principally an investment company that provide wholesale banking services in Bahrain including the acceptance of deposits and the making of loans. Chapter 11 Petition Date: October 21, 2010 Bankruptcy Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Bankruptcy Judge: Allan L. Gropper Debtor's Counsel: David Molton, Esq. Brown Rudnick LLP 7 Times Square Times Square Tower New York, NY 10036 Tel.: (212) 209-4800 Fax : (212) 209-4801 Email: dmolton@brownrudnick.com Estimated Assets: $50 million to $100 million Estimated Debts : More Than $1 billion The petition was signed by Stewart Hey, in his capacity as representative of Charles Russell, LLP, London, as External Administrator of Awal Bank, BSC, and not in his personal capacity. Awal Bank's List of 20 Largest Unsecured Creditors: Entity/Person Nature of Claim Claim Amount ------------- --------------- ------------ Abu Dhabi Commercial Bank Unknown PO Box 929 Abu Dhabi United Arab Emirates Abu Dhabi Islamic Bank Unknown PO Box 313 Abu Dhabi United Arab Emirates Al Gosaibi Money Exchange Unknown PO Box 106 Al Khobar 31952 Saudi Arabia Bank of Montreal Unknown Bayerische Hypo-und Unknown Vereinsbank AG Bayerische Landesbank/ Unknown Bayern LB Boubyan Bank Unknown Calyon Corporate & Investment Unknown Commercial Bank of Kuwait Unknown Commercial Bank of Qatar Unknown Commerzbank AG formerly Unknown Dresdner Bank Commonwealth Bank of Australia Unknown Fortis Bank Unknown Gulf International Bank Unknown HSBC, Australia Unknown HSBC, New York Unknown HSH Nordbank AG Unknown JP Morgan Unknown Kuwait Finance House Unknown The International Banking Unknown Corp. BIG BEND: Case Summary & 6 Largest Unsecured Creditors ------------------------------------------------------ Debtor: Big Bend Investment Group of Florida, LLC Attn: Gautham Sampath, Manager 8356 Golden Praire Dr. Tampa, FL 33647 Bankruptcy Case No.: 10-24981 Chapter 11 Petition Date: October 18, 2010 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: Catherine Peek McEwen Debtor's Counsel: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 115 N. MacDill Avenue Tampa, FL 33609-1521 Tel: (813) 877-4669 Fax: (813) 877-5543 E-mail: Buddy@tampaesq.com Scheduled Assets: $3,000,000 Scheduled Debts: $2,858,000 A list of the Company's six largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-24981.pdf The petition was signed by Gautham Sampath, manager. BLUEWATER HLD: Case Summary & 19 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Bluewater Hld Corp. 60 Kendrick St Needham, MA 02494 Bankruptcy Case No.: 10-21384 Chapter 11 Petition Date: October 19, 2010 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Henry J. Boroff Debtor's Counsel: Philip C. Silverman, Esq. ANDERSON AQUINO LLP 240 Lewis Wharf Boston, MA 02110 Tel: (617) 723-3600 Fax: (617) 723-3699 E-mail: psilverman@andersonaquino.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 19 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mab10-21384.pdf The petition was signed by Igor Popov, chief executive officer. BRITTANY PLACE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Brittany Place Associates LLC fdba Brittany Place Associates Limited Partnership 2812 Erwin Road, Suite 305 Durham, NC 27705 Bankruptcy Case No.: 10-08533 Chapter 11 Petition Date: October 18, 2010 Court: U.S. Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Stephani W. Humrickhouse Debtor's Counsel: William P. Janvier, Esq. JANVIER LAW FIRM, PLLC 1101 Haynes Street, Suite 102 Raleigh, NC 27604 Tel: (919) 582-2323 Fax: (919) 582-2301 E-mail: bill@janvierlaw.com Scheduled Assets: $102,646 Scheduled Debts: $7,496,878 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nceb10-08533.pdf The petition was signed by Robinson O. Everett, Jr. C&D TECHNOLOGIES: To Pursue Ch. 11 if Debt-to-Equity Swap Fails --------------------------------------------------------------- C&D Technologies, Inc. disclosed that as part of its restructuring plan it has commenced an offer to exchange all of its outstanding 5.25% Convertible Senior Notes due 2025 and 5.50% Convertible Senior Notes due 2026 for up to 95% of shares of the Company's common stock. The consummation of the exchange offer is conditioned upon, among other things, at least 95% of the aggregate principal amount of the Notes being tendered and not withdrawn and the holders of Common Stock approving the exchange offer and an amendment to the Company's certificate of incorporation authorizing an increase in the number of shares of Common Stock. If all of the Notes are exchanged, the participating noteholders will receive their pro rata share of 95% of the issued and outstanding Common Stock of the Company immediately following completion of the exchange offer, and the existing holders of Common Stock will retain 5% of the issued and outstanding Common Stock of the Company, in each case subject to dilution due to securities issued under the Company's management incentive plans. In connection with the exchange offer, the Company filed with the U.S. Securities and Exchange Commission a registration statement on Form S-4, a tender offer statement on Schedule TO and related documents and materials. The exchange offer is an out-of-court method of restructuring the Company's indebtedness to address imminent debt repayment obligations and liquidity issues. If the exchange offer is unsuccessful, as a result of a failure to satisfy the Minimum Tender Condition or otherwise, the Company will be unable to repay its current indebtedness from cash on hand or other assets. Therefore, the Company is simultaneously soliciting holders of the Notes and the existing holders of Common Stock to approve a prepackaged plan of reorganization as an alternative to the exchange offer. If the restructuring is accomplished through the prepackaged plan of reorganization, 100% of the Notes, plus all accrued and unpaid interest, will be cancelled, and holders of Notes will receive their pro rata share of either (i) 95% of the common stock of the Company issued under the prepackaged plan (the "New Common Stock"), if the Shareholder Exchange Consent is obtained or (ii) 97.5% of the New Common Stock, subject to dilution by any issuance made pursuant to certain shareholder warrants to purchase 5.0% of the Common Stock (the "Shareholder Warrants"), if the Shareholder Exchange Consent is not obtained. If the restructuring is accomplished through the prepackaged plan of reorganization, 100% of the Common Stock will be cancelled, and holders of Common Stock will receive their pro rata share of either (i) 5% of the New Common Stock, if the Company's stockholders approve the Shareholder Exchange Consent or (ii) (x) 2.5% of the New Common Stock and (y) Shareholder Warrants, if the Company's stockholders do not approve the Shareholder Exchange Consent. Pursuant and subject to the terms of a restructuring support agreement that the Company entered into with two entities that currently hold approximately 62% of the Notes, such entities agreed to tender their Notes in the exchange offer and vote to accept the prepackaged plan of reorganization. The Exchange Offer Pursuant and subject to the terms of the exchange offer, in exchange for each $1,000 of principal amount of Notes validly tendered and accepted by us, holders of Notes will receive approximately 3,961.252 shares of our Common Stock upon consummation of the exchange offer. The exchange offer is scheduled to expire at 11:59 p.m., Eastern Time, on the later of November 18, 2010, and ten business days following the effective date of the Registration Statement unless extended by the Company. Tendered Notes may be validly withdrawn at any time prior to the expiration time. The Registration Statement has not yet become effective and the Notes may not be exchanged nor may offers to exchange be accepted prior to the time the Registration Statement becomes effective. This news release shall not constitute an offer to exchange, or the solicitation of an offer to exchange, nor shall there be any exchange of such securities in any state in which such offer, exchange, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Holders of Notes are strongly advised to read the Registration Statement, tender offer statement, and other related documents because these documents contain important information. The Prepackaged Plan of Reorganization If the Minimum Tender Condition is not satisfied or if the Shareholder Exchange Consent is not obtained, but a sufficient number of holders and Notes and holders of a requisite principal amount of Notes vote to accept the prepackaged plan of reorganization, then the Company will pursue an in-court restructuring. If confirmed, the prepackaged plan of reorganization would have principally the same effect as if 100% of the holders of Notes had tendered their notes in the exchange offer. To confirm the prepackaged plan of reorganization without invoking the "cram-down" provisions of the Bankruptcy Code, holders of Notes representing at least two-thirds in amount and more than one-half in number of those who vote and holders of at least two-thirds in number of outstanding common Stock who vote must vote to accept the plan. Other Matters The Company does not anticipate any interruption in its operations during the restructuring regardless of whether the Company conducts the restructuring pursuant to the exchange offer or the prepackaged plan. The Company expects to move quickly through the reorganization process with the same commitment to quality, consistency and customer service that has been its hallmark for more than 100 years. Under the proposed restructuring plan, the Company will continue to manufacture its products and service its customers in the normal course. All vendors and suppliers will continue to be paid in full under normal terms. The proposed prepackaged plan of reorganization provides for all creditor classes, including general unsecured creditors, to be "unimpaired" - i.e., to be paid in full for all valid, outstanding claims upon consummation of the prepackaged plan of reorganization to the extent they have not been paid previously. Implementation of the transactions contemplated by the restructuring plan are dependent on a number of factors and approvals, however, and there can be no assurance that the treatment of creditors outlined above will not change significantly. About C&D Technologies Based in Blue Bell, Pennsylvania, C&D Technologies, Inc. (NYSE: CHP) -- http://www.cdtechno.com/-- 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. The Company's balance sheet at July 31, 2010, showed $239.4 million in assets, $251.1 million in total liabilities, and a stockholders' deficit of $11.7 million. The Company says that its cumulative losses, substantial indebtedness and likely future inability to comply with certain covenants in the agreements governing its indebtedness, including among others, covenants related to continued listing on a national automated stock exchange and future EBITDA requirements, and in addition, its current current liquidity situation, raise substantial doubt as to its ability to continue as a going concern for a period longer than 12 months from July 31, 2010. On September 14, 2010, the Company entered into a restructuring support agreement with two convertible noteholders who together hold approximately 56% of the aggregate principal amount of the 2005 Notes and the 2006 Notes. The supporting noteholders have agreed to a proposed restructuring of the 2005 Notes and the 2006 Notes which will be effected through (i) an offer to exchange the outstanding 2005 Notes and 2006 Notes for up to 95% of the Company's common stock, or (ii) a prepackaged plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code. The Company has agreed to solicit votes from the Company's stockholders and the holders of the Notes to accept the prepackaged plan concurrently with the exchange offer. The Company also continues to be engaged in active discussions with lenders under its Credit Facility regarding a restructuring of its capital structure. CASCADE FINANCIAL: Says Balance Sheet Restructuring Completed ------------------------------------------------------------- Cascade Financial Corporation, the parent company of Cascade Bank, has successfully completed a series of balance sheet restructuring transactions which will immediately put the Company and the Bank in an improved financial position including increased capital ratios and increased net interest margin. The transactions included the restructuring of the Company's securities portfolio, prepayment and/or modification of the Company's Federal Home Loan Bank (FHLB) advances, and the purchase of interest rate caps to hedge against rising rates. "In this persistently low interest rate environment there was a sizeable amount of negative drag on our balance sheet driven in large part by high cost borrowings. Stronger deposit growth and a reduction in the real estate construction loan portfolio over the past few quarters led to increased on-balance sheet liquidity which provided us the opportunity to pursue this deleveraging strategy," stated Carol K. Nelson, President and CEO. "We were able to monetize gains in our securities portfolio to offset the cost of prepaying the FHLB borrowings. The end result will shrink the balance sheet, improve our capital ratios, reduce interest expense, improve our net interest margin and have a minimal impact on shareholders' equity. These restructuring transactions, which commenced late in the third quarter and were completed early in the fourth quarter, are part of the Company's overall business plan to strengthen its financial condition going forward." In addition to restructuring the securities portfolio to monetize gains, the Company prepaid $80 million in FHLB advances to shrink the balance sheet, restructured $159 million of fixed rate FHLB advances into lower cost floating rate advances to reduce current interest expense, and purchased interest rate caps in a like amount to limit exposure to rising interest rates while preserving the income benefits from this restructuring. Details of the transactions include the following: -- The Company used low-yielding interest-earning deposits at the Federal Reserve Bank to prepay $80 million of FHLB advances at an average rate of 3.75%, incurring approximately $4.8 million in prepayment penalties -- The Company offset the prepayment penalties with approximately $5.0 million in gains from the sale of investment securities. In total, the Company sold approximately $252 million in securities with a weighted average book yield of 2.0% -- The Company reinvested substantially all of the proceeds from the securities sale into new securities with a 0% to 20% risk-weight at an average yield of 2.4% -- The Company restructured $159 million of long-maturity FHLB "option" advances, callable quarterly as rates rise, into floating-rate, option-free borrowings, reducing the current average rate on the advances by 1.38% -- The Company purchased a series of interest rate caps totaling $159 million in notional amount to manage interest rate risk going forward. These caps were designed to protect both net interest margin and shareholder equity from potential future rising interest rates. The transactions leave the Company with continued high levels of on-balance sheet liquidity, and bring the Company's interest rate risk position from highly asset-sensitive closer to a neutral position towards interest rates. Approximately $1.1 million of the securities gains were recognized in the third quarter of 2010 and Cascade expects to recognize approximately $3.9 million in the fourth quarter of 2010 due to the timing of the transactions. All of the approximately $4.8 million in prepayment penalty from the retirement of FHLB borrowings will be recognized in the fourth quarter of 2010. In addition to the restructuring transactions, the Company is proactively taking steps to improve its net interest margin and capitalization by allowing additional non-core funding to run off, further shrinking the balance sheet and removing negative carry, as well as other potential strategies to further reduce funding costs. "This remains a highly challenging operating environment for community banks," added Nelson. "This strategy has allowed us to improve our net interest margin and capital position, and reduced our reliance on non-core funding while maintaining a prudent interest rate risk profile, all of which are critical goals for the Company." As previously announced, under a Consent Order with the FDIC and Washington State DFI, effective July 21, 2010, Cascade Bank's regulators have directed Cascade Bank to increase its overall capital levels and, in particular, are requiring Cascade Bank to increase its Tier 1 leverage capital to 10% of the Bank's total assets and total risk based capital to 12% of the Bank's risk weighted assets by November 18, 2010. The Company's ability to raise additional capital will depend on conditions in the capital markets at that time, which are outside its control, and on the Company's financial performance. Sandler O'Neill + Partners, L.P. served as advisor to Cascade Financial in developing and implementing the balance sheet restructuring strategies. About Cascade Financial Established in 1916, Cascade Bank, the only operating subsidiary of Cascade Financial Corporation, is a state chartered commercial bank headquartered in Everett, Washington. Cascade Bank maintains an "Outstanding" CRA rating and has proudly served the Puget Sound region for over 90 years. Cascade Bank operates 22 full service branches in Everett, Lynnwood, Marysville, Mukilteo, Shoreline, Smokey Point, Issaquah, Clearview, Woodinville, Lake Stevens, Bellevue, Snohomish, North Bend, Burlington and Edmonds. CELLO ENERGY: Files for Bankruptcy Following Civil Judgment ----------------------------------------------------------- Cello Energy LLC filed for Chapter 11 protection (Bankr. S.D. Ala. Case No. 10-04877) on October 19, 2010, in Mobile, Alabama. It estimated assets of less than $50,000 and liabilities of $10 million to $50 million. Carla Main at Bloomberg News reports that the largest of the unsecured creditors is Parsons & Whittemore Enterprises Corp., which is owed $10.4 million. Rye, New York-based Parsons & Whittemore Enterprises obtained a certificate of judgment Sept. 29 in the U.S. District Court in Mobile for $10.4 million against Cello Energy in a lawsuit it brought against the energy company in 2007. Parsons & Whitmore Enterprises sued Cello Energy over an investment it made "for the exclusive right to participate" with Cello Energy "in the commercial development of technology that allows the production of synthetic fuels from cellulosic and polymer-based material," according to the complaint. The civil case is Parsons & Whittemore Enterprises Corp. v. Cello Energy LLC, 07-00743 (S.D. Ala.). A meeting of creditors in the bankruptcy case is scheduled for Nov. 23 at the bankruptcy courthouse in Mobile. Marcus E. McDowell, Esq. -- mmcdowell@wbblaw.com -- in Bay Minette, Alabama, serves as counsel to the Debtor. CELLO ENERGY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Cello Energy, LLC P.O. Box 39 Daphne, AL 36526 Bankruptcy Case No.: 10-04877 Chapter 11 Petition Date: October 19, 2010 Court: U.S. Bankruptcy Court Southern District of Alabama (Mobile) Debtor's Counsel: Marcus E. McDowell, Esq. P.O. Box 400 Bay Minette, AL 36507 Tel: (251) 937-7024 Fax: (251) 937-6190 E-mail: mmcdowell@wbblaw.com Estimated Assets: $0 to $50,000 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/alsb10-04877.pdf The petition was signed by Jack W. Boykin. CHINA INSONLINE: Gets Letter From Nasdaq on Continued Listing ------------------------------------------------------------- China INSOnline Corp. received a letter from Nasdaq regarding its continued listing status, also provided an update on the previously announced transaction with Dingneng Bio-Technology Co. Ltd. ("Dingneng"). On October 15, 2010, China INSOnline Corp. received a letter from Nasdaq Listing Qualifications indicating that based on the Company's disclosures included in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on October 13, 2010, which states that the Company ceased operations during the quarter ended June 30, 2010, the Nasdaq Staff has determined that the Company is a "public shell" and it is unknown what the Company's business will be in the future. Therefore, in accordance with Nasdaq Listing Rule 5101, the Nasdaq Staff is applying more stringent criteria than required for the continued listing on the Nasdaq Stock Market and is proposing that trading in the Company's common stock be suspended as of October 26, 2010 and delisted thereafter. On October 20, 2010, the Company presented a request for a written hearing to appeal the Nasdaq Staff's proposed actions. This request has stayed the suspension and delisting of the Company's common stock pending a decision. Additionally, Dingneng Bio-Technology Co. Ltd. has retained Maxim Group, a New York based investment banking, securities and investment management firm to represent Dingneng in the previously announced transaction to acquire common shares of CHIO through merger, direct exchange or any other form in one or a series of mutually agreed upon transactions. CHIO is currently working closely with Maxim and other professionals to proceed forward on such proposed transaction. About China INSOnline Corp. China INSOnline Corp. is a Delaware corporation that currently does not have any operations. During the quarter ended June 30, 2010, the Company began winding down and did not have any operating income. The weak economic market, which resulted in a significant decline in revenues of all areas of the Company's business, led to the Company's decision to wind down its operations. Prior to winding down, the Company acted as an Internet services and media company focused on the PRC insurance industry. CLST HOLDINGS: Posts $666,000 Net Loss in August 31 Quarter ----------------------------------------------------------- CLST Holdings, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $666,000 for the three months ended August 31, 2010, compared with a net loss of $1.2 million for the same period ended August 31, 2009. Revenues, which primarily consist of interest and other charges earned from the Company's receivable portfolios, were $1.3 million for the three months ended August 31, 2010, compared to $1.8 million for the same period in 2009. The Company's balance sheet at August 31, 2010, showed $39.6 million in total assets, $40.8 million in total liabilities, and a stockholders' deficit of $1.2 million. As reported in the Troubled Reporter on March 15, 2010, Whitley Penn LLP, in Dallas, Tex., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for the fiscal year ended November 30, 2009. The independent auditors noted that the Company has incurred net losses in the past two years, has a working capital deficit at November 30, 2009, is in default related to its CLST Asset I debt obligation as of November 30, 2009, and continues to incur significant general and administrative expenses related to its ongoing litigation. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?6ccb About CLST Holdings CLST Holdings, Inc. (OTC: CLHI) does not have significant operations. Previously, it operated as a distributor of wireless products and provider of distribution and value-added logistics services to the wireless communications industry, serving network operators, agents, resellers, dealers, and retailers with operations in the North American and Latin American Regions. The company was formerly known as CellStar Corporation and changed its name to CLST Holdings, Inc. in March 2007. CLST Holdings, Inc. was founded in 1981 and is based in Dallas, Texas. On March 26, 2010 the Company filed a certificate of dissolution with the Delaware Secretary of State which became effective on June 24, 2010. As a result of the effectiveness of the certificate of dissolution, the Company was dissolved and, except to the limited extent provided for by Delaware law, its corporate existence ceased. The corporation has three years to liquidate its assets, prosecute and defend suits, satisfy or provide for its liabilities, including contingent liabilities, to the extent of the corporation's assets, and distribute the net proceeds or the assets in kind, if any, to its stockholders. During this time period, the corporation must cease to carry on the business for which it was established, except as may be necessary or incidental to the winding up of the corporation's affairs. The Company expects that it could take a couple of years for the Company to complete its plan of dissolution and make final liquidating distributions to its stockholders. COLONIAL BANCGROUP: BofA Sues FDIC Over Taylor Bean Losses ---------------------------------------------------------- Karen Gullo, writing for Bloomberg News, reports that Bank of America Corp. sued the Federal Insurance Deposit Corp. (D. D.C. Case No. 10-01681) over $1.75 billion in investor losses stemming from an alleged fraud by Taylor Bean & Whitaker Mortgage Corp. Ms. Gullo reports that the FDIC has denied claims by BofA against Colonial Bank and another financial institution in receivership that bought fake mortgages from a Taylor Bean unit, Ocala Funding LLC, according to a complaint filed Oct. 1 in federal court in Washington. BofA was the trustee for notes issued by Ocala Funding, according to the complaint. According to the report, BofA said Ocala financed Taylor Bean's mortgages, issued debt and used the proceeds to buy the mortgages. Ocala then sold the notes to pay off the debt or buy additional mortgages, according to the compliant. BofA alleged that from 2000 to 2009, Taylor Bean and Colonial Bank schemed to steal from Taylor Bean's borrowing facilities to hide liquidity problems. About The Colonial BancGroup Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking subsidiary. Colonial Bank -- http://www.colonialbank.com/-- operated 354 branches in Florida, Alabama, Georgia, Nevada and Texas with over $26 billion in assets. On August 14, 2009, Colonial Bank was seized by regulators and the Federal Deposit Insurance Corporation was named receiver. The FDIC sold most of the assets to Branch Banking and Trust, Winston-Salem, North Carolina. BB&T acquired $22 billion in assets and assumed $20 billion in deposits of the Bank. The Colonial BancGroup filed for Chapter 11 bankruptcy protection (Bankr. M.D. Ala. Case No. 09-32303) on August 25, 2009. W. Clark Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV, Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Debtor in its restructuring effort. In its schedules, the Debtor disclosed $45 million in total assets and $380 million in total liabilities as of the Petition Date. About Taylor Bean Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala- based mortgage broker to become one of the largest mortgage bankers in the United States. In 2009, Taylor Bean was the country's third largest direct-endorsement lender of FHA-insured loans of the largest wholesale mortgage lenders and issuer of mortgage backed securities. It also managed a combined mortgage servicing portfolio of approximately $80 billion. The company employed more that 2,000 people in offices located throughout the United States. Taylor Bean filed for Chapter 11 bankruptcy protection August 24 (Bankr. M.D. Fla. Case No. 09-07047). Taylor Bean filed the Chapter 11 petition three weeks after federal investigators searched its offices. The day following the search, the Federal Housing Administration, Ginnie Mae and Freddie Mac prohibited the company from issuing new mortgages and terminated servicing rights. Taylor Bean estimated more than $1 billion in both assets and liabilities in its bankruptcy petition. Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA, in Tampa, Florida, represents the Debtor. Troutman Sanders LLP is special counsel. BMC Group, Inc., serves as claims agent. CONSOLIDATED HORTICULTURE: Gets Nod to Hire Epiq as Claims Agent ---------------------------------------------------------------- Consolidated Horticulture Group LLC, et al., sought and obtained authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Epiq Bankruptcy Solutions, Inc., as claims, noticing and balloting agent. Epiq will, among other things: a. transmit certain notices; b. receive, docket, scan, maintain and photocopy claims filed against the Debtors; c. assist the Debtors in the distribution of solicitation materials; and d. receive, review and tabulate ballots cast in accordance with voting procedures approved by the Court. The hourly rates of Epiq's personnel are: Clerk $40-$60 Case Manager (Level 1) $125-$175 IT Programming Consultant $140-$190 Case Manager (Level 2) $185-$220 Senior Case Manager $225-$275 Senior Consultant $295 A copy of the services agreement is available for free at: http://ResearchArchives.com/t/s?6ccc Daniel C. McElhinney, Epiq's executive director, assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Hines Nurseries Irvine, California-based Consolidated Horticulture Group LLC, doing business as Hines Nurseries LLC -- http://www.hineshorticulture.com/-- operates nursery facilities located in Arizona, California, Oregon and Texas. Through its affiliate, the company produces and distributes horticultural products. Black Diamond Capital Management LLC purchased Hines Nurseries Inc. in a bankruptcy sale in January 2009. The resulting reorganization plan, confirmed in January 2009, paid secured creditors in full on their $35.9 million in claims while providing as much as $12 million toward debt owing to suppliers both before and after the bankruptcy filing. The business bought by Black Diamond was renamed to Consolidated Horticulture. Consolidated Horticulture and its affiliates filed for Chapter 11 protection on October 12, 2010 (Bankr. D. Del. Lead Case No. 10-13308). Laura Davis Jones, Esq. and Timothy P. Cairns, Esq. at Pachulski Stang Ziehl & Jones LLP serve as Delaware counsel to the Debtors. Attorneys at Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., serve as bankruptcy counsel. The Debtors tapped Epiq Bankruptcy Solutions LLC as claims agent. Consolidated Horticulture estimated $100 million to $500 million in assets and $50 million to $100 million in debts in the Chapter 11 petition. CONSOLIDATED HORTICULTURE: Taps Jones Walker as Bankr. Counsel -------------------------------------------------------------- Consolidated Horticulture Group LLC, et al., ask for authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., as bankruptcy counsel in connection with the Debtors' Chapter 11 cases, nunc pro tunc to the Petition Date. The Debtors are also asking for the Court's permission to employ Pachulski Stang Ziehl & Jones LLP as Delaware counsel. Jones Walker doesn't maintain an office in the State of Delaware. To comply with Local Rule 9010-1(c), the Debtors are required to retain a Delaware counsel. The Debtors also seek to employ and retain PSZJ as their conflicts counsel in connection with the Debtors' Chapter 11 cases to handle matters that the Debtors may encounter that cannot be appropriately handled by Jones Walker because of a conflict of interest or alternatively, that can be more efficiently handled by PSZJ. Jones Walker will, among other things: a. advise and consult the Debtors on the conduct of the Chapter 11 cases, including all of the legal and administrative requirements of operating in Chapter 11; b. attend meetings and negotiate with representatives of creditors and other parties in interest; c. represent the Debtors in connection with obtaining postpetition financing; and d. advise the Debtors in connection with any potential Section 363 sale or sale of assets. The hourly rates of Jones Walker's personnel are: Associates $165-$250 Partners $275-$425 Elizabeth J. Futrell, Esq., a partner at Jones Walker, assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Hines Nurseries Irvine, California-based Consolidated Horticulture Group LLC, doing business as Hines Nurseries LLC -- http://www.hineshorticulture.com/-- operates nursery facilities located in Arizona, California, Oregon and Texas. Through its affiliate, the company produces and distributes horticultural products. Black Diamond Capital Management LLC purchased Hines Nurseries Inc. in a bankruptcy sale in January 2009. The resulting reorganization plan, confirmed in January 2009, paid secured creditors in full on their $35.9 million in claims while providing as much as $12 million toward debt owing to suppliers both before and after the bankruptcy filing. The business bought by Black Diamond was renamed to Consolidated Horticulture. Consolidated Horticulture and its affiliates filed for Chapter 11 protection on October 12, 2010 (Bankr. D. Del. Lead Case No. 10-13308). The Debtors tapped Epiq Bankruptcy Solutions LLC as claims agent. Consolidated Horticulture estimated $100 million to $500 million in assets and $50 million to $100 million in debts in the Chapter 11 petition. CONSOLIDATED HORTICULTURE: Wants Pachuiski as Delaware Counsel -------------------------------------------------------------- Consolidated Horticulture Group LLC and its debtor-affiliates ask for authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Pachuiski Stang Ziehl & Jones LLP as Delaware and conflicts counsel, nunc pro tunc to the Petition Date. The Debtors are also asking for the Court's permission to employ Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., as bankruptcy counsel. Jones Walker doesn't maintain an office in the State of Delaware. PSZ&J will, among other things: a. prepare applications, motions, answers, orders, reports, and other legal papers; b. appear in Court on behalf of the Debtors; c. prepare and pursue confirmation of a plan and approval of a disclosure statement; and d. perform other legal services for the Debtors that may be necessary and proper in these proceedings. The hourly rates of PSZ&J's personnel are: Laura Davis Jones $855 David M. Bertenthal $750 Joshua M. Fried $625 Timothy P. Cairns $450 Patricia E. Cuniff $225 Laura Davis Jones, Esq., at PSZ&J, assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Hines Nurseries Irvine, California-based Consolidated Horticulture Group LLC, doing business as Hines Nurseries LLC -- http://www.hineshorticulture.com/-- operates nursery facilities located in Arizona, California, Oregon and Texas. Through its affiliate, the company produces and distributes horticultural products. Black Diamond Capital Management LLC purchased Hines Nurseries Inc. in a bankruptcy sale in January 2009. The resulting reorganization plan, confirmed in January 2009, paid secured creditors in full on their $35.9 million in claims while providing as much as $12 million toward debt owing to suppliers both before and after the bankruptcy filing. The business bought by Black Diamond was renamed to Consolidated Horticulture. Consolidated Horticulture and its affiliates filed for Chapter 11 protection on October 12, 2010 (Bankr. D. Del. Lead Case No. 10-13308). Laura Davis Jones, Esq. and Timothy P. Cairns, Esq. at Pachulski Stang Ziehl & Jones LLP serve as Delaware counsel to the Debtors. Attorneys at Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., serve as bankruptcy counsel. The Debtors tapped Epiq Bankruptcy Solutions LLC as claims agent. Consolidated Horticulture estimated $100 million to $500 million in assets and $50 million to $100 million in debts in the Chapter 11 petition. COZUMEL CARIBE: Bankruptcy Court Approves Chapter 15 Petition ------------------------------------------------------------- Dow Jones' DBR Small Cap reports Cozumel Caribe SA won permission to proceed with its bankruptcy case in the U.S., despite earlier opposition to the move. According to the report, Judge Martin Glenn of the U.S. Bankruptcy Court in Manhattan Tuesday signed off on an order granting recognition of Cozumel Caribe's case under Chapter 15 of the bankruptcy code, the arm designed for foreign companies that have units or assets in the U.S. Cozumel Caribe initiated its Mexican insolvency proceedings this spring before filing its request for Chapter 15 protection in Manhattan in July. But, the report notes, its pursuit of recognition in the U.S. was met with roadblocks. First, the special servicer of $103 million in notes issued by Cozumel Caribe sought to block the bid, the report adds. About Cozumel Caribe Cozumel Caribe SA de CV, a Mexican provider of tourism services at a beachfront hotel in Cozumel, sought protection from creditors under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-13913) in Manhattan New York on July 20, 2010. Cozumel filed for Chapter 15 to seek recognition of its Mexican insolvency proceedings commenced a few months before the U.S. filing. Cozumel Caribe reported more than US$100 million in debts and assets of more than US$10 million in its bankruptcy petition. CRENSHAW HALL: Case Summary & 9 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Crenshaw Hall Properties LLC 2408 Trusty Trail Raleigh, NC 27615 Bankruptcy Case No.: 10-08526 Chapter 11 Petition Date: October 18, 2010 Court: U.S. Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Stephani W. Humrickhouse Debtor's Counsel: N. Hunter Wyche, Jr., Esq. WILSON & RATLEDGE PLLC 4600 Marriott Drive, Suite 400 Raleigh, NC 27612 Tel: (919) 787-7711 Fax: (919) 787-7710 E-mail: hwyche@wilsonandratledge.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/nceb10-08526.pdf The petition was signed by John Bennett, manager. CROSSROADS ENTERPRISES: Case Summary & Creditors List ----------------------------------------------------- Debtor: Crossroads Enterprises, Inc. P.O. Box 2549 Bentonville, AR 72712 Bankruptcy Case No.: 10-75464 Chapter 11 Petition Date: October 18, 2010 Court: U.S. Bankruptcy Court Western District of Arkansas (Fayetteville) Debtor's Counsel: Stanley V. Bond, Esq. ATTORNEY AT LAW P.O. Box 1893 Fayetteville, AR 72701-1893 Tel: (479) 444-0255 Fax: (479) 444-7141 E-mail: attybond@me.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/arwb10-75464.pdf The petition was signed by Barry Cooksey, president/CEO. CROWNBROOK DEBCO: Fifth Street Wants Dismissal of Bankruptcy Case ----------------------------------------------------------------- Fifth Street Finance Corp. is urging a judge to dismiss the bankruptcy case of Nicos Polymers Group, arguing that the company entered Chapter 11 as a "last-minute delay tactic" aimed at preventing the lender from holding a foreclosure auction, Dow Jones' DBR Small Cap reports. According to the report, Fifth Street said in court papers that it and one of its mezzanine funds are owed $20.3 million and that they are secured by all of Nicos's assets. Fifth Street had scheduled a foreclosure auction to take place Oct. 14 after spending years refraining from taking action after Nicos's "multiple, material, events of default." However, the report says, the auction was automatically halted when Nicos entered bankruptcy the day before. Fifth Street said that based on Nicos's financial projections, it sees no scenario in which the company could pay off what it owes the specialty finance company or $500,000 in general unsecured trade debt, the report adds. Crownbrook Debco, LLC, dba Nicos Polymers Group, filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-15345) on Oct. 13, 2010 in Manhattan. Samuel Jason Teele, Esq., at Lowenstein Sandler, P.C., in New Jersey, serves as counsel to the Debtor. The Debtor estimated assets of $1,000,001 to $10,000,000 and debts of $10,000,001 to $50,000,000 in its Chapter 11 petition. CUSTOM CABLE: Wins Nod to Sell Assets to ComVest Capital -------------------------------------------------------- Dow Jones' DBR Small Cap reports that ComVest Capital LLC has won the green light to purchase the assets of Custom Cable Industries Inc. Comvest Ltd. Inc. -- http://www.comvestltd.com/-- is a privately held firm involved in providing flexible and innovative tax-exempt financing solutions in the mid-Atlantic region. Founded in 1980, Custom Cable Industries, Inc. -- http://www.customcable.com/-- manufactures and installs audio, video and fiber-optic cables. Custom Cable filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 10-18478) on July 30, 2010. Michael P. Horan, Esq., and Stephanie C. Lieb, Esq., at Trenam Kemker Scharf Barkin Frye, serve as the Debtor's bankruptcy counsel. The Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in debts in the Chapter 11 petition. DN & DM: Voluntary Chapter 11 Case Summary ------------------------------------------ Debtor: DN & DM Holdings, LLC 42561 North Back Creek Way Anthem, AZ 85066 Bankruptcy Case No.: 10-33400 Chapter 11 Petition Date: October 18, 2010 Court: U.S. Bankruptcy Court District of Arizona (Phoenix) Judge: Charles G. Case, II Debtor's Counsel: Robert Lynn Larson, Esq. LARSON LAW OFFICE PLLC 207 N. Gilbert Road, #001 Gilbert, AZ 85234 Tel: (480) 459-6080 Fax: (480) 304-3150 E-mail: robert@robertlarsonlaw.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 Daniel Miller, member/manager/general partner. DOWNEY FINANCIAL: Adv. Proceeding Ordered for FDIC Refund Battle ---------------------------------------------------------------- Bankruptcy Law360 reports that a bankruptcy judge Wednesday ordered a trial to determine whether the Federal Deposit Insurance Corp. or the estate of Downey Financial Corp. owns a $370 million tax refund, the single biggest asset in the defunct lender's Chapter 7 case. Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware agreed with the FDIC that an adversary proceeding was the proper venue for the dispute, Law360 says. Downey Financial Corp. filed a Chapter 7 petition (Bankr. D. Del. 08-13041) on Nov. 25, 2008, after the Office of Thrift Supervision closed Downey Savings & Loan Association, F.A., on Nov. 21, 2008, and appointed the FDIC as receiver. Montague S. Claybrook serves as the Chapter 7 Trustee, and is represented by William H. Stassen, Esq., at Fox Rothschild LLP. DYNEGY INC: Board Asks Stockholders to Vote for Sale to Blackstone ------------------------------------------------------------------ Dynegy Inc. filed with the Securities and Exchange Commission an update to its investor presentation that clarifies certain misconceptions and contains additional important facts related to merger agreement with an affiliate of The Blackstone Group L.P., pursuant to which a Blackstone affiliate will acquire Dynegy for $4.50 in cash per share of Dynegy common stock. The Company said this update addresses, among other things: * The reasons why Dynegy is currently in no position to pay a dividend to stockholders, and how under no scenario as a public company would Dynegy's Board of Directors be able to sell substantial assets at current valuation levels and dividend the sale proceeds to stockholders; * The fact that Dynegy's Board carefully considered and decided not to pursue the sale of various asset packages on a stand- alone basis because it would have added significant additional financial and operating risk to Dynegy and its stockholders; * Analysis from independent sell-side analysts and rating agencies that provides support for the Dynegy Board's conclusion that the Blackstone transaction is the best alternative available to Dynegy's stockholders; * The fact that Dynegy's future financial position could be even worse than what has been forecasted, in light of deteriorating market conditions and other factors; and * The significant downside risk to Dynegy stockholders should the Blackstone transaction not be approved and completed. Dynegy's Board of Directors recommends stockholders vote for the merger agreement with Blackstone at November 17, 2010 Special Meeting of Stockholders. A full-text copy of the Investor Presentation is available for free at http://ResearchArchives.com/t/s?6cc3 About Dynegy Inc. Headquartered in Houston, Texas, DHI is an independent power producer that owns a portfolio of more than 12,000 MW electric generating assets. DHI is wholly-owned by Dynegy, Inc. Dynegy Inc. and Dynegy Holdings each has a 'B-' issuer default rating from Fitch. In October 2010, Moody's Investors Service lowered the ratings of Dynegy Holdings, including its Corporate Family Rating to Caa1 from B3 along with the ratings of various affiliates or parent company Dynegy Inc. The rating outlook for DHI and Dynegy remains negative. The rating action follows the expiration of the 40- day "go shop" period, increasing the probability that Dynegy will be acquired by an affiliate of The Blackstone Group L.P. in a transaction valued at approximately $4.7 billion, including the assumption of existing debt. EARTHRENEW CORP: Files for Protection from U.S. Creditors --------------------------------------------------------- EarthRenew Management General Partner Ltd. filed for protection from U.S. creditors under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 10-13366) on October 20 in Wilmington, Delaware. EarthRenew Management is a Canadian company providing corporate finance services to rural based businesses. Under Chapter 15 of the U.S. Bankruptcy Code, companies can block U.S. lawsuits while they reorganize in a foreign court. The Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million in the Chapter 15 petition. Affiliates of Calgary, Alberta-based EarthRenew also filed for Chapter 15, and the Debtors have requested joint administration of the cases. According to Bloomberg News, the bankrupt affiliates include EarthRenew IP Holdings LLC, EarthRenew Corp., EarthRenew Inc., EarthRenew Management LP, EarthRenew Operational Employee LP, and EarthRenew Strathmore General Partner Ltd. EARTHRENEW CORPORATION: Chapter 15 Case Summary ----------------------------------------------- Chapter 15 Petitioner: Robert J. Taylor Chapter 15 Debtor: EarthRenew Corporation aka EarthRenew Organics Ltd. 1925 18th Avenue N.E., Suite 201 Calgary, Alberta T2E 7T8 Canada Chapter 15 Case No.: 10-13364 Type of Business: The Debtor is an organic matter fertilizer company. Chapter 15 Petition Date: October 20, 2010 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Judge: Christopher S. Sontchi Debtor's Counsel: Michael R. Nestor, Esq. YOUNG CONAWAY STARGATT & TAYLOR The Brandywine Building 1000 West Street, 17th Floor P.O. Box 391 Wilmington, DE 19899 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: bankfilings@ycst.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Assets: $10,000,001 to $50,000,000 The Company did not file a list of creditors together with its petition. Debtor-affiliates filing separate Chapter 15 petitions: -- EarthRenew IP Holdings LLC -- EarthRenew, Inc. -- EarthRenew Management General Partner Ltd -- EarthRenew Management LP -- EarthRenew Operational Employee LP -- EarthRenew Solutions LP -- EarthRenew Strathmore 1 LP -- EarthRenew Strathmore General Partner Ltd. EARTHRENEW IP: Chapter 15 Case Summary -------------------------------------- Chapter 15 Petitioner: Robert J. Taylor Chapter 15 Debtor: EarthRenew IP Holdings LLC 3500 South Dupont Highway Dover, DE 19901 Chapter 15 Case No.: 10-13363 Chapter 15 Petition Date: October 20, 2010 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Judge: Christopher S. Sontchi Debtor's Counsel: Michael R. Nestor, Esq. Donald J. Bowman, Jr., Esq. YOUNG CONAWAY STARGATT & TAYLOR The Brandywine Building 1000 West Street, 17th Floor P.O. Box 391 Wilmington, DE 19899 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: bankfilings@ycst.com Estimated Assets: $500,001 to $1,000,000 Estimated Assets: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. Debtor-affiliates filing separate Chapter 15 petitions: -- EarthRenew Corporation -- EarthRenew IP Holdings LLC -- EarthRenew, Inc. -- EarthRenew Management General Partner Ltd -- EarthRenew Management LP -- EarthRenew Operational Employee LP -- EarthRenew Solutions LP -- EarthRenew Strathmore 1 LP -- EarthRenew Strathmore General Partner Ltd. EMISPHERE TECHNOLOGIES: Files Prospectus on Resale of 8MM Shares ---------------------------------------------------------------- Emisphere Technologies Inc. filed with the Securities and Exchange Commission a prospectus relating to the offer for sale by existing holders of its common stock of 8,140,496 shares of the Company's common stock, par value $0.01 per share, including 3,488,784 shares of common stock issuable upon exercise of the warrants held by the selling security holders. According to the Company, it is anticipated that the selling security holders will sell these shares of common stock from time to time in one or more transactions, in negotiated transactions or otherwise, at prevailing market prices or at prices otherwise negotiated. The Company will not receive any proceeds from the sales. The Company, however, will pay all fees and expenses incurred incident to the registration of the common stock, including SEC filing fees. Each selling security holder will be responsible for all costs and expenses in connection with the sale of their shares of common stock, including brokerage commissions or dealer discounts. The selling shareholders are Bai Ye Feng; Anson Investments Master Fund LP; Iroquois Master Fund, Ltd.; Hudson Bay Master Fund Ltd.; and Cranshire Capital, L.P.; Freestone Advantage Partners, LP. A copy of the prospectus dated October 13 is available at no charge at http://ResearchArchives.com/t/s?6cc9 About Emisphere Technologies Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc. (OTC BB: EMIS) -- http://www.emisphere.com/-- is a biopharmaceutical company that focuses on a unique and improved delivery of pharmaceutical compounds and nutritional supplements using its Eligen(R) Technology. The Eligen(R) Technology can be applied to the oral route of administration as well other delivery pathways, such as buccal, rectal, inhalation, intra-vaginal or transdermal. The Company's balance sheet at June 30, 2010, showed $3.11 million in total assets, $76.51 million in total liabilities, and a $73.41 million stockholders' deficit. Emisphere noted in an October 2010 filing with the Securities and Exchange Commission that since its inception in 1986, it has generated significant losses from operations. Emisphere anticipates it will continue to generate significant losses from operations for the foreseeable future, and that its business will require substantial additional investment that it has not yet secured. In its March 25, 2010 audit report on the Company's financial statements for the year ended December 31, 2009, McGladrey & Pullen, LLP, in New York, said there is substantial doubt about the Company's ability to continue as a going concern. The audit reports prepared by the Company's independent registered public accounting firms relating to its financial statements for the years ended December 31, 2007 and 2008, also included an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern. EMIVEST AEROSPACE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Emivest Aerospace Corporation fka Sino Swearingen Aircraft 1770 Skyplace Boulevard San Antonio, TX 78216 Bankruptcy Case No.: 10-13391 Chapter 11 Petition Date: October 20, 2010 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Debtor's Counsel: Daniel B. Butz, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N. Market Street, 18th Floor Wilmington, DE 19801 Tel: (302) 575-7348 Fax: (302) 658-3989 E-mail: dbutz@mnat.com Estimated Assets: $50,000,001 to $100,000,000 Estimated Debts: $50,000,001 to $100,000,000 The petition was signed by Anthony Power, chief executive officer. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Yao-Hwa Glass Co Ltd. Promissory Note $15,000,000 5th Floor, No. 10, Hengyang Road Taipei, Taiwan Fastenal Company Litigation $1,577,711 2001 Theurer Boulevard Winona, MN 55987 Texas State Comptroller Trade Debt - Sales $999,867 9514 Console Drive, Suite 102 Taxes San Antonio, TX 78229 European Avaiation Safety Agency Trade Debt - $928,961 Postfach 10 12 53 Certification of Cologne Germany 50452 SJ30-2 in Europe Blue Cross Blue Shield of Texas Trade Debt - Health $365,000 901 S. Central Expressway Insurance, Admin Richardson, TX 75080 Fees and Claims Department of Treasury Trade Debt - $298,836 Internal Revenue Service Payroll Taxes Ogden, UT 84201-0012 Bexar County Tax Assessor - Trade Debt $282,053 Collector P.O. Box 839950 San Antonio, TX 78283-3950 Berkeley County Sheriff Trade Debt - $263,290 400 W. Stephen Street Personal and Real Martinsburg, WV 25401 Property Taxes Security Air Park, Inc. Promissory Note $250,000 477 C-3A Sandau San Antonio, TX 78216 Israel Aerospace Industries Ltd Trade Debt - $197,752 Production Related C&F Tool and Die Co. Trade Debt - $160,648 Production Related Metalcraft Technologies, Inc. Trade Debt - $109,483 Production Related Triumph Structures - Wichita, Inc. Trade Debt - $104,516 Production Related Ametek Advanced Industries, Inc Trade Debt - $104,410 Production Related Ellis & Winters, LLP Trade Debt - Legal $102,531 Fees Texas Workforce Commission Trade Debt - $92,728 Unemployment Insurance Tax Ernst & Young LLP Trade Debt - Tax $90,057 Consulting Fees KPMG, LLP Trade Debt $85,000 Auditing Fees Derse, Inc Trade Debt - $84,495 Marketing Related Sargent Controls & Aerospace Trade Debt - $79,740 Production Related EQK BRIDGEVIEW: Asks for Court's OK to Use Cash Collateral ---------------------------------------------------------- EQK Bridgeview Plaza, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to use the cash collateral securing its obligations to prepetition lenders. As of the Petition Date, the Debtor was allegedly indebted to: (i) Grand Pacific Finance Corp. pursuant to a loan made to the Debtor by Grand Pacific on March 24, 2005, in the original principal amount of $7,197,000; (ii) Bank of America, N.A., as indenture trustee under the Indenture, dated November 30, 2006, between Hometown Commercial Trust 2006-1 and LaSalle Bank National Association, acting through its servicer Midland Loan Services, Inc., pursuant to a loan originally made to Transcontinental Brewery, Inc., by Hometown Commercial Capital, LLC, on October 13, 2006, in the original principal amount of $2,450,000; (iii) Branch Banking & Trust Company pursuant to a loan originally made to EQK Windmill Farms, LLC, a Nevada Corporation, by Colonial Bank, N.A., on November 17, 2006, in the original principal amount of $43,806,786; and (iv) Grand Pacific pursuant to a loan made to South Cochran Corporation by Grand Pacific on or about January 12, 2005, in the original principal amount of $3,750,000. Melissa S. Hayward, Esq., at Franklin Skierski Lovall Hayward LLP, explains that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. The Debtor will use the collateral pursuant to a budget, a copy of which is available for free at http://bankrupt.com/misc/EQK_budget.pdf According to the Debtor, each of the lenders' respective interests is adequately protected. Each lender, says the Debtor, is significantly oversecured, as the value of the real property serving as collateral for each respective Lender significantly exceeds the amount of the indebtedness. In exchange for using the cash collateral, the Debtor will provide each lender with a replacement lien on post-petition income to protect each lender to the extent of any diminution in value of its respective collateral. About EQK Bridgeview Plaza Dallas, Texas-based EQK Bridgeview Plaza, Inc., owns various real estate holdings in multiple states. Specifically, EQK Bridgeview owns the Bridgeview Plaza shopping center in La Crosse, Wisconsin; an office building and warehouse and approximately 12.07 acres of land behind the office building in Farmers Branch, Texas; approximately 2,928.441 acres of undeveloped land in Kaufman County, Texas; and the Dunes Plaza shopping center in Michigan City, Indiana. EQK Bridgeview filed for Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. N.D. Tex. Case No. 10-37054). Melissa S. Hayward, Esq., at Franklin Skierski Lovall Hayward LLP, assists EQK Bridgeview in its restructuring effort. According to its schedules, EQK Bridgeview disclosed $76,458,815 in total assets and $74,763,048 in total liabilities. ESCOM LLC: Selling Sex.com Domain to Clover for $13 Million ----------------------------------------------------------- Melanie Cohen, writing for Dow Jones' Daily Bankruptcy Review, reports that Escom LLC, owner of Sex.com, is seeking Judge Geraldine Mund's permission to sell the domain name to offshore holding company Clover Holdings Ltd. for $13 million. According to DBR, Escom wants the Court to sign off on the sale no later than October 27 because "it is imperative to the estate that this transaction close promptly." According to court documents, Clover's bid was the "highest and best" offer and is "in the best interests of the debtor's estate and all stakeholders." According to DBR, court papers show that domain marketplace Sedo brokered the sale, undertaking "an extensive and elaborate campaign" and conducting "lengthy discussion with many of these parties regarding the assets." In all, Sedo entertained about a dozen offers for Sex.com. Escom LLC was formed in 2006 to operate the Sex.com domain name, which was sold to it for $12 million by Match.com owner Gary Kremen, according to the Washington Post. Escom has been in default of millions of dollars in loans since January 2009. Three creditors filed an involuntary Chapter 11 petition on March 17 against Escom LLC (Bankr. C.D. Calif. Case No. 10-13001), seeking payment of more than $10 million. The petition halted foreclosure by secured creditor DOM Partners LLC, owed $4.5 million. The companies that filed the involuntary petition are controlled by an individual named Michael Mann, who was Escom's manager. According to Bloomberg, the bankruptcy court denied a motion by DOM to dismiss the petition as having been filed in bad faith. The judge also refused to allow DOM to continue foreclosure. Escom was officially ordered into bankruptcy on June 21, 2010. FANNIE MAE: Regulator Hires Quinn Emmanuel to Assist in Probe ------------------------------------------------------------- Nick Timiraos, writing for The Wall Street Journal, reports that the Federal Housing Finance Agency, as conservator for Fannie Mae and Freddie Mac, has hired Los Angeles-based Quinn Emanuel Urquhart & Sullivan LLP as the agency considers how to move forward with efforts to recoup billions of dollars on soured mortgage-backed securities purchased from banks and Wall Street firms. As reported by the Troubled Company Reporter on July 13, 2010, the FHFA issued 64 subpoenas to various entities, seeking documents related to private-label mortgage-backed securities in which the two Enterprises invested. The documents would enable the FHFA to determine whether PLS issuers and others are liable to the Enterprises for certain losses they have suffered on PLS. If so, the Conservator expects to recoup funds, which would be used to offset payments made to the Enterprises by the U.S. Treasury. The FHFA didn't disclose its targets. The Journal's Mr. Timiraos reported in July that the top private issuers of mortgage securities included Bear Stearns Cos. and Washington Mutual Inc., which were taken over by J.P. Morgan Chase & Co., as well as Countrywide Home Loans and Merrill Lynch, which were taken over by Bank of America Inc. Deutsche Bank AG and Morgan Stanley were also among the top issuers. All the banks declined to comment. FHFA is now working with Quinn Emanuel to coordinate its investigations. According to the Journal, the FHFA said in a statement it is analyzing requested information and that "no decisions for future action have been made." The Journal says Quinn Emanuel confirmed its hiring by the FHFA but declined to comment further. The Journal also reports that Bank of America Corp. on Tuesday acknowledged receiving a letter from investors alleging that the bank didn't properly service bond deals worth $47 billion. Investors include Freddie Mac and the Federal Reserve Bank of New York. Bank of America Chief Executive Brian Moynihan said the bank would "diligently fight this." According to the Journal, analysts said the FHFA's efforts could ultimately lead to a settlement that would avoid protracted legal battles. "There's going to be much more incentive to negotiate seriously and quickly than if they had done this seven months ago, when people were blithely ignoring the fraud," says William K. Black, a former federal bank regulator who is now an associate professor at the University of Missouri-Kansas City School of Law, the Journal relates. About Fannie Mae Federal National Mortgage Association, aka Fannie Mae, is a government-sponsored enterprise that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. Fannie Mae has been under conservatorship, with the Federal Housing Finance Agency acting as conservator, since September 6, 2008. As conservator, FHFA succeeded to all rights, titles, powers and privileges of the company, and of any shareholder, officer or director of the company with respect to the company and its assets. The conservator has since delegated specified authorities to Fannie Mae's Board of Directors and has delegated to management the authority to conduct day-to-day operations. The U.S. Department of the Treasury owns Fannie Mae's senior preferred stock and a warrant to purchase 79.9% of its common stock, and Treasury has made a commitment under a senior preferred stock purchase agreement to provide Fannie with funds under specified conditions to maintain a positive net worth. FIDELITY PROPERTIES: Has Until October 29 to File Chapter 11 Plan ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida extended until October 29, 2010, Fidelity Properties Group, LLC's exclusive period to file a proposed Chapter 11 Plan and Disclosure Statement. Orlando, Florida-based Fidelity Properties Group LLC filed for Chapter 11 bankruptcy protection on April 1, 2010 (Bankr. M.D. Fla. Case No. 10-05510). Lawrence M. Kosto, Esq., Kosto & Rotella PA, assists the Debtor in its restructuring effort. The Company disclosed $10,333,188 in assets and $3,593,828 in debts as of the Petition Date. FIRST NATIONAL BUILDING: Cases Transferred to W.D. Okla. -------------------------------------------------------- The Honorable Geraldine Mund entered an order directing the transfer of the Chapter 11 cases of First National Building I, LLC and First National Building II, LLC from the Central District of California to the Western District of Oklahoma. Capmark Bank and Capmark CDF Subfund VI LLC, the Debtor's lenders, made the request, and Judge Mund agreed to the venue change. Capmark is represented by H. Mark Mersel, Esq. -- mark.mersel@bryancave.com - - at Bryan Cave LLP in Irvine, Calif. First National Building I, LLC, filed a chapter 11 petition (Bankr. C.D. Calif. Case No. 10-22745) in Woodland Hills, Calif., on Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla. Case No. 10-16334) to Oklahoma City on Oct. 13, 2010. First National Building II, LLC, filed a chapter 11 petition (Bankr. C.D. Calif. Case No. 10-22747) in Woodland Hills, Calif. on Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla. Case No. 10-16335) to Oklahoma City on Oct. 13, 2010. David L. Neale, Esq., and Juliet Y. Oh, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P. represent the Debtors. The Debtors each estimates assets and debts at $10 million to $50 million. The Debtors are affiliated with Roosevelt Lofts, LLC (Bankr. C.D. Calif. Case No. 09-14214). FORMTECH INDUSTRIES: PBGC Assumes Underfund Pension Plan -------------------------------------------------------- The Pension Benefit Guaranty Corporation assumed responsibility for the underfunded pension plan covering 570 former workers and retirees of FormTech Industries, an automotive supplier based in Royal Oak, Mich. The PBGC stepped in because FormTech is liquidating 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 FormTech Industries LLC Pension Plan is 38% funded, with assets of $2.23 million to cover $5.86 million in benefit liabilities. The PBGC expects to be responsible for $2.05 million of the $3.63 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 Dec. 31, 2009, and the agency assumed responsibility for the plan on Sept. 10, 2010. Within the next several weeks, the PBGC will send notification letters to all participants in the FormTech 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 FormTech filed for bankruptcy protection on Aug. 26, 2009, which set a maximum guaranteed amount of $54,000 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 Aug. 26, 2009 bankruptcy date may not be fully guaranteed. 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. FormTech 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 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. FormTech was founded in 2006 and was a leading manufacturer of gears and shafts for transmissions and transfer cases that were used in almost every car and truck produced in the United States. The company operated plants in Michigan, Ohio and New York. In 2009, FormTech defaulted on a credit agreement and many of the company's suppliers demanded cash upon delivery, which pushed the company to the verge of bankruptcy. After a controlling portion of FormTech's credit agreement was purchased by HHI Funding LLC, the company filed for Chapter 11 protection in the U.S. Bankruptcy Court in Wilmington, Del., on Aug. 26, 2009. Shortly thereafter, HHI purchased FormTech's assets and declined to assume responsibility for the pension plan. The Company and its affiliate, FormTech Industries Holdings LLC, filed for Chapter 11 protection on Aug. 26, 2009 (Bankr. D. Del. Case Nos. 09-12964 and 09-12965). Lynn M. Brimer, Esq., Meredith E. Taunt, Esq., and Andrew A. Ayar, Esq., at Strobl & Sharp, P.C., represented the Debtors in their restructuring efforts. The Debtors selected Steven M. Yoder, Esq., Jeremy W. Ryan, Esq., and, R. Stephen McNeill, Esq., at Potter Anderson & Corroon LLP, as co-counsel, and Kurtzman Carson Consultants LLC, as claims agent. In its petition, FormTech Industries LLC estimated assets between $100 million and $500 million, and debts between $50 million and $100 million. FRANK ELIOPOULOS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Joint Debtors: Frank Nicholas Eliopoulos Constantina Moschonas Eliopoulos 6812 N. Oracle, #138 Tucson, AZ 85704 Bankruptcy Case No.: 10-33494 Chapter 11 Petition Date: October 18, 2010 Court: U.S. Bankruptcy Court District of Arizona (Tucson) Judge: Eileen W. Hollowell Debtors' Counsel: Eric Slocum Sparks, Esq. ERIC SLOCUM SPARKS PC 110 S. Church Avenue, #2270 Tucson, AZ 85701 Tel: (520) 623-8330 Fax: (520) 623-9157 E-mail: eric@ericslocumsparkspc.com Scheduled Assets: $964,997 Scheduled Debts: $2,581,767 [REDACTED -- June 14, 2014] FRANKLIN PLACE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Franklin Place Senior Apartments, LP 340 Royal Poinciana Way, Ste. 305 Palm Beach, FL 33480 Bankruptcy Case No.: 10-53300 Chapter 11 Petition Date: October 19, 2010 Court: United States Bankruptcy Court Eastern District of Kentucky (Lexington) Debtor's Counsel: Ellen Arvin Kennedy, Esq. DINSMORE & SHOHL 250 West Main Street, Suite 1400 Lexington, KY 40507 Tel: (859) 425-1020 E-mail: dsbankruptcy@dinslaw.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/kyeb10-53300.pdf The petition was signed by Cristie George, senior vice president of sole member of the Debtor's general partner. FREDDIE MAC: Director Rose Doesn't Hold Securities Yet ------------------------------------------------------ Clayton S. Rose, who was recently elected to Freddie Mac's board of directors, disclosed in a Form 3 filing with the Securities and Exchange Commission that he doesn't hold any Freddie Mac securities. As reported by the Troubled Company Reporter on October 19, 2010, Freddie Mac said Mr. Rose, Professor of Management Practice at Harvard Business School and veteran executive in the financial services and investment industries, was joining the Company's board. Mr. Rose will serve on the Business and Risk and Compensation Committees of the Board. Freddie Mac said Mr. Rose will receive compensation as a non- executive director. Freddie Mac will enter into an indemnification agreement with Mr. Rose, effective October 14, 2010. About Freddie Mac Based in McLean, Virginia, the Federal Home Loan Mortgage Corporation, known as Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. Over the years, Freddie Mac has made home possible for one in six homebuyers and more than five million renters. Freddie Mac is under conservatorship and is dependent upon the continued support of Treasury and FHFA to continue operating its business. The Company received $6.1 billion and $30.8 billion in June 2009 and March 2009, respectively, pursuant to draw requests that FHFA submitted to Treasury on the Company's behalf to address the deficits in the Company's net worth as of March 31, 2009, and December 31, 2008, respectively. As a result of funding of the draw requests, the aggregate liquidation preference on the senior preferred stock owned by Treasury increased from $14.8 billion as of December 31, 2008, to $51.7 billion on December 31, 2009. FREDDIE MAC: Regulator Hires Quinn Emmanuel to Assist in Probe -------------------------------------------------------------- Nick Timiraos, writing for The Wall Street Journal, reports that the Federal Housing Finance Agency, as conservator for Fannie Mae and Freddie Mac, has hired Los Angeles-based Quinn Emanuel Urquhart & Sullivan LLP as the agency considers how to move forward with efforts to recoup billions of dollars on soured mortgage-backed securities purchased from banks and Wall Street firms. As reported by the Troubled Company Reporter on July 13, 2010, the FHFA issued 64 subpoenas to various entities, seeking documents related to private-label mortgage-backed securities in which the two Enterprises invested. The documents would enable the FHFA to determine whether PLS issuers and others are liable to the Enterprises for certain losses they have suffered on PLS. If so, the Conservator expects to recoup funds, which would be used to offset payments made to the Enterprises by the U.S. Treasury. The FHFA didn't disclose its targets. The Journal's Mr. Timiraos reported in July that the top private issuers of mortgage securities included Bear Stearns Cos. and Washington Mutual Inc., which were taken over by J.P. Morgan Chase & Co., as well as Countrywide Home Loans and Merrill Lynch, which were taken over by Bank of America Inc. Deutsche Bank AG and Morgan Stanley were also among the top issuers. All the banks declined to comment. FHFA is now working with Quinn Emanuel to coordinate its investigations. According to the Journal, the FHFA said in a statement it is analyzing requested information and that "no decisions for future action have been made." The Journal says Quinn Emanuel confirmed its hiring by the FHFA but declined to comment further. The Journal also reports that Bank of America Corp. on Tuesday acknowledged receiving a letter from investors alleging that the bank didn't properly service bond deals worth $47 billion. Investors include Freddie Mac and the Federal Reserve Bank of New York. Bank of America Chief Executive Brian Moynihan said the bank would "diligently fight this." According to the Journal, analysts said the FHFA's efforts could ultimately lead to a settlement that would avoid protracted legal battles. "There's going to be much more incentive to negotiate seriously and quickly than if they had done this seven months ago, when people were blithely ignoring the fraud," says William K. Black, a former federal bank regulator who is now an associate professor at the University of Missouri-Kansas City School of Law, the Journal relates. About Freddie Mac Based in McLean, Virginia, the Federal Home Loan Mortgage Corporation, known as Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. Over the years, Freddie Mac has made home possible for one in six homebuyers and more than five million renters. Freddie Mac is under conservatorship and is dependent upon the continued support of Treasury and FHFA to continue operating its business. The Company received $6.1 billion and $30.8 billion in June 2009 and March 2009, respectively, pursuant to draw requests that FHFA submitted to Treasury on the Company's behalf to address the deficits in the Company's net worth as of March 31, 2009, and December 31, 2008, respectively. As a result of funding of the draw requests, the aggregate liquidation preference on the senior preferred stock owned by Treasury increased from $14.8 billion as of December 31, 2008, to $51.7 billion on December 31, 2009. FREDDIE MAC: Sells 0.375% $5 Bil. 2-Yr. USD Reference Notes ----------------------------------------------------------- Freddie Mac priced its new 0.375% $5 billion two-year USD Reference Notes(R) security due on November 30, 2012. The issue, CUSIP number 3137EACP2, was priced at 99.772 to yield 0.484%, or 12.5 basis points more than two-year U.S. Treasury Notes. The issue will settle on October 22, 2010. The new two-year Reference Notes security was offered via a syndicate of dealers headed by UBS Investment Bank, Goldman, Sachs & Co. and Deutsche Bank Securities, Inc. An application was made to list the issue on the Euro MTF market of the Luxembourg Stock Exchange. About Freddie Mac Based in McLean, Virginia, the Federal Home Loan Mortgage Corporation, known as Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. Over the years, Freddie Mac has made home possible for one in six homebuyers and more than five million renters. Freddie Mac is under conservatorship and is dependent upon the continued support of Treasury and FHFA to continue operating its business. The Company received $6.1 billion and $30.8 billion in June 2009 and March 2009, respectively, pursuant to draw requests that FHFA submitted to Treasury on the Company's behalf to address the deficits in the Company's net worth as of March 31, 2009, and December 31, 2008, respectively. As a result of funding of the draw requests, the aggregate liquidation preference on the senior preferred stock owned by Treasury increased from $14.8 billion as of December 31, 2008, to $51.7 billion on December 31, 2009. GENERAL GROWTH: Plan of Reorganization Confirmed by Court --------------------------------------------------------- General Growth Properties, Inc. disclosed that Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern District of New York confirmed the Company's plan of reorganization. GGP expects to emerge from Chapter 11 restructuring on or about the 8th of November. GGP will emerge from its financial restructuring with a strong balance sheet and substantially less debt, providing it with a solid financial foundation on which to execute its growth strategy. Upon emergence, GGP will have a significantly improved capital structure, having secured $6.8 billion in equity commitments from Brookfield Asset Management, Fairholme Funds, Pershing Square Capital Management, Blackstone and The Teacher Retirement System of Texas. GGP has also successfully and consensually restructured approximately $15 billion in project- level debt, renegotiating terms and extending maturity dates. In addition, all pre-petition GGP creditors will be satisfied in full. "The confirmation of our plan is an important milestone as we lay the groundwork for a successful future for GGP. We secured equity commitments from four highly respected investment firms and one of the most admired pension funds in the U.S., restructured and extended our long-term debt and will pay every creditor in full," said Adam Metz, chief executive officer of GGP. "We are grateful to all of our stakeholders for contributing to the success of this process. We are now prepared to begin a new era for GGP on firm financial footing." As part of its plan of reorganization, GGP will split itself into two separate publicly traded corporations upon emergence, and current shareholders will receive common stock in both companies. The new GGP will remain the second-largest shopping mall owner and operator in the country, with more than 185 regional malls in 43 states, and will focus on largely stable, income-producing shopping malls and other real estate assets. The spin-off company, The Howard Hughes Corporation, will consist of GGP's portfolio of master planned communities and other strategic real estate development opportunities. Mr. Metz continued, "Over the last year and a half we have made a number of operational enhancements and worked hard to prepare GGP for a promising future and for the successful spin-off of The Howard Hughes Corporation. I know these have been challenging times and I would like to sincerely thank our employees, customers, suppliers, lenders and partners for all of their support." In its restructuring, GGP has successfully and consensually restructured all of approximately $15 billion of the project-level debt included in the bankruptcy. These plans provide for the payment of all allowed creditor claims in full and the extension of the secured mortgage loans so such debt has a range of maturities, with no restructured loan maturing before January 1, 2014, and further provide for the repayment of restructured secured mortgage debt without any prepayment penalties. Certain debt associated with non-filed joint venture properties matures prior to 2014. In addition, $1.65 billion of pre-petition Rouse Bonds have elected to either exchange for new, longer dated Bonds or be reinstated at existing rates, thereby providing the company an even more attractive maturity profile while allowing the company to forgo the more costly standby term debt facility it had arranged. In addition, shareholders will receive a substantial recovery and GGP will implement a recapitalization with $6.8 billion of new capital. GGP's investment agreements with Brookfield, Fairholme, Pershing Square, Blackstone and Teacher Retirement System of Texas provide GGP with the flexibility to reduce their equity investments. A key feature of these agreements is a clawback provision that provides GGP the option to replace up to $2.15 billion of the capital being committed by Fairholme, Pershing Square and Teacher Retirement System of Texas with the proceeds of equity issuances at more advantageous pricing. The new GGP has filed a registration statement on Form S-11 with the Securities and Exchange Commission to attempt to raise public equity shortly after emergence from Chapter 11. The offering of equity will be made only by means of a prospectus. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: To Distribute Shares on November 1 -------------------------------------------------- General Growth Properties, Inc. disclosed November 1, 2010, is the record date for the distribution of shares of the two separate publicly traded corporations that will exist following GGP's emergence from bankruptcy. Pursuant to GGP's plan of reorganization, each holder of a share of "old" GGP common stock as of the record date will receive 0.0983 of a share of common stock of the spin-off company, The Howard Hughes Corporation. Following the distribution of the shares of The Howard Hughes Corporation, existing shares of "old" GGP will be converted into and represent the right to receive one "new" GGP share. No fractional shares of new GGP or The Howard Hughes Corporation will be issued. The record date was determined in accordance with the confirmation order entered by the bankruptcy court. The distribution date will be the day GGP emerges from bankruptcy, which is expected to be on or around November 8, 2010. New GGP's common stock has been approved for listing under the symbol GGP, subject to official notice of issuance, on the New York Stock Exchange. The Howard Hughes Corporation has filed an application to list its common stock on the NYSE under the symbol HHC. GGP anticipates that NYSE "when issued" trading in the common stock of both companies will commence prior to the distribution date. An update on commencement of "when issued" trading will be provided when available. Given the nature of this transaction, holders of "old" GGP shares who sell their shares leading up to and including on the emergence/distribution date will be giving up their entitlement to both new GGP and The Howard Hughes Corporation shares. Holders are therefore encouraged to consult their financial advisors before trading their existing shares of GGP. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Parties File Objections to Old GM Plan Outline -------------------------------------------------------------- Various parties, including two statutory committees, have filed objections to the disclosure statement explaining Old GM's proposed Chapter 11 plan. The Official Committee of Unsecured Creditors complains to Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern District of New York that despite repeated requests for Motors Liquidation Company to publicly disclose additional information and provide greater transparency to creditors, a significant amount of important information is notably absent from the Disclosure Statement explaining the Debtors' Joint Chapter 11 Plan of Reorganization, Counsel to the Creditors' Committee, Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, points out the Disclosure Statement lacks adequate information in these key aspects: (1) The Disclosure Statement does not include the form of the GUC Trust Agreement, which will govern the claims reconciliation process and distributions and reporting to creditors post-Effective Date. (2) The Disclosure Statement does not disclose who will be retained by the GUC Trust to administer the day-to-day operations of the GUC Trust and on what terms. (3) The Disclosure Statement does not include a budget for wind-down expenses post-Effective Date. In the course of plan negotiations, the Creditors' Committee began negotiating a post-Effective Date budget with the Debtors and U.S. Department of the Treasury to ensure that there would be sufficient funding available to administer the claims reconciliation and prosecute the Term Loan Litigation. (4) Less than two weeks before filing of the Plan and Disclosure Statement, counsel to the Creditors' Committee learned that, per the Treasury's request, the Plan would leave open whether Treasury or unsecured creditors are the proper beneficiaries of an action initiated by the Creditors' Committee to recover $1.5 billion paid to the Prepetition Term Lenders. (5) The Disclosure Statement does not provide detail on the size of the claims pool, which is critical for creditors to understand the amount of their distribution and the required reserves. Wilmington Trust Company, a member of the Creditors' Committee, separately raised concerns on the Disclosure Statement with respect to the budget and certain deficiencies regarding the Term Loan Litigation. On behalf of WTC, Matthew J. Williams, Esq., at Gibson Dunn & Crutcher LLP, in New York, reminds the Court that WTC has sought to ensure that the Debtors' estates' budgeted cash position was sufficient to fund an orderly wind-down, claims reconciliation and distribution process. WTC's concern was resolved pursuant to an agreement with the Treasury, the Debtors and the Creditors' Committee, whereby the Treasury agreed to (i) increase the funds available for the wind-down to $1.175 billion; and (ii) provide for a Wind-Down Facility that would mature only after the claims reconciliation and liquidation of the Debtors' estates. If approved in its current form, the Disclosure Statement would eviscerate this deal insofar as the Plan proposes to prepay the Wind-Down Facility on the Effective Date, Mr. Williams contends. The Official Committee of Unsecured Creditors Holding Asbestos- Related Claims, on the other hand, complains to Judge Gerber that the Debtors have filed a Disclosure Statement that omits critical information that asbestos creditors will need before deciding whether to vote for or against a plan of reorganization. Specifically, the Asbestos Committee asserts that the Disclosure Statement for the Debtors' Joint Chapter 11 Plan of Reorganization completely fails to give asbestos creditors any basis on which to evaluate their potential recoveries. In conjunction with the Asbestos Committee's assertions on the purported releases to New GM, Dean M. Trafelet, as Legal Representative for Future Asbestos Personal Injury Claimants, seeks elaboration on these issues: (1) The Plan purports to release nondebtor third parties, including New GM, from all asbestos liability and to enjoin creditors from filing suit on account of such asbestos liability. (2) By providing that the "sole recourse" of all holders of Asbestos Personal Injury Claims -- including future asbestos claimants -- is the Asbestos Trust, the Plan arguably precludes those holders from pursuing unrelated third parties for their own, independent involvement with asbestos. (3) The definition of "Protected Party" in the Plan includes New GM, thus releasing New GM from all asbestos liability and precluding creditors from suing New GM despite the fact that New GM is paying no consideration for its release and the injunction. U.S. Trustee Tracy Hope Davis, the U.S. Trustee for Region 2, opposes approval of the Disclosure Statement to the Joint Chapter 11 Plan of Reorganization because it does not provide adequate information: (i) concerning the postpetition appointment of Brady C. Williamson, as Fee Examiner; (ii) on the professional fees incurred by the Debtors after the Petition Date through the effective date of the Plan; (iii) regarding the cash needs of the Debtors for the Plan to be effectuated; (iv) as to the treatment of quarterly fees due to the U.S. Trustee or post-confirmation reporting of disbursements; (v) or comport with Second Circuit law, concerning the releases and exculpation; and (vi) on the effect of confirmation with regard to the absence of discharge GM Nova Scotia Noteholders "The Disclosure Statement contains confusing and ambiguous language with regard to the allowance and treatment of the Wind- up Claim and the Guarantee Claims, which makes it impossible for the objecting parties to make an informed decision regarding the treatment of the claims under the Plan," certain holders of notes issued by General Motors Nova Scotia Finance Company allege. Specifically, on behalf of the noteholders John H. Bae, Esq., at Greenberg Traurig, LLP, in New York -- baej@gtlaw.com -- complains to the Court that the Disclosure Statement is not clear as to whether a $1.6 billion Wind-up Claim and $1.7 billion Guarantee Claims are allowed as required by a Lock-Up Agreement. He further notes that the Disclosure Statement does not say whether Motors Liquidation Company is acting in manner consistent with its obligations under the Lock-up Agreement. The Lock-up Agreement however clearly obligates MLC to allow both the Wind-up and the Guarantee Claims, he insists. Green Hunt Wedlake, Inc., as trustee for GM Nova Scotia, stresses that it is crucial that the Disclosure Statement elaborate on the allowance of the Wind-up Claim and the potential consequences of Motors Liquidation Company's failure to abide by its obligations under the Lock Up Agreement. The Nova Scotia Trustee reminds the Court that the Debtors' compliance with the Lock Up Agreement was material to the resolution of the Noteholders' prepetition litigation against Motors Liquidation, GM Canada and GM Nova Scotia. "The Debtors' failure to continue to comply with the entirety of the Lock Up Agreement not only materially and negatively impacts the Nova Scotia Trustee, but also may give rise to additional causes of action against Motors Liquidation, GM Canada and New GM that could adversely impact creditor recoveries," Phillip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP -- pdublin@akingump.com -- counsel to the Nova Scotia Trustee asserts. Other Claimants The County of Onondaga and the Town of Salina, both of the State of New York; the California Department of Toxic Substances Control; the Ilco Remediation Group; and BKK Joint Defense Group raised concerns regarding treatment of their claims set forth in the Disclosure Statement for the Joint Chapter 11 Plan of Reorganization. Winkelmann Sp. z.o.o. asserts, in two separate filings with the Court, that the Debtors should amend the Joint Chapter 11 Plan of Reorganization and the Disclosure Statement to clarify that holders of Class 3 general unsecured claims retain their right to setoff in connection with resolution of timely filed claims. Counsel to Winkelmann, Steven B. Eichel, Esq., at Crowell & Moring LLP, in New York -- seichel@crowell.com -- argues that without providing for the right of setoff, the Debtors could receive a windfall at the expense of its general unsecured creditors as a result of the delay in resolving claims prior to confirmation. Debtors Address DS Objections The Debtors assert that of the about 55 objections to the approval of the Disclosure Statement, only 13 relate to the adequacy of the Disclosure Statement. The remaining Objections are, in fact, objections to confirmation of the Plan or general statements of dissatisfaction with the sale of substantially all of the Debtors' assets to General Motors, LLC or the general effects of Chapter 11 on creditors and equity holders. A summary of the Debtors' response or proposed resolution to the Objections is available for free at: http://bankrupt.com/misc/gm_dsobjectionssummary.pdf Harvey R. Miller, Esq., at Weil, Gotshal & Manges LLP, in New York, tells the Court that the Debtors intend to modify the Disclosure Statement and the Plan in an attempt to resolve certain of the concerns articulated in the Objections, which relate to the adequacy of the Disclosure Statement. Mr. Miller says the Debtors will file an amended Disclosure Statement and Plan as soon as practicable. The Debtors' Amended Plan and Disclosure Statement will, among other things, provide an estimate or estimated range for the Allowed Claims in each Class, he says. The Amended Plan will also annex as exhibits the GUC Trust Agreement and the Environmental Response Trust Consent Decree and Settlement Agreement, he adds. In addition, Mr. Miller says, contrary to the assertions made by the Official Committee of Unsecured Creditors Holding Asbestos- Related Claims and the Future Claimants' Representative, the Plan is neither "patently" nor "facially" unconfirmable. To the contrary, the Plan represents the only viable conduit for exit from these Chapter 11 cases and provides for a simple pro rata distribution of all remaining assets to holders of allowed unsecured claims, he insists. At best, there are litigable issues relating to confirmation, which, if at all, should be raised and addressed at that time, he tells the Court. With the proposed revisions, the Amended Disclosure Statement will contain all necessary information to satisfy the requirements of Section 1125 of the Bankruptcy Code, and that the Plan is confirmable, fair and reasonable, and in the best interests of all parties-in-interest, the Debtors maintain. The Chapter 11 Plan Motors Liquidation Company, formerly General Motors Corporation; MLC of Harlem, Inc.; MLCS, LLC; MLCS Distribution Corporation; Remediation and Liability Management Company, Inc.; and Environmental Corporate Remediation Company, Inc., delivered on August 31 to Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern District of New York their Joint Chapter 11 Plan of Reorganization and a Disclosure Statement explaining the Plan. The Plan, provides a framework for the environmental remediation of the remaining "Old GM" properties and the distribution of "New GM" stock and warrants to unsecured creditors. If the Plan is confirmed, substantially all of the Debtors' assets and liabilities will be transferred to four trusts: (1) the Environmental Remediation Trust, or "ERT," that provides funds for the continuing environmental remediation of the Debtors' remaining properties; (2) the General Unsecured Creditors Trust, that will be responsible for resolving the outstanding claims of the Debtors' unsecured creditors and distributing the General Motors Company common stock and warrants owned by MLC to those unsecured creditors whose claims are allowed; (3) the Asbestos Trust that will handle both present and future asbestos-related claims against the Debtors; and (4) the Avoidance Action Trust that will deal with certain litigation-related claims of the Debtors. MLC presently owns 10% of General Motors' common stock, plus warrants that are exercisable for a further 15% of General Motors' common stock on a fully diluted basis. MLC will be issued up to an additional 2% of General Motors' common stock if the final estimated aggregate amount of the Debtors' unsecured claims exceeds certain thresholds. Additional key highlights of the Debtors' chapter 11 case to date include: -- Management of more than 70,000 claims, totaling more than $275 billion, with more than $150 billion in claims already eliminated or resolved. -- Management of more than 900,000 contracts covering more than 65,000 business partners. -- Announced asset-sales activities that include the sale of the Debtors' Wilmington (Del.) Assembly to Fisker Automotive Inc. (for the production of hybrid electric cars); the sale of Pontiac (Mich.) Centerpoint to Raleigh Studios Inc. (for the creation of a movie studio); and an agreement, subject to certain conditions, to sell Strasbourg (France) Powertrain to General Motors (which is expected to save 1,200 jobs). -- The establishment of a Web portal to facilitate communication with interested parties, which has had almost 32 million hits to date. About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At June 30, 2010, GM had $131.899 billion in total assets, $101.00 billion in total liabilities, $6.998 billion in preferred stock, and $23.901 billion in stockholders' equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: To Add Chicago as Mediation Location ---------------------------------------------------- Motors Liquidation Co. and its units ask the U.S. Bankruptcy Court to amend the order approving the alternative dispute resolution procedures to add Chicago, Illinois, as a mediation location and amend the schedule of mediators. Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, in New York, relates that several holders of Designated Claims have requested to mediate in Chicago instead of the other Mediation Locations. Adding Chicago, Illinois as a Mediation Location will help minimize costs for the Designated Claimants and ensure the effectiveness of the ADR Procedures, he asserts. Mr. Smolinsky adds that the Debtors seek to modify the Schedule of Mediators because one mediator listed on the original Schedule of Mediators has developed a conflict. The Debtors also seek to replace certain mediators who charge travel costs to mediate in San Francisco, California, with mediators who do not charge such costs. As required by the ADR Order, the Debtors have consulted with the Ad Hoc Committee regarding these changes to the Schedule of Mediators and provided counsel to the Ad Hoc Committee with a revised Sharing Cap schedule that includes the Sharing Cap for each additional mediator proposed to be added to the Schedule of Mediators. Mr. Smolinsky maintains that the Debtors' goal in establishing the ADR Procedures was to conduct an efficient mediation process for them without unjustifiably inconveniencing the affected claimant. The Debtors believe, in the exercise of their business judgment, that the requested modifications will further their goal. About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At June 30, 2010, GM had $131.899 billion in total assets, $101.00 billion in total liabilities, $6.998 billion in preferred stock, and $23.901 billion in stockholders' equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: US TREASURY Wants Unsecureds Plea on "Deal" Denied ------------------------------------------------------------------ The official committee of unsecured creditors formed in the Chapter 11 cases of Motors Liquidation, formerly General Motors Corp., filed with the U.S. Bankruptcy Court for the Southern District of New York a motion to enforce the bankruptcy judge's previous order approving a DIP financing and the wind-down process for Old GM. The Creditors Committee explains that on August 26, 2010 -- more than a year after the Committee sued for the return of $1.5 billion paid on account of an apparently voidable security interest ("Term Loan Litigation") -- the U.S. Treasury for the first time asserted that Treasury, not the unsecured creditors, owned the Term Loan Litigation. On August 31, 2010, the Debtors filed a Joint Chapter 11 Plan, which, at the Treasury's request, provided that ownership of the Term Loan Litigation would be determined by the Court or by negotiation between Treasury and the Committee. Treasury Dept. Denies "Deal" The U.S. Department of the Treasury asks the U.S. Bankruptcy Court to deny the Official Committee of Unsecured Creditors' motion because it is jurisdictionally and procedurally improper, seeks relief that is contrary to the Bankruptcy Code, and rests on the asserted existence of a "deal" that is not reflected in governing documents. On behalf of the Treasury, David S. Jones, Esq., assistant U.S. attorney, in New York -- David.jones@usdoj.gov -- asserts that the Creditors' Committee fails to recognize that the very orders that it invokes grant the Treasury, as DIP lender, an allowed super-priority administrative expense claim under the DIP Credit Facility. Nonetheless, the Creditors' Committee asks the Court to decide, based on other provisions of orders and agreements that nowhere expunge or waive the Treasury's administrative claim, that only the Debtors' unsecured creditors are entitled to benefit from future potential proceeds of an action to avoid $1.5 billion in liens and transfers, he points out. Mr. Jones further asserts that the Creditors' Committee seeks to enforce orders that the Treasury neither has violated nor is in imminent danger of violating and, thus presents no ripe case or controversy. All the Treasury has done is: (a) file a short pleading in the Term Loan Litigation noting that any recovery should be for the benefit of the Debtors' estates; and (b) ask that the Debtors modify their Plan to leave open the ultimate allocation of any proceeds of the Term Loan Litigation, he stresses. He also contends that it is unclear at this time whether or to what extent the Term Loan Litigation will succeed. Thus, the question the Motion to Enforce asks the Court to resolve is purely hypothetical and may never need to be decided, he points out. "The Motion to Enforce is superfluous to -- and an improper attempt to circumvent -- the disclosure statement and plan confirmation process," the Treasury alleges. More importantly, Mr. Jones clarifies that the governing documents do not reflect the "deal" that the Creditors' Committee asserts the parties struck. It is true that the Treasury agreed to except any avoidance action proceeds from its DIP wind-down loan "collateral," and it is true that that facility is on a "non-recourse basis," he affirms. But it is also true that the very same negotiated orders and agreements granted the Treasury "an allowed super-priority administrative expense claim" in the full amount outstanding on the DIP wind-down loan, he says. "No order or agreement has deprived the Treasury of a claim of that kind, nor has any order authorized a plan that, contrary to statute, fails to pay the Treasury's allowed administrative claim," Mr. Jones insists. The Creditors' Committee's request fails to acknowledge those vital aspects of the governing orders and agreements nor does it present any extrinsic evidence that the Treasury agreed or intended that the governing orders would have the meaning the Committee asserts. Creditors' Committee Talks Back The Creditors' Committee argues that the Treasury's objection establishes that the Bankruptcy Court can, and should, act now to resolve once and for all which entity is entitled to the proceeds of the Term Loan Litigation. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, points out that the Treasury does not dispute that it negotiated the Final DIP Order with the Debtors and the Committee nor does the Treasury contest that it has no lien over the Term Loan Litigation or that the Wind-Down Facility is non- recourse to those proceeds. Mr. Mayer also points out that the Treasury does not dispute that it has sat silently by while the Committee prosecuted the Term Loan Litigation with the clear understanding that the proceeds of that case would inure to the benefit of creditors other than Treasury. Mr. Mayer notes that the Court has a hearing on summary judgment on the Term Loan Litigation on November 1, by which time the Committee needs to know whether it is litigating for creditors, in which case the Committee will proceed, or for Treasury, in which case the Committee will seek to drop the lawsuit. With regard to the merits of the Motion, Mr. Mayer complains that the Treasury's Objection fails to provide a basis for having the Court re-write the deal that was negotiated between the parties about who would get the benefit of the Term Loan Litigation. The Treasury's sole argument, he points out, is that it has a priority claim and it must be paid at confirmation. This argument ignores the plain language of Section 1129(a)(9) of the Bankruptcy Code, which provides that a priority claim must be paid "except to the extent that a holder of a particular claim has agreed to a different treatment of such claim." The Creditors' Committee maintains that the Court should enforce that agreement. Dean M. Trafelet, the Future Claimants' Representative, and the Official Committee of Unsecured Creditors Holding Asbestos- related Claims join in the Creditors' Committee's request. About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At June 30, 2010, GM had $131.899 billion in total assets, $101.00 billion in total liabilities, $6.998 billion in preferred stock, and $23.901 billion in stockholders' equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Wants to Enforce Wind-Down Order on Rose, et al. ---------------------------------------------------------------- General Motors LLC, or New GM, asks the U.S. Bankruptcy Court for the Southern District of New York to enforce the Wind-Down Agreements against Rose Chevrolet, Inc., Halleen Chevrolet, Inc., and Andy Chevrolet Company d/b/a Sims Chevrolet, Inc., collectively known as the "Ohio Dealers;" and Leson Chevrolet Company, Inc. The Ohio Dealers have filed in the United States District Court for the Northern District of Ohio, and Leson has filed with the Louisiana Motor Vehicle Commission separate actions in which they assert that they are not required to comply with their obligations under their respective Wind-Down Agreements to terminate their Chevrolet Dealer Agreements by October 31, 2010, and to bring any disputes relating to the Wind-Down Agreements in the Bankruptcy Court. The Actions, Arthur Steinberg, Esq., at King & Spalding LLP, in N New York, asserts, are a direct violation of the Bankruptcy Court's July 5, 2009 363 Sale Order. Because the Dealers are refusing to abide by the 363 Sale Order and their respective Court-approved Wind-Down Agreements, New GM asks for an order: (a) enforcing the 363 Sale Order and the terms of the Wind Down Agreements, including, but not limited to, sections 2(a) (termination of the Chevrolet Dealer Agreements by October 31, 2010), 5(d) (covenant not to sue New GM), and 13 (exclusive jurisdiction of the Bankruptcy Court), and directing Rose, Halleen, Sims and Leson to specifically perform their respective obligations pursuant to, inter alia, sections 5(d) and 17 thereof; (b) directing Rose, Halleen, Sims, Leson and all persons acting in concert with them to cease and desist from further prosecuting, or otherwise pursuing the claims asserted in, the Actions against New GM; (c) directing Rose, Halleen, Sims and Leson to dismiss the Actions; and (d) granting other and further relief as may be warranted by, among other things, the Dealers' breach of section 5(e) of the Wind-Down Agreements (the indemnification provision) and the Dealers' violations of the Bankruptcy Court's orders. Leson Chevrolet Reacts The 363 Sale Order and Old GM's Wind-Down Agreements do not govern Leson's relationship with New GM, counsel to Leson, Jeffrey A. Cooper, Esq., at Carella, Byrne, Cecchi, Olstein, Brody & Agnello, P.C., in Roseland, New Jersey -- JCooper@CarellaByrne.com -- argues. Leson won reinstatement to the Chevrolet dealer network through Congressionally-mandated arbitration, Mr. Cooper asserts. Unlike Rose, Halleen, Andy or Rally, Leson seeks enforcement -- not judicial review -- of its arbitration order, he clarifies. Specifically, Leson challenges the wind-down agreement's applicability under Louisiana law and Section 747 of the Consolidated Appropriations Act now that Leson won its arbitration, Mr. Cooper says. Thus, the Bankruptcy Court does not maintain exclusive jurisdiction over Leson's claim for enforcement of its reinstatement order, Mr. Cooper insists. Leson's claim does not impact the 363 Sale Order or Deferred Termination Agreements, he maintains. In order to properly consider Leson's factual and legal questions, Leson seeks its own hearing so that the Bankruptcy Court may fully consider Leson's jurisdictional and substantive arguments separate from the unsuccessful dealerships' claims. New GM Submits Proposed Order for Rally Matter New GM submitted with the Court a revised proposed order reflecting agreed upon revisions with Rally Auto Group Inc. The revised proposed order adds the language stating that nothing in the Order will preclude Rally from seeking stay relief with respect to the Order in the United States District Court for the Southern District of New York or any appellate court of the District Court. About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At June 30, 2010, GM had $131.899 billion in total assets, $101.00 billion in total liabilities, $6.998 billion in preferred stock, and $23.901 billion in stockholders' equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GOLF PROPERTY: Case Summary & 5 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Golf Property Investments, LLC 7407 N. 116th Avenue Circle Omaha, NE 68142 Bankruptcy Case No.: 10-83008 Chapter 11 Petition Date: October 18, 2010 Court: U.S. Bankruptcy Court District of Nebraska (Omaha Office) Debtor's Counsel: Kathryn J. Derr, Esq. KATHRYN J. DERR, PC, LLO 11205 Wright Circle, Suite 210 Omaha, NE 68144 Tel: (402) 933-0070 Fax: (402) 933-0707 E-mail: kjd@kjderrlaw.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 five largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/neb10-83008.pdf The petition was signed by Dannie Livingston, manager/sole member. GTC BIOTHERAPEUTICS: LFB Bids to Take GTC Private at $0.28 Apiece ----------------------------------------------------------------- GTC Biotherapeutics Inc. said it received a letter from LFB Biotechnologies SAS, Les Ulis, France, addressed to the independent members of the Company's Board of Directors indicating that LFB's Board of Directors had approved LFB making an offer to take GTC private for $.28 per share. The opening and closing prices of GTC Common Stock on Oct. 15, 2010 on the over the counter markets were $.28 and $.34 per share, respectively. The going private transaction, as proposed by LFB, would be structured as follows: LFB would purchase approximately 61 million shares of GTC Common Stock in a private placement for $0.28 per share, or an aggregate purchase price of approximately $17 million. After completion of the proposed private placement and conversion of convertible preferred stock of GTC owned by LFB, LFB would own at least 90% of GTC's outstanding Common Stock. Following the private placement, LFB would effect a short-form merger in accordance with Massachusetts law cashing out all minority shareholders for $.28 per share. About GTC Biotherapeutics Framingham, Mass.-based GTC Biotherapeutics, Inc. (OTC BB: GTCB) -- http://www.gtc-bio.com/-- develops, supplies and commercializes therapeutic proteins produced through transgenic animal technology. ATryn(R), GTC's recombinant human antithrombin, has been approved for use in the United States and Europe. ATryn(R) is the first and only therapeutic product produced in transgenic animals to be approved anywhere in the world. In addition to ATryn(R), GTC is developing a portfolio of recombinant human plasma proteins with known therapeutic properties. These proteins include recombinant forms of human coagulation factors VIIa and IX, which are being developed for the treatment of patients with hemophilia, and recombinant alpha- fetoprotein, which is being developed for the treatment of myasthenia gravis and multiple sclerosis. The Company's balance sheet at July 4, 2010, showed $30.39 million in assets, $57,75 million in total assets, and a stockholder's deficit of $27.36 million. Accumulated deficit has now reached $336.88 million. According to the Troubled Company Reporter on July 22, 2010, GTC Biotherapeutics, Inc. has negative working capital of $13.1 million as of April 4, 2010. The Company had negative working capital of $16.1 million as of January 3, 2010. HANGER ORTHOPEDIC: Moody's Assigns 'B3' Rating on $200-Mil. Notes ----------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Hanger Orthopedic Group, Inc.'s proposed $200 million senior unsecured notes due 2018. At the same time, Moody's assigned a (P)Ba3 rating to the proposed $100 million revolving credit facility due 2015 and $325 million senior secured term loan B due 2016. In addition, the Corporate Family and Probability of Default Rating were affirmed at B1. The rating outlook is stable. The proceeds will be used to fund the acquisition of Accelerated Care Plus Corporation for a purchase price of $155 million. ACP is a provider of modality-based clinical programs for post-acute and chronic rehabilitations patients. The remaining proceeds will be used to repay the company's existing $220 million senior secured term loan and $175 million, 10.25% senior unsecured notes. These ratings and LGD assessments have been assigned: Hanger Orthopedic Group, Inc: Ratings assigned: -- $200 million senior unsecured notes due 2018 at B3 (LGD5, 84%); -- $325 million senior secured term loan B due 2016 at (P)Ba3 (LGD3, 30%); -- $100 million senior secured revolving credit facility due 2015 at (P)Ba3 (LGD3, 30%); Ratings affirmed: -- Corporate Family Rating at B1; -- Probability of Default Rating at B1; Ratings to be withdrawn at close of the transaction: -- $75 million secured revolver due 2011, at Ba2 (LGD2, 27%); -- $230 million secured term loan due 2013, at Ba2 (LGD2, 27%); -- $175 million unsecured senior notes due 2014, at B3 (LGD5, 81%); The outlook is stable. Ratings Rationale The B1 corporate family rating is supported by the company's competitive position as the largest O&P (Orthotic & Prosthetic) services provider in the US, its national footprint and relatively stable, recurring revenue model. In recent years, Hanger's healthy top-line growth and operating efficiencies have led to a reduction in financial leverage due to growth in EBITDA, bringing credit metrics more in-line with a B1 rating. The rating is constrained primarily by the company's modest size as well as the risks associated with the pricing and reimbursement environment in the O&P industry. The stable outlook reflects Moody's expectation for low to mid single digit top-line growth driven by flat to slightly positive pricing, volume and mix benefits and tuck-in acquisitions. In order to offset the company's modest size and reimbursement risks, an upgrade of Hanger's ratings would require a meaningful improvement in adjusted leverage and interest coverage ratios through the repayment of debt or growth in EBITDA. Specifically if adjusted leverage was sustained under 3.0 times and adjusted interest coverage (EBITDA less capital expenditures to interest expense) of at least 3.0 times, Moody's could change the outlook to positive or upgrade the ratings. The successful commercialization of the WalkAide product could further support upward ratings pressure. If the reimbursement or pricing environment is meaningfully more negative than Moody's has contemplated Moody's could change the outlook to negative or downgrade the ratings. Further if costs of goods sold or labor costs rise considerably faster than price increases there could be downward pressure on the ratings. The ratings could be downgraded if the ratio of adjusted debt/EBITDA were to increases to more than 5.0 times or if free cash flow were to become negative. Further, a large debt-funded acquisition could result in downward rating pressure. Hanger Orthopedic Group, Inc., headquartered in Austin, TX, is the leading provider of orthotic and prosthetic ("O&P) patient-care services in the US. The company owns and operates 681 patient care centers in 45 states and the District of Columbia. The company also generates roughly 12% of total revenues from its O&P distribution business. For the twelve months ended June 30, 2010, the company recognized revenue of approximately $782 million. HANGER ORTHOPEDIC: S&P Raises Corporate Credit Rating to 'BB-' -------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on Bethesda, Maryland-based orthotics- and prosthetics-focused patient care provider Hanger Orthopedic Inc. Group to 'BB-' from 'B+'. "The upgrade reflects the company's demonstrated ability to extend its record of steady revenue growth and margin expansion despite weak economic conditions and minimal reimbursement rate increases," said Standard & Poor's credit analyst Rivka Gertzulin. Since 2006, sales have grown 30% and operating margins have expanded from 17%-19%, contributing to a 49% increase in adjusted EBITDA. In addition, the company's planned acquisition of rehabilitative products provider Accelerated Care Plus adds another revenue stream (about 12% of pro forma revenue) that is not directly exposed to reimbursement risk and has higher growth prospects and margins than Hanger's core business. Moreover, the company's willingness to use excess cash and additional equity to partly finance the acquisition, underscores its financial policy to maintain adjusted leverage below 5x. At the same time, S&P assigned a 'BB-' issue-level rating and a '3' recovery rating to the company's proposed $425 million senior secured credit facility, consisting of a $100 million revolving credit facility and a $325 million term loan B. S&P also assigned a 'B' issue-level rating and a '6' recovery rating to the company's proposed $200 million of senior unsecured notes. Proceeds from the refinancing, in addition to $38 million of cash from the balance sheet and $15 million of new common equity will be used to finance the acquisition of Accelerated Care Plus, and repay the $221 million balance of the existing term loan due 2011 and the $175 million senior note due 2014. "The ratings on Hanger reflect the risks of operating with a narrow focus in a difficult reimbursement environment, cost inflation pressures, and its moderate debt burden," added Ms. Gertzulin. HARRISBURG, PA: Has $330,000 Cash; Faces $1.2MM Payroll Next Week ----------------------------------------------------------------- Romy Varghese, writing for Dow Jones Newswires, reports that Robert Kroboth, Harrisburg Mayor Linda Thompson's interim chief of staff and finance director, said the city, as of Wednesday morning, only had $330,000 on hand. Mr. Kroboth said during the hearing on the city's application to the state program, known as Act 47, that Harrisburg has to make $1.2 million in payroll on Oct. 27. Charles Thompson, at Patriot News, reports s Mr. Kroboth also said Harrisburg has suspended about $2 million in payments for other goods and services. Mr. Varghese reports that Pennsylvania's community and economic development department staffers on Wednesday recommended that Harrisburg fall under the state's oversight program for distressed municipalities. According to Dow Jones, the decision is ultimately to be made within 30 days by the department's secretary Austin Burke, who is not required to follow the staff's recommendation. But some expect the announcement to be made quickly, given the severity of the city's problems. Dow Jones relates Mr. Kroboth said negotiations with lenders for short-term funds continue, although an attempt two weeks ago to line up a sale of short-term municipal notes failed because "potential lenders were not entirely comfortable with the ultimate payoff of that short-term borrowing." Dow Jones explains Pennsylvania's program aims to stabilize municipalities under severe financial strain and set them on a path for sustainable fiscal health. Distressed cities get a state- appointed coordinator who drafts a recovery plan, and are eligible for other revenue sources unavailable to other local governments, such as a commuter tax. Harrisburg fits the criteria for a distressed city under the program since it missed $10.5 million in bond payments related to its incinerator project, as well as a variety of factors, including the city's $4.8 million deficit, according to the department's report. Dow Jones further reports several residents urged a bankruptcy filing. According to Dow Jones, Neil Grover, a city attorney who is spearheading a residents' group called Debt Watch Harrisburg, said portions of the city's $288 million in debt racked up for a failed incinerator revamp -- the main culprit of its problems -- could be wiped out under a bankruptcy filing. Mr. Grover advocates a pre-packaged bankruptcy. Dow Jones relates Mr. Grover questioned Mr. Kroboth about the Harrisburg Parking Authority's plan to refund its revenue bonds and provide the city as much as $75 million. Mr. Kroboth said he didn't know about it until informed by a local newspaper reporter Tuesday. Dow Jones also says several speakers stressed that bond holders should share the pain in any restructuring and recovery plan. On October 19, Dow Jones' Varghese reported that Harrisburg received proposals from six firms that would advise the capital city on bankruptcy, according to city Councilman Brad Koplinski. The city council had authorized the search for firms to advise on bankruptcy, as well as the state's oversight program for distressed municipalities, late September. The deadline for proposals was 4 p.m. EDT Tuesday. Dow Jones said public interviews of candidates would occur next week. Names of the firms weren't immediately available. 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. HORIZON NEVADA: Case Summary & Largest Unsecured Creditor --------------------------------------------------------- Debtor: Horizon Nevada LLC 220 E. Horizon Drive, #F Henderson, NV 89015 Bankruptcy Case No.: 10-29635 Chapter 11 Petition Date: October 18, 2010 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Mike K. Nakagawa Debtor's Counsel: Charles T. Wright, Esq. PIET & WRIGHT 3130 S. Rainbow Boulevard, Suite 304 Las Vegas, NV 89146 Tel: (702) 566-1212 Fax: (702) 566-4833 E-mail: pwlawecf@gmail.co Scheduled Assets: $1,025,900 Scheduled Debts: $2,007,922 The petition was signed by Alex Song. The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Southwest USA Bank 220 E. Horizon Dr., $982,022 4043 South Eastern Avenue Henderson, NV Las Vegas, NV 89119 HOST HOTELS: S&P Assigns 'BB+' Rating on $500 Mil. Senior Notes --------------------------------------------------------------- Standard & Poor's Ratings Services assigned Bethesda, Md.-based Host Hotels & Resorts L.P.'s proposed $500 million senior notes due 2020 its 'BB+' issue-level rating (two notches higher than S&P's 'BB-' corporate credit rating on the company). S&P also assigned this debt a recovery rating of '1', indicating its expectation of very high (90% to 100%) recovery for lenders in the event of a payment default. The company will use proceeds from the proposed notes issuance for the repayment of debt and general corporate purposes, including the funding of potential future acquisitions. In addition, S&P affirmed all of its existing ratings on the company, including the 'BB-' corporate credit rating. The rating outlook is stable. Any overallotment of the proposed $500 million issuance size would not affect the rating assigned to the notes or the corporate credit rating, as S&P expects that all incremental proceeds would be used for debt repayment. The 'BB-' corporate credit rating on parent company Host Hotels & Resorts Inc. reflects Host's highly leveraged financial risk profile, reliance on external sources of capital for growth as a real estate investment trust, and the general cyclical nature of the lodging industry. Additionally, although the rating and outlook have always incorporated S&P's view that Host would begin to deploy its large excess cash balances for hotel acquisitions and investments, the valuation multiples for the company's recently announced and completed acquisitions are somewhat higher than its original expectations. S&P believes that competition for high-quality assets in urban markets has driven acquisition multiples to an elevated level, and Host's relatively aggressive posture, in its view, will limit rating upside over the near term given the likelihood for a lower return on investment than S&P previously projected. Still, the company's adequate liquidity profile, high-quality and geographically diversified hotel portfolio within the U.S., strong brand relationships, and experienced management team somewhat temper these risks. S&P believes that the improvement in the global lodging environment, as well as Host's relatively prudent use of capital to expand its hotel portfolio with some balance between the use of debt and equity, will enable the company to improve credit measures over time to be in line with the rating. S&P's rating also reflects its belief that Host will continue to take a relatively prudent approach to financial risk management. Although S&P believes that valuations for recent acquisitions were somewhat rich, the investments are consistent with Host's long- term strategy of acquiring premium brand properties in key urban markets. S&P expects 2010 EBITDA to be up in the low-single-digit area, with consideration given to the additional cash flow from recent acquisitions. Consequently, S&P expects total lease- adjusted debt to EBITDA to decrease to about 7x by the end of 2010, from about 8x at the end of 2009. S&P expects net leverage (net of cash balances in excess of $200 million) to remain relatively flat, in the mid-6x area, which is a bit weak for the current 'BB-' rating, but adequate based on S&P's favorable view of Host's business profile. Additionally, S&P expects that EBITDA coverage of interest will improve to the mid-2x area by the end of 2010, from about 2x in the prior year. Although S&P expects credit measures to improve from year-end 2009 levels, higher rating potential would necessitate a higher level of RevPAR and EBITDA growth than S&P is currently anticipating, as well as an expectation for sustained improvement across the industry. INFOLOGIX INC: Discloses NASDAQ Panel Decision to Delist Stock -------------------------------------------------------------- InfoLogix, Inc. disclosed that on October 21, 2010, it received notice that the NASDAQ Listing Qualifications Panel (the "Panel") has determined to delist the Company's common stock from The NASDAQ Stock Market and will suspend trading of the common stock effective with the open of trading on October 21, 2010, as a result of the Company's non-compliance with the minimum $2.5 million stockholders' equity requirement, set forth in Nasdaq Listing Rule 5550(b)(2). The Company has been advised by Pink OTC Markets Inc, which operates an electronic quotation service for securities traded over-the-counter, that its securities are eligible for quotation on the OTCQB, effective with the opening of trading on October 21, 2010. The OTCQB is a market tier for OTC traded companies that are registered and reporting with the Securities and Exchange Commission. The Company has also been advised that its shares will continue to trade under the symbol IFLG. Investors will be able to view real time stock quotes for IFLG at http://www.otcmarkets.com. About InfoLogix, Inc. InfoLogix is a leading provider of enterprise mobility solutions for the healthcare and commercial industries. InfoLogix uses the industry's most advanced technologies to increase the efficiency, accuracy, and transparency of complex business and clinical processes. With 19 issued patents, InfoLogix provides mobile managed solutions, on-demand software applications, mobile infrastructure products, and strategic consulting services to over 2,000 clients in North America including Kraft Foods, Merck and Company, General Electric, Kaiser Permanente, MultiCare Health System and Stanford School of Medicine. For more information visit www.infologix.com. INNKEEPERS USA: Midland Opposes Committee Retention of Jefferies ---------------------------------------------------------------- Midland Loan Services, Inc., tells Judge Shelley Chapman that it continues to be concerned about the professional fees Innkeepers USA Trust's bankruptcy estates are being called upon to bear. Midland is concerned on its cash collateral that would be used to fund a substantial portion of the fees. The Official Committee of Unsecured Creditors wants to retain Jefferies & Company, Inc., as financial advisor and investment banker. Given the (i) relatively small amount of unsecured claims in the cases, (ii) onerous indemnification provisions in Jefferies' engagement letter, (iii) proposed financial advisor's apparent conflicts of interest, and (iv) ambiguity of portions of the compensation structure, the retention of a financial advisor as sought in the application is not fair and reasonable and is not in the best interest of the estates, Midland points out. Wells Fargo Bank, N.A., U.S. Bank National Association, CWCapital Asset Management LLC and C-III Asset Management LLC join in Midland's objection. Ronald F. Greenspan, a senior managing director in the corporate finance and restructuring practice of FTI Consulting, Inc., submitted a declaration in support of Midland's objection. The Greenspan declaration is subsequently replaced with a declaration by Chris Dochat of FTI. Creditors' Committee Responds Contrary to Midland's assertions, the proposed amount and terms of Jefferies' compensation and the scope of the indemnity to be provided to it by the Debtors are customary and at market rates for similar services provided in comparable representations, the Creditors Committee contends. The Creditors Committee also asserts that any actual claim for indemnification that might be brought by Jefferies is subject to review and approval by the Court for reasonableness. Notwithstanding Midland's unsupported allegations, Jefferies is a disinterested party in the cases and does not have any conflict of interest that precludes it from being retained by the Creditors Committee, Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York, tells the Court. He adds that nothing in the Application or the Proposed Order compromises Midland's right to object to the payment of fees to Jefferies. Judge Chapman approved the application and authorized the Creditors Committee to retain Jefferies. The objections, to the extent not withdrawn at the hearing, are overruled. About Innkeepers USA Trust Innkeepers USA Trust is a self-administered Maryland real estate investment trust with a primary business focus on acquiring premium-branded upscale extended-stay, mid-priced limited service, and select-service hotels. Innkeepers, through its indirect subsidiaries, owns and operates an expansive portfolio of 72 upscale and mid-priced extended-stay and select-service hotels, consisting of approximately 10,000 rooms, located in 20 states across the United States. Apollo Investment Corporation acquired Innkeepers in June 2007. Innkeepers USA Trust and a number of affilaites filed for Chapter 11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800). Attorneys at Kirkland & Ellis LLP, serve as counsel to the Debtors. AlixPartners is the restructuring advisor and Marc A. Beilinson is the chief restructuring officer. Moelis & Company is the financial advisor. Omni Management Group, LLC, is the claims and notice agent. The petition estimated assets and debts of more than $1 billion as of the bankruptcy filing. In 2009, Innkeepers' consolidated revenues were approximately $292 million and adjusted EBITDA were approximately $85 million. The Company's consolidated assets for 2009 totaled approximately $1.5 billion. As of July 19, 2010, the Company and its affiliates have incurred approximately $1.29 billion of secured debt. JAMES CHEELEY: Case Summary & 15 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: James E. Cheeley 27447 N. Bay Road Lake Arrowhead, CA 92352 Bankruptcy Case No.: 10-43861 Chapter 11 Petition Date: October 19, 2010 Court: U.S. Bankruptcy Court Central District of California (Riverside) Judge: Meredith A. Jury Debtor's Counsel: Stephen R. Wade, Esq. THE LAW OFFICES OF STEPHEN R. WADE 400 N. Mountain Avenue, Suite 214B Upland, CA 91786 Tel: (909) 985-6500 Fax: (909) 985-2865 E-mail: dlr@srwadelaw.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 15 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-43861.pdf JAPAN AIRLINES: Green Wants Surrender of 5th Ave. Building ---------------------------------------------------------- Green 461 Fifth Lessee LLC, the landlord of a building located at 461 Fifth Avenue, in New York, asks the U.S. Bankruptcy Court for the Southern District of New York to compel Japan Airlines International Co., Ltd., to vacate and surrender the premises. Edmond P. O'Brien, Esq., at Stempel Bennett Claman & Hochberg P.C., in New York, relates that the Landlord received a letter from Eiji Katayama, the trustee of the Debtors, wherein he asserted the Lease is being rejected. However, Mr. O'Brien contends that he does not see how the Japanese Bankruptcy Trustee, per a letter, can purport to terminate a lease entered into in the United States with respect to leased premises located in the United States, which is something typically done under Section 365 of the Bankruptcy Code where a debtor has filed a full case under Chapter 7 or Chapter 11 of Bankruptcy Code. In any event, assuming that the Japanese Bankruptcy Trustee had the authority to reject the Lease, and that Section 365 somehow applies, neither Debtor nor Japanese Bankruptcy Trustee made a proper motion to the Court, which specifies the effective date of the Lease rejection, the date the tenant intended to surrender possession of the Premises to the Landlord or acknowledging that the Tenant or Japanese Bankruptcy Trustee intended to pay, forthwith and as an administrative obligation per Section 365(d)(3), the postpetition rent due through the date of Tenant's surrender of possession, Mr. O'Brien asserts. In connection with the Landlord's filing of its proof of claim in the Japanese Proceeding in the Tokyo District Court, the Landlord retained a local counsel in Tokyo: Takahiro Kawaguchi, Esq. of K&L Gates, Mr. O'Brien tells the Bankruptcy Court. Mr. O'Brien says Mr. Kawaguchi has engaged in discussions with Japanese Bankruptcy Trustee to confute a date certain by which Tenant intends to vacate and surrender possession of the Premises to the Landlord, however the Japanese Bankruptcy Trustee refuses to confirm a date certain by which Tenant intends to vacate and surrender possession of the Premises. "And while Japanese Bankruptcy Trustee has orally indicated to Mr. Kawaguchi that Tenant intends to vacate and surrender possession of the Premises as of October 22, 2010, Japanese Bankruptcy Trustee will not confirm that date -- or any other date, for that matter -- in writing," Mr. O'Brien notes. Mr. O'Brien further relates that the Tenant's representative at the Premises had previously indicated to the Landlord that Tenant intended to vacate and surrender possession of the Premises on or before September 30, 2010, which date has now passed. However, he points out that the Tenant currently continues to occupy the Premises. About Japan Airlines Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan-based company mainly engaged in the provision of air transport services. The Company is active in five business segments through its 203 subsidiaries and 83 associated companies. JAL International Co. Ltd. is a wholly owned operating subsidiary of Japan Airlines Corporation. Japan Airlines Corporation, Japan Airlines International Co., Ltd. and JAL Capital Co., Ltd., on January 19, 2010, filed the petitions to commenced corporate reorganization proceedings with the Tokyo District Court. The Court appointed the Enterprise Turnaround Initiative Corporation of Japan and Eiji Katayama, Esq., as reorganization trustees. Japan Airlines Corp. filed for reorganization January 19, 2010, in the Tokyo District Court and filed a Chapter 15 petition in New York (Bankr. S.D.N.Y. Case No. 10-10198). The Company estimated debts at $28 billion. JAPAN AIRLINES: In Talks With Lenders for Additional Loans ---------------------------------------------------------- Japan Airlines Corp.'s four biggest lenders agreed to provide JPY300 billion, or about US$3.7 billion, in additional loans to the bankrupt airline, Bloomberg News said citing the Asahi Daily newspaper. The four banks are Mizuho Financial Group Inc., Mitsubishi UFJ Financial Group Inc., Sumitomo Mitsui Financial Group Inc., and the state-run Development Bank of Japan. These banks, according to The Associated Press, citing Kyodo News, are in the final stage of talks with JAL to discuss terms of a loan of as much as JPY320 billion. Kazuo Inamori, chairman of Japan Airlines, told Kana Inagaki of The Wall Street Journal, that the company, together with the Enterprise Turnaround Initiative Corp., are trying to drum up new loans from JAL's reluctant creditors as it plans to refinance its roughly JPY300 billion debt by the end of March 2010. "We were able to transform into a company with high profitability during the April-September period," the Journal quoted Mr. Inamori as saying during a speech in Tokyo at the Foreign Correspondents Club of Japan. The additional financing will be used by the airline to finish its restructuring process by early next year, AP said. JAL filed for bankruptcy protection early this year owing US$26 billion dollars in one of Japan's biggest-ever corporate failures. JAL delisted its shares from the stock market but the company, according to Bloomberg, citing Asahi, plans to list shares by the end of 2012. About Japan Airlines Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan-based company mainly engaged in the provision of air transport services. The Company is active in five business segments through its 203 subsidiaries and 83 associated companies. JAL International Co. Ltd. is a wholly owned operating subsidiary of Japan Airlines Corporation. Japan Airlines Corporation, Japan Airlines International Co., Ltd. and JAL Capital Co., Ltd., on January 19, 2010, filed the petitions to commenced corporate reorganization proceedings with the Tokyo District Court. The Court appointed the Enterprise Turnaround Initiative Corporation of Japan and Eiji Katayama, Esq., as reorganization trustees. Japan Airlines Corp. filed for reorganization January 19, 2010, in the Tokyo District Court and filed a Chapter 15 petition in New York (Bankr. S.D.N.Y. Case No. 10-10198). The Company estimated debts at $28 billion. JAPAN AIRLINES: US DOT Tentatively OKs Antitrust Immunity Plea -------------------------------------------------------------- The United States Department of Transportation issued an order tentatively approving an antitrust immunity application filed by American Airlines and Japan Airlines. The approval, which came on October 6, will allow the two airlines to enter into a joint venture after a final DOT order and approval from the Japanese Ministry of Land, Infrastructure, Transport and Tourism, Thomas Gallagher of The Journal of Commerce Online said in an October 11 report. Under an immunized agreement, the two airlines will cooperate commercially on flights between North America and Asia while continuing to operate as separate legal entities, the report added. About Japan Airlines Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan-based company mainly engaged in the provision of air transport services. The Company is active in five business segments through its 203 subsidiaries and 83 associated companies. JAL International Co. Ltd. is a wholly owned operating subsidiary of Japan Airlines Corporation. Japan Airlines Corporation, Japan Airlines International Co., Ltd. and JAL Capital Co., Ltd., on January 19, 2010, filed the petitions to commenced corporate reorganization proceedings with the Tokyo District Court. The Court appointed the Enterprise Turnaround Initiative Corporation of Japan and Eiji Katayama, Esq., as reorganization trustees. Japan Airlines Corp. filed for reorganization January 19, 2010, in the Tokyo District Court and filed a Chapter 15 petition in New York (Bankr. S.D.N.Y. Case No. 10-10198). The Company estimated debts at $28 billion. JERRY BURKE: Case Summary & 2 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Jerry Devern Burke 249 NW 1st Ter Deerfield, FL 33441 Bankruptcy Case No.: 10-41664 Chapter 11 Petition Date: October 18, 2010 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Raymond B. Ray Debtor's Counsel: Chad T. Van Horn, Esq. 330 N Andrews Ave #450 Ft Lauderdale, FL 33301 Tel: (954) 765-3166 E-mail: chad@brownvanhorn.com Scheduled Assets: $767,766 Scheduled Debts: $1,343,934 A list of the Debtor's two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flsb10-41664.pdf JOHN CHICKERING, JR.: Case Summary & Creditors List --------------------------------------------------- Debtor: John B. Chickering, Jr. 2715 Jalmia Drive Los Angeles, CA 90046 Bankruptcy Case No.: 10-54708 Chapter 11 Petition Date: October 18, 2010 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Sheri Bluebond Debtor's Counsel: Michael Jay Berger, Esq. 9454 Wilshire Boulevard, 6th Floor Beverly Hills, CA 90212-2929 Tel: (310) 271-6223 Fax: (310) 271-9805 E-mail: michael.berger@bankruptcypower.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 13 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-54708.pdf JOSE MARTINEZ: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Jose Octavio Martinez 4640 32nd Street San Diego, CA 92116 Bankruptcy Case No.: 10-18443 Chapter 11 Petition Date: October 18, 2010 Court: U.S. Bankruptcy Court Southern District of California (San Diego) Debtor's Counsel: Roger Stacy, Esq. THE SOLUTIONS LAW CENTER, APC 3665 Ruffin Road, Suite 310 San Diego, CA 92123 Tel: (858) 677-9085 E-mail: roger@stacylawfirm.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 17 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/casb10-18443.pdf JUMBOLAIR INC: Gissy Offers to Buy Defaulted Note for $2 Million ---------------------------------------------------------------- Eric Morath, writing for Dow Jones' Daily Bankruptcy Review, reports that Gissy Holdings II LLC has agreed to pay Taylor Bean & Whitaker Mortgage Corp.'s bankruptcy estate $2 million for the Jumbolair Inc. mortgage note and a minority ownership stake in the development, pending bankruptcy court approval. Mr. Morath relates that, according to court papers, Jumbolair has failed to make payments on its $7.36 million mortgage since January 2009. The loan is secured by a lien on the runway and other community property, but not land and homes owned by Mr. Travolta and others. Jumbolair is a Florida development near Ocala, Florida, where jet- setting home owners, including actor John Travolta, can park aircraft in their backyards. The key feature of the Jumbolair estates is that every lot has access to a taxiway that allows homeowners to move their aircraft directly from their property to the massive runway. According to DBR, Mr. Travolta's attorney Michael J. McDermott, Esq., said Wednesday efforts to foreclose on or sell the property were stymied when lender Taylor Bean filed for bankruptcy protection later in 2009. Mr. McDermott said once the sale is complete, the hope is that development will restart in the partially finished community. About Taylor Bean Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala- based mortgage broker to become one of the largest mortgage bankers in the United States. In 2009, Taylor Bean was the country's third largest direct-endorsement lender of FHA-insured loans of the largest wholesale mortgage lenders and issuer of mortgage backed securities. It also managed a combined mortgage servicing portfolio of approximately $80 billion. The company employed more that 2,000 people in offices located throughout the United States. Taylor Bean filed for Chapter 11 bankruptcy protection August 24 (Bankr. M.D. Fla. Case No. 09-07047). Taylor Bean filed the Chapter 11 petition three weeks after federal investigators searched its offices. The day following the search, the Federal Housing Administration, Ginnie Mae and Freddie Mac prohibited the company from issuing new mortgages and terminated servicing rights. Taylor Bean estimated more than $1 billion in both assets and liabilities in its bankruptcy petition. Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA, in Tampa, Florida, represents the Debtor. Troutman Sanders LLP is special counsel. BMC Group, Inc., serves as claims agent. KIMMIK CORPORATION: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: The Kimmik Corporation, Inc. dba 20 West Adams Street, Inc. aka 20 West Adams Street, LLC P.O. Box 40886 Jacksonville, FL 32203-0886 Bankruptcy Case No.: 10-09078 Chapter 11 Petition Date: October 18, 2010 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Brett A. Mearkle, Esq. PARKER & DUFRESNE, P.A. 8777 San Jose Blvd., Suite 301 Jacksonville, FL 32217 Tel: (904) 733-7766 Fax: (904) 733-2919 E-mail: bmearkle@jaxlawcenter.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Marion Graham, Jr., president. L RAMON BONIN: Still Working on Projections, Wants Plan Extension ----------------------------------------------------------------- L. Ramon Bonin and Patty A. Bonin ask the U.S. Bankruptcy Court for the Central District of California to extend their exclusive periods to file and solicit acceptances for the proposed Chapter 11 Plan until November 15, 2010, and February 15, 2011, respectively. The Debtors filed their request for an extension before the exclusive periods was set to expire on October 15. The Debtors relate that they have been communicating with their principal creditors Bank of America, City National Bank, Citizens Business Bank and Comerica Bank to propose a consensual plan of reorganization. In connection therewith, the Debtors presented a term sheet to the lenders. The lenders requested financial projections to support the term sheet and the Debtors are working on the projections with the assistance of Axis Business Advisory Services, LLC, the Debtors' financial consultant. The Debtors need additional time to finalize the projections requested, to continue with their communications with the lenders to propose a consensual reorganization plan, and to coordinate with the related bankruptcy case of Dynamic. About L. Ramon Bonin San Juan Capistrano, California-based L. Ramon Bonin and Patty A. Bonin filed for Chapter 11 bankruptcy protection on March 31, 2010 (Bankr. C.D. Calif. Case No. 10-14067). James C. Bastian, Jr., Esq., at Shulman Hodges & Bastian LLP, assists the Debtors in their restructuring efforts. The Debtors estimated their assets and debts at $100 million to $500 million. L. STERLING: Case Summary & 11 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: L. Sterling Building Company, Inc. 10612 Winding Wood Trail Raleigh, NC 27613 Bankruptcy Case No.: 10-08510 Chapter 11 Petition Date: October 18, 2010 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Stephani W. Humrickhouse Debtor's Counsel: John A. Northen, Esq. NORTHEN BLUE, LLP P.O. Box 2208 Chapel Hill, NC 27515-2208 Tel: (919) 968-4441 Fax: (919) 942-6603 E-mail: jan@nbfirm.com Scheduled Assets: $3,066,250 Scheduled Debts: $2,575,970 A list of the Company's 11 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nceb10-08510.pdf The petition was signed by Lance S. Williams, president. LEHMAN BROTHERS: Creditors Back $45 Million SunCal Settlement ------------------------------------------------------------- Lehman Brothers Holdings Inc.'s unsecured creditors have thrown their weight behind a settlement between Lehman and the trustee overseeing SunCal Cos.' bankruptcy that will see Lehman commit up to $45 million to restructure the California real estate developer, Bankruptcy Law360 reports. Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LIONS GATE: BC Securities Commission Grants Cease Trading Plea -------------------------------------------------------------- James Keegan,Chief Financial Officer of Lions Gate Entertainment Corp., said the British Columbia Securities Commission heard and granted on Oct. 18, 2010, an application to cease trading the rights issued under the Shareholder Rights Plan Agreement dated July 1, 2010, between Lionsgate and CIBC Mellon Trust Company. About Lions Gate British Columbia-domiciled and Santa Monica, California- headquartered Lions Gate is a leading, diversified independent producer and distributor of motion pictures, home entertainment, television programming and animation worldwide and holds a majority interest in the pioneering CinemaNow VOD business. The Lions Gate brand name is synonymous with original, cutting edge, quality entertainment in markets around the world. Lions Gate Entertainment Corp. reported total assets of $1,592,874,000 against total liabilities of $1,594,454,000, resulting in total deficiency of $1,580,000 as of June 30, 2010. As reported by the Troubled Company Reporter on March 10, 2010, Standard & Poor's Ratings Services revised its rating outlook on Lions Gate to negative from stable. At the same time, S&P affirmed ratings on Lions Gate, including the 'B-' corporate credit rating. Lions Gate carries Moody's "B2" corporate family rating and probability of default rating. Standard & Poor's Ratings Services revised the CreditWatch implications on its 'B-' corporate credit rating for British Columbia, Canada-domiciled and Santa Monica, Calif.-headquartered Lions Gate Entertainment Corp. and its subsidiary, Lions Gate Entertainment Inc., to developing from negative. S&P initially placed the rating on CreditWatch with negative implications on March 24, 2010, in response to investor Carl Icahn's unsolicited tender offer to acquire all outstanding shares of the entertainment company's common stock. LUIS LONGORIA: Case Summary & 16 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Luis Longoria dba La Valero Fuel and Service, LMTL, Inc. 20596 Crestline Drive Diamond Bar, CA 91765 Bankruptcy Case No.: 10-54625 Chapter 11 Petition Date: October 18, 2010 Court: U.S. Bankruptcy Court Central District of California (Los Angeles Judge: Peter Carroll Debtor's Counsel: Michael R. Totaro, Esq. TOTARO & SHANAHAN P.O. Box 789 Pacific Palisades, CA 90272 Tel: (310) 573-0276 Fax: (310) 496-1260 E-mail: mtotaro@aol.com Scheduled Assets: $1,859,795 Scheduled Debts: $1,686,739 A list of the Debtor's 16 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-54625.pdf M & A LAXMI: Case Summary & 6 Largest Unsecured Creditors --------------------------------------------------------- Debtor: M & A Laxmi, Inc. dba Countryside Food Store dba M & A Food Mart 1658 Timber Crossing Lane Jacksonville, FL 32225 Bankruptcy Case No.: 10-09111 Chapter 11 Petition Date: October 19, 2010 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Brett A. Mearkle, Esq. PARKER & DUFRESNE, P.A. 8777 San Jose Blvd., Suite 301 Jacksonville, FL 32217 Tel: (904) 733-7766 Fax: (904) 733-2919 E-mail: bmearkle@jaxlawcenter.com Scheduled Assets: $1,206,360 Scheduled Debts: $1,230,770 A list of the Company's six largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-09111.pdf The petition was signed by Shilpa H. Patel, president. MANHATTAN LOAN: Case Summary & 12 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Manhattan Loan Company 2200 Northlake Parkway, Suite 277 Tucker, GA 30084 Bankruptcy Case No.: 10-09120 Chapter 11 Petition Date: October 19, 2010 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Robert P. Morrow, Jr., Esq. THE LAW OFFICES OF ROBERT P. MORROW, JR., P.A. 225 East Church Street Jacksonville, FL 32202 Tel: (904) 353-1000 E-mail: robert.morrowpa@comcast.net Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 12 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-09120.pdf The petition was signed by Melton Harrell, president. MARIA SANTOS FRANCO: Case Summary & 13 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Maria Virginia Santos Franco URB Montehiedra 163 Pitirre Street San Juan, PR 00926 Bankruptcy Case No.: 10-09758 Chapter 11 Petition Date: October 19, 2010 Court: U.S. Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Enrique M. Almeida Bernal, Esq. ALMEIDA & DAVILA PSC P.O. Box 191757 San Juan, PR 00919-1757 Tel: (787) 722-2500 Fax: (787)722-2227 E-mail: ealmeida@almeidadavila.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 13 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/prb10-09758.pdf MARKET DEVELOPMENT: Chapter 11 Reorganization Case Dismissed ------------------------------------------------------------ The Hon. Harry C. Dees, Jr., of the U.S. Bankruptcy Court for the Northern District of Alabama dismissed the Chapter 11 case of Market Development Specialists, Inc. As reported in the Troubled Company Reporter on July 26, 2010, the United States of America, on behalf of its agency, the Internal Revenue Service, asked for the dismissal of the Debtor's case because the Debtor failed to file and likely failed to pay its Form 941 FICA tax return for the first and second quarter 2010 FICA taxes. Elkhart, Indiana-based Market Development Specialists, Inc. -- dba RetroBytes and Wintergreen Systems -- filed for Chapter 11 bankruptcy protection on April 1, 2010 (Bankr. N.D. Ind. Case No. 10-31487). John S. Hosinski, Esq., who has an office in South Bend, Indiana, represented the Debtor in its restructuring effort. In its schedules, the Debtor disclosed $17,401,356 in assets and $25,137,362 in liabilities. MARKWEST ENERGY: Moody's Assigns 'B1' Rating to $500 Mil. Notes --------------------------------------------------------------- Moody's Investors Service assigned a B1 (LGD4, 65%) rating to MarkWest Energy Partners, L.P. proposed $500 million senior unsecured notes due 2020. The outlook remains stable. MarkWest will use the proceeds of the note offering to repay the outstanding $375 million of senior notes due in 2014 with the remaining proceeds available for future capital investments in its operations which include natural gas gathering, transmission, and processing. Ratings Rationale "The incremental debt modestly increases leverage, however recent financial results and projected cash flow is sufficient to support the increased debt burden at the current Corporate Family Rating, or CFR, of Ba3," said Stuart Miller, Moody's Vice President. "In addition, Moody's take comfort from the partnership's stated intention to continue to issue equity from time to time to fund its rapid expansion." Since the last rating action on March 29, 2010, the partnership has issued $142 million of common equity, added new producer agreements that include significant acreage dedications, and entered into new strategic arrangements with NiSource Finance Corporation (Baa3, stable) and Sunoco Logistics (Baa2, stable). These steps have strengthened the balance sheet and created the opportunity for cash flow growth. However, the strategic arrangements will require capital investment which will likely lead to borrowings under the partnership's credit facility or more capital market activity in the future. MarkWest's leverage ratio is one of the more important factors in determining the partnership's debt rating due to the underlying business risk of the partnership. Pro forma for the offering, MarkWest's ratio of debt to EBITDA will increase to 4.2x (using Moody's customary adjustments). Moody's CFR of Ba3 incorporates the steps the partnership has taken to reduce commodity price risk and volume risk through hedging and entering into fee-based service contracts. However, a high level of risk remains, and with the expectation of continuing, significant negative cash flow after capital expenditures and distributions, Moody's believe the current ratings will come under pressure with the incurrence of additional debt if it is not balanced with a corresponding amount of new equity. To satisfy its liquidity needs, MarkWest relies on its senior secured revolving credit facility. In July 2010, the partnership amended its credit facility by increasing the amount to $705 million and by extending the maturity until July 2015. Pro forma for the new note offering, the entire amount of the facility will be available to fund capital expenditures or distributions to unit holders. Therefore, near term liquidity is more than adequate. A near term upgrade in the partnership's rating is unlikely given the expectation for negative free cash flow for the foreseeable future coupled with its current leverage ratio. A negative action could result if leverage increases to 5.0x either due to the issuance of additional debt or a fall off in operating performance. The last rating action affecting MarkWest occurred on March 29, 2010, when Moody's upgraded the CFR and Probability of Default to Ba3 from B1 and upgraded the senior note rating to B1 (LGD4, 62%) from B2 (LGD 4, 65%). MarkWest Energy Partners, L.P., is headquartered in Denver, Colorado. MASSEY ENERGY: S&P Puts 'BB-' Rating to CreditWatch Developing -------------------------------------------------------------- Standard & Poor's Ratings Services said that it placed its ratings on Richmond, Va.-based Massey Energy Co., including its 'BB-' corporate credit rating, on CreditWatch with developing implications, which means that S&P could affirm, raise, or lower the ratings following completion of S&P's review. The CreditWatch listing follows recent press reports suggesting that Massey is exploring strategic options, including a sale to another coal producer or a private-equity firm, an acquisition of another company, or remaining independent. "The outcome of the strategic alternatives could have a negative effect on S&P's assessment of the company's overall business and financial risk profiles, given the potential for a debt financed acquisition of another coal company or leveraged buyout by a private equity firm or strategic buyer," said Standard & Poor's credit analyst Marie Shmaruk. Alternatively, the company's business and financial risk profiles could improve if it makes an acquisition that expands the company's geographic and product diversity or it is acquired by a stronger entity and any potential transaction is funded in such a way that results in improved credit measures. S&P will monitor developments regarding the pursuit of strategic alternatives and assess its impact on Massey's overall credit profile if a transaction is announced or if one becomes less likely. MCCLATCHY COMPANY: Reports $12 Million Net Income for 3rd Quarter ----------------------------------------------------------------- The McClatchy Company reported net income in the third quarter of 2010 of $12.1 million. Adjusted earnings in the third quarter of 2010, excluding unusual items, were $10.6 million. In the third quarter of 2009 the Company's earnings from continuing operations were $23.6 million. Adjusted earnings from continuing operations in the third quarter of 2009, excluding unusual items, were $11.0 million. Unusual items affecting the third quarter results in each year are discussed below. Revenues in the third quarter of 2010 were $327.7 million, down 5.7% from revenues of $347.4 million in the third quarter of 2009. Advertising revenues were $249.1 million, down 6.4%, and circulation revenues were $66.4 million, down 3.8%. Cash operating expenses in the third quarter, excluding severance costs, declined $10.7 million, or 4.2%, from the 2009 third quarter. Management noted that earnings in the third quarter of 2010 benefited from the reversal of tax reserves and related interest as tax years in certain states closed. First Nine Months Results Income from continuing operations in the first nine months of 2010 was $17.4 million or 20 cents per share. Adjusted earnings from continuing operations, excluding several unusual items discussed below, were $23.6 million or 28 cents per share. Total net income, including discontinued operations, was $21.4 million. Income from continuing operations for the first nine months of 2009 was $27.9 million, or 33 cents per share, and was affected by the unusual items discussed below. Adjusted earnings from continuing operations were $11.0 million, or 13 cents per share, in the first nine months of 2009. Revenues in the first nine months of 2010 were down 6.8% to $1.0 billion compared to $1.1 billion in the 2009 period. Advertising revenues in the 2010 period totaled $762.6 million, down 8.6%, and circulation revenues were $203.7 million, down 1.5%. A full-text copy of the Earnings Release is available for free at http://ResearchArchives.com/t/s?6cc2 About The McClatchy Company Sacramento, Calif.-based The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest newspaper company in the United States, publishing 30 daily newspapers, 43 non-dailies, and direct marketing and direct mail operations. McClatchy also operates leading local websites in each of its markets which extend its audience reach. The websites offer users comprehensive news and information, advertising, e-commerce and other services. Together with its newspapers and direct marketing products, these interactive operations make McClatchy the leading local media company in each of its premium high growth markets. McClatchy-owned newspapers include The Miami Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer, and The News & Observer (Raleigh). * * * The Troubled Company Reporter said on Feb. 15, 2010, Moody's Investors Service upgraded The McClatchy Company's Corporate Family Rating to Caa1 from Caa2, Probability of Default Rating to Caa1 from Caa2, and senior unsecured and unguaranteed note ratings to Caa2 from Caa3, concluding the review for upgrade initiated on January 27, 2010. The upgrades reflect McClatchy's improved liquidity position and reduced near-term default risk following completion of the company's refinancing, and its ability to stabilize EBITDA performance through significant cost reductions. The rating outlook is stable. MEG ENERGY: S&P Raises Corporate Credit Rating to 'BB' ------------------------------------------------------ Standard & Poor's Ratings Services said it raised its long-term corporate credit rating on MEG Energy Corp. to 'BB' from 'BB-' based on the company's successful track record with project execution and ability to keep debt at moderate levels during the initial stages of its in-situ oil sands steam-assisted gravity drainage development projects. The outlook is stable. At the same time, Standard & Poor's raised its rating on the company's senior secured debt outstanding to 'BBB-' from 'BB+'. The '1' recovery rating on the debt is unchanged. S&P removed the ratings from CreditWatch with positive implications, where S&P placed them June 24, 2010. The upgrade reflects S&P's belief that MEG has maintained a stronger financial risk profile relative to those of many other rated companies with start-up SAGD projects, due to the large proportion of private equity raised since the company's inception and its recently completed IPO. "With the completion of its first two development phases, MEG's daily average production is still fairly small; however, based on the pace of production ramp-up to date, S&P expects the company should be able to sustain its production levels at design capacity during S&P's 12-24 month forecast period," said Standard & Poor's credit analyst Michelle Dathorne. "Although S&P expects debt levels will likely increase slightly as MEG works to complete its 35,000 barrels per day Phase 2B expansion, S&P nevertheless believe MEG's cash flow protection metrics will strengthen to levels commensurate with the 'BB' rating. At present, S&P's analysis of the company's financial risk profile has placed greater emphasis on its capital structure; however, debt-to-EBITDA will take on greater significance as production increases," Ms. Dathorne added. The ratings on MEG reflect Standard & Poor's assessment of the company's weak cash flow generation, below-average profitability during the initial phases of its multiyear steam-assisted gravity drainage project development, and discounted realized crude oil prices. In S&P's opinion, the company's large high-quality resource base, good visibility to long-term production growth, and competitive full-cycle cost profile offset these weaknesses. In S&P's view, MEG's satisfactory business risk profile reflects its current low profitability during the initial phases of project development, and the discounted realized crude oil prices associated with its low API gravity bitumen production. S&P believes the investment-grade characteristics associated with the company's large high-quality resource base, visibility to long- term production growth, and competitive cost profile offset these weaknesses. As MEG's production levels have been relatively low during the development and production ramp-up of Phases 1 and 2, the company's return on capital employed has so far been negligible. Based on the project's full-cycle costs, which Standard & Poor's estimates at C$25-C$26 per barrel (including sustaining capital of about C$5 per barrel), MEG should generate strong netbacks at midcycle crude oil prices, despite earning a discounted price for its low API gravity bitumen production; and the incremental costs associated with the diluent, which further discount the potential realized netback. The stable outlook reflects Standard & Poor's expectation that MEG Energy will continue its effective cost management of the multi- stage development of its Christina Lake in-situ oil sands assets, and specifically that the company will complete its 35,000 barrel- per-day Phase 2B expansion without unduly compromising its balance sheet. As MEG has attracted a significant amount of equity financing to complete its development projects to date, the company's capital structure, with fully adjusted debt-to-capital of 25.6% at June 30, 2010, is significantly underlevered relative to its SAGD and conventional upstream rating peer group. In S&P's view, MEG's ability to remain underlevered has strengthened its financial risk profile. Since existing cash resources are sufficient to fund the majority of the Phase 2B development costs, S&P believes the company's total debt levels should only increase marginally until 2012. As a result, its debt-to-EBITDA, which S&P has previously not emphasized in S&P's credit analysis, could improve to 3.0x-3.5x, after production ramps up to the cumulative 60,000 barrels per day design capacity following completion of the Phase 2B expansion. If the company achieves and sustains debt-to- EBITDA in this range, S&P would raise the rating to 'BB+'. As the Phase 2B construction and project ramp-up will not occur until 2013, and the ratings are unlikely to rise before the Phase 2B ramp-up occurs, the outlook's tenor is longer than would be customary at the 'BB' rating level. Although S&P attributes a low probability of a negative rating action occurring in 2011 and 2012, S&P could lower the ratings if there is a material increase in Phase 2B costs that the company elects to fund with debt, or production economics weaken due to rising full-cycle costs. MEREDITH WINBORN: Case Summary & 10 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Meredith Joyce Winborn 2171 South El Camino Real, #203 Oceanside, CA 92054 Bankruptcy Case No.: 10-18492 Chapter 11 Petition Date: October 19, 2010 Court: U.S. Bankruptcy Court Southern District of California (San Diego) Judge: Louise DeCarl Adler Debtor's Counsel: Arthur Stockton, Esq. STOCKTON LAW OFFICES 27322 Calle Arroyo, Suite 36D San Juan Capistrano, CA 92675 Tel: (866) 682-8776 Fax: (866) 207-4082 E-mail: art@stocktonlawoffices.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 10 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/casb10-18492.pdf MERUELO MADDUX: Legendary & Hartland Plans Sent to Creditors ------------------------------------------------------------ Bankruptcy Law360 reports that a judge has signed off on a pair of amended disclosure statements from rival parties in the Meruelo Maddux Properties Inc. bankruptcy, setting the stage for creditors to debate a set of proposals to revive the hobbled real estate company. Judge Kathleen Thompson of the U.S. Bankruptcy Court for the Central District of California on Tuesday approved competing reorganization plans from Meruelo equity holders Charlestown Capital Advisors LLC and Hartland. Judge Thompson approved the disclosure statement explaining the Chapter 11 plan proposed by management in early August. Three parties have filed competing plans for Meruelo Maddux: (1) The Company. -- The plan provides for the payment in full of all claims over time with interest. The secured claims will be paid interest only over the term of the Plan and the principal balance will be paid either through the sale of the property securing the claim or the refinance of the secured debt. PI shareholders will retain their shares in MMPI. General unsecured creditors will be paid within 30 days after the effective date with interest from the Petition Date at 5% per annum. Holders of unsecured claims will be paid in the full amount of their claims over 5 years from the effective date. See http://bankrupt.com/misc/MMP_MgtPlan_091510.pdf (2) Lenders Legendary Investors Group No. 1 LLC and East West Bank. -- The plan's foundation is an $80 million recapitalization via a $5 million cash infusion by Legendary, conversion of about $65 million of debt to equity and a $10 million rights offering to holders of Meruelo Maddux existing common stock. East West will receive 70% to 80% of the stock of the reorganized company. Holders of unsecured claims will receive a cash payment equal to 100% of the amount of their allowed claims on the effective date, plus simple interest at 5% per annum for the period from the petition date through the date each allowed claim is paid. Interest will be at the Federal Judgment Rate if the creditors vote to reject the plan. Holders of the existing stock will receive 20% of the stock in the reorganized company. See http://bankrupt.com/misc/MMP_LendersPlan_091010.pdf (3) Existing shareholders Charlestown Capital Advisors LLC and Hartland Asset Management Corp. -- Under the plan, MMPI will receive a $31 million cash investment from Charleston and Hartland-led investors and from a rights offering made available to existing MMPI shareholders. Non-insider general unsecured creditors will be paid in full with interest as soon as the plan becomes effective. Holders of secured claims will receive monthly interest payments at 5.25% for four years with full payment on the principal balance four years after the effective date. Reorganized MMPI will issue to existing holders of MMPI interests, if they elect to receive stock instead of cash, will receive up to 26% of the total stock of the reorganized company. Stockholders can also purchase up to 19% of the stock in an $8 million rights offering. See http://bankrupt.com/misc/MMP_ShareholdersPlan_091510.pdf The Creditors Committee is recommending that creditors turn down the management plan. The Committee supports the lenders' plan. The Committee noted that the lenders' plan will pay creditors in full with interest shortly after plan confirmation while the company plan would pay creditors in full over five years. The Company has said that East West is taking a predatory action by converting real estate debt into a controlling interest in a company. East West also appears to be proposing it use TARP money obtained by the federal government as a part of its effort to complete its hostile takeover of Meruelo Maddux. Charleston and Hartland are represented by: Christopher E. Prince, Esq. Matthew A. Lesnick, Esq. Andrew R. Cahill, Esq. LESNICK PRINCE LLP 185 Pier Avenue, Suite 103 Santa Monica, CA 90405 Tel: (213) 291-8984 Fax: (310) 396-0963 E-mail: cprince@lesnickprince.com matt@lesnickprince.com acahill@lesnickprince.com Legendary Investors is represented by: Jeremy V. Richards, Esq. Jeffrey W. Dulberg, Esq. PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., 11th Floor Los Angeles, CA 90067-4100 Tel: (310) 277-6910 Fax: (310) 201-0760 E-mail: jrichards@pszjlaw.com jdulberg@pszjlaw.com - and - Surjit P. Soni, Esq. THE SONI LAW FIRM 35 N. Lake Ave., Suite 720 Pasadena, CA 91101 Tel: (626) 683-7600 Fax: (626) 683-1199 E-mail: surj@sonilaw.com East West Bank is represented by: Curtis C. Jung, Esq. Monica H. Lin, Esq. JUNG & YUEN, LLP 888 South Figueroa Street, Suite 720 Los Angeles, CA 90017 Tel: (213) 689-8880 Fax: (213) 689-8887 E-mail: curtis@jyllp.com - and - Elmer Dean Martin III, Esq. 22632 Golden Springs Dr., Suite 190 Diamond Bar, CA 91765 Tel: (909) 861-6700 Fax: (909) 860-3801 E-mail: elmer@bankruptcytax.net The Creditors Committee is represented by; Victor A. Sahn, Esq. Dean G. Rallis Jr., Esq. Asa S. Hami, Esq. Tamar Kouyoumjian, Esq. SULMEYERKUPETZ 333 South Hope Street, 35th Floor Los Angeles, CA 90071-1406 Tel: (213) 626-2311 Fax: (213) 629-4520 E-mail: vsahn@sulmeyerlaw.com drallis@sulmeyerlaw.com ahami@sulmeyerlaw.com tkouyoumjian@sulmeyerlaw.com About Meruelo Maddux Meruelo Maddux and its affiliates filed for Chapter 11 protection on March 26, 2009 (Bankr. C.D. Calif. Lead Case No. 09-13356). Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N. Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the Debtors in their restructuring effort. The Creditors Committee is represented by Victor A. Sahn, Esq., Dean G. Rallis Jr., Esq., Asa S. Hami, Esq., and Tamar Kouyoumjian, Esq., at SULMEYERKUPETZ. The Debtors' financial condition as of December 31, 2008, showed $681,769,000 in assets and $342,022,000 of debts. MESA AIR: Creditors Committee to Get Co-Exclusivity for Plan ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Mesa Air Group, Inc., and certain of its direct and indirect subsidiaries in these Chapter 11 cases, as debtors and debtors-in-possession, filed a statement in connection with the Debtors' request for a second extension of their exclusive period to propose and solicit acceptances of a Chapter 11 plan. The Court's August 12, 2010 Order extends the Debtors' Exclusive Plan Proposal Period to October 21, 2010, and Exclusive Solicitation Period to December 22, 2010, and requires the Creditors' Committee to file and serve any objection by October 8, 2010, in the event the Committee objects to any further extension of exclusivity. Barring an objection by the Creditors' Committee, the Debtors' Exclusive Plan Proposal Period and Exclusive Solicitation Period will be automatically extended an additional 41 days to December 1, 2010, and February 1, 2011. Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York, relates that the Creditors' Committee raised certain informal concerns with the Debtors regarding their continued exclusivity. In resolution of those concerns and in lieu of filing an objection to the Motion, the Debtors have consented to providing the Committee with co-exclusivity to file and solicit a plan of reorganization, effective January 15, 2011. The Debtors and Creditors' Committee intend to submit a form of stipulated order formalizing the agreement regarding co- exclusivity as soon as practicable, Mr. Miller informs the Court. About Mesa Air Group Mesa currently operates 130 aircraft with approximately 700 daily system departures to 127 cities, 41 states, Canada, and Mexico. Mesa operates as Delta Connection, US Airways Express and United Express under contractual agreements with Delta Air Lines, US Airways and United Airlines, respectively, and independently as Mesa Airlines and go! Mokulele. This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company, founded by Larry and Janie Risley in New Mexico in 1982, has approximately 3,500 employees. Mesa Air Group Inc. and its units filed their Chapter 11 petitions Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing assets of $976 million against debt totaling $869 million as of Sept. 30, 2009. Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel. Imperial Capital LLC is the investment banker. Epiq Bankruptcy Solutions is claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Mesa Air Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000). MESA AIR: Disclosure Statement Hearing Postponed to Nov. 10 ----------------------------------------------------------- The hearing on the Disclosure Statement explaining the Joint Chapter 11 Plan of Reorganization of Mesa Air Group, Inc., and its debtor subsidiaries, and the motion for its approval, has been adjourned to November 10, 2010, at 2:00 p.m., prevailing Eastern Time, or as soon thereafter as counsel may be heard. The Disclosure Statement hearing was previously scheduled for October 26, 2010. Responses, objections and proposed modifications to the Disclosure Statement and the Motion to Approve must be received by November 3, 2010, at 4:00 p.m., prevailing Eastern Time. Untimely objections may not be heard at the Disclosure Statement hearing. The Disclosure Statement hearing may be adjourned or continued from time to time by the Debtors or the United States Bankruptcy Court for the Southern District of New York without further notice to creditors or parties-in-interest other than an announcement at the hearing or at a later hearing, or by notice on the Court's docket. The Chapter 11 Plan Mesa Air Group, Inc., and its affiliated debtors and debtors-in- possession delivered to the U.S. Bankruptcy Court for the Southern District of New York a Joint Plan of Reorganization and a Disclosure Statement in support of the Joint Plan on September 17, 2010. The Plan provides for these terms: * The Plan effectuates a reorganization of the Debtors through the issuance of New Common Stock by the ultimate corporate parent, Reorganized Mesa Air Group, which, on the effective date of the Plan, will be deemed to own all of the ownership interests in the other Reorganized Debtors; New 8% Notes and U.S. Air Note issued by Reorganized Mesa Air Group; and New Warrants to acquire shares of the New Common Stock, and the preservation of the Debtors' business operations and going concern value. The Debtors will distribute (i) New Common Stock to holders of Allowed Class 3 Claims and Allowed Class 5 Claims that are U.S. Citizens, and (ii) New Warrants to all holders of Allowed Class 3 Claims that are Non-U.S. Citizens. * Holders of Interests will neither receive nor retain any property under the Plan. * The Plan will be funded by way of the Debtors' cash on hand, revenues from ordinary course operations, and proceeds of asset sales. * There will be no substantive consolidation of the Debtors' Estates under the Plan. * As consideration for entry into the U.S. Airways Code- Share Tenth Amendment, U.S. Airways, Inc. will receive approximately 10% of the New Common Stock, and the Management Equity Pool will be reserved for distribution under the management/employee equity incentive plan that will be established by the Reorganized Board. * Pursuant to the Plan, each U.S.-Citizen holder of an Allowed General Unsecured Claim will be allocated its share of New Common Stock and the New 8% Notes. Each non- U.S.-Citizen holder of an Allowed General Unsecured Claim will be allocated its share of New Warrants and the New 8% Notes. * There will be a separate convenience class comprising De Minimis Convenience Claims, which are general unsecured claims of $100,000 or less, and which will receive certain percentages in cash payment. Other than Noteholders, unsecured creditors will be allowed to opt into the convenience claim class if desired. * All existing Interests in Mesa Air Group will be extinguished and the holders of the Interests will not receive or retain any property on account of the Interests. Reorganized Mesa Air Group will be vested directly or indirectly with the Interests in the Reorganized Debtor Subsidiaries and the Liquidating Debtors. * Intercompany Claims will be taken into account in assessing the value of the applicable Debtors, but Holders of Intercompany Claims will not directly receive or retain any property on account of the Claims under the Plan. * All other senior Allowed Claims, including Administrative Claims, Priority Tax Claims, Priority Non-tax Claims, and Secured Claims, will be paid or otherwise satisfied pursuant to the terms of the Plan. Full-text copies of the Plan and the Disclosure Statement, including the liquidation analysis and financial projections, are available at no charge at: http://bankrupt.com/misc/Mesa_Ch11Plan091710.pdf http://bankrupt.com/misc/Mesa_DisclosureStatement091710.pdf The Debtors are targeting a hearing on the confirmation of the Plan at 10:00 a.m., Eastern Time, on December 15, 2010. About Mesa Air Group Mesa currently operates 130 aircraft with approximately 700 daily system departures to 127 cities, 41 states, Canada, and Mexico. Mesa operates as Delta Connection, US Airways Express and United Express under contractual agreements with Delta Air Lines, US Airways and United Airlines, respectively, and independently as Mesa Airlines and go! Mokulele. This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company, founded by Larry and Janie Risley in New Mexico in 1982, has approximately 3,500 employees. Mesa Air Group Inc. and its units filed their Chapter 11 petitions Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing assets of $976 million against debt totaling $869 million as of Sept. 30, 2009. Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel. Imperial Capital LLC is the investment banker. Epiq Bankruptcy Solutions is claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Mesa Air Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000). METALDYNE LLC: Moody's Affirms 'B1' Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service affirmed the B1 Corporate Family and Probability of Default Ratings of Metaldyne, LLC, following the company's upsizing of its proposed senior secured term loan facility to $250 million from $225 million. Moody's also affirmed the B1 rating of the resized term loan. The rating outlook is stable. Proceeds from the $25 million increase of the term loan will be used to fund a correspondingly higher distribution to the company's shareholders (including the company's lead sponsors, The Carlyle Group and Solus Alternative Asset Management LP). In affirming the B1 ratings Moody's said that Metaldyne's leverage will increase modestly as a result of the term loan upsizing. However, due to increased market demand, the interest rate on the term loan will be lower than originally anticipated. Consequently, key debt service metrics will largely remain in line with Moody's earlier expectations, and the company's overall risk profile remains unchanged. These ratings were affirmed: -- Corporate Family Rating, B1; -- Probability of Default, B1; -- B1 (LGD3, 44%), for the $250 million senior secured term loan The last rating action was on September 30, 2010, when the B1 Corporate Family Rating was assigned. Metaldyne, LLC, is a global manufacturer of highly engineered metal-based components for light vehicle engine, transmission and driveline applications for the global automotive light vehicle market. The company is wholly owned subsidiary of MD Investors Corporation which itself is owned by a coalition of investors led by The Carlyle Group and Solus Alternative Asset Management LP. METRO-GOLDWYN-MAYER: Icahn Wants to Buy Debt; Nixes Spyglass Deal ----------------------------------------------------------------- Entities affiliated with Carl Icahn are offering holders of senior secured loans of Metro-Goldwyn-Mayer Inc. the right to put loans to Icahn Affiliates at a purchase price of $0.45 per $1.00 in principal amount on a first-come, first-served basis. The offer will give participating holders of Senior Loans the right to keep the upside on their MGM position, if there is one, without taking risk on the downside. The offer is conditioned on a minimum of $963,000,000 in principal amount in Senior Loans participating in the offer. If this amount participates in the offer, and the other conditions to the offer are met, Mr. Icahn will be obligated to accept that amount on a first-come, first-served basis. Mr. Icahn reserves the right to accept more Senior Loans in the offer but is not obligated to do so. The offer will expire at the voting deadline for the MGM/Spyglass Prepackaged Plan on October 29, 2010, unless extended by Mr. Icahn's affiliates in their sole discretion. American Bankruptcy Institute has said that MGM's decision on Friday to extend the voting period for a pre-packaged bankruptcy plan to Oct. 29 bodes well for the Carl Icahn-backed counterplan submitted to the studio last week. The put will be usable and exercisable by participating lenders from October 29, 2010, until two weeks after the date MGM exits bankruptcy or for one year, whichever comes first. Participating lenders will be required to vote against the Spyglass Plan and will be required to grant a proxy to Mr. Icahn. Those voting rights will continue through the exercise period of the put right. Mr. Icahn stated that he is firmly opposed to MGM's current proposed Spyglass Plan and the related transaction with Spyglass. He characterized the Spyglass Plan as a "prescription for disaster". Mr. Icahn noted that "the plan is being backed by certain members of the MGM creditors committee, and is being ramrodded through with the typical fear tactic that the "sky will fall" if the plan is not approved." Mr. Icahn stated that he believes that "it is more likely for the sky to fall if the Spyglass Plan was approved." Mr. Icahn further stated: This is the critical decision point for MGM lenders, yet we are being rushed into an extraordinary Prepackaged Plan with limited information and input, on a "hurry up basis" that frustrates any dissent. I hope to defeat this "rush to judgment". "I URGE ALL SENIOR LENDERS TO VOTE AGAINST THE SPYGLASS PLAN, even if they do not wish to accept our offer. A 'No' vote will force an open and transparent process to allow all lenders the full and fair opportunity to evaluate all information and obtain complete, unbiased analysis regarding all offers and opportunities that may be available for MGM. It is interesting to note that Lionsgate has made an offer but their request to put it out publicly has been refused. It has also come to my attention that at least one other offer has been made which has not been made public by MGM or the MGM creditors committee. It is my intention to bring all of these offers to light. WE SHOULD NOT ALLOW OURSELVES TO BE RAILROADED INTO THE SPYGLASS PLAN," Mr. Icahn said. To be eligible for the offer, holders must own Senior Loans issued under the April 2005 MGM Credit Facility as of the October 4, 2010 record date for the Spyglass Plan and must have voted against that plan. The offer will be conditioned on the Spyglass Plan being rejected. The offer is subject to the terms and conditions of the definitive offer documents which are available from the Information Agent. Any questions or requests for assistance or documents, including definitive Icahn offer documents, may be directed to Innisfree M&A Incorporated, the Information Agent for the offer, at: Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, NY 10022 Toll-Free: (888) 750-5833 * * * The Wall Street Journal's Mike Spector and Lauren A. E. Schuker report that MGM's debt currently trades around 45 cents, so Mr. Icahn's deal doesn't offer creditors any premium. According to the Journal, people familiar with the matter said Mr. Icahn for weeks has privately been trying to rally dissident creditors to his cause. The Journal also notes a small MGM creditors committee -- which includes J.P. Morgan Chase & Co., Anchorage Advisors and Highland Capital Management -- held several merger talks with Lions Gate over the summer, but the two sides disagreed on how to value the two studios. As reported by the Troubled Company Reporter on October 13, 2010, Claudia Eller, writing for The Los Angeles Times, said people close to the matter indicated that Lions Gate made another merger proposal to MGM lenders, which would give the MGM lenders a 55% stake in the merged company. The Journal's Mr. Spector and Ms. Schuker report that MGM's largest creditors have balked at the offer, countering that MGM is worth close to $2 billion -- twice Lions Gates' current market capitalization. Mr. Icahn, who is Lions Gate's largest shareholder, with over 37% ownership as of end August, also holds half a billion dollars of MGM's debt. Prepack Bankruptcy As reported by the Troubled Company Reporter on October 8, 2010, MGM has begun a solicitation of votes from its secured lenders for a pre-packaged plan of reorganization. MGM expects to continue normal business operations throughout the restructuring process. The Plan provides for MGM's employees, vendors, participants, guilds, and licensees to be unimpaired. The Plan provides for MGM's secured lenders to exchange more than $4 billion in outstanding debt for approximately 95.3% of equity in MGM upon its emergence from Chapter 11. Spyglass Entertainment would contribute certain assets to the reorganized company in exchange for approximately 0.52% of the reorganized company. In addition, two entities owned by Spyglass affiliates -- Cypress Entertainment Group, Inc. and Garoge, Inc. -- will merge with and into a subsidiary of MGM, with the MGM subsidiary as the surviving entity. The stockholders of Cypress and Garoge will receive approximately 4.17% of the reorganized company in exchange. Following the receipt of the requisite consents from secured lenders during the solicitation period, and to implement the debt restructuring, MGM intends to commence pre-packaged Chapter 11 cases under the U.S. Bankruptcy Code and seek confirmation of the Plan. Gary Barber and Roger Birnbaum, currently Co-Chairman and Chief Executive Officer of Spyglass Entertainment, would serve as the Co-Chairman and Chief Executive Officer of MGM following the company's emergence from Chapter 11. The deadline for the Company's secured lenders to vote on the Plan is October 22, 2010, unless extended. Only holders of secured debt as of October 4, 2010 under MGM's April 8, 2005 Credit Agreement will be solicited. The Wall Street Journal's Mike Spector and Lauren A. E. Schuker report that if MGM gets enough creditor support, it hopes to spend roughly two months under Chapter 11 bankruptcy protection. When it exits bankruptcy, MGM's ambitions will be scaled back to making only a handful of new movies each year. The studio plans to tap a new $500 million credit line to finance new film production, people familiar with the matter said, far less than the company had originally envisioned. MGM is grappling with $3.7 billion in debt. MGM has received a series of forbearance agreements from its bondholders and lenders, wherein the lenders extended the period during which MGM won't have to pay principal and interest on its bank debt, including a revolving credit facility. The latest forbearance agreement expires October 29. MGM tried to sell itself in March 2010 but received low bids. According to The Wall Street Journal, Sahara India Pariwar offered a bit more than $2 billion for MGM in September, but the studio's creditors rejected the overture. MGM has hired investment bank Moelis & Company and the law firm Skadden, Arps, Slate, Meagher & Flom. In August 2009, it hired the restructuring expert Stephen F. Cooper to help lead the company. About Metro-Goldwyn-Mayer Metro-Goldwyn-Mayer, Inc., is an independent, privately held motion picture, television, home video, and theatrical production and Distribution Company. The Company owns the world's largest library of modern films, comprising approximately 4,000 titles, and over 10,400 episodes of television programming. An investor consortium, comprised of Providence Equity Partners, TPG Capital, Sony Corporation of America, Comcast Corporation, DLJ Merchant Banking Partners and Quadrangle Group, owns MGM. MICHAEL CHANDLER, SR.: Case Summary & Creditors List ---------------------------------------------------- Debtor: Michael Scott Chandler, Sr. 661 Rosedale Road Kennett Square, PA 19348 Bankruptcy Case No.: 10-19012 Chapter 11 Petition Date: October 18, 2010 Court: U.S. Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Stephen Raslavich Debtor's Counsel: Eugene A. Steger, Jr., Esq. EUGENE STEGER & ASSOCIATES PC 411 Old Baltimore Pike Chadds Ford, PA 19317 Tel: (6100 388-7737 E-mail: esteger@stegerlaw.net Scheduled Assets: $2,488,524 Scheduled Debts: $720,174 A list of the Debtor's seven largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/paeb10-19012.pdf MS GRAND: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: MS Grand Inc. 4800 Walden Lane Lanham, MD 20706 Bankruptcy Case No.: 10-33911 Chapter 11 Petition Date: October 19, 2010 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Paul Mannes Debtor's Counsel: Linda D. Regenhardt, Esq. BAILEYGARY PC 8500 Leesburg Pike, Suite 7000 Vienna, VA 22182 Tel: (703) 848-2828 Fax: (703) 893-9276 E-mail: lregenhardt@garyreg.com Scheduled Assets: $6,902,283 Scheduled Debts: $8,510,034 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mdb10-33911.pdf The petition was signed by Min Sik Kang, president. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Wesleyan Kim 08-13577 02/04/09 NCD DEVELOPMENT: Files List of 10 Largest Unsecured Creditors ------------------------------------------------------------- NCD Development, Inc., has filed with U.S. Bankruptcy Court for the Northern District of Texas its list of 10 largest unsecured creditors, disclosing: Entity Nature of Claim Claim Amount ------ --------------- ------------ UCA, Inc. 3207 Skylane Drive, Suite 110 Trade debt for lease Carrollton, TX 75006 of storage containers that were not provided $56,000 ERWS Trade debt incurred 11016 South Pipeline Road in construction of a Euless, TX 76040 retaining wall $13,600 Hedgewood Group Trade debt incurred 16990 Dallas Pkwy, Suite 215 for property tax Dallas, TX 75248 consulting services $9,592 H&E Equipment Services Trade debt incurred by former general contractor for alleged equipment rental $8,900 Royal Signs & Graphics Trade debt associated with manufacture and installation of signage $8,500 Shelter Distribution Trade debt incurred with purchase of roofing supplies $5,181 Paetec / McLeod USA Telecom Trade debt for alleged services that were never activated/provided $3,000 Settle & Pou Trade debt - legal services $1,824 Allied Wastes Services Trade debt provided for dumpster and waste hauling $370 United Site Services, Inc. Trade debt in providing portable toilets $300 Fort Worth, Texas-based NCD Development, Inc., filed for Chapter 11 bankruptcy protection on October 3, 2010 (Bankr. N.D. Tex. Case No. 10-46416). Randy Ford Taub, Esq., at the Law Office of R. Ford Taub, assists the Debtor in its restructuring effort. The Debtor estimated its assets at $1 million to $100 million and debts at $1 million to $10 million. NCD DEVELOPMENT: Files Schedules of Assets & Liabilities -------------------------------------------------------- NCD Development, Inc., has filed with the U.S. Bankruptcy Court for the Northern District of Texas its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $2,639,734 B. Personal Property $107,068 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $4,287,072 E. Creditors Holding Unsecured Priority Claims $50,878 F. Creditors Holding Unsecured Non-priority Claims $107,267 ----------- ----------- TOTAL $2,746,802 $4,445,217 A copy of the schedules is available for free at: http://bankrupt.com/misc/NCD_DEVT_sal.pdf Fort Worth, Texas-based NCD Development, Inc., filed for Chapter 11 bankruptcy protection on October 3, 2010 (Bankr. N.D. Tex. Case No. 10-46416). Randy Ford Taub, Esq., at the Law Office of R. Ford Taub, assists the Debtor in its restructuring effort. The Debtor estimated its assets at $1 million to $100 million and debts at $1 million to $10 million. NCD DEVELOPMENT: Section 341(a) Meeting Scheduled for Nov. 12 ------------------------------------------------------------- The U.S. Trustee for Region 6 will convene a meeting of NCD Development, Inc.'s creditors on November 12, 2010, at 1:30 p.m. The meeting will be held at the Fritz G. Lanham Federal Building, 819 Taylor Street, Room 7A24, Fort Worth, Texas 76102. 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. Fort Worth, Texas-based NCD Development, Inc., filed for Chapter 11 bankruptcy protection on October 3, 2010 (Bankr. N.D. Tex. Case No. 10-46416). Randy Ford Taub, Esq., at the Law Office of R. Ford Taub, assists the Debtor in its restructuring effort. The Debtor estimated its assets at $1 million to $100 million and debts at $1 million to $10 million. NCD DEVELOPMENT: Taps Randy Ford Taub as General Bankr. Counsel --------------------------------------------------------------- NCD Development, Inc., asks for authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ Randy Ford Taub as general bankruptcy counsel. Mr. Taub will, among other things: (a) evaluate of the Debtor's financial condition and furnish legal advice to the Debtor with regard to its duties, responsibilities, legal obligations and powers as a debtor-in-possession and the continued operation of the Debtor's business and management of its property; (b) assist the Debtor in the preparation and filing of the schedules, statement of financial affairs and other supporting documents required by the U.S. Bankruptcy Code; (c) attend the initial interview conducted by the Office of the U.S. Trustee and furnish said office with all requested information about the Debtor's business and financial affairs; and (d) attend the first meeting of creditors with an authorized representative of the Debtor. Mr. Taub will be paid $300 per hour for his services. Mr. Taub assures the Court that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Fort Worth, Texas-based NCD Development, Inc., filed for Chapter 11 bankruptcy protection on October 3, 2010 (Bankr. N.D. Texas Case No. 10-46416). The Debtor estimated its assets at $1 million to $100 million and debts at $1 million to $10 million. NICHOLASVILLE GREENS: Case Summary & 15 Largest Unsec Creditors --------------------------------------------------------------- Debtor: Nicholasville Greens, LP 340 Royal Poinciana Way, Suite 305 Palm Beach, FL 33480 Bankruptcy Case No.: 10-53298 Chapter 11 Petition Date: October 19, 2010 Court: United States Bankruptcy Court Eastern District of Kentucky (Lexington) Debtor's Counsel: Ellen Arvin Kennedy, Esq. DINSMORE & SHOHL 250 West Main Street, Suite 1400 Lexington, KY 40507 Tel: (859) 425-1020 E-mail: dsbankruptcy@dinslaw.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 15 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/kyeb10-53298.pdf The petition was signed by Cristie George, senior vice president of sole member of the Debtor's general partner. NORTEL NETWORKS: Court Approves $65 Mil. Sale of Switch Business ---------------------------------------------------------------- Nortel Networks Inc. and its debtor affiliates obtained permission from the U.S. Bankruptcy Court for the District of Delaware and the Ontario Superior Court of Justice to sell their global Multi Service Switch businesses to Telefonaktiebolaget LM Ericsson for $65 million. The Court approval came barely a week after Nortel conducted a bankruptcy auction for its MSS Business where Ericsson emerged as the winning bidder. The Sweden-based company beat out another rival bidder, PSP Holding LLC, whose US$60 million offer was selected as the alternate bid. PSP Holding's US$39 million initial offer served as the "stalking horse bid " or the lead bid at the auction. Ericsson topped PSP Holding's increased bid at the auction by $5 million. Accordingly, Ericsson will acquire substantially all assets of the MSS Business globally, including the Data Packet Network (DPN) and Services Edge Router (Shasta) product groups. It will also take over contracts related to the MSS Business. Ericsson has agreed to offer employment to Nortel workers affected by the sale of the MSS Business, including those who are based outside of the United States. The Nortel/Ericsson deal on the MSS Business sale has been formalized in a 136-page agreement, a copy of which is available for free at http://bankrupt.com/misc/Nortel_MSSSaleEricsson.pdf Ericsson said it acquired Nortel's switch unit on a debt-free basis in the bankruptcy auction. SEB Enskilda advised the Swedish company as it sought to buy the unit, according to a report by Bloomberg News. Ericsson has bought Nortel assets at least four times in a little more than a year as it expanded both its mobile networks and its North American operations. It beat bids from Nokia Siemens Networks and MatlinPatterson Global Advisers LLC to acquire Nortel's wireless equipment unit for $1.13 billion in July 2009, Bloomberg News noted. John Luszczek, general manager of the Nortel MSS Business, said the recent asset acquisition is "another proof-point of Nortel's ongoing commitment to preserve innovation and customer relationships." "Our focus now is to work closely with Ericsson to ensure as seamless a transition as possible for our customers. At the same time, we will continue to deliver the superior service that our customers have come to expect from Nortel," Mr. Luszczek said in a public statement. In its 54th monitor report filed with the Canadian Court, Ernst & Young Inc. expressed support for the sale of the Nortel MSS Business, saying the offer from Ericsson "constitutes fair consideration" for the assets. Ernst & Young is the firm appointed by the Canadian Court to monitor the assets of Canada-based Nortel Networks Corp. and certain of its affiliates who have filed for protection under Canada's Companies' Creditors Arrangement Act. Prior to the auction, OSS Nokalva Inc. and several other firms filed objections to the Bankruptcy Court to block the proposed assumption of their contracts in connection with the MSS Business sale, among other things. To address those objections, the Bankruptcy Court clarified that no provision in its sale order authorizes the assumption or assignment of Nortel's contracts with OSS Nokalva Inc., AT&T Services Inc., Motorola Inc., Qwest Communications Company LLC, SNMP Research International Inc. and Verizon Communications Inc.'s affiliates. All other objections that have not been withdrawn, waived or settled were overruled. Meanwhile, Grapevine-Colleyville, SAP America Inc. and SAP Canada Inc. dropped their objections to the sale. In a related development, NNI withdrew a September 8, 2010 notice to assign certain customer contracts to the winning bidder. The proposed assignment of the contracts was supposed to be considered for approval at a September 30 hearing. About Nortel Networks Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- delivers communications capabilities that make the promise of Business Made Simple a reality for the Company's customers. The Company's next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate the barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor sought recognition of the CCAA Proceedings in the U.S. by filing a bankruptcy petition under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10164). Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's counsel. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. Certain of Nortel's European subsidiaries also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of US$11.6 billion and consolidated liabilities of US$11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about US$9 billion and liabilities of US$3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about US$4.2 billion of unsecured public debt. NORTEL NETWORKS: Proposes Blade Tech. Indemnification Pact ---------------------------------------------------------- Nortel Networks Inc. seeks the Court's authority for it and certain of its debtor affiliates that are stockholders in Blade Technologies Inc. to enter into a certain indemnification and deferred payment agreement. Blade Technologies provides Ethernet switches and virtualization and management solutions for enterprise data centers. Its business originated with the launch of Nortel's Blade Server Switches Business Unit in 2003. NNI and certain debtor affiliates are minority stockholders in Blade Technologies, owning up to 15.6% equity stake in the firm. The Indemnification Agreement was hammered out as a condition to an entry into a merger agreement between Blade Technologies and International Business Machines Corp., by which IBM will acquire Blade Technologies, including Nortel's stake in Blade. Ann Cordo, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, Delaware, says the consideration provided in the Merger Agreement represents the highest and best offer available for the Nortel shares. She points out that further marketing of the Nortel shares would not yield a better offer. Further marketing of the shares, she contends, may even result in a reduction in the purchase price or the loss of the deal with IBM altogether. Nortel relates that it began efforts to market its shares in Blade Technologies in May 2010. None of the prospective buyers, however, submitted any bids approaching the price offered by IBM, according to Ms. Cordo. The Indemnification Agreement requires stockholders of Blade Technologies to indemnify and hold harmless IBM or its affiliates against losses in connection with any breach of representation, warranties or covenants in the Indemnification Agreement and in the Merger Agreement. The Indemnification Agreement also provides that Nortel will have no liability on or after December 31, 2011, other than with respect to the so-called "aggregate deferred payment amount" or the portion of the merger consideration otherwise payable to the security holders and retained by IBM. IBM's sole and exclusive monetary remedy from Nortel under the Indemnification Agreement is the retention of amounts from the pro rata portion of the aggregate deferred payment amount, which is retained by IBM pursuant to the Merger Agreement. In connection with their entry into the Indemnification Agreement, NNI and its affiliated debtors also seek Court permission to deliver consents dated September 23, 2010, related to the IBM-Blade Technologies merger. The Debtors also seek the Court's permission to file under seal copies of the Indemnification Agreement and the Merger Agreement, which reportedly contain "substantial sensitive commercial information." The Court will consider approval of the request at the hearing scheduled for October 14, 2010. Deadline for filing objections is October 7, 2010. About Nortel Networks Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- delivers communications capabilities that make the promise of Business Made Simple a reality for the Company's customers. The Company's next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate the barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor sought recognition of the CCAA Proceedings in the U.S. by filing a bankruptcy petition under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10164). Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's counsel. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. Certain of Nortel's European subsidiaries also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of US$11.6 billion and consolidated liabilities of US$11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about US$9 billion and liabilities of US$3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about US$4.2 billion of unsecured public debt. NORTEL NETWORKS: Resolves Price Adjustment Dispute With Avaya ------------------------------------------------------------- Nortel Networks Inc. and its affiliates inked a stipulation with Avaya Inc. for the release of funds held in escrow by Wells Fargo Bank N.A. Wells Fargo administers the escrow account where the proceeds from the sale of Nortel's Enterprise Solutions business are held. A portion of the funds held in escrow relates to post-closing purchase price adjustments that could be made pursuant to the sale agreement between Nortel and Avaya. Funds may be released from the escrow either by a joint instruction from Nortel and Avaya, or by a final court order. A dispute earlier ensued between Nortel and Avaya after the latter questioned Nortel's calculation of post-closing purchase price adjustments. Nortel formally filed a motion with the Bankruptcy Court to compel Avaya to comply with the terms of the sale agreement with respect to the Nortel Enterprise Solutions Business. The parties' Stipulation, as approved by the Court, requires Wells Fargo to release a sum of $6 million from the purchase price adjustment escrow funds to Avaya, and to release the balance of those funds to Nortel's distribution agent. The Stipulation further requires Avaya to deliver written confirmation to Christopher Ricaurte, president of Nortel Business Services, of the transfer of certain inventory to Nortel. To the extent any inventory is retained by Avaya and is not transferred, the value of that inventory will be deducted from the amount due to Avaya. Payments made pursuant to the Stipulation will constitute a full and final satisfaction of all claims for purchase price adjustments related to the sale of the Enterprise Solutions Business. Upon entry into the Stipulation, Avaya and Nortel are barred from seeking further purchase price adjustments. The Stipulation also calls for the withdrawal of the Motion to Enforce filed by Nortel. A full-text copy of the Nortel/Avaya Stipulation is available without charge at: http://bankrupt.com/misc/Nortel_StipAvayaPPA.pdf About Nortel Networks Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- delivers communications capabilities that make the promise of Business Made Simple a reality for the Company's customers. The Company's next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate the barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor sought recognition of the CCAA Proceedings in the U.S. by filing a bankruptcy petition under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10164). Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's counsel. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. Certain of Nortel's European subsidiaries also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of US$11.6 billion and consolidated liabilities of US$11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about US$9 billion and liabilities of US$3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about US$4.2 billion of unsecured public debt. NORTEL NETWORKS: Sets Cross-Border Claims Settlement Rules ---------------------------------------------------------- Nortel Networks Inc. and its affiliated debtors sought and obtained Bankruptcy Court approval of a cross-border protocol for the settlement of claims asserted against them. The Cross-Border Claims Settlement Protocol aims to facilitate coordination among U.S.-based Nortel companies and their affiliates in Canada for the resolution of claims that were filed in Nortel's Chapter 11 cases and insolvency cases. Among the claims to be settled under the Cross-Border Claims Settlement Protocol are so-called "overlapping claims" that were filed in both U.S. and Canadian proceedings by the same creditor or its affiliate, which stemmed from the same debt, property, agreement or transaction. The Cross-Border Claims Settlement Protocol also governs the resolution of non-overlapping claims that were filed in both the U.S. and Canadian proceedings by the same creditor or its affiliate. Moreover, the Cross-Border Claims Settlement Protocol calls for the sharing of information about the claims among the Nortel companies and Ernst & Young Inc., and the conduct of a monthly meeting for such purpose. The Nortel companies, Ernst & Young, the Official Committee of Unsecured Creditors and the ad hoc group of bondholders are afforded the right to support or object and to be heard in both the U.S. Bankruptcy Court and the Ontario Superior Court of Justice with respect to their claims under the Cross-Border Claims Settlement Protocol. A full-text copy of the document detailing the Cross-Border Claims Settlement Protocol is available without charge at: http://bankrupt.com/misc/Nortel_CrossBorderProtocol.pdf The Canadian Court, which oversees the insolvency cases of Nortel Networks Corp. and its Canadian affiliates, also handed down an order approving the proposed protocol following a motion filed from NNI's Canadian affiliates and a recommendation from Ernst & Young. NNI also obtained the Bankruptcy Court's approval of an agreement, which authorizes it to share with the Creditors Committee and the bondholders group information about certain claims it received from the Canadian affiliates or from Ernst & Young. A full-text copy of the Sharing Agreement is available without charge at: http://bankrupt.com/misc/Nortel_SideLettersInfoSharing.pdf About Nortel Networks Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- delivers communications capabilities that make the promise of Business Made Simple a reality for the Company's customers. The Company's next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate the barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor sought recognition of the CCAA Proceedings in the U.S. by filing a bankruptcy petition under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10164). Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's counsel. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. Certain of Nortel's European subsidiaries also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of US$11.6 billion and consolidated liabilities of US$11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about US$9 billion and liabilities of US$3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about US$4.2 billion of unsecured public debt. NORTH AMERICAN PETROLEUM: Nov. 22 Deadline for Proofs of Claim -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware directs creditors to file their proofs of claim on account of claims arising prior to May 25, 2010, by 5:00 p.m., prevailing Eastern Time, on Nov. 22, 2010. This general claims bar date includes claims arising under 11 U.S.C. Sec. 503(b)(9). Government units have until Nov. 22, 2010, to file their proofs of claim. Claim forms and detailed information about claims process is available at http://dm.epiq11.com/NAPCUS About North American Petroleum Corp. USA Denver, Colorado-based North American Petroleum Corp. USA is a natural gas driller. North American Petroleum and Prize Petroleum are subsidiaries of Petroflow Energy Corporation. North American Petroleum sought Chapter 11 protection on May 25, 2010 (Bankr. D. Del. Case No. 10-11707). David R. Seligman, Esq., and Ryan Blaine Bennett, Esq., at Kirkland & Ellis LLP in Chicago serve as lead bankruptcy counsel. Domenic E. Pacitti, Esq., and Margaret M. Manning, Esq., at Klehr Harrison Harvey Branzburg LLP in Wilmington, Del., serve as the Debtor's local counsel. Kinetic Advisors LLC is the Company's restructuring advisor. Epiq Bankruptcy Solutions, LLC, is the Debtor's notice, claims and balloting agent. The Debtor disclosed $140,678,983 in assets and $125,595,183 in liabilities as of the Petition Date. The Debtor's affiliate, Prize Petroleum LLC, filed a separate Chapter 11 petition on May 25, 2010 (Case No. 10-11708). Prize Petroleum scheduled $121,945,092 in liabilities. NORTHFIELD INVESTMENTS: Case Summary & Creditors List ----------------------------------------------------- Debtor: Northfield Investments, Inc. fka Regional Property Development Corp Property Asset Development Corp North Regional I LLC North Regional II LLC 601 Eagleton Downs Drive Pineville, NC 28134 Bankruptcy Case No.: 10-33044 Chapter 11 Petition Date: October 18, 2010 Court: U.S. Bankruptcy Court Western District of North Carolina (Charlotte) Judge: George R. Hodges Debtor's Counsel: Richard M. Mitchell, Esq. MITCHELL & CULP, PLLC 1001 Morehead Square Drive, Suite 330 Charlotte, NC 28203 Tel: (704) 333-0630 Fax: (704) 333-4975 E-mail: rmmatty@mitchellculp.com Scheduled Assets: $10,801,094 Scheduled Debts: $13,071,273 The petition was signed by Lawrence J. Shaheen, Sr., president. Debtor's List of 16 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wagner, Noble and Company, Inc. Accounting $109,301 5970 Fairview Road, Suite 402 Charlotte, NC 28210 Bland & Richter, LLC Attorneys $103,792 P.O. Box 72 Columbia, SC 29202 Bishop, Capitano & Abner, PA -- $19,497 4521 Sharon Road, Suite 350 Charlotte, NC 28211 Bank of America -- $13,400 Cranford, Schultze, Tomchin Attorney $6,961 Wells Daisley Rabon, PA Attorney $5,945 GMAC Trade $4,607 NC Dept. of Revenue Taxes $3,258 Southscape Landscaping Trade $2,981 Humphrey & Partners Architects Architects $1,500 Grier, Furr & Crisp Attorneys $1,375 Wishart, Norris, Henninger & Attorneys $1,193 Pittman Automatic Sprinkler Inspections Trade $1,100 SC Dept. Revenue Taxes $555 Allied Waste Trade $390 Templeton & Raynor, PA Attorneys $272 NOVELOS THERAPEUTIC: Stockholders OKs 200% Increase in Shares ------------------------------------------------------------- Novelos Therapeutic Inc. held on Oct. 18, 2010, a special meeting of stockholders. At the meeting, the Company's stockholders approved an amendment to the certificate of incorporation to increase the total number of authorized shares of the Company's common stock from 225 million shares to 750 million shares. The Company said of 111,931,182 shares of common stock outstanding and entitled to vote at the special meeting, 67,279,781 shares were voted in favor of the proposal and 8,617,627 shares were voted against the proposal, 30,293 shares abstained and there were no broker non-votes. "All 408.264045 shares of our Series E convertible preferred stock outstanding and entitled to vote at the special meeting were voted in favor of the proposal," the Company notes. The Company related that 83,300,087 shares of common stock and shares of Series E convertible preferred stock, voting on an as- converted basis, were voted together, as a single class, in favor of the proposal; 8,612,627 shares were voted against the proposal; 30,293 shares abstained; and there were no broker non-votes. Following the conclusion of the meeting an amendment to our certificate of incorporation effecting the increase in authorized common stock was filed with the Delaware Secretary of State. Newton, Mass.-based Novelos Therapeutics, Inc. (OTC BB: NVLT) -- http://www.novelos.com/-- is a biopharmaceutical company developing oxidized glutathione-based compounds for the treatment of cancer and hepatitis. The Company's balance sheet as of June 30, 2010, showed $3.5 million in total assets, $5.8 million in total liabilities, $13.8 million in redeemable preferred stock, and a stockholders' deficit of $16.1 million. As reported in the Troubled Company Reporter on April 8, 2010, Stowe & Degon LLC, in Westborough, Mass., expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted of the Company's continuing losses and stockholders' deficiency at December 31, 2009. NUTRACEA INC: Appoints FTI Consulting as Plan Agent --------------------------------------------------- According to documents filed with the U.S. Bankruptcy Court, and pursuant to Article V(6) of the First Amended Plan of Reorganization proposed by NutraCea and its official unsecured creditors' committee, the Company and its committee designated Chas E. Harvick of FTI Consulting to serve as Plan agent, BankruptcyData.com reports. As Agent, Mr. Harvick will have the powers and duties set forth in Article V(6) of the Plan: He will be authorized to utilize the services of his subordinates at FTI Consulting in discharging his duties, and he and his subordinates will be compensated by the Company at their standard hourly rates and will be reimbursed for reasonable out-of-pocket expenses. Mr. Harvick's current hourly rate is $540. About NutraCea Phoenix, Arizona-based NutraCea is a world leader in production and utilization of stabilized rice bran. NutraCea holds many patents for stabilized rice bran production technology and proprietary products derived from SRB. NutraCea's proprietary technology enables the creation of food and nutrition products to be unlocked from rice bran, normally a waste by-product of standard rice processing. Nutracea filed for Chapter 11 bankruptcy protection November 10, 2009 (Bankr. D. Ariz. Case No. 09-28817). S. Cary Forrester, Esq., at Forrester & Worth, PLLC, assists the Company in its restructuring effort. The Company estimated assets of $50 million to $100 million and debts of $10 million to $50 million in its Chapter 11 petition. OAK KNOLL: Case Summary & 10 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Oak Knoll Court, LLC dba The Maguire Company 164 Oak Knoll Avenue San Anselmo, CA 94960 Bankruptcy Case No.: 10-14000 Chapter 11 Petition Date: October 18, 2010 Court: U.S. Bankruptcy Court Northern District of California (Santa Rosa) Judge: Alan Jaroslovsky Debtor's Counsel: Michael C. Fallon, Esq. LAW OFFICES OF MICHAEL C. FALLON 100 E. Street, #219 Santa Rosa, CA 95404 Tel: (707) 546-6770 E-mail: mcfallon@fallonlaw.net Scheduled Assets: $1,264,290 Scheduled Debts: $2,741,660 A list of the Company's 10 largest unsecured creditors filed together with the petition is available for free at: The petition was signed by Joseph Maguire, manager. OLLY'S RETAIL: Parent to Launch Kids' Clothing Line, Web Site ------------------------------------------------------------- Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review, reports that Oilily BV says it's bounced back from bankruptcy, pointing to the debut of its new kids' clothing collection and its plans to launch a retail Web site geared toward U.S. shoppers. DBR also relates the company said it's now working on a women's apparel collection, which has yet to debut, and will also develop lifestyle products for the first time. In light of the "high demand for Oilily products in the United States," the company will launch a retail Web site for U.S. customers next year, Oilily said in a press release, DBR notes. Chicago, Illinois-based Olly's Retail U.S.A. is a women's and children's specialty store chain known for its colorful clothing and bright patterns. Parent Oilily underwent insolvency proceedings in the Netherlands in April 2009. DBR says the Olsthoorn family -- which founded Oilily in 1963 -- bought the brand back from the private-equity firms that owned the company. Olly's sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-13464) on May 28, 2009. Olly's estimated assets of $1 million to $10 million and debts of $10 million to $50 million. At the time of its bankruptcy filing, the U.S. unit said in court papers that it operated 25 Oilily retail stores in 16 states. After Oilily whittled its store count down to 17 and launched going-out-of-business sales, the bankruptcy case was dismissed this year. OMAR SPAHI: Reorganization Case Dismissed at Request of NCB ----------------------------------------------------------- The Hon. Peter H. Carroll of the U.S. Bankruptcy Court for the Central District of California dismissed the Chapter 11 case of Omar Yehia Spahi. NCB, FSB, asked the Court to dismiss, or alternatively, to convert the case to one under Chapter 7 of the Bankruptcy Code. Headquartered in Santa Monica, California, Omar Yehia Spahi filed for Chapter 11 on December 4, 2009 (Bankr. C.D. Calif. Case No. 09-44294). The Law Offices of Michael Jay Berger assisted the Debtor in its restructuring effort. The Debtor disclosed $25,938,796 in assets and $19,471,263 in liabilities as of the Petition Date. ORANGE GROVE: Has Until December 30 to Propose Reorganization Plan ------------------------------------------------------------------ The Hon. Alan M. Ahart of the U.S. Bankruptcy Court for the Central District of California extended Orange Grove Service, Inc.'s deadlines for: -- filing a disclosure statement and plan of reorganization until December 30, 2010; -- the approval of the disclosure statement until February 28; and -- the confirmation of a plan of reorganization until April 30. At the October 6 hearing, Judge Ahart denied the Debtor's motions to extend its exclusivity period, and the deadline for objecting to proofs of claims. About Orange Grove Service La Verne, California-based Orange Grove Service, Inc., filed for Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. C.D. Calif. Case No. 10-21336). Ori S. Blumenfeld, Esq., at Wilson & Associates LLP, assists the Debtor in its restructuring effort. The Company estimated its assets and debts at $10 million to $50 million. PACIFIC AVENUE: Bankruptcy Administrator Forms Creditors Committee ------------------------------------------------------------------ Linda W. Simpson, the U.S. Bankruptcy Administrator for the Western District of North Carolina, appointed six members to the official committee of unsecured creditors in the Chapter 11 case of Pacific Avenue, LLC. The Creditors Committee members are: 1. Epic Wings, LLC Attn: Peter Verhoeven 20 Rum Row Hilton Head Island, SC 29928 2. Lockwood Identity Inc. dba SignArt Attn: Alan Capps 6225 Old Concord Road Charlotte, NC 28213 3. Excel Electrical Technologies, Inc. Attn: Randy Sossamon 7168 Weddington Road, Suite 124 Concord, NC 28027 4. Cam-Ful Industries, Inc. Attn: Brian Rosencrance P.O. Box 279 9800 Industrial Drive Pineville, NC 28134 5. Joseph W. Grier, III Grier, Furr & Crisp, PA 101 N. Tryon Street, Suite 1240 Charlotte, NC 28246 6. Internal Revenue Service 320 Federal Place, Room 335 Greensboro, NC 27401 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. About Pacific Avenue Pacific Avenue, LLC, is a North Carolina limited liability company whose principal place of business is located in Charlotte, North Carolina. Together with Pacific Avenue II, LLC, the Company owns and operates the EpiCentre, a mixed-use commercial development consisting of approximately 302,000 rentable square feet of office and retail/entertainment space, plus an underground parking deck, located at 210 E. Trade St. in the city block surrounded by the light rail line, Fourth Street, College Street, and Trade Street in uptown Charlotte, North Carolina. Pacific Avenue, LLC, filed for Chapter 11 bankruptcy protection on July 22, 2010 (Bankr. W.D. N.C. Case No. 10-32093). Joseph W. Grier, III, Esq., at Grier, Furr & Crisp, P.A., assists the Company in its restructuring effort. The Company estimated up to $50,000 in assets and $50 million to $100 million in debts in its bankruptcy petition. The Company's affiliate, Pacific Avenue II, filed a separate Chapter 11 petition. PACIFIC LUMBER: 5th Cir. Says Scopac Noteholders Have Admin. Claim ------------------------------------------------------------------ Holders of notes secured by the timber and non-timber assets of Scotia Pacific Co., LLC, seek review of the district court's dismissal of their appeal -- over compensation for diminution in the value of collateral during the pendency of a Chapter 11 bankruptcy -- for lack of subject matter jurisdiction and contend that the bankruptcy court erred in denying their "superpriority" administrative claim on the bankruptcy estate. Supporters of Scopac's reorganization plan argue that the district court lacked jurisdiction due to the Noteholders' separate appeal of the plan confirmation order, an order affirmed by the U.S. Court of Appeals for the Fifth Circuit, in large part, in 2009. See In re Pacific Lumber Co.,584 F.3d 229 (5th Cir. 2009) (Jones, C.J.). They further assert that the bankruptcy court correctly calculated the value of the Noteholders' administrative claim: zero. The three-man panel of Chief Judge Edith H. Jones, Circuit Judge Edward C. Prado, and District Judge Halil Suleyman Ozerden of the Southern District of Mississippi, sitting by designation, rule that jurisdiction exists and, on the merits, uphold an administrative priority claim of $29.7 million. Judge Jones, who penned the decision, says the bankruptcy court undervalued the Noteholders' priority administrative Sec. 507(b) claim by $29.7 million. The court erred in not crediting their interest with timber sales proceeds that were received during the bankruptcy, on which they had a lien and priority interest arising from the court's many cash collateral orders. To deprive the Noteholders of this amount would undermine a fundamental protection for secured parties whose collateral is used by the debtor during its reorganization efforts. The judgment of the district court is vacated, and the case is remanded with instructions to enter judgment for the Noteholders for a $29.7 million administrative priority claim against the reorganized debtor. A copy of the Fifth Circuit's ruling dated October 19, 2010, is available at http://is.gd/g9MXafrom Leagle.com About Pacific Lumber Based in Oakland, California, The Pacific Lumber Company and its subsidiaries operated in several principal areas of the forest products industry, including the growing and harvesting of redwood and Douglas-fir timber, the milling of logs into lumber and the manufacture of lumber into a variety of finished products. Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned subsidiaries of Pacific Lumber. Scotia Pacific, Pacific Lumber's largest operating subsidiary, was established in 1993, in conjunction with a securitization transaction pursuant to which the vast majority of Pacific Lumber's timberlands were transferred to Scotia Pacific, and Scotia Pacific issued Timber Collateralized Notes secured by substantially all of Scotia Pacific's assets, including the timberlands. Pacific Lumber, Scotia Pacific, and four other subsidiaries filed for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case Nos. 07-20027 through 07-20032). Jack L. Kinzie, Esq., at Baker Botts LLP, is Pacific Lumber's lead counsel. Nathaniel Peter Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan, Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific Lumber's co-counsel. Kathryn A. Coleman, Esq., and Eric J. Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia Pacific's lead counsel. Kyung S. Lee, Esq., at Diamond McCarthy LLP, is Scotia Pacific's co-counsel, replacing Porter & Hedges LLP. John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones LLP, represents the Official Committee of Unsecured Creditors. When Pacific Lumber filed for protection from its creditors, it estimated assets and debts of more than $100 million. Scotia Pacific disclosed total assets of $932,000,000 and total debts of $765,978,335. The Debtors filed their Joint Plan of Reorganization on Sept. 30, 2007, which was amended on Dec. 20, 2007. Four other parties-in- interest have filed competing plans for the Debtors -- The Bank of New York Trust Company, N.A., as Indenture Trustee for the Timber Notes; the Official Committee of Unsecured Creditors; Marathon Structured Finance Fund L.P, the Debtors' DIP Lender and Agent under the DIP Credit Facility; and the Heartlands Commission, which represents the tribal members of the Bear River Band of Rohnerville Rancheria and PALCO employees. On July 8, 2008, the Court confirmed the Modified First Amended Joint Plan of Reorganization With Technical Modifications for the Debtors proposed by Marathon Structured Finance Fund L.P., Mendocino Redwood Company, LLC, and the Official Committee of Unsecured Creditors. The Debtors emerged from bankruptcy protection on July 30, 2008. The Reorganized Entities have been renamed as Humboldt Redwood Co., under the management of Mendocino Redwood. PARK AVENUE BANK: Okla. Regulator Sues Former Exec, Oppenheimer --------------------------------------------------------------- David Benoit, writing for Dow Jones Newswires, reports that the Office of Insurance Commissioner in Oklahoma on Tuesday sued the chief executive of New York's Park Avenue Bank and Oppenheimer Holdings Inc. over an attempt by the executive to save his then- failing firm by buying an Oklahoma insurance company. According to the report, the OIC alleges Park Avenue and investment bank Oppenheimer knowingly misrepresented the transaction to the regulators in 2008. According to Dow Jones, the suit alleges that Park Avenue and Charles Antonucci, its owner and chief executive, agreed to buy the assets of insurer Providence Holdings Inc. in October 2008 for $37.5 million. Mr. Antonucci changed the name of the assets to Park Avenue Property & Casualty Insurance Co., which is currently in liquidation proceedings in the court. OIC serves as receiver for the insurance firm. Dow Jones says the suit alleges Providence and Oppenheimer knew, or should have known, that Mr. Antonucci and his firm couldn't have financed the purchase and instead were part of a deal that allowed Mr. Antonucci to use the insurance company's own assets as the collateral for a loan from Oppenheimer. Dow Jones says a spokesman for Oppenheimer said the company hasn't received the complaint but in an e-mailed statement said the bank believed it acted "appropriately at all times and intends to vigorously defend any claims." "Oppenheimer wants to make clear that Oppenheimer in no way conspired with Charles Antonucci or any other party in regards to Providence Property & Casualty Co.," the statement read, according to Dow Jones. The suit was filed by Rhodes Hieronymus Jones Tucker & Gable in Tulsa, on behalf of the insurance regulator. The Troubled Company Reporter, citing The Associated Press, said on October 13, 2010, that Mr. Antonucci, 59, entered the plea in U.S. District Court to fraud, bank bribery, embezzlement and conspiracy charges. As part of the plea, Mr. Antonucci admitted that he accepted bribes to influence his decisions as president and chief executive officer of The Park Avenue Bank. Mr. Antonucci agreed to pay $11.2 million and forfeit various assets to the government. He resigned as the bank's president in 2009. Park Avenue Bank was a lender with more than $500 million in assets that specialized in commercial-real-estate loans. The bank failed in March 2010 after piling up more than $27 million in net losses last year. The Wall Street Journal, citing filings the bank made with the Federal Deposit Insurance Corp., reported that the bank's bad real-estate loans shrank its capital to just $3.3 million at end of 2009, down 87% from two years earlier. The bank's four branches were taken over by Valley National Bank. Park Avenue Bank of New York isn't affiliated with Park Avenue Bank in Georgia. PEARLAND SUNRISE: City Nat'l Bank Suit Transferred to W.D. Tex. --------------------------------------------------------------- The Hon. Letitia Z. Paul transferred the venue of adversary proceeding, City National Bank v. Pearland Sunrise Lake Center, L.P., et al., Adv. Proc. No. 10-11927 (Bankr. S.D. Tex.), to the United States Bankruptcy Court for the Western District of Texas, where PSLC and its affiliated-debtors' chapter 11 bankruptcy cases are pending. Judge Paul concludes that the issues of easy, expeditious trial, and of having localized issues decided at home weigh in favor of transfer. The adversary proceeding relates to a prepetition suit the Debtors and Park Avenue Townhomes LLC filed in the 23rd Judicial District Court of Brazoria County, Texas, against an insurance carrier and insurance agents on claims related to insurance coverage for damage to their real property from Hurricane Ike. CNB intervened, asserting an entitlement to the insurance proceeds. Frisch Contracting Group, Inc., asserted a materialman's lien claim. Cross Check Public Adjuster's Inc. also intervened, asserting a right to a portion of the insurance proceeds based on contracts with the plaintiffs. Omnibank, N.A. also intervened, asserting an entitlement to the insurance proceeds, on grounds of a deed of trust. The suit was removed to the Southern District of Texas bankruptcy court. CNB filed a motion to transfer venue of the PSLC Chapter 11 case to the Southern District of Texas. That motion was denied. A copy of Judge Paul's memorandum opinion dated October 19, 2010, is available at http://is.gd/g9JQRfrom Leagle.com Based in Marble Falls, Texas, Southeast Regency Medical Center, LP, Pearland Sunrise Lake Village II, LP, Pearland Sunrise Lake Village I, LP, and Pearland Sunrise Lake Center, LP, filed voluntary Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Case No. 10-11926) on July 9, 2010. Pearland Corners II, LP, filed a voluntary Chapter 11 petition on September 3, 2010. Frank B. Lyon, Esq., in Austin, Texas, assists the Debtors in their restructuring efforts. Pearland Sunrise Lake Village I and Pearland Sunrise Lake Village II estimated $10 million to $50 million in both assets and debts in their petitions. PENNYRILE SENIOR: Case Summary & 8 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Pennyrile Senior Apartments, LP 340 Royal Poinciana Way, Ste. 305 Palm Beach, FL 33480 Bankruptcy Case No.: 10-53301 Chapter 11 Petition Date: October 19, 2010 Court: United States Bankruptcy Court Eastern District of Kentucky (Lexington) Debtor's Counsel: Ellen Arvin Kennedy, Esq. DINSMORE & SHOHL 250 West Main Street, Suite 1400 Lexington, KY 40507 Tel: (859) 425-1020 E-mail: dsbankruptcy@dinslaw.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's eight largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/kyeb10-53301.pdf The petition was signed by Cristie George, senior vice president of sole member of the Debtor's general partner. PETROLEUM & FRANCHISE: Hearing on Further Cash Use Set for Oct. 26 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Connecticut, in a fourth preliminary order, authorized Petroleum & Franchise Capital LLC, et al., to use until October 29, 2010, cash securing their obligations to their prepetition lenders. A final hearing on the Debtors' further use of the cash collateral will be held on October 26 at 10:00 a.m. (ET). As of the Petition Date, Autobahn Funding Company LLC and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AS Main (the Lender Parties) allege, among other things, a first priority secured claim against all of Debtor PFF's assets, including PFF's cash and accounts receivable. Pursuant to an August 30, 2007 receivables loan and security agreement by and among the Debtors and Autobahn Funding Company, LLC (the Lender) and DZ Bank (the Agent), there is outstanding principal balance of approximately $54 million under the various loan agreements with the Lender and the Agent. In June 2010, the Agent declared a default and triggered increased amortization under the various loan documents and ceased future funding of the Debtors. The Debtors will use the cash collateral to fund their Chapter 11 case, pay suppliers and other parties. As adequate protection for any diminution in value of the lenders' collateral, the Debtors will grant the prepetition lenders replacement or substitute liens in all postpetition assets of the Debtors and proceeds thereof, excluding any bankruptcy avoidance causes of action, and that replacement liens will have the same validity, extent, and priority that the Lender Parties possessed as to said liens on the Petition Date. About Petroleum & Franchise Capital, LLC, Danbury, Connecticut-based Petroleum & Franchise Capital, LLC, filed for Chapter 11 bankruptcy protection on June 23, 2010 (Bankr. D. Conn. Case No. 10-51465). Craig I. Lifland, Esq., and James Berman, Esq., at Zeisler and Zeisler, assists the Company in its restructuring effort. The Company estimated its assets and debts at $50 million to $100 million. Petroleum & Franchise Funding, LLC, an affiliate of the Debtor, a filed separate Chapter 11 petition on June 23, 2010 (Case No. 10- 51467). The Company estimated its assets and debts at $50 million to $100 million. POTOMAC ENVIRONMENTAL: Case Summary & 20 Largest Unsec Creditors ---------------------------------------------------------------- Debtor: Potomac Environmental Technology, Inc. dba PEPTEC 11684 Cedarline Court Ellicott City, MD 21042-1514 Bankruptcy Case No.: 10-33825 Chapter 11 Petition Date: October 18, 2010 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Robert A. Gordon Debtor's Counsel: Christopher Hamlin, Esq. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Tel: (301) 441-2420 E-mail: chamlin@mhlawyers.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mdb10-33825.pdf The petition was signed by Wais Jalali, president. PREFERRED PROPERTIES: Reorganization Case Converted to Chapter 7 ---------------------------------------------------------------- The Hon. Michael S. McManus of the U.S. Bankruptcy Court for the Eastern District of California converted the Chapter 11 case of Preferred Properties, LLC, to one under Chapter 7 of the Bankruptcy Code. The Acting U.S. Trustee for Region 17 asked the Court to dismiss, or, in the alternative, convert the case to Chapter 7. Sutter Creek, California-based Preferred Properties, LLC, filed for Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. E.D. Calif. Case No. 10-27515). David Foyil, Esq., who has an office in Sutter Creek, California, assisted the Debtor in its restructuring effort. The Debtor disclosed $15,466,797 in assets and $7,344,481 in liabilities. PRIUM LAKEWOOD: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Prium Lakewood Buildings LLC 820 A. Street, #300 Tacoma, WA 98402 Bankruptcy Case No.: 10-48621 Chapter 11 Petition Date: October 19, 2010 Court: U.S. Bankruptcy Court Western District of Washington (Tacoma) Judge: Paul B. Snyder Debtor's Counsel: Timothy W. Dore, Esq. RYAN SWANSON & CLEVELAND PLLC 1201 3rd Avenue, Suite 3400 Seattle, WA 98101-3034 Tel: (206) 464-4224 E-mail: dore@ryanlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Thomas W. Price, member of Prium Companies, LLC, sole member of debtor. Debtor-affiliates filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Chelsea Heights LLC 10-44959 06/18/10 Prium Kent Retail LLC 10-45715 07/14/10 Prium Meeker Mall LLC 10-45713 07/14/10 Prium Tumwater Buildings LLC 10-44962 06/18/10 Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ New Dimension Landscape -- $13,740 8504 Canyon Road E Puyallup, WA 98371 First Western Properties -- $11,161 6402 Tacoma Mall Boulevard Tacoma, WA 98409 Cain's Pressure Washing -- $8,525 P.O. Box 1270 Maple Valley, WA 980380 Pierce County Security -- $6,300 Smith Fire Systems -- $5,812 Silvaire Lighting -- $3,070 ABM Janitorial Service -- $2,978 McKinstry -- $2,974 Pierce County Sewer -- $1,444 Lakewood Refuse Service -- $1,405 Whirlwind Services LLC -- $1,255 CB Richard Ellis -- $1,200 Best Parking Lot Cleaning -- $492 Washington Alarm Inc. -- $407 Sprague -- $399 Alarm Center - Ace Fire -- $102 Lakewood Water District -- $72 Boone Electric-Custom -- $70 Anthae360 -- $40 Reprographics Northwest -- $19 PT-1 COMMUNICATIONS: Claim Order Not "Entered Without a Contest" ---------------------------------------------------------------- WestLaw reports that a bankruptcy court's claim order reducing the creditor's claim was not "entered without a contest," within the meaning of F.R.B.P. 9024, and so any relief sought by the creditor under the rule governing motions for relief from judgment or order was required to have been sought within a year of entry of the claim order. The debtor had objected to the creditor's original claim, thereby creating a disputed matter which, although thereafter resolved, could not be held to have been entered without a contest. Universal Service Admin. Co. v. PT-1 Communications, Inc., --- B.R. ----, 2010 WL 3861016 (E.D.N.Y.) (Ross., J.). This ruling affirms In re PT-1 Communications, Inc., 412 B.R. 85, 2009 WL 2762631 (Bankr. E.D.N.Y.) (Craig, J.), covered in the Sept. 28, 2009, edition of the Troubled Company Reporter. PT-1 Communications, Inc., PT-1 Long Distance, Inc., and PT-1 Technologies, Inc., sought chapter 11 protection (Bankr. E.D.N.Y. Case Nos. 01-12655, 01-12658, and 01-12660) on March 9, 2001. The Debtors filed their Second Amended Joint Plan of Reorganization dated as of August 31, 2004, and the Bankruptcy Court confirmed that plan on November 23, 2004. Laurence May, Esq., and Greg Friedman, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in New York, represent Edward P. Bond, the Liquidating Trustee of the Liquidating Trust U/A/W PT-1 Communications, Inc., PT-1 Long Distance, Inc., and PT-1 Technologies, Inc. RADIOSHACK CORP: Fitch Keeps Low-B Ratings, Gives Stable Outlook ---------------------------------------------------------------- Fitch Ratings has affirmed its ratings on RadioShack Corporation. The Rating Outlook is Stable. RadioShack had $680 million in debt outstanding at June 30, 2010. The affirmations reflect RadioShack's relatively steady operating results as growth in its wireless business has offset soft sales trends in many of the company's other business segments. The ratings further reflect the company's positive free cash flow generation, gradual improvement in its credit metrics, and reduced but still adequate liquidity following RadioShack's recent share repurchase authorization increase to $500 million. Longer-term concerns relate to RadioShack's long-term ability to maintain revenue and earnings growth given the technology cycle and highly competitive operating environment and the company's shareholder- friendly posture. The growth in RadioShack's wireless revenues of 25% and 55% in 2009 and the first half of 2010, respectively, combined with the change in the company's product mix to include more popular products such as iPhones and iPhone accessories have enabled revenues to remain relatively steady despite a challenging economic environment and as digital converter box sales anniversary (total revenues increased 1.2% and 4.3% in 2009 and the first half of 2010). The wireless segment, which accounts for approximately 38% of 2009 total revenues, is expected to be the company's key growth driver going forward. This business has benefited from the addition of a third carrier, T-Mobile, in August 2009 and Fitch expects wireless carrier contracts will be renewed as they expire. In 2010 and 2011, total revenues are expected to increase in the low single digit range based on assumptions of low single-digit positive same store sales and modest store growth (mainly kiosks in Target stores). RadioShack's ongoing efforts to improve its inventory management by offering more productive products, such as Apple products and mobile accessories, and control costs, such as labor and rent expenses, have helped expand EBIT margin by 130 basis points to 9% in the last twelve months ending June 30, 2010, compared to 2008. This, combined with $92 million of debt reduction, resulted in the LTM total adjusted debt/EBITDAR decreasing to 4.0 times from 4.4x in 2008 and LTM EBITDAR to interest plus rent increasing slightly to 2.3x from 2.2x during the same time period. Fitch expects RadioShack's credit metrics to remain at current levels in 2010 and to improve further in 2011 based on assumptions of relatively steady operating profit levels and a lower debt balance in 2011 as the company repays the $307 million outstanding on the 7.375% senior unsecured notes maturing in May 2011. In addition, the company should continue to generate positive free cash flow of $100-$200 million in 2010 and 2011. RadioShack had cash of approximately $631 million at June 30, 2010, pro forma for the $300 million accelerated share repurchase agreements announced in August 2010. In addition, the company had $291 million available under its $325 million credit facility expiring in May 2011, which Fitch expects will be renewed prior to expiration. While Fitch believes the company has adequate liquidity to meet upcoming capital and debt service requirements, such as the $307 million debt repayment and the expected completion of the remaining $200 million in the share repurchase authorization, its financial flexibility will be reduced substantially. Fitch remains concern about RadioShack's longer-term growth prospects as the company faces the challenges of turning around declining sales in non-wireless product platforms. In the event of an unexpected weakening in the company's operating performance or free cash flow generation, the company's ratings could be pressured. In addition, the consumer electronics industry is fiercely competitive. RadioShack competes with national big-box retailers and discounters as well as wireless carriers and other new wireless distribution channels. These retailers offer a wide selection of consumer electronics and wireless products. Nonetheless, RadioShack's large store base of 4,469 company-owned stores across the United States as of June 30, 2010, will continue to provide a convenient shopping experience for customers. Fitch has affirmed these ratings with a Stable Outlook: -- Long-term Issuer Default Rating at 'BB'; -- Bank credit facility at 'BB'; -- Senior unsecured notes at 'BB'. RANDAZZO PROPERTIES: Case Summary & Largest Unsecured Creditor -------------------------------------------------------------- Debtor: Randazzo Properties, LLC P.O. Box 515 Fort Mill, SC 29716 Bankruptcy Case No.: 10-07500 Chapter 11 Petition Date: October 19, 2010 Court: United States Bankruptcy Court District of South Carolina (Spartanburg) Judge: John E. Waites Debtor's Counsel: Robert H. Cooper, Esq. 3523 Pelham Road, Suite B Greenville, SC 29615 Tel: (864) 271-9911 E-mail: bknotice@thecooperlawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The petition was signed by Barbara Jean Randazzo Oriani, managing member. The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ York County Tax Collector Property Taxes $19,555 P.O. Box 116 York, SC 29745 RAUL VALDERRAMA: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Joint Debtors: Raul Fernando Valderrama fdba A.C. Heating and Air Conditioning Service Rosa Emilia Valderrama 998 Rosehedge Court Concord, CA 94521 Bankruptcy Case No.: 10-71976 Chapter 11 Petition Date: October 18, 2010 Court: U.S. Bankruptcy Court Northern District of California (Oakland) Judge: Roger L. Efremsky Debtors' Counsel: Mark A. McLaughlin, Esq. LAW OFFICES OF MCLAUGHLIN AND WILDMAN 3012 Lone Tree Way #300 Antioch, CA 94509 Tel: (925) 754-2622 E-mail: nmclaug226@sbcglobal.net Scheduled Assets: $1,546,361 Scheduled Debts: $2,439,178 A list of the Joint Debtors' 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb10-71976.pdf REALTY FINANCE: Chapter 7 Filing Among Options ---------------------------------------------- Realty Finance Corporation said in a statement that it is evaluating options, including a liquidation under Chapter 7 of the Bankruptcy Code. In January this year, Realty Finance received from Beck Street Capital a preliminary indication of interest in a transaction in which Beck Street would assume control of the Company without any payment to the Company's stockholders. However, according to Realty Finance, "The preliminary indication of interest did not provide for any infusion of capital into the Company; provided for a temporary deferral of newly proposed external management fees that Beck Street proposed would be payable by the Company to Beck Street; lacked a specific business plan; and provided that the Company would issue warrants entitling Beck Street to acquire an unspecified number of shares of the Company's common stock for an unspecified price." Realty Finance continued, "As a result of several factors, including but not limited to, the lack of capital commitment which the Board of Directors of the Company thought would be necessary to institute a growth plan and the absence of a specific business plan, the Company chose not to pursue this proposal any further. However, it indicated it would be willing to reconsider any future proposal that would address the concerns raised by the Board of Directors of the Company." The Company said it has solicited, evaluated and engaged in discussions with respect to a wide range of strategic alternatives over the past three years. It has investigated each proposal in light of the circumstances surrounding the Company at the time, and will continue to do so in the future in the event the Board receives new or modified proposals. The strategic alternatives that the Board has received and investigated to date have either been determined not to have been viable or lacked sufficient information or credibility to enable the Board to make informed decisions as to the merits of such alternatives or to proceed with such action. Given the Company's current financial position, it is not in the financial position to expend the cash or resources to pursue proposals that are speculative. The Board continues to explore various strategic options for the Company. There is no assurance, however, that any definitive agreement for any such strategy's option will be reached. In addition, the Company has been evaluating a liquidation of the Company, including filing a Chapter 7 bankruptcy, and ultimately may determine to wind down the affairs of its business and distribute remaining cash, if any, to its stockholders due to, among other things, the Company's inability to complete a strategic transaction, the significant reduction in the value of the Company's platform, the Company's inability to execute its business plan, the Company's inability to obtain new capital, the Company's lack of future sources of cash flow, the Company's operating cash shortfalls, the Company's ability to operate as a going concern, the numerous defaulted investments in the Company's portfolio, the significant reduction of Company personnel and the continuing volatility of real estate and real estate credit markets. The Company continues to focus on controlling operating expenses while effectively managing its investments, including CDO I. Despite the difficult commercial real estate environment and the disappointing financial results, the Company remains committed to maximizing stockholder value. About Realty Finance Realty Finance Corporation -- http://www.realtyfinancecorp.com -- is a commercial real estate specialty finance company primarily focused on managing a diversified portfolio of commercial real estate-related loans and securities. ROBINO-BAY COURT: Wants Until October 29 to File Schedules ---------------------------------------------------------- Robino-Bay Court Plaza, LLC and Robino-Bay Court Pad, LLC, ask the U.S. Bankruptcy Court for the District of Delaware to extend their time to file their schedules of assets and liabilities and statements of financial affairs until October 29, 2010. The Debtors need more time to finalize their schedules. The Debtors commenced the task of gathering the necessary information to prepare and finalize their schedules. About Robino-Bay Court Plaza Wilmington, Delaware-based Robino-Bay Court Plaza, LLC, filed for Chapter 11 bankruptcy protection on July 28, 2010 (Bankr. D. Del. Case No. 10-12376). The Debtor is represented by John D. McLaughlin, Jr., Esq., at Ciardi Ciardi & Astin. The Debtor estimated its assets and debts at $10 million to $50 million in its Chapter 11 petition. An affiliate, Robino-Bay Court Pad, LLC, filed a separate Chapter 11 petition on July 28, 2010 (Case No. 10-12377), estimating its assets at $500,001 to $1 million and debts at $1 million to $10 million as of the Petition Date. ROCK & REPUBLIC: Has Until Oct. 21 to Justify Non-Disclosure ------------------------------------------------------------ The Hon. Sean H. Lane grants, in part, New Pacific Rodeo, LLC's request to compel Rock & Republic Enterprises, Inc., to produce documents, except those specifically reference an attorney as the author on the privilege log or the supplemental log. The Court reserves its decision on those 28 documents for which an attorney is identified as the author to permit R&R to submit any additional information to justify non-disclosure by October 21, 2010, at 2:00 p.m. (Eastern standard time). If the Court does not receive any additional information by that date, the Court will grant the Motion to Compel with respect to those documents as well. New Pacific is the lessor of real property located at 319 North Rodeo Drive in Beverly Hills, California. R&R is the sublessee of the Premises. On March 13, 2009, New Pacific filed a complaint against R&R, among others, (Calif. Super. Ct., Los Angeles County, Case No. BC 409639), seeking, among other things, recovery of amounts due under the lease. Wendy S. Walker, Esq. -- wwalker@morganlewis.com -- at Morgan Lewis & Bockius LLP, in New York, represents New Pacific Rodeo. A copy of Judge Lane's memorandum of decision and order dated October 19, 2010, is available at http://is.gd/g9KY0from Leagle.com About Rock & Republic New York-based Rock & Republic Enterprises, Inc., is a wholesale and retail apparel company specializing in an avant-garde and distinctive line of clothing. Originally started in 2002 by its Chief Executive Officer, Michael Ball, primarily as an American jeans company, the Debtors have expanded their lines to include high fashion clothing for men, women and children as well as shoes, cosmetics and accessories. The Company's merchandise can be found at most high end retail stores such as Nordstrom, Neiman Marcus, Bergdorf Goodman, Bloomingdales, Lord & Taylor, Harvey Nichols and Saks Fifth Avenue, as well as in small upscale boutiques. The Company filed for Chapter 11 bankruptcy protection on April 1, 2010 (Bankr. S.D.N.Y. Case No. 10-11728). Alex Spizz, Esq., and Arthur Goldstein, Esq., at Todtman, Nachamie, Spizz & Johns, P.C., assist the Company in its restructuring effort. Manderson, Schaefer & McKinlay, LLP, is the Company's special corporate counsel. The Company estimated $50 million to $100 million in assets and $10 million to $50 million in liabilities. The Company's affiliate, Triple R, Inc., filed a separate Chapter 11 petition on April 1, 2010 (Bankr. S.D.N.Y. Case No. 10-11729). The Court has extended the Debtors' exclusive period to propose a Chapter 11 plan until November 15, 2010, and its exclusive period to solicit acceptances of that plan until January 14, 2011. Rock & Republic has said it is in talks with a newly formed entity called GR Acquisition LLC, which offered to purchase its assets for at least $33 million. ROMEO SANTORO: Case Summary & 6 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Romeo Santoro 630 Brookside Drive Toms River, NJ 08753 Bankruptcy Case No.: 10-42198 Chapter 11 Petition Date: October 18, 2010 Court: U.S. Bankruptcy Court District of New Jersey (Trenton) Judge: Raymond T. Lyons, Jr. Debtor's Counsel: Bunce Atkinson, Esq. ATKINSON & DEBARTOLO 2 Bridge Avenue, P.O. Box 8415 Building 2, 3rd Floor Red Bank, NJ 07701 Tel: (732) 530-5300 E-mail: bunceatkinson@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's six largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/njb10-42198.pdf ROPER BROTHER: Plan Confirmation Hearing Set for November 3 ----------------------------------------------------------- The Hon. Kevin Huennekens of the U.S. Bankruptcy Court for the Eastern District of Virginia will convene a hearing on November 3, 2010, at 2:00 p.m., to consider confirmation of Roper Brothers Lumber Company, Incorporated, et al.'s Plan of Liquidation. Objections, if any, are due October 27. The Debtors have liquidated substantially all of their assets except for the Lake Margaret Property and certain Causes of Action. According to the Disclosure Statement, the Plan provides that on the Effective Date, (1) each of the Debtors will be deemed dissolved; (2) the members of the board of directors of each of the Debtors aill be deemed to have resigned; (3) the Debtor will fund an account to pay the Convenience Class Claims; and (4) all remaining assets of the Debtors will be transferred to a Liquidation Trust for the benefit of the Debtors' creditors. Treatment of Claims and Interests Class 2 - Wells Fargo Bank's Secured Claim will be paid in full from the proceeds from the sale of property owned by the Debtors on which Wells Fargo had a valid, enforceable lien. Class 3 - Franklin Federal Savings and Loan Association of Richmond's Secured Claim -- at the sole option of the Liquidation Trustee, (a) the legal equitable and contractual rights of the Holder of Allowed Class 3 Claims will be reinstated in full; (b) will receive in full satisfaction, settlement, and release of, and in exchange for, the Holder's Allowed Secured Claim, (c) other, less favorable treatment as is agreed upon by the Debtors or the Liquidation Trustee, as applicable, and the Holder of the claim. Class 4 - Other secured claims -- at the sole option of the Liquidation Trustee, will receive (a) cash in the amount of the Allowed Secured Claim on the later of the Effective Date and the date the Claim becomes an Allowed Claim, or as soon thereafter as practicable; (b) the property of the estate which constitutes collateral for the Allowed Secured Claim on the later of the Effective Date and the date the claim becomes an Allowed Claim, or as soon thereafter as practicable, or (c) other, less favorable treatment as is agreed upon by the Debtors or the Liquidation Trustee, as applicable, and the holder of the Claim Class 5 - General unsecured creditors are projected to receive an initial dividend of 1% to 5.5% on their Allowed Claim, with additional distributions based upon the realizations of the Liquidation Trust in liquidating certain trust assets, including the Lake Margaret Property. The estimated initial distribution is $130,000 to $582,000. Class 6 - Convenience Class Claims will be paid 20% of the Allowed Claim on the later of the Effective Date and the date the Claim becomes an Allowed Claim. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/ROPERBROTHERS_DS.pdf The Debtors are represented by: Roy M. Terry, Jr., Esq. John C. Smith, Esq. Elizabeth L. Gunn, Esq. DURRETTEBRADSHAW PLC 1111 East Main Street, 16th Floor Richmond, VA 23219 Tel: (804) 775-6900 About Roper Brothers Lumber Company Headquartered in Petersburg, Virginia Roper Brothers Lumber Company, Incorporated, filed for Chapter 11 bankruptcy protection on December 16, 2009 (Bankr. E.D. Va. Case No. 09-38215). The Company disclosed $13,752,899 in assets and $16,658,187 in liabilities. SAGECREST FINANCIAL: Antietam Files for Chapter 11 in Connecticut ----------------------------------------------------------------- Antietam Funding LLC sought Chapter 11 bankruptcy protection (Bankr. D. Conn. 10-52523) on October 20. Antietam Funding LLC estimated assets of $50 million to $100 million and debts of $100 million to $500 million. Bloomberg News reports that Antietam said its primary asset is a portfolio of life insurance investments. "Their sole business is to lend monies to finance payments of insurance premiums and, in the event the borrowers fail to repay the loans, to foreclose on and own the underlying policies," lawyers for Antietam wrote. Antietam, a subsidiary of hedge fund SageCrest II LLC that filed for bankruptcy in 2008, seeks to have its Chapter 11 jointly administered with that of SageCrest. About SageCrest II LLC SageCrest II, LLC, is part of a group of funds that was formed to address the financial needs of companies which, due to the consolidation of the banking and specialty finance sectors, had been shut off from traditional sources of capital. SC II and its affiliates conduct business chiefly through two lines of business: structured finance and real estate investment and development. In their structured finance business, SC II and its units have made loans to borrowers primarily in five areas: specialty finance; life insurance-related products; corporate; mortgage and real estate products; and specialty auto finance. For real estate investment and development, the debtors have made loans or investments in the areas of hospitality, mixed use, multi-family, and commercial. SC II and its affiliates have typically provided senior secured, asset-based loans and related products to small- sized and medium-sized businesses that have a significant asset base and are overlooked by many lenders in the mainstream capital markets. They have also provided junior or subordinated secured financing. Greenwich, Connecticut-based SageCrest Financial, LLC is managed by Windmill Management LLC. SageCrest and its affiliates provided secured loans to small and midsized business, specializing in life-insurance products, real estate finance and auto finance. SageCrest Financial and SageCrest II LLC filed chapter 11 petitions on August 17, 2008 (Bankr. Conn. Case Nos. 08-50755 and 08-50754), and filings by SageCrest Holdings Limited (Bankr. D. Conn. Case No. 08-50763) and SageCrest Dixon, Inc. (Bankr. D. Conn. Case No. 08-50844), followed. James Berman, Esq., at Zeisler and Zeisler P.C., represents the Debtors in their restructuring efforts. The Debtors estimate their assets at $100 million to $500 million. By orders dated August 27, 2008, and October 30, 2008, the court approved the joint administration of SC II's case with that of SageCrest Finance, LLC, SageCrest Holdings Limited, and SageCrest Dixon, Inc., for administrative purposes. On October 7, 2008, the United States Trustee appointed a committee of equity security holders, including in its membership defendants Topwater Exclusive Fund III, LLC, and Wood Creek Multi-Asset Fund, LP. The Equity Committee is comprised of former investors in SC II with all committee members claiming they redeemed their investments in that debtor. Asserting they are creditors -- and not equity holders -- of SC II, both Topwater and Wood Creek resigned from the Equity Committee. SELF STORAGE: Failure to File MORs, Cash Use Motion Cue Dismissal ----------------------------------------------------------------- The Hon. Randall J. Newsome of the U.S. Bankruptcy Court for the Northern District of California dismissed the Chapter 11 case of Self Storage of Walnut Creek, LLC. At a July 21, 2010 status conference, the Court ordered that a plan and a disclosure statement be filed by August 20; that the Debtor could not use cash collateral absent a consensual order or an order granting a motion for use of cash collateral; and that the Debtor was to timely file monthly operating reports; or the case would be dismissed. The Debtor filed a single document composed as a plan but also purporting to be a disclosure statement. An order or motion for use of cash collateral is not on file. Monthly operating reports, past due for June and July, are also not on file. Walnut Creek, California-based Self Storage of Walnut Creek, LLC, filed for Chapter 11 bankruptcy protection on June 7, 2010 (Bankr. N.D. Calif. Case No. 10-46516). Joel K. Belway, Esq., at Law Offices of Joel K. Belway, assisted the Debtor in its restructuring effort. The Company disclosed $11,908,650 in assets and $5,319,212 in liabilities as of the Petition Date. SIFY TECHNOLOGIES: Gets NASDAQ Deficiency Letter on Late Filing --------------------------------------------------------------- Sify Technologies Limited received a letter from the NASDAQ Stock Market indicating that Sify was not in compliance with the continued listing requirements under NASDAQ Listing Rule 5250(c)(1), due to Sify's failure to file on time, its Annual Report on Form 20-F for the fiscal year ended March 31, 2010 with the Securities and Exchange Commission. The notification letter from NASDAQ has no immediate effect on the listing or trading of Sify's American Depositary Shares on the NASDAQ Global Market. As previously reported on October 15, 2010, Sify was unable to file audited financial statements for the fiscal year ended March 31, 2010 at this time due to incomplete audit results from a minority-owned venture. Pursuant to the NASDAQ listing standards, Sify has 60 calendar days, or until December 17, 2010, to submit a plan to NASDAQ to regain compliance with the NASDAQ Listing Rules, and if NASDAQ accepts Sify's plan of compliance, NASDAQ may grant an extension of up to 180 calendar days from the due date of the Annual Report on Form 20-F, or until April 18, 2011, to regain compliance with the continued listing rules. If NASDAQ determines that Sify's plan is not sufficient to regain compliance, NASDAQ will send written notice that Sify's American Depositary Shares will be subject to delisting. At that time, Sify may appeal the delisting determination to a NASDAQ Hearings Panel. About Sify Technologies Sify is among the largest Managed Enterprise and Consumer Internet Services companies in India, offering end-to-end solutions with a comprehensive range of products delivered over a common telecom data network infrastructure reaching more than 600 cities and towns in India. SOUTHWEST EQUITY: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Southwest Equity Partners, LLC 9400 E. Mountain View Scottsdale, AZ 85258 Bankruptcy Case No.: 10-33509 Chapter 11 Petition Date: October 18, 2010 Court: U.S. Bankruptcy Court District of Arizona (Phoenix) Judge: Sarah Sharer Curley Debtor's Counsel: S. Matt Collins, Esq. LAW OFFICES OF S. MATT COLLINS LLC P.O. Box 7006 Chandler, AZ 85224 Tel: (480) 316-5769 Fax: (480) 963-3933 E-mail: smcollins101@qwest.net Estimated Assets: $100,001 to $500,000 Estimated Debts: $100,001 to $500,000 The Company did not file a list of creditors together with its petition. The petition was signed by Clement Anderson, manager. STEPHEN JEFFCO: Case Summary & 19 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Stephen Thomas Jeffco dba STJ Trust fdba Falls View Perennials Jeffco & Starbranch Jeffco, Starbranch & Soldati 154 Garland Road Rye, NH 03870 Bankruptcy Case No.: 10-14460 Chapter 11 Petition Date: October 18, 2010 Court: U.S. Bankruptcy Court District of New Hampshire (Manchester) Debtor's Counsel: Franklin C. Jones, Esq. WENSLEY & JONES, PLLC P.O. Box 1500 Rochester, NH 03866-1500 Tel: (603) 332-1234 E-mail: fjones@joneswensley.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 19 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nhb10-14460.pdf SYDNEY KING: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Sydney William King 722 Sarabay Rd Osprey, FL 34229 Bankruptcy Case No.: 10-25009 Chapter 11 Petition Date: October 18, 2010 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: K. Rodney May Debtor's Counsel: Richard J. McIntyre, Esq. MCINTYRE, PANZARELLA, THANASIDES & ELEFF 6943 East Fowler Avenue Temple Terrace, FL 33617 Tel: (813) 899-6059 Fax: (813) 899-6069 E-mail: rich@mcintyrefirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. TAMARACK RESORT: Court Denies $2-Million DIP Loan Proposal ---------------------------------------------------------- The Hon. Terry L. Myers denied motions, both filed September 25, 2010, by Tamarack Resort, LLC, to incur $2 million in DIP financing, and for the appointment of Links Realty Advisors, Inc., by and through Michael Fleischer, as Responsible Officer for the Debtor effective as of September 24, 2010. John Miller, writing for The Associated Press, reports that Judge Terry said the Credit Suisse Group-led proposal didn't meet federal law, was likely to default and had the potential to further hurt those already owed millions by Tamarack after its 2008 collapsed. Tamarack seeks to borrow from an unidentified group of "DIP Lenders". The DIP Motion indicates that "Candlewood Investment Group or its affiliates" will fund at least 51% and possibly as much as 100% of the amount. Credit Suisse is the administrative agent and collateral agent for the DIP Lenders. No specific DIP Lender appeared, nor testified, and Credit Suisse's long-standing counsel in the bankruptcy appeared simultaneously for Credit Suisse in its prepetition capacity and for the DIP Lenders. The Responsible Officer Motion suggests that the Responsible Officer will "act as the manager and governing body for the Debtor in all respects, including to exercise any and all rights and powers of the Members, the Directors, the Board of Directors, the Chief Executive Officer, and all other Officers of the Debtor." Objections to both Motions were raised and asserted by the United States Trustee; the District; Wells Fargo Bank (as trustee in connection with certain revenue bonds for a District LID); BAG Property Holdings, LLC; Banner/Sabey II, LLC; Tri-State Electric, Inc.; Scott Hedrick Construction; MHTN Architects, Inc.; EZA, P.C. dba Oz Architecture; and Quality Tile Roofing, Inc. The Motions and objections were addressed in an evidentiary hearing held on October 12 and 13, 2010, and taken under advisement. In July 2010, Tamarack sought to employ CB Richard Ellis, a real estate consulting and marketing firm, "to attempt to market its resort as a going concern. Credit Suisse and the U.S. Trustee objected to that request. By agreement of those parties and Tamarack, two hearing dates set in September were vacated and the matter is set for a hearing on October 25. CBRE's employment by Tamarack remains unapproved. Judge Myers holds that the Motions are not well taken and were inadequately supported by their proponents. The Court says it was Tamarack's burden to establish the adequate protection to non- Credit Suisse lienholders proposed to be primed, and it did not meet that burden. Even though DIP financing would have the potential benefit of providing funds for winterization and for casualty and liability insurance -- expenditures no one argued were unreasonable -- and provided sums for a partial payment of amounts owed the State of Idaho under its lease, Tamarack had to show that the financing was properly structured, disclosed and supported by evidence. It did not. "This is not about the desirability of a ski season at Tamarack in 2010. Nor is it about what ultimate result (reorganization, sale, or other) would best serve the area or its residents. Nor is it an invitation to dictate by judicial fiat a perceived better approach to sale of the Resort and satisfaction of the competing interests of all creditors and other parties," Judge Myers says. "At bottom, it is a question of whether this specific financial and management proposal, made by Tamarack and supported by Credit Suisse, meets the standards that federal law imposes as a condition of its granting." Judge Myers also holds that the Responsible Officer would assume and perform some, but not all, of Tamarack's DIP duties, which would leave a vacuum in the chapter 11. All creditors are entitled to a DIP bound to the full performance and accountability required by the Bankruptcy Code. Exclusion of DIP duties, coupled with the proposed indemnification, exposes the estate and its creditors. A copy of Judge Myers' October 19 memorandum of decision is available at http://is.gd/gaIBRfrom Leagle.com. The AP reports that Jean-Pierre Boespflug, the French-born majority owner of the resort, said he's working with his lawyer to craft a new proposal, possibly within a week. About Tamarack Resort Tamarack Resort LLC, a golf and ski resort in Valley County, Idaho, was sent to Chapter 7 after creditors submitted an involuntary petition (Bankr. D. Idaho Case No. 09-03911). The petitioning creditors include an affiliate of Bank of America Corp. owed $4.7 million. On April 9, 2010, Bankruptcy Judge Terry Myers signed an order converting Tamarack Resort LLC's involuntary chapter 7 case to a chapter 11 reorganization. The project's 27.5% owner, VPG Investments Inc., filed for Chapter 11 reorganization in 2008, only to have the petition dismissed in October 2008 at the request of the secured creditor, Credit Suisse, Caymans Islands Branch. VPG was controlled by Mexican businessman Alfredo Miguel Afif. Credit Suisse, the agent for the secured lenders, characterized VPG's Chapter 11 case as "a classic example of a bad faith filing" made "solely as a litigation tactic" to stop foreclosure. TAYLOR & BISHOP: Taps MCA Financial as Financial Advisor -------------------------------------------------------- Taylor & Bishop, LLC, asks for authorization from the U.S. Bankruptcy Court for the District of Arizona to employ MCA Financial Group, Ltd., as financial advisor. The Debtor needs assistance from MCA to prepare cash flow projections, asset valuations, feasibility analyses, and related analyses. The hourly rates of MCA's personnel are: Morris C. Aaron $350 Jeff Harris $350 Tom Smith $225 Director $225 Managing Directors $250-$295 Senior Managing Director $350 Paraprofessional $75 MCA assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Phoenix, Arizona-based Taylor & Bishop, LLC, was formed in 2007 solely for the purpose of owning and maintaining the real property located at 1431 West Taylor Street, Chicago, Illinois, in order to house the National Italian American Sports Hall of Fame. From its inception, Taylor & Bishop has operated much like a non-profit company, its fundamental purpose being to pay tribute to Italian- American athletes and raise money for scholarships and other charitable causes. Taylor & Bishop filed for Chapter 11 bankruptcy protection on October 8, 2010 (Bankr. D. Ariz. Case No. 10-32563). John R. Clemency, Esq., at Gallagher & Kennedy PA, assists Taylor & Bishop in its restructuring effort. According to its schedules, Taylor & Bishop disclosed $16,040,393 in total assets and $9,934,149 in total liabilities at the Petition Date. TAYLOR BEAN: BofA Sues FDIC Over Mortgage Losses ------------------------------------------------ Karen Gullo, writing for Bloomberg News, reports that Bank of America Corp. sued the Federal Insurance Deposit Corp. (D. D.C. case no. 10-01681) over $1.75 billion in investor losses stemming from an alleged fraud by Taylor Bean & Whitaker Mortgage Corp. Ms. Gullo reports that the FDIC has denied claims by BofA against Colonial Bank and another financial institution in receivership that bought fake mortgages from a Taylor Bean unit, Ocala Funding LLC, according to a complaint filed Oct. 1 in federal court in Washington. BofA was the trustee for notes issued by Ocala Funding, according to the complaint. According to the report, BofA said Ocala financed Taylor Bean's mortgages, issued debt and used the proceeds to buy the mortgages. Ocala then sold the notes to pay off the debt or buy additional mortgages, according to the compliant. BofA alleged that from 2000 to 2009, Taylor Bean and Colonial Bank schemed to steal from Taylor Bean's borrowing facilities to hide liquidity problems. About The Colonial BancGroup Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking subsidiary. Colonial Bank -- http://www.colonialbank.com/-- operated 354 branches in Florida, Alabama, Georgia, Nevada and Texas with over $26 billion in assets. On August 14, 2009, Colonial Bank was seized by regulators and the Federal Deposit Insurance Corporation was named receiver. The FDIC sold most of the assets to Branch Banking and Trust, Winston-Salem, North Carolina. BB&T acquired $22 billion in assets and assumed $20 billion in deposits of the Bank. The Colonial BancGroup filed for Chapter 11 bankruptcy protection (Bankr. M.D. Ala. Case No. 09-32303) on August 25, 2009. W. Clark Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV, Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Debtor in its restructuring effort. In its schedules, the Debtor disclosed $45 million in total assets and $380 million in total liabilities as of the Petition Date. About Taylor Bean Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala- based mortgage broker to become one of the largest mortgage bankers in the United States. In 2009, Taylor Bean was the country's third largest direct-endorsement lender of FHA-insured loans of the largest wholesale mortgage lenders and issuer of mortgage backed securities. It also managed a combined mortgage servicing portfolio of approximately $80 billion. The company employed more that 2,000 people in offices located throughout the United States. Taylor Bean filed for Chapter 11 bankruptcy protection August 24 (Bankr. M.D. Fla. Case No. 09-07047). Taylor Bean filed the Chapter 11 petition three weeks after federal investigators searched its offices. The day following the search, the Federal Housing Administration, Ginnie Mae and Freddie Mac prohibited the company from issuing new mortgages and terminated servicing rights. Taylor Bean estimated more than $1 billion in both assets and liabilities in its bankruptcy petition. Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA, in Tampa, Florida, represents the Debtor. Troutman Sanders LLP is special counsel. BMC Group, Inc., serves as claims agent. TAYLOR BEAN: Gissy Offers to Buy Jumbolair Note for $2 Million -------------------------------------------------------------- Eric Morath, writing for Dow Jones' Daily Bankruptcy Review, reports that Gissy Holdings II LLC has agreed to pay Taylor Bean & Whitaker Mortgage Corp.'s bankruptcy estate $2 million for the Jumbolair Inc. mortgage note and a minority ownership stake in the development, pending bankruptcy court approval. Mr. Morath relates that, according to court papers, Jumbolair has failed to make payments on its $7.36 million mortgage since January 2009. The loan is secured by a lien on the runway and other community property, but not land and homes owned by Mr. Travolta and others. Jumbolair is a Florida development near Ocala, Florida, where jet- setting home owners, including actor John Travolta, can park aircraft in their backyards. The key feature of the Jumbolair estates is that every lot has access to a taxiway that allows homeowners to move their aircraft directly from their property to the massive runway. According to DBR, Mr. Travolta's attorney Michael J. McDermott, Esq., said Wednesday efforts to foreclose on or sell the property were stymied when lender Taylor Bean filed for bankruptcy protection later in 2009. Mr. McDermott said once the sale is complete, the hope is that development will restart in the partially finished community. About Taylor Bean Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala- based mortgage broker to become one of the largest mortgage bankers in the United States. In 2009, Taylor Bean was the country's third largest direct-endorsement lender of FHA-insured loans of the largest wholesale mortgage lenders and issuer of mortgage backed securities. It also managed a combined mortgage servicing portfolio of approximately $80 billion. The company employed more that 2,000 people in offices located throughout the United States. Taylor Bean filed for Chapter 11 bankruptcy protection August 24 (Bankr. M.D. Fla. Case No. 09-07047). Taylor Bean filed the Chapter 11 petition three weeks after federal investigators searched its offices. The day following the search, the Federal Housing Administration, Ginnie Mae and Freddie Mac prohibited the company from issuing new mortgages and terminated servicing rights. Taylor Bean estimated more than $1 billion in both assets and liabilities in its bankruptcy petition. Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA, in Tampa, Florida, represents the Debtor. Troutman Sanders LLP is special counsel. BMC Group, Inc., serves as claims agent. TF PUERTO RICO: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: TF Puerto Rico Corp. P.O. Box 1319 Sabana Hoyos, PR 00688 Bankruptcy Case No.: 10-09771 Chapter 11 Petition Date: October 19, 2010 Court: U.S. Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Francisco R. Moya Huff, Esq. 250 Ponce De Leon Avenue City Towers, 7th Floor HATO REY, PR 00918 Tel: (787) 723-0714 (787) 724-2447 Fax: (787)-725-3685 E-mail: moyahuff55@prtc.net Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/prb10-09771.pdf The petition was signed by Jose Gabriel Cordero Jimienez, president. TIGRENT INC: Consultant Named Interim Chief Financial Officer ------------------------------------------------------------- Charles F. Kuehne agreed on Oct. 14, 2010, to join Tigrent Inc. as the Company's Interim Chief Financial Officer effective Oct. 19, 2010. Prior to joining the Company, Mr. Kuehne served as an independent financial consultant for two years, providing executive-level financial management consulting services primarily to manufacturing companies owned by private equity firms. Between 1998 and 2008, he held various corporate controller, accounting, auditing and financial reporting positions with Platinum Equity, a private equity firm, and its portfolio companies, including President and Chief Financial Officer of Data2Logistics, Vice President of Transactions Support and Chief Financial Officer for Acquisitions, and Chief Financial Officer of Milgo Solutions. Mr. Kuehne is a Certified Public Accountant and holds an M.B.A. from Nova Southeastern University and a B.A. in Business Administration from Ohio University. Mr. Kuehne's employment will be at-will. He will receive a salary of $240,000 per year and will be eligible to participate in the Company's benefits programs available to all of its executives, including health insurance, life insurance, long term disability insurance, and 401(k) retirement plan. About Tigrent Inc. Cape Coral, Fla.-based Tigrent Inc. (OTC BB: TIGE) -- http://www.tigrent.com/-- is a provider of practical, high- quality and value-based training, conferences, publications, technology-based tools and mentoring to help customers become financially literate. The Company provides customers with comprehensive instruction and mentoring in the topics of real estate and financial instruments investing and entrepreneurship in the United States, the United Kingdom, and Canada. The Company's balance sheet as of June 30, 2010, showed $43.8 million in total assets, $80.7 million in total liabilities, and a stockholders' deficit of $36.9 million. In its Form 10-Q report for the quarter ended June 30, 2010, the Company said it continues to incur a negative cash flow -- totaling $5.9 million for the period ending June 30, 2010 -- due to the on-going challenges with sales of products. "We have insufficient working capital to meet operating needs, raising substantial doubt about the ability of the Company to continue as a going concern," the Company said. In addition to the shift in strategic emphasis from live course offerings to digitally-delivered programs, the Company said it continues to implement reductions in staff to align with anticipated sales level, decreased occupancy costs, and reduced operating costs in all areas. The Company is also in current discussions with some of larger creditors to negotiate amounts owed. The Company said it if cannot generate the required revenues to sustain operations or obtain additional capital on acceptable terms, it will need to substantially revise its business plan, file for bankruptcy, sell assets or cease operations and investors could suffer the loss of a significant portion or all of their investment in the Company. TOMKINS PLC: Moody's Downgrades Ratings on Senior Notes to 'B2' --------------------------------------------------------------- Moody's Investors Service lowered its ratings for the senior unsecured notes of Tomkins plc and Tomkins Finance plc to B2 from Baa3. Tomkins was acquired in a leveraged transaction by Pinafore Holdings BV (Corporate Family Rating of Ba3), and as part of that transaction a tender offer was made to redeem the notes of Tomkins. Following completion of that tender offer, a meaningful portion of the Tomkins notes remain outstanding. The rating downgrade recognizes that the remaining Tomkins notes rank junior to the secured debt incurred to fund the leveraged acquisition. In a related action, Tomkins' short-term rating was lowered to non-prime from Prime-3. This action concludes the review initiated on July 28, 2010. The ratings of Pinafore Holdings BV, including the Corporate Family rating of Ba3, are unaffected by this action. As part of the acquisition of Tomkins, Pinafore launched a tender offer for the GBP150MM of Tomkins plc notes due 2011 and the GBP250MM of Tomkins Finance plc notes due 2015. About GBP41MM of the 2011 notes and GBP109 of the 2015 notes were tendered. Pinafore is required under its new senior secured credit facilities to launch a second tender for the Tomkins plc notes due December 2011 within 90 days. The rating downgrade results from the junior priority which any stub pieces of Tomkins' debt will hold in the capital structure of Pinafore. Subsequent to this action, Moody's will withdraw all ratings of Tomkins plc and Tomkins Finance plc. Pinafore has indicated that it will not provide guarantees for the portion of the notes that remain outstanding and it is not expected that financial statements for Tomkins will be available. As such, in Moody's opinion, there is insufficient information to continue to assess effectively the creditworthiness of the Tomkins plc/Tomkins Finance plc obligations. These ratings were downgraded and will be withdrawn: Issuer: Tomkins Finance PLC -- Senior Unsecured Regular Bond/Debenture, to B2 (LGD 6, 92%) from Baa3; Issuer: Tomkins PLC -- Senior Unsecured Regular Bond/Debenture, to B2 (LGD 6, 92%) from Baa3; -- Senior Unsecured Medium-Term Note Program, to (P) B2 from (P) Baa3; -- Short-term rating, to Non-prime from (P) P-3; Outlook Actions: Issuer: Tomkins Finance PLC -- Outlook, Changed To Stable from Rating Under Review; Issuer: Tomkins PLC -- Outlook, Changed To Stable from Rating Under Review The last rating action was on July 28, 2010, when the Baa3 senior unsecured and the Prime-3 short-term ratings for Tomkins plc / Tomkins Finance plc were placed under review for possible downgrade. Pinafore Holdings BV is the parent holding company for the operations of Tomkins plc. Pinafore is a diversified global engineering company focused on industrial and automotive-related activities -- including power transmission, fluid power and fluid systems -- accounting for 79% of sales as well as building products accounting for 21% of sales. In FY 2009, Tomkins generated sales of US$4.2 billion and employed around 26,000 people in 158 production facilities. TOUCH AMERICA: Milbank Settles Document Row ------------------------------------------- Milbank Tweed Hadley & McCloy LLP has settled its appeal of a bankruptcy order under which it would have had to turn over years' worth of privileged documents from its work for the now-defunct Montana Power Co, Bankruptcy Law360 reports. Law360 says the firm and the trustee for the plan trust of Touch America Holdings Inc. filed a stipulated order of dismissal Monday. About Touch America Headquartered in Butte, Montana, Touch America Holdings, Inc., through its principal operating subsidiary, Touch America, Inc., develops, owns, and operates data transport and Internet services to commercial customers. The Company filed for chapter 11 protection on June 19, 2003 (Bankr. D. Del. Case No. 03-11915) Maureen D. Luke, Esq. and Robert S. Brady, Esq. at Young Conaway Stargatt & Taylor, LLP represent the Debtor. In its schedules, the Company disclosed $631,408,000 in total assets and $554,200,000 in total debts. The Court confirmed the Debtors' chapter 11 Plan on Oct. 6, 2004, and the Plan took effect on Oct. 19, 2004. According to a regulatory filing with the Securities and Exchange Commission, the minimum distribution to unsecured creditors of approximately 65%, under the plan. The Debtors ceased operations on Feb. 29, 2004. Brent C. Williams is the Plan Trustee pursuant to the confirmed Plan. C. MacNeil Mitchell, Esq., at Winston & Strawn LLP and Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP represents the Plan Trustee. TRENTON LAND: Has Until March 31 to Propose Chapter 11 Plan ----------------------------------------------------------- The Hon. Thomas J. Tucker of the U.S. Bankruptcy Court for the Eastern District of Michigan extended Trenton Land Holdings, LLC's exclusive periods to file and solicit acceptances for the proposed Chapter 11 Plan until March 31, 2011, and May 31, respectively. Trenton, Michigan-based Trenton Land Holdings, LLC, filed for Chapter 11 bankruptcy protection on June 29, 2010 (Bankr. E.D. Mich. Case No. 10-60990). Karin F. Avery, Esq., at Silverman & Morris, P.L.L.C., assists the Debtor in its restructuring effort. The Company disclosed $16,726,075 in assets and $65,925,596 in liabilities. TRIDIMENSION ENERGY: Agrees to Sell Assets to Sanchez Resources --------------------------------------------------------------- TriDimension Energy, L.P. has entered into an agreement with an affiliate of Sanchez Resources, LLC pursuant to which Sanchez will purchase substantially all of the oil and gas assets of TriDimension Energy and its subsidiaries in a sale pursuant to Section 363 of the United States Bankruptcy Code. As previously announced, TriDimension Energy, L.P. and seven of its affiliated companies (Axis E&P, LP, Axis Onshore, LP, Axis Marketing, LP, Ram Drilling, LP, TDE Property Holdings, LP, TDE Operating GP LLC, and TDE Subsidiary GP LLC) (collectively, the "Company") filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, on May 21, 2010. Sanchez agreed to a $28 million cash purchase price for the Company's assets, subject to certain adjustments including for title or environmental defects identified prior to the deadline for submission of alternative transaction proposals and customary adjustments for the economic performance of the assets from November 1, 2010 to Closing. The closing of the transaction is subject to customary conditions, including approval by the Bankruptcy Court and consideration of alternative transactions that may be submitted prior to a deadline to be approved by the Bankruptcy Court. Until the entry of the Bankruptcy Court order approving the bid procedures pursuant to which proposals for an alternative transaction involving TriDimension and its subsidiaries may be submitted, TriDimension and its representatives are restricted under the Sanchez agreement from soliciting alternative transactions or engaging in discussions or negotiations with potential interested parties. Vinson & Elkins LLP is lead bankruptcy counsel to the Company, and Ottinger Hebert, L.L.C. is special counsel to the Company. Stephens Inc. acts as financial adviser to the Company in the Chapter 11 reorganization and advised the Company on this transaction. About TriDimension Energy TriDimension Energy, L.P., and its operating subsidiaries, TDE Property Holdings, LP, Axis E&P, LP, Axis Onshore, LP, Axis Marketing, LP, and Ram Drilling, LP, are engaged in the acquisition, development, exploration, production, and sale of oil and natural gas in Louisiana and Mississippi. The Company leases approximately 165,218 gross acres of oil and gas property, and have proven reserves of approximately 5.1 million barrels of oil based on fourth quarter 2009 data. Tridimension Energy disclosed $37,211,921 in assets and $45,389,239 in liabilities. TriDimension Energy, L.P. and seven of its affiliated companies filed for Chapter 11 on May 21, 2010 (Bankr. N.D. Tex. Case No. 10-33565). The Company has retained Vinson & Elkins LLP as their lead bankruptcy counsel, Ottinger Hebert, L.L.C. as their special counsel, FTI Consulting, Inc. as their financial advisors, and Stephens Inc. as their investment bankers. ULTIMATE ESCAPES: Sends E-Mail to Members Regarding Oct 18 Auction ------------------------------------------------------------------ In a regulatory Form 8-K filing Tuesday, Ultimate Escapes, Inc. disclosed that on October 19, 2010, it sent an e-mail to its members regarding the results of an auction held on October 18, 2010. The e-mail reads: Dear Ultimate Escapes Members, I am delighted to inform you of the results of yesterday's Auction. Subject to the necessary approvals, the Company accepted bids for a number of assets, including a bulk bid that may allow members to vacation in most of the homes to which you are accustomed to travel. Details are being finalized and will be presented to the Court tomorrow at the sales hearing for approval. Soon thereafter, we, together with the successful bidder for the bulk properties, will be in touch with you regarding proposed membership benefits and future plans. We believe this would be a very good result for members, and we look forward to being in touch soon. We thank you again for your support. If you have questions, you may continue to submit questions via email to bankruptcy@ultimateescapes.com Thank you, Sheon Karol Chief Restructuring Officer The Form 8-K filing gave no further details. About Ultimate Escapes, Inc. Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- is a luxury destination club that sells club memberships offering members reservation rights to use its vacation properties, subject to the rules of the club member's Club Membership Agreement. The Company's properties are located in various resort locations throughout the world. Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for Chapter 11 bankruptcy protection on September 20, 2010 (Bankr. D. Del. Case No. 10-12915). Affiliates Ultimate Resort, LLC; Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate Escapes, Inc. (fka Secure America Acquisition Corporation); P & J Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed separate Chapter 11 petitions. Scott D. Cousins, Esq., Matthew L. Hinker, Esq., and Nancy A. Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in their restructuring efforts. CRG Partners Group LLC is the Debtors' chief restructuring officer. BMC Group Inc. is the Company's claims and notice agent. Christopher A. Ward, Esq., at Polsinelli Shughart PC, and Gordon & Rees LLP represent the Creditors Committee. Ultimate Escapes estimated assets at $10 million to $50 million and debts at $100 million to $500 million as of the Petition Date. ULTIMATE ESCAPES: Accepts Offers for Number of Assets ----------------------------------------------------- Sheon Karol, chief restructuring officer of Ultimate Escapes Inc., said the Company accepted bids for a number of assets, including a bulk bid that may allow members to vacation in most of the homes to which they are accustomed to travel. According to the CRO, details are being finalized and will be presented to the Court Oct. 22, 2010 at the sales hearing for approval. The Company together with the successful bidder for the bulk properties will be in touch with the Company members regarding proposed membership benefits and future plans. Ms. Karol said, "We believe this would be a very good result for members, and we look forward to being in touch soon. We thank you again for your support. If you have questions, you may continue to submit questions via email to bankruptcy@ultimateescapes.com " About Ultimate Escapes, Inc. Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- is a luxury destination club that sells club memberships offering members reservation rights to use its vacation properties, subject to the rules of the club member's Club Membership Agreement. The Company's properties are located in various resort locations throughout the world. Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for Chapter 11 bankruptcy protection on September 20, 2010 (Bankr. D. Del. Case No. 10-12915). Affiliates Ultimate Resort, LLC; Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate Escapes, Inc. (fka Secure America Acquisition Corporation); P & J Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed separate Chapter 11 petitions. Scott D. Cousins, Esq., Matthew L. Hinker, Esq., and Nancy A. Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in their restructuring efforts. CRG Partners Group LLC is the Debtors' chief restructuring officer. BMC Group Inc. is the Company's claims and notice agent. Christopher A. Ward, Esq., at Polsinelli Shughart PC, and Gordon & Rees LLP represent the Creditors Committee. Ultimate Escapes estimated assets at $10 million to $50 million and debts at $100 million to $500 million as of the Petition Date. UNIVISION COMMUNICATIONS: Fitch Puts B+/RR3 Rating to $750MM Notes ------------------------------------------------------------------ Fitch Ratings has assigned a 'B+/RR3' rating to Univision Communications' $750 million 10-year senior secured note offering. Fitch currently has a 'B' Issuer Default Rating for Univision. The Rating Outlook is Stable. Fitch expects the proceeds of the issuance will be used to repay a portion of the company's $7.45 billion term loan facilities due September 2014, effectively extending $750 million of secured debt by six years. Successful completion of this offering and term loan repayment are conditions of the company's current efforts to amend and extend an additional $2.5 billion of the term loan to March 2017, extend a portion of its $600 million revolving credit facility to March 2016, and term out another portion of its RCF to March 2017. These extended maturity dates will revert to Jan. 29, 2015, if there are more than $250 million of unsecured 2015 PIK notes outstanding on this date. Fitch expects Univision to use a majority of the $1.2 billion of cash proceeds received from Grupo Televisa to repay a portion of the PIK notes. Assuming the transactions close as contemplated, Fitch views them as a positive for the credit, in that they will provide Univision with a much larger cushion to strengthen its operating and credit profile, with a longer and more staggered maturity schedule. Nonetheless, Univision will still face over $4 billion of maturities in 2014, which the company will be unable to handle organically, given Fitch's expectations of approximately $300 million of annual pro forma free cash flow. Fitch expects the company will eventually address these maturities with a combination of bond issuance and free cash flow. Fitch believes that it is critical for the company to achieve Fitch's anticipated operating momentum and credit profile improvement in order to accomplish the refinancing. Univision's 'B' IDR had previously incorporated Fitch's expectations that the company would resolve the PLA overhang and extend a portion of its 2014 maturities, positioning itself to be able to repay and/or successfully refinance these obligations at maturity. Fitch believes that the private equity owners and the secured lenders remain motivated to facilitate Univision's long- term viability, as refinancing an improved operating and credit profile will provide more value than bankruptcy/debt restructuring. Underpinning this position is Fitch's view that the company will be able to delever to a range of 7 times-9x total leverage or 5x-7x on a secured basis by the 2014 maturity. The ratings incorporate Fitch's favorable outlook on the U.S. Hispanic broadcasting industry, given expectations for continued growth in size and spending power of the Hispanic demographic. Univision benefits from a leading market position, with duopoly television and radio stations in most of the top Hispanic markets, and a national overlay of broadcast and cable networks. Fitch expects mid-single digit revenue growth (excluding largely pass- through World Cup revenue) and low/mid-teens EBITDA growth in 2010, driven by an improvement in advertising revenue, growth in high-margin retransmission fees, and the positive operating leverage embedded in the broadcasting business. Fitch's positive view extends through the intermediate term, and as a result Univision's capital structure is expected to improve over the next several years. That said, there is very little room at current ratings for further operating challenges, cyclical or not, and EBITDA growth below Fitch's expectations for a protracted period would likely pressure ratings. Fitch regards current liquidity as adequate, particularly in light of minimal near-term maturities (mandatory annual term loan amortization of $100 million-$200 million through 2013). At June 30, 2010 liquidity consisted of $207 million of cash and $120 million available under the $300 million accounts receivable (A/R) securitization facility, of which $45 million expires in March 2012 and $255 million expires in December 2013. Fitch believes that amortization and cash interest expense will be easily covered by internal cash generation. Fitch expects the company to return to cash pay on the PIK note stub subsequent to the partial repayment with the Televisa proceeds. Fitch expects that going forward, annual free cash flow should approximate $300 million, a significant improvement from recent years. Higher borrowing costs on the extended term loan and RCF will increase cash interest expense; however the partial repayment of the PIK notes and expected cash pay will be a partial offset in later years. Fitch anticipates that free cash flow will be used primarily for debt reduction, including mandatory amortization under the term loan as well as some potential discretionary repayments. Total debt of $10.4 billion at June 30, 2010, consisted primarily of: -- $7 billion senior secured term loan facility due September 2014; -- $450 million senior secured draw term loan due September 2013; -- $594 million outstanding under the RCF, due March 2014; -- $512 million accreted value ($545 million face value) 12% senior secured notes due July 2014; -- $1.7 billion 9.75%/10.5% PIK senior unsecured notes March 2015; and -- $180 million outstanding under the A/R securitization facility, due December 2013. Univision's Recovery Ratings reflect Fitch's expectation that the enterprise value of the company, and hence, recovery rates for its creditors, will be maximized in a restructuring scenario (going concern), rather than a liquidation. Fitch employs a 7x distressed enterprise value multiple reflecting the company's FCC licenses in top U.S. markets. Fitch stresses June 30, 2010 LTM EBITDA by 10%, which is approximately the level at which the company would be unable to cover its pro forma fixed charges. Fitch estimates the adjusted distressed enterprise valuation in restructuring to be approximately $4.9 billion. The transaction does not impact Recovery Ratings, as it is an extension of secured debt. The 'B+' rating for the secured facilities reflects Fitch's expectations for recovery near the middle of the 51%-70% range under a bankruptcy scenario. The 'CCC' rating on the $1.7 billion senior unsecured notes reflects Fitch's expectations for minimal recovery prospects due to their position in the capital structure. Fitch is not assigning a rating to the convertible debentures issued to Televisa. Assuming these debentures rank subordinate to the senior unsecured notes they would also be expected to recover 0%. Fitch's existing ratings for Univision are: -- Issuer Default Rating at 'B'; -- Senior secured at 'B+/RR3'; -- Senior unsecured at 'CCC/RR6'. UNIVISION COMMUNICATIONS: S&P Puts 'B' Rating to $750 Mil. Notes ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned New York City-based Univision Communications Inc.'s offering of $750 million senior secured notes due 2018 its issue-level rating of 'B' (at the same level as S&P's expected corporate credit rating on the company following the completion of the previously launched amend-and- extend transaction). S&P also assigned this debt a recovery rating of '3', indicating its expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default. The 'B-' corporate credit rating on Univision remains on CreditWatch with positive implications. Other existing ratings on the company remain unchanged. S&P expects the company will use proceeds of its $750 million of 7.875% senior secured notes due 2020, to pay down existing senior secured term debt. On Oct. 6, 2010, the company announced it was seeking to extend a portion of its senior secured credit facilities, which is contingent on the aforementioned notes offering. Under terms of the amend and extend, Univision is seeking to extend $2.5 billion of its $7 billion term loan to March 2017 from September 2014, and to push out the maturity of its $600 million revolving credit facility to March 2016 from March 2014. In exchange for the extension, proposed pricing increases by 175-200 basis points on both facilities. In addition, the amendment will allow for future extensions, as well as the issuance of first-lien, second-lien, or unsecured debt under certain conditions, to refinance senior credit facilities. "Upon successful completion of the amendment and extension transaction, S&P expects to raise its corporate credit rating on Univision to 'B' with a stable outlook," says Standard & Poor's credit analyst Michael Altberg. VALENCE TECH: Berg & Berg Loans $2.5 Million at 3.5% Per Annum -------------------------------------------------------------- Berg & Berg Enterprises LLC said it had loaned $2,500,000 to Valence Technology Inc. In connection with the loan, the Company executed a promissory note in favor of Berg & Berg. The Promissory Note is payable on February 15, 2011 and bears interest at a rate of 3.5% per annum. On July 27, 2010, the Company's Board of Directors authorized the Company to engage in financing transactions with Berg & Berg, Carl E. Berg, or their affiliates from time to time in an aggregate amount of up to $10,000,000, if, and when needed by the Company, and as may be mutually agreed. The above transaction was made pursuant to this authorization and following such transaction, the full $10,000,000 has now been utilized under this authorization. The managing member of Berg & Berg is Carl E. Berg, who is the Chairman of the Company's Board of Directors and the principal stockholder of the Company. About Valence Technology Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) -- http://www.valence.com/-- is a global leader in the development of safe, long-life lithium iron magnesium phosphate energy storage solutions and provides the enabling technology behind some of the world's most innovative and environmentally friendly applications. Valence Technology has its Research & Development Center in Nevada, its Europe/Asia Pacific Sales office in Northern Ireland and global fulfillment centers in North America and Europe. The Company's balance sheet at June 30, 2010, showed $22.75 million in total assets, $94.51 million in total liabilities, and a stockholders' deficit of $80.37 million. PMB Helin Donovan LLP expressed substantial doubt about Valence Technology Inc.'s ability as a going concern following the Company's fiscal 2010 results. The Company has incurred operating losses each year since its inception in 1989 and had an accumulated deficit of $581 million as of March 31, 2010. For the fiscal years ended March 31, 2010, 2009, and 2008 the Company sustained net losses available to common stockholders of $23.2 million, $21.4 million, and $19.6 million, respectively. VANESSA WHITE: Case Summary & Largest Unsecured Creditor -------------------------------------------------------- Debtor: Vanessa Redding White aka Vanessa Redding 269 South Mansfield Avenue Los Angeles, CA 90036 Bankruptcy Case No.: 10-54721 Chapter 11 Petition Date: October 18, 2010 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Thomas B. Donovan Debtor's Counsel: Michael J. Jaurigue, Esq. JAURIGUE LAW GROUP 411 N. Central Avenue, Suite 310 Glendale, CA 91203 Tel: (818) 432-3220 E-mail: michael@jauriguelaw.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 contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wachovia 269 South Mansfield $261,236 794 Davis Court Avenue, Los San Leandro, CA 94577 Angeles, CA 90036 VE&E-NEVADA, LLC: Case Summary & 12 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: VE&E-Nevada, LLC 560 Winchester Boulevard, Suite 500 San Jose, CA 95128 Bankruptcy Case No.: 10-60843 Chapter 11 Petition Date: October 19, 2010 Court: U.S. Bankruptcy Court Northern District of California (San Jose) Judge: Arthur S. Weissbrodt Debtor's Counsel: Shawn R. Parr, Esq. PARR LAW GROUP, PC 1625 The Alameda, #101 San Jose, CA 95125 Tel: (408) 267-4500 E-mail: shawn@parrlawgroup.com Scheduled Assets: $7,990,050 Scheduled Debts: $3,876,936 A list of the Company's 12 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb10-60843.pdf The petition was signed by Vladimir Rivkin, managing member. VERTAFORE INC: Moody's Assigns 'Caa1' Rating to $260 Mil. Loan -------------------------------------------------------------- Moody's Investors Service assigned a Caa1 rating to Vertafore, Inc.'s proposed $260 million senior secured 2nd Lien term loan. Proceeds from the $260 million senior secured 2nd Lien term loan will be used to refinance the $240 million senior unsecured term loan provided by TPG Capital and to pay fees, accrued interest and expenses. The Caa1 rating reflects the loan's junior ranking within the capital structure and second lien security on the company's assets. On July 8, 2010, Moody's assigned a first-time corporate family and probability of default ratings of B2 to Vertafore, Inc. Concurrently, Moody's assigned B1 ratings to the company's $75 million Senior Secured Revolving Credit Facility due 2015 and $550 million Senior Secured Term Loan due 2016. The rating outlook is stable. The facilities were used in TPG Capital's purchase of the company from Hellman & Friedman and its co- investor JMI Equity for a total consideration of $1.4 billion, which closed on July 29, 2010. Ratings Rationale The B2 CFR reflects Vertafore's high initial pro-forma leverage of about 7x (Moody's adjusted debt to EBITDA following the close of the transaction) and the company's relatively small scale and concentrated business profile as a niche provider of software services for the property and casualty insurance industry (e.g., enterprise resource planning services for retail agents and document/workflow management solutions for P&C carriers). At the same time, the B2 rating is supported by the company's leading market position (as one of two primary software providers in the P&C space), its recurring revenue base driven by a subscription hosting model and high levels of maintenance renewals, and solid operating performance through economic cycles in a business requiring minimal capital investment. Vertafore's customer base is stable and would incur significant switching costs to change software providers given the need for agencies and carriers to maintain an insurance distribution channel that facilitates the timely flow of information and transactions without disruption. The stable outlook reflects Moody's expectation that Vertafore will continue to maintain its solid market position and generate consistent levels of operating profits and cash flows. Moody's expects the company to reduce leverage to about 6 times (adjusted debt to EBITDA) over the outlook period of 12 to 18 months. These first-time ratings/assessments were assigned: * $260 million Senior Secured 2nd Lien Term Loan due 2017 -- Caa1 (LGD-5, 87%) These ratings remain unchanged/assessments revised: * Corporate Family Rating -- B2 * Probability of Default Rating -- B2 * $550 Million Senior Secured Term Loan due 2016 -- B1 (LGD-3, 34% from 35%) * $75 Million Senior Secured Revolving Credit Facility due 2015 -- B1 (LGD3 -- 34% from 35%) Headquartered in Bothell, Washington, Vertafore, Inc., with annual revenues of about $300 million, is a provider of software solutions to the P&C insurance industry. VERTAFORE INC: S&P Affirms 'B' Corporate Credit Rating ------------------------------------------------------ Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating on Bothell, Wash.-based Vertafore Inc. The outlook is stable. The issue-level and recovery ratings on the existing rated first- lien debt remain unchanged as well, as they have first-priority status over the proposed second-lien issue and its valuation of the company has not changed since its July analysis. At the same, S&P assigned a preliminary 'CCC+' issue-level rating and preliminary '6' recovery rating to Vertafore's proposed $260 million second-lien term loan due 2017. The preliminary '6' recovery rating indicates its expectations for negligible (0%-10%) recovery for lenders in the event of a payment default. The company intends to use the proceeds from the new term loan to refinance its existing unrated $240 unsecured loan provided by TPG capital in conjunction with their purchase of the company in July. "S&P affirmed Vertafore's corporate credit rating in conjunction with the announcement of the refinancing of its unsecured loan, as the minor incremental debt does not materially affect leverage or cash flow," said Standard & Poor's credit analyst Alfred Bonfantini, "and its view of the company's business position and operational outlook has not changed." The company remains highly leveraged, and while it has a defensible niche market position, healthy operating margins, and high recurring revenue base, S&P believes that a narrow addressable market and overall market position limit the rating. S&P expects the company will gradually reduce its high leverage primarily through EBITDA growth, as it modestly grows revenues and slightly improves gross margin. VITESSE SEMICONDUCTOR: To Hold Annual Meeting on January 19 ----------------------------------------------------------- Vitesse Semiconductor Corporation said it plans to hold its Annual Meeting of Stockholders on January 19, 2011. The timing of the Company's prior annual meeting of stockholders held in May 2010, its first annual meeting held since 2006, departed from its historical practice of holding annual meetings during the first calendar quarter of each year. "We are returning to this practice in 2011 and, as a result, are informing our stockholders of the following deadlines for stockholder proposals," the Company said. About Vitesse Based in Camarillo, California, Vitesse Semiconductor Corporation (Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs, develops and markets a diverse portfolio of semiconductor solutions for Carrier and Enterprise networks worldwide. The Company's balance sheet at June 30, 2010, showed $94.02 million in total assets, $130.49 million in total liabilities, and a $36.46 million stockholder's deficit. In October 2009, Vitesse completed a debt restructuring transaction that resulted in the conversion of 96.7% of the Company's 2024 Debentures into a combination of cash, common stock, Series B Preferred Stock and 2014 Debentures. With respect to the remaining 3.3% of the 2024 Debentures, Vitesse settled its obligations in cash. Additionally, Vitesse repaid $5.0 million of its $30.0 million Senior Term Loan, the terms of which were amended as part of the debt restructuring transactions. WASHINGTON TIMES: Faces Involuntary Bankruptcy Petition ------------------------------------------------------- A lawyer, who was fired as an officer of an affiliate of Washington Times LLC, filed an involuntary chapter 11 bankruptcy petition (Bankr. D. D.C. Case No. 10-01041) against the newspaper publisher. Richard A. Steinbronn, who signed the involuntary petition, said Washington Times LLC owes Washington Times Aviation LLC and a related entity $2 million. Steven Church and Dawn McCarty at Bloomberg News report that an involuntary-bankruptcy petition can be used by creditors to force a company into bankruptcy to collect debts. The company has 21 days from the time it is notified of the petition to answer the creditor claims. It can either accept the bankruptcy case or try to have it thrown out. Bloomberg reports Mr. Steinbronn "was wrongfully terminated from various positions in early 2009," according to the bankruptcy filing. The petition includes promissory notes purporting to show intercompany loans among affiliates of the Washington Times. Bloomberg relates that the Washington Times' average daily circulation fell 17% to 67,148 in the six months through September 2009, the most recent data available from the Audit Bureau of Circulations. That compares with declines of 6.4% at the Washington Post in the period, and 11% industrywide. WASHINGTON TIMES: Involuntary Chapter 11 Case Summary ----------------------------------------------------- Alleged Debtor: The Washington Times LLC aka The Washington Times washingtontimes.com Washington Times National Weekly Edition News World Communications, Inc. News World Communications 3600 New York Avenue, N.E. Washington, DC 20002 Bankruptcy Case No.: 10-01041 Involuntary Chapter 11 Petition Date: October 21, 2010 Court: U.S. Bankruptcy Court District of Columbia (Washington, D.C.) Creditors who signed the Chapter 11 petition: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Richard Steinbronn Legal Counsel $390 13404 Hamer Court Herndon, VA 20170 Washington Times Aviation LLC Loan $500,000 13404 Hamer Court Herndon, VA 20170 Washington Times Aviation USA LLC Loan $1,500,000 13404 Hamer Court Herndon, VA 20170 XODTEC LED: Posts $843,400 Net Loss in August 31 Quarter -------------------------------------------------------- Xodtec LED, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $843,358 on $244,653 of revenue for the three months ended August 31, 2010, compared with a net loss of $320,519 on $259,727 of revenue for the same period ended August 31, 2009. The Company has an accumulated deficit of approximately $5.9 million as of August 31, 2010. The Company's balance sheet at August 31, 2010, showed $1.7 million in total assets, $3.1 million in total liabilities, and a stockholders' deficit of $1.4 million. As reported in the Troubled Company Reporter on July 23, 2010, Simon & Edward, LLP, in City of Industry, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for the fiscal year ended February 28, 2010. The independent auditors noted that the Company has incurred significant operating losses, has serious liquidity concerns and may require additional financing in the foreseeable future. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?6ccd About Xodtec LED Headquartered in Jhonghe City, Taiwan, Xodtec LED, Inc. is a Nevada corporation incorporated on November 29, 2006, under the name Sparking Events, Inc. On June 28, 2009, the Company's corporate name was changed to "Xodtec Group USA, Inc." and on May 17, 2010, the Company's corporate name was changed to "Xodtec LED, Inc." The Company, through its subsidiaries, is engaged in the design, marketing and selling of advanced lighting solutions which are designed to use less energy and have a longer life than traditional incandescent, halogen, fluorescent light sources. The Company's wholly-owned subsidiaries, Xodtec Technology Co., Ltd.; Targetek Technology Co., Ltd.; UP Technology Co., Ltd., are organized under the laws of the Republic of China (Taiwan). The Company also owns a 35% interest in Radiant Sun Development S.A., a company organized under the laws of the Independent State of Samoa. * Former Greenberg Associate Admits to $500K Theft -------------------------------------------------- Bankruptcy Law360 reports that a former Greenberg Traurig LLP associate who specialized in bankruptcy and commercial foreclosure pled guilty Wednesday to federal charges related to a scheme to steal more than $500,000 from the firm. Law360 says Michael Shaw was charged with one count of bank fraud in the U.S. District Court for the Northern District of Georgia and faces up to 30 years in prison. * High-Yield Bond Defaults in U.S. Remain 'Well Below Average' -------------------------------------------------------------- The high-yield bond defaults in the U.S. rose slightly in the third quarter but continue to fall "well below average," according to new data from Fitch Ratings, Dow Jones' DBR Small Cap reports. * Neuberger's Distressed Debt Fund Raises $244MM in Share Sale -------------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that NB Distressed Debt Investment Fund Ltd., a publicly traded investment vehicle of privately held U.S. asset manager Neuberger Berman, on Monday said it raised $244 million in a secondary share placing, more than doubling its size. * BOOK REVIEW: The Folklore Of Capitalism ----------------------------------------- Author: Thurman W. Arnold Publisher: Beard Books, Washington, D.C. (reprint of 1937 book from Yale University Press). 400 pages. $34.95 ISBN 1-58798-025-8. The book picks up where Mr. Arnold's previous book "The Symbols of Government" left off. In the first few chapters of fourteen altogether there is some reiteration to give the content grounding before Arnold gradually moves into the new topics he wants to take up in this work. New examples are inserted with this reiterated material. First written in 1937 as the Depression was dragging out with no end in sight, Arnold tries to identify -- almost to fix -- the basics of capitalism and democratic government it is intertwined with. The style is intellectual and searching, though not conflicted or yearning (as in romanticism). Mr. Arnold knows the elements of democracy he wants to identify and also commend. But keen-minded and unfailingly realistic as he is, Arnold knows the prolongation of the Depression has put the capitalist system under strain so that questions about its effectiveness and desirability are being raised and the appeal of other economic and political systems is strong. Thus Mr. Arnold in his complex, intellectual, legalistic manner not only hones in on the fundamental principles, processes, and institutions of democracy, but also implicitly and occasionally explicitly shows the unsuitability of the European ideologies of Marxism, Communism, Fascism whose appeal was growing in America. This global political struggle -- which came to a head with the outbreak of World War II a few years after the book was published -- has to be kept in mind as the backdrop for Mr. Arnold's approach to reminding readers of democracy's strengths and resources. In the circumstances of the time, it could by no means be taken as self-evident that democracy was a preferable form of government. Though Mr. Arnold with his acumen of human affairs and human nature and both theoretical and practical knowledge of political science is convinced that it is, he faces the challenge of delicately, sympathetically, yet firmly and unmistakably informing others that it is. In doing this, he moves back and forth between principles and ideals; actual and hypothetical practical circumstances; human nature and requirements, interests, and desires; and a paradigm of the concept of "individuality" and general social needs. The word "folklore" in the title denotes a body of persons something like a state, but not as formal or historical a body as this term suggests. To contemporary readers, the "folklore" in the title might suggest a book of entertaining anecdotes or yarns about capitalism; something like the foibles or amusing misunderstandings of capitalism. But at the time, "folklore" had a nationalistic and cultural, in some cases ethnological suggestion to it. In Germany, for instance, "volk" was a concept used by the Nazis in their rise to power. The concept of the "masses" was associated with Communism. So Mr. Arnold is bringing out how capitalism is embedded in the American public. He's trying to make readers more self-conscious of this so they will not inattentively allow capitalism to be lost. Arnold's book was written before today's major political, economic, and cultural concerns of globalism, multiculturalism, consumerism, immigration, etc., came about. So he does not address these explicitly. Yet as his main interest is the continuation of capitalism as this is proper to democratic society, the subject matter is timeless. Mr. Arnold writes a guide to the recognition and preservation of the sources and pillars of democracy in any time. Before serving in Franklin Roosevelt's administration as the chief trust buster, Thurman W. Arnold (1891-1969) from Wyoming was a homesteader and sheep rancher in the still relatively undeveloped West; and he was an artillery officer in France in World War I. He was a founder of the Washington, D.C., law firm Arnold, Fortas, and Porter. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2010. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***