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/raid1/www/Hosts/bankrupt/TCR_Public/101105.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, November 5, 2010, Vol. 14, No. 307 Headlines ACCENTIA BIOPHARMA: Bankruptcy Court Enters Confirmation Order ACTIVANT SOLUTIONS: Moody's Affirms 'B2' Corporate Family Rating AEP-P INVESTMENTS: Case Summary & 3 Largest Unsecured Creditors AFFINITY GROUP INC: Posts $1.76MM Net Income in Sept. 30 Quarter AFFINITY GROUP HOLDING: Posts $1.11MM Net Loss in Sept. 30 Qtr. AGRI-BEST HOLDINGS: Seeks Court OK to Sell 200,000 Pounds of Meat ALLEGIANCE HAWKS: Case Summary & 20 Largest Unsecured Creditors AMERICAN AXLE: Reports $38 Million Net Income for 3rd Qtr. 2010 AMERICAN INT'L: Over-Allotment Option for AIA Shares Exercised AMERICANWEST BANCORP: Taps Morrison & Foerster as Special Counsel AMERICANWEST BANCORP: Taps Sandler O'Neill as Financial Advisor ANTHONY SCHOTT: Voluntary Chapter 11 Case Summary ARCHANGEL DIAMOND: Suit v. Lukoil Goes to District Court ARLAN HANSON: Case Summary & 20 Largest Unsecured Creditors ASARCO LLC: District Judge Affirms Order on Reimbursement ASARCO LLC: Kelly Camp Site Settlement Has No Objections ASARCO LLC: Sidley Austin Seeks Reconsideration of Fee Request AVP PRO BEACH: Has $500,000 DIP Loan From RJSM Partners AVP PRO BEACH: Selling Assets in Chapter 11 BCAC LLC: Plan Confirmation Hearing Continued Until November 9 BLOCKBUSTER INC: Affiliates File Statements & Schedules BLOCKBUSTER INC: Creditors Committee Proposes Cooley as Counsel BUILDERS FIRSTSOURCE: Incurs $20.47MM Net Loss in Third Quarter CALYPTE BIOMEDICAL: Posts $571,000 Net Loss in June 30 Quarter CACI INTERNATIONAL: Moody's Will Withdraw Ba2 Corp. Family Rating CALFRAC HOLDINGS: Moody's Assigns 'B2' Rating to Senior Notes CARPENTER CONTRACTORS: Gets Interim Nod to Use Cash Collateral CATHOLIC CHURCH: Asks for Jan. 26 Extension of Removal Period CATHOLIC CHURCH: Committee Wants Morgan Lewis as Special Counsel CATHOLIC CHURCH: Hearing on Wilmington Plan Outline on Dec. 6 CHEMTURA CORP: Chapter 11 Plan Can Go Effective Monday CHINA HEALTH: Kenneth Lee Resigns as Chief Executive Officer CIRCUIT CITY: Chapter 11 Plan of Liquidation Effective CITADEL BROADCASTING: To Rescind Restricted Stock Awards CLOVERLEAF ENTERPRISES: Can't Bring Breach of Contract Claim COMMERCE COMMONS: Files for Chapter 11 in Las Vegas CONSPIRACY ENTERTAINMENT: Sells $210,000 Notes and Warrants COUNTRYWIDE FIN'L: Analyst Note Suggests Bankruptcy Filing CSG SYSTEMS: Moody's Assigns 'Ba3' Corporate Family Rating CSG SYSTEMS: S&P Assigns 'BB' Corporate Credit Rating DMA 2920: Voluntary Chapter 11 Case Summary DMA SPRING: Voluntary Chapter 11 Case Summary EAGLE INDUSTRIES: Section 341(a) Meeting Scheduled for Dec. 3 EAGLE INDUSTRIES: Taps Seiller Waterman as Bankruptcy Counsel EMPIRE HOLDINGS: Section 341(a) Meeting Scheduled for Dec. 1 EMPIRE HOLDINGS: Taps Meridian Law as Bankruptcy Counsel EMPIRE TOWERS: Section 341(a) Meeting Scheduled for Dec. 1 EMPIRE TOWERS: Taps Meridian Law as Bankruptcy Counsel ENERGYCONNECT GROUP: Board Adopts Amendments to Bylaws ENERGY FUTURE: Posts $2.9 Billion Net Loss in 3rd Quarter 2010 ENRON CORP: Investors Say Securities Markets at Stake ESA ENVIRONMENTAL: Chapter 7 Trustee Can't Recoup Hanover Funds FANNIE MAE: Terminate Ties With Florida Law Firm FANNIE MAE: S&P Says Fixing Fannie, Freddie Could Cost $700-Bil. FATHER & SONS: Voluntary Chapter 11 Case Summary FOUNTAIN VILLAGE: Plan Confirmation Hearing Set for November 29 FRASER PAPERS: Signs Agreement to Sell New Hampshire Paper Mill FREDDIE MAC: Terminate Ties With Florida Law Firm FREDDIE MAC: S&P Says Fixing Fannie, Freddie Could Cost $700-Bil. FX LUXURY: Slated for Nov. 8 Plan Confirmation FX REAL ESTATE: Posts $11.4 Million Net Loss in Q3 2010 GAMETECH INT'L: Timoth Minard Resigns as President of Sales GALP GRAYRIDGE: Case Summary & 20 Largest Unsecured Creditors GAS CITY: Can Use Bank of America's Cash Collateral Until Nov. 9 GAS CITY: Wants to Obtain DIP Financing From Bank of America GENERAL MOTORS: Execs Can Use Chartered Jets for IPO Sale GLOBAL ENERGY: Plan of Reorganization Wins Court Approval GLOBAL TEL*LINK: Recapitalization Won't Affect Moody's Ratings GREEN ENDEAVORS: Posts $87,900 Net Loss in September 30 Quarter GULFSTREAM INT'L: Files for Chapter 11 in Florida HALCYON HOLDING: Judge Allows but Cuts Co-Executives' Pay HARBINGER GROUP: Moody's Assigns 'B3' Corporate Family Rating HAWKER BEECHRAFT: To Launch Cost Reduction Program HELLER EHRMAN: Former Attorney's Claim Denied Priority Status IAG LLC: Case Summary & Largest Unsecured Creditor INDIANAPOLIS DOWNS: Missed Payment Cues S&P's Rating Cut to 'D' INNKEEPERS USA: Lenders Oppose Paying Fried Frank Lawyers INNKEEPERS USA: Midland Loan Wants Exclusivity Terminated INTERPUBLIC GROUP: S&P Gives Positive Outlook, Affirms 'BB' Rating JASON PAN: Voluntary Chapter 11 Case Summary JOSEPH LOOMIS: Creditor Fails in Bid to Enforce Settlement LANDRETH LUMBER: Payments to MRH "in the Ordinary Course" LEAP WIRELESS: Moody's Gives Negative Outlook; Keeps 'B2' Rating LEAP WIRELESS: S&P Affirms 'B-' Corporate Credit Rating LENNAR CORP: Said to Raise $800MM for Distressed Real Estate Unit LITHIUM TECHNOLOGY: Closes Private Sale of 83.3 Million Shares LOEHMANN'S CAPITAL: Moody's Downgrades Default Rating to 'Ca/LD' LODE HOLTSLAG: Voluntary Chapter 11 Case Summary MACCO PROPERTIES: Case Summary & 12 Largest Unsecured Creditors MAJESTIC STAR: Files Schedules of Assets and Liabilities MANSIONS AT HASTINGS: Has Preliminary OK to Use Cash Collateral MANSIONS AT HASTINGS: Has OK to Use Wells Fargo Cash Collateral MASSOUD BASTANKHAH: Case Summary & 15 Largest Unsecured Creditors MESA AIR: Disclosure Statement Hearing Adjourned to Nov. 18 MESA AIR: Objects to US Bank Admin. Claims for Aircraft Leases MESA AIR: Proposes to Assume USAir Code-Share Agreement METRO-GOLDWYN-MAYER: Receives Court Approval of First Day Motions METRO-GOLDWYN-MAYER: Wants 60 Days Extension for Schedules MGM RESORTS: Not Part of, Affected by, MGM Studios' Woes MONEYGRAM INT'L: Posts $10 Million Net Income for 3rd Qtr. 2010 MOO TOWN: Section 341(a) Meeting Scheduled for Dec. 3 MOO TOWN: Taps Demarco-Mitchell as Bankruptcy Counsel MOO TOWN: Gets Court's Interim Nod to Use Cash Collateral MOONLIGHT BASIN: Plan Exclusivity Period Extended to May 16 NATIONAL CENTURY: UAT Files Report for September 30 Qtr. NATIONAL CENTURY: VI/XII Trust Files Report for Sept. 30 Qtr. NCL CORPORATION: S&P Assigns 'B' Rating to $200 Mil. Notes NETWORK COMMUNICATIONS: Lenders Extend Forbearance Until Nov. 30 NORFOLK CEI: Case Summary & Largest Unsecured Creditor NORTH AMERICAN PETROLEUM: Petroflow Energy Files Schedules NOWELL DILLE: Case Summary & 20 Largest Unsecured Creditors OM FINANCIAL: Moody's Cuts Insurance Strength Rating to 'Ba1' OPTI CANADA: Posts US$46 Million Net Loss in Third Quarter PAHRUMP 37.65: Case Summary & Largest Unsecured Creditor PAJAAMCO FAMILY: Can Sell Leasehold Estate in Condominum Apt. 4129 PENN TRAFFIC: Bankruptcy Court Confirms Ch. 11 Liquidating Plan PRMC, INC.: Voluntary Chapter 11 Case Summary PRUDENTIAL FINANCIAL: Fitch Lifts Subordinated Debt Rating QUICKEL BUILDING: Case Summary & 4 Largest Unsecured Creditors RCC NORTH: Plan Confirmation Hearing Scheduled for December 7 RCC NORTH: Wants Exclusive Solicitation Period Extended to Dec. 11 REDDY ICE: DOJ Won't Take Action in Antitrust Investigation RENE COUMANS: Section 341(a) Meeting Scheduled for Dec. 3 REOSTAR ENERGY: Voluntary Chapter 11 Case Summary REOSTAR LEASING: Voluntary Chapter 11 Case Summary REVLON CONSUMER: Posts $14.2 Million Net Income in Sept. 30 Qtr. RICHARD MEYER: Case Summary & 4 Largest Unsecured Creditors ROBERT FERRANTI: Case Summary & 19 Largest Unsecured Creditors ROTHSTEIN ROSENFELDT: Accounting Firm Settles Malpractice Suit SAFE INSTALLATION: Case Summary & 20 Largest Unsecured Creditors SEA ISLAND: Court Confirms Plan to Sell Substantially All Assets SEARCHMEDIA HOLDINGS: Posts $22.6 Million Net Loss in 2009 SENSATA TECHNOLOGIES: To Buy Honeywell's Sensors Biz. for $140MM SENTINEL MANAGEMENT: Bank of New York Beats Suit by Trustee SIX FLAGS: S&P Raises Corporate Credit Rating to 'B+' SOUEIDAN CAR: Case Summary & 10 Largest Unsecured Creditors SPANISH POINT: Voluntary Chapter 11 Case Summary SPANSION INC: S&P Affirms 'B' Corporate Credit Rating SPORTS AUTHORITY: S&P Assigns 'B-' Rating to $300 Mil. Notes STEVE'S EXCAVATING: Case Summary & 20 Largest Unsecured Creditors STILLWATER MINING: Posts $5.9 Mil. Net Profit in Third Quarter STOREHOUSE INC: Court Rejects Teyssier's WARN, Sick Leave Claims SYNERGISTIC ENTERPRISES: Voluntary Chapter 11 Case Summary TELETOUCH COMMUNICATIONS: Shareholders Elect 5 Directors TENAX MANAGEMENT: Voluntary Chapter 11 Case Summary THOMAS SCHULTHEIS: To Pay Creditors from Sale Proceeds T.M. GRYPHON: Case Summary & 15 Largest Unsecured Creditors TRUMAN FEAR: Case Summary & 20 Largest Unsecured Creditors TWIN WIND: Case Summary & 17 Largest Unsecured Creditors UCI INTERNATIONAL: Post $4.37 Million Net Income in Sept. 30 Qtr. UNITED WESTERN: Lovell & Oak Hill Agree to Equity Investment UNITRIN INC: Fitch Puts Issuer Default Rating to Positive Watch UNIVERSITY VILLAGE: Case Summary & Largest Unsecured Creditor USG CORP: Has $100 Million Net Loss in Third Quarter VERTELLUS SPECIALTIES: S&P Assigns 'B' Corporate Credit Rating WILDWING DEVELOPMENT: Court Orders Dismissal of Chapter 11 Case WORKFLOW MANAGEMENT: Chapter 11 Filing Cues S&P to Withdraw Rating XM SATELLITE: Closes $700 Million Senior Notes Offering * Study Finds Private-Equity Involvement Doesn't Hurt Recoveries * Atty. Malfitano Leads Hilco Trading's Factory Sales * BOOK REVIEW: Harvest Moon - Portrait of a Nursing Home ********* ACCENTIA BIOPHARMA: Bankruptcy Court Enters Confirmation Order -------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, held a hearing on October 27, 2010, to consider confirmation of Accentia BioPharmaceuticals, Inc., and its subsidiaries' First Amended Joint Plan of Reorganization. On November 2, 2010, the Bankruptcy Court entered its order confirming the Plan of Reorganization. In connection with the confirmation hearing all creditor classes deemed "impaired" pursuant to the Bankruptcy Code voted to support the Plan. The Plan provides for, among other things, a restructuring of prepetition debt, as follows: (i) approximately $33.1 million of secured indebtedness outstanding under the Company's prepetition debt instruments; (ii) approximately $26.2 million of unsecured indebtedness outstanding under the Company's prepetition debt instruments through either issuance of a new interest bearing unsecured note or conversion into the Company's common stock; and (iii) approximately $9.0 million in general unsecured indebtedness through either issuance of a new 40-month interest bearing unsecured note or conversion into the Company's common stock. All outstanding shares of the Company's common stock will remain issued and outstanding at and after the Effective Date. Capital Structure As of the effectiveness of the Plan, the Company's Amended and Restated Certificate of Incorporation will authorize the Company to issue up to 150,000,000 shares of preferred stock and up to 300,000,000 shares of Common Stock, and each share of Company common stock outstanding immediately before the effectiveness of the Plan will, under the terms of the Plan, remain outstanding after effectiveness. The Plan provides for the issuance of shares of common stock in connection with the completion of the Plan, at the election of certain classes of creditors. No preferred stock is to be issued in connection with the Plan. Upon the Effective Date, the Company's capital structure would consist of the following: Common Stock (Par value $0.001) Issued and Outstanding: 59,548,208 shares Common Stock Reserved for Issuance to Creditors Pursuant to Plan: 46,763,106 Shares A complete text of the First Amended Joint Plan of Reorganization is available for free at: http://researcharchives.com/t/s?6d75 A complete text of the First Modification to the Debtors' First Amended Joint Plan of Reorganization is available for free at: http://researcharchives.com/t/s?6d76 A complete text of the Confirmation Order is available at: http://researcharchives.com/t/s?6d77 About Accentia BioPharmaceuticals Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc. (Nasdaq: ABPI) -- http://www.accentia.net/-- is a vertically integrated biopharmaceutical company focused on the development and commercialization of drug candidates that are in late-stage clinical development and typically are based on active pharmaceutical ingredients that have been previously approved by the FDA for other indications. The Company's lead product candidate is SinuNase(TM), a novel application and formulation of a known therapeutic to treat chronic rhinosinusitis. Additionally, the Company acquired the majority ownership interest in Biovest International Inc. and a royalty interest in Biovest's lead drug candidate, BiovaxID(TM) and any other biologic products developed by Biovest. The Company also has a specialty pharmaceutical business, which markets products focused on respiratory disease and an analytical consulting business that serves customers in the biopharmaceutical industry. Accentia BioPharmaceuticals and nine affiliates filed for Chapter 11 protection on November 10, 2008 (Bankr. M.D. Fla. Lead Case No. 08-17795). Charles A. Postler, Esq., and Elena P. Ketchum, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa, Florida; and Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar, P.A., represent the Debtors as counsel. Adam H. Friedman, Esq., at Olshan Grundman Frome Rosenzweig, and Paul J. Battista, Esq., at Genovese Joblove & Battista PA, represent the official committee of unsecured creditors as counsel. In their bankruptcy petition, the Debtors disclosed assets of $134,919,728 and debts of $77,627,355 as of June 30, 2008. At September 30, 2010, Accentia BioPharmaceuticals' balance sheet showed total assets of $5,020,410, current liabilities of $7,201,329, liabilities subject to compromise of $142,886,695. ACTIVANT SOLUTIONS: Moody's Affirms 'B2' Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service affirmed Activant Solutions, Inc.'s B2 CFR and related ratings, assigned B1 ratings to the new extended secured term loan and revised the company's ratings outlook to stable from negative. The outlook revision was based on the loosening of financial maintenance covenants and extension of senior loan maturities in the proposed senior debt amendment and extension as well as stabilization of revenues after several years of declines. The company's Speculative Grade Liquidity rating will be revised to SGL-2 from SGL-3 pending the completion of the amendment and extension, reflecting the resultant improved liquidity. The amendment and extension are expected to pass, however, if they do not, the ratings could face downward pressure. Ratings Rationale The amendment alleviates a May 2011 near term revolver maturity as well as significant step-downs in financial covenants. The amendment extends the maturity of a minimum of $250 million of the existing $319 million Term Loan B to 2016 from 2013 and a minimum of $33 million of the existing $40 million revolving loans to 2013 from 2011. Lenders not participating in the amendment will keep their original maturity dates. The amendment also delays the step down in financial maintenance covenants (and the final step down in the Total Leverage Ratio to 3.75x will be effectively pushed back to March 31, 2013 from December 31, 2010). The near term liquidity also improves significantly as a result of the extension of the revolver and loosened covenants. Revenues have stabilized over the past several quarters after several years of year over year organic revenue declines. Activant's end markets were hard hit by the downturn and while new system sales were particularly hard hit, service revenues held fairly flat. The company was also able to maintain EBITDA and cash flow levels during this period through significant cost cutting measures. Activant's B2 corporate family rating reflects the company's high level of debt particularly given the modest organic growth characteristics of the company and its susceptibility to economic cycles. The ratings also incorporate the company's acquisition appetite and potential for further debt financed acquisitions. However, these risks are partially mitigated by the generally high recurring nature of the company's business and incumbent cash flows which stem from Activant's expertise and strong customer following in the automotive, hardline/lumber and wholesale and distribution markets. These ratings were affirmed: * Corporate Family Rating, B2 * Probability of Default Rating, B2 * Senior secured revolving credit facility due 2011 -- B1 LGD3 (36%) * Senior secured term loan due 2013 -- B1 LGD3 (36%) * $114 million senior subordinated notes due 2016 -- Caa1, LGD5 (89%) These ratings and outlook were assigned * Senior secured revolving credit facility due 2013 -- B1 LGD3 (36%) * Senior secured term loan due 2016 -- B1 LGD3 (36%) * Ratings outlook: stable This will be revised pending closing of the amendment and extension: -- Speculative Grade Liquidity: SGL-2 from SGL-3 Moody's most recent rating announcement on Activant was June 3, 2008, when Moody's revised Activant's outlook to negative and Speculative Grade Liquidity to SGL-3. Activant is a leading provider of enterprise software and systems to small to medium sized retail and wholesale businesses in the automotive parts, hardlines and lumber, and wholesale and distribution business industries in the United States and Canada. Activant is headquartered in Livermore, CA. AEP-P INVESTMENTS: Case Summary & 3 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: AEP-P Investments, LLC 10146 Ripple Lake Drive Houston, TX 77065 Bankruptcy Case No.: 10-40046 Chapter 11 Petition Date: November 1, 2010 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Karen K. Brown Debtor's Counsel: Samuel L. Milledge, Esq. 10333 Northwest Freeway, Suite 202 Houston, TX 77092 Tel: (713) 812-1409 Fax: (713) 812-1418 E-mail: milledge@milledgelawfirm.com Scheduled Assets: $4,950,000 Scheduled Debts: $3,724,599 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txsb10-40046.pdf The petition was signed by Ankit Amin, managing member. AFFINITY GROUP INC: Posts $1.76MM Net Income in Sept. 30 Quarter ---------------------------------------------------------------- Affinity Group Inc. filed its quarterly report on Form 10-Q, reporting net income of $1.76 million on $124.64 million of revenues for the three months ended Sept. 30, 2010, compared with a net loss of $37.85 million on $124.94 million of revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2010, showed $226.99 million in total assets, $457.25 million in total liabilities, and a stockholder's deficit of $230.27 million. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?6d72 About Affinity Group Ventura, Calif.-based Affinity Group Holding, Inc. is a holding company and the direct parent of Affinity Group, Inc. The Company is an an indirect wholly-owned subsidiary of AGI Holding Corp ("AGHC"), a privately-owned corporation. The Company is a member- based direct marketing organization targeting North American recreational vehicle ("RV") owners and outdoor enthusiasts. The Company operates through three principal lines of business, consisting of (i) club memberships and related products and services, (ii) subscription magazines and other publications including directories, and (iii) specialty merchandise sold primarily through its 78 Camping World retail stores, mail order catalogs and the Internet. * * * According to the Troubled Company Reporter on April 27, 2010, Moody's Investors Service concluded its review of Affinity Group Holdings Inc., confirmed its 'Caa2' corporate family rating and assigned B1 ratings to its subsidiary, Affinity Group Inc.'s new secured term loan. The new debt along with an unrated $22 million revolver refinances the previous secured debt at Affinity Group Inc. The ratings outlook is stable. This concludes the review of ratings for possible downgrade that was initiated on August 25, 2009. Standard & Poor's Ratings Services said it assigned its 'B-' issue-level rating (two notches above the corporate credit rating on parent Affinity Group Holding Inc.) to Affinity Group Inc.'s $144.3 million senior secured term loan due 2015. The recovery rating is '1,' indicating S&P's expectations of very high (90%- 100%) recovery in the event of a payment default. AFFINITY GROUP HOLDING: Posts $1.11MM Net Loss in Sept. 30 Qtr. --------------------------------------------------------------- Affinity Group Holding Inc. filed its quarterly report on Form 10- Q, reporting a net loss of $1.11 million on $124.64 million of revenues for the three months ended Sept. 30, 2010, compared with a net loss of $41.50 million on $124.94 million of total revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2010, disclosed $227.95 million in total assets, $544.04 million in total liabilities, and a stockholder's deficit of $316.09 million. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?6d66 About Affinity Group Ventura, Calif.-based Affinity Group Holding, Inc. is a holding company and the direct parent of Affinity Group, Inc. The Company is an an indirect wholly-owned subsidiary of AGI Holding Corp ("AGHC"), a privately-owned corporation. The Company is a member- based direct marketing organization targeting North American recreational vehicle ("RV") owners and outdoor enthusiasts. The Company operates through three principal lines of business, consisting of (i) club memberships and related products and services, (ii) subscription magazines and other publications including directories, and (iii) specialty merchandise sold primarily through its 78 Camping World retail stores, mail order catalogs and the Internet. * * * According to the Troubled Company Reporter on April 27, 2010, Moody's Investors Service concluded its review of Affinity Group Holdings Inc., confirmed its 'Caa2' corporate family rating and assigned B1 ratings to its subsidiary, Affinity Group Inc.'s new secured term loan. The new debt along with an unrated $22 million revolver refinances the previous secured debt at Affinity Group Inc. The ratings outlook is stable. This concludes the review of ratings for possible downgrade that was initiated on August 25, 2009. Standard & Poor's Ratings Services said it assigned its 'B-' issue-level rating (two notches above the corporate credit rating on parent Affinity Group Holding Inc.) to Affinity Group Inc.'s $144.3 million senior secured term loan due 2015. The recovery rating is '1,' indicating S&P's expectations of very high (90%- 100%) recovery in the event of a payment default. AGRI-BEST HOLDINGS: Seeks Court OK to Sell 200,000 Pounds of Meat ----------------------------------------------------------------- Melanie Cohen, writing for Dow Jones' Daily Bankruptcy Review, reports that Protein Solutions is seeking bankruptcy court permission to sell off 200,000 pounds of choice New York strip steak. DBR relates Protein Solutions told the Court T.G.I. Friday's ordered 4,800 cases of USDA Black Angus Choice New York Strip Steak from Protein Solutions, but Friday's has only pulled 2,686 cases so far, leaving 2,114 cases in leftovers. Protein Solutions said Friday's "will not comply with all of its obligations to purchase the product under the agreement" even though Protein Solutions already purchased "raw materials" to fulfill the agreement. Protein Solutions said that in an effort to avoid waste and even more financial losses, it sought to find a purchaser for the excess meat. According to DBR, Protein Solutions informed the Court that on Oct. 18, it got an offer from Kansas-based meat supplier RCH Enterprises Inc. to buy up to 200,000 pounds of strip steak, subject to bankruptcy-court approval and any higher bids it might receive. Protein Solutions says in court documents that a sale "is both necessary and appropriate under the circumstances." About Agri-Best Chicago, Illinois-based Agri-Best Holdings LLC, dba Protein Solutions and Agri-Best Properties, LLC, processes and distributes portion control meat products to national restaurant chains, food distributors, and consumers. Agri-Best filed for Chapter 11 bankruptcy protection on October 5, 2010 (Bankr. N.D. Ill. Lead Case No. 10-44595). Agri-Best estimated its assets and debts at $10 million to $50 million as of the Petition Date. Chicago, Illinois-based Agri-Best Properties LLC filed for Chapter 11 bankruptcy protection on October 5, 2010 (Bankr. N.D. Ill. Case No. 10-44600). Steven B. Towbin, Esq., at Shaw Gussis, Fishman Glantz, Wolfson & Towbin, LLC, assists Agri-Best Properties in its restructuring effort. Agri-Best Properties estimated its assets and debts at $1 million to $10 million. ALLEGIANCE HAWKS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Allegiance Hawks Creek Commercial, LP 17400 Dallas Parkway, Suite 100 Dallas, TX 75287 Bankruptcy Case No.: 10-43855 Chapter 11 Petition Date: November 1, 2010 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Debtor's Counsel: Mark A. Castillo, Esq. THE CURTIS LAW FIRM, PC 901 Main Street, Suite 6515 Dallas, TX 75202 Tel: (214) 752-2222 Fax: (214) 752-0709 E-mail: mcastillo@curtislaw.net Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by C. Joseph Gampper, Mananger-GP of Allegiance Hawks Creek Commercial Management, LLC. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Allegiance Commercial Development, LP 10-43853 11/01/10 Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Legacy Texas bank 27.634 acres $6,523,161 P.O. Box 869111 of land Plano, TX 75086 Westworth Redevelopment Authority Purchase Financing $2,430,113 6550 White Settlement Road Fort Worth, TX 76114 Westworth Redevelopment Authority Site Development $2,248,906 6550 White Settlement Road Fort Worth, TX 76114 Legacy Texas bank 27.634 acres $857,491 P.O. Box 869111 of land Plano, TX 75086 Integral Real Estate Services, LLC Services $122,062 Dunaway Associates Services $6,625 Imperial Credit Corporation Insurance $5,731 Crouch and Ramey Services $5,000 United Fire Group Insurance $4,161 Evolving Texas, LP Services $3,804 Earthworks, Inc Ground Maintenance $1,527 GSO Architects Services $1,375 Levy Diamond/Bello & Assoc. Insurance $1,221 Trice Construction Services $550 Westworth Village Water/Sewer $303 Jo-Ann Stores, Inc Lease unknown LA Fitness International, LLC Lease unknown Randy P. Marx Legal Services unknown Sonic Restaurants, Inc. Lease unknown TXU Energy Utility Services unknown AMERICAN AXLE: Reports $38 Million Net Income for 3rd Qtr. 2010 --------------------------------------------------------------- American Axle & Manufacturing Holdings Inc.'s results in the third quarter of 2010 were net earnings of $38.8 million or $0.52 per share, nearly double AAM's net earnings of $19.6 million or $0.35 per share in the third quarter of 2009. Net sales in the third quarter of 2010 increased approximately 50% to $618.2 million as compared to $409.6 million reported in the third quarter of 2009. On a sequential basis, net sales in the quarter increased approximately 10% as compared to the second quarter of 2010. "AAM continued to achieve improved financial results in the third quarter of 2010, with strong sales growth driving higher earnings and positive free cash flow," said AAM's Co-Founder, Chairman of the Board and Chief Executive Officer, Richard E. Dauch. "We are outperforming AAM's business plan for 2010 due to a recovery in market demand for full-size pickups and SUVs, as well as the impact of our ongoing actions to control operating expenses and sustain reductions in AAM's fixed cost structure. For the full year 2010, AAM is on track to report sales growth of approximately 45% - 50% and profit margins that rank among the best in our company's history." The Company's balance sheet at Sept. 30, 2010, showed $2.07 billion in total assets, $2.54 billion in total liabilities, and a stockholder's deficit of $469.1 million. A full-text copy of the earnings release is available for free at http://ResearchArchives.com/t/s?6d6b A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?6d6c About American Axle Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a Tier I supplier to the automotive industry. American Axle manufactures, engineers, designs and validates driveline and drivetrain systems and related components and chassis modules for light trucks, sport utility vehicles, passenger cars, crossover vehicles and commercial vehicles. AXL has financial support from GM, its largest customer which accounted for 78% of sales in 2009. * * * As reported by the Troubled Company Reporter on August 5, 2010, Moody's Investors Service raised American Axle's Corporate Family Rating and Probability of Default Rating to B2 from Caa1. The raising of American Axle's CFR rating to B2 reflects the company's improved operating performance over the past two quarters and Moody's belief that this improvement will be sustained over the intermediate term, supported by stable automotive vehicle production in North America and cost structure improvements completed by the company in 2009. These conditions no longer support the default risk indicated by the Caa rating. American Axle carries a long-term issuer default rating of 'B' from Fitch. The TCR reported on July 28, 2010 that Fitch's credit concerns for AXL are focused on high leverage which is expected to decline considerably over the balance of 2010, negative cash flows in recent years, underfunded pension plans, limited sales diversification, risks to vehicle sales expectations which could be optimistic if the jobless economic recovery restricts vehicle volumes or if a double-dip recession occurs. American Axle carries a 'B-' corporate credit rating from Standard & Poor's Ratings Services. S&P, which revised its outlook on AXL to "positive" from "stable" in July 2010, believes American Axle will generate a significant amount of positive free cash flow in 2010 because of its improved cost structure. Standard & Poor's Ratings Services said it has raised its corporate credit rating on American Axle & Manufacturing Holdings Inc. to 'B+' from 'B-'. The outlook is stable. At the same time, S&P raised its issue-level ratings on the company's senior secured debt to 'BB-' and on the unsecured debt to 'B-'. AMERICAN INT'L: Over-Allotment Option for AIA Shares Exercised -------------------------------------------------------------- According to a regulatory filing by American International Group Inc., its unit, AIA Group Limited, announced October 29, 2010, that the over-allotment option has been fully exercised by the joint global coordinators on behalf of the international underwriters in respect of approximately 1.05 billion shares, increasing the total number of shares offered and sold in its public offering from approximately 7.03 billion to approximately 8.08 billion. Gross proceeds to AIA Aurora LLC were approximately $20.51 billion after the exercise of the over-allotment option. Trading of AIA shares commenced on the Main Board of the Hong Kong Stock Exchange Limited on October 29, 2010. 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. AMERICANWEST BANCORP: Taps Morrison & Foerster as Special Counsel ----------------------------------------------------------------- AmericanWest Bancorporation obtained authorization from the U.S. Bankruptcy Court for the Eastern District of Washington to employ Morrison & Foerster LLP, as special counsel. Morrison & Foerster has agreed to provide legal services, including: -- advising and assisting the Debtor in connection with the defense of any claims -- excluding any claims bought by the Company's individuals -- against the Debtor arising out of the Debtor's distressed financial sitaution and related regulatory actions against it; -- providing legal advice on bankruptcy, M&A, corporate, regulatory, and civil litigation matters; -- attending meetings and negotiating with representatives of creditors, regulatory entities such as the Federal Reserve Bank of San Francisco, the FDIC, the DFI, and other parties- in-interest; and -- advising and assisting the Debtor in connection with the implementation and closing of any potential sale of assets in the Chapter 11 case. The firm will be paid based on these rates: Billing Category Range --------------- ----- Partners $600 to $1,025 Of Counsel $500 to $900 Associates $325 to $650 Paraprofessionals $165 to $290 Professionals at the firm likely to be providing services to the Debtor are: Professional Title Rate ------------ ----- ---- G. Larry Engel Partner $795 Henry Fields Partner $815 Dan Marmalefsky Partner $795 Kenneth Kohler Partner $705 Alexandra Steinberg Barrage Of Counsel $635 Vincent Novak Senior Associate $535 Jonathan Keen Junior Associate $380 Diana Kushner Junior Associate $325 John Kline Senior Paralegal $250 To the best of the Debtor's knowledge, Morrison & Foerster is a ?disinterested person? as that term defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: G. Larry Engel, Esq. MORRISON & FOERSTER LLP 425 Market Street San Francisco, CA 94105-2482 Tel: (415) 268-7000 Fax: (415) 268-7522 About AmericanWest Bancorporation Headquartered in Spokane, Washington, AmericanWest Bancorporation (OTC BB: AWBC) -- http://www.awbank.net/- is a bank holding company whose principal subsidiary is AmericanWest Bank, which includes Far West Bank in Utah operating as an integrated division of AmericanWest Bank. AmericanWest Bank is a community bank with 58 financial centers located in Washington, Northern Idaho and Utah. AmericanWest Bancorporation filed for Chapter 11 protection on Oct. 28, 2010 (Bankr. E.D. Wash. Case No. 10-06097). The banking subsidiary was not including in the Chapter 11 filing. Dillon E. Jackson, Esq., at Foster Pepper PLLC, serves as bankruptcy counsel to the Debtor. Sandler O'Neill & Partners, L.P., serves as the Debtor's financial advisor. The Debtor estimated assets of $1 million to $10 million and debts of $10 million to $50 million. AmericanWest Bancorporation's estimates exclude its banking unit's assets and debts. In its latest Form 10-Q filed with the Securities and Exchange Commission, AmericanWest Bancorporation reported consolidated assets -- including its bank unit's -- of $1.536 billion and consolidated debts of $1.538 billion as of Sept. 30, 2010. AMERICANWEST BANCORP: Taps Sandler O'Neill as Financial Advisor --------------------------------------------------------------- AmericanWest Bancorporation obtained authorization from the U.S. Bankruptcy Court for the Eastern District of Washington to employ Sandler O'Neill & Partners, L.P., as financial advisor. Sandler O'Neill is a full-service investment banking firm and broker-dealer focused on the financial services sector. The firm has provided services to the Debtor and its banking unit AmericanWest Bank since 2008. Bank Engagement In October 15, 2010, AmericanWest Bank retained the firm as financial advisor. The Bank agreed to pay Sandler O'Neill a fee of 4.0% of the amount of capital contributed by an investor to the Bank in connection with a capital raising transaction, including upon completion of the Recapitalization. The Bank and Sandler O'Neill believe that this is a typical fee for raising capital, consistent with competitive practices in the industry at this time. SKBHC Hawks Nest Acquisition Corp., the proposed purchaser of the Bank, , however, advised the Company and the Bank that it may be unwilling to enter into an asset purchase agreement unless Sandler O'Neill reduced its fee. In an effort to facilitate the Company and Bank pursuing this transaction, Sandler O'Neill agreed to reduce its fee to $4.185 million in the event that the Stalking Horse Bidder is the Purchaser. Postpetition, Sandler O'Neill would provide a range of services to the Bank in connection with the Bank's recapitalization and this Chapter 11 case, including assisting the Bank in analyzing, marketing, structuring, negotiating, and effecting the Recapitalization. Company Engagement Beginning in 2008 and continuing to the present, the Company, primarily through Sandler O'Neill, has undertaken significant efforts to raise additional capital, including efforts to sell Bank assets, or to sell AWBC or the Bank to another financial institution. Postpetition, Sandler O'Neill expects to perform various advisory services in connection with AWBC's proposed sale of the Shares and the Other Purchased Assets, and all transactions contemplated by the APA. Sandler O'Neill, with this Court's approval, would receive compensation from AWBC on a contingency fee basis, based on 1% of the aggregate purchase price of the Bank securities sold by AWBC in the Sale. About AmericanWest Bancorporation Headquartered in Spokane, Washington, AmericanWest Bancorporation (OTC BB: AWBC) -- http://www.awbank.net/-- is a bank holding company whose principal subsidiary is AmericanWest Bank, which includes Far West Bank in Utah operating as an integrated division of AmericanWest Bank. AmericanWest Bank is a community bank with 58 financial centers located in Washington, Northern Idaho and Utah. AmericanWest Bancorporation filed for Chapter 11 protection on Oct. 28, 2010 (Bankr. E.D. Wash. Case No. 10-06097). The banking subsidiary was not including in the Chapter 11 filing. Christopher M. Alston, Esq., and Dillon E. Jackson, Esq., at Foster Pepper Shefelman PLLC, in Seattle, Washington, serve as bankruptcy counsel. Morrison & Foerster LLP, serves as special counsel. The Debtor estimated assets of $1 million to $10 million and debts of $10 million to $50 million. AmericanWest Bancorporation's estimates exclude its banking unit's assets and debts. In its latest Form 10-Q filed with the Securities and Exchange Commission, AmericanWest Bancorporation reported consolidated assets -- including its bank unit's -- of $1.536 billion and consolidated debts of $1.538 billion as of Sept. 30, 2010. ANTHONY SCHOTT: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Anthony H. Schott aka Anthony Schott 539 Argo San Antonio, TX 78209 Tel: (210)422-0144 Bankruptcy Case No.: 10-54276 Chapter 11 Petition Date: November 1, 2010 Court: U.S. Bankruptcy Court Western District of Texas (San Antonio) Judge: Leif M. Clark Debtor's Counsel: Lynda S. Ladymon, Esq. 7801 Broadway, #220 San Antonio, TX 78209 Tel: (210) 829-5955 E-mail: lynda@lawlynda.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 creditors together with its petition. ARCHANGEL DIAMOND: Suit v. Lukoil Goes to District Court -------------------------------------------------------- The Hon. Howard R. Tallman, pursuant to 28 U.S.C. Sections 1334 and 1452, abstains from exercising jurisdiction over, and from hearing, Archangel Diamond Corporation's breach of contract lawsuit against OAO Lukoil, and remands the case to the U.S. District Court for the District of Colorado, in Denver. Judge Tallman denies Archangel's motion for declaratory judgment that Lukoil has submitted to the Bankruptcy Court's jurisdiction. The case is Archangel Diamond Corporation, Plaintiff, v. OAO Lukoil, Defendant, Adv. Proc. No. 09-1755 (Bankr. D. Colo.), and a copy of Judge Tallman's order dated October 28, 2010, is available at http://is.gd/gHXclfrom Leagle.com. About Archangel Diamond Archangel Diamond Corporation was a Canadian diamond company focused on exploration and mining in Russia. The company was listed on the Toronto Venture Exchange (trading symbol AAD). Three creditors filed a petition to send Archangel Diamond Corporation to liquidation under Chapter 7 of the U.S. Bankruptcy Code on June 26, 2009 (Bankr. D. Colo. Case No. 09-22621). Archangel subsequently converted its case to a Chapter 11 bankruptcy. On December 17, 2009, the Bankruptcy Court confirmed Archangel's Amended Plan of Liquidation. The Plan transfers Archangel's assets -- being substantially Archangel's legal proceedings against Arkhangelskgeoldobycha, Lukoil and certain related parties -- to a Liquidating Trust. ARLAN HANSON: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Joint Debtors: Arlan Gene Hanson Aziza Hanson 513 Seminole Avenue Osceola, WI 54020 Bankruptcy Case No.: 10-18087 Chapter 11 Petition Date: November 1, 2010 Court: U.S. Bankruptcy Court Western District of Wisconsin (Eau Claire) Debtors' Counsel: John Ellis Ellsworth, Esq. 929 S. 111 Street West Allis, WI 53214 Tel: (414) 763-5562 E-mail: ellsworthlegal@yahoo.com Scheduled Assets: $1,955,480 Scheduled Debts: $3,223,375 [Redacted -- July 26, 2012] ASARCO LLC: District Judge Affirms Order on Reimbursement --------------------------------------------------------- Judge Andrew S. Hanen of the United States District Court for the Southern District of Texas affirmed Bankruptcy Judge Richard Schmidt's Expense Reimbursement Order dated July 29, 2009, of expenses incurred by certain bidders in connection with the potential auction and sale of all or a portion of the judgment on the litigation against Americas Mining Corporation relating to shares of Southern Peru Copper Company, now known as Southern Copper Corporation. In a 33-page memorandum opinion and order, Judge Hanen opined that the Bankruptcy Court applied the correct legal standard in allowing the reimbursement. He added that the Bankruptcy Court did not err in concluding that the Reimbursement Motion satisfied the business judgment standard. A full-text copy of Judge Hanen's Memorandum Opinion and Order is available for free at: http://bankrupt.com/misc/ASARCO_Opinion_Appeal_Reimburse.pdf ASARCO Brings Appeal to Fifth Circuit ASARCO LLC, Asarco Incorporated and Americas Mining Corporation notified the District Court that they will take an appeal to the United States Court of Appeals for the Fifth Circuit of Judge Hanen's affirmation of the Bankruptcy Court's Expense Reimbursement Order. ASARCO wants the Fifth Circuit to determine whether: (a) the District Court erred in affirming the Bankruptcy Court's Expense Reimbursement Order pursuant to Section 363 of the Bankruptcy Code; (b) the District Court, and the Bankruptcy Court before it, erred in determining that the business judgment standard under Section 363 of the Bankruptcy Code was satisfied; and (c) the District Court, and the Bankruptcy Court before it, erred in approving the procedures and guidelines for the expense reimbursement set forth in the Reimbursement Motion, including procedures related to notice, parties to be noticed, objections, and disposition of objections. About Asarco LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: Kelly Camp Site Settlement Has No Objections -------------------------------------------------------- The United States of America, on behalf of the United States Department of Agriculture, Forest Service, notified the Bankruptcy Court and parties-in-interest of the absence of any public comment in connection with the settlement for the Kelly Camp Site, which is located within the Colville National Forest, in Ferry County, Washington. In full satisfaction and compromise of the Kelly Camp Claim, Reorganized ASARCO LLC, the Plan Administrator and the Government previously agreed that the Government will be allowed a general unsecured claim for $100,000. Alan Tenenbaum, Esq., in Washington, D.C., says that on Sept. 10, 2010, the Government published a notice of the proposed Settlement Agreement in the Federal Register at 75 Fed. Reg. 55351-55352. He adds that the Government received no public comments on the Settlement Agreement. In another filing, the Plan Administrator, ASARCO and Government agreed to extend through December 13, 2010, the Government's deadline to respond to the Plan Administrator and ASARCO's notice of compliance in connection with the Blue Ledge Claim, also known as Claim No. 18284. The parties also agreed to meet and confer on a mutually acceptable further schedule after the Government files its response on December 13, 2010, and the Plan Administrator will file a notice of the dates on the Court's docket. About Asarco LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: Sidley Austin Seeks Reconsideration of Fee Request -------------------------------------------------------------- In an amended request, Sidley Austin LLP seeks reconsideration of the Bankruptcy Court's order sustaining ASARCO LLC's objection to Sidley Austin's Claim No. 10739 and disallowing the Claim in its entirety. Judge Richard S. Schmidt has stricken the original request because Sidley Austin failed to attach a proposed order and certificate of service. Sidley Austin asserted the Claim against the Debtors' bankruptcy estates for a total unsecured non-priority claim of $1,682,979 in prepetition legal fees and expenses based on invoices it submitted to Grupo Mexico, S.A. de C.V. The Claim was subsequently assigned to Goldman Sachs Credit Partners, L.P. Michael Connelly, Esq., at Connelly, Baker, Wottring LLP, in Houston, Texas -- mconnelly@connellybaker.com -- contends that special circumstances of the case warrant reconsideration of and relief from the Order. He asserts that the Order resulted from a combination of ASARCO's misrepresentations to the Court and the Court's consequent legal error. Counsel for ASARCO misrepresented to the Court both the evidence in support of the Claim, as well as the basis for ASARCO's written objection, and led the Court to disallow the Claim for a reason not contained within the objection sent to Sidley Austin and Goldman, Mr. Connelly argues. The misrepresentations facilitated the Court's clear legal error in entering the Order, in that (i) ASARCO submitted no evidence to rebut the prima facie case presented by the Claim, and (ii) the bases on which ASARCO objected to the Claim were either contradicted by the evidence contained within the proof of claim itself or were improper bases on which to object to an unsecured claim, Mr. Connelly further argues, among other things. The Court ruled that the Plan Administrator and ASARCO's deadline to file response to the Reconsideration Motion is on November 18, 2010, and Sidley Austin's deadline to file its reply is on December 2. The parties agree to meet and confer on a mutually acceptable hearing date after Sidley Austin files its reply. About Asarco LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on August 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter 11 plan that it sponsored for Asarco LLC. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated Asarco LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) AVP PRO BEACH: Has $500,000 DIP Loan From RJSM Partners ------------------------------------------------------- AVP Inc. appeared before the Hon. Sheri Bluebond yesterday in Los Angeles bankruptcy court seeking permission to obtain $500,000 in DIP financing from RJSM Partners, LLC. RJSM owns a 72% stake in the Debtor. AVP and its subsidiary debtors propose to grant RJSM security interests and liens against all of the Debtors' assets, except a certain real property letter of credit and avoidance actions. RJSM will receive a junior lien against the Debtors' encumbered assets. The Debtors' operations were financed primarily by RJSM, which is currently owed $1.94 million. The claim is secured by all assets of AVP. Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review, reports that AVP and subsidiary AVP Pro Beach Volleyball Tour Inc. are seeking immediate approval of the DIP loan to fund operations until AVP can close a sale of its assets this December. According to The Los Angeles Times, the organization has long stood on shaky financial ground. After a bankruptcy filing in the 1990s, the organization found new owners who were able to improve its revenues and lure national sponsors. But it didn't turn a profit and saw its stock delisted in 2009. Unlike major sports leagues, the LA Times said AVP relies on sponsors and investors versus lucrative television rights, wealthy owners or stadium deals. The LA Times said that in 2007, Roy Disney tried to buy AVP for $36.9 million, a deal shareholders successfully resisted because they felt the price was too low. In 2008, AVP obtained a $3.5 million capital infusion from RJSM in exchange for a controlling stake. DBR relates RJSM gave AVP 25 days this summer to raise $4 million. The company failed, forcing it to cut its 2010 tour short. According to DBR, other big AVP shareholders include Cede & Co., AmTrust International Insurance Ltd., MLB Advanced Media LP, NBC and Fox Sports Net Inc. (Both Fox Sports Net and Dow Jones & Co., publisher of The Wall Street Journal, are owned by News Corp.) Shaquille O'Neal and Quincy Jones are also listed among AVP's common stockholders. About AVP Pro AVP, Inc. and AVP Pro Beach Volleyball Tour, Inc., headquartered in Torrance, California, operate the "sole nationally recognized men's and women's U.S. professional beach volleyball tour." Tour competitors include both women's and men's gold medalists from the 2008 Summer Olympics. The two entities voluntarily filed for Chapter 11 bankruptcy protection in Los Angeles, California on October 29, 2010. AVP Pro Beach doing business as Association of Volleyball Professionals, Inc. (Bankr. C.D. Calif. Case No. 10-56761) scheduled assets of $183,957 against liabilities of $4,974,130. AVP, Inc. (Bankr. C.D. Calif. Case No. 10-56777) scheduled $196,957 in assets against $6,910,755 in liabilities. Ian Landsberg, Esq., at Landsberg & Associates APC, in Encino, California, serves as counsel to the Debtors. AVP PRO BEACH: Selling Assets in Chapter 11 ------------------------------------------- According to netDockets, AVP, Inc. and AVP Pro Beach Volleyball Tour, Inc., said in court filings that they intend to utilize the bankruptcy cases to liquidate their assets through a sale process conducted pursuant to Section 363 of the Bankruptcy Code. According to netDockets, AVP was formed in 1990 and its predominant shareholders are RJSM Partners, LLC, Cede & Co., AmTrust International Insurance Ltd., Fox Sports Net Inc., MLB Advanced Media LP, and National Broadcasting Company Inc. (which operates the NBC television network). RJSM Partners owns 72% of AVP's equity and financed most of the debtors' operations and holds a $5.4 million claim secured by all of AVP, Inc.'s assets. The report notes, citing court filings, 80% of the AVP Pro Beach Volleyball Tour's revenue were derived from corporate sponsorships. Earlier this year, some of the Tour's "substantial" sponsors ended their sponsorship of the Tour, the report discloses. As a result, AVP found itself unable to finance its day-to-day operations and the last five tournaments (out of a 12- tournament season) were cancelled, the report notes. About AVP Pro AVP, Inc. and AVP Pro Beach Volleyball Tour, Inc., headquartered in Torrance, California, operate the "sole nationally recognized men's and women's U.S. professional beach volleyball tour." Tour competitors include both women's and men's gold medalists from the 2008 Summer Olympics. The two entities voluntarily filed for Chapter 11 bankruptcy protection in Los Angeles, California on October 29, 2010. AVP Pro Beach doing business as Association of Volleyball Professionals, Inc. (Bankr. C.D. Calif. Case No. 10-56761) scheduled assets of $183,957 against liabilities of $4,974,130. AVP, Inc. (Bankr. C.D. Calif. Case No. 10-56777) scheduled $196,957 in assets against $6,910,755 in liabilities. Ian Landsberg, Esq., at Landsberg & Associates APC, in Encino, California, serves as counsel to the Debtors. BCAC LLC: Plan Confirmation Hearing Continued Until November 9 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of North Carolina has continued until November 9, 2010, at 11:00 a.m., the hearing to consider the confirmation of BCAC, LLC's Plan of Reorganization. Objections to the Plan confirmation, written acceptances or rejections of the Plan, were due November 3. The Bankruptcy Court previously determined conditionally that the Disclosure Statement contains adequate information as required by the Bankruptcy Code. According to the Disclosure Statement, the source of funds to repay creditors under the Plan will be derived solely from the Debtor's operation of the property and its efforts to refinance its secured debt. Under the Plan, the Debtor intends to treat unsecured claims as: -- General unsecured claims not exceeding $12,000 will be paid in full amount no later than December 31, 2012. -- The general unsecured claim of Puritan Finance Corporation will be paid in full, with interest at the current U.S. Treasury Bill rate of 8% per annum, as funds are available after payment or reserve in full of the allowed or disputed claims in Classes I, II, III, and IV. -- The general unsecured claim of Orion Realty Advisors, LLC will be paid with interest at the current U.S. Treasury Bill rate of 0.27% per annum. No distribution to the holders of equity interests is anticipated, nor would any be made until allowed claims are paid in full and sufficient amounts reserved to pay all disputed claims in full. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/BCACLLC_DS.pdf About BCAC, LLC Brookfield, Wisconsin-based BCAC, LLC, owns a 204-unit multi- family apartment complex at 23 Hiltin Place, Greensboro, Guilford County, North Carolina, which property is known as Park Place Apartments. The Company filed for Chapter 11 bankruptcy protection on April 15, 2010 (Bankr. M.D. N.C. Case No. 10-10709). Christine L. Myatt, Esq., serves as the Debtor's bankruptcy counsel. The Company estimated its assets and debts at $10 million to $50 million. BLOCKBUSTER INC: Affiliates File Statements & Schedules ------------------------------------------------------- Affiliates of Blockbuster Inc. filed their schedules of assets and liabilities and their statements of financial affairs. In their schedules, the Affiliates disclosed: Debtor Assets Liabilities ------ ------ ----------- Blockbuster Procurement LP $1,278,103* $900,655** Blockbuster Distribution Inc. $502,560* Undetermined Blockbuster Digital Technologies, Inc. $110,493* $4,335,368 Blockbuster Global Services Inc. $200* Undetermined Blockbuster Canada Inc. $1,000* Undetermined Blockbuster Gift Card Inc. $1,000* Undetermined Blockbuster Spain Inc. $1,000* Undetermined Blockbuster Investments LLC $1,000* Undetermined Blockbuster Video Italy, Inc. $1,000* Undetermined Movielink, LLC $1,000* Undetermined Trading Zone Inc. $1,000* Undetermined B2 LLC $1,000* Undetermined * Plus undetermined amounts on account of insurance policies ** Plus undertermined amount for co-debtor obligations, senior notes Thomas Kurrikoff, Blockbuster Inc.'s treasurer and senior vice president for finance, discloses that B2 LLC, Trading Zone Inc., MovieLink, LLC, Blockbuster Canada Inc., Blockbuster Gift Card, Inc., Blockbuster International Spain Inc., Blockbuster Investments LLC, and Blockbuster Video Italy, Inc., each received $1,000 from Blockbuster Inc. on August 29, 2010, for intercompany balances. Blockbuster Digital Technologies Inc. discloses that it paid an intercompany balance to Blockbuster Inc. for $4,335,369 on August 29, 2010. In its statement, Blockbuster Distribution Inc. discloses that it earned these amounts from its business operations during the two years before the Petition Date: Period Amount ------ ------ 2010 YTD, 08/29/10 $33,219,805 2009 69,409,303 2008 91,372,436 Blockbuster Global Services Inc. reveals that it earned these amounts from its business operations during the two years before the Petition Date: Period Amount ------ ------ 2010 YTD, 08/29/10 $0 2009 10,643 2008 72,000 During the two years immediately before the Petition Date, Blockbuster Procurement LP earned these amounts from its business operations: Period Amount ------ ------ 2010 YTD, 08/29/10 $16,930,137 2009 35,979,907 2008 44,352,263 Within 90 days immediately preceding the Petition Date, Blockbuster Procurement paid $6,021,834 to 63 creditors for debts that are not primarily consumer debts. The largest of these payments are made to: Creditor/Insider Amount ---------------- ------ Technimark Inc. $2,042,352 Clampitt Paper Co. of Dallas Ltd. 412,839 Print Source Inc. 411,711 SMS Services LLC 386,312 Color Dynamics 260,714 International Paper 238,857 NCR Corporation 206,784 About Blockbuster Inc. Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA, BLOKB) -- http://www.blockbuster.com/-- is a global provider of rental and retail movie and game entertainment. It has a library of more than 125,000 movie and game titles. Blockbuster said it had assets of $1,017,035,832 and debts of $1,464,939,759 as of August 1, 2010. Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11 bankruptcy proceedings with a pre-arranged reorganization plan in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No. 10-14997). Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil, Gotshal & Manges, serve as counsel to the Debtors. Rothschild Inc. is the financial advisor. Alvarez & Marsal is the restructuring advisor with A&M managing director Jeffery J. Stegenga as chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. Attorneys at Cooley LLP serve as counsel to the Official Committee of Unsecured Creditors. A steering group of senior secured noteholders is represented by James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin LLP. U.S. Bank National Association as trustee and collateral agent for the senior secured notes is represented by David McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter & Hampton LLP. BDO Consulting is the financial advisor for U.S. Bank. Lenders led by Wilmington Trust FSB are providing the DIP financing. The DIP Agent is represented by Peter Neckles, Esq. and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York. Blockbuster's non-U.S. operations and its domestic and international franchisees, all of which are legally separate entities, were not included in the filings and are not parties to the Chapter 11 proceedings. Bankruptcy Creditors' Service, Inc., publishes BLOCKBUSTER BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Blockbuster Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) BLOCKBUSTER INC: Creditors Committee Proposes Cooley as Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors in Blockbuster Inc.'s bankruptcy cases seeks the U.S. Bankruptcy Court's authority to retain Cooley LLP as its counsel, nunc pro tunc to October 1, 2010, pursuant to Section 1103 of the Bankruptcy Code, Rule 2014 of the Federal Rules of Bankruptcy Procedure and Rule 2014-1 of the Local Rules of Bankruptcy Procedure for the Southern District of New York. Creditor Lyme Regis Partners LLC previously filed with the Court a preliminary objection to Cooley's appointment as counsel for the Creditors Committee pursuant to Section 1103. As counsel, Cooley has agreed to, among other things: (a) attend the meetings of the Creditors Committee; (b) review financial information furnished by the Debtors to the Creditors Committee; (c) negotiate the budget and the use of cash collateral and DIP financing; (d) review and investigate the liens of purported secured parties; (e) confer with the Debtors' management and counsel; (f) coordinate efforts to sell or reorganize assets of the Debtors in a manner that maximizes the value for unsecured creditors; (g) review the Debtors' schedules, statements of affairs and business plan; and (h) advise the Creditors Committee as to the ramifications regarding all of the Debtors' activities and motions before the Court. Cooley will be paid based on its standard hourly rates, and will be reimbursed for its necessary expenses. Cooley's current hourly rates are: Attorney Position Rate -------- -------- ---- Jay R. Indyke Partner $810 Richard S. Kanowitz Partner $730 Cathy R. Hershcopf Partner $730 Jeffrey L. Cohen Partner $595 Nicholas Smithberg Special Counsel $600 Seth Van Aalten Associate $565 Lesley A. Kroupa Associate $450 Cathy R. Hershcopf, Esq., a member of Cooley, assures the Court that her firm does not have an interest adverse to the Debtors' estates and is a "disinterested person," as that term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1103(b) of the Bankruptcy Code. A hearing will be held on November 24, 2010, to consider the application. Objections are due on November 17. About Blockbuster Inc. Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA, BLOKB) -- http://www.blockbuster.com/-- is a global provider of rental and retail movie and game entertainment. It has a library of more than 125,000 movie and game titles. Blockbuster said it had assets of $1,017,035,832 and debts of $1,464,939,759 as of August 1, 2010. Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11 bankruptcy proceedings with a pre-arranged reorganization plan in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No. 10-14997). Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil, Gotshal & Manges, serve as counsel to the Debtors. Rothschild Inc. is the financial advisor. Alvarez & Marsal is the restructuring advisor with A&M managing director Jeffery J. Stegenga as chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. A steering group of senior secured noteholders is represented by James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin LLP. U.S. Bank National Association as trustee and collateral agent for the senior secured notes is represented by David McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter & Hampton LLP. BDO Consulting is the financial advisor for U.S. Bank. Lenders led by Wilmington Trust FSB are providing the DIP financing. The DIP Agent is represented by Peter Neckles, Esq. and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York. Blockbuster's non-U.S. operations and its domestic and international franchisees, all of which are legally separate entities, were not included in the filings and are not parties to the Chapter 11 proceedings. Bankruptcy Creditors' Service, Inc., publishes BLOCKBUSTER BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Blockbuster Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) BUILDERS FIRSTSOURCE: Incurs $20.47MM Net Loss in Third Quarter --------------------------------------------------------------- Builders FirstSource Inc. filed quarterly report on Form 10-Q with the Securities and Exchange Commission. According to the Troubled Company Reporter on Oct. 27, 2010, the Company said in an earnings release that it incurred a net loss of $20.47 million on $180.39 million of sales for the three months ended Sept. 30, 2010, compared with a net loss of $15.24 million on $188.86 million of sales for the same period a year ago. The Company's balance sheet at Sept. 30, 2010, showed $442.28 million in total assets, $259.74 million in total liabilities, and stockholder's equity of $182.54 million. The Company ended the quarter with approximately $126 million in liquidity, which included $121.4 million in available cash. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?6d5d A full-text copy of the Company's earnings release is available for free at http://ResearchArchives.com/t/s?6cf3 About Builders FirstSource Headquartered in Dallas, Texas, Builders FirstSource Inc. -- http://www.bldr.com/-- is a supplier and manufacturer of structural and related building products for residential new construction. The company operates in 9 states, principally in the southern and eastern United States, and has 55 distribution centers and 51 manufacturing facilities, many of which are located on the same premises as its distribution facilities. * * * Builders FirstSource Inc. carries 'Caa2' long term and senior secured debt ratings, with negative outlook, from Standard & Poor's. CALYPTE BIOMEDICAL: Posts $571,000 Net Loss in June 30 Quarter -------------------------------------------------------------- Calypte Biomedical Corporation filed its quarterly report on Form 10-Q, showing a net loss of $571,000 on $59,000 of net sales for the three months ended June 30, 2010, compared with a net loss of $798,000 on $200,000 of net sales for the same period a year earlier. The Company's balance sheet at June 30, 2010, showed $5.21 million in total assets, $21.11 million in total liabilities, and a stockholder's deficit of $15.90 million. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?6d65 About Calypte Biomedical Portland, Ore.-based Calypte Biomedical Corporation develops, manufactures, and distributes in vitro diagnostic tests, primarily for the diagnosis of Human Immunodeficiency Virus infection. Odenberg, Ullakko, Muranishi & Co. LLP, in San Francisco, expressed substantial doubt about the Company's ability to continue as a going concern following the Company's 2009 results. The independent auditors noted that the Company has defaulted on $6.3 million of 8% Convertible Promissory Notes and related Interest Notes and $5.2 million of 7% Promissory Notes, has suffered recurring operating losses and negative cash flows from operations, and management believes that the Company's cash resources will not be sufficient to sustain its operations through 2010 without additional financing. CACI INTERNATIONAL: Moody's Will Withdraw Ba2 Corp. Family Rating ----------------------------------------------------------------- Moody's Investors Service raised the speculative grade liquidity of CACI International, Inc., to SGL-2 from SGL-3 reflecting a new, five-year senior secured bank credit facility entered on October 21, 2010. The facility is unrated. Following the speculative grade liquidity change, all ratings and the positive rating outlook have been withdrawn. The new credit facility terminated the prior facility's $240 million revolving credit line and repaid the $150 million term loan balance, eliminating all of CACI's rated debts. Please refer to Moody's Withdrawal Policy on moodys.com. The change to SGL-2 from SGL-3 stemmed from the new credit facility that removed a significant potential 2011 cash need. The new credit facility gives CACI a sizeable, multi-year revolver with high borrowing availability. The good liquidity profile contemplated a relatively lower level of cash on hand than the company has had in recent periods against some recently announced acquisitions; it also considered, low capital spending needs, limited near-term debt maturities, a comfortable level of financial covenant compliance headroom and expected free cash flow generation. Ratings will be withdrawn: -- Corporate family, probability of default Ba2 -- $240 million senior secured revolver due May 2011 Baa3 LGD 2, 21% -- $150 million senior secured term loan B due May 2011 Baa3 LGD 2, 21% -- Speculative grade liquidity SGL-2 Moody's last rating announcement on CACI took place July 22, 2010, when the speculative grade liquidity was lowered to SGL-3 from SGL-1. CACI International Inc, based in Arlington, VA, provides information technology services and solutions for the U.S. Department of Defense, federal civilian agencies, the government of the United Kingdom as well as large commercial enterprises and state and local governments. Last twelve months ended June 2010 revenues were $3.1 billion. CALFRAC HOLDINGS: Moody's Assigns 'B2' Rating to Senior Notes ------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Calfrac Holdings LP's proposed offering of US$400 million of senior unsecured notes. Holdings is an indirect wholly-owned subsidiary of Calfrac Well Services Limited and its notes are guaranteed by Calfrac on a senior unsecured basis. Moody's also affirmed Calfrac's B1 Corporate Family Rating and changed its Speculative Grade Liquidity rating to SGL2 from SGL3, indicating good liquidity. The B2 senior unsecured rating was also affirmed on Holdings 7.75% notes due 2015. The proceeds of the new notes will be used to repurchase the 7.75% notes, repay revolver debt, and for general corporate purposes. The rating outlook is stable. Upgrades: Issuer: Calfrac Holdings, LP -- Senior Unsecured Regular Bond/Debenture, Upgraded to LGD4, 65% from LGD4, 69% Issuer: Calfrac Well Services Ltd. -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Assignments: Issuer: Calfrac Holdings, LP -- Senior Unsecured Regular Bond/Debenture, Assigned 65% - LGD4 to B2 Ratings Rationale Calfrac's B1 Corporate Family Rating considers the company's relatively small size, niche focus on fracturing services and resultant exposure to cyclical oil and natural gas drilling activities, concentrated customer base, and the risks tied to its expanding business outside of Canada and the U.S. The rating favorably considers the company's capable and mobile equipment fleet, technical expertise and strong customer relationships and contracts. The ratings are further supported by the company's experienced management team and board chairmanship that includes three of Calfrac's founders, who own approximately 30% of the company's shares. The stable outlook reflects Calfrac's strong position within the fracturing business and Moody's expectation that the company's contracted business, liquidity and capital structure will hold up well as it undertakes a significant capital program. A positive rating action is possible if Calfrac were to increase its scale while maintaining a reasonably balanced capital structure. Ratings could be pressured if Calfrac's financial leverage increases materially due to higher capital expenditures or acquisitions. Debt/EBITDA and debt/capitalization greater than 4.5x and 50%, respectively, would likely result in a negative outlook or ratings downgrade. The SGL-2 Speculative Grade Liquidity rating reflects good liquidity. Calfrac has a $175 million revolving credit facility, which is committed until September 29, 2011 and contains a two year term-out provision. Moody's expect Calfrac to renew these facilities annually. On closing of the proposed notes offering the revolver's C$40 million drawn balance will be repaid. The company's cash from operations and cash on hand (expected to be approximately C$ 147 million on closing of the notes) should amply cover capex and dividends through 2011. Calfrac should also have ample room under its three financial covenants during this period. Alternative liquidity is limited given that all assets are pledged to the revolver lenders. Calfrac Well Services Ltd., headquartered in Calgary, Alberta is a provider of pressure pumping services to E&P companies in Western Canada, the United States, Russia and Latin America. CARPENTER CONTRACTORS: Gets Interim Nod to Use Cash Collateral -------------------------------------------------------------- Carpenter Contractors of America, Inc., sought and obtained interim authorization from the Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the Southern District of Florida to use the cash collateral of First American Bank. First American Bank asserts a first security interest in and lien upon substantially all of the personal property of the Debtor, including the Debtor's accounts receivable, inventory and equipment. In addition, the Bank asserts a mortgage lien subject to existing Industrial Revenue Bonds on the Debtor's real property located in Belvidere, Illinois, and Fayetteville, North Carolina. The Bank provided the Debtor with a revolving line of credit and the Bank presently asserts that it is owed approximately $7,240,000. In addition, the Bank has issued letters of credit as additional credit support for the Debtor's obligations under Industrial Revenue Bonds related to the Debtor's facilities in Belvidere, Illinois, and Fayetteville, North Carolina. The Bank's letter of credit exposure is approximately $3,000,000. Chad P. Pugatch, Esq., at Rice Pugatch Robinson & Schiller, P.A., explained that the Debtor needs the money to fund its Chapter 11 case, pay suppliers and other parties. In exchange for using the cash collateral, the Bank is granted a replacement lien on and in all property acquired or generated postpetition by the Debtor's continued operations to the same extent, validity and priority and of the same kind and nature as it would have had prior to the filing of this bankruptcy case and subject to all objections and avoidance claims; but excluding all proceeds of property recovered or transfers avoided by or on behalf of the Debtor, its estate or any subsequently appointed trustee under Sections 544 through 550, inclusive, of the U.S. Bankruptcy Code. As additional adequate protection, the Debtor will: a. pay all ad valorem taxes when due; b. maintain all casualty insurance and name the Bank as a loss payee on all policies related to property over which the Bank asserts a security interest; c. with the exception of the Debtor's Florida division, the Debtor will maintain all bank accounts with the Bank; d. continue to supply the Bank with all reports that are required by the loan documents or have been heretofore provided the Bank by the Debtor and all reports that the Debtor provides the U.S. Trustee; e. pay all post-petition interest that accrues on the Bank's loan at the contract/non-default rate; f. with respect to the Belvidere IRB, the Debtor will make the $120,000 partial redemption payment due on November 1, 2010, and pay the monthly draw fee of $250 and the monthly interest, estimated at $530 to the Bank of America related to its Belvidere IRB; g. in the event that the adequate protection fails, the Bank will have a priority claim; and h. the Bank will have the right to conduct audit of its collateral upon reasonable notice and at reasonable times and places. A final hearing is set for November 15, 2010, at 9:30 a.m. on the Debtor's request to use cash collateral. About Carpenter Contractors Pompano Beach, Florida-based Carpenter Contractors of America, Inc., dba R&D Thiel, filed for Chapter 11 bankruptcy protection on October 25, 2010 (Bankr. S.D. Fla. Case No. 10-42604). Chad P. Pugatch, Esq., who has an office in Fort Lauderdale, Florida, assists the Debtor in its restructuring effort. The Debtor estimated its assets at $50 million to $100 million and debts at $10 million to $50 million. CATHOLIC CHURCH: Asks for Jan. 26 Extension of Removal Period ------------------------------------------------------------- The Catholic Diocese of Wilmington, Inc., asks the U.S. Bankruptcy Court for the District of Delaware to extend to January 26, 2011, the period within which it may remove various civil actions pending as of the Petition Date. The Diocese also asks Judge Christopher S. Sontchi that the proposed January 26 Removal Period apply to all matters specified in Rules 9027(a)(2)(A), (B) and (C) of the Federal Rules of Bankruptcy Procedure. The Diocese further asks that the order approving the request be without prejudice to (i) any position the Diocese may take regarding whether Section 362 of the Bankruptcy Code applies to stay any given civil action pending against the Diocese, and (ii) the right to seek further extensions of the Removal Period. The Diocese's current Removal Period expired on October 28, 2010. Citing Sections 157(b)(2)(B), 157(b)(2)(O) and 157(b)(5) of the of the of the Judicial and Judiciary Procedures Code, James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, contends that there is ample cause to extend the deadline for removal of the Actions, given that the Actions assert personal injury tort claims over which the Bankruptcy Court has limited subject-matter jurisdiction. The liquidation and estimation of the claims in the U.S. Bankruptcy Court for the District of Delaware may well be necessary in order to move the case forward, he adds. Since the filing of the Third Extension Motion, the Diocese: -- has engaged in additional mediation sessions, while simultaneously engaging in negotiations and discussions with its key constituencies; -- negotiated, formulated, and filed its Plan of Reorganization and Disclosure Statement; and -- has filed a plan and a motion seeking approval of the Disclosure Statement and voting, solicitation and tabulation procedures with respect to the Plan. Mr. Patton avers that the Plan contemplates the Diocese exercising its removal rights under Rule 9001 of the Federal Rules of Bankruptcy Procedure and Section 1452 of the Judicial and Judiciary Procedures Code to allow for an efficient and consistent process to estimate and liquidate claims. The Current Deadline should also be extended to allow the Bankruptcy Court to consider confirmation of the Plan and its important provisions, Mr. Patton further contends. Judge Sontchi will convene a hearing on November 30, 2010, to consider the request, with objections due on November 11. Pursuant to Del.Bankr.L.R. 9006-2, the Removal Period is automatically extended until the conclusion of that hearing. About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19. There are 131 cases filed against the Diocese, with 30 scheduled for trial. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC, is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Committee Wants Morgan Lewis as Special Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the bankruptcy case of the Catholic Diocese of Wilmington, Inc., seeks permission from the U.S. Bankruptcy Court for the District of Delaware to retain Morgan, Lewis & Bockius LLP as its special pension counsel, nunc pro tunc to October 11, 2010. Judge Christopher S. Sontchi previously approved the retention of Morgan Lewis as special insurance counsel to the Creditors Committee. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, relates that according to the Diocese's representations in the Disclosure Statement explaining its Plan of Reorganization, the Diocese's Lay Pension Plan and Clergy Pension Fund are significantly underfunded. Ms. Jones also notes that the Disclosure Statement provides that the Lay Pension Plan is a defined-benefit plan covering employees of the Diocese and the Non-Debtor Catholic Entities and that the assets of that fund are held in an irrevocable trust. She adds that the Diocese has also claimed that its ability to use assets in the Clergy Pension Fund is restricted. With respect to the Lay Pension Fund, the Disclosure Statement also refers to potential litigation by the Official Committee of Lay Employees regarding whether the Lay Pension Fund is held in trust or is otherwise a "restricted asset" of the bankruptcy estate, Ms. Jones further relates. She adds that the Creditors Committee was informed that prior to the Petition Date, the Diocese purchased annuities to pay the applicable pension benefit for all pension participants in the Lay Pension Plan, who retired prior to January 1, 2009. By this new application, the Creditors Committee seeks authority to retain Morgan Lewis to assist and advise the Creditors Committee and its counsel in analyzing: (a) claims against the Clergy Pension Fund and the Lay Pension Fund, including analyzing state law issues regarding the Diocese's pension obligations in light of the significant underfunding of the Pension Funds, the value of the assets in these Funds, and the value of vested or accrued benefits under the Clergy Pension Plan and the Lay Pension Plan; (b) the Diocese's prepetition purchase of annuities with assets withdrawn from the Lay Pension Fund; (c) whether the assets of the Pension Funds are held in trust or are otherwise "restricted" and not available to the Diocese's general unsecured creditors; (d) the obligations of non-Debtor employers, who participate in the Lay Pension Fund; and (e) other issues as necessary to assist the Creditors Committee with respect to issues relating to the Pension Funds. The Creditors Committee needs independent advice to evaluate all issues relating to the Pension Plans, Ms. Jones asserts. She avers that advice is also needed regarding the Diocese's obligations in light of the Pension Plans' underfunding and regarding the obligations of non-Debtor entities, who are participating employees in the Lay Pension Plan. Ms. Jones argues that the Creditors Committee should not be dependent on advice from Diocese's counsel with respect to these issues because the Diocese (i) made the questionable decision to drain the Lay Pension Plan to buy annuities to pay a subset of participants, and (ii) has taken the position that certain assets to pay benefits under the Pension Plans are held in trust and not otherwise available to general unsecured creditors. The Creditors Committee submits that Morgan Lewis is well-suited to act as its special pension counsel. Robert L. Abramowitz, Esq., will be the lead attorney with respect to pension issues, the Committee notes. Morgan Lewis will be paid based on these negotiated and discounted hourly rates for its new services: Professional Rate ------------ ---- Robert L. Abramowitz $653 Colm Connelly $536 Marianne Yudes $441 Paul Richler $475 Paralegals $260 The firm will also be reimbursed for its necessary expenses. Mr. Abramowitz, a partner at Morgan Lewis' Employee Benefits and Executive Compensation Practice, assures the Court that Morgan Lewis does not hold or represent any interest adverse to the Diocese's estates, and is a "disinterested person" as that phrase is defined in Section 101(14) of the Bankruptcy Code. About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19. There are 131 cases filed against the Diocese, with 30 scheduled for trial. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC, is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: Hearing on Wilmington Plan Outline on Dec. 6 ------------------------------------------------------------- The Catholic Diocese of Wilmington, Inc., delivered to Judge Christopher S. Sontchi of the United States Bankruptcy Court for the District of Delaware its Second Amended Chapter 11 Plan of Reorganization and Disclosure Statement on November 1, 2010. Estimates for Claims The Amended Disclosure Statement provides for increased estimates of recovery for certain Classes of Claims from the Plan Trust Assets: Previous Amended Estimated Estimated Class % Recovery % Recovery ----- ---------- ---------- 3A 47.0% - 74.7% 54.1% - 88.4% Personal Injury Tort Claims 3B 40.4% - 56.7% 44.5% - 62.3% Lay Pension Claims 3F 40.4% - 56.7% 44.5% - 62.3% Other unsecured Claims Holders of Claims under Class 3C Allied Irish Bank Claim will receive a promissory note from the Reorganized Debtor in the Allowed Amount of the Claim, payable on terms no less favorable to the Reorganized Debtor than the Delaware Economic Development Authority Loan Agreement dated November 1, 2002, between Wilmington Trust Company -- as assignee of DEDA -- and the Wilmington Diocese with respect to DEDA Bonds. DEDA Bonds refer to those certain DEDA Variable Rate Revenue Bonds, Series of 2002 issued on November 14, 2002, in the principal amount of $12,000,000. The Diocese believes that nationwide bankruptcy settlements are likely to be better predictors of the ultimate amount of Allowed Personal Injury Tort Claims in the bankruptcy case than prepetition settlements by the Diocese and nationwide non- bankruptcy settlements because settlements outside of bankruptcy are made against a backdrop of potential punitive damages, and the avoidance of bankruptcy. The Diocese points out that as a result of the separate classification and subordination of Penalty Claims under the Plan, as required by the Bankruptcy Code, the amount of Allowed Personal Injury Tort Claims will be determined solely by reference to compensatory damages. Wilmington's Assets In its Amended Disclosure Statement, the Diocese revised to $4,355,000 the aggregate appraised value of its real estate properties as of September 2010. As of September 30, 2010, the Diocese holds unrestricted personal property, with estimated aggregate value of $110,152,816, including Insurance Assets. The Diocese also holds personal property, which is subject to donor-imposed restrictions on use and disposition, in the aggregate estimated value of $31,693,408. Settlement with Non-Debtor Catholic Entities The Amended Plan provides that within 30 days after the effective date of the Plan, the Non-Debtor Catholic Entities will contribute to the Plan Trust Cash or other property having a value not less than $1.458 million in the aggregate, in consideration for, and conditioned upon, two treatments: (1) Resolution of PIA Investment Claims; and (2) Release of Chapter 5 Actions against Non-Debtor Catholic Entities. The value of any non-Cash property to be contributed by the Non- Debtor Catholic Entities will be determined by order of the Bankruptcy Court, after notice and a hearing. Disputed Non-Debtor PIA Funds The Diocese filed as Exhibit B to the Amended Plan a table summarizing the Disputed Non-Debtor PIA Funds as of October 20, 2009. The Diocese notes that the balances as set forth in Exhibit B do not represent the current value of those funds. As of October 20, 2009, the Disputed Non-Debtor PIA Funds aggregate $75,772,886. Copies of the Amended Plan and Disclosure Statement, as well as the blacklined portions of the Amended Plan and Disclosure Statement, may be accessed for free at: * http://bankrupt.com/misc/Church_W_2ndAmdPlan_110110.pdf * http://bankrupt.com/misc/Church_W_AmendedDS_110110.pdf * http://bankrupt.com/misc/Church_W_Plan_DS_Blined_110110.pdf Disclosure Statement Hearing Dec. 6 The Catholic Diocese of Wilmington, Inc., asks the U.S. Bankruptcy Court for the District of Delaware to approve the Disclosure Statement explaining its Amended Chapter 11 Plan of Reorganization filed with the Court on November 1, 2010. The Court will convene a hearing on December 6, 210, at 10:00 a.m., prevailing Eastern Time, to consider the adequacy of the Disclosure Statement. Objections are due on November 22. James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, contends that the Disclosure Statement contains more than sufficient detail to permit holders of Claims entitled to vote on the Plan to make an informed judgment whether to accept or reject the Plan. Mr. Patton tells the Court that the Diocese has made every effort to produce a disclosure statement that renders the Plan and solicitation and confirmation process understandable. The Diocese believes that the Disclosure Statement contains "adequate information" as that phrase is defined in Section 1125(a)(1) of the Bankruptcy Code, he says. Accordingly, the Diocese asks Judge Sontchi to approve the Disclosure Statement. Solicitation Procedures The Catholic Diocese of Wilmington, Inc., asks the U.S. Bankruptcy Court for the District of Delaware to: (a) fix December 6, 2010, as the voting record date for purposes of determining which holders of claims against the Diocese are entitled to vote on its Amended Chapter 11 Plan of Reorganization filed with the Court on November 1, 2010; (b) approve the notice of hearing and objection procedures with respect to confirmation of the Plan; (c) approve the solicitation packages and procedures for distribution; (d) approve the forms of ballot, and establish procedures for voting on the Plan; (e) approve the forms of notice to nonvoting classes under the Plan; (f) fix January 31, 2011, at 4:00 p.m., Eastern Standard Time, as the deadline by which creditors must vote to accept or reject the Plan, and file objections to the Plan; and (g) approve procedures for voting and tabulating votes with respect to the Plan. Confirmation Hearing The Diocese asks Judge Sontchi to set the hearing to consider confirmation of the Plan on February 14, 2010, commencing at 10:00 a.m., Eastern Standard Time and, to the extent necessary, February 15, 2010, commencing at 10:00 a.m. The proposed timing for the Confirmation Hearing is in compliance with the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules and will enable the Diocese to pursue confirmation of the Plan in a timely fashion, James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, tells Judge Sontchi. Notice and Objection Procedures Pursuant to Rules 2002 and 3017(d), upon approval of the Disclosure Statement, the Diocese proposes to provide to all parties that receive a Solicitation Package with a copy of the Confirmation Hearing Notice setting forth (i) the Voting Deadline, (ii) the time fixed for filing objections to the Plan, and (iii) the time, date and place for the Confirmation Hearing. The Confirmation Hearing Notice will be sent contemporaneously with the distribution of the Solicitation Packages on or before the solicitation commencement date, which is proposed to be December 14, 2010. Setting January 31, 2011, as the Confirmation Objection Deadline will provide parties-in-interest with more than 45 days' notice of the Confirmation Objection Deadline and will afford the Diocese and other parties-in-interest sufficient time to consider the objections and proposed modifications to the Plan and file any reply, while leaving the Court sufficient time to consider any objections and reply prior to the Confirmation Hearing, Mr. Patton contends. Objections to confirmation of the Plan or proposed modifications to the Plan must also be in writing, he says. The Diocese intends to file its reply to Plan Confirmation Objections on or before February 7, 2011. The Diocese will serve or cause to be served the Confirmation Hearing Notice on or before the Solicitation Commencement Date, by first class mail upon certain notice parties, which include the United States Trustee, counsel for the official committees and holders of the Claims. To give notice of the time for filing and serving objections to, and the date and time of the hearing on, confirmation of the Plan to (i) those creditors to whom no other notice was sent and who are unknown or not reasonably ascertainable by the Diocese, (ii) known creditors with addresses unknown by the Diocese, and (iii) creditors with potential claims unknown by the Diocese, the Diocese proposes to publish notice of the Confirmation Hearing and related deadlines once each in the national edition of USA Today and The Delaware News Journal on a date that is not less than 28 days before the Confirmation Objection Deadline. The Diocese believes the proposed publication procedures will provide adequate and sufficient notice to creditors under the circumstances. The Diocese will also post the Confirmation Hearing Notice electronically on the reorganization Web site maintained by The Garden City Group, Inc., at http://www.cdowreorganization.com Solicitation Materials and Procedures In accordance with Rule 3017(d) of the Federal Rules of Bankruptcy Procedure, the Diocese proposes to transmit to parties entitled to vote on the Plan a solicitation package by December 14, 2010, containing: -- the Confirmation Hearing Notice, which will set forth: * the Court's approval of the Disclosure Statement; * the Voting Deadline with respect to the Plan; * the date and time of the Confirmation Hearing; and * the deadline and procedures for filing objections to confirmation of the Plan; -- a copy of the order approving the request for approval of the Disclosure Statement and Solicitation Procedures, without exhibits; -- a CD containing a copy of the Disclosure Statement, together with the Plan and other exhibits; and -- the appropriate Ballot to accept or reject the Plan and a self-addressed, return envelope. Pursuant to Section 1126(f) of the Bankruptcy Code, unimpaired creditors are conclusively presumed to have accepted the plan, and solicitation of acceptances with respect to that class is not required. Accordingly, the Diocese proposes that it need not be required to transmit Solicitation Packages to holders of Claims in Class 1 Secured Claims and Class 2 Priority Claims, as holders of those Claims are unimpaired under the Plan, and thus, are deemed to have accepted the Plan. Claims in Class 4 Penalty Claims are impaired and the holders of those Claims are not entitled to receive any distributions under the Plan on account of the Claims. Thus, the Diocese proposes that they need not be required to transmit Solicitation Packages to holders of Claims in Class 4 because they are not entitled to vote on the Plan, and are deemed to have rejected the Plan. The Diocese proposes to mail to each of the Unimpaired Creditors and the Non-Voting Impaired Creditors a notice, which will set forth, among other things, the non-voting Classes under the Plan, a summary of the treatment of Claims under the Plan, the date and time of the Confirmation Hearing, and the deadline and procedures for filing objections to the Plan. The Non-Voting Parties may obtain a copy of the Plan and Disclosure Statement on the Diocese's reorganization Web site. The Diocese seeks the Court's approval for a departure from the strict notice rule, excusing the Diocese from distributing Solicitation Packages, Confirmation Hearing Notices, and Non- Voting Creditor Notices, as applicable, to those entities that the Diocese is unable to obtain accurate addresses, and to those whose notices are returned as undeliverable. Although the Diocese has made, and will make, every effort to ensure that the Solicitation Packages are in final form, the Diocese, nonetheless, asks that it be authorized to make nonsubstantive changes to the Disclosure Statement, the Plan, and related documents without further Court order, including ministerial changes to correct typographical and grammatical errors, and to make conforming changes among the Disclosure Statement, the Plan and any other materials in the Solicitation Packages prior to mailing. Voting Procedures The Diocese proposes to distribute to certain creditors one or more Ballots, which forms are based on Official Form No. 14 but have been modified to address the particular aspects of the Chapter 11 case and to include certain additional information that the Diocese believes is relevant and appropriate for each class of claims entitled to vote. With respect to the Class 3A Ballots for holders of Personal Injury Tort Claims, the Diocese proposes to serve a Solicitation Package and Confirmation Hearing Notice on counsel for each holder of the Claim at the law firm and address set forth in the holder's Tort Proof of Claim Form, unless the Creditor has directed otherwise. The Diocese also proposes that the Court direct the Balloting Agent to maintain all Class 3A Ballots under the same confidentiality rules set forth in the Bar Date Order with respect to the Tort Claims. The Diocese further requests that the Court direct that all counsel representing more than one Creditor holding a Class 3A Claim file a statement consistent and in compliance with Rule 2019 of the Federal Rules of Bankruptcy Procedure, which requires every entity or committee representing multiple creditors to file a verified statement providing various disclosures Mr. Patton asserts that to the extent a law firm represents multiple creditors holding Class 3A Claims, the law firm is subject to the requirements of Rule 2019. Thus, to the extent that the law firms have to date failed to file a statement compliant with Rule 2019, the Diocese specifically asks that the law firms be directed to do so on or before January 7, 2011, as part of the proposed voting procedures. Pursuant to Rule 3017(c), the Diocese proposes the more than 45- day solicitation period in this case to begin on the December 14, 2010 Solicitation Commencement Date. To be counted as a vote to accept or reject the Plan, each Ballot must be properly executed, completed and delivered to the Balloting Agent no later than January 31, 2011. Vote Tabulation Sections 1126(c) and 1126(d) of the Bankruptcy Code provides procedures for regarding acceptance of a plan by a class of claims, Mr. Patton avers. He adds that Rule 3018(a) of the Federal Rules of Bankruptcy Procedure provides that "the court after notice and hearing may temporarily allow the claim or interest in an amount which the court deems proper for the purpose of accepting or rejecting a plan." The Diocese proposes that the Bankruptcy Code's and Bankruptcy Rules' general procedures be subject to these tabulation rules: (a) If a Claim is deemed allowed under the Plan, the Claim is allowed for voting purposes in the deemed allowed amount set forth in the Plan; (b) If a proof of claim was timely filed prior to the Voting Record Date in an amount that is liquidated and non-contingent, the Claim will be deemed allowed for voting purposes only and not for purposes of allowance or distribution, in the amount set forth on the proof of claim; (c) If a proof of claim has been timely filed prior to the Bar Date and the Claim is wholly contingent or unliquidated, the Claim will be temporarily allowed for voting purposes only, and not for purposes of allowance or distribution, in an amount equal to $1; (d) If a proof of claim has been timely filed prior to the Bar Date and the Claim is unliquidated or contingent in part, the Claim will be allowed for voting purposes only, and not for purposes of allowance or distribution, in the liquidated and non-contingent amount only; (e) If a proof of claim has not been timely filed prior to the Bar Date, or a Claim has not been otherwise Allowed prior to the Voting Record Date, and the Claim is reflected in the Diocese's schedules of assets and liabilities, and is not listed as contingent, unliquidated or disputed, the Claim will be allowed for voting purposes only in the amount reflected in the Schedules, provided that a party whose claim has been indefeasibly paid will only be permitted to vote the unpaid amount of the Claim, if any, to accept or reject the Plan; (f) If a Claim has been scheduled by the Diocese and is wholly contingent or unliquidated, but not disputed, and has not been superseded by a proof of claim filed prior to the Voting Record Date, the claim will be temporarily allowed for voting purposes only in an amount equal to $1; (g) If a Claim has been estimated or otherwise allowed for voting purposes by order of the Court, the claim is temporarily allowed in the amount so estimated or allowed by the Court for voting purposes only, and not for purposes of distribution; (h) If the Diocese has served an objection or request for estimation as to a Claim at least 10 days before the Voting Deadline, the Claim is temporarily disallowed for voting purposes only and not for purposes of allowance or distribution, except as ordered by the Court before the Voting Deadline; and (i) For purposes of voting, classification and treatment under the Plan, each entity that holds or has filed more than one Claim, will be treated as if the entity has only one Claim in each applicable Class and the Claims filed by the entity will be aggregated in each applicable Class and the total dollar amount of the entity's Claims in each applicable Class will be the sum of the aggregated Claims of the entity in each applicable Class. In addition, the Diocese asks that certain procedures and standard assumptions be used in tabulating the Ballots, including: -- For purposes of the numerosity requirement of Section 1126(c), separate Claims held by a single Creditor in a particular Class will be aggregated as if the Creditor held one Claim against the Diocese in the Class, and the votes related to the Claims will be treated as a single vote to accept or reject the Plan; -- Creditors must vote all of their Claims within a particular Class either to accept or reject the Plan and may not split their vote; -- Ballots that fail to indicate an acceptance or rejection of the Plan or that indicate both acceptance and rejection of the Plan, but which are otherwise properly executed and received prior to the Voting Deadline, will not be counted; -- Only Ballots that are timely received with appropriate signature will be counted; and -- Only Creditors may vote unless a properly executed, written power of attorney is submitted with each Ballot cast, which evidences the Creditor's intention to have the other person complete the Ballot on the Creditor's behalf. In the event any Class of Claims does not have a holder of an Allowed Claim or a Claim temporarily Allowed by the Court as of the date of the Confirmation Hearing, the class or classes will be deemed eliminated from the Plan for purposes of voting to accept or reject the Plan, and for purposes of determining acceptance or rejection of the Plan by the Class pursuant to Section 1129(a)(8) of the Bankruptcy Code. About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19. There are 131 cases filed against the Diocese, with 30 scheduled for trial. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC, is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CHEMTURA CORP: Chapter 11 Plan Can Go Effective Monday ------------------------------------------------------ Pentair on Tuesday objected to the plan supporters' provision in the proposed confirmation order waiving the normal 14-day stay of effectiveness under Fed.R.Bankr.P. 3020(e) and other, similar, provisions -- permitting Chemtura Corporation's bankruptcy exit plan to go effective immediately. The Debtors responded later the same day. The Hon. Robert E. Gerber sustains Pentair's objection, in part. "In the exercise of my discretion, I'm invoking the authority given to me under Bankruptcy Rule 3020(e) and the other applicable rules1 to shorten the duration of the stay of effectiveness for which those rules provide, but I won't eliminate it entirely. The Confirmation Order will be stayed to the extent, but only the extent, of permitting it to go effective after 12 noon on Monday, November 8," Judge Gerber said Wednesday. Judge Gerber held that Pentair is right in its contention that the plan supporters didn't ask for the waiver before or at the time of the confirmation hearing. "I think 'best practices,' at the least, would have been to put this issue on the table early, setting forth the reasons why any delay in effectiveness would be prejudicial to creditors, other stakeholders, and/or the estate, or articulating other reasons why the normal stay duration would be inappropriate," Judge Gerber wrote. "I unquestionably have discretion, and am free to determine in whatever manner I consider to be most in the interests of justice," he said. The Debtors had indicated that there are significant costs to the estates in delaying the effectiveness of the plan -- pointing out that interest alone on the allowed claims would cost the estate approximately $230,000 per day. The Debtors said they will also continue to incur other administrative costs and expenses if the effective date were delayed. "To my mind, these are serious concerns, especially when weighed against the concerns of an entity, like Pentair, most of whose claim has been disallowed, and whose chances of a successful appeal on the claims disallowance issue would in my mind be remote," Judge Gerber said. A copy of Judge Gerber's decision, dated November 3, 2010, is available at http://is.gd/gI7flfrom Leagle.com. About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation -- http://www.chemtura.com/-- is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Judge Robert E. Gerber confirmed the Debtors' reorganization plan on October 22, 2010. The Debtors' equity security holders tried to derail the plan, arguing it undervalued the company. CHINA HEALTH: Kenneth Lee Resigns as Chief Executive Officer ------------------------------------------------------------ China Health Care said on October 29, 2010, Dr. Kenneth K. Lee resigned as its Chief Executive Officer. As a result of Mr. Lee's resignation on October 29, 2010, the Company appointed Faith Lam as its Acting Chief Executive Officer. Before the new appointment, Mr. Lam was the Company's Director, Vice President and Acting Chief Financial Officer. Doctor Xiu-Sheng Cheng resigned as the Executive Chairman of the Company effective immediately. The Company's board of directors consists of Mr. Gerald Lau and Mr. Faith Lam. Going Concern Doubt Samuel H. Wong & Co., LLP, in South San Francisco, California, raised substantial doubt about China Health's ability to continue as a going concern after auditing the Company's financial results for the years ended September 30, 2008, and 2007. The auditor noted that the Company continued to incur losses and working capital deficiencies. China Health Care's balance sheet at June 30, 2009, showed total assets of US$1.47 million and total liabilities of US$7.06 million, resulting in a stockholders' deficit of about US$5.59 million. China Health Care Corp. provides consultancy services to the VIP Maternity & Gynecological Centers in the People's Republic of China. These services are provided in conjunction with Johns Hopkins International, LLC, a U.S. based healthcare provider, and based upon a Consultancy Agreement with JHI. The Company is currently under contracts to provide consultancy services to a total of five VIP Birthing Centers in the PRC and to manage a private hospital in Macau. CIRCUIT CITY: Chapter 11 Plan of Liquidation Effective ------------------------------------------------------ BankruptcyData.com reports that Circuit City Stores' Modified Second Amended Chapter 11 Plan of Liquidation became effective. Under the Plan, a liquidating trustee will distribute nearly $450 million to creditors. In January 2009, Circuit City Stores announced that it would seek U.S. Bankruptcy Court approval to begin the process of liquidating substantially all assets. "We are extremely disappointed by this outcome. The company had been in continuous negotiations regarding a going concern transaction. Regrettably for the more than 30,000 employees of Circuit City and our loyal customers, we were unable to reach an agreement with our creditors and lenders to structure a going- concern transaction in the limited timeframe available, and so this is the only possible path for our company," said James A. Marcum at the time, vice chairman and acting president and chief executive officer for Circuit City Stores. About Circuit City Headquartered in Richmond, Virginia, Circuit City Stores Inc. (NYSE: CC) -- http://www.circuitcity.com/-- was a specialty retailer of consumer electronics, home office products, entertainment software and related services in the U.S. and Canada. Circuit City Stores together with 17 affiliates filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code on November 10, 2008 (Bankr. E.D. Va. Lead Case No. 08-35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian operations, also sought protection under the Companies' Creditors Arrangement Act in Canada. Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, are the Debtors' general restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, are the Debtors' local counsel. The Debtors also tapped Kirkland & Ellis LLP as special financing counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special securities counsel; and FTI Consulting, Inc., and Rotschild Inc. as financial advisors. The Debtors' Canadian general restructuring counsel is Osler, Hoskin & Harcourt LLP. Kurtzman Carson Consultants LLC is the Debtors' claims and voting agent. The Debtors disclosed total assets of $3,400,080,000 and debts of $2,323,328,000 as of August 31, 2008. Circuit City has opted to liquidate its 721 stores. It has obtained the Bankruptcy Court's approval to pursue going-out-of- business sales, and sell its store leases. In May 2009, Systemax Inc., a multi-channel retailer of computers, electronics, and industrial products, acquired certain assets, including the name Circuit City, from the Debtors through a Court- approved auction. CITADEL BROADCASTING: To Rescind Restricted Stock Awards -------------------------------------------------------- Mike Spector, writing for The Wall Street Journal, reports that a brief court filing by R2 Investments' lawyers late Tuesday indicated that Citadel Broadcasting Corp. had "voluntarily" agreed to rescind restricted stock awards and issue stock options "in accordance" with the confirmed bankruptcy plan. As reported by the Troubled Company Reporter on October 12, 2010, Radio-Info.com said R2 asked the Bankruptcy Court to order Citadel to revoke its awards of restricted stock to managers, and issue stock options, instead. R2 calls the award of $1.35 million to each director "a disturbing game of quid pro quo" with management. According to Radio-Info.com, R2 said CEO Farid Suleman and the Citadel directors displayed "a shocking amount of corporate greed and dishonesty" by going for an "egregious payoff" in stock, instead of stock options. According to the report, R2 estimated that Mr. Suleman alone will eventually bank $55 million based on the equity grants, and each of the directors would see more than $1.35 million. R2 said the result is "not what creditors expected when they voted on the plan." The Journal's Mr. Spector relates Citadel responded in court papers that the company's actions were governed by Delaware law, and that it acted in the best interest of the company and shareholders. The Company also argued the judge shouldn't interfere with the new board's attempt to maximize Citadel's value. R2 owns about 7% of Citadel. On Tuesday, R2 also noted that a hearing on the matter originally scheduled for Wednesday had been postponed until November 10. According to Mr. Spector, a company spokesman said Citadel's board and management agreed to relinquish the stock awards and issue options instead "to enable the Company to focus on those business matters that will maximize value for its shareholders." About Citadel Broadcasting Citadel Broadcasting Corporation (OTC BB: CTDB) -- http://www.citadelbroadcasting.com/-- is the third largest radio group in the United States, with a national footprint reaching more than 50 markets. Citadel is comprised of 166 FM stations and 58 AM stations in the nation's leading markets, in addition to Citadel Media, which is one of the three largest radio networks in the United States. Citadel Broadcasting filed for Chapter 11 with 50 affiliates on Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422). The Company disclosed assets of $1.4 billion and debts of $2.5 billion in its Chapter 11 filing. Kirkland & Ellis LLP served as legal counsel and Lazard Freres & Co. LLC as financial advisor for the restructuring. Kurtzman Carson Consultants served as claims and notice agent. On May 19, 2010, the Court entered an order confirming the Debtors' Second Modified Joint Plan of Reorganization. On June 3, 2010, the Debtors consummated their reorganization and the Plan became effective. CLOVERLEAF ENTERPRISES: Can't Bring Breach of Contract Claim ------------------------------------------------------------ Bankruptcy Law360 reports that Cloverleaf Enterprises Inc. can't bring a breach of contract claim alongside antitrust allegations against the Maryland Jockey Club of Baltimore City Inc. and Laurel Racing Association LP over the termination of race broadcasts, a judge has ruled. In addition, Law360 says, Cloverleaf does not have a right to a $1.4 million setoff against Maryland Jockey Club and Laurel Racing's $1.7 million bankruptcy court claim, Judge Richard D. Bennett ruled. Cloverleaf Enterprises Inc. -- http://www.rosecroft.com/-- owns the Rosecroft Raceway, a harness track in Fort Washington, Maryland. The Company filed for Chapter 11 protection (Bankr. D. Md. Case No. 09-20056) on June 3, 2009, represented by Nelson C. Cohen, Esq., at Zuckerman Spaeder LLP in Washington, D.C. The Company estimated $10 million to $50 million in assets and $1 million to $10 million in debts in its Chapter 11 petition. The Company's operations were halted in June 2010. COMMERCE COMMONS: Files for Chapter 11 in Las Vegas --------------------------------------------------- Commerce Commons, LLC, filed for Chapter 11 protection (Bankr. D. Nev. Case No. 10-30229) on October 27, 2010, in Las Vegas, Nevada. Commerce Commons is the owner of a shopping center in North Las Vegas. The Debtor owns the shopping center on West Centennial Parkway and an adjoining, undeveloped parcel that was to have been developed into the second phase of the project. In its schedules, the Debtor disclosed assets of $8,452,027 and liabilities of $23,149,802, with most of the debt on account of a mortgage. The secured creditor is an affiliate of Cohen Financial from Leawood, Kansas. David A. Colvin, Esq., at Marquis & Aurbach, in Las Vegas, serves as counsel to the Debtor. CONSPIRACY ENTERTAINMENT: Sells $210,000 Notes and Warrants ----------------------------------------------------------- Conspiracy Entertainment Holdings Inc. entered on October 25, 2010, into a subscription agreement with certain entities. The Company sold to the subscribers $210,000 in principal amount of promissory notes and issued the subscribers 5,250,000 Class A Warrants, which equals one Class A Warrant for each two shares which would be issued upon the full conversion of the Promissory Notes assuming the full conversion of the Promissory Notes. Immediately following the closing, there were 25,869,701 outstanding shares of the Company's common stock. The Notes mature one year from the date of issuance and will accrue interest at the rate of 14%. Upon a default in the payment of any amounts due under the Notes, the interest rate will be increased to 18%. Upon the occurrence of an Event of Default, all principal and interest then remaining unpaid shall be immediately due and payable. Events of Default include but are not limited to: i) the Company's failure to make payments when due, ii) breaches by the Company of its representations and/or warranties iii) delisting of the Company's common stock from the OTC Bulletin Board. Pursuant to the terms of the Notes, the Subscribers have the right, so long as the Notes are not fully repaid, to convert the Notes into shares of the Company's common stock at a conversion price per share that is equal to the lesser of $.02, or $70% of the average of the five lowest closing bid prices for the Company's Common Stock as reported by Bloomberg L.P. for the Principal Market for the ten trading days preceding the date the Subscriber gives the Company notice of conversion, as may be adjusted. The Notes contain anti-dilution provisions, including but not limited to if the Company issues shares of its common stock at less than the then existing conversion price, the conversion price of the Notes will automatically be reduced to such lower price. The Notes and Warrants contain limitations on conversion, including the limitation that the holder may not convert its Note to the extent that upon conversion the holder, together with its affiliates, would own in excess of 4.99% of the Company's outstanding shares of common stock. The Notes are secured by a security interest in certain assets of the Company. The Warrants issued to the Subscribers terminate five years from the Closing Date. A full-text copy of the Subscription Agreement is available for free at http://ResearchArchives.com/t/s?6d63 About Conspiracy Entertainment Conspiracy Entertainment Holdings, Inc. (OTC BB: CPYE) through its wholly owned subsidiary, Conspiracy Entertainment Corporation, is a developer, publisher and marketer of entertainment software in North America and Western Europe. Conspiracy Entertainment was founded in 1997 and is based in Santa Monica, California. The Company's balance sheet at June 30, 2010, showed $4.7 million in total assets, $9.4 million in total liabilities, and a stockholders' deficit of $4.7 million. COUNTRYWIDE FIN'L: Analyst Note Suggests Bankruptcy Filing ---------------------------------------------------------- Matt Phillips, writing for WSJ Blog's MarketBeat, reported that closely followed financial stock analysts Mike Mayo of CLSA issued a note on November 2 suggesting that Bank of America might be able to declare bankruptcy for its Countrywide Financial unit, where most of the mortgage putback losses would be likely to emanate from. According to MarketBeat, Mr. Mayo admitted this is a longshot outcome, but suggests that a Countrywide bankruptcy is possible because it "remains a separate legal entity" and the specter of bankruptcy could be an "ace card" as part of negotiations at some point: "While having a strong disincentive to pursue a bankruptcy of Countrywide because of politics, reputation, and other factors, there could be an economic incentive for doing so given that: a) most mortgage problems stem back to Bank of America's acquisition of Countrywide, which originated 86% of BAC's mortgage loans that are 60+ days behind on payments; and b) Bank of America's market cap decline of $20bn seems in excess of its investment in Countrywide, for which it paid $4bn (with an unclear amount of existing loan guarantees)." MarketBeat relates investors like the Federal Reserve Bank of New York, Neuberger Berman Group LLC, BlackRock Inc., Western Asset Management Co. and Allianz SE's Pacific Investment Management Co., or Pimco, have been making noises that they want to force Bank of America to buy back some batches of bad mortgages they bought from BofA. Mr. Mayo, according to MarketBeat, argues that BofA could use the potential bankruptcy option for Countrywide as a cudgel in negotiations. Based in Calabasas, California, Countrywide Financial Corporation (NYSE: CFC) -- http://www.countrywide.com/-- originated, purchased, securitized, sold, and serviced residential and commercial loans. In mid-2008, Bank of America completed its purchase of Countrywide for $2.5 billion. The mortgage lender was originally priced at $4 billion, but the purchase price eventually was whittled down to $2.5 billion based on BofA's stock prices that fell over 40% since the time it agreed to buy the ailing lender. CSG SYSTEMS: Moody's Assigns 'Ba3' Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service assigned to CSG Systems International, Inc., a first-time Corporate Family Rating and Probability of Default rating of Ba3. Concurrently, Moody's assigned a Ba1 rating to CSG's proposed $100 million senior secured revolving credit facility and $200 million senior secured first lien term loan. The new senior secured credit first lien facility is rated Ba1, two notches above the corporate family rating, benefiting from the cushion from the senior subordinated convertible notes within the capital structure. The rating outlook is stable. The ratings were assigned in connection with CSG's proposed debt issuance, which will be used to fund the acquisition of Intec Telecom Systems PLC, a United Kingdom-based global provider of billing and customer relationship management software and services primarily to the telecommunications industry, which was announced on September 24, 2010. The assigned ratings are subject to review of final documentation and no material change in the terms and conditions of the transaction as advised to Moody's. Ratings Rationale CSG's Ba3 CFR reflects the company's leading position in the cable and direct broadcast satellite customer management and billing market; resilient business model with a high recurring revenue base from long-term relationships with clients governed by multi- year contracts; and mission critical products and services. The rating also considers the company's relatively modest financial leverage for its rating category and solid cash flow generation and very good liquidity profile. Conversely, the Ba3 CFR is constrained by a business profile marked by high concentration in the cable and DBS sector and among clients (top 4 customers comprise more than 44% of pro forma revenues), as well as limited geographic diversity as over 80% of pro forma revenues are from the Americas even after the acquisition of Intec, whose revenues are largely overseas. While the Intec acquisition should provide diversification opportunities to the business, both geographical and industry- wise, there are integration risks with any sizeable acquisition and CSG will be moving away from its core cable and DBS industries and into the heavily competitive telecom industry. The company will also be expanding internationally, which will also provide different challenges compared to its historically domestic centric business model. The stable outlook is based on Moody's expectation that CSG will maintain its strong market position and high profitability through low single digit revenue growth and steady cash flow as it integrates the Intec acquisition and expands its geographic reach. Pro forma for this transaction, CSG's leverage as measured by its adjusted debt to EBITDA will be about 3x based on financial results for the last twelve months ended June 30, 2010 pro forma for the Intec acquisition. Upwards rating pressure could arise if the company were to, among other things, successfully integrate Intec and continue to diversify the vertical markets its serves and reduce its high customer concentration. Downwards rating pressure might occur as a result of a deterioration in the company's leverage and adjusted debt to EBITDA were to exceed 4.5x for an extended period of time. These ratings/assessments were assigned: * Corporate Family Rating -- Ba3 * Probability of Default Rating -- Ba3 * $100 million Senior Secured Revolving Credit Facility -- Ba1 (LGD-2, 26%) * $200 million Senior Secured First Lien Term Loan -- Ba1 (LGD-2, 26%) * Speculative Grade Liquidity Rating of SGL-1 Based in Englewood, Colorado, CSG Systems International, with over $750 million of net revenue for the twelve months ended September 30, 2010 (pro forma for the acquisition of Intec), is a leader in billing and customer management solutions for the cable television, satellite and Internet service providers. CSG SYSTEMS: S&P Assigns 'BB' Corporate Credit Rating ----------------------------------------------------- Standard & Poor's Ratings Service said it assigned its preliminary 'BB' corporate credit rating to Englewood, Colo.-based CSG Systems International Inc. In addition, S&P assigned a preliminary 'BBB-' issue-level rating and a preliminary '1' recovery rating to CSG's proposed $300 million senior secured credit facilities. The '1' recovery indicates S&P's expectation for very high (90%-100%) recovery in the event of a payment default. The outlook is positive. The secured credit facilities consist of a $200 million first-lien term loan due 2015 and a $100 million revolving credit facility due 2015 that S&P expects to be partially drawn at close. The company intends to use the proceeds from the new debt, along with at least $130 million in available cash, to finance its acquisition of Intec Telecom Systems PLC. S&P expects the transaction to close before the end of 2010. "The ratings on CSG reflect the company's concentrated customer base, significant exposure to contract renewals over the intermediate term, and uncertain growth prospects and execution risk associated with its acquisition of Intec," said Standard & Poor's credit analyst Naveen Sarma. The highly visible and recurring revenue base, the long-term nature of its relationships with key cable clients, and mission critical nature of its products and services all partly balance those risks. CSG provides billing solutions for the telecommunications industry -- mostly cable TV system operators and direct broadcast satellite providers -- through a combination of both outsourced and licensed formats. S&P expects 2010 estimated annual revenues, pro forma for the Intec acquisition, to be about $760 million. The company will have total outstanding debt of approximately $430 million to $435 million, pro forma for the proposed bank facility and revolver draw-down. DMA 2920: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: DMA 2920 Investments, LC 500 Spring Hill Drive, Suite 240 Spring, TX 77286 Bankruptcy Case No.: 10-39928 Chapter 11 Petition Date: November 1, 2010 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Karen K. Brown Debtor's Counsel: Margaret Maxwell McClure, Esq. ATTORNEY AT LAW 909 Fannin, Suite 3810 Houston, TX 77010 Tel: (713) 659-1333 Fax: (713) 658-0334 E-mail: margaret@mmmcclurelaw.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 David Antoniono, managing member. DMA SPRING: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: DMA Spring Hill Executive, L.P. 500 Spring Hill Drive, Suite 240 Spring, TX 77286 Bankruptcy Case No.: 10-39933 Chapter 11 Petition Date: November 1, 2010 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Letitia Z. Paul Debtor's Counsel: Margaret Maxwell McClure, Esq. ATTORNEY AT LAW 909 Fannin, Suite 3810 Houston, TX 77010 Tel: (713) 659-1333 Fax: (713) 658-0334 E-mail: margaret@mmmcclurelaw.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 David Antoniono, president of DMA Spring Hill Management, LC, general partner. EAGLE INDUSTRIES: Section 341(a) Meeting Scheduled for Dec. 3 ------------------------------------------------------------- The U.S. Trustee for Region 8 will convene a meeting of Eagle Industries LLC's creditors on December 3, 2010, at 12:00 p.m. The meeting will be held at William Natcher Federal Courthouse, 241 East Main Street, Third Floor, Bowling Green, KY 42101. 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. Bowling Green, Kentucky-based Eagle Industries LLC filed for Chapter 11 bankruptcy protection on October 27, 2010 (Bankr. W.D. Ky. Case No. 10-11636). David M. Cantor, Esq., at Seiller Waterman LLC, assists the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million. EAGLE INDUSTRIES: Taps Seiller Waterman as Bankruptcy Counsel ------------------------------------------------------------- Eagle Industries, LLC, asks for authorization from the U.S. Bankruptcy Court for the Western District of Kentucky to employ the law firm of Seiller Waterman, LLC, as bankruptcy counsel, nunc pro tunc, to the Petition Date. Seiller Waterman will: a. give legal advice with respect to the Debtor's powers and duties as debtor-in-possession in the continued operations of its business and management of its properties; b. take necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on behalf of the Debtor, the defense of any actions commenced against the Debtor, negotiations concerning all litigation in which the Debtor is involved, if any, and objecting to claims filed against Debtor's estate; c. prepare motions, answers, orders, reports and other legal papers in connection with the administration of the Debtor's estate; and d. perform any and all other legal services for the Debtor, in connection with the Chapter 11 case and the formulation and implementation of Debtor's chapter 11 plan. Seiller Waterman will be paid based on the hourly rates of its personnel: David M. Cantor $325 Neil C. Bordy $300 Paul J. Krazeise $275 Charity B. Neukomm $245 Tyler R. Yeager $210 James E. McGhee, III $195 Paralegal $95 David M. Cantor, Esq., a member at Seiller Waterman, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Bowling Green, Kentucky-based Eagle Industries LLC filed for Chapter 11 bankruptcy protection on October 27, 2010 (Bankr. W.D. Ky. Case No. 10-11636). The Debtor estimated its assets and debts at $10 million to $50 million. EMPIRE HOLDINGS: Section 341(a) Meeting Scheduled for Dec. 1 ------------------------------------------------------------ The U.S. Trustee for Region 4 will convene a meeting of Empire Holdings Corporation's creditors on December 1, 2010, at 11:00 a.m. The meeting will be held at 101 W. Lombard Street, Garmatz Courthouse, 2nd Floor, #2650, Baltimore, MD 21201. 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. Glen Burnie, Maryland-based Empire Holdings Corporation filed for Chapter 11 bankruptcy protection on October 27, 2010 (Bankr. D. Md. Case No. 10-34580). Aryeh E. Stein, Esq., at Meridian Law, LLC, assists Empire Holdings in its restructuring effort. Empire Holdings estimated its assets and debts at $10 million to $50 million. Affiliate Empire Towers Corporation filed for Chapter 11 bankruptcy protection on October 27, 2010 (Bankr. D. Md. Case No. 10-34611). Aryeh E. Stein, Esq., at Meridian Law, LLC, assists Empire Towers in its restructuring effort. Empire Towers estimated its assets and debts at $10 million to $50 million. EMPIRE HOLDINGS: Taps Meridian Law as Bankruptcy Counsel -------------------------------------------------------- Empire Holdings Corporation asks for authorization from the U.S. Bankruptcy Court for the District of Maryland to employ Meridian Law, LLC, as bankruptcy counsel. Meridian Law will perform all legal services required by the Debtor in its bankruptcy case. Meridian Law will be paid $300 per hour for its services. Aryeh E. Stein, Esq., a principal at Meridian Law, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Glen Burnie, Maryland-based Empire Holdings Corporation filed for Chapter 11 bankruptcy protection on October 27, 2010 (Bankr. D. Md. Case No. 10-34580). Empire Holdings estimated its assets and debts at $10 million to $50 million. Affiliate Empire Towers Corporation filed for Chapter 11 bankruptcy protection on October 27, 2010 (Bankr. D. Md. Case No. 10-34611). Empire Towers estimated its assets and debts at $10 million to $50 million. EMPIRE TOWERS: Section 341(a) Meeting Scheduled for Dec. 1 ---------------------------------------------------------- The U.S. Trustee for Region 4 will convene a meeting of Empire Towers Corporation's creditors on December 1, 2010, at 12:00 p.m. The meeting will be held at 101 W. Lombard Street, Garmatz Courthouse, 2nd Floor, #2650, Baltimore, MD 21201. 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. Glen Burnie, Maryland-based Empire Towers Corporation filed for Chapter 11 bankruptcy protection on October 27, 2010 (Bankr. D. Md. Case No. 10-34611). Aryeh E. Stein, Esq., at Meridian Law, LLC, assists Empire Towers in its restructuring effort. Empire Towers estimated its assets and debts at $10 million to $50 million. Affiliate Empire Holdings Corporation filed for Chapter 11 bankruptcy protection on October 27, 2010 (Bankr. D. Md. Case No. 10-34580). Aryeh E. Stein, Esq., at Meridian Law, LLC, assists Empire Holdings in its restructuring effort. Empire Holdings estimated its assets and debts at $10 million to $50 million. EMPIRE TOWERS: Taps Meridian Law as Bankruptcy Counsel ------------------------------------------------------ Empire Towers Corporation asks for authorization from the U.S. Bankruptcy Court for the District of Maryland to employ Meridian Law, LLC, as bankruptcy counsel. Meridian Law will perform all legal services required by the Debtor in its bankruptcy case. Meridian Law will be paid $300 per hour for its services. Aryeh E. Stein, Esq., a principal at Meridian Law, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Glen Burnie, Maryland-based Empire Towers Corporation filed for Chapter 11 bankruptcy protection on October 27, 2010 (Bankr. D. Md. Case No. 10-34611). Empire Towers estimated its assets and debts at $10 million to $50 million. Affiliate Empire Holdings Corporation filed for Chapter 11 bankruptcy protection on October 27, 2010 (Bankr. D. Md. Case No. 10-34580). Empire Holdings estimated its assets and debts at $10 million to $50 million. ENERGYCONNECT GROUP: Board Adopts Amendments to Bylaws ------------------------------------------------------- The Board of Directors of EnergyConnect Group Inc. adopted on October 25, 2010, certain amendments to its Bylaws. The Board adopted a further amendment on October 28, 2010. A full-text copy of the Third Amended and Restated Bylaws is available for free at http://ResearchArchives.com/t/s?6d64 About EnergyConnect Group Campbell, Calif.-based EnergyConnect (OTC BB: ECNG) -- http://www.energyconnectinc.com/-- is a provider of demand response services to the electricity grid. Demand response programs provide grid operators with additional electricity generation capacity by encouraging consumers to curtail their electricity usage. The Company's balance sheet at July 3, 2010, showed $13.95 million in total assets, $8.40 million in total current liabilities, $3.64 million in long-term liabilities, and a $1.91 million stockholders' equity. RBSM LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for the year ended Jan. 2, 2010. The independent auditors noted that the Company is experiencing difficulty in generating sufficient cash flow to meet its obligations and sustain its operations. ENERGY FUTURE: Posts $2.9 Billion Net Loss in 3rd Quarter 2010 -------------------------------------------------------------- Energy Future Holdings Corp. reported consolidated financial results for the third quarter and year-to-date periods ended September 30, 2010 in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission. "The third quarter was a solid operational quarter for EFH. The reliability of our generation and transmission assets was key to serving Texans during the hot summer," said John F. Young, CEO, Energy Future Holdings Corp. The Company's balance sheet at Sept. 30, 2010, showed $47.11 billion in total assets, $53.18 billion in total liabilities, and a stockholder's deficit of $6.07 billion. For the third quarter 2010, EFH reported a net loss of $2.9 billion compared to a reported net loss attributable to EFH of $80 million for the third quarter 2009. The third quarter 2010 reported net loss included a noncash goodwill impairment charge of $4.1 billion and $118 million in unrealized mark-to-market net losses on interest rate swaps, partially offset by $659 million in debt extinguishment gains resulting from debt exchanges and repurchases, $494 million in unrealized commodity-related mark-to- market net gains largely related to positions in EFH's long-term hedging program, and a $146 million reduction of income tax expense due to the expected resolution of an Internal Revenue Service tax audit for the period of 1997 through 2002. Amounts are after tax except for the goodwill impairment, which has no tax benefit. The goodwill impairment charge reflects the estimated effect of lower wholesale power prices on the enterprise value of Texas Competitive Electric Holdings, driven by the sustained decline in forward natural gas prices, and declines in market values of comparable companies. The impairment charge has no impact on liquidity and will not cause EFH or its subsidiaries to be in default under any of their respective debt agreements. The third quarter 2009 reported consolidated net loss included $90 million in unrealized mark-to-market net losses on interest rate swaps and $2 million in unrealized commodity-related mark-to- market net gains related to commodity positions. As previously announced, effective with reporting of first quarter 2010 results, EFH adopted an accounting standard that amends prior accounting with respect to consolidation of equity investees. As a result, in consideration of the Oncor Electric Delivery Company, LLC ring-fencing measures that restrict the operating control that can be exercised by EFH and after consultation with the SEC, Oncor has been deconsolidated from EFH's consolidated financial statements. The results of Oncor and the Oncor ring-fenced entities are now presented in EFH's income statement in a single line item. A full-text copy of the earnings release is available for free at http://ResearchArchives.com/t/s?6d70 A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?6d71 About Energy Future Energy Future Holdings Corp. is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leveraged buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. * * * As reported by the Troubled Company Reporter on August 19, 2010, Fitch Ratings downgraded the Issuer Default Ratings of Energy Future Holdings Corp. and its subsidiaries Energy Future Intermediate Holding Company LLC, Texas Competitive Electric Holdings Company LLC, and Energy Future Competitive Holdings Company by one notch to 'CCC' from 'B-'. The downgrades of the IDRs of EFH and its non-ring-fenced subsidiaries reflect large debt maturities occurring in 2014, over-leveraged capital structure, cash flow dependence on the forward natural gas NYMEX curve, which has been consistently moving down since mid-2008, and the likely outcome of future debt exchanges and amend-and-extend bank facility negotiations. In Fitch's view, potential defaults in 2011-2012 are considered more likely to result from coercive debt exchanges and unlikely to result from payment defaults. The TCR on August 19 also reported that Moody's Investors Service changed the probability of default rating for Energy Future Holdings to Caa2/LD from Ca following the completion of a debt restructuring which Moody's views as a distressed exchange. EFH's Caa1 CFR and SGL-4 liquidity rating are affirmed. The rating outlook remains negative. EFH recently executed a debt restructuring which involved an exchange of its 10.875% senior unsecured (guaranteed) notes due 2017 and its 11.25% / 12.00% senior unsecured PIK Toggle (guaranteed) notes due 2017 for new 10.00% senior secured notes due 2020 issued at EFIH, plus approximately $500 million in cash, plus accrued interest. These events had the effect of allowing EFH to reduce its overall net debt by approximately $1.0 billion and extend a portion of its maturities. The transaction crystallized losses for investors of approximately 30%. Taken as a whole, Moody's views the transaction as a distressed exchange and has classified this transaction as a limited default by appending an LD designation to the PDR. In approximately three business days, Moody's will remove the LD designation and reposition the PDR to Caa2. The affirmation of EFH's Caa1 CFR considers the very weak financial profile, untenable capital structure, questionable long- term business plan and material operating headwinds for the company. Moody's believes EFH has very little financial flexibility. ENRON CORP: Investors Say Securities Markets at Stake ----------------------------------------------------- Bankruptcy Law360 reports that funds that invested in commercial paper redeemed by Enron Corp. warned a federal appeals court Wednesday that a ruling forcing them to return the payments to a creditors recovery body for the Company could throw a wrench into securities markets. Sabin Willett of Bingham McCutchen LLP argued to judges in the U.S. Court of Appeals for the Second Circuit on behalf of certain investors in the short-term debt instruments, Law360 says. About Enron Corp. Based in Houston, Texas, Enron Corporation filed for Chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033) following controversy over accounting procedures that caused Enron's stock price and credit rating to drop sharply. Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal & Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its bankruptcy case. The Official Committee of Unsecured Creditors in the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP. The Debtors won confirmation of their Plan in July 2004, and the Plan was declared effective on November 17, 2004. After approval of the Plan, the new board of directors decided to change the name of Enron Corp. to Enron Creditors Recovery Corp. to reflect the current corporate purpose. ECRC's sole mission is to reorganize and liquidate certain of the operations and assets of the "pre- bankruptcy" Enron for the benefit of creditors. ECRC has been involved in the MegaClaims Litigation, an action against 11 major banks and financial institutions that ECRC believes contributed to Enron's collapse; the Commercial Paper Litigation, an action involving the recovery of payments made to commercial paper dealers; and the Equity Transactions Litigation, which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG, Credit Suisse and Bear Stearns to recover payments made to the four banks on transactions involving Enron's stock while the company was insolvent. ESA ENVIRONMENTAL: Chapter 7 Trustee Can't Recoup Hanover Funds --------------------------------------------------------------- The Hon. George R. Hodges denies the request of Stanley M. Campbell, Chapter 7 Trustee for ESA Environmental Specialists, Inc., to avoid and recover funds from The Hanover Insurance Company. The Chapter 7 Trustee sued Hanover in July 2009, claiming it was an indirect beneficiary of the transfer of funds from Prospect Capital into a certificate of deposit and the transfer of the Prospect Funds was avoidable as a preferential transfer under 11 U.S.C. Sec. 547. The Chapter 7 Trustee also alleged that Hanover was the recipient of a check for $21,319.42, which was also avoidable as a preference. ESA obtained payment and performance bonds from Hanover in connection with certain government contracts. In the spring of 2007, Hanover refused to issue new bonds for additional government projects, citing concern over ESA's financial ability. ESA could not commence work on the government projects until the New Bonds had been presented to the relevant government agencies. ESA obtained $1,600,000 in additional loans from Prospect Capital and transferred $1,375,00 of the Prospect Funds into a certificate of deposit with SunTrust Bank to collateralize SunTrust's letter of credit, one of Hanover's requirements to issue new bonds. In May 2007, SunTrust issued the letter of credit to Hanover, and ESA delivered the bond premiums and the Letter of Credit Collateral Agreement -- Hanover's other requirements -- to Hanover's agent, Knauff Insurance. In exchange, Knauff delivered the New Bonds to ESA on May 18, 2007. ESA then delivered the New Bonds to the governmental agencies. After ESA filed for Chapter 11 bankruptcy (Bankr. W.D. N.C. Case No. 07-31532) on August 1, 2007, Hanover drew on the Letter of Credit and received the $1,375,000 payment from SunTrust. ESA's case was later converted to Chapter 7 liquidation. Judge Hodges rules that there are no genuine issues of material fact which would preclude summary judgment under Rule 56 of the Federal Rules of Civil Procedure and Rule 7056 of the Federal Rules of Bankruptcy Procedure. He says ESA's transfer of the Prospect Funds into the SunTrust certificate of deposit was not an avoidable transfer under Section 547(b). He says the Prospect Funds were not really property of ESA or the bankruptcy estate as a practical matter. The Prospect Funds which were placed into the SunTrust certificate of deposit were specifically provided by Prospect Capital for ESA to collateralize the Letter of Credit to obtain the New Bonds. A copy of the Court's order, dated November 3, 2010, is available at http://is.gd/gIaSYfrom Leagle.com. FANNIE MAE: Terminate Ties With Florida Law Firm ------------------------------------------------ American Bankruptcy Institute reports that Fannie Mae and Freddie Mac terminated their relationships with a top Florida foreclosure attorney on Tuesday, one day after the companies began taking back loan files from the firm that has processed thousands of evictions on behalf of the mortgage-finance company. About Freddie Mac Based in McLean, Virginia, Freddie Mac (NYSE: FRE) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. Over the years, Freddie Mac has made home possible for one in six homebuyers and more than five million renters. Freddie Mac is under conservatorship and is dependent upon the continued support of Treasury and FHFA to continue operating its business. The Company received $6.1 billion and $30.8 billion in June 2009 and March 2009, respectively, pursuant to draw requests that FHFA submitted to Treasury on the Company's behalf to address the deficits in the Company's net worth as of March 31, 2009, and December 31, 2008, respectively. As a result of funding of the draw requests, the aggregate liquidation preference on the senior preferred stock owned by Treasury increased from $14.8 billion as of December 31, 2008, to $51.7 billion on December 31, 2009. 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. FANNIE MAE: S&P Says Fixing Fannie, Freddie Could Cost $700-Bil. ---------------------------------------------------------------- With a growing portfolio of unsold homes, a sluggish economy, stubbornly high unemployment, the prospect of rising foreclosures, and billions in legacy losses, it appears unlikely in its view that housing and mortgage markets will be able to operate normally without continuing and substantial government involvement, according to a report published by Standard & Poor's Ratings Services titled "U.S. Government Cost To Resolve And Relaunch Fannie Mae And Freddie Mac Could Approach $700 Billion." That will likely mean further taxpayer support for Freddie Mac and Fannie Mae, the government-sponsored enterprises that, along with the Federal Housing Administration, now buy more than 90% of all home loans compared to less than half before the crisis. That support has so far come at a price, which S&P believes is likely to rise substantially. Standard & Poor's estimates that the ultimate taxpayer cost to resolve Fannie Mae and Freddie Mac could reach $280 billion, including the $148 billion already invested -- money largely spent to make good on loans gone bad. (Both GSEs are already in receivership.) That $280 billion, however, could swell to $685 billion, by S&P's estimate, with the establishment of a new entity to replace Fannie and Freddie that the government would initially capitalize. FATHER & SONS: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Father & Sons, Inc. 3427 West 12 Mile Road Berkley, MI 48072 Bankruptcy Case No.: 10-73608 Chapter 11 Petition Date: November 2, 2010 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Marci B. McIvor Debtor's Counsel: Robert N. Bassel, Esq. P.O. Box T Clinton, MI 49236 Tel: (248) 677-1234 Fax: (248) 369-4749 E-mail: bbassel@gmail.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Kamal Sharrak, president. FOUNTAIN VILLAGE: Plan Confirmation Hearing Set for November 29 --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Oregon will convene a hearing on November 29 at 9:30 a.m., to consider confirmation of Fountain Village Development's Plan of Reorganization, amended as of September 17, 2010. Any objections to the Plan and written ballots accepting or rejecting the plan are due November 19. Ballots must be delivered to: Tonkon Torp LLP Attn: Ava L. Schoen 1600 Pioneer Tower 888 S.W. Fifth Avenue Portland, OR 97204-2099 As reported in the Troubled Company Reporter on July 12, according to the Disclosure Statement, each secured creditor will retain its security interest in and liens on its collateral with the same priority the security interest and liens had on the petition date. Each claim will be a secured claim up to the value of the property securing the claim unless the claimant elects treatment, or the Debtor and claimant have agreed upon the secured claim amount. The Debtor will either (a) deed certain of the properties securing a creditor's claim to that creditor in full satisfaction of the secured claim or (b) keep the property as a retained property. Creditors holding general unsecured claims will receive pro rata distributions of 50% of excess cash flow generated by the Reorganized Company on an annual basis until unsecured claims are paid in full or otherwise satisfied pursuant to the Plan. A full-text copy of the Second Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/FountainVillageDS917.pdf About Fountain Village Development Portland, Oregon-based Fountain Village Development, a general partnership, aka Fountain Village Development Co, owns, develops, operates, manages, and/or leases 20 buildings in Portland, Hillsboro, and Gearhart, Oregon. The Company has filed for Chapter 11 bankruptcy protection on November 20, 2009 (Bankr. D. Ore. Case No. 09-39718). Albert N. Kennedy, Esq., and Ava L. Schoen, Esq., who have offices in Portland, Oregon, assist the Company in its restructuring effort. The Company estimated its assets and debts at $50 million to $100 million. FRASER PAPERS: Signs Agreement to Sell New Hampshire Paper Mill --------------------------------------------------------------- Fraser Papers Inc.'s subsidiary Fraser N.H. LLC, has reached an agreement to sell substantially all of its assets to MM Consulting and Contracting Company LLC. Financial terms of the transaction were not disclosed. Until it closed indefinitely on October 13, 2010, the paper mill in Gorham, New Hampshire operated three paper machines and employed approximately 240 people. During 2009, the Gorham mill produced 80,000 tons of uncoated freesheet papers and 37,000 tons of towel products. The transaction is expected to close in early December and is subject to approval of the Ontario Superior Court of Justice (Commercial List) and the United States Bankruptcy Court for the District of Delaware. Fraser Papers remains under creditor protection pursuant to the provisions of the Companies' Creditors Arrangement Act, with its stay of proceedings having been extended by the court to February 28, 2011. About Fraser Papers Fraser Papers -- http://www.fraserpapers.com/-- is an integrated specialty paper company that produces a broad range of specialty packaging and printing papers. The Company has operations in New Brunswick, Maine, New Hampshire and Quebec. On June 18, 2009, citing continued operating losses, weak markets for pulp and lumber, impending debt repayments and significant pension funding obligations, the Company and its subsidiaries filed for protection under the Companies Creditors Arrangement Act (Ont. Super. Ct. J. Ct. File No. CV-09-8241-00CL) in Toronto and Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-12123). Fraser is represented by Michael Barrack, Esq., Robert I. Thornton, Esq., and D.J. Miller, Esq., at ThorntonGroutFinnigan LLP, in Toronto, and Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Del. Fraser has said it is developing a restructuring plan to present to its creditors by Oct. 16, 2009, with the objective of emerging with a sustainable and profitable specialty papers business. In July 2010, Fraser Papers disclosed that the Ontario Superior Court of Justice has granted a further extension of the initial Order under which Fraser Papers, together with its subsidiaries, was granted creditor protection under the Companies' Creditors Arrangement Act. This extension is through October 29, 2010 and was supported by PricewaterhouseCoopers Inc., the Court appointed Monitor of the Company's CCAA process. FREDDIE MAC: Terminate Ties With Florida Law Firm ------------------------------------------------- American Bankruptcy Institute reports that Fannie Mae and Freddie Mac terminated their relationships with a top Florida foreclosure attorney on Tuesday, one day after the companies began taking back loan files from the firm that has processed thousands of evictions on behalf of the mortgage-finance company. About Freddie Mac Based in McLean, Virginia, Freddie Mac (NYSE: FRE) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. Over the years, Freddie Mac has made home possible for one in six homebuyers and more than five million renters. Freddie Mac is under conservatorship and is dependent upon the continued support of Treasury and FHFA to continue operating its business. The Company received $6.1 billion and $30.8 billion in June 2009 and March 2009, respectively, pursuant to draw requests that FHFA submitted to Treasury on the Company's behalf to address the deficits in the Company's net worth as of March 31, 2009, and December 31, 2008, respectively. As a result of funding of the draw requests, the aggregate liquidation preference on the senior preferred stock owned by Treasury increased from $14.8 billion as of December 31, 2008, to $51.7 billion on December 31, 2009. 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. FREDDIE MAC: S&P Says Fixing Fannie, Freddie Could Cost $700-Bil. ----------------------------------------------------------------- With a growing portfolio of unsold homes, a sluggish economy, stubbornly high unemployment, the prospect of rising foreclosures, and billions in legacy losses, it appears unlikely in its view that housing and mortgage markets will be able to operate normally without continuing and substantial government involvement, according to a report published by Standard & Poor's Ratings Services titled "U.S. Government Cost To Resolve And Relaunch Fannie Mae And Freddie Mac Could Approach $700 Billion." That will likely mean further taxpayer support for Freddie Mac and Fannie Mae, the government-sponsored enterprises that, along with the Federal Housing Administration, now buy more than 90% of all home loans compared to less than half before the crisis. That support has so far come at a price, which S&P believes is likely to rise substantially. Standard & Poor's estimates that the ultimate taxpayer cost to resolve Fannie Mae and Freddie Mac could reach $280 billion, including the $148 billion already invested -- money largely spent to make good on loans gone bad. (Both GSEs are already in receivership.) That $280 billion, however, could swell to $685 billion, by S&P's estimate, with the establishment of a new entity to replace Fannie and Freddie that the government would initially capitalize. FX LUXURY: Slated for Nov. 8 Plan Confirmation ---------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that FX Luxury Las Vegas I LLC is scheduled to confirm a Chapter 11 plan on Nov. 8 where junior lenders will take ownership. The plan is a "compromise" between first- and second- lien lenders, Lenard M. Parkins, Esq., at Haynes & Boone LLP, in New York, counsel for the junior lenders, said in an interview. Mr. Rochelle recounts that the case started on the settlement path when U.S. Bankruptcy Judge Bruce A. Markell in Las Vegas took away in June the current owners' exclusive right to propose a plan. Exclusivity was ended at the request of the second-lien lenders, represented by Mr. Parkins. Mr. Rochelle relates that the Plan provides for these terms: -- In return for their $271 million in claims, the first-lien lenders will receive a new first-lien note for $188 million, representing the agreed value of the property, and a junior note for $71 million plus $7.5 million in accrued interest. Both notes will mature in six years with options for three one-year extensions. -- The second-lien lenders, owed $233 million, will take the new equity interest along with junior lenders who are providing $7.5 million in equity. FX filed a prepackaged reorganization plan along with a Chapter 11 petition in April. FX withdrew the plan after losing exclusivity. The withdrawn plan would have given ownership to the first-lien lenders if there wasn't a cash bid of at least $256 million. About FX Luxury New York-based FX Luxury Las Vegas I, LLC, fka Metroflag BP, LLC, owns approximately 17.72 contiguous acres of real property located at the southeast corner of Las Vegas Boulevard and Harmon Avenue in Las Vegas, Nevada, which secures mortgage loans in the aggregate principal amount of $454 million as of April 21, 2010. FX Luxury is the remaining Las Vegas subsidiary of FX Real Estate and Entertainment Inc. The Company filed for Chapter 11 bankruptcy protection on April 21, 2010 (Bankr. D. Nev. Case No. 10-17015). Deanna L. Forbush, Esq., at Fox Rothschild, LLP, assists the Company in its restructuring effort as the Company's bankruptcy counsel. Greenberg Traurig, LLP, is the Company's special counsel. Sierra Consulting Group, LLC, is the Company's financial advisor. The Company disclosed $139,636,791 in assets and $492,568,036 in debts at the time of the filing. FX REAL ESTATE: Posts $11.4 Million Net Loss in Q3 2010 ------------------------------------------------------- FX Real Estate and Entertainment Inc. filed its quarterly report on Form 10-Q, reporting a net loss of $11.4 million on $4.4 million of revenue for the three months ended September 30, 2010, compared to a net loss of $10.4 million on $4.6 million of revenue for the same period last year. The Company said it is in severe financial distress and may not be able to continue as a going concern. The Company has no current cash flow and cash on hand as of November 1, 2010, is not sufficient to fund its short-term liquidity requirements, including its ordinary course obligations as they come due. The Company's ability to continue as a going concern will depend on whether or not the Company can successfully capitalize and finance, implement and operate its new line of business based upon the SkyView Technology. The Company's Las Vegas subsidiary filed for Chapter 11 bankruptcy on April 21, 2010, and a plan of liquidation or reorganization will eventually be implemented under which the Company will surrender ownership of the Las Vegas Property. Under such a plan, it is extremely unlikely the Company will receive any material interest or benefit. The Company's balance sheet at September 30, 2010, showed $142.3 million in total assets, $525.3 million in total liabilities, and a stockholders' deficit of $383.0 million. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?6d57 As reported in the Troubled Company Reporter on April 15, 2010, LL Bradford, in Las Vegas, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for 2009. The independent auditors noted that the Company is in default under the mortgage loan, has limited available cash, has a working capital deficiency and will need to secure new financing or additional capital in order to pay its obligations. About FX Real Estate FX Real Estate and Entertainment Inc.'s original business consisted of owning and operating the Las Vegas Property (17.72 contiguous acres of land located at the southeast corner of Las Vegas Boulevard and Harmon Avenue in Las Vegas, Nevada). The Las Vegas Property is currently occupied by a motel and several commercial and retail tenants with a mix of short and long-term leases. The Company continued commercial leasing activities until June 23, 2009, when as a result of the default under the first mortgage loan, the first lien lenders had a receiver appointed to take control of the property and, as a consequence, the Las Vegas subsidiary no longer manages or operates the Las Vegas property. On April 21, 2010, FX Luxury Las Vegas I, LLC, the Company's Las Vegas subsidiary, filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the District of Nevada (Case No. 10-17015). The Bankruptcy Court terminated the Las Vegas subsidiary's exclusivity to present a plan of organization or liquidation in its Chapter 11 bankruptcy proceeding and is allowing interested parties to present competing plans to the Bankruptcy Court. The first lien lenders and the second lien lenders had filed competing plans of reorganization with the Bankruptcy Court prior to October 12, 2010. On September 10, 2010, the Company's wholly-owned subsidiary, Circle Entertainment SV-I, LLC, entered into an Exclusive License Agreement with William J. Kitchen and US ThrillRides, LLC, Kitchen's wholly-owned corporate affiliate ("ThrillRides" and together with Kitchen, the "ThrillRides Parties"), pursuant to which the ThrillRides Parties have granted a worldwide exclusive license to Circle Entertainment to use and commercially exploit all of Kitchen's patents, ThrillRides' trademark and Kitchen's other intellectual property, trade secrets and know-how pertaining to all aspects of the adaptation of an observation wheel legally known as a SkyView(TM) including, without limitation, its engineering, design, development, construction, operation and maintenance (collectively, the "SkyView Technology"). The SkyView Technology is expected to be the foundation of the Company's new location-based entertainment line of business. The Company intends to commercially exploit the SkyView Technology by owning and operating SkyViews through direct and indirect subsidiaries for its own account and selling, licensing, operating and maintaining SkyViews through direct and indirect subsidiaries for the account of third parties. The SkyView Technology and the SkyViews remains under development. No prototype has been built, nor have any SkyViews been sold or sublicensed. GAMETECH INT'L: Timoth Minard Resigns as President of Sales ----------------------------------------------------------- Timothy J. Minard notified on October 27, 2010, GameTech International Inc. of his resignation as the Company's President of Sales and Emerging Markets, effective as October 7, 2010. The Company intends to retain Mr. Minard as a consultant to assist with strategic initiatives, customer relationships, and other transitional matters relating to the Company's VLT business unit and is in active negotiations with Mr. Minard concerning the terms of the proposed consulting arrangement. The Company's Chief Executive Officer, William Fasig, will act as the Company's interim principal sales executive, while the Company conducts a search for a permanent replacement. About GameTech International Based in Reno, Nevada, GameTech develops and manufactures gaming entertainment products and systems. GameTech holds a significant position in the North American bingo market with its interactive electronic bingo systems, portable and fixed-based gaming units, and complete hall management modules. It also holds a significant position in select North American VLT markets, primarily Montana, Louisiana, and South Dakota, where it offers video lottery terminals and related gaming equipment and software. It also offers Class III slot machines and server-based gaming systems. GameTech International and Bank of the West and U.S. Bank National Association entered on September 15, 2010, into a Second Amendment to Forbearance Agreement and Fifth Loan Modification Agreement with the Lenders, pursuant to which the Lenders agreed to forbear from exercising certain rights available to them under the Company's senior secured credit facility until October 31, 2010 or earlier upon the occurrence of: i) the resignation or termination of the Chief Executive Officer of the Company or Morris-Anderson & Associates, Ltd., as consultant to the Company; or ii) a subsequent default or breach of the Fifth Amendment. The Fifth Amendment was entered into following the Company's failure to make the following required payments of principal and interest on August 31, 2010: i) a quarterly installment of principal under the term loan in the amount of $1,087,647; ii) a monthly installment of interest on the unpaid balance of the term loan in the amount of $68,230; and iii) payment of the unpaid principal balance of the revolver in the amount of $750,000. GALP GRAYRIDGE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: GALP Grayridge Limited Partnership c/o Law Offices of Matthew Hoffman, P.C. 2777 Allen Parkway, Suite 1000 Houston, TX 77019 Tel: (713) 654-9990 Bankruptcy Case No.: 10-40007 Chapter 11 Petition Date: November 1, 2010 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Jeff Bohm Debtor's Counsel: Matthew Hoffman, Esq. LAW OFFICES OF MATTHEW HOFFMAN, P.C. 2777 Allen Parkway, Suite 1000 Houston, TX 77019 Tel: (713) 654-9990 Fax: (713) 654-0038 E-mail: mhecf@aol.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Gary Gray, president of grayridge-1 GP, Inc., general partner of Grayridge GP, L.P., general partner of debtor. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ American Management Services LLC Trade Debt $86,493 2801 Alaskan Way, Suite 200 Seattle, WA 98121 O'Connor & Associates Trade Debt $78,813 2200 North Loop West, Suite 200 Houston, TX 77018 Harris County MUD #120 Trade Debt $56,378 P.O. Box 690928 Houston, TX 77269 State Comptroller Trade Debt $20,225 Find It Apartment Locators Trade Debt $19,616 LTD Landscaping & Supplies, Inc. Trade Debt $8,389 Centerpoint Energy Trade Debt $8,479 Hudson Energy Trade Debt $6,857 Steve Hamasaki Trade Debt $6,570 Sherwin-Williams Co. Trade Debt $4,392 Reliant Energy Trade Debt $4,364 Metro Houston Apartment Guide Trade Debt $3,398 C.K.I. Wholesale Lock Supply Inc. Trade Debt $3,291 WCA Waste Corporation Trade Debt $3,231 Terminix International Trade Debt $2,794 All Floors Carpet Cleaning Trade Debt $2,560 AAA Plumbers Trade Debt $2,214 Mueller Water Conditioning Trade Debt $2,200 Criterion Brock Trade Debt $2,186 Apartment Living Locators Trade Debt $2,002 GAS CITY: Can Use Bank of America's Cash Collateral Until Nov. 9 ---------------------------------------------------------------- Gas City, Ltd., et al., sought and obtained authorization from the U.S. Bankruptcy Court for the Northern District of Illinois to amend a bridge order authorizing the limited use of the cash collateral of Bank of America, N.A., until November 9, 2010. On October 26, 2010, the Debtors asked the Court to be allowed to use the cash collateral. Prior to the commencement of the Chapter 11 Case, the Prepetition Lender made certain loans and other financial accommodations to the Debtors pursuant to (i) the February 1, 2005 Loan Agreement, and (ii) the December 7, 2009 Loan Agreement. As of the Petition Date, the Debtors was indebted under the Prepetition Credit Agreements in the approximate principal amount of $29.6 million, plus interest accrued and accruing, costs, expenses, fees their charges and other obligations. Paul V. Possinger, Esq., at Proskauer Rose LLP, explained that the Debtors need the money to fund their Chapter 11 case, pay suppliers and other parties. Mr. Possinger said that the Debtors have obtained a DIP financing commitment and are seeking court approval of the DIP facility. However, he said, the Debtors will also use the Cash Collateral to provide additional liquidity. As adequate protection for any diminution in value, the Debtors will grant the Prepetition Lender additional and replacement security interests and liens in and upon all existing and after acquired assets of the Debtors. In addition to the Replacement Liens, the Debtors will grant the Prepetition Lender: a. an allowed superpriority administrative claim; b. payment of all fees and expenses of the Prepetition Lender and the DIP Issuer accrued from and after the Petition Date; c. payment to the Prepetition Lender of (i) prepetition accrued and unpaid professional fees of the Prepetition Lender, (ii) prepetition accrued and unpaid interest on the Prepetition Loan, and (iii) post-petition accrued interest on the Prepetition Loan, which will commence immediately, at a rate of approximately $30,000 per week; and d. payment to the Prepetition Lender of any earnout amounts actually received by the Debtors from its prepetition sale of the Tank Wagon division. The Debtors will use the collateral pursuant to a budget, a copy of which is available for free at: http://bankrupt.com/misc/GAS_CITY_cashcollateral_budget.pdf An interim hearing on the Debtors' request to use cash collateral will be held on November 9, 2010, at 8:00 a.m. About Gas City Frankfort, Illinois-based Gas City Ltd. -- http://www.gascity.net/ -- is an independent petroleum marketer with locations in Northeast Illinois, Northwest Indiana, Florida and Arizona. Gas City filed for Chapter 11 bankruptcy protection on October 26, 2010 (Bankr. N.D. Ill. Case No. 10-47879), estimating assets at $50 million to $100 million and debts at $100 million to $500 million. Gas City's parent, William J. McEnery Revocable Trust, filed a separate Chapter 11 petition. Paul V Possinger, Esq., at Proskauer Rose LLP, and Daniel A Zazove, Esq., at Perkins Coie LLP, assist the Debtors in their restructuring effort. A. Jeffrey Zappone at Conway Mackenzie is the Debtors' chief restructuring officer. Kurtzman Carson Consultants is the Debtors' claims agent. GAS CITY: Wants to Obtain DIP Financing From Bank of America ------------------------------------------------------------ Gas City, Ltd., et al., ask for authorization from the U.S. Bankruptcy Court for the Northern District of Illinois to obtain a post-petition letter of credit from Bank of America, N.A. The DIP lenders have committed to provide up to $2,228,100. A copy of the DIP financing agreement is available for free at: http://bankrupt.com/misc/GAS_CITY_postpetitonfinancingpact.pdf Paul V. Possinger, Esq., at Proskauer Rose LLP, explains that the Debtors need the money to fund their Chapter 11 case, pay suppliers and other parties. The DIP Letter of Credit in the amount of $2,228,100 will be issued to Hanover as collateral for surety bonds to be issued to appropriate licensing authorities in the states of Illinois and Indiana, and municipalities therein, to maintain motor fuel retail licenses and other licenses necessary for ordinary course operations. Prior to the Petition Date, the Debtors had obtained issuance of certain surety bonds from Liberty Mutual Insurance Company in the aggregate amount of approximately $2,970,800, to or for the benefit of certain licensing authorities in the states of Illinois and Indiana, and municipalities therein, statutorily required in order to maintain essential licenses for the operation of the Debtors' business. In August 2010, Liberty Mutual issued notices of termination of the bonds, effective as of October 2010. Upon the loss of the surety bonds, the Debtors face the loss of the critical licenses in short order. The Debtors require replacement surety bonds as soon as possible, and the best terms that the Debtors were able to locate for replacement bonds were from Hanover. To issue the bonds, Hanover requires partial collateralization of the bonds in the form of a standby letter of credit in the amount of $2,228,100 -- 75% of the face amount of the surety bonds. The Debtors recognized that the obligations owed to Bank of America are secured by virtually all of the Debtors' property. The only realistic alternative was the Prepetition Lender, who was unwilling to issue a new $2,228,100 letter of credit on a prepetition basis. The Debtors determined that either: (a) such alternative issuer either would need to agree to issue a postpetition letter of credit without security, or with security junior in priority to the liens of the Prepetition Lender; or (b) the liens of Bank of America would have to be primed in order to provide such security. Bank of America advised the Debtors' representatives that it wouldn't consent to be primed by another letter of credit issuer. The DIP facility will mature on November 26, 2010. Upon any draw of the DIP Letter of Credit, interest of the resulting reimbursement obligation will accrue at a fluctuating rate per annum equal to the DIP Issuer's publicly announced prime rate plus 8.00%. The DIP Credit Agreement and all other obligations under or in respect of the DIP Credit Agreement will be entitled to (a) superpriority claim status and (b) will be secured by a first priority perfected security interest in all of the existing and after acquired real and personal, tangible and intangible assets. The DIP lien is subject to a carve-out for U.S. Trustee and Clerk of Court fees; up to $100,000 in fees payable to professional employed in the Debtors' case; and fees of the committee in pursuing actions challenging the DIP Lenders' lien. The Debtors are required to pay these fees to Bank of America: (a) letter of credit fee in the amount of the greater of 5% of the DIP Letter of Credit Amount, or $50,000, plus (b) closing fee in the amount of $25,000, fully earned and payable to the DIP Issuer on the date of entry of the interim DIP court order. HomeStar Bank and Financial Services, Old Second Bancorp, Inc., Integra Bank, N.A., and Centier Bank objected to the Debtors' request. Centier is represented by Synde B. Keywell -- skeywell@keywell- law.com Integra is represented by Ben T. Caughey -- Ben.caughey@icemiller.com -- at Ice Miller. Old Second Bancorp is represented by Forrest B. Lammiman -- flammiman@mpslaw.com -- at Meltzer, Purtill & Stelle LLC. HomeStar is represented by Ryan T. Schultz -- rschultz@fhslc.com - - at Fox, Hefter, Swibel, Levin & Carroll, LLP. About Gas City Frankfort, Illinois-based Gas City Ltd. -- http://www.gascity.net/ -- is an independent petroleum marketer with locations in Northeast Illinois, Northwest Indiana, Florida and Arizona. Gas City filed for Chapter 11 bankruptcy protection on October 26, 2010 (Bankr. N.D. Ill. Case No. 10-47879), estimating assets at $50 million to $100 million and debts at $100 million to $500 million. Gas City's parent, William J. McEnery Revocable Trust, filed a separate Chapter 11 petition. Paul V Possinger, Esq., at Proskauer Rose LLP, and Daniel A Zazove, Esq., at Perkins Coie LLP, assist the Debtors in their restructuring effort. A. Jeffrey Zappone at Conway Mackenzie is the Debtors' chief restructuring officer. Kurtzman Carson Consultants is the Debtors' claims agent. GENERAL MOTORS: Execs Can Use Chartered Jets for IPO Sale --------------------------------------------------------- Bill Vlasic, writing for The New York Times, reports that General Motors Co. has met federal guidelines to use chartered aircraft as early as Thursday to ferry managers on a "road show" promoting GM's public stock offering, according to government and company officials who declined to be identified. The NY Times says it is believed to be the first time that GM will use private jets for business-related purposes since the government demanded that it sell its fleet of corporate aircraft in 2008. As a condition for accepting emergency federal assistance, GM has required its executives to travel on commercial airlines. 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) GLOBAL ENERGY: Plan of Reorganization Wins Court Approval --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware confirmed Global Energy Holdings Group, Inc., et al.'s Plan of Reorganization. As reported in the Troubled Company Reporter on July 13, 2010, the Plan contemplates the consolidation of the Debtors' estates for the purposes of all actions associated with confirmation and consummation of the Plan and Plan distributions. The Plan is also predicated upon the Debtors' sale of its property. The net cash proceeds of any of the sale transactions, after deduction of reasonable and customary closing costs, will be used to pay allowed claims of creditors. Holders of general unsecured claims aggregating $3.5 million to $4.0 million will be paid in cash from the liquidating trust. Equity Interests will be cancelled on the effective date. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/GlobalEnergy_AmendedDS.pdf About Global Energy Holdings Group, Inc. Atlanta, Georgia-based Global Energy Holdings Group, Inc. -- http://www.gnhgroup.com/-- is a diversified renewable energy company. Global develops renewable energy projects, including biomass gasification and landfill-gas-to-energy projects. The Company filed for Chapter 11 on November 25, 2009 (Bankr. D. Del. Case No. 09-14192). Charles J. Brown, Esq. at Archer & Greiner, P.C. represents the Debtor in its restructuring effort. As of Sept. 30, 2009, the Debtor disclosed total assets of $10.30 million and total debts of $5.27 million. GLOBAL TEL*LINK: Recapitalization Won't Affect Moody's Ratings -------------------------------------------------------------- Moody's Investors Service commented that the changes to Global Tel*Link Corporation's proposed dividend recapitalization transaction will not impact the B2 Corporate Family Rating, B1 rating on the proposed $455 million first lien credit facilities (increased from $435 million previously), or Caa1 rating on the proposed $105 million second lien term loan (decreased from $160 million previously). The revisions reduce total debt by $35 million and debt service obligations by about $6 million per year. The rating outlook remains negative and continues to reflect reduced flexibility pro forma for the transaction. Moody's most recent action on GTL occurred on October 13, 2010. At that time, Moody's affirmed the company's B2 Corporate Family Rating. Based in Mobile, Alabama, Global Tel*Link Corporation provides telecommunications services to correctional facilities. GTL acquired the former MCI corrections division from Verizon in July 2007; Digital Solutions, Inc., in June 2010; and announced plans to acquire Public Communications Services, Inc., in October 2010. Pro forma for these acquisitions, GTL will serve almost 2 thousand facilities and over 1 million inmates in 46 states, and have annual revenue of slightly over $500 million. GREEN ENDEAVORS: Posts $87,900 Net Loss in September 30 Quarter --------------------------------------------------------------- Green Endeavors, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $87,904 on $548,385 of revenue for the three months ended September 30, 2010, compared to a net loss of $199,815 on $524,797 of revenue for the same period last year. The Company's balance sheet at September 30, 2010, showed $1.2 million in total assets, $4.3 million in total liabilities, and a stockholders' deficit of $3.1 million. Green Endeavors says its net loss and negative working capital of $968,099 at September 30, 2010, raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?6d5b About Green Endeavors Salt Lake City, Utah-based Green Endeavors, Inc., runs two hair care salons that feature Aveda(TM) products for retail sale. GULFSTREAM INT'L: Files for Chapter 11 in Florida ------------------------------------------------- Gulfstream International Group, Inc., on November 4 filed for voluntary financial restructuring under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 10-44131) to restructure its debt and secure long-term financing. The Company said Gulfstream International Airlines flights and passengers are unaffected by the bankruptcy filing in Fort Lauderdale, Florida. "We are operating our full schedule of flights and honoring all tickets and reservations," said David Hackett, Gulfstream President and CEO. "Our passengers and employees are not impacted by this legal filing." Gulfstream said it had arranged up to $5.0 million in debtor-in- possession financing from Victory Park Capital Advisors, an alternative asset management firm with headquarters in Chicago, subject to court approval. "This represents the first step in securing the right long-term financing, which would allow us to acquire our fleet of aircraft, improve our cost structure and position us for future growth," Mr. Hackett said. "This restructuring with the new capital investment by Victory Park means that Gulfstream will be much stronger than today." Gulfstream asked the bankruptcy court to allow it to pay all of its approximately 600 employees any pre-petition wages and continue all wage and benefit programs. The company does not anticipate any layoffs directly related to the filing. Gulfstream operates 23 Beechcraft 1900D, 19-passenger aircraft with more than 150 daily flights to 18 destinations in Florida and the Bahamas and 6 destinations from Cleveland, Ohio, under the Department of Transportation's Essential Air Service Program. "While we have seen strong year-over-year improvements, the impact of our borrowing in the last several years to cope with consistently high fuel costs and the economic impact of declining traffic made it too difficult for the company to continue to meet its debt repayment needs," Mr. Hackett said. "Essentially, the company needed additional financing and investment in order to continue to meet debt requirements and fund current operations. Gulfstream received strong interest from a number of investment sources; however, all of them noted the need to restructure the balance sheet through Chapter 11 prior to making those investments. "We are committed to maintaining business as usual, including the highest standards of safety and operational reliability," Mr. Hackett said. "Gulfstream's employees are the best in the business and give their all every day. Our intent is to use the restructuring process to strengthen our company to ensure a great future for our employees." The Debtors have tapped the law firm of Berger Singerman P.A. as lead bankruptcy counsel. Jetstream Aviation Capital's Stuart A. Klaskin is the financial advisor. The Garden City Group Inc. is serving as claims and notice agent. Road to Bankruptcy Mr. Hackett said in an affidavit filed with the Bankruptcy Court that from 2003 until 2007, the airline experienced strong growth and consistent profitability. The Company completed an IPO in December 2007, raising $5.5 million to pay off debt and provide additional working capital. In late 2008 and the first half of 2009, the airline posted "excellent financial results." In the second half of 2009 and the first half of 2010, results form operations declined as fuel prices climbed, and more significantly, the Company experienced a decline in revenues due to weak passenger demand in light of the recession and new competition in several key markets. Early this year, the Company obtained a $1.5 million investment from a group of private investors known as SVSP. As part of the investment, SVSP was granted an option, exercisable during the 90-day period through December 8, 2010, to lend an additional $1 million to the Company in exchange for an additional $1 million secured convertible promissory note and an additional warrant for up to 500,000 shares of commons stock. The Company relied on representations by SVSP regarding the additional funding. "Unfortunately, SVSP failed to provide the remaining $1 million, leaving the Company in an extraordinary difficult cash flow position at the end of October." About Gulfstream International Gulfsteram International Airlines (NYSE Amex:GIA) serves the public as a regional air carrier based in Fort Lauderdale, Florida. GIA operates a fleet of turboprop Beechcraft 19000 aircraft, and specializes in providing travelers with access to niche locations not typically covered by major carriers. Specifically, GlA operates more than 150 scheduled flights per day, serving nine destinations in Florida, 10 destinations in the Bahamas, five destinations from Continental Airline's hub under the Department of Transportation's Essential Air Service Program and supports charter service to Cuba through a services agreement with Gulfstream Air Charter, Inc., an entity otherwise unrelated to the Debtors. GIA operates as a Continental Connection carrier, as well as for United Airlines, Northwest Airlines and Copa Airlines, through respective code share agreements. GIA has 620 employees, including 530 working full-time. HALCYON HOLDING: Judge Allows but Cuts Co-Executives' Pay --------------------------------------------------------- A federal judge has agreed to let each of the two men behind Halcyon Holding Group LLC receive compensation for the duration of the production company's bankruptcy case -- albeit, at a lower rate than originally requested, Dow Jones' DBR Small Cap reports. According to the report, Judge Ernest M. Robles of the U.S. Bankruptcy Court in Los Angeles recently signed an order authorizing Halcyon to pay Derek Anderson and Victor Kubicek $8,000 a month each for the remainder of the company's bankruptcy case. The report relates that Halcyon had originally requested that it be able to pay the two men $12,500 a month, explaining that Anderson and Kubicek had led the company as co-chief executives since 2006 and have continued their roles throughout Halcyon's bankruptcy case. According to Halcyon, the report notes, the two men deserved the proposed salary because they have assisted Halcyon's bankruptcy professionals with pending litigation involving the production company and are reviewing claims filed against the business. About Halcyon Holding Halcyon Holding acquired the Terminator franchise in 2007 for about $25 million. It had been working on the concept for a fifth Terminator film when it filed for bankruptcy. Halcyon Holding Group LLC and two affiliated companies filed Chapter 11 petitions on Aug. 17, 2009, in Los Angeles, California (Bankr. C.D. Calif. Case No. 09-31854). Halcyon said it has between $50 million and $100 million in both assets and debts. Halcyon filed for bankruptcy the same day it launched a court battle with Pacificor, which provided funding for its film. Halcyon sued Pacificor and one of its former employees. The suit was filed after Halcyon's owners failed to make a payment demanded by Pacificor. HARBINGER GROUP: Moody's Assigns 'B3' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service assigned a B3 corporate family rating and a B3 probability of default rating to Harbinger Group, Inc. Moody's also assigned a Caa1 rating to the $325 million senior secured notes issued by HRG and an SGL 3 speculative grade liquidity rating. Proceeds from the secured notes will be used for working capital and general corporate purposes, including the financing of acquisitions, and investments. The rating outlook is stable. The ratings and rating outlook are subject to the receipt of all final documentation and are subject to the completion of the proposed note offering. HRG is a holding company that is majority owned by Harbinger Capital and its related entities ("Harbinger Parties"). The company's principal focus is to identify and evaluate business combinations or acquisitions. On September 10, 2010, HRG entered into an exchange agreement with Harbinger Parties pursuant to which it will issue approximately 119.9 million shares of its common stock to Harbinger Parties in exchange for approximately 27.8 million shares of Spectrum Brands Holdings' common stock (the "Spectrum Brands Acquisition"). HRG expects the Spectrum Brands Acquisition to close by the first quarter of 2011, after which HRG will own over 54% of Spectrum's common stock. Ratings Rationale The B3 corporate family rating reflects the effective subordination of HRG to the direct claims on the assets and cash flows of Spectrum Brands, HRG's only current subsidiary, which is rated B2. HRG's nascent history and lack of any committed cash flows until at least 2012 is also factored into the rating. The likelihood of HRG making additional acquisitions is considered as is the potential diversification benefits of future acquisitions. Spectrum Brands' B2 corporate family rating reflects its size with revenue around $3 billion and good product diversification with products ranging from personal care items, to pet supplies and small appliances. Spectrum's rating also reflects the general stability in its operating performance during the recession and Moody's expectation that credit metrics will continue improving in the near to mid-term. Spectrum's good liquidity profile is also reflected in the rating as is its increasing international penetration and its decision to exit the highly weather dependent fertilizer and growing media business. The highly competitive battery industry with Spectrum competing against bigger and better capitalized competitors is a restraint to the rating. "Moody's expects HRG to use a combination of debt, cash and equity to fund future acquisitions across various industries," said Kevin Cassidy, Senior Credit Officer at Moody's Investors Service. "Unlike Spectrum Brands, which is not expected to have dividend capacity until 2012, future acquisitions would likely be able to pay dividends sooner or the rating may be pressured" Cassidy added. The SGL 3 liquidity rating reflects the sizeable cash balances of about $450 million proforma for the transaction and the cash collateralization of the first year interest expense (expected to be about $35 million). The major restraint to the SGL 3 speculative grade liquidity rating is the inability to service the debt out of operating cash flow for the next two years because Spectrum Brands, the only current subsidiary, is not expected to have dividend capacity until 2012. The lack of a committed revolving credit facility is also a significant constraint on liquidity, although not having any near term debt maturities help (notes mature in 5 years). The Caa1 rating on the senior secured notes reflects the structural subordination of the notes to the subordinated notes of Spectrum Brands, which are rated Caa1, while at the same time recognizing that the notes have a call on HRG's cash, which Spectrum's bond holders do not have. Only the obligations of HRG are included in Moody's loss given default notching template. A permanent one notch override was applied to the LGD notching template. The stable outlook reflects the stable credit profile of Spectrum Brands (its only current subsidiary) and Moody's view that HRG will likely invest in companies that also have viable credit profiles and are able to pay dividends to HRG. The stable outlook further reflects Moody's expectation that HRG will maintain an adequate liquidity profile even as it deploys the proceeds from the debt offering to fund future acquisitions. An upgrade in the company's ratings is unlikely in the near-term because of the company's limited history and because of the rating of its only subsidiary. However, an upgrade to Spectrum's rating and/or the acquisition of other businesses in different industries with strong credit profiles could warrant a change in the outlook to positive. Absent a downgrade to Spectrum's rating, which is unlikely in the near term given the positive outlook, a downgrade in the corporate family rating is not likely in the near to mid- term. The ratings outlook would be negatively impacted if HRG were to make additional acquisitions that were not able to pay dividends. If additional senior debt were added to the capital structure, a one notch down grade to the senior secured notes might occur. These ratings were assigned: -- Corporate Family Rating at B3; -- Probability of Default Rating at B3; -- $325 million senior secured notes rating at Caa1 (LGD3, 44%); -- Speculative grade liquidity rating at SGL 3 Located in New York City, HRG is a holding company that is majority owned by the Harbinger Group and its related entities. The company's principal focus is to identify and evaluate business combinations or acquisitions of businesses. The company has not generated any revenue year-to-date. However, proforma for the Spectrum Brands Acquisition, revenue for the year ended December 31, 2009, would have been roughly $3 billion. HAWKER BEECHRAFT: To Launch Cost Reduction Program -------------------------------------------------- Hawker Beechcraft Acquisition Company LLC announced on October 22, 2010, it would implement a cost reduction and productivity program. The first part of the program consists of the immediate termination of approximately 8% of its salaried employees. The Company expects the pre-tax severance and related costs associated with the termination of these salaried employees to be $3 million. The Company anticipates those costs to be incurred in the fourth quarter of 2010. The second part involves reducing the Company's factory and shop work forces by approximately 800 employees over a period of time. The second part of the program is expected to be completed by August 2011 and will result in the closure of several of the Company's facilities in Wichita, Kansas and the outsourcing of certain operations. The program is expected to result in the transfer of the work performed at the facilities being closed to third party suppliers or the Company's manufacturing operations in Mexico. The costs related to the reduction in the Company's factory and shop work force and other associated costs cannot yet be estimated. The decision to implement the program was based on continuing challenging economic conditions affecting the Business and General Aviation division of the Company and the desire to provide resources for long term investment for the Company's future. The Company will provide additional estimates, or ranges of estimates, concerning the costs and charges expected to be incurred in connection with the remainder of the program as additional information becomes available. About Hawker Beechcraft Hawker Beechcraft Acquisition Company, LLC, headquartered in Wichita, Kansas, is a leading manufacturer of business jets, turboprops and piston aircraft for corporations, governments and individuals worldwide. The Company's balance sheet at March 28, 2010, showed $3.41 billion in total assets, $3.36 billion in total liabilities, and stockholders' equity of $56.5 million. Hawker Beechcraft reported a net loss of $63.4 million on $568.2 million of total sales for the three months ended March 28, 2010, compared with net income of $53.1 million on $537.6 million of sales for the three months ended March 29, 2009. HELLER EHRMAN: Former Attorney's Claim Denied Priority Status ------------------------------------------------------------- Bankruptcy Law360 reports that a bankruptcy judge has denied priority status to the claim of ex-Heller Ehrman LLP chair Julian Stern, lumping the entirety of the attorney's $356,000 claim against the shuttered law firm into the general unsecured category. Law360 says Judge Dennis Montali of the U.S. Bankruptcy Court for the Northern District of California issued the order Monday, sustaining the debtor's objection relating to Stern's $11,000 priority claim. About Heller Ehrman, LLP Headquartered in San Francisco, California, Heller Ehrman, LLP -- http://www.hewm.com/-- was an international law firm of more than 730 attorneys in 15 offices in the United States, Europe, and Asia. Heller Ehrman filed a voluntary petition under Chapter 11 of the Bankruptcy Code on December 28, 2008 (Bankr. N.D. Calif., Case No. 08-32514). Members of the firm's dissolution committee led by Peter J. Benvenutti approved a plan dated September 26, 2008, to dissolve the firm. The Hon. Dennis Montali presides over the case. Pachulski Stang Ziehl & Jones LLP assists the Debtor in its restructuring effort. The Official Committee of Unsecured Creditors is represented Felderstein Fitzgerald Willoughby & Pascuzzi LLP. The firm estimated assets and debts at $50 million to $100 million. According to reports, the firm still had roughly $63 million in assets and 54 employees at the time of its filing. IAG LLC: Case Summary & Largest Unsecured Creditor -------------------------------------------------- Debtor: IAG, LLC 15 Shire Drive Norfolk, MA 02056 Bankruptcy Case No.: 10-22021 Chapter 11 Petition Date: November 2, 2010 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Joan N. Feeney Debtor's Counsel: Natalie B. Sawyer, Esq. HANIFY & KING, P.C. One Beacon Street, 21st Floor Boston, MA 02108 Tel: (617) 423-0400 E-mail: nbs@hanify.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Town of Norfolk Unknown 1 Liberty Lane Attn: Cheryl Kelley Norfolk, MA 02056 The petition was signed by Peter C. Banks, manager. Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Boston CEI, LLC 10-16502 06/15/10 Norfolk CEI, LLC 10-22025 11/02/10 INDIANAPOLIS DOWNS: Missed Payment Cues S&P's Rating Cut to 'D' --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Indianapolis, Ind.-based Indianapolis Downs LLC to 'D' from 'CCC', following the missed interest payment on the company's $375 million second-lien notes. S&P also lowered its issue-level rating on the second-lien notes to 'D' from 'CCC'. The recovery rating on the notes remains unchanged at '4'. S&P also lowered its issue-level rating on the company's secured first-lien credit facilities to 'CCC-' from 'B-' (the recovery rating remains at '1'). Lastly, the rating on the company's $50 million senior subordinated secured notes was lowered to 'C' from 'CC' (the recovery rating remains at '6'). The rating actions stem from Indianapolis Downs' confirmation that it did not make the interest payment on its senior secured second- lien notes, which was due on Nov. 1, 2010. A payment default has not occurred relative to the legal provisions of the notes since there is a 30-day grace period to make the payments. However, Standard & Poor's considers a default to have occurred when a payment related to an obligation is not made, even if a grace period exists, when the nonpayment is a function of the borrower being under financial stress--unless S&P is confident that the payment will be made in full during the grace period. As S&P is not confident in Indianapolis Down's ability to make the interest payment within 30 days, S&P has lowered the rating to 'D'. While the company has not yet missed a payment on its first-lien senior secured credit facilities or senior subordinated secured notes, if the interest payment on the second-lien senior secured notes is not made prior to the expiration of the 30-day grace period under the indentures, the noteholders or trustee will have the right to accelerate the indebtedness, which would result in a cross-default under the first-lien credit facilities and senior subordinated secured notes. Therefore, S&P lowered its issue- level ratings on the first-lien credit facility and senior subordinated secured notes. Indianapolis Downs LLC owns and operates the Indiana Live! Casino. The permanent facility, which opened to the public on March 13, 2009, offers 2,000 slot machines and electronic table games, several branded dining and entertainment options, and a covered parking garage. The casino initially opened as a temporary facility on June 9, 2008, offering 1,898 slot machines, as well as various food and beverage amenities. INNKEEPERS USA: Lenders Oppose Paying Fried Frank Lawyers --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Innkeepers USA Trust will face opposition from both secured lenders to the proposal to pay Fried Frank Harris Shriver & Jacobson LLP to advise a newly formed special committee to make recommendations to the board of directors about a Chapter 11 plan. According to the report, Midland Loan Services Inc., as servicer for $825 million in mortgage debt on 45 of Innkeepers' properties, notes that Fried Frank may not be independent because the firm, in other matters, represents Apollo Investment Corp. and Lehman Brothers Holdings Inc. Apollo is the current owner, and Lehman's subsidiary Lehman Ali Inc. is the holder of $238 million in floating-rate mortgages on 20 properties. The bankruptcy judge early in the case nixed a proposal where Apollo and Lehman would have taken ownership through a Chapter 11 plan crammed down on Midland. Mr. Rochelle relates Lehman also opposes the retention. Lehman and Midland alike don't consent to allowing revenue subject to their liens to be used to pay Fried Frank's fees. Both lenders also oppose the idea of not having Fried Frank's fees subject to review by the bankruptcy judge. Both lenders contend that having another large law firm is not justified when Innkeepers is already represented by Kirkland & Ellis LLP, one of the country's foremost law firms. The Court will hold a hearing on the Fried Frank issue on November 10. 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 affiliates filed for Chapter 11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800). Attorneys at Kirkland & Ellis LLP, serve as counsel to the Debtors. AlixPartners is the restructuring advisor and Marc A. Beilinson is the chief restructuring officer. Moelis & Company is the financial advisor. Omni Management Group, LLC, is the claims and notice agent. The petition 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. INNKEEPERS USA: Midland Loan Wants Exclusivity Terminated --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the bankruptcy judge in Innkeepers USA Trust's case will rule November 10 on a motion by Midland Loan Services Inc. to terminate Innkeepers' exclusive right to propose a reorganization plan. Midland is working on its own reorganization plan to be financed by selling new stock for $236 million to Five Mile Capital Partners LLC. Mr. Rochelle recounts that in August Judge Shelley C. Chapman refused to allow Innkeepers to lock in an agreement where the new equity would have been split between Apollo and Lehman. Innkeepers USA and its units are seeking an extension of their exclusive periods to file and solicit acceptances for the proposed Plan of Reorganization until March 16, 2011, and May 15, respectively. The Debtors said they have taken steps to promote their plan process, including, among other things: -- The Board of Trustees of Innkeepers USA Trust established a committee consisting of its independent trustees to facilitate the Debtors' plan process. Pursuant to resolutions adopted by the board, the independent committee will explore and preliminarily vet all plan-related proposals. -- The Debtors met with their key stakeholders and others - including their secured lenders, the official committee of unsecured creditors, the ad hoc committee of preferred shareholders, and Five Mile Capital Partners LLC, party considered as potential stalking horse, and plan sponsor, - to develop a path forward that maximizes the value of the entire enterprise and takes into account the diverse views of their many stakeholders. -- The Debtors provided all of these parties access to their online data room and are facilitating due diligence. The Debtors also said that Moelis & Company, their financial advisor, discussed a range of options for the board to consider from a potential recapitalization of the Debtors' reorganized enterprise to transactions involving the sale of hotels on a property-by-property basis. The Debtors need more time to allow interested parties to complete their diligence so that the Debtors, their stakeholders, and potential interested parties are able to negotiate with sufficient information about the terms of a consensual restructuring. 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 affiliates filed for Chapter 11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800). Attorneys at Kirkland & Ellis LLP, serve as counsel to the Debtors. AlixPartners is the restructuring advisor and Marc A. Beilinson is the chief restructuring officer. Moelis & Company is the financial advisor. Omni Management Group, LLC, is the claims and notice agent. The petition 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. INTERPUBLIC GROUP: S&P Gives Positive Outlook, Affirms 'BB' Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services revised its rating outlook on New York City-based Interpublic Group of Cos. Inc., to positive from stable. Ratings on the company, including the 'BB' corporate credit rating, were affirmed. "The outlook revision reflects good operating results in the third quarter of 2010, as well as continued expansion in the consolidated EBITDA margin, which was 10.1% for the 12 months ended Sept. 30, 2010," said Standard & Poor's credit analyst Michael Altberg. In S&P's opinion, visibility into 2011 remains limited, as year- over-year comparisons are becoming more difficult. However, barring unexpected deterioration in ad spending, S&P believes the company should continue to modestly improve the EBITDA margin over the intermediate term. S&P could raise the rating over the next 12 months if the company could achieve and sustain an EBITDA margin (treating stock compensation as an expense) of at least 11% while maintaining strong liquidity, which, in S&P's opinion, would entail consistent positive organic revenue growth, and continued positive net new business wins. The 'BB' rating reflects S&P's continued uncertainty regarding IPG's near-term revenue trends due to the weak economy (especially in parts of continental Europe), the task of rebuilding the EBITDA margin amid client and competitive pressures on agency compensation, underperformance at certain agencies, and IPG's lower EBITDA margin and cash generation than peers'. IPG's broad business mix of traditional advertising and marketing services, progress with business wins, and very strong cash balances are positive considerations in the rating that, in S&P's view, only partially offset the negative factors. JASON PAN: Voluntary Chapter 11 Case Summary -------------------------------------------- Joint Debtors: Jason Pan Amy Pan 1109 Boylston Street Brookline, MA 02467 Bankruptcy Case No.: 10-22040 Chapter 11 Petition Date: November 2, 2010 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Frank J. Bailey Debtor's Counsel: Michael Van Dam, Esq. VAN DAM & TRAINI, LLP 60 William Street, Suite 300 Wellesley, MA 02481 Tel: (617) 969-2900 Fax: (617) 964-4631 E-mail: mvandam@trainilaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Joint Debtors did not file a list of its largest unsecured creditors together with its petition. JOSEPH LOOMIS: Creditor Fails in Bid to Enforce Settlement ---------------------------------------------------------- The Hon. Leonie M. Brinkema of the U.S. District Court for the Eastern District of Virginia denies the request of Intersections, Inc., et al., to enforce a settlement agreement with Joseph C. Loomis and his sister, Jenni M. Loomis. Judge Brinkema finds that no enforceable settlement agreement was reached by the parties. Intersections sued the Loomises over its $14 million purchase of Net Enforcers, Inc., owned by Joseph Loomis. Intersections alleges that the Loomises conspired to provide inaccurate and fraudulent information regarding NEI's business and financial condition to induce Intersections to pay more for NEI's stock than it was worth. After a lengthy settlement conference before Magistrate Judge Buchanan, the parties reached an agreement, in principle. However, no written settlement agreement was ever signed at the January 14, 2010 mediation. The case is Intersections, Inc., et al., Plaintiffs, v. Joseph C. Loomis, Jenni M. Loomis, Defendants, case no. 09-cv-597 (E.D. Va.)., and a copy of the District Court's memorandum opinion November 3, 2010, is available at http://is.gd/gHZw7from Leagle.com. Chandler, Arizona-based Joseph Charles Loomis filed for Chapter 11 bankruptcy protection on January 26, 2010 (Bankr. D. Ariz. Case No. 10-01885). Gerald K. Smith, Esq., at Gerald K. Smith and John C. Smith Law OFC, assists the Debtor in his restructuring effort. The Debtor disclosed $10,283,589 in assets and $5,349,932 in debts as of the Petition. As reported by the Troubled Company Reporter on October 12, 2010, the Debtor sought an extension of his exclusive right to file and obtain acceptances of a proposed plan of reorganization until January 26, 2011, and March 26, respectively. The Debtor said he needs time to analyze the prospects of sale or rental of his properties in the near future. LANDRETH LUMBER: Payments to MRH "in the Ordinary Course" --------------------------------------------------------- The Hon. David R. Herndon, Chief District Judge of the U.S. District Court for the Southern District of Illinois, affirms a bankruptcy court's decision in Robert E. Eggmann, Trustee, Landreth Lumber Company Creditor Trust, v. MRH Corp., Case No. 10-7 (S.D. Ill.). The Chapter 11 Trustee sued MRH to recover $25,841.32 paid to MRH for fuel purchased within the 90 days before the bankruptcy filing. MRH argued that the payments were made in the ordinary course of business as both parties had operated on a handshake agreement whereby MRH provided fuel to Landreth and distributed invoices at the beginning of the month and, in turn, Landreth paid the invoices at the end of the month or the beginning of the following month. MRH alleged that this business relationship had continued, with little deviation, from 1985 until Landreth filed its bankruptcy petition. The Bankruptcy Court held that MRH has established by a preponderance of the evidence that all payments made during the preference period were in the ordinary course of business between the parties as required by 11 U.S.C. Sec. 547(c)(2). The Chapter 11 Trustee appealed. A copy of Judge Herndon's Memorandum and Order, dated October 29, 2010, is available at http://is.gd/gIeAXfrom Leagle.com. About Landreth Lumber Based in Bunker Hill, Illinois, Landreth Lumber Company -- http://www.landrethlumber.com/-- provides a complete line of lumber, building materials and related items for construction and building projects. In addition to its full line of lumber, millwork, kitchen, and hardware items, Landreth also sells and installs garage doors and insulation. Landreth filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ill. Case No. 07-30466) on March 8, 2007. Its affiliate, Jacksonville Wholesale, Inc., filed a separate petition (Bankr. S.D. Ill. Case No. 07-30467). Laura K. Grandy, Esq., at Mathis Marifian Richter and Grandy Ltd., in Belleville, Illinois, served as counsel to the Debtors. Landreth Lumber estimated $1 million to $100 million in both assets and debts in its petition. Jacksonville Wholesale estimated under $50,000 in assets and $1 million to $100 million in debts in its petition. LEAP WIRELESS: Moody's Gives Negative Outlook; Keeps 'B2' Rating ---------------------------------------------------------------- Moody's Investors Service has revised its outlook for Leap Wireless International Inc. to negative from stable reflecting the challenges and difficulty that Moody's believes the Company will face in stabilizing its operating performance and maintaining credit metrics consistent with the B2 Corporate Family Rating. Leap Wireless International, Inc. -- Corporate Family Rating - B2 -- Probability of Default Rating - B2 -- Sr. Unsec. Conv. Notes, 4.5% due 7/2014 - Caa1, LGD-6 (95%) -- SGL / Short-Term Rating - SGL-1 -- Outlook - Negative Cricket Communications, Inc. -- Sr. Secured Notes, 7.75% 5/2016 - Ba2, LGD-2 (15%) -- Sr. Unsec. Notes, 10%, 7/2015 - B3, LGD-4 (67%) Ratings Rationale The B2 rating derives support from a strong liquidity profile and the company's valuable spectrum assets. Nevertheless, Moody's is concerned that Leap's financial and operating performance have deteriorated recently as intense competition, market saturation and operational missteps have resulted in subscriber losses and a rapid deceleration of revenue growth. During the second and third quarters of this year, the Company's operating performance has fallen well short of Moody's expectations and Moody's no longer expect the Company to turn free cash flow positive in the second half of 2010. Moody's Senior Vice President Dennis Saputo comments, "Leap finds itself in a challenging position with declining gross adds, high churn and little to no market pricing power." Leap's subscriber growth has slowed and Moody's estimates that net adds for FY'10 will be less than 300,000, a steep drop from 942,000 in FY'08 and 1,124,000 in FY'09. ARPU (average revenue per user) has followed the negative trend and has weakened margins. "This combination of forces is likely to cause a material deterioration in Leap's credit profile if current trends do not reverse," Saputo added. Specifically, Moody's is concerned that ARPU will continue to weaken while churn remains elevated. Leap's countermeasures include promoting its "All-In-Monthly" service plans, eliminating reactivation and other fees, up-selling higher priced data plans, expanding its selection of smartphones, accessing a broader market via "Big-Box" stores and offering nation-wide coverage. If these initiatives are unsuccessful and churn remains high, the resulting weak cash flows will be insufficient to fund the company's current LTE network upgrade plan (which is scheduled to be substantially completed in early 2013) and could cause Debt to EBITDA to increase to above 6.0 times. Although Leap's 3G network will remain active for several years, Moody's believe that a 4G network such as LTE will be needed to compete for customers who increasingly demand data services and Leap has indicated it plans to provide this capability broadly during 2012. While Moody's do believe that wholesale partnerships for 4G services may be an effective stop-gap for Leap should it choose to limit its capital spending to conserve cash, Moody's also view the wholesale model as having little economic benefit for the non-facilities-based carrier who leases capacity. The two most important factors that will influence Leap's future cash flows are churn and ARPU. If current trends continue, the rating will likely face downward pressure in the near term, barring any changes in the current growth profile or revenue/EBITDA model. Specifically, if churn remains above 4.5% and ARPU stays below $37 the rating will be at risk. Management believes that it can alter the current trajectory for both these metrics and that they have taken the appropriate steps to do so during the second half of 2010. Moody's last rating action for Leap Wireless International, Inc., was on May 28, 2009, when the company's $1.1 billion senior secured notes were rated Ba2. Leap Wireless International Inc. is a regional U.S. wireless operator offering an unlimited service for a flat monthly fee to about 5.4 million subscribers in 35 states and the District of Columbia, through Cricket Communications, Inc., and its operating subsidiaries. The company is headquartered in San Diego, CA. LEAP WIRELESS: S&P Affirms 'B-' Corporate Credit Rating ------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed all ratings on San Diego-based Leap Wireless International Inc., including its 'B-' corporate credit rating and issue-level ratings for Leap and its subsidiary Cricket Communications Inc. S&P also revised the outlook on the company to stable from positive. "The outlook revision to stable indicates that S&P no longer believe there is a greater than one-third chance of an upgrade over the next year," explained Standard & Poor's credit analyst Catherine Cosentino. In S&P's view, intense competition in the prepaid wireless sector and near-term business challenges will likely prevent Leap from sufficiently improving its financial metrics over the next year, including reducing adjusted leverage below 6x. LENNAR CORP: Said to Raise $800MM for Distressed Real Estate Unit ----------------------------------------------------------------- John Gittelsohn and Jonathan Keehner, writing for Bloomberg News, report that Lennar Corp. is seeking to raise about $800 million from private investors to add funds to its distressed real estate unit, according to three people briefed on the matter. Bloomberg reports that two of the people, who asked not to be named because the discussions are private, said a first tranche of the offering is being marketed to U.S. and Canadian investors and is expected to close by the end of November. Bloomberg notes Lennar has been expanding its distressed real estate arm, Rialto Investments, as demand for new houses slumps. The company bought a 40% stake in a $3 billion portfolio of loans auctioned by the Federal Deposit Insurance Corp. in February, and said in October it acquired an additional $740 million of distressed loans and property from financial institutions. "During the last quarter, Rialto represented almost a quarter of the company's bottom line," Bloomberg quotes Michael Kim, an analyst at CRT Capital Group LLC in Stamford, Connecticut, as saying. "This business could act as a hedge against further weakness in the new home construction market." Mr. Kim rates Lennar "buy." Bloomberg says Jeffrey Krasnoff, chief executive officer of Rialto, declined to comment. About Lennar Corp. Founded in 1954 and headquartered in Miami, Lennar Corp. is the third-largest U.S. homebuilder by revenue. Total revenues and net loss for the 2009 fiscal year that ended November 30, 2009, were $3.1 billion and ($417) million, respectively. As reported by the Troubled Company Reporter on October 15, 2010, Standard & Poor's Ratings Services lowered its corporate credit rating on Lennar Corp. to 'B+' from 'BB-'. At the same time, S&P lowered its issue ratings on the company's $2.4 billion senior unsecured notes to 'B+' from 'BB-'. Lastly, S&P revised the outlook to stable from negative. "S&P lowered its ratings on Lennar after the homebuilder drew down its unrestricted cash balance to fund a sizeable investment in three portfolios of distressed real estate assets," said credit analyst James Fielding. "S&P's ratings reflect its opinion that Lennar maintains an aggressively leveraged profile, including a liquidity position that S&P views to be more constrained than similarly rated homebuilders." S&P revised its outlook to stable to reflect its expectation for breakeven or modestly profitable homebuilding operations at current low sales levels. S&P would raise its rating by one notch over the next 12 months if profitability improves more quickly than S&P currently expect (such that debt-to-adjusted EBITDA moves much closer to 4.0x), and the company builds sufficient liquidity to meet maturities and working capital needs through 2013. S&P would lower S&P's rating by one or more notches if working capital needs, including investments in the Rialto segment, are larger than S&P currently anticipates, such that unrestricted cash and forward two-year FFO estimates were to fall significantly below current levels. As reported by the TCR on June 25, 2010, Fitch Ratings affirmed Lennar's Issuer Default Rating at 'BB+'; Short-Term IDR at 'B'; and Senior unsecured debt at 'BB+'. The Rating Outlook has been revised to Stable from Negative. The ratings affirmation and the Outlook revision to Stable from Negative reflect the company's strong liquidity position, improving operating results and moderately stronger prospects for the housing sector this year. The TCR on April 28, 2010, said Moody's Investors Service affirmed Lennar's existing corporate family of B2, existing senior unsecured note rating of B3, and speculative grade liquidity rating of SGL-2. The rating outlook was changed to positive from stable. The B2 corporate family rating considers that Lennar's cash flow generation will be challenging to maintain as it increases its investment in land and distressed assets in 2010 and beyond. The rating also incorporates Lennar's long land position and the industry's largest (albeit greatly reduced) off-balance sheet joint venture exposure. LITHIUM TECHNOLOGY: Closes Private Sale of 83.3 Million Shares -------------------------------------------------------------- Lithium Technology Corporation closed on October 25, 2010, on the sale of its securities in a private transaction. The Company sold 83,333,333 shares of Common Stock for an aggregate of $2 million to one investor pursuant to the terms of a Stock Purchase Agreement. The SPA provides that following December 17, 2010, the Purchaser shall have the right to demand that the Company cause a registration statement relating to the resale of the Shares to be filed with the SEC as promptly as practicable and in no event later than 45 days following a written demand for registration and to become effective as promptly as practicable and in no event later than 90 days following the earlier of (a) the Required Filing Date and (b) the date such Registration Statement was filed. The Company's obligation to cause the Registration Statement to be filed and to maintain the effectiveness thereof shall expire at such time as the entirety of the Shares can be publicly resold without restriction in the absence of registration. For each thirty day period or portion thereof during which a breach of the registration obligations remains uncured, the Company shall pay to Purchaser 2% of the aggregate Purchase Price. The Company and the Purchaser shall each pay 50% of the costs and expenses associated with the preparation and filing of the Registration Statement provided however the total of such costs and expenses that the Purchaser shall bear shall not exceed $50,000. About Lithium Technology Plymouth Meeting, Pa.-based Lithium Technology Corporation is a global manufacturer and provider of rechargeable energy storage solutions for diverse applications. The Company's balance sheet as of December 31, 2009, showed $11,468,000 in assets, $29,308,000 of debts, and stockholders' deficit of $17,840,000. The Company reported a net loss of $10,510,00 on $7,371,000 of revenue for 2009, compared with a net loss of $6,414,000 on $4,167,000 of revenue for 2008. Amper, Politziner & Mattia LLP, in Edison, N.J., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company as recurring losses from operations since inception and has a working capital deficiency. LOEHMANN'S CAPITAL: Moody's Downgrades Default Rating to 'Ca/LD' ---------------------------------------------------------------- Moody's Investors Service lowered Loehmann's Capital Corporation's Probability of Default Rating to Ca/LD from Caa2 and Corporate Family Rating to Ca from Caa2. The outlook is developing. Ratings lowered and LGD assessments amended: -- Probability of Default Rating to Ca/LD from Caa2; -- Corporate Family Rating to Ca from Caa2; -- $20 million Class A senior secured floating rating notes to Ca (LGD4, 50%) from Caa2 (LGD4, 51%); -- $55 million Class A 12% senior secured notes to Ca (LGD4, 50%) from Caa2 (LGD4, 51%); -- $35 million Class B senior secured notes to C (LGD6, 90%) from Ca (LGD6, 90%). This rating is affirmed: -- Speculative grade liquidity rating at SGL-4. Ratings Rationale The downgrade of Loehmann's Probability of Default Rating to Ca/LD reflects the company's failure to pay the October 1, 2010 scheduled interest payment on its secured notes within the allowable grace period, resulting in an event of default under the indenture. This is considered a limited default by Moody's. The company stated that it is in discussions with certain significant holders of its notes and the revolving credit facility lender regarding forbearance agreements, and that it is exploring all alternatives, including a possible pre-negotiated reorganization proceeding. Moody's will continue to monitor these developments. In the event of a bankruptcy, the company's Probability of Default rating would likely be downgraded to D. Conversely, the ratings could be raised should the company substantially reduce debt through a restructuring while improving its liquidity profile. The last rating action on Loehmann's was on October 1, 2008, when the Corporate Family Rating was downgraded to Caa2 with a negative outlook. Loehmann's Capital Corporation, headquartered in The Bronx, New York, is an off-price retailer of apparel, accessories, and shoes, and operates 63 stores in major metropolitan markets located in 16 states and the District of Columbia. Revenues for the twelve months ended May 1, 2010, were about $430 million. LODE HOLTSLAG: Voluntary Chapter 11 Case Summary ------------------------------------------------ Joint Debtors: Lode H. Holtslag Jennifer Y. Holtslag 7390 Moccassin Lane Warrenton, VA 20186 Bankruptcy Case No.: 10-19320 Chapter 11 Petition Date: November 2, 2010 Court: U.S. Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Robert G. Mayer Debtors' Counsel: Ronald J. Aiani, Esq. 86 East Lee Street Warrenton, VA 20186-3328 Tel: (540) 347-5295 E-mail: raiani@aianilaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Joint Debtors did not file a list of creditors together with its petition. MACCO PROPERTIES: Case Summary & 12 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Macco Properties, Inc. P.O. Box 57627 Oklahoma City, OK 73157 Bankruptcy Case No.: 10-16682 Chapter 11 Petition Date: November 2, 2010 Court: United States Bankruptcy Court Western District of Oklahoma (Oklahoma City) Judge: Niles L. Jackson Debtor's Counsel: G. Rudy Hiersche, Jr., Esq. HIERSCHE LAW FIRM 105 North Hudson Hightower Building, Suite 300 Oklahoma City, OK 73102 Tel: (405) 235-3123 E-mail: rudy@hlfokc.com Scheduled Assets: $50,823,581 Scheduled Debts: $4,323,033 A list of the Company's 12 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/okwb10-16682.pdf The petition was signed by Lew McGinnis, president. MAJESTIC STAR: Files Schedules of Assets and Liabilities -------------------------------------------------------- The Majestic Star Casino, LLC, et al., filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------------ ------------ A. Real Property $115,374,915 B. Personal Property $177,368,152 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $427,508,171 E. Creditors Holding Unsecured Priority Claims $318,888,524 F. Creditors Holding Unsecured Non-priority Claims ------------ ------------ TOTAL $292,743,068 $746,396,695 About Majestic Star The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka Majestic Star -- is based in Las Vegas, Nevada. It is a wholly owned subsidiary of Majestic Holdco, LLC, which is a wholly owned subsidiary of Barden Development, Inc. The Company was formed on December 8, 1993, as an Indiana limited liability company to provide gaming and related entertainment to the public. The Company commenced gaming operations in the City of Gary at Buffington Harbor, located in Lake County, Indiana on June 7, 1996. The Company is a multi-jurisdictional gaming company with operations in three states -- Indiana, Mississippi and Colorado. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 09-14136) on November 23, 2009. The Company's affiliates -- The Majestic Star Casino II, Inc., The Majestic Star Casino Capital Corp., Majestic Star Casino Capital Corp. II, Barden Mississippi Gaming, LLC, Barden Colorado Gaming, LLC, Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- also filed separate Chapter 11 petitions. Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. James E. O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP are the Debtors' Delaware counsel. Xroads Solutions Group, LLC, is the Debtors' financial advisor, while EPIQ Bankruptcy Solutions LLC are the Debtors' claims and notice agent. The Majestic Star Casino's balance sheet at June 30, 2009, showed total assets of $406.42 million and total liabilities of $749.55 million. When it filed for bankruptcy, the Company estimated up to $500 million in assets and up to $1 billion in debts. MANSIONS AT HASTINGS: Has Preliminary OK to Use Cash Collateral --------------------------------------------------------------- Mansions at Hastings Green, L.P., sought and obtained preliminary authorization from the Hon. Letitia Paul of the U.S. Bankruptcy Court for the Southern District of Texas to use cash collateral. In 2007, pursuant to a Trust Indenture with Wells Fargo Bank, Harris County Housing Finance Corporation, a public non-profit housing finance corporation agreed to issue and sell $14 million in Multifamily Housing Revenue Bonds Series 2007. The Indenture designates Citicorp Capital Management, LLC, as the Bondholder Representative to act on behalf of the Bondholders. The Indenture also designates Citicorp USA, Inc., as the servicer on the loan. The proceeds of the Bonds were used by HCHFC to fund a loan to the Debtor. On July 1, 2007, the Debtor entered into a promissory note with HCHFC which provided, among other things, that HCHFC loan the Debtor $14 million for the acquisition, construction, development and operation of a multifamily residential project. As of the Petition Date, the outstanding indebtedness owed on the Note is approximately $14 million. Edward L. Rothberg, Esq., at Hoover Slovacek LLP, explained 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 14-day budget, a copy of which is available for free at http://bankrupt.com/misc/MANSIONS_AT_HASTINGS_budget.pdf In exchange for using the cash collateral, the Debtor will grant Wells Fargo replacement liens on all of the Debtor's rents, accounts receivable, and any other property which is mortgaged property acquired after the bankruptcy filing to the same extent, validity, and priority as existed on the day the Chapter 11 case was filed, and to the extent of cash collateral that is used. The Court has set a final hearing for November 18, 2010, at 10:00 a.m., on the Debtor's request to use cash collateral. Columbus, Ohio-based Mansions at Hastings Green, L.P., dba The Mansions at Hastings Green, A Multifamily Community, owns and operates The Mansions Family Apartment Housing Community located at 11950 FM 1960 West, Houston, Texas 77065. It filed for Chapter 11 bankruptcy protection on October 22, 2010 (Bankr. S.D. Tex. Case No. 10-39474). Affiliate Mansions at Hastings Green Senior, L.P., dba The Mansions Senior Living Apartment Housing Community, owns and operated The Mansions Senior Living Apartment Housing Community located at 11707 Fallbrook Drive, Houston, Texas 77065. It filed for Chapter 11 bankruptcy protection on October 22, 2010 (Bankr. S. D. Tex. Case No. 10-39476). Mansions at Hastings Green and Mansions at Hastings Green Senior are jointly administered cases. Edward L. Rothberg, Esq., at Hoover Slovacek, LLP, assists the Debtors in their restructuring efforts. The Debtors each estimated their assets and debts at $10 million to $50 million. MANSIONS AT HASTINGS: Has OK to Use Wells Fargo Cash Collateral --------------------------------------------------------------- Mansions at Hastings Green Senior, L.P., reached an agreement with Wells Fargo Bank on the Debtor's use of cash collateral. A proposed preliminary order was filed with the U.S. Bankruptcy Court for the Southern District of Texas. In 2007, pursuant to a Trust Indenture with Wells Fargo, Harris County Housing Finance Corporation, a public non-profit housing finance corporation agreed to issue and sell $13.2 million in Multifamily Housing Revenue Bonds Series 2007. The Indenture designates Citicorp Capital Management, LLC, as the Bondholder Representative to act on behalf of the Bondholders. The Indenture also designates Citicorp USA, Inc., as the servicer on the loan. The proceeds of the Bonds were used by HCHFC to fund a loan to the Debtor. On July 1, 2007, the Debtor entered into a promissory note with HCHFC which provided, among other things, that HCHFC loan the Debtor $13.2 million for the acquisition, construction, development and operation of a multifamily residential project. As of the Petition Date, the outstanding indebtedness owed on the Note is approximately $13.2 million. Edward L. Rothberg, Esq., at Hoover Slovacek LLP, explained 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 14-day budget, a copy of which is available for free at http://bankrupt.com/misc/MANSIONSAT_HASTINGS_GREEN_budget.pdf In exchange for using the cash collateral, the Debtor will grant Wells Fargo replacement liens on all of the Debtor's rents, accounts receivable, and any other property which is mortgaged property acquired after the bankruptcy filing to the same extent, validity, and priority as existed on the day the Chapter 11 case was filed, and to the extent of cash collateral that is used. Columbus, Ohio-based Mansions at Hastings Green, L.P., dba The Mansions at Hastings Green, A Multifamily Community, owns and operates The Mansions Family Apartment Housing Community located at 11950 FM 1960 West, Houston, Texas 77065. It filed for Chapter 11 bankruptcy protection on October 22, 2010 (Bankr. S.D. Tex. Case No. 10-39474). Affiliate Mansions at Hastings Green Senior, L.P., dba The Mansions Senior Living Apartment Housing Community, owns and operated The Mansions Senior Living Apartment Housing Community located at 11707 Fallbrook Drive, Houston, Texas 77065. It filed for Chapter 11 bankruptcy protection on October 22, 2010 (Bankr. S. D. Tex. Case No. 10-39476). Mansions at Hastings Green and Mansions at Hastings Green Senior are jointly administered cases. Edward L. Rothberg, Esq., at Hoover Slovacek, LLP, assists the Debtors in their restructuring efforts. The Debtors each estimated their assets and debts at $10 million to $50 million. MASSOUD BASTANKHAH: Case Summary & 15 Largest Unsecured Creditors ----------------------------------------------------------------- Joint Debtors: Massoud Bastankhah Mary E. Bastankhah aka Betty Bastankhah 9690 Longmont Drive Houston, TX 77063 Bankruptcy Case No.: 10-40060 Chapter 11 Petition Date: November 2, 2010 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Marvin Isgur Debtors' Counsel: Barbara Mincey Rogers, Esq. ROGERS & ANDERSON, PLLC 1415 North Loop West, Suite 1020 Houston, TX 77008 Tel: (713) 868-4411 Fax: (713) 868-4413 E-mail: barbaramrogers@swbell.net Scheduled Assets: $3,136,976 Scheduled Debts: $4,914,773 A list of the Joint Debtors' 15 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txsb10-40060.pdf MESA AIR: Disclosure Statement Hearing Adjourned to Nov. 18 ----------------------------------------------------------- The hearing on the approval of the Disclosure Statement explaining the Joint Chapter 11 Plan of Reorganization of Mesa Air Group, Inc., and its debtor subsidiaries has been adjourned to November 18, 2010, at 10:00 a.m., prevailing Eastern Time, or as soon as counsel may be heard. The hearing was previously scheduled for November 10, 2010. Responses, objections and proposed modifications to the Disclosure Statement and the Motion to Approve must be received by November 11 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 Dec. 15 hearing for the confirmation of the Plan. 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: Objects to US Bank Admin. Claims for Aircraft Leases -------------------------------------------------------------- Mesa Air Group, Inc., and its affiliated debtors object to the alleged administrative portions of Claim Nos. 1430 and 1431 filed by U.S. Bank National Association, as security trustee, on behalf of Agencia Especial de Financiamento Industrial-Finame, and claims that were amended and superseded by Claim Nos. 1430 and 1431. Finame is the lender in leveraged lease transactions for the lease of 36 ERJ-145 aircraft to Mesa Airlines, Inc., in which U.S. Bank National Association, as successor to State Street Bank and Trust Company, is the security trustee on behalf of Finame. In Claim No. 1431, filed against Mesa Airlines, Inc., U.S. Bank asserts $189,560,201 composed of a $11,016,708 administrative priority claim under Section 503(a) of the Bankruptcy Code and a $178,553,493 general unsecured claim. In Claim No. 1430, US Bank asserts the same amount against Mesa Air Group, Inc., based on its guaranty of the Aircraft Leases. The Claims arise from the 11 ERJ-145 aircraft leased prepetition by Mesa Airlines from Wells Fargo Bank Minnesota, N.A., or Wells Fargo Bank Northwest, N.A., each in its capacity as owner trustee. In connection with the lease transactions, the Owner Trustee granted security interests in each of the Aircraft to U.S. Bank, as security trustee, on behalf of the lender, Finame. John W. Lucas, Esq., at Pachulski Stang Ziehl & Jones LLP, in New York, tells the Court that before the Petition Date, the Debtors decided that the Aircraft were no longer necessary to their operations and took them out of service. The Debtors never operated any of the Aircraft postpetition, he says. On August 11, 2010, the Debtors rejected the leases for the Aircraft and surrendered possession. The Debtors object to the Alleged Administrative Claim, which seeks to charge the Debtors' estates with $11,016,708 in administrative expense claims for parts that U.S. Bank contends were missing from the Aircraft and for maintenance records that it contends were either missing or inadequate. The Debtors reserve their rights to object to the Alleged Unsecured Claim as well as to bring additional objections to the Alleged Administrative Claim, according to Mr. Lucas. U.S. Bank argues that, upon rejection of an aircraft lease, Section 1110 of the Bankruptcy Code spontaneously converts some portion of what would normally be a "plain vanilla" prepetition rejection claim into an administrative expense claim. Citing In re Continental Airlines, Inc., 146 B.R. 520, 528 (Bankr. D. Del. 1992), among others, Mr. Lucas asserts that U.S. Bank's contention is supported by neither the facts, nor the law, nor the legislative intent behind Section 1110, and that it should be rejected just as similar arguments have been rejected in other airline cases. The parts and records are neither missing nor inadequate, Mr. Lucas notes. Even if they were, however, there can be no administrative claim on account of missing parts or records related to the Aircraft as a matter of law. The Aircraft were never used postpetition, he says. They were parked and in long- term storage for months before the Petition Date and were turned over at the stored location in the same condition they were in on the Petition Date, he points out. In many instances, the Debtors or a contracting agency acting on the Debtors' behalf, removed parts from the Aircraft and placed them in storage to protect and preserve the parts when the Aircraft were taken out of service. The Debtors were unaware that U.S. Bank did not realize that certain Aircraft and certain parts were not all in the same location until it filed its claims, Mr. Lucas informs the Court. Mr. Lucas relates that Mesa sent a team of inventory employees to locate and reconcile the items. The team was able to locate substantially all of the Alleged Missing Parts and is available to reconcile the parts with U.S. Bank. Post-reconciliation, the Debtors believe that U.S. Bank will have little more than a de minimis claim based on the Alleged Missing Parts, a claim which the Debtors believe must be denied administrative status, Mr. Lucas says. While the Debtors are not asking the Court at this time to rule on the amount of the Alleged Administrative Claim, only on the priority, it should be noted that even if U.S. Bank has a claim for the Alleged Missing Parts, its claim is grossly overstated, Mr. Lucas asserts. With respect to the Alleged Record Deficiencies, Mr. Lucas notes that the issue raised by U.S. Bank is not the Debtors' failure or refusal to turn over the records. Instead, the Alleged Administrative Claim is based on U.S. Bank's subjective opinion that the Debtors' records are "not adequate." The Debtors maintained their records for the Aircraft in compliance with the record-keeping requirements in the Leases and under Code of Federal Regulation 121.380, which generally requires that an air carrier maintain records on engines, propellers, airframes and appliances since the last complete overhaul. With respect to all other parts of the aircraft, a carrier has to maintain only one year's worth of records, Mr. Lucas says. The Debtors believe that substantially all of the required records were provided. To the extent any deficiencies may exist, Mr. Lucas asserts that, after rejection, a claim based on those alleged deficiencies is a general unsecured claim, not an administrative one. Should the Court determine that some or all of the Alleged Administrative Expense Claim is entitled to priority under Section 503 of the Bankruptcy Code, the Debtors ask the Court to schedule an evidentiary hearing to determine the amount of the claim. The Debtors also ask the Court to expunge the claims previously filed by U.S. Bank that were amended and superseded by Claim Nos. 1430 and 1431. Specifically, the Debtors ask the Court to disallow Claim Nos. 958, 959, 1420 and 1421. Responses to the Objection are due no later than November 10, 2010, at 5:00 p.m., prevailing Eastern Time. The hearing on the matter will be held on November 18, 2010, at 10:00 a.m., prevailing Eastern Time. Finame Seeks Adjournment of Hearing Until Mid-December Kathrine A. McLendon, Esq., at Simpson Thacher & Bartlett LLP, in New York, representing Finame, in a November 1 letter to the Court, seeks an adjournment, until December 15, or another date in mid-December, of the hearing on the Objection, which is currently scheduled for November 18. Additional proofs of claim are expected to be filed with respect to the remaining 25 Aircraft, Ms. McLendon says. Because the additional proofs of claim will document, among other things, the Debtors' failure to return certain parts and equipment and deficiencies in documents relating to the other Aircraft, Finame expects that the Debtors will also object to the administrative expense portions of the additional claims, according to Ms. McLendon. It would be appropriate, both for the benefit of the Court's preparation and schedule and for the parties, to have all of the objections heard on a consolidated basis because there will be a common legal and factual issues and common witnesses, Ms. McLendon tells the Court. Finame believes that the most sensible and efficient first step in addressing the Objection is for Embraer - Empresa Brasileira De Aeronautica, S.A., U.S. Bank's agent, and the Debtors to work together to verify and reconcile the Missing Parts. Ms. McLendon notes that the reconciliation process, which has begun, may take more or less time than expected. She also notes that there will also be a reconciliation process with respect to the documents, which timetable is currently under discussion with the Debtors but has not yet been established. Ms. McLendon informs the Court that the Debtors have not consented to the requested adjournment. Debtors Oppose Adjournment In a November 2 letter to the Court, Debra I. Grassgreen, Esq., at Pachulski Stang Ziehl & Jones, in New York, representing the Debtors, says the Debtors are seeking to have the Court determine a "very limited" threshold issue -- whether, as a matter of law, parts and records that were missing prepetition on an aircraft that were never used postpetition can ever give rise to an administrative expense claim. Determination of that "foundational" issue will streamline not only the claims litigation with Finame, but the claims litigation with other aircraft counterparties, Ms. Grassgreen asserts. Any delay in determining these administrative claims could delay confirmation of the Debtors' ability to obtain an extension of their code-share agreement with US Airways, Inc., she continues. Finame's request for an adjournment is based upon factors relating to the liquidation of its claim, not whether it has satisfied the legal burden under Section 503(b) of the Bankruptcy Code, Ms. Grassgreen points out. In this regard, the Debtors believe that it would be more efficient to address the legal issues raised in the Objection before incurring the time and expense associated with the facts necessary to liquidate Finame's claim, she tells the Court. Ms. Grassgreen avers that if, at the November 18, 2010 hearing, the Court determines that the asserted Administrative Expense Claims are not entitled to administrative expense treatment, the liquidation of Finame's claim can proceed during the post- confirmation claim reconciliation process and not jeopardize the Debtors' satisfaction of certain Plan of Reorganization confirmation milestones for the US Airway code-share agreement to become effective. The Debtors ask the Court to deny Finame's adjournment request and to determine the legal issues raised in the Objection at the November 18 hearing. 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: Proposes to Assume USAir Code-Share Agreement ------------------------------------------------------- Pursuant to Sections 363(b) and 365(a) of the Bankruptcy Code and Rules 6004, 6006 and 9019 of the Federal Rules of Bankruptcy Procedure, Mesa Air Group Inc. and its units ask the Bankruptcy Court for authority (i) to assume, as amended, the code-share agreement with US Airways, Inc., (ii) to settle certain claims of the Debtors against US Airways, and (iii) to sell certain related assets to US Airways. The Debtors provided services to certain principal carriers -- US Airways, Inc., United Airlines, Inc., and Delta Air Lines, Inc. Certain of the Debtors operate regional jet and turboprop aircraft under the names of regional carriers of certain major airlines pursuant to code-share agreements. Specifically, Mesa Airlines, Inc., operates (i) as US Airways Express under code-share agreements with US Airways, (ii) as United Express under a code-share agreement with United Airlines, and (iii) independently in Hawaii as go! Mokulele. In exchange for providing flights and other services pursuant to the applicable code-share agreement, the Debtors receive compensation, including minimum monthly amounts and certain additional amounts, and are also reimbursed for certain expenses by the principal carriers. In some instances, the principal carriers also provide certain customer services, ground handling services and other related functions to the Debtors, Debra Grassgreen, Esq., at Pachulski Stang Ziehl & Jones LLP, in New York, relates. The remaining Debtors operate businesses, or own interests in businesses, that facilitate or enhance the Debtors' regional or independent air carrier services. Debtors Nilchii, Inc., and Patar, Inc., hold investments. According to Ms. Grassgreen, the Debtors had stated three goals at the outset of these Chapter 11 cases: (1) Shed excess aircraft and aircraft equipment. The Debtors have nearly completed the first goal. A substantial number of aircraft that were no longer necessary for the Debtors' business plan were rejected or abandoned. As of October 27, 2010, approximately 102 aircraft and 12 aircraft engines have either been rejected or abandoned. (2) Restructure aircraft agreements. The second goal is well underway. The Debtors have identified aircraft and aircraft engines as being a necessary component of their fleet and operations going forward and obtained the Court's authorization to enter into long-term agreements for the continued use of certain aircraft equipment. As part of this aspect of their restructuring, the Debtors are negotiating the final form of other aircraft equipment agreements and will seek the Court's authorization to enter into those agreements. (3) Renegotiate and extend their code-share agreements. The third goal is the subject of this motion. The Debtors are party to code-share agreements to US Airways and United Airlines, pursuant to which they provide air transportation services to these principal carriers' customers on various flight routes, using the carriers' flight designator codes and its livery and service marks. During the past several months, the Debtors have been engaged in discussions with US Airways regarding certain amendments to the code-share agreement. US Airways Agreement Mesa Airlines and America West Airlines, Inc., entered into a Code Share and Revenue Sharing Agreement, as amended, as of March 20, 2001, with its effectiveness retroactive to February 1, 2001. Among other things, Mesa Airlines agreed to provide certain scheduled air transportation services to AWA and then to US Airways pursuant to certain amendments. Ms. Grassgreen informs the Court that Mesa Airlines subcontracted the performance of certain services required under the US Airways Agreement to certain other Debtors -- Freedom Airlines, Inc. and Air Midwest, Inc. -- and these Mesa Airlines affiliates are parties to certain of the amendments to the US Airways Agreement. Pursuant to a certain Seventh Amendment to Code Share and Revenue Sharing Agreement and Settlement, Assignment and Assumption Agreement entered into as of September 10, 2007, among other things, AWA assigned and transferred to US Airways its rights titles and interests in and to the US Airways Agreement. US Airways assumed all of AWA's liabilities and obligations under the US Airways Agreement as part of the integration of AWA's and US Airways' operations. Since that time, the US Airways Agreement has been amended twice, Ms. Grassgreen says. In connection with the assumption of the US Airways Agreement, as amended, the Debtors and US Airways will enter into a tenth amendment to the Agreement based upon a term sheet. According to Ms. Grassgreen, the amendments include (i) extending the term for an additional 39 months, (ii) settling the claims of the Debtors against US Airways, (iii) settling the various proofs of claim filed by US Airways against the Debtors' estates, and (iv) providing for the sale of certain related assets to US Airways. The salient terms and conditions of the Term Sheet include: (a) With respect to the Debtors' CRJ-900 aircraft, the term will be extended for an additional 39 months on average per aircraft, from June 30, 2012, to September 30, 2015. US Airways will have three options to extend the US Airways Agreement with respect to all or none of the CRJ- 900 aircraft each for an additional one year. Each option is exercisable upon 12 months' written notice. US Airways will also have the option to extend each CRJ-900 Aircraft on an individual aircraft basis for up to six additional months upon six months' notice. With respect to aircraft other than CRJ-900s, the term will remain June 30, 2012, and be unaffected by the Amendment and any Term Extension Option. (b) With effect from July 1, 2010, the payment rates for each type of aircraft providing flight services will be reduced and the revenue share percentage will be adjusted upward to meet a minimum utilization threshold. (c) US Airways may not initiate fleet reductions in the CRJ- 900 subfleet. (d) Unless extended by written exercise of the Term Extension Option, the expiration of the term and the redelivery of the CRF-900 aircraft will be phased according to a schedule established by US Airways. Each aircraft will be redelivered on a date not earlier than April 1, 2015, and not later than March 31, 2016. If the term is extended, the expiration of the term and the redelivery of the CRJ- 900 aircraft will be phased according to a schedule established by US Airways and consistent with the initial term redelivery dates, but extended to reflect the duration of the extended term. (e) The Debtors and US Airways agree to resolve various claims that the Debtors have against US Airways relating to property taxes, fuel charges, true-ups, and other miscellaneous charges, and the US Airways Proofs of Claim asserted against the Debtors in exchange for a settlement of $4,000,000. US Airways will pay $4,000,000 and a certain "Upgrade Contribution" in 38 equal installments. US Airways will release the Debtors and their current or former subsidiaries, affiliates, directors, officers, employees, professionals or agents from all claims that US Airways has or had against the parties, which arose or accrued in whole within two years before the execution date of the Amendment. The will release US Airways and its current or former subsidiaries, affiliates, officers, directors, stockholders, employees, professionals or agents from all claims that the Debtors have or had against the parties, which arose or accrued on or before the Amendment Execution Date. (f) The property taxes payable by US Airways for the years 2008 and 2009 will be audited by US Airways on a mutually agreeable time table and subsequently paid. US Airways will have the right to audit the Debtors' property taxes for tax years prior to 2008. If the pre-2008 audit reveals that US Airways overpaid for such year, the Debtors will credit the difference to US Airways. The Debtors and US Airways will develop a new property tax true-up procedure for tax years from and after 2010. The Debtors will pay US Airways all available fuel sales Tax refunds for North Carolina beginning from 2006. The Debtors will remain obligated to pay US Airways for any properly claimed amounts arising after July 1, 2008, not specifically identified in the Amendment. (g) The Debtors agree to sell to US Airways certain related assets that will no longer be utilized in the Debtors' operation. US Airways has agreed to purchase the assets for fair market value. (h) The existing operational performance criteria under the US Airways Agreement have been modified to mutually agreed- upon service levels. The adjusted performance criteria will take effect on February 1, 2011. (i) The Mesa Plan of Reorganization, as may be amended from time to time, will provide for not more than $61,000,000 in non-ordinary course indebtedness: (1) $50,000,000 to the Debtors' unsecured creditors, (2) $5,500,000 to the Debtors' senior management, and (3) $5,500,000 to US Airways. The Notes will provide for an annual all-in interest rate not to exceed 10% and will not mature before December 31, 2015. The Notes will also be guaranteed by each of the Debtors' corporate subsidiaries and affiliates. Mesa may issue additional notes -- Bondholder Notes -- to holders of the 2012, 2023 and 2024 Notes on terms identical to the Notes, provided that (1) the total principal of the Notes will not exceed the sum of $76,500,000 and the amount of Notes issued to US Airways, and (2) the principal amount of Notes issued to US Airways will remain 55/610ths of the aggregate principal amount of the Notes. Up to $21,000,000 of the Bondholder Notes may continue to be guaranteed by Nilchii, which owns Mesa's interest in Spirit Airlines, or obtain some other structural payment and collection preference related to Nilchii, provided that any of the Spirit Proceeds in excess of the amount necessary to redeem the Bondholder Notes will be used first to pay down the Notes held by US Airways, second to pay down the Notes held by Mesa's general unsecured creditors, and third to pay down the Notes held by management. (j) The Mesa Plan will provide for the issuance of a single class of common stock -- (1) 80% to the Debtors' unsecured creditors, (2) 10% to the Debtors' management, and (3) 10% to US Airways, subject to an investor rights agreement that must be finalized before Court approval of the Debtors' Disclosure Statement. (k) The Amendment is subject to conditions precedent associated with confirmation of the Mesa Plan. A redacted copy of the Term Sheet is available at no charge at: http://bankrupt.com/misc/Mesa_TermSheetUSAirAgrAm101810.pdf The Debtors ask the Court, through a separate filing, for authority to file under seal the unredacted Term Sheet, which contains certain confidential and commercially sensitive information. The US Airways Agreement currently affects approximately 145 flight routes, serving approximately 68 cities throughout the United States, predominantly in the Phoenix, Arizona and Charlotte, North Carolina hubs. The Debtors currently operate approximately 51 aircraft under the US Airways Agreement. The Debtors currently utilize approximately 443 aircraft pilots, 356 flight attendants, and more than 893 maintenance, customer service and support staff, to provide services under or in connection with the US Airways Agreement. Ms. Grassgreen notes that US Airways is the Debtors' largest customer and represents approximately 70% of the revenue generated by the Debtors. "The US Airways Agreement is a critical piece of the Debtors' reorganization and it is imperative that the Debtors maintain and continue their relationship with US Airways," Ms. Grassgreen asserts. For that reason alone, she continues, rejection of the US Airways Agreement is simply not an option. Ms. Grassgreen clarifies that the Court is not being asked to make a finding at this time as to whether there are any existing defaults under the US Airways Agreement because US Airways is consenting to the relief sought by the Debtors in the motion. In the event that the conditions to effectiveness of the US Airways do not occur, however, the Debtors and US Airways reserve all of their rights in this regard. The Debtors believe they are current under the US Airways Agreement. Subject to the entry of an order authorizing the assumption of the US Airways Agreement, the Debtors will continue to honor the US Airways Agreement in the ordinary course of business. The Debtors also seek a waiver of the 14-day stay of an order authorizing the use, sale or lease of property under Bankruptcy Rule 6004(h) to the extent the rule applies. Michael J. Lotz, president of the Debtors, submitted a declaration in support of the Debtors' Motion. According to Mr. Lotz, the relief sought in the Motion is essential to the Debtors' successful restructuring, and that the Motion should be approved. A hearing on the motion is scheduled for November 18, 2010, at 10:00 a.m., prevailing Eastern Time. The hearing on the Debtors' motion to file the Term Sheet under seal has been continued to November 18, 2010. Responses or objections to the Motion are due by November 11, 2010, at 4:00 p.m. If an objection to the Motion is not received by the deadline, the relief requested will be deemed unopposed, and the Court may enter an order granting the relief sought without a hearing. 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). METRO-GOLDWYN-MAYER: Receives Court Approval of First Day Motions ----------------------------------------------------------------- Metro-Goldwyn-Mayer Inc. disclosed that the U.S. Bankruptcy Court for the Southern District of New York has granted approval of MGM's "First Day Motions" as part of the Company's voluntary filing for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Approval of these motions will help MGM to continue to operate in the ordinary course of business during the reorganization process. Among the first day motions granted today, MGM received approval to continue to pay its employees, vendors, participants, guilds and licensors in the ordinary course of business during the Chapter 11 process, for both pre-petition and post-petition obligations. The Court also scheduled the reorganization plan confirmation hearing for December 2, 2010. MGM's cases are being presided over by the Honorable Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York. MGM's jointly administered case number is 10-15774 (SMB). On November 3, 2010, MGM and approximately 160 of its affiliates filed Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of New York to seek confirmation of its pre- packaged reorganization plan which would dramatically reduce its debt load and put the Company in a stronger position to execute its business strategy. The Company's restructuring counsel are Skadden, Arps, Slate, Meagher & Flom LLP and Klee, Tuchin, Bogdanoff & Stern LLP, its restructuring advisor is Zolfo Cooper, and its financial advisor is Moelis & Company. About Metro-Goldwyn-Mayer Studios Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/-- -- is actively engaged in the worldwide production and distribution of motion pictures, television programming, home video, interactive media, music, and licensed merchandise. The company owns the world's largest library of modern films, comprising around 4,100 titles. Operating units include Metro- Goldwyn-Mayer Studios Inc., Metro-Goldwyn-Mayer Pictures Inc., United Artists Films Inc., MGM Television Entertainment Inc., MGM Networks Inc., MGM Distribution Co., MGM International Television Distribution Inc., Metro-Goldwyn-Mayer Home Entertainment LLC, MGM ON STAGE, MGM Music, MGM Consumer Products and MGM Interactive. In addition, MGM has ownership interests in domestic and international TV channels reaching over 130 countries. As of September 30, 2010, the Debtors' unaudited consolidated financial statements, as prepared in accordance with accounting principles generally accepted in the United States for interim financial statements, included $2,673,772,000 in total assets and $3,451,493,000 in total liabilities Excluding certain adjustments made by the Company in accordance with GAAP, the Debtors' total outstanding liabilities would be $5,766,721,000, which includes the total face value of outstanding principal and accrued, but unpaid, interest under the Credit Agreement and interest rate swap agreements. Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3 filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774), to seek confirmation of their "pre-packaged" plan of reorganization. Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York, serves as bankruptcy counsel to the Debtors. Klee, Tuchin, Bogdanoff & Stern LLP is the legal counsel. Moelis & Company is the financial advisor. Donlin Recano & Company, Inc., is the claims and notice agent. CAIR Management, LLC, Stephen F. Cooper, and Zolfo Cooper Management LLC, is the Debtors' management service providers. METRO-GOLDWYN-MAYER: Wants 60 Days Extension for Schedules ---------------------------------------------------------- Metro-Goldwyn-Mayer Studios Inc. and its affiliated debtors ask the Court to give them 60 more days to file their schedules of assets and liabilities and statement of financial affairs. Section 521 of the Bankruptcy Code and Rule 1007 of the Federal Rules of Bankruptcy Procedure require a debtor to file its (i) schedules of assets and liabilities; (ii) schedules of current income and expenditures; (iii) schedules of executory contracts and unexpired leases; and (iv) statements of financial affairs within 15 days after its bankruptcy filing. The proposed extension, if approved, would give the Debtors 74 days from the petition date to file their schedules and statements if a restructuring plan is not effectuated by that date. Jay Goffman, Esq., at Skadden Arps Slate Meagher & Flom LLP, in New York, says the proposed extension is reasonable given the limited employees available to prepare the documents and the "substantial burdens" already imposed on the management by the filing of the Debtors' bankruptcy cases. Mr. Goffman also asks the Court to waive the requirement to file the schedules and statements in case the Debtors' restructuring plan is confirmed and becomes effective prior to the deadline. The Debtors also seek a court ruling authorizing the filing of their monthly operating reports on a consolidated basis and terminating the requirement to file those reports upon confirmation of their restructuring plan. Notice Procedures The Debtors propose to implement a process governing the filing of court papers in their Chapter 11 cases as well as the filing of complaints or other pleadings in any adversary proceeding commenced in their bankruptcy cases. Under the proposed process, hard copies of court filings including notices, motions and applications, and adversary pleadings will be served by overnight mail, U.S. mail, courier, or hand delivery to all parties to the contested matter or adversary proceeding as well as to these entities included in the master service list: (1) the Debtors, c/o Metro-Goldwyn-Mayer Studios Inc., 10250 Constellation Boulevard, Los Angeles, CA 90067-6421, Attn: Barbara Van Sickle; (2) counsel to the Debtors, (i) Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, NY 10036, Attn: Jay M. Goffman (Jay.Goffman@skadden.com), and (ii) Skadden, Arps, Slate, Meagher & Flom LLP, 300 South Grand Avenue, Suite 340 Los Angeles, CA 90071, Attn: Glenn S. Walter (Glenn.Walter@skadden.com); (3) counsel to the Debtors, Klee, Tuchin, Bogdanoff & Stern LLP, 1999 Avenue of the Stars, 39th Floor, Los Angeles, CA 90067, Attn: Michael L. Tuchin (mtuchin@ktbslaw.com); (4) the Office of the United States Trustee, 33 Whitehall Street, 21st Floor, New York, NY 10004; (5) the Debtors' 50 largest unsecured creditors, or if any official committee of unsecured creditors has been appointed, counsel to such committee; (6) counsel to any other official committee appointed; and (7) counsel to JPMorgan Chase Bank, N.A., the administrative agent under the Debtors' prepetition credit agreement, Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, NY 10017-3954, Attn: Peter V. Pantaleo and Nicholas Baker. Skadden Arps will also receive electronic copies of court filings and adversary pleadings. All parties other than those on the master service list will be served with electronic copies through e-mail. Under the proposed process, any entity submitting a court document will be required to serve only a notice of that document by e-mail on all parties that filed a notice of appearance or a request for notice. The notice must include the title of the document, the time and the date of any objection deadline and the hearing, and an indication that the document may be obtained upon request to the filing party. All responses to the court filings need only be served by overnight mail, U.S. mail, courier, or hand delivery on the counsel that submitted and served those filings and those entities included in the master service list. All timely filed notice of requests for copies of court filings, responses and adversary pleadings will be accommodated. Any party that files a notice of request for copies of those documents will be served with notices of filings in the Debtors' cases. About Metro-Goldwyn-Mayer Studios Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/-- -- is actively engaged in the worldwide production and distribution of motion pictures, television programming, home video, interactive media, music, and licensed merchandise. The company owns the world's largest library of modern films, comprising around 4,100 titles. Operating units include Metro- Goldwyn-Mayer Studios Inc., Metro-Goldwyn-Mayer Pictures Inc., United Artists Films Inc., MGM Television Entertainment Inc., MGM Networks Inc., MGM Distribution Co., MGM International Television Distribution Inc., Metro-Goldwyn-Mayer Home Entertainment LLC, MGM ON STAGE, MGM Music, MGM Consumer Products and MGM Interactive. In addition, MGM has ownership interests in domestic and international TV channels reaching over 130 countries. As of September 30, 2010, the Debtors' unaudited consolidated financial statements, as prepared in accordance with accounting principles generally accepted in the United States for interim financial statements, included $2,673,772,000 in total assets and $3,451,493,000 in total liabilities Excluding certain adjustments made by the Company in accordance with GAAP, the Debtors' total outstanding liabilities would be $5,766,721,000, which includes the total face value of outstanding principal and accrued, but unpaid, interest under the Credit Agreement and interest rate swap agreements. Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3 filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774), to seek confirmation of their "pre-packaged" plan of reorganization. Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York, serves as bankruptcy counsel to the Debtors. Klee, Tuchin, Bogdanoff & Stern LLP is the legal counsel. Moelis & Company is the financial advisor. Donlin Recano & Company, Inc., is the claims and notice agent. CAIR Management, LLC, Stephen F. Cooper, and Zolfo Cooper Management LLC, is the Debtors' management service providers. MGM RESORTS: Not Part of, Affected by, MGM Studios' Woes -------------------------------------------------------- MGM Resorts International wants to clarify for investors, customers and vendors, particularly those overseas, that it is not affiliated with MGM Studios. MGM Studios is a completely separate entity with no common ownership. MGM Studios, a privately held, independent company, filed for bankruptcy on Nov. 3, 2010. The filing has no impact whatsoever on MGM Resorts International. MGM Resorts International (NYSE: MGM) -- http://www.mgmresorts.com/-- has significant holdings in gaming, hospitality and entertainment, owns and operates 15 properties located in Nevada, Mississippi and Michigan, and has 50% investments in four other properties in Nevada, Illinois and Macau. The Company's balance sheet at June 30, 2010, showed $19.98 billion in total assets, $1.19 billion in total current liabilities, $2.65 billion in deferred income taxes, $13.04 billion in long-term debt $243.29 million in other long- term obligations, and $2.85 billion in total stockholders' equity. * * * As reported by the Troubled Company Reporter on October 18, 2010, Standard & Poor's Ratings Services revised its rating outlook on MGM Resorts to stable from developing. At the same time, S&P affirmed all of its existing ratings on MGM, including the 'CCC+' corporate credit rating. The 'CCC+' corporate credit rating reflects MGM's significant debt burden, S&P's expectation for meaningful declines in cash flow generation in 2010, and the company's weak liquidity position. While MGM maintains a leading presence on the Las Vegas Strip, 2010 will be another challenging year for the Strip, and prospects for a meaningful rebound in 2011 are uncertain. The recent pricing of the primary offering of common stock has bolstered liquidity; however, the company's ability to weather the current downturn and continue to service its debt obligations over the longer term relies on continued progress toward addressing its challenging debt maturity schedule, as well as a substantial rebound in cash flow generation. The TCR also reported that Fitch Ratings revised the Rating Outlook for MGM Resorts to Positive following the company's equity issuance. In addition, Fitch affirmed these ratings: Issuer Default Rating at 'CCC'; Senior secured notes due 2013, 2014, 2017, and 2020 at 'B+/RR1'; Senior credit facility at 'B-/RR3'; Senior unsecured notes at 'CCC/RR4'; Convertible senior notes due 2015 at 'CCC/RR4'; and Senior subordinated notes at 'C/RR6'. MGM's 'CCC' IDR continues to reflect a credit profile with substantial credit risk. MGM's probability of default still displays a high sensitivity to an uninterrupted recovery in the Las Vegas market, significant reliance on a favorable refinancing and capital markets environment due to its heavy debt maturity schedule, a highly leveraged balance sheet despite potential debt reduction from the equity issuance, and a weak near-term free cash profile. In addition, MGM's obligation under the CityCenter completion guarantee continues to escalate, and Fitch believes the company is currently under-investing in its properties, which will likely impact asset quality. According to the Troubled Company Reporter on Oct. 27, 2010, Standard & Poor's Ratings Services assigned its 'CCC+' issue-level rating to Las Vegas-based casino operator MGM Resorts International's proposed $500 million senior notes due 2016. In addition, S&P assigned the notes a recovery rating of '4', indicating its expectation of average (30% to 50%) recovery for noteholders in the event of a payment default. The company will use proceeds from the notes offering to repay a portion of the $1.2 billion owed to lenders under its senior secured credit facility that have not elected to extent their commitments beyond the existing maturity date of October 2011. Fitch Ratings has assigned a rating of 'CCC/RR4' to MGM Resorts International's proposed $500 million senior unsecured notes due 2016. MONEYGRAM INT'L: Posts $10 Million Net Income for 3rd Qtr. 2010 --------------------------------------------------------------- MoneyGram International Inc. reported financial results for the third quarter of 2010. Net income for the quarter was $10.0 million and EBITDA was $57.3 million. Both net income and EBITDA were impacted by $7.2 million of stock-based compensation, $1.8 million of legal accruals primarily related to various shareholder litigation matters, and $1.6 million of restructuring and reorganization costs. Net income was also impacted by a $1.6 million write off of deferred financing costs and debt discount related to a $30.0 million debt prepayment in the quarter. The Company's balance sheet at Sept. 30, 2010, showed $5.26 billion in total assets, $5.23 billion in total liabilities, and stockholder's equity of $927.58 million. "MoneyGram delivered solid financial performance in the third quarter," said Pamela H. Patsley, MoneyGram chairman and chief executive officer. "We saw continued strength in our core money transfer business, made important investments in our global brand, and increased our capabilities through expanded relationships around the world. Additionally, we increased margin across the business through efficiency gains and expense management initiatives and improved our capital structure by paying down an additional $30 million in outstanding debt." Balance Sheet Items During the quarter, MoneyGram prepaid $30 million on its Senior Tranche B Loan under its Senior Facility. Including this payment, the Company has paid down $277 million, or 28%, of its debt since Jan. 1, 2009. The Company ended the quarter with $716.3 million in outstanding debt principal and assets in excess of payment service obligations of $290.4 million. A full-text copy of the earnings release is available for free at http://ResearchArchives.com/t/s?6d5c About Moneygram International MoneyGram International, Inc. (NYSE: MGI) -- http://www.moneygram.com/-- is a leading global payment services company. The Company's major products and services include global money transfers, money orders and payment processing solutions for financial institutions and retail customers. MoneyGram is a New York Stock Exchange listed company with 203,000 global money transfer agent locations in 191 countries and territories. The Company's balance sheet as of June 30, 2010, showed $5.461 billion in total assets, $5.450 billion in total liabilities, $929.2 million in total mezzanine equity, and a stockholders' deficit of $918.0 million. * * * According to the Troubled Company Reporter on July 1, 2010, Fitch Ratings has affirmed the Issuer Default Ratings for MoneyGram International Inc. and MoneyGram Payment Systems Worldwide, Inc., at 'B+'. Outlook is stable. Fitch noted that the ratings could be negatively impacted by further declines in remittance volumes driven by macro economic factors or decreases in migrant labor populations worldwide. MOO TOWN: Section 341(a) Meeting Scheduled for Dec. 3 ----------------------------------------------------- The U.S. Trustee for Region 6 will convene a meeting of Moo Town Dairy, LLC's creditors on December 3, 2010, at 11:30 a.m. The meeting will be held at 2000 E. Spring Creek Parkway, Plano, TX 75074. 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. Como, Texas-based Moo Town Dairy, LLC, currently owns and operates a dairy farming operation located in Northeast Texas. It filed for Chapter 11 bankruptcy protection on October 25, 2010 (Bankr. E.D. Tex. Case No. 10-43676). Robert T. DeMarco, Esq., and Michael S. Mitchell, Esq., at Demarco-Mitchell, PLLC, assist the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million. MOO TOWN: Taps Demarco-Mitchell as Bankruptcy Counsel ----------------------------------------------------- Moo Town Dairy, L.L.C., asks for authorization from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Demarco-Mitchell, PLLC, as banrkuptcy counsel. Demarco-Mitchell will: (a) take necessary action to protect and preserve the Estate, including the prosecution of actions on its behalf, the defense of any actions commenced against it, negotiations concerning all litigation in which it is involved, and objecting to claims; (b) prepare motions, applications, answers, orders, reports, and papers in connection with the administration of the estate herein; (c) formulate, negotiate, and propose a plan of reorganization; and (d) perform all other necessary legal services in connection with these proceedings. Demarco-Mitchell will be paid based on the hourly rates of its personnel: Robert T. DeMarco $350 Michael S. Mitchell $300 Carrie Paquin, Paralegal $75 Barbara Drake, Paralegal $100 Michael S. Mitchell, Esq., a member at Demarco-Mitchell, assures the Court that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Como, Texas-based Moo Town Dairy, LLC, currently owns and operates a dairy farming operation located in Northeast Texas. It filed for Chapter 11 bankruptcy protection on October 25, 2010 (Bankr. E.D. Tex. Case No. 10-43676). The Debtor estimated its assets and debts at $10 million to $50 million. MOO TOWN: Gets Court's Interim Nod to Use Cash Collateral --------------------------------------------------------- Moo Town Dairy, L.L.C., and Rene H. Coumans sought and obtained interim authorization from the Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas to use the cash collateral until November 8, 2010. The Bank of the West, through the credit facility it entered into with the Debtors, accounts for approximately $8,235,000 of the Debtors' debt. Robert T. DeMarco, Esq., at DeMarco Mitchell, PLLC, explained that the Debtors need the money to fund their Chapter 11 case, pay suppliers and other parties. The Debtors will use the collateral pursuant to a budget, a copy of which is available for free at: http://bankrupt.com/misc/MOO_TOWN_budget.pdf In exchange for using the cash collateral, the Debtors will grant the Secured Lender replacement security liens on and replacement liens on all of the Debtors' real and personal property. The Debtors will maintain adequate general liability insurance and will name the Secured Lender as an additional insured on all insurance policies. The Debtors will supply the Secured Lender with copies of its schedules, statements of financial affairs, and monthly operating reports. The Court has set a final hearing for November 8, 2010, at 9:45 a.m. on the Debtors' request to use cash collateral. Como, Texas-based Moo Town Dairy, LLC, currently owns and operates a dairy farming operation located in Northeast Texas. It filed for Chapter 11 bankruptcy protection on October 25, 2010 (Bankr. E.D. Tex. Case No. 10-43676). Robert T. DeMarco, Esq., and Michael S. Mitchell, Esq., at Demarco-Mitchell, PLLC, assist the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million. MOONLIGHT BASIN: Plan Exclusivity Period Extended to May 16 ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Montana issued on September 30, 2010, an amended order extending Moonlight Basin Ranch LP and debtor affiliate Moonlight Lodge, LLC's exclusivity period to May 16, 2011, and the plan acceptance deadline to August 15, 2011. As reported in the Troubled Company Reporter on July 13, 2010, the Bankruptcy Court previously entered an order extending Moonlight Basin Mezz LLC's exclusive periods to file and solicit acceptances for the proposed Chapter 11 Plan until December 1, 2010, and May 1, 2011, respectively. About Moonlight Basin Ennis, Montana-based Moonlight Basin Ranch LP is a golf and ski resort in Montana. The Company filed for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Mont. Case No. 09-62327). Craig D. Martinson, Esq., and James A. Patten, Esq., who have offices in Billings, Montana, assist the Debtor in its restructuring effort. The Company estimated $100 million to $500 million in assets and $50 million to $100 million in debts. Debtor-affiliate Moonlight Lodge, LLC, also filed a separate Chapter 11 petition (Bankr. D. Mont. Case No. 09-62329) on November 18, 2009. The company estimated $10 million to $50 million in assets and $50 million to $100 million in debts. NATIONAL CENTURY: UAT Files Report for September 30 Qtr. -------------------------------------------------------- Current Paid to Balance Quarter Date Due ------- ------- ------- A. FEES AND EXPENSES: 1. Trustee Compensation - - - 2. Fees for Attorney for Trustee - - - 3. Fee for Attorney for Debtor $144,549 $16,007,023 - 4. Other professionals 63,162 11,715,598 - 5. All expenses, including trustee 233,319 22,925,118 - B. DISTRIBUTIONS: 6. Secured Creditors - - - 7. Priority Creditors - - - 8. Unsecured Creditors - 205,936,188 - 9. Equity Security Holders - - - 10. Other Payments or Transfers - - - ---------- ----------- ---------- Total Plan Payments $441,029 $256,583,928 - ========== =========== ========== About National Century Headquartered in Dublin, Ohio, National Century Financial Enterprises, Inc. -- http://www.ncfe.com/-- was the largest issuer of medical accounts receivable asset backed securities in the United States before it collapsed in bankruptcy in November 2002 amid allegations of widespread fraud and misappropriation of assets. To date, 10 senior executives of the company have been convicted or pled guilty to federal charges of conspiracy, securities fraud, wire fraud, and money laundering arising out of the NCFE securitization program. NCFE -- through the CSFB Claims Trust, the Litigation Trust, the VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is in the midst of liquidating estate assets. The Company filed for Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235). The Court confirmed the Debtors' Fourth Amended Plan of Liquidation on April 16, 2004. Paul E. Harner, Esq., at Jones Day, represented the Debtors. Bankruptcy Creditors' Service, Inc., publishes NATIONAL CENTURY BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by National Century Financial Enterprises Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) NATIONAL CENTURY: VI/XII Trust Files Report for Sept. 30 Qtr. ------------------------------------------------------------- Current Paid to Balance Quarter Date Due ------- ------- ------- A. FEES AND EXPENSES: 1. Trustee Compensation - - - 2. Fees for Attorney for Trustee - - - 3. Fee for Attorney for Debtor $18,769 $9,618,033 - 4. Other professionals 39,223 5,266,754 - 5. All expenses, including trustee 2,517 12,124,899 - B. DISTRIBUTIONS: 6. Secured Creditors - 494,353,519 - 7. Priority Creditors - - - 8. Unsecured Creditors - - - 9. Equity Security Holders - - - 10. Other Payments or Transfers 57,750 54,245,992 - ---------- ----------- ---------- Total Plan Payments $118,259 $575,609,197 - ========== =========== ========== About National Century Headquartered in Dublin, Ohio, National Century Financial Enterprises, Inc. -- http://www.ncfe.com/-- was the largest issuer of medical accounts receivable asset backed securities in the United States before it collapsed in bankruptcy in November 2002 amid allegations of widespread fraud and misappropriation of assets. To date, 10 senior executives of the company have been convicted or pled guilty to federal charges of conspiracy, securities fraud, wire fraud, and money laundering arising out of the NCFE securitization program. NCFE -- through the CSFB Claims Trust, the Litigation Trust, the VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is in the midst of liquidating estate assets. The Company filed for Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235). The Court confirmed the Debtors' Fourth Amended Plan of Liquidation on April 16, 2004. Paul E. Harner, Esq., at Jones Day, represented the Debtors. Bankruptcy Creditors' Service, Inc., publishes NATIONAL CENTURY BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by National Century Financial Enterprises Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) NCL CORPORATION: S&P Assigns 'B' Rating to $200 Mil. Notes ---------------------------------------------------------- Standard & Poor's Ratings Services assigned NCL Corporation Ltd.'s proposed $200 million senior notes due 2018 its 'B' issue-level rating (at the same level as S&P's 'B' corporate credit rating on the company). S&P also assigned a recovery rating of '4' to these notes, indicating its expectation of average (30% to 50%) recovery for lenders in the event of a payment default. The company plans to use proceeds from the proposed notes to repay portions of certain of its secured debt obligations. The proposed notes will be senior unsecured obligations of NCL and will not be guaranteed by any of its subsidiaries. As a result, the notes will be effectively subordinated to existing and future secured indebtedness to the extent of the value of the assets securing these obligations, as well as to existing and future indebtedness and other liabilities of the company's subsidiaries to the extent that there is any residual value at these subsidiaries. However, NCL has stated to Standard & Poor's that substantially all of its operating liabilities reside at a subsidiary that acts as the "operating" company for the subsidiaries that own its ships. Since there are no ship assets at the operating subsidiary, S&P has assumed that in a bankruptcy, this subsidiary's liabilities would become senior unsecured claims at the parent level and treated pari passu with the proposed senior notes. In addition, S&P has excluded the advanced ticket sale liabilities at this subsidiary from its recovery analysis based on the assumption that the ships would continue to operate while in bankruptcy and the liabilities would be satisfied. In S&P's simulated default scenario for NCL, S&P has assumed that the various secured lenders would likely pursue the specific collateral pledged to them and, as a result, the company would be liquidated. In arriving at the value available to the proposed senior notes, S&P discounted the summary ship appraisals prepared for NCL by third parties and deducted the recovery value of the debt obligations secured by the ships. The residual value would then be available to the senior notes, as well as to the parent and guaranteed subsidiary secured debt not satisfied by collateral and to the nondebt liabilities of the operating subsidiary and the parent. (For the complete recovery analysis, see Standard & Poor's recovery report on NCL, to be published on RatingsDirect as soon as possible following the release of this report.) S&P's corporate credit rating on NCL is 'B' and the rating outlook is positive. S&P revised the outlook to positive from stable on Oct. 27, reflecting the potential for an accelerated pace of improvement in credit measures in 2011, stemming from the use of potential IPO proceeds for debt reduction. Ratings List NCL Corporation Ltd. Corporate Credit Rating B/Positive/-- New Rating $200M sr nts due 2018 B Recovery Rating 4 NETWORK COMMUNICATIONS: Lenders Extend Forbearance Until Nov. 30 ---------------------------------------------------------------- As a result of continued challenges in the markets that it serves, the lack of a rebound in revenue and the inability to secure a new revolving loan facility to replace the current commitment that expires in November 2010, Network Communications, Inc. elected not to make the June 1, 2010 interest payment of approximately $9.4 million on its 10-3/4% Senior Notes due 2013. As a result of missing payment, the Company's senior secured lenders accelerated all amounts outstanding under the Company's revolving and term loan credit agreements, which in turn triggered an event of default under the Senior Notes indenture and the senior subordinated credit agreement. The Company's total debt outstanding, excluding unamortized discounts, is approximately $297.0 million. The Company is unable to pay the outstanding debt if it is called. The Company and its parent, Gallarus Media Holdings, Inc., obtained an agreement from its secured lenders dated June 1, 2010, permitting it to have continued access to and use of its cash as it works with its stakeholders to restructure its balance sheet. The Agreement, as amended, was to expire October 29, 2010. On October 29, 2010, the Company and its parent, Gallarus Media Holdings, Inc., entered into a sixth amendment to Agreement, dated October 29, 2010, by and among the Company, the lenders party thereto, Toronto Dominion (Texas) LLC, as Administrative Agent under the Company's revolving credit agreement and under the Company's senior term loan agreement and as Collateral Agent for the lenders thereunder, and certain other parties thereto to amend the Agreement dated June 1, 2010 such that the definition of "Transaction Event" therein was changed from June 20, 2010, to November 30, 2010. All other terms remain the same. The Company expects to have sufficient cash on hand to fund normal course operations as restructuring negotiations progress. As of October 29, 2010, (i) the aggregate outstanding principal amount of all "Loans" under the Company's Senior Revolving Loan Agreement is $6 million; (ii) the aggregate "L/C Exposure" existing under the Senior Revolving Loan Agreement is $0; and (iii) the aggregate outstanding principal amount of all "Loans" under the Senior Term Loan Agreement is $67.791 million. The Company's Senior Revolving Lender is Wells Fargo Capital Finance, Inc. The Company's Senior Term Lenders are: -- Wells Fargo Capital Finance, Inc.; -- NATIXIS; -- Invesco Van Kampen Senior Loan Fund; -- Invesco Prime Income Trust; and -- Invesco Van Kampen Senior Income Trust A copy of the Sixth Amendment is available at http://is.gd/gH0fE The Company also noted that, as a result of its annual assessment for impairment of goodwill, indefinite-lived intangible assets and long-lived assets, it determined, on July 30, 2010, that it had an impairment loss and recorded a charge of $145.5 million in the fourth quarter of the fiscal year ended March 28, 2010. The impairment loss is comprised of $105.1 million for impairment of goodwill, $700,000 for impairment of its indefinite-lived intangible assets, $38.8 million for impairment on definite-lived intangible assets, and $900,000 for impairment of property, equipment and computer software. The impairment is related to the decline in the Company's expectations and estimates for future growth in its revenue and operating income. About Network Communications Lawrenceville, Ga.-based Network Communications, Inc., is a local media company providing lead generation, advertising and internet marketing services to the housing industry. The Company's brands are Apartment Finder, The Real Estate Book, DigitalSherpa, Unique Homes, New England Home and Atlanta Homes & Lifestyles. The Company's balance sheet at December 6, 2009, showed $362.4 million in total assets, $330.3 million in total liabilities, and stockholders' equity of $32.1 million. NORFOLK CEI: Case Summary & Largest Unsecured Creditor ------------------------------------------------------ Debtor: Norfolk CEI, LLC 5 Phillips Way Norfolk, MA 02056 Bankruptcy Case No.: 10-22025 Chapter 11 Petition Date: November 2, 2010 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Joan N. Feeney Debtor's Counsel: Natalie B. Sawyer, Esq. HANIFY & KING, P.C. One Beacon Street, 21st Floor Boston, MA 02108 Tel: (617) 423-0400 E-mail: nbs@hanify.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Town of Norfolk Unknown 1 Liberty Lane Attn: Cheryl Kelley Norfolk, MA 02056 The petition was signed by Peter C. Bank, manager. Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Boston CEI, LLC 10-16502 06/15/10 IAG, LLC 10-22021 11/02/10 NORTH AMERICAN PETROLEUM: Petroflow Energy Files Schedules ---------------------------------------------------------- Petroflow Energy Ltd., the parent company of North American Petroleum Corporation USA and Prize Petroleum, LLC, filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------------ ------------ A. Real Property Unknown B. Personal Property $17,083 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $105,813,485 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $3,043,562 ------------ ------------ TOTAL $17,083 $108,857,047 About North American Petroleum Denver, Colorado-based North American Petroleum Corp. USA is a natural gas driller. North American Petroleum and Prize Petroleum are subsidiaries of Petroflow Energy Ltd. North American Petroleum sought Chapter 11 protection on May 25, 2010 (Bankr. D. Del. Case No. 10-11707). In its schedules, North American Petroleum disclosed $140,678,983 in total assets and $125,595,183 in total 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. These cases are being jointly administered for procedural purposes, under the case docket for North American Petroleum Corporation USA, Case No. 10-11707. On August 20, 2010, Petroflow Energy Ltd., the parent company of North American Petroleum Corporation USA and Prize Petroleum, LLC, filed a petition in the U.S. Bankruptcy Court for the District of Delaware seeking relief under Chapter 11 of the Bankruptcy Code (Case No. 10-12608). On September 10, 2010, the Bankruptcy Court granted permission for Petroflow's Chapter 11 case to be jointly administered with those of its two Chapter 11 debtor-affiliates. On September 17, 2010, Petroflow received recognition of the U.S. Chapter 11 proceedings from the Alberta Court of Queen's Bench under the Companies' Creditors Arrangement Act in Canada. In its petition, Petroflow disclosed assets and debts of between $100 million and $500 million each. David R. Seligman, Esq., Ryan Blaine Bennett, Esq., and Paul Wierbicki, Esq., at Kirkland & Ellis LLP, in Chicago, serve as lead bankruptcy counsel. Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg LLP in Wilmington, Del., and Morton R. Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, in Philadephia, Pa., serve as the Debtors' co-counsel. Kinetic Advisors LLC is the Debtors' financial advisor. Epiq Bankruptcy Solutions, LLC, is the Debtors' notice, claims and balloting agent. NOWELL DILLE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Joint Debtors: Nowell Lynn Dille aka Lynn Dille fdba Mountain West Components, Mountain West Forest Products, Mountain West Transport, and Dille Farms Dienna Lyn Dille aka Dea Dille 3302 North 4000 East Hansen, ID 83334 Bankruptcy Case No.: 10-41950 Chapter 11 Petition Date: November 1, 2010 Court: United States Bankruptcy Court District of Idaho (Twin Falls) Judge: Jim D. Pappas Debtor's Counsel: Brent T. Robinson, Esq. ROBINSON, ANTHON & TRIBE P.O. Box 396 Rupert, ID 83350 Tel: (208) 436-4717 Fax: (208) 436-6804 E-mail: btr@idlawfirm.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Joint Debtors' 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/idb10-41950.pdf OM FINANCIAL: Moody's Cuts Insurance Strength Rating to 'Ba1' ------------------------------------------------------------- Moody's Investors Service has downgraded OM Financial Life Insurance Company's insurance financial strength rating to Ba1, from Baa3. This rating action concludes the review for downgrade that was initiated on August 6, 2010, following the announcement that Old Mutual plc (senior debt at Baa1, stable outlook) had signed a definitive purchase agreement to sell its ownership interest in OMFLIC to affiliates of Harbinger Capital Partners LLC. Ratings Rationale Moody's said that the downgrade aligns OMFLIC's public rating with its stand-alone rating, which does not incorporate support from its current parent, Old Mutual. According to the rating agency, in a stress scenario, Harbinger would be less able to extend the same level of financial and strategic support that OMFLIC currently receives from Old Mutual. OMFLIC's rating is also constrained by its considerably weaker financial flexibility expected under its new ownership. Moody's Vice President and Senior Credit Officer, Ann Perry said, "Under Harbinger's ownership, OMFLIC's capital management, including dividend policy, use of reinsurance, and relative quality of capital, is likely to be more aggressive than in the past. In addition, there is execution risk associated with replacing certain existing reinsurance arrangements -- for reserves associated with term and universal life insurance business required by Regulation XXX and AXXX -- that provide capital relief." Moody's commented that the stable outlook assumes that OMFLIC will find a successful alternative for these reinsurance contracts. According to the rating agency, OMFLIC's rating incorporates the significant progress the company has made in the last year in de- risking its investment portfolio and clear improvements in its operations and risk management. Harbinger is a private investment firm specializing in event and distressed strategies with approximately $10 billion in assets under management. Harbinger's acquisition of OMFLIC for $350 million is subject to regulatory and other approvals and closing conditions, and is expected to close at, or around, year end 2010. Moody's said that these could place upward pressure on OMFLIC's rating: 1) investment losses of less than $20 million pre-tax in 2011; 2) NAIC RBC ratio remains above 350%; 3) sustained statutory return on capital exceeding 4%; 4) continued improvement in surrender activity following the close of the transaction and steady growth in profitably priced new business. The rating agency noted that a downgrade could occur if: 1) Harbinger's ability to provide support in a stress environment diminished significantly; 2) investment losses exceed $50 million pre-tax in 2011; 3) OMFLIC experienced a prolonged spike in surrenders; 4) OMFLIC fails to replace its existing reinsurance arrangements with a long-term solution; 5) RBC ratio declines below 300%. OMFLIC is an insurance company headquartered in Baltimore, Maryland. As of June 30, 2010, OMFLIC reported total statutory assets of about $16.4 billion and statutory capital of $903 million. Moody's insurance financial strength ratings are opinions on the ability of insurance companies to pay punctually their senior policyholder claims and obligations. OPTI CANADA: Posts US$46 Million Net Loss in Third Quarter ---------------------------------------------------------- OPTI Canada Inc. announced the Company's financial and operating results for the quarter ended September 30, 2010. The Company reported a net loss of $46.0 million for the three months ended Sept. 30, 2010, compared with net income of $12.0 million for the same period a year ago. The Company's balance sheet at Sept. 30, 2010, showed $3.95 billion in total assets, $2.89 billion in total liabilities, and stockholder's equity of $1.06 billion. "After 10 months of solid ramp-up following our turnaround in September of 2009, we experienced operational interruptions in the third quarter which affected production volumes and ramp-up. Third quarter operations did not meet our expectations. The Project is now back on-stream and our bitumen ramp-up continues," said Chris Slubicki, OPTI's President and Chief Executive Officer. "While we plan and work toward no further interruptions, we understand that the occasional interruption is not out of the ordinary especially in a new and large-scale plant such as Long Lake." "During the quarter, we were able to produce and sell Premium Synthetic Heavy through periods of Upgrader downtime when we were not producing Premium Sweet Crude. Planned well optimization work also took place throughout the quarter. These enhancements, along with the expected conversion of most of our remaining well pairs to production mode, will help us to increase our future bitumen production." "Recent bitumen production is exceeding peak levels established in July and is approximately 31,700 barrels per day (bbl/d), with 11,100 bbl/d net to OPTI. Our steam injection rates are also at all-time highs of approximately 163,000 bbl/d. We expect our steam and bitumen production to continue to ramp-up throughout the fourth quarter." "OPTI has a unique combination of current production, near term expansion and long term growth which supports our strategic alternatives process. In our ongoing review, we recognize that we require time to demonstrate the value of OPTI through continued ramp-up of the Project. We expect that net proceeds from the successful sale of US$400 million of First Lien Notes during the third quarter will provide us with the liquidity necessary to further demonstrate this value. We remain committed to our strategic process as we move into the fourth quarter and next year." A full-text copy of the earnings release is available for free at http://ResearchArchives.com/t/s?6d61 A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?6d62 About OPTI OPTI Canada Inc. is a Calgary, Alberta-based company focused on developing major oil sands projects in Canada using its proprietary OrCrude(TM) process. OPTI's common shares trade on the Toronto Stock Exchange under the symbol OPC. * * * OPTI Canada carries a 'CCC+' long-term corporate credit rating from Standard & Poor's Ratings Services. It has a 'Caa2' corporate family rating from Moody's Investors Service. "S&P base its decision to lower the ratings on the increasing financing burden associated with OPTI's debt and the widening gap between potential cash flow generation, and financing and spending obligations," said Standard & Poor's credit analyst Michelle Dathorne in August 2010, to explain S&P's downgrade of the corporate rating to 'CCC+' from 'B-'. "Our estimates of the operating cash flows necessary for the company to fund all required financing obligations and capital spending internally provide no allowances for production shortfalls or commodity-price weakness from now until 2012. This lack of financial flexibility is characteristic of a credit profile in the 'CCC' category," Ms. Dathorne added. PAHRUMP 37.65: Case Summary & Largest Unsecured Creditor -------------------------------------------------------- Debtor: PAHRUMP 37.65, LLC 8290 West Sahara Ave., Suite 186 Las Vegas, NV 89117 Bankruptcy Case No.: 10-30943 Chapter 11 Petition Date: November 2, 2010 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Linda B. Riegle Debtor's Counsel: Gerry G. Zobrist, Esq. GERRY G. ZOBRIST, LTD. 5440 West Sahara Ave. Ste 105 Las Vegas, NV 89146 Tel: (702) 656-5156 Fax: (702) 656-5157 E-mail: gerry@zobristlaw.com Scheduled Assets: $8,250,100 Scheduled Debts: $5,000,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Chicago Title Notice of Trustee's Unknown Foreclosure Department Sale 3993 Howard Hughes Pkwy Suite 120 Las Vegas, NV 89169 The petition was signed by Debbie Barnett, manager. PAJAAMCO FAMILY: Can Sell Leasehold Estate in Condominum Apt. 4129 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas has authorized PAJAAMCO Family Limited Partnership to sell free and clear of liens the Debtor's Leasehold Estate in Condominium Apartment No. 4129, Building "A" and Parking Space 4129, of Sea Island Tower Condominiums, a Condominium Regime in the Town of South Padre Island, Cameron County, Texas, with all liens attaching to the proceeds of sale. The Court also ordered the Debtor to pay all usual and customary closing fees and costs, including attorneys fees for closing the sale, as well as all assessed and unpaid ad valorem property taxes secured by the Property, homeowners association fees, mechanics and materialmen's liens and all valid liens against the Property. All real property taxes due and owing on the Property that are delinquent and unpaid as of the closing of the sale shall be paid at closing and that current year tax liens shall remain attached to the Property until all current year taxes are fully paid. Further, the claim of Inter National Bank secured by the Property shall be paid in full at closing. About PAJAAMCO Family Limited McAllen, Texas-based PAJAAMCO Family Limited Partnership, fdba Pajamco Family Limited Partnership, filed for Chapter 11 bankruptcy protection on January 4, 2010 (Bankr. S.D. Texas Case No. 10-70010). John Kurt Stephen, Esq., at Cardena Whitis and Stephen, assists the Debtor in its restructuring effort. The Company disclosed assets of $26,760,745, and debts of $15,664,200. PENN TRAFFIC: Bankruptcy Court Confirms Ch. 11 Liquidating Plan --------------------------------------------------------------- In a regulatory filing Tuesday, The Penn Traffic Company discloses that on October 29, 2010, the U.S. Bankruptcy Court for the District of Delaware entered an order confirming the Company's Chapter 11 plan of liquidation. The Company anticipates that the effective date of the Plan will be on or about November 1, 2010, provided certain conditions have been satisfied or waived. The Effective Date of the Plan will be the day that each of the following conditions have been satisfied or waived: (a) all actions, documents, and agreements necessary to implement the Plan and all transactions described in the Plan shall have been effected or executed, as applicable and (b) the Confirmation Order shall not have been stayed. The Plan is a liquidating plan that provides, among other things, for the liquidation of the Debtors' remaining assets by a Plan Administrator and for the satisfaction of all Allowed Claims. All existing Equity Interests in the Company will be canceled and extinguished and holders thereof will receive no distributions under the Plan. The Plan Administrator will reduce the assets of the Debtors to cash and distribute the cash first in full payment of any and all Allowed Administrative Claims, Allowed Professional Compensation Claims and Priority Tax Claims. The remaining balance of Estate Property will be distributed in accordance with the terms of the Plan. Each of the Debtors will be dissolved after liquidation is complete. The complete text of the Chapter 11 Plan of Liquidation is available for free at http://researcharchives.com/t/s?6d73 The complete text of the Confirmation Order is available for free at http://researcharchives.com/t/s?6d74 About Penn Traffic Syracuse, New York-based The Penn Traffic Company -- dba P&C Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets in Pennsylvania, upstate New York, Vermont, and New Hampshire under the Bilo, P&C and Quality trade names. The Company filed for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Del. Case No. 09-14078). Ann C. Cordo, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist the Company in its restructuring effort. Donlin Recano is the Company's claims agent. The Company disclosed $150,347,730 in assets and $136,874,394 in liabilities as of May 4, 2009. The Company's affiliates also filed separate Chapter 11 petitions -- Sunrise Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; P and C Food Markets, Inc. of Vermont; and P.T. Development, LLC. Following a bankruptcy court-sanctioned auction, Tops Markets LLC purchased almost all of Penn Traffic's stores as a going concern by paying $85 million cash. The sale was structured so Penn Traffic avoided a $72 million claim for pension plan termination and a $27 million claim by the principal supplier. PRMC, INC.: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: PRMC, Inc. 312 Keeton Road Richmond, VA 23227 Bankruptcy Case No.: 10-37590 Chapter 11 Petition Date: November 1, 2010 Court: U.S. Bankruptcy Court Eastern District of Virginia (Richmond) Judge: Kevin R. Huennekens Debtor's Counsel: Ronald Allen Page, Jr., Esq. RONALD PAGE, PLC 4860 Cox Road, Suite #200 Glen Allen, VA 23060 Tel: (804) 562-8704 Fax: (804) 482-2427 E-mail: rpage@rpagelaw.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 Zulfiqar M. Khan, president. PRUDENTIAL FINANCIAL: Fitch Lifts Subordinated Debt Rating ---------------------------------------------------------- Fitch Ratings has upgraded the Issuer Default Rating and senior debt ratings of Prudential Financial Inc. one notch to 'A-' and 'BBB+' respectively. The subordinated debt rating is also upgraded one notch to 'BBB-' from 'BB+'. Fitch has also upgraded the long-term IDR of Prudential Bank & Trust, FSB to 'A-' from 'BBB+' and the long-term deposit rating to 'A' from 'A-. At the same time, Fitch has affirmed the 'A+' Insurer Financial Strength rating of Prudential Insurance Company of America and all other PFI ratings. The Outlook for all ratings is Stable. A complete list of ratings is provided at the end of this release. These rating actions follow an updated review of PFI's leverage, liquidity, capitalization, investment results and earnings. The upgrade of PFI reflects the significant steps the group has taken to reduce its reliance on short-term debt, reduce overall leverage, and strengthen overall liquidity. PFI's short-term debt declined by $13 billion between year-end 2007 and June 30, 2010. Total debt outstanding, which combines operating and capital debt, was down 17% over the same period. The reduction in short-term debt was driven primarily by a significant decline in the use of commercial paper (CP) to fund subsidiary operations. Total outstanding CP was about $1 billion for PFI and Prudential Funding LLC combined at June 30, 2010, compared to $7 billion at year-end 2007. PFI has also reduced the capacity of its CP programs. Fitch believes the reduced reliance on CP reflects a change in PFI's financial management and not a temporary reduction in the use of short-term funding. PFI's equity-adjusted financial leverage, which incorporates primarily capital debt, was 25% as of June 30, 2010. This is expected to increase modestly over the near term due to funding associated with the company's pending acquisition of two Japanese life insurance subsidiaries from AIG, and is expected to close in the first quarter of 2011. Funding for the $4.8 billion transaction is expected to be sourced in part from the issuance of $1.2 billion of senior debt. (See related press release, 'Fitch Affirms Prudential Financial's Ratings on Acquisition Announcement, dated Sept. 30, 2010) PFI's Total Financing and Commitments ratio, which includes all debt, is expected to remain in the 1.3 times range. Fitch views PFI's liquidity as strong. In 2010, the company increased its minimum holding company cash balance from $300 million to $1 billion, which reflects approximately 18 months of fixed charge coverage. PFI's actual cash balance was $5.4 billion as of Sept. 30, 2010. The company has no significant debt maturities until 2012. The PB&T upgrades are due to the upgrade of PFI, the bank's parent. PB&T exists to provide retail deposit products and trust services to IRA rollover clients of Prudential Retirement, and it accepts mortgage escrow deposits from Prudential Mortgage Capital Company. Its ratings are therefore directly linked to those of PFI. The affirmation of PFI reflects the group's improved earnings, strong statutory capitalization and improved investment results. Fitch expects pre-tax adjusted operating income of over $3 billion in 2010 compared to just over $1 billion in 2009 excluding a one- time gain on the sale of the Wachovia joint venture. Fitch also expects net income of about $2 billion for the full year 2010. While not fully back to pre-crisis levels, this is approaching those levels. Fitch takes a positive view of the diversification of PFI's earnings and cash flows from domestic insurance, international insurance, and asset management. GAAP EBIT coverage of capital debt interest expense is expected to remain in the 5x- 6x range over the medium term. U.S. statutory capitalization was strong as of June 30, 2010. Fitch estimates that PICA's risk-based capital ratio was 501% after paying a $2.4 billion dividend to PFI in the second quarter, and the combined RBC, including Prudential Annuities and Life Assurance Co. was 530%. Prudential of Japan and Gibraltar solvency margins were strong at 1,339% and 1,135%, respectively, as of June 30, 2010. PICA's RBC is expected to end the year above 450%. The Stable Rating Outlook reflects, in part, Fitch's view that the company's exposure to future investment losses under Fitch's base case loss scenario is manageable in the context of the company's statutory capital and projected operating earnings. Fitch notes that investment losses realized in the first half of 2010 have declined significantly relative to the prior year, consistent with industry peers. PFI's consolidated fixed income investment portfolio was in a $6 billion net gain position at June 30, 2010. Fitch notes that PFI has experienced very strong growth in sales and market share in the U.S. variable annuities business. PFI's U.S. variable annuity sales increased by approximately 60% in 2009 while industry sales declined 19%. While Fitch recognizes the risk mitigants PFI has in place to manage the risks associated with its variable annuity business, it remains concerned about the volatility in earnings and capital requirements associated with this business. The affirmation of PB&T's individual rating of 'B/C' reflects continued strong capitalization, significant excess liquidity, and minimal risk appetite. Material deviation from these key rating expectations could cause a change in the ratings either positively or negatively: -- PICA's and PALAC'S RBC ratios well above 400% and 800% respectively for the full year 2010. -- Prudential of Japan's and Gibraltar's published solvency ratios under the new capital standards remain within rating expectations. -- Fitch's equity-adjusted leverage below 30%. -- TFC ratio in the range of 1.3x. -- Use of CP to fund subsidiary operations remains much lower than in pre-2009 periods (Fitch would expect to closely review the rationale for run-rate usage above 10% of total debt outstanding.) -- GAAP EBIT coverage of capital debt interest expense in the 5x to 6x range. Fitch has upgraded these ratings with a Stable Outlook: Prudential Financial, Inc. -- Long-term IDR to 'A-' from BBB+; -- Senior notes to 'BBB+' from 'BBB'; -- Junior subordinated notes to 'BBB-' from 'BB+'. Prudential Bank & Trust, FSB -- Long-term FC IDR to 'A-' from 'BBB+'; -- Long-term deposits to 'A' from 'A-'. Fitch has affirmed these ratings with a Stable Outlook: Prudential Financial, Inc. -- Short-term IDR at 'F2'; -- CP at 'F2'. Prudential Insurance Company of America -- IFS at 'A+'; -- Long-term IDR at 'A'; -- Surplus notes at 'A-'; -- Short-term IDR at 'F1'. Prudential Funding, LLC -- Medium-term notes at 'A'; -- CP at 'F1'. PRICOA Global Funding I -- Secured notes program at 'A+'. PRUCO Life Insurance Company Prudential Annuities Life Assurance Corp. Prudential Retirement Insurance & Annuity Company PRUCO Life Insurance Company of New Jersey -- IFS at 'A+'. Prudential Bank & Trust, FSB -- Short-term IDR at 'F2'; -- Short-Term deposit at 'F1'; -- Individual at 'B/C'; -- Support at '1'. QUICKEL BUILDING: Case Summary & 4 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Quickel Building, LLC 600 Central Ave SW #111 Albuquerque, NM 87102 Bankruptcy Case No.: 10-15548 Chapter 11 Petition Date: November 2, 2010 Court: United States Bankruptcy Court New Mexico (Albuquerque) Judge: Robert H. Jacobvitz Debtor's Counsel: Gerald R. Velarde, Esq. LAW OFFICE GERALD R. VELARDE, PC 2531 Wyoming Blvd NE Albuquerque, NM 87112-1027 Tel: (505) 248-1828 Fax: (505) 843-8369 E-mail: velardepc@hotmail.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nmb10-15548.pdf The petition was signed by Vincent J. Garcia, managing member. RCC NORTH: Plan Confirmation Hearing Scheduled for December 7 ------------------------------------------------------------- The Hon. Sarah S. Curley of the U.S. Bankruptcy Court for the District of Arizona will convene a hearing on December 7, 2010, at 11:00 a.m., to consider the confirmation of RCC North LLC's Plan of Reorganization, amended as of October 12. Any objections to the Plan confirmation, and written acceptances or rejections to the Plan are due five business days prior to the hearing date. A written report by the Plan Proponent must be filed three days prior to the hearing date. As reported in the Troubled Company Reporter on August 10, the Plan will be funded by operation of the property and a capital infusion in the amount of the new value by the Debtor's sole member, Raintree Corporate Center Holdings, LLC, or the successful bidder, if an auction is held. RCCH will place $250,000 in escrow in the trust account of the Debtor's bankruptcy counsel on or before the confirmation date. Treatment of Claims The secured claims of US Bank, N.A., as Trustee for the Registered Holders of Merrill Lynch Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through Certificates, Series 2006-C1, will be limited to the value of its collateral ($27,100,000), which US Bank asserts. The remainder of US Bank's Allowed Claim will be treated as a general unsecured claim in Class 5. Commencing on the effective date, the allowed secured claim of Maricopa County, Arizona, if any, will be paid in equal quarterly payments of principal and interest over a term of 1 year. Interest will accrue and will be paid at the statutory rate plus 2%. The allowed secured claim of the law firm of Fennemore Craig will include interest at the Plan rate from the date that the amount due and owing to Fennemore Craig first became 60 days past due until the effective date of the Plan. The Debtor will pay interest on Larson Allen's claim at the rate of 1.5% per month, Larson Allen's allowed secured claim will include interest at the Plan rate from the date that the amount due and owing to Larson Allen first became 60 days past due until the effective date of the Plan. Eye Level Holdings' reimbursement claim will be satisfied and paid in full by Eye Level Holdings setting off against the monthly rent owing by Eye Level Holdings to the Reorganized Debtor. The allowed unsecured claims in this Class will be treated as: i) allowed unsecured claims will share, pro rata, in a distribution of $500,000 in cash paid by the Reorganized Debtor, from the new value contribution, on the 90th day following the effective date of the Plan. ii) the Reorganized Debtor will issue to each holder of an allowed unsecured claim its pro rata portion of a $5 million subordinated debenture payable to holders of allowed unsecured claims. The Subordinated Debenture will not accrue interest. A full-text copy of the amended Disclosure Statement is available for free at http://bankrupt.com/misc/RCCNORTH_AmendedDS.pdf About RCC North LLC Scottsdale, Arizona-based RCC North LLC owns and operates two Class A office buildings and the related corporate campuses known as Phase I and Phase II of the Raintree Corporate Center located north of the northeast corner of Loop 101 (Pima Freeway) and Raintree Drive, at 15333 North Pima Road and 15111 North Pima Road, respectively, in Scottsdale, Arizona. The Company filed for Chapter 11 bankruptcy protection on April 15, 2010 (Bankr. D. Ariz. Case No. 10-11078). John J. Hebert, Esq., Mark W. Roth, Esq., and Philip R. Rudd, Esq. at Polsinelli Shughart PC represent the Debtor in its restructuring effort. The Company estimated its assets and debts at $50 million to $100 million in its Chapter 11 petition. RCC NORTH: Wants Exclusive Solicitation Period Extended to Dec. 11 ------------------------------------------------------------------ RCC North LLC asks the U.S. Bankruptcy Court to extend its exclusive period to obtain acceptances of its Plan of Reorganization dated July 14, 2010, to December 11, 2010. RCC North filed its proposed plan and accompanying disclosure statement on July 14, 2010. As reported in the Troubled Company Reporter on August 10, 2010, the Plan will be funded by operation of the property and a capital infusion in the amount of the new value by the Debtor's sole member, Raintree Corporate Center Holdings, LLC, or the successful bidder, if an auction is held. RCCH will place $250,000 in escrow in the trust account of the Debtor's bankruptcy counsel on or before the confirmation date. About RCC North LLC Scottsdale, Arizona-based RCC North LLC owns and operates two Class A office buildings and the related corporate campuses known as Phase I and Phase II of the Raintree Corporate Center located north of the northeast corner of Loop 101 (Pima Freeway) and Raintree Drive, at 15333 North Pima Road and 15111 North Pima Road, respectively, in Scottsdale, Arizona. The Company filed for Chapter 11 bankruptcy protection on April 15, 2010 (Bankr. D. Ariz. Case No. 10-11078). The Company estimated its assets and debts at $50 million to $100 million in its Chapter 11 petition. John J. Hebert, Esq., Mark W. Roth, Esq., and Philip R. Rudd, Esq., at Polsinelli Shughart PC, in Phoenix, Ariz., are the attorneys for the Debtor. REDDY ICE: DOJ Won't Take Action in Antitrust Investigation ----------------------------------------------------------- Reddy Ice Holdings Inc. announced that its counsel has been notified by the Antitrust Division of the Department of Justice that the Division will take no action against the Company or any of its employees in connection with the Division's investigation of the packaged ice industry. About Reddy Ice Reddy Ice Holdings, Inc. -- http://www.reddyice.com/-- manufactures and distributes packaged ice in the United States. The company serves variety of customers in 31 states and the District of Columbia under the Reddy Ice brand name. The Company's balance sheet for June 30, 2010, showed $507.05 million in total assets, $50.47 million in total current liabilities, $450.63 million in total long-term obligations, $16.56 million in deferred taxes and contingencies, and a stockholders' deficit of $10.62 million. * * * As reported by the Troubled Company Reporter on August 17, 2010, Moody's Investors Service lowered Reddy Ice Holdings' corporate family and probability-of-default ratings to B3 from B2, and its $12 million senior discount notes due 2012 to Caa2 from Caa1. Moody's also lowered the rating on Reddy Ice Corporations' $300 million first lien senior secured notes due 2015 to B2 from B1 and the $139 million second lien notes due 2015 to Caa2 from Caa1. The ratings outlook remains negative. The speculative grade liquidity rating was affirmed at SGL-3. The ratings downgrade was prompted by Reddy Ice's elevated financial leverage through the first half of 2010 due to weaker than expected operating performance and the expectation that leverage will remain elevated. The B3 corporate family rating considers ongoing operational risks related to weather as well as increasing acquisition activity. Reddy Ice carries 'B-' issuer credit ratings, with "negative" outlook, from Standard & Poor's. Moody's Investors Service said Reddy Ice Holdings, Inc.'s (the entity that wholly owns Reddy Ice Corporation) announcement that it has amended and restated its credit agreement, consisting of a $50 million revolving credit facility (not rated), does not affect the B3 corporate family rating, nor the existing instrument ratings and the negative ratings outlook. RENE COUMANS: Section 341(a) Meeting Scheduled for Dec. 3 --------------------------------------------------------- The U.S. Trustee for Region 6 will convene a meeting of Rene H. Coumans' creditors on December 3, 2010, at 11:30 a.m. The meeting will be held at 2000 E. Spring Creek Parkway, Plano, TX 75074. 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. Como, Texas-based Rene H. Coumans, dba Belle Vue Dairy, filed for Chapter 11 bankruptcy protection on October 25, 2010 (Bankr. E.D. Tex. Case No. 10-43677). Robert T. DeMarco, Esq., and Michael S. Mitchell, Esq., at Demarco-Mitchell, PLLC, assist the Debtor in its restructuring effort. The Debtor estimated its assets and debts at $10 million to $50 million. REOSTAR ENERGY: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: ReoStar Energy Corporation aka Goldrange Resources, Inc. 3880 Hulen Street, Suite 500 Fort Worth, TX 76107 Bankruptcy Case No.: 10-47176 Chapter 11 Petition Date: November 1, 2010 Court: U.S. Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: D. Michael Lynn Debtor's Counsel: Bruce W. Akerly, Esq. CANTEY HANGER LLP 1999 Bryan Street, Suite 3330 Dallas, TX 75201 Tel: (214) 978-4129 Fax: (214) 978-4150 E-mail: bakerly@canteyhanger.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by M. O. Rife, III, chairman. REOSTAR LEASING: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: ReoStar Leasing, Inc. c/o Bruce W. Akerly Cantey Hanger LLP 1999 Bryan Street, Suite 3330 Dallas, TX 75201 Tel: (214) 978-4129 Bankruptcy Case No.: 10-47201 Chapter 11 Petition Date: November 1, 2010 Court: U.S. Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: D. Michael Lynn Debtor's Counsel: Bruce W. Akerly, Esq. CANTEY HANGER LLP 1999 Bryan Street, Suite 3330 Dallas, TX 75201 Tel: (214) 978-4129 Fax: (214) 978-4150 E-mail: bakerly@canteyhanger.com Estimated Assets: $1,000,001 to $10,000,000 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 M. O. Rife, III, chairman. REVLON CONSUMER: Posts $14.2 Million Net Income in Sept. 30 Qtr. ---------------------------------------------------------------- Revlon Consumer Products Corporation filed its quarterly report on Form 10-Q, showing a net income of $14.2 million on $319.0 million of net sales for the three months ended Sept. 30, 2010, compared with a net income of $26.3 million on $326.2 million of net sales for the same period a year ago. The Company's balance sheet at Sept. 30, 2010, showed $839.5 million in total assets, $313.2 million in total current liabilities, $1.1 billion in long-term debt, $107.0 million in long-term debt (affiliates), $199.2 million in long-term pension and other post-retirement plan liabilities, $61.4 million in other long-term liabilities, and a stockholder's deficit of $943.4 million. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?6d5a About Revlon Consumer Headquartered in New York, Revlon Consumer Products Corporation is a worldwide cosmetics, skin care, fragrance, and personal care products company. The company is a wholly-owned subsidiary of Revlon, Inc., which is majority-owned by MacAndrews & Forbes, which is in turn wholly-owned by Ronald O. Perelman. Revlon's net sales for the twelve-month period ended December 2009 were approximately $1.3 billion. M&F beneficially owns approximately 77.4% of Revlon's outstanding Class A common stock, 100% of Revlon's Class B common stock and 78.8% of Revlon's combined outstanding shares of Class A and Class B common stock, which together represent approximately 77.2% of the combined voting power of such shares. Revlon Consummer carries a B/Positive/-- rating from Standard & Poor's Ratings Services. RICHARD MEYER: Case Summary & 4 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Richard Theodore Meyer P.O. Box 2569 Sulphur, LA 70664 Bankruptcy Case No.: 10-21168 Chapter 11 Petition Date: November 2, 2010 Court: United States Bankruptcy Court Western District of Louisiana (Lake Charles) Debtor's Counsel: Gerald J. Casey, Esq. 613 Alamo Street Lake Charles, LA 70601 Tel: (337) 474-5005 E-mail: ECF@caseylaw.net Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/lawb10-21168.pdf ROBERT FERRANTI: Case Summary & 19 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Robert J. Ferranti, Sr. 6975 Rogers Street Las Vegas, NV 89118 Bankruptcy Case No.: 10-30859 Chapter 11 Petition Date: November 1, 2010 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Linda B. Riegle Debtor's Counsel: David A. Riggi, Esq. 5550 Painted Mirage Road #120 Las Vegas, NV 89149 Tel: (702) 808-0359 E-mail: darnvbk@gmail.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/nvb10-30859.pdf ROTHSTEIN ROSENFELDT: Accounting Firm Settles Malpractice Suit -------------------------------------------------------------- South Florida Business Journal's Paul Brinkmann reports that Coral Gables-based Berenfeld Spritzer Shechter & Sheer has agreed to settle two malpractice lawsuits connected to the Scott Rothstein scandal for $10 million. Berenfeld provided tax accounting for Mr. Rothstein, his defunct law firm, and for the top feeder in Mr. Rothstein's $1.2 billion fraud, one of the funds led by George Levin. The Business Journal says the settlement amount marks the limits of Berenfeld's malpractice insurance policies. The Business Journal says the agreement was filed Wednesday in the bankruptcy case of Rothstein Rosenfeldt Adler. The Business Journal relates the settling parties include the bankruptcy trustee overseeing the defunct firm, Berenfeld's insurer Lexington Insurance Co. and investors represented by Fort Lauderdale attorney William Scherer. The parties have agreed to a bar against further claims against Berenfeld. The settlement also resolves all claims by the settling parties against Berenfeld employees Tracy Weintraub, Gary Berkowitz and Brian Leitstein, or any other employees or successors to the firm. The Business Journal notes investors, including Fort Lauderdale venture capitalist Doug Von Allmen, had alleged that Berenfeld's role should have made it apparent that Rothstein's money was dirty. The firm argued it did not provide "substantial assistance" to Mr. Rothstein in committing his crimes. About Rothstein Rosenfeldt Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler PA, has been suspected of running a $1.2 billion Ponzi scheme. U.S. authorities claimed in a civil forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the firm's former chief executive officer, sold investments in non-existent legal settlements. Mr. Rothstein pleaded guilty to five counts of conspiracy and wire fraud on January 27, 2010. Creditors of Rothstein Rosenfeldt Adler signed a petition sending the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors alleged being owed money invested in lawsuit settlements. Herbert M. Stettin, the state-court appointed receiver for Rothstein Rosenfeldt, was officially carried over as the Chapter 11 trustee in the involuntary bankruptcy case. On June 10, 2010, Mr. Rothstein was sentenced to 50 years in prison. SAFE INSTALLATION: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: SAFE Installation Services Corp. aka SAFE Consulting Services 10011 N Fleetwood St Spokane, WA 99208 Bankruptcy Case No.: 10-06140 Chapter 11 Petition Date: October 29, 2010 Court: United States Bankruptcy Court Eastern District of Washington (Spokane/Yakima) Debtor's Counsel: Ian Ledlin, Esq. PHILLABAUM LEDLIN MATTHEWS & SHELDON PLL 421 W Riverside Ave, Suite 900 Spokane, WA 99201 Tel: (509) 838-6055 Fax: (509) 625-1909 E-mail: ian@spokelaw.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 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/waeb10-06140.pdf The petition was signed by Adrian M. Steik, president. SEA ISLAND: Court Confirms Plan to Sell Substantially All Assets ---------------------------------------------------------------- Sea Island Company disclosed that Judge John S. Dalis of the United States Bankruptcy Court for the Southern District of Georgia confirmed the Company's Amended and Restated Joint Chapter 11 Plan. Under the terms of the Plan, the Company expects, by the end of the year, to close on the sale of substantially all of its assets to Sea Island Acquisition LP, a limited partnership comprising investment funds managed by the global investment firms Oaktree Capital Management, L.P. and Avenue Capital Group, The Anschutz Corporation and Starwood Capital Group. The Plan was supported by Sea Island Company's senior secured lenders, supported by the Official Committee of Unsecured Creditors and, as of the time of the hearing, had been overwhelmingly approved by its other creditors. "I am very pleased that we were able to achieve a consensual plan that addresses the needs and interests of our members, guests, vendors and our employees, who continue to provide the kind of genuine, heartfelt service for which Sea Island is so well known," stated Bill Jones III, Chairman and Chief Executive Officers of Sea Island Company. "Our buyers understand and appreciate that it is this kind of support and dedication that has helped make Sea Island so special for many years. Today is a new beginning for Sea Island and a continuation of our great heritage." Sea Island Company's financial advisors are FTI Consulting and Goldman Sachs & Co., and its legal advisor is King & Spalding LLP. About Sea Island St. Simons Island, Georgia-based Sea Island Company -- http://www.seaisland.com/-- aka Sea Island Shooting School, Sea Island Yacht Club, Sea Island Stables, and Cabin Bluff, is a private resort and real estate development company founded in 1926. Sea Island Company owns and operates Sea Island Resorts, featuring two of the world's most exceptional destinations: the Forbes Five-Star Cloister at Sea Island and The Lodge at Sea Island. Sea Island filed for Chapter 11 protection on August 10, 2010 (Bankr. S.D. Ga. Case No. 10-21034). Sea Island filed a Chapter 11 plan based upon an agreement to sell substantially all of its assets to Sea Island Acquisition LP, a limited partnership formed by investment funds managed by the global investment firms Oaktree Capital Management, L.P., and Avenue Capital Group. The Debtor estimated its assets and debts at $500 million to $1 billion as of the Petition Date. Affiliates Sea Island Coastal Properties, LLC; Sea Island Services, Inc.; Sea Island Resort Residences, LLC; Sea Island Apparel, LLC; First Sea Island, LLC; and Sical, LLC, filed separate Chapter 11 petitions also on August 10, 2010. Sarah R. Borders, Esq., Harris Winsberg, Esq., Sarah L. Taub, Esq., and Jeffrey R. Dutson, Esq., at King & Spalding LLP, assist the Debtor in its restructuring effort. Robert M. Cunningham, Esq., at Gilbert, Harrell, Sumerford & Martin PC, is the Debtor's co-counsel. FTI Consulting, Inc., is the Debtor's restructuring advisor. EPIQ Bankruptcy Solutions, LLC, is the Debtor's claims and notice agent. Donald F. Walton, the U.S. Trustee for Region 21, appointed seven members to the official committee of unsecured creditors in the case. The committee has retained Jordi Guso, Esq., at Berger Singerman, P.A. as its counsel. SEARCHMEDIA HOLDINGS: Posts $22.6 Million Net Loss in 2009 ---------------------------------------------------------- SearchMedia Holdings Limited filed on November 1, 2010, its annual report on Form 10-K, reporting a net loss of $22.6 million on $37.7 million of revenue for the fiscal year ended December 31, 2009, compared to a net loss of $35.1 million on $41.7 million of revenue for fiscal 2008. The Company's balance sheet at December 31, 2009, showed $99.8 million in total assets, $51.4 million in total liabilities, and stockholders equity of $48.4 million. For the year ended December 31, 2009, and 2008, the Company's cash flows used in operating activities were $8.8 million and $1.5 million, respectively. The Company discloses that its inability to generate cash flows to meet its obligations due to the uncertainty of achieving operating profitability on an annual basis and raising required proceeds on reasonable terms, among other factors, raises substantial doubt as to the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: http://researcharchives.com/t/s?6d58 About SearchMedia Holdings Based in Shanghai, China, SearchMedia Holdings Limited (NYSE Amex: IDI, IDI.WS) is a multi-platform media company operating primarily in the out-of-home advertising industry and one of the largest operators of integrated outdoor billboard and in-elevator advertising networks in China. SearchMedia operates a network of over 1,500 high-impact billboards with over 500,000 square feet of surface display area and one of China's largest networks of in- elevator advertisement panels consisting of approximately 125,000 frames in 50 cities throughout China. Additionally, SearchMedia operates a network of large-format light boxes in concourses of eleven major subway lines in Shanghai. SearchMedia's core outdoor billboard and in-elevator platforms are complemented by its subway advertising platform, which together enable it to provide a multi- platform, "one-stop shop" services for its local, national and international advertising clients. SENSATA TECHNOLOGIES: To Buy Honeywell's Sensors Biz. for $140MM ---------------------------------------------------------------- Sensata Technologies Holding N.V. has reached a definitive agreement to acquire the "Automotive on Board" sensors business of Honeywell International for $140 million in cash. "This acquisition further expands our leadership in the global automotive sensors market and complements our already strong organic growth in the powertrain segment for our existing pressure products," said Tom Wroe, Sensata Technologies Chairman and Chief Executive Officer. "It also adds new capabilities in light vehicle speed and position sensing and builds Sensata's market share in Asia -- specifically in China, the world's fastest growing automotive sensors market." Sensata expects to fund the purchase from available cash resources and anticipates that this transaction will be neutral to 2010 earnings, excluding transaction costs in the range of $3-4 million that will be incurred in Q4 2010. The transaction, which is subject to regulatory review, is expected to close in early 2011. It is expected that the acquisition will contribute to both revenue and Adjusted Net Income growth in 2011 and beyond. The Automotive on Board sensors business has annual sales of approximately $130 million. "We believe this purchase represents a strategic use of our cash on-hand and meets all our strategic and investment return criteria," said Sensata Technologies Chief Financial Officer Jeff Cote. "We expect to realize synergies on the integration activities over 18 to 24 months." About Sensata Almelo, Netherlands-based Sensata Technologies B.V. -- http://www.sensata.com/-- supplies sensing, electrical protection, control and power management solutions. Majority- owned by affiliates of Bain Capital Partners, LLC, a leading global private investment firm, and its co-investors, Sensata employs approximately 9,500 people in nine countries. Sensata's products improve safety, efficiency and comfort for millions of people every day in automotive, appliance, aircraft, industrial, military, heavy vehicle, heating, air-conditioning, data, telecommunications, recreational vehicle and marine applications. As reported by the TCR on December 7, 2009, Moody's Investors Service has upgraded Sensata Technologies B.V.'s Corporate Family and Probability of Default ratings to Caa1 from Caa2, as well as the company's senior secured credit facility to B2, senior unsecured notes to Caa2, and senior subordinated notes to Caa3. In a related rating action, Moody's affirmed the Company's Speculative Grade Liquidity rating at SGL-3. The outlook is positive. The TCR on Nov. 4, 2009, said that Standard & Poor's affirmed the ratings on Attleboro, Massachusetts-based Sensata Technologies, Inc., including the 'CCC+' corporate credit rating. At the same time, S&P revised the outlook on the company to stable from negative. Standard & Poor's Ratings Services raised its ratings on sensors and controls manufacturer Sensata Technologies B.V., including the corporate credit rating, to 'B+' from 'B'. The outlook is positive. Moody's Investors Service has upgraded Sensata Technologies B.V.'s Corporate Family and Probability of Default ratings to B2 from B3. In a related action, the company's senior secured credit facility was affirmed B1, senior unsecured notes affirmed Caa1, and senior subordinated notes upgraded to Caa1 from Caa2. Moody's also upgraded the company's Speculative Grade Liquidity rating to SGL-2 from SGL-3. The rating outlook is positive. Moody's Investors Service said that Sensata Technologies B.V. B2 Corporate Family Rating and positive outlook remain unchanged following the announcement of its public holding company, Sensata Technologies Holding N.V., that it has reached a definitive agreement to acquire the "Automotive on Board" sensors business of Honeywell International for $140 million in cash. SENTINEL MANAGEMENT: Bank of New York Beats Suit by Trustee ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports U.S. District Judge James B. Zagel wrote a 68-page opinion affirming that Bank of New York Mellon Corp. has a valid secured claim against Sentinel Management Group Inc. Mr. Rochelle recounts that after Sentinel's liquidating plan was confirmed in December 2008, the trustee pursued a $550 million lawsuit alleging the bank aided the fraud conducted by Sentinel's management. Although Judge Zagel originally denied a motion to dismiss parts of the complaint, he said in January 2009 that he was skeptical whether the trustee could produce the facts to prevail ultimately. According to Mr. Rochelle, Judge Zagel held a lengthy trial in May without a jury and issued his opinion November 3 where he granted the bank's previous motion for summary judgment. Judge Zagel: -- denied the trustee's claims based on fraudulent transfer, preference, and equitable subordination; -- dismissed the claim alleging fraudulent transfers with actual intent to defraud because the trustee didn't present evidence showing a Ponzi scheme. -- denied the preference claim because the bank had more than sufficient collateral so it wasn't unsecured. -- denied the equitable subordination claim because the bank had no obligation to analyze the facts and discover fraud, even though there were so-called red flags. The case is Frederick J. Grede, not individually but as Liquidation Trustee for the Sentinel Liquidation Trust, Plaintiff, v. The Bank of New York Mellon and The Bank of New York Mellon Corp., Defendants, case no. 08-C-2582 (N.D. Ill.), and a copy of the Hon. James B. Zagel's Memorandum Opinion and Order, dated November 3, 2010, is available from http://is.gd/gIbBMat Leagle.com. About Sentinel Management Based in Northbrook, Illinois, Sentinel Management Group Inc. -- http://www.sentinelmgi.com/-- was a full service firm offering a variety of security solutions. The Company filed a voluntary Chapter 11 petition on August 17, 2007 (Bankr. N.D. Ill. Case No. 07-14987). Ronald Barliant, Esq., Randall Klein, Esq., and Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black Rosenbloom & Moritz, Ltd., represent the Debtor. Lawyers at Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represent the Official Committee of Unsecured Creditors. When the Debtor sought bankruptcy protection, it estimated assets and debts of more than $100 million. On August 28, 2007, the Court approved Frederick Grede as the Debtor's Chapter 11 Trustee. Marc I. Fenton, Esq., at DLA Piper US LLP, and Vincent E. Lazar, Esq, at Jenner & Block LLP, represent the Chapter 11 Trustee. The Court confirmed a plan of liquidation for Sentinel on December 15, 2008, and Mr. Grede is managing the liquidation. SIX FLAGS: S&P Raises Corporate Credit Rating to 'B+' ----------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating Grand Prairie, Texas-based theme park operator Six Flags Entertainment Corp. to 'B+' from 'B'. The rating outlook is stable. In conjunction with the upgrade, S&P has also raised its issue- level ratings on Six Flags Theme Parks Inc.'s debt by one notch. Recovery ratings remain unchanged. "The rating upgrade reflects strong EBITDA growth in the first nine months of 2010, which, combined with a much lower debt balance following Six Flags' recent emergence from bankruptcy and an adequate liquidity position, has resulted in a credit profile in line with a 'B+' rating," said Standard & Poor's credit analyst Ariel Silverberg. The strong growth in adjusted EBITDA during the first nine months of the year (33.5%) was driven primarily by higher attendance at the parks (boosted by lower season pass prices for 2010), the realization of cost-reduction initiatives (which contributed to an approximate 680-basis-point improvement in unadjusted EBITDA margin), and very favorable weather in 2010. Additionally, S&P believes performance could have also been aided by the company's emergence from bankruptcy earlier this year, as the bankrupt status of the company may have negatively affected consumer perception last year. The 'B+' rating on reflects Six Flags' high debt leverage, significant seasonality, and high capital expenditure needs. The company's good geographic diversity only partially offsets these risks. Six Flags is the largest regional theme park operator in the world, operating 19 parks in 13 locations. Over three quarters of its customers come from within 100 miles of the parks. Six Flags has experienced a high degree of EBITDA volatility over the past few years, partly due to changes in management and strategic focus. Customer perception of park safety and cleanliness has also been somewhat negative historically, but it has improved over the past few years. S&P expects that the current management team will focus on continuing to improve these perceptions. SOUEIDAN CAR: Case Summary & 10 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Soueidan Car Wash, Inc. 12851 Reeck Rd. Southgate, MI 48195 Bankruptcy Case No.: 10-73604 Chapter 11 Petition Date: November 2, 2010 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Marci B. McIvor Debtor's Counsel: James C. Bowser, Esq. BOWSER & ASSOCIATES, PLC 413 Clinton Avenue St. Clair, MI 48079 Tel: (810) 329-3500 E-mail: james.bowser@comcast.net Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 10 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mieb10-73604.pdf The petition was signed by Hala Soueidan, president. SPANISH POINT: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Spanish Point, LP 6210 Campbell Road, Suite 140 Dallas, TX 75248 Bankruptcy Case No.: 10-37791 Chapter 11 Petition Date: November 1, 2010 Court: U.S. Bankruptcy Court Northern District of Texas (Dallas) Judge: Barbara J. Houser Debtor's Counsel: Vickie L. Driver, Esq. COFFIN & DRIVER, PLLC 7557 Rambler Road, Suite 110 Dallas, TX 75231 Tel: (214) 377-4848 Fax: (214) 377-4858 E-mail: vdriver@coffindriverlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Roy Greenberg, Rep. of Receiver RMB Investments, Inc. SPANSION INC: S&P Affirms 'B' Corporate Credit Rating ----------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating on Sunnyvale, California-based memory supplier Spansion Inc. The outlook is stable. At the same time, S&P assigned a 'B' issue-level rating (the same as the corporate credit rating) and a recovery rating of '3' to the company's proposed $200 million in senior unsecured notes. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%) recovery for lenders in the event of a payment default. In addition, S&P affirmed its 'BB-' issue-level rating (two notches higher than the corporate credit rating) on the remaining approximately $250 million of the first-lien senior secured term loan. "S&P expects Spansion's adjusted trailing leverage to continue improving toward the 2x area over the next few quarters, reflecting growth in revenues as well as relatively stable memory pricing and margins, post its May 2010 bankruptcy reorganization," said Standard & Poor's credit analyst Joseph Spence. This is a key rating support, given its narrow product and end-market focus. In addition, S&P expects Spansion's commitment to a less capital intensive fab-lite strategy and the expected completion of bankruptcy-related payments in the March 2011 quarter to drive improved free operating cash flows in 2011 from effectively negative for the balance of 2010. Spansion designs and sells "NOR"-based flash memories for "embedded" application primarily in the computing, communications, automotive, industrial, consumer, and gaming industries, each of which are likely to grow in the mid-single-digit area through 2014. The company's products are used to store microprocessor instructions and data in applications such as navigation systems, automotive engine control, printers, set-top boxes, arcade gaming, and industrial control equipment. The company competes against larger rivals such as Micron Technology and Samsung, which have significantly greater financial resources and product and end- market diversity. SPORTS AUTHORITY: S&P Assigns 'B-' Rating to $300 Mil. Notes ------------------------------------------------------------ Standard & Poor's Rating Services said that it assigned its 'B-' issue-level rating to The Sports Authority's $300 million senior secured term loan B, with a recovery rating of '3', indicating S&P's expectation of meaningful (50%-70%) recovery in the event of payment default. At the same time, S&P affirmed its ratings on The Sports Authority, including its 'B-' corporate credit rating. The term loan B is expected to mature in 2017, and proceeds will be used to repay the existing term loan B and repay a portion of the senior subordinated notes. The rating outlook is stable. The ratings on Englewood, Colo.-based The Sports Authority Inc. (TSA) reflect S&P's expectations for further modest performance improvements as the company builds upon its gains from the first half of 2010. "S&P believes supply chain improvements and conservative inventory management are likely to benefit margins going forward; however, the company's highly leveraged capital structure and thin cash- flow protection measures limit positive ratings momentum over the near term," said Standard & Poor's credit analyst David Kuntz. The company's vulnerable business profile reflects its participation in the highly competitive and mature sporting goods industry, and history of weak top-line trends. Performance continues to improve for the company, and S&P expects further incremental gains over the near term. Same-store sales have remained positive over the past few quarters, and S&P does not expect this trend to change over the near term. Margins have posted gains over the past year because of higher merchandise margins as well as supply chain enhancements. These enhancements, as well as a reduction in inventory by a fair amount over the past year, should help it avoid discounting and reduce working capital needs over the near term. In S&P's view, the company will continue to manage its inventory levels conservatively over the next 12 months. STEVE'S EXCAVATING: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Steve's Excavating, Inc. 5051 250th Street St. Cloud, MN 56301 Bankruptcy Case No.: 10-48087 Chapter 11 Petition Date: October 29, 2010 Court: United States Bankruptcy Court District of Minnesota (Minneapolis) Judge: Dennis D. O'Brien Debtor's Counsel: Kenneth Corey-Edstrom, Esq. LARKIN HOFFMAN DALY & LINGREN LTD 1500 Wells Fargo Plaza 7900 Xerxes Ave South Minneapolis, MN 55431 Tel: (952) 835-3800 Fax: (952) 896-3333 E-mail: kcoreyedstrom@larkinhoffman.com Scheduled Assets: $1,012,128 Scheduled Debts: $1,042,805 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mnb10-48087.pdf The petition was signed by Debra M. Voigt, president. STILLWATER MINING: Posts $5.9 Mil. Net Profit in Third Quarter -------------------------------------------------------------- Stillwater Mining Company reported net profit for the 2010 third quarter of $5.9 million on revenues of $142.9 million. This compares to third quarter of 2009 net income of $4.2 million on revenues of $112.0 million. The Company's balance sheet at $778.23 million in total assets, $287.90 million in total liabilities, and stockholder's holders equity of $490.33 million. Stronger realized PGM prices in the third quarter of 2010 more than offset lower sales volumes in the third quarter of 2010 as compared to the third quarter of 2009. For the first nine months of 2010, Stillwater Mining Company reported net income of $33.8 million on revenues of $411.2 million. In the first nine months of 2009, the Company reported a net loss of $2.9 million on revenues of $292.6 million. The first nine months of 2010 was characterized by higher PGM prices and stronger performance from the Company's recycling segment than in the same period last year. During the third quarter of 2010, the Company revised its cash management guidelines to extend the available investment maturities on a portion of its cash balances, broaden the suite of permissible investments, and adjust the percentage limits on certain classes of investments. As a result, a large share of the Company's holdings that previously were treated as cash are now classified on the balance sheet as short-term, available-for-sale investments. All of these short-term investments remain highly liquid, but technically they no longer meet the strict definition of cash and cash equivalents. At September 30, 2010, the Company's available cash and cash equivalents totaled $56.7 million, down $23.3 million from June 30, 2010, and down $110.0 million from December 31, 2009. However, if we include the Company's available-for-sale investments, total available cash and investments at September 30, 2010, was $259.0 million, up $30.9 million from $228.1 million at June 30, 2010 and up $57.8 million from $201.2 million at the end of 2009. Net working capital -- comprised of total current assets, less current liabilities -- increased over the quarter to $334.9 million at September 30, 2010, from $316.9 million at June 30, 2010, and from $269.5 million at December 31, 2009. Recycling inventories and advances decreased by $14.8 million during the quarter. Net cash provided by operating activities totaled $44.5 million in the third quarter of 2010, compared to $31.7 million of cash provided in the third quarter of 2009. The increase in cash from operations in the third quarter of 2010 mostly reflects the earnings benefit of higher PGM prices. Capital expenditures were $10.9 million in the third quarter of 2010, up from $7.1 million in the third quarter of 2009. Outstanding debt at September 30, 2010, was $196.0 million, unchanged from June 30, 2010, and December 31, 2009. The Company's total debt includes $166.5 million outstanding in the form of convertible debentures due in 2028 and $29.5 million of Exempt Facility Revenue Bonds due in 2020. A full-text copy of the earnings release is available for free at http://ResearchArchives.com/t/s?6d67 A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?6d68 Stillwater Mining Company is headquartered in Billings, Montana. The company is the only US producer of palladium and platinum and one of the only producers of platinum group metals outside of South Africa and Russia. Revenues for the twelve month period ended June 30, 2010, were approximately $482 million. Stillwater Mining carries a 'Caa1' corporate family rating and "stable" from Moody's. STOREHOUSE INC: Court Rejects Teyssier's WARN, Sick Leave Claims ---------------------------------------------------------------- The Hon. Stephen S. Mitchell grants John Teyssier a priority claim under Section 507(a)(4) of Bankruptcy Code, in the reduced amount of $4,004.37. The Bankruptcy Court, at the behest of Storehouse, Inc., rejects the portion of Mr. Teyssier's claim under the Worker Adjustment and Retraining Notification Act, 29 U.S.C. Sec. 2101 et seq., and claim for unused sick leave, leaving only the claim for unused vacation, to which the Debtor has not objected. Mr. Teyssier's original claim was for $14,943.77, but was reduced to the maximum priority claim amount of $10,000 under Section 507(a)(4). A copy of Judge Mitchell's memorandum opinion and order dated November 2, 2010, is available at http://is.gd/gI2fLfrom Leagle.com. About Storehouse Inc. Storehouse, Inc., was a retailer of home furnishings and accessories. It filed a voluntary Chapter 11 petition (Bankr. E.D. Va. Case No. 06-11144) on September 18, 2006, along with parent The Rowe Companies and another affiliate. Shortly thereafter, it conducted going-out-of-business sales and ceased operations. A plan has not yet been confirmed. About Rowe Companies Headquartered in McLean, Virginia, The Rowe Companies -- http://www.therowecompanies.com/-- manufactures upholstered retail home and office furniture, interior decorations, tableware, lighting fixtures, and other interior design accessories. The company owns 100% of stock of manufacturing and retail subsidiaries, Rowe Furniture -- http://www.rowefurniture.com/-- and Storehouse, Inc. -- http://www.storehousefurniture.com/ Rowe Cos. and its two affiliates filed for chapter 11 protection on Sept. 18, 2006 (Bank. E.D. Va. Case Nos. 06-11142 to 06-11144). Alexander McDonald Laughlin, Esq., Dylan G. Trache, Esq., H. Jason Gold, Esq., Rebecca L. Saitta, Esq., and Valerie P. Morrison, Esq., at Wiley Rein LLP, represented the Debtors. Douglas M. Foley, Esq., Kenneth Michael Misken, Esq., and Sarah Beckett Boehm, Esq., at McGuireWoods LLP, represented the Official Committee of Unsecured Creditors of Rowe Furniture. In schedules submitted with the Court, The Rowe Companies listed total assets of $42,939,780 and total debts of $34,948,206; Rowe Furniture listed total assets of $66,431,812 and total debts of $46,486,046; and Storehouse listed total assets of $33,090,987 and total debts of $109,777,822. As reported by the Troubled Company Reporter on November 1, 2007, Judge Stephen Mitchell confirmed The Rowe Companies' Third Amended Chapter 11 Plan of Reorganization, which handed 100% of the stock in the reorganized company to American Communication. SYNERGISTIC ENTERPRISES: Voluntary Chapter 11 Case Summary ---------------------------------------------------------- Debtor: Synergistic Enterprises, Inc. 410 Broadway Avenue E., Suite 214 Seattle, WA 98102 Bankruptcy Case No.: 10-23256 Chapter 11 Petition Date: November 2, 2010 Court: U.S. Bankruptcy Court Western District of Washington (Seattle) Judge: Karen A. Overstreet Debtor's Counsel: Larry B. Feinstein, Esq. VORTMAN & FEINSTEIN 500 Union Street, Suite 500 Seattle, WA 98101 Tel: (206) 223-9595 E-mail: feinstein2010@gmail.com Scheduled Assets: $1,237,396 Scheduled Debts: $433,283 The list of unsecured creditors filed together with its petition does not contain any entry. The petition was signed by Gregory Lodwig, president. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Sustainable Enterprises, LLC 10-23257 11/02/2010 TELETOUCH COMMUNICATIONS: Shareholders Elect 5 Directors -------------------------------------------------------- Teletouch Communications Inc. held its annual shareholder meeting in Fort Worth, Texas, on October 25, 2010. The shareholders elected Robert M. McMurrey, Marshall G. Webb, Clifford E. McFarland, Henry Y. L. Toh and Thomas A. Hyde, Jr. as directors. Shareholders also voted to ratify the appointment of appointment of BDO USA, LLP as independent auditors of the Company. Teletouch Communications, Inc., offers a comprehensive suite of wireless telecommunications solutions, including cellular, two-way radio, GPS-telemetry and wireless messaging. Teletouch is an authorized provider of AT&T (NYSE: T) products and services (voice, data and entertainment) to consumers, businesses and government agencies, as well as an operator of its own two-way radio network in Texas. Recently, Teletouch entered into national agency and distribution agreements with Sprint (NYSE: S) and Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular network services. Teletouch operates a chain of 26 retail and agent stores under the "Teletouch" and "Hawk Electronics" brands, in conjunction with its direct sales force, customer care (call) centers and various retail eCommerce Web sites including: http://www.hawkelectronics.com/and http://www.hawkexpress.com/ Through its wholly-owned subsidiary, Progressive Concepts, Inc., Teletouch operates a national distribution business, PCI Wholesale, primarily serving large cellular carrier agents and rural carriers, as well as auto dealers and smaller consumer electronics retailers, with product sales and support available through http://www.pciwholesale.com/and http://www.pcidropship.com/among other B2B oriented Web sites. TENAX MANAGEMENT: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Tenax Management, LP 12126 Westheimer, #116 Houston, TX 77077 Bankruptcy Case No.: 10-40058 Chapter 11 Petition Date: November 2, 2010 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Marvin Isgur Debtor's Counsel: Barbara Mincey Rogers, Esq. ROGERS & ANDERSON, PLLC 1415 North Loop West, Suite 1020 Houston, TX 77008 Tel: (713) 868-4411 Fax: (713) 868-4413 E-mail: barbaramrogers@swbell.net Scheduled Assets: $2,689,528 Scheduled Debts: $4,575,000 The Company did not file a list of creditors together with its petition. The petition was signed by Massoud Bastankhah, president of GP. THOMAS SCHULTHEIS: To Pay Creditors from Sale Proceeds ------------------------------------------------------ Thomas K. Schultheis and Toni L. Schultheis submitted to the U.S. Bankruptcy Court for the Central District of California a proposed Chapter 11 Plan and an explanatory Disclosure Statement. The Debtors will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. The Debtors are individuals in the business of investing in real estate. The Debtors' principal assets are an estate home located at 4455 Via Bendita, Santa Barbara, California, a vacant lot next door to the house, and a limited liability company which owns and trades securities. According to the Disclosure Statement, the Plan seeks to accomplish payment under the Plan by using the proceeds from the sale of its real property. On the effective date, all administrative claims and general unsecured claims will be paid in full. To make the effective date payments, the Debtors will liquidate securities held by the LLC, if and as necessary. The value of the LLC - $640,000 as of the Petition Date - is expected to far exceed the effective date payments. Other creditors are those holding claims secured by the real property. The Debtors are preparing for the sale of the real property valued at $30.0 million, the Debtor against the real property is approximately $10.5 million, leaving an equity cushion of approximately $20.0 million. The secured creditors will be paid in full through escrow upon the sale of the real property will take place no later than December 31, 2015. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/ThomasKSchulties_DS.pdf About Thomas K. Schultheis Santa Barbara, California-based Thomas K. Schultheis and Toni L. Schultheis filed for Chapter 11 on November 25, 2009 (Case C.D. Calif. No. 09-14964). The Debtors disclosed $34,888,100 in assets and $10,450,000 in liabilities as of the Petition Date. Attorneys at Michaelson, Susi & Michaelson represent the Debtors. T.M. GRYPHON: Case Summary & 15 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: T.M. Gryphon Inc. 1109 Gulf Freeway South League City, TX 77573 Tel: (281) 338-9311 Bankruptcy Case No.: 10-80661 Chapter 11 Petition Date: November 2, 2010 Court: U.S. Bankruptcy Court Southern District of Texas (Galveston) Judge: Letitia Z. Paul Debtor's Counsel: Leonnel Chukwuka Iruke, Esq. IRUKE & UYAMADU LAW FIRM PLLC 8303 Southwest Freeway, Suite 210 Houston, TX 77074 Tel: (832) 755-9931 Fax: (713) 490-9080 E-mail: leoslaw@gmail.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 15 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txsb10-80661.pdf The petition was signed by Tommy Lynn Mays, Jr., president. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Gloria Mays 10-80212 04/06/10 TRUMAN FEAR: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Joint Debtors: Truman John Fear, III. aka Jay Fear aka Truman J. Fear Teri Gay Fear 311 W. Russell Welsh, LA 70591 Bankruptcy Case No.: 10-21161 Chapter 11 Petition Date: October 29, 2010 Court: United States Bankruptcy Court Western District of Louisiana (Lake Charles) Debtor's Counsel: Gerald J. Casey, Esq. 613 Alamo Street Lake Charles, LA 70601 Tel: (337) 474-5005 E-mail: ECF@caseylaw.net Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Joint Debtors' 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/lawb10-21161.pdf TWIN WIND: Case Summary & 17 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Twin Wind Development Corp. 5893 W Tropicana Ave. Las Vegas, NV 89103 Bankruptcy Case No.: 10-30878 Chapter 11 Petition Date: November 1, 2010 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Linda B. Riegle Debtor's Counsel: David A. Riggi, Esq. 5550 Painted Mirage Road #120 Las Vegas, NV 89149 Tel: (702) 808-0359 E-mail: darnvbk@gmail.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 17 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb10-30878.pdf The petition was signed by Mike Ferdowsi, manager. UCI INTERNATIONAL: Post $4.37 Million Net Income in Sept. 30 Qtr. ----------------------------------------------------------------- UCI International filed its quarterly report on Form 10-Q, reporting net income of $4.37 million on $241.49 million of net sales for the three months ended Sept. 30, 2010, compared with net income of $8.17 million on $228.91 million on net sale for the same period a year ago. The Company's balance sheet at $1.141 billion in total assets, $1.110 billion in total liabilities, and $30.16 million in stockholder's equity. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?6d6f UCI, headquartered in Evansville, Indiana, is one of the larger and more diversified companies primarily servicing the vehicle aftermarket. The company supplies a broad range of filtration products, fuel delivery systems, cooling systems, and vehicle electronics products. While approximately 88% of revenues are automotive related, UCI also services customers within the trucking, marine, mining, construction, agricultural, and industrial vehicle markets. Annual revenues in 2009 were approximately $885 million. UCI is a portfolio company of The Carlyle Group. Moody's Investors Service raised the ratings of UCI International, Inc. -- Corporate Family and Probability of Default -- to B2 from Caa1. UCI is the ultimate parent of United Components, Inc. This action follows the execution of the new senior secured bank credit facilities and completes the review initiated on September 2, 2010. In a related action, Moody's also raised the rating of UCI's unguaranteed senior unsecured notes, to Caa1 from Caa3. The rating outlook is stable. See Moody's press release dated September 2, 2010. UNITED WESTERN: Lovell & Oak Hill Agree to Equity Investment ------------------------------------------------------------ United Western Bancorp Inc. has entered into a definitive Investment Agreement with affiliates of Lovell Minnick Partners LLC and Oak Hill Capital Management LLC as well as entities controlled by Henry C. Duques, the former Chairman and Chief Executive Officer of First Data Corporation, for significant investments that will support United Western's recapitalization plan. The Investments were unanimously approved by the Company's Board of Directors and are subject to regulatory and other conditions. Under the terms of the Investments, Lovell Minnick and Oak Hill Capital will each purchase 117.5 million shares of United Western common stock at $0.40 per share, or $47.0 million each, and Ric Duques will purchase 22.5 million shares for $9.0 million. Collectively, the $103.0 million total investment is part of what is expected to be a $200 million private placement by the Company. In addition, Lovell Minnick, Oak Hill Capital and Ric Duques will receive, in aggregate, 25.75 million warrants to purchase shares of United Western common stock. The warrants are exercisable at $0.40 per share and are for a term of ten years. Upon the closing of the transactions, Lovell Minnick and Oak Hill Capital will each hold an ownership interest in United Western of approximately 23.1%, calculated after giving effect to the exercise of the warrants. Ric Duques will hold an ownership interest in United Western of approximately 5.0%, calculated after giving effect to shares already owned, shares to be received as consideration under the acquisition of Legent Clearing, LLC by United Western and after giving effect to the exercise of the warrants. Guy A. Gibson, the Company's Chairman of the Board, said, "We are very pleased to announce the Investments by Lovell Minnick, Oak Hill Capital and Ric Duques. The new capital will substantially strengthen our capital ratios and provide United Western with a solid base to rebuild long-term franchise and shareholder value." Each of the Lovell Minnick, Oak Hill Capital and Ric Duques Investments are conditioned upon each other and on other closing conditions, including, among others, United Western raising a total of at least $200 million of capital, receipt of certain regulatory approvals, the acquisition by United Western Bank of Legent Clearing, LLC, as previously announced in June 2010, approval by the Office of Thrift Supervision, the approval of the Federal Deposit Insurance Corporation and the Financial Industry Regulatory Authority as to the acquisition of Legent Clearing, LLC, NASDAQ granting United Western approval to issue the securities described above in reliance on the shareholder approval exemption set forth in NASDAQ Rule 5635(f), receipt of third-party consents, no occurrence of a material adverse effect on the Company and no adverse change in any banking or bank holding company law, rule or regulation. As part of the Investments and subject to the closing of the transactions and the receipt of required regulatory approvals, Lovell Minnick and Oak Hill Capital will each be able to appoint a director and a non-voting observer to the Board of Directors of United Western. Guy A. Gibson will continue to serve as Chairman of the Board. A full-text copy of the investment agreement is available for free at http://ResearchArchives.com/t/s?6d6d About Lovell Minnick Partners Lovell Minnick Partners LLC -- http://www.lovellminnick.com/-- is a private equity firm providing buyout and growth capital to companies in the financial services industry. From offices in the Los Angeles and Philadelphia areas, Lovell Minnick manages private equity partnerships totaling $800 million on behalf of qualified private and institutional investors. Portfolio companies of Lovell Minnick operate in various areas of the global financial services industry, including asset management, financial product distribution, outsourced administration services, securities brokerage, financial consulting, and commercial and trust banks. About Oak Hill Capital Management Oak Hill Capital -- http://www.oakhillcapital.com/-- is a private equity firm with more than $8.2 billion of committed capital from leading entrepreneurs, endowments, foundations, corporations, pension funds and global financial institutions. Robert M. Bass is the lead investor. Over a period of more than 24 years, the professionals at Oak Hill Capital and its predecessors have invested in more than 60 significant private equity transactions. Oak Hill Capital is one of several Oak Hill partnerships, each of which has a dedicated and independent management team. These Oak Hill partnerships comprise over $30 billion of investment capital across multiple asset classes. About United Western Bancorp Denver, Colorado-based United Western Bancorp, Inc. (NASDAQ: UWBK) -- http://www.uwbancorp.com/-- is a holding company whose principal subsidiary, United Western Bank, is a community bank focused on Colorado's Front Range market and selected mountain communities. United Western Bancorp, Inc., and Equi-Mor Holdings, Inc., its direct subsidiary, entered into a Fifth Forbearance and Amendment Agreement with JPMorgan Chase Bank, N.A., on October 29, 2010. The terms of the Fifth Forbearance Agreement provide, among other things, that (i) JPMorgan agrees to forbear from exercising its rights and remedies under the Loan Documents on account of the Fifth Forbearance Disclosed Defaults provided the Company and the Pledgor satisfy all obligations set forth in the Fifth Forbearance Agreement from the Effective Date as defined in the Agreement until the earlier of: (i) the end of business on January 14, 2011; or (ii) the occurrence of a default, other than the Fifth Forbearance Disclosed Defaults, under any of the Loan Documents, the Fifth Forbearance Agreement or any other agreement required to be entered into by the Fifth Forbearance Agreement. The forbearance by JPMorgan is conditioned upon, among other things, the Company entering into an investment agreement with at least two anchor investors on or before October 31, 2010, with the investment agreement providing for the investment by the anchor investors of no less than $91 million and collectively, an investment of approximately $200 million of new money capital in the Company. UNITRIN INC: Fitch Puts Issuer Default Rating to Positive Watch --------------------------------------------------------------- Fitch Ratings has placed Unitrin, Inc.'s debt and Issuer Default Rating on Rating Watch Positive following both Unitrin's recent announcement that it is contemplating issuing new public debt in the fourth quarter of 2010, as well as additional analysis completed by Fitch of Unitrin following recent meetings with company management. Fitch expects to upgrade Unitrin's IDR and existing holding company senior debt ratings by one notch to 'BBB' and 'BBB-', respectively, following a successful completion (within reasonable terms) by the company of long-term debt issuance. Accordingly, Fitch also expects to rate Unitrin's new debt issue at 'BBB-' upon issuance. Also upon issuance, Fitch expects to affirm Unitrin's subsidiary Insurer Financial Strength ratings at 'A-', and assign a Stable Outlook to all of Unitrin's applicable ratings. Fitch's current Rating Outlook for Unitrin's IFS ratings is Negative. Fitch believes the successful completion of a long-term debt issuance, for which a portion of the proceeds would be used to pay off the company's bank revolver in full, would materially improve the company's financial flexibility and overall holding company profile. Concerns with respect to financial flexibility were a key driver of both Fitch's previous Negative Rating Outlook on Unitrin's holding company ratings (and current IFS Outlook), as well as the wider than customary notching between Unitrin's insurance company and holding company ratings. A successful debt issuance would greatly mitigate those concerns. The Rating Watch Positive is also influenced by additional analysis completed by Fitch related to Fireside Bank, Unitrin's once troubled auto finance business, which the company previously announced it would exit. Idiosyncratic risks related to Fireside Bank have also been a key driver of the wider than customary notching between Unitrin's insurance company and holding company ratings. Fitch has performed various stress scenarios related to the bank run-off, and while there is still risk related to the performance of Fireside Bank's loan portfolio, based on the agency's updated analysis, Fitch believes the bank will be self-funding and will not weaken the balance sheet of the parent company. This relieves some of the concern that has resulted in wider holding company notching. Providing additional comfort for the holding company is Fireside's $240 million of cash and investments. Fitch notes that Fireside Bank's capitalization remains strong with a Tier 1 Capital to Total Average Asset ratio of 31% compared with 15.6% on March 31, 2009 when the bank was placed into runoff. Operating performance continues to show improvement with an operating profit of $14.7 million at Sept. 30, 2010, compared with a $1.5 million operating loss for the prior year period. Should Unitrin be unsuccessful in issuing debt at reasonable terms, Fitch will review ratings at that time, but would likely affirm the ratings at their current levels with a Negative Outlook. Fitch has placed these on Rating Watch Positive: Unitrin -- IDR 'BBB-'; -- $360 million senior notes 'BB+'. Fitch currently rates this with a Negative Outlook: Trinity Universal Insurance Co. United Insurance Co. of America Union National Life Insurance Co. Reliable Life Insurance Co. -- IFS rating 'A-'. UNIVERSITY VILLAGE: Case Summary & Largest Unsecured Creditor ------------------------------------------------------------- Debtor: University Village Apartments, L.P. 165 N. Meramec Avenue, Suite 430 Saint Louis, MO 63105 Bankruptcy Case No.: 10-52443 Chapter 11 Petition Date: October 28, 2010 Court: United States Bankruptcy Court Eastern District of Missouri (St. Louis) Judge: Barry S. Schermer Debtor's Counsel: Spencer P. Desai, Esq. DESAI LAW FIRM LLC Pierre Laclede Center 7733 Forsyth Boulevard, Suite 2075 St. Louis, MO 63105 Tel: (314) 881-0800 Fax: (314) 881-0820 E-mail: sdesai@desailawfirmllc.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Bill L. Bruce, manager of UVA Partners, LLC, Debtor's general partner. In its list of 20 largest unsecured creditors, the Joint Debtors placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Fannie Mae $40,064,506 c/o Edward T. Bullard, Esq. Shook, Hardy & Bacon LLP 2555 Grand Boulevard Kansas City, MO 64108 USG CORP: Has $100 Million Net Loss in Third Quarter ---------------------------------------------------- USG Corporation filed its quarterly report on Form 10-Q with the Securities and Exchange Commission. The Company reported third quarter 2010 net sales of $758 million, an operating loss of $58 million, and a net loss of $100 million. In last year's third quarter, the operating loss was $92 million and the net loss was $94 million. The Company's balance sheet at Sept. 30, 2010, showed $3.86 billion in total assets, $515.0 million in total current liabilities, $1.95 billion in long-term debt, $22.0 million in other liabilities, and $666.0 million in commitments and contingencies, and $702 million in stockholders' equity. A full-text copy of the Company's earnings release is available for free at http://ResearchArchives.com/t/s?6ce9 A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?6d6e About USG Corp. USG Corporation, headquartered in Chicago, Illinois, is a leading producer and distributor of building materials in the Unites States, Canada and Mexico. The company manufactures and markets gypsum wallboard and operates a specialty distribution business that sells to professional contractors. It also manufactures ceiling tiles and ceiling grids used primarily in commercial applications. Revenues for the last 12 months through March 31, 2010, totaled approximately $3.1 billion. * * * As reported by the Troubled Company Reporter on June 28, 2010, Moody's Investors Service downgraded USG Corporation's Corporate Family Rating and Probability of Default Rating to Caa1 from B3. In a related rating action Moody's downgraded the guaranteed senior unsecured notes due 2014 to B2 from B1 and the other senior unsecured debt to Caa2 from Caa1. The Speculative Grade Liquidity rating remains SIGIL-3. The outlook is stable. The downgrades result from weaker than previously anticipated operating performance. Moody's believes that potential demand increases for wallboard from North American new home construction and repair and remodeling will not be adequate to generate sufficient volumes and operating profits to cover USG's interest expense over the intermediate term. Furthermore, the non- residential construction end market, which accounts for about 30% of USG's revenues, is expected to contract well into 2011. VERTELLUS SPECIALTIES: S&P Assigns 'B' Corporate Credit Rating -------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned a 'B' corporate credit rating to Indianapolis, Ind.-based Vertellus Specialties Inc. The outlook is stable. S&P assigned a 'BB-' issue-level rating and '1' recovery rating to the $85 million asset-based lending (ABL) facility. The '1' recovery rating reflects S&P's expectation for very high (90%- 100%) recovery for ABL lenders in the event of a payment default. S&P also assigned a 'B' issue-level rating and '4' recovery rating to the $345 million senior secured notes. The '4' recovery rating reflects S&P's expectation for average (30%-50%) recovery for senior noteholders in the event of a payment default. The $345 million in senior secured notes and $5 million drawn on the ABL facility at close were used to refinance $339 million in first-lien and second-lien debt including accrued interest and the remaining in transaction fees and expenses. "The ratings on Vertellus reflect a weak business risk profile including a narrow scope of products, and a highly leveraged financial profile," said Standard & Poor's credit analyst Henry Fukuchi. "These negatives are offset by the company's leading market share in the pyridine and picolines markets, good technology position within its niche chemical markets, and good geographical diversity gained through manufacturing facilities on three continents." As of June 30, 2010, Vertellus generated last-12-months sales of approximately $500 million and adjusted EBITDA of $83 million. WILDWING DEVELOPMENT: Court Orders Dismissal of Chapter 11 Case --------------------------------------------------------------- As reported in the Troubled Company Reporter on July 27, 2010, Wildwing Development, LLC, asked the U.S. Bankruptcy Court for the District of Colorado to dismiss its Chapter 11 case, citing that it has been unsuccessful in obtaining necessary financing to emerge from Chapter 11. Additionally, Bank of Colorado had moved for relief from stay. On August 4, 2010, the Honorable A. Bruce Campbell of the U.S. Bankruptcy Court for the District of Colorado granted the motion of the Debtor to dismiss its Chapter 11 case. Notwithstanding the dismissal, however, Judge Campbell ordered the Debtor to timely pay any U.S. Trustee quarterly fees that have accrued during the Chapter 11 case. About Wildwing Development LLC Centennial, Colorado-based Wildwing Development LLC, is a single asset real estate. The Company filed for Chapter 11 bankruptcy protection on April 13, 2010 (Bankr. D. Colo. Case No. 10-18467). Bart B. Burnett, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett, P.C., in Denver, Colorado, represented the Debtor as counsel. The Debtor estimated its assets and debts at $10,000,000 to $50,000,000. WORKFLOW MANAGEMENT: Chapter 11 Filing Cues S&P to Withdraw Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services withdrew its ratings on Workflow Management Inc. The withdrawal follows the company's Chapter 11 filing on Sept. 30, 2010, and S&P's subsequent lowering of its ratings on the company to 'D'. XM SATELLITE: Closes $700 Million Senior Notes Offering ------------------------------------------------------- XM Satellite Radio Inc. announced the closing of its previously announced offering of $700 million aggregate principal amount of 7.625% Senior Notes due 2018. In addition, XM announced that it exercised its early purchase option and has accepted for purchase all of the $489,065,000 aggregate principal amount of its outstanding 11.25% Senior Secured Notes due 2013 tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on October 26, 2010 pursuant to the previously announced tender offer and consent solicitation. Payment for the 11.25% Notes purchased will be made today. XM also announced that based on the amount of 11.25% Notes tendered, XM has received the requisite consents to adopt the proposed amendments to the 11.25% Notes, the indenture governing the 11.25% Notes and the related security documents. A supplemental indenture and other documents giving effect to the amendments have been executed and delivered. The amendments have eliminated most of the restrictive covenants and certain of the events of default contained in the indenture governing the 11.25% Notes and have released the security for, and guarantees of, the 11.25% Notes. The tender offer is being made pursuant to the terms and conditions of the Offer to Purchase and Consent Solicitation Statement, dated as of October 13, 2010, and the related Letter of Transmittal and Consent. The tender offer will expire at 12:00 a.m., midnight, New York City time, on November 9, 2010, unless extended by XM. The depositary and information agent for the tender offer and consent solicitation is Global Bondholder Services Corporation. The dealer manager for the tender offer and solicitation agent for the consent solicitation is J.P. Morgan Securities LLC. About XM Satellite Washington, D.C.-based XM Satellite Radio, Inc. broadcasts its music, sports, news, talk, entertainment, traffic and weather channels in the United States for a subscription fee through its proprietary satellite radio system. The Company's system consists of four in-orbit satellites, over 650 terrestrial repeaters that receive and retransmit signals, satellite uplink facilities and studios. Subscribers can also receive certain of the Company's music and other channels over the Internet. XM Satellite Radio, Inc. is a direct wholly owned subsidiary of Sirius XM Radio Inc. * * * As reported in the Troubled Company Reporter on June 29, 2010, Moody's Investors Service said that the Caa1 rating on XM Satellite Radio Inc.'s proposed senior secured notes is not affected by the increase in the size of the offering to $526 million from $350 million. * Study Finds Private-Equity Involvement Doesn't Hurt Recoveries ---------------------------------------------------------------- Private equity-backed companies weren't able to escape the wave of defaults spawned by the economic downturn, but they fared better than expected when faced with defaulted debt and bankruptcies, a new report from Moody's Investors Service suggests, Dow Jones' DBR Small Cap reports. * Atty. Malfitano Leads Hilco Trading's Factory Sales ----------------------------------------------------- When a retail chain holds store-closing sales, factory equipment is auctioned or industrial real estate is sold, Joseph Malfitano is often the lawyer behind the deal, Dow Jones' DBR Small Cap reports. According to the report, recently promoted to deputy general counsel at Hilco Trading LLC, Malfitano is the primary transactions attorney at the Northbrook, Ill., liquidation and consulting firm. And that's kept him busy - especially since he's one of just two attorneys on staff. The report relates that from assisting the liquidation of major retailers to serving as the agent of liquidating plants, equipment and other assets left in General Motors and Chrysler's bankruptcy estates, Hilco has seen a considerable amount of work in recent years, and Malfitano has his hands in most of it. "As a deal junkie that can't focus on one thing for too long, this is the perfect spot for me," the report quotes Mr. Malfitano as saying. Mr. Malfitano, the report notes, is primarily involved with Hilco units that sell industrial property, hold auctions of factory equipment and liquidate retailers. * BOOK REVIEW: Harvest Moon - Portrait of a Nursing Home -------------------------------------------------------- Author: Sallie Tisdale Publisher: BeardBooks Softcover: 218 pages List Price: $34.95 Review by Henry Berry Sallie Tisdale uses her vantage point as a registered nurse to present an intriguing look at the structure, operations, staff, and patients of a typical nursing home named Harvest Moon. The privacy of the people she encounters at work has been protected with pseudonyms, but her descriptions of physical facilities, the behavior of individual patients, the commitment of nurses, and other varied issues and relationships encountered in nursing homes will be recognized as true by anyone familiar with this area of healthcare. Harvest Moon is, in the main, a humanistic portrait of a nursing home. Ms. Tisdale takes no political position, nor does she offer solutions to the problems of nursing homes and the larger social problem of providing quality healthcare for the elderly. In keeping with the book's humanistic tone, the author is also not critical of any of the many individuals who appear in her fictionalized, but true-to-life, nursing home. Harvest Moon, like the large majority of nursing homes that have a limited number of patients, staff, and administrators and a singular focus on care for the elderly, adopts a kind of tribal village approach (rather than a corporate approach) to providing healthcare for the aged. Without going into the causes of problems in the nursing home industry, Ms. Tisdale does nonetheless note that the shift "undeniably and inexorably toward profit" in this field has created a situation where the "demands of profit-oriented budgets are made worse by the shortage of help." Staffing issues have long been a problem in an industry where the annual turnover rate is sixty percent. Although the "boom" of the nursing home industry has run its course since the book was first published in 1987, conditions in nursing homes are still more or less the same, and the same problems remain. The author's observations that the cost of nursing-home care sometimes causes "impoverishment" for individuals and their families is familiar. With scenes, dialog, recurring characters, and a loose story line, the book reads like a novel. Ms. Tisdale's remark, "It is a beautiful and perfectly clear day, a day of short sleeves and no clouds," draws a sharp contrast with the atmosphere of the nursing home with its fluorescent lights that illuminate the same no matter what kind of day it is. A relative of one of the patients comes in with "a shiny pink raincoat." Her hair "falls lankly below her stooped shoulders" as she "steps up to the counter like a Fate." In another place, "smells of kitchen steam and urine, mop buckets and laundry, and disinfectant . . . mingle together in the halls." These and other vivid descriptions draw the reader into the experience of having entered a nursing home. Unlike most other books that look into the healthcare industry, Harvest Moon does not delve into issues of organizational structure, present cost analyses, opine about government intervention, or offer a laundry list of solutions. Yet all of this can be plainly inferred by any reader with knowledge of the recognized problems of modern-day healthcare and the debates on dealing with those problems. In places, Ms. Tisdale cites numbers and other facts of the nursing-home field -- for example, ". . . there are almost 24,000 nursing homes in the United States . . . . Nursing homes house two million people at a cost of over $30 billion dollars annually -- about eight percent of all the dollars spent nationally on health care." In other places, she uses settings, situations, and individuals to bring in background material on the nursing home industry. Such techniques do not take away from the author's aim of conveying just what things are like in a nursing home -- rather they supplement her objective. For example, her vivid description, "[t]he third hall, C Wing, is a sickly orange, and has room for forty patients requiring professional nursing, or 'skilled care'", is followed in the same paragraph with an explanation of what "skilled care" means and how it differs from the care provided in hospitals. She continues on to further explain how the skilled care of modern healthcare for "patients who would have never left the hospital" in previous decades but now must do so because of the crushing costs of hospital stays is part of the reason for the growth of nursing homes and the problems they try to deal with. But, as always, Ms. Tisdale returns to the illustrative examples of Harvest Moon. For example, a paragraph begins, "The patients on C Wing are notable most of all for variety in condition and disease," followed by the naming of these. There is no better book than Harvest Moon for getting a true picture of a nursing home. It is an exemplary humanitarian tale, while also relating the fundamentals of the business and healthcare issues that have to be taken into account for problems with nursing homes to be alleviated and perhaps someday remedied. A registered nurse, Sallie Tisdale is the well-known author of six books and many articles and also a contributing editor of the magazine Tricycle. Her work and interests in the healthcare field have been recognized with awards and fellowships, including an NEA Fellowship. ********* 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 ***