/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/101207.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, December 7, 2010, Vol. 14, No. 339 Headlines 315 UNION: Case Summary & 9 Largest Unsecured Creditors ACCENTIA BIOPHARMA: Has Sole Rights to Purchase Baxter's Cytoxan ADIRONDACK MINES: District Court Affirms Dismissal of Ch. 11 Case AE BIOFUELS: Posts $1.7 Million Net Loss in September 30 Quarter AFFINITY GROUP: Issues $333MM of Sec. Notes to Repay Debt ALDA PHARMACEUTICALS: Posts C$335,400 Net Loss in Q3 2010 AMBAC FINANCIAL: Wisconsin Court Yet to Rule on AAC Rehab Plan AMBAC FINANCIAL: Committee Proposes Information Sharing Procedures AMBAC FINANCIAL: Court Approves Stock/Claims Trading Restrictions AMC ENTERTAINMENT: S&P Assigns 'BB-' Rating on Proposed Debt AMERICAN APPAREL: Sells 1.1-Mil. Shares to CEO for $1.67-Mil. AMERICAN SAFETY: Sale to Energizer Completed November 23 AMERICAN MEDIA: Proposes Akin Gump as Attorneys AMERICAN MEDIA: Paul Weiss Represents Ad Hoc Noteholders Group AMERICAN MEDIA: Names T. Kraft Chief Editor of Shape Magazine AMR CORP: CFO to Report on Results, Outlook at Dec. 8 Conference ANGIOTECH PHARMACEUTICALS: Rex Gets TRO Pending Arbitration APPLEJACK ART: Reaches Settlement with Pela Concept & Wild Apple ARVINMERITOR INC: Amends Citicorp Deal for $30-Mil. of L/Cs AVENTINE RENEWABLE: S&P Assigns 'B' Corporate Credit Rating AWAL BANK: HSBC Bank Challenges Chapter 11 Bid BALTIMORE AND CHARLES: Bldg. Owner to Sell Hotel Space to Kimpton BANNING LEWIS: Fights to Keep Chapter 11 Case in Delaware BARBER GLASS: Receiver Submits List of Creditors BENTLEY SYSTEMS: S&P Assigns 'BB-' Corporate Credit Rating BERNARD L MADOFF: Enters $500MM Recovery Deal With Swiss Bank BLOCKBUSTER INC: Moves Plan Filing Deadline to December 15 BLOCKBUSTER INC: Panel Wants Challenge Period Extended to Feb. 9 BLOCKBUSTER INC: Lyme Regis Wants to Pursue Estate's Claims BLOCKBUSTER INC: Committee Gets OK for Cooley as Counsel BUFFETS OF BENSALEM: NJ Court Rejects Assumption of Pact Request C&D TECHNOLOGIES: 95.56% of Sr. Notes Tendered for Exchange CAPITOL BANCORP: To Cure NYSE Listing Deficiency CENTRALIA OUTLETS: Case Summary & 20 Largest Unsecured Creditors CHANA TAUB: Chapter 11 Trustee Moves for Chapter 7 Conversion CIELO APARTMENTS: Case Summary & 20 Largest Unsecured Creditors CITADEL BROADCASTING: Loan Upsizing Won't Affect S&P's Ratings CITIGROUP INC: Treasury to Sell Remaining Common Shares CITADEL BROADCASTING: Rejected Cumulus Media Merger Offer Twice CLEARWIRE CORP: $1.325-Bil. Notes Priced at 105.18% Plus Interest CLEARWIRE CORP: Unit to Raise $1.1 Billion from Debt Offerings CONOLOG CORP: WithumSmith+Brown Raises Going Concern Doubt CONSOLIDATED HORTICULTURE: EisnerAmper Named Creditors' Advisor CONSOLIDATED HORTICULTURE: Lowenstein Okayed as Committee's Attys. CONSOLIDATED HORTICULTURE: Gets Interim Nod $10.5-Mil. of Loans CROSS COUNTRY: Case Summary & 20 Largest Unsecured Creditors DAIRY PRODUCTION: Gets Interim OK to Use Cash Collateral DAIRY PRODUCTION: Creditors Panel Gets OK to Tap Stone as Counsel DAIRY PRODUCTION: Files Schedules of Assets & Liabilities DAIRY PRODUCTION: Gets Nod to Tap Arnall Golden as Bankr. Counsel DAVIS HERITAGE: Files Schedules of Assets & Liabilities DAVIS HERITAGE: Taps Latham Shuker as Bankruptcy Counsel DAVIS HERITAGE: U.S. Trustee Won't Appoint Creditors Panel DEAN FOODS: Fitch Downgrades Issuer Default Rating to 'B' DITEQ CORPORATION: Case Summary & 20 Largest Unsecured Creditors DRYSHIPS INC: Extends Waiver of Loan Covenants Until December 31 DUKE AND KING: Case Summary & 20 Largest Unsecured Creditors E3 BIOFUELS: Spectrum Business Closes Purchase of Assets ENERJEX RESOURCES: Extends MVP Sale Deal Deadline Until Dec. 31 EVELYN LIVING: Sales on Project Suspended as Receivership Looms FGIC CORP: Plan Up in the Air Over Insurance Unit's Troubles FORD MOTOR: Reduced Automotive Debt by $12.8-Bil. This Year FORD MOTOR: November Sales Up 24% from Last Year's FREDDIE MAC: Says Mortgage Servicers Triggered Foreclosure Crisis FREDERICK BERG: Sale of MTR Expected to Net $4.3 Million GAMETECH INT'L: Lenders Extend Forbearance Until January 31 GAMETECH INT'L: R. Fedor Retires as Executive Chairman GARY BURIVAL: Pritchett Administrative Expense Claims Denied GARY PHILLIPS: Case Summary & 20 Largest Unsecured Creditors GEORGIA GULF: S&P Gives Positive Outlook; Affirms 'B' Rating GEORGE VAN WAGNER: Ch. 7 Trustee Did Not Abandon Causes of Action GLYNN PLACE Douglas Wilson Appointed as Receiver GOODWILL INDUSTRIES: Files for Chapter 11 in Milwaukee GRANT FOREST: Court Denies U.S.'s Motion to Vacate Tax Order GREAT ATLANTIC: Bobbi Gaunt Resigns from Board of Directors H2O DEVELOPMENT: Iwaszczenko's 2nd Suit v. Neales Dismissed HAMTRAMCK, MI: State Won't Allow Chapter 9 Bankruptcy HANA BIOSCIENCES: Rebrands to Talon Therapeutics IKARIA INC: S&P Affirms 'B+' Corporate Credit Rating IMAGEWARE SYSTEMS: Issues $2-Mil. in 2-Year Unsec. Conv. Notes INOVA TECHNOLOGY: Shares Resume Trading at OTCBB INTERGRAPH CORP: S&P Withdraws 'B+' Corporate Credit Rating INTEGRATED FREIGHT: Issues 2.4 Million Shares to Seaside IPOF FUND: Court Extends Trading Restrictions Until March 1 IRONGATE FARM: Voluntary Chapter 11 Case Summary KH FUNDING: Case Summary & 15 Largest Unsecured Creditors KRISPY KREME: Posts $2.39-Mil. Profit in 3rd Quarter LALIT PATEL: Case Summary & 13 Largest Unsecured Creditors LANGUAGE LINE: Moody's Affirms 'B1' Corporate Family Rating LANGUAGE LINE: S&P Assigns 'B+' Rating on Debt Offering LDK SOLAR: Issuing $300 Million of Convertible Senior Notes LEVITT AND SONS: Judge Grants Class Certification to Investors LUCIA BEACH: Case Summary & 4 Largest Unsecured Creditors MACATAWA BANK: C. Hankinson Discloses Non-Ownership of Securities MARSICO HOLDINGS: Moody's Confirms 'Caa3' Corporate Family Rating MASSOUMEH VALANEJAD: Case Summary & 11 Largest Unsecured Creditors MEDICOR LTD: Implements Plan with 26% for Secured Lenders MEDSCI DIAGNOSTICS: Court Affirms Validity of SIF Contract METRO-GOLDWYN-MAYER: Expects to Emerge from Ch. 11 Mid-December METRO-GOLDWYN-MAYER: Former Pixar CFO Expected to Join MGM Board METRO-GOLDWYN-MAYER: Has Access to Cash Collateral Until Emergence MICRON TECHNOLOGIES: S&P Raises Corporate Credit Rating to 'B+' MILACRON INC: Court to Hear Conversion to Chapter 7 NATION ENERGY: Files 10-K for FY2008; Going Concern Doubt Raised NXT NUTRITIONALS: Discloses Resale of 22.8-Mil. Shares of Stock NYABA YAMUSAH: Voluntary Chapter 11 Case Summary OTC HOLDINGS: Second Lien Lenders Settle to Support Plan PARAMOUNT RESOURCES: To Sell $300-Mil. of Unsecured Notes at Par POINT BLANK: Equity Holders Pursue Replacement Financing PROTECTIVE PRODUCTS: Class Action Suit Commenced Against Ex-Staff PURESPECTRUM INC: Incurs $2.16 Mil. Net Loss in Sept. 30 Quarter RCLC INC: To File Monthly Reports In Lieu of 10-Q, 10-K REALOGY CORP: Launches Notes Exchange Offer to Improve Flexibility REGAL ENTERTAINMENT: Declares $1.4 Per Share Cash Dividend REGAL ENTERTAINMENT: Special Dividend Won't Affect Fitch's Ratings RENFRO CORPORATION: Loan Upsizing Won't Affect Moody's B2 Rating RIDGEFIELDS COUNTY: First Community's $2.57-Mil. Tops Auction RIVIERA HOLDINGS: Emerges From Chapter 11 Protection SIG ILLING: Case Summary & 10 Largest Unsecured Creditors SKILLED HEALTHCARE: Court Okays $62.8MM Class Action Settlement SMILE BRANDS: S&P Assigns Corporate Credit Rating at 'B' SPEEDSTAR ACQUISITION: Moody's Assigns 'Ba3' Rating on Loan STARK CERAMICS: Court Says American First's Lien Not Avoidable STILLWATER MINING: Acquires All Outstanding Shares of Marathon SUMMIT MATERIALS: Moody's Assigns 'B2' Rating on $425 Mil. Loan SUMMIT MATERIALS: S&P Affirms 'BB-' Corporate Credit Rating SUNOCO INC: Fitch Affirms Ratings on Subordinated Notes at 'BB+' SUNRISE SENIOR: Contract With CEO Extended Until 2012 TAYLOR-WHARTON: Court Dismisses Complaint v. Harsco, et al. TEXAS RANGERS: Cuban Withdraws Substantial Contribution Claim TEXAS RANGERS: Weil Gotshal Bills $5.4 Million for Legal Work TIB FINANCIAL: Board Approves Restated ByLaws TOPS HOLDING: William Mills Promoted to Tops Markets' CFO TRICO MARINE: Shipping Seeks Amendments to 11-7/8% Notes Indenture TRINIDAD DRILLING: Moody's Assigns 'B2' Rating on Senior Notes TRINIDAD DRILLING: S&P Assigns 'BB-' Corporate Credit Rating TRONOX INC: Agrees to Allow $2.8 Million Environmental Claim US FIDELIS: Asks to Auction Off Former Executives' Properties VERTIS HOLDINGS: On Track to Complete Restructuring by Year's End WALTER ENERGY: Moody's Reviews 'B1' Corporate Family Rating WASHINGTON MUTUAL: Wants Attys. Not Testifying on Settlement WATER'S EDGE: Case Summary & 7 Largest Unsecured Creditors WEST CORP: Receives Consents to Amend 2014 Senior Indenture * S&P's Global Corp. Default Tally Up By One to 75 YTD 2010 * Large Companies With Insolvent Balance Sheets ********* 315 UNION: Case Summary & 9 Largest Unsecured Creditors ------------------------------------------------------- Debtor: 315 Union Street Holdings, LLC P.O. Box 1767 Mount Juliet, TN 37121 Bankruptcy Case No.: 10-13106 Chapter 11 Petition Date: December 3, 2010 Court: U.S. Bankruptcy Court Middle District of Tennessee (Nashville) Judge: Keith M. Lundin Debtor's Counsel: Steven L. Lefkovitz, Esq. LAW OFFICES LEFKOVITZ & LEFKOVITZ 618 Church Street, Suite 410 Nashville, TN 37219 Tel: (615) 256-8300 Fax: (615) 255-4516 E-mail: slefkovitz@lefkovitz.com Scheduled Assets: $13,162,646 Scheduled Debts: $25,484,852 The petition was signed by Mark Lineberrry, president. Debtor's List of nine Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wells Fargo Secured by Property $3,591,948 D1100-090 9th Floor 201 South, South College Street Charlotte, NC 28244-1075 Lineberry Properties -- $2,309,000 P.O. Box 1767 Mount Juliet, TN 37121 Osama M. El-Atari -- $2,000,000 19946 Belmont Station Drive Ashburn, VA 20147 Branch Banking & Trust Credit Card $23,384 Commercial Painting, Inc -- $8,108 Wolfgang Sauermann -- $1,691 Westwood Properties KLM Mechanical -- $1,618 Bloom Law Firm -- $1,379 EMC Structural Engineers, PC -- $1,065 ACCENTIA BIOPHARMA: Has Sole Rights to Purchase Baxter's Cytoxan ---------------------------------------------------------------- Accentia Biopharmaceuticals, Inc., announced November 29, 2010, a strategic agreement with Baxter Healthcare Corporation to provide Accentia with the exclusive, worldwide right to purchase Baxter's cyclophosphamide, which is marketed under the brand name Cytoxan(R) for the treatment of designated autoimmune diseases including multiple sclerosis. Cyclophosphamide is the active drug used in Revimmune(TM) therapy, Accentia's proprietary system-of- care being developed for the treatment of a broad range of autoimmune diseases. The agreement also grants Accentia with the exclusive right for designated indications to reference Baxter's proprietary, historical data related to cyclophosphamide as part of Accentia's planned clinical and regulatory development of Revimmune. The agreement designates Baxter as Accentia's sole source of cyclophosphamide for Revimmune. "We are pleased that, through this agreement, we will be able to support Accentia Biopharmaceuticals in the ongoing development of Revimmune," said Debasis Chakrabarti, M.D., Ph.D., Baxter's Therapeutic Area Leader for Oncology. "Further investigation of cyclophosphamide may identify a potentially valuable treatment option for patients with devastating autoimmune diseases, including multiple sclerosis, with high unmet medical need." According to Accentia's President, Mr. Samuel S. Duffey, "We consider our agreement with Baxter to be highly strategic to Accentia's plans for the development and commercialization of Revimmune. We believe that the exclusive rights to purchase Cytoxan for designated indications and the ability to reference Baxter's data related to cyclophosphamide not only assures that Accentia will have access to the highest quality supply of cyclophosphamide, but also facilitates Accentia's regulatory strategy and reinforces its market position. With this agreement in place, we are planning a robust clinical and regulatory development strategy to advance our mission to establish Revimmune as a new standard-of-care treatment for patients suffering from autoimmune diseases, including orphan indications with potential accelerated regulatory pathways, as well as major indications such as multiple sclerosis." About Accentia Biopharmaceuticals Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc. (OTC QB: ABPI) -- http://www.accentia.net/-- is committed to advancing the autoimmune disease therapy, Revimmune(TM), as a comprehensive system of care and drug regimen designed for the treatment of autoimmune diseases. Revimmune therapy includes an ultra-high-dose regimen of Cytoxan(R) (cyclophosphamide), exclusively supplied via a strategic agreement with Baxter Healthcare Corporation. Clinical trials for Revimmune are being planned for the treatment of multiple autoimmune indications. Accentia holds a majority-ownership stake in Biovest International, Inc., an emerging leader in the field of active personalized immunotherapies. In collaboration with the National Cancer Institute, Biovest has developed a patient-specific, cancer vaccine, BiovaxIDO(R), with three clinical trials completed, including a Phase III study for the treatment of follicular non- Hodgkin's lymphoma. 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, and Series A convertible redeemable preferred stock, $1.00 par value of $7,528,640. On November 2, 2010, the Bankruptcy Court entered its order confirming Accentia Biopharmaceuticals, Inc., and its subsidiaries' First Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code. The Debtors emerged from Chapter 11 protection, and the Plan became effective, on November 17, 2010. ADIRONDACK MINES: District Court Affirms Dismissal of Ch. 11 Case ----------------------------------------------------------------- Judge Gary L. Sharpe for the U.S. District Court for the Northern District of New York affirmed a bankruptcy court order dismissing the voluntary Chapter 11 petition of Adirondack Mines Inc. Adironrack was formed in March 2009 for the purpose of transferring five rental properties located in Las Vegas, Nevada, for certain money consideration. However, no evidence is noted that any payment was ever received. By June 2009, the Company filed for bankruptcy protection, allegedly to reorganize. The Acting U.S. Trustee for Region 2 sought dismissal of the Chapter 11 filing. In February 2010, the Bankruptcy Court ruled in favor of the U.S. Trustee, citing that the Debtor acted in bad faith in acquiring the Nevada properties and in filing its bankruptcy case. Adirondack appealed the Bankruptcy Court's decision in April 2010. According to Judge Sharpe, the record amply supports the Bankruptcy Court's finding of bad faith. The District Court, among other things, noted that Adirondack's assets are questionable at best and its business operations are facially dubious. The case is Adirondack Mines, Inc., v. United States Trustee, Case No. 10-cv-411 (N.D.N.Y.). A copy of the District Court's Opinion, dated November 16, 2010, is available at http://is.gd/i5pWwat Leagle.com. Leslie N. Reizes, Esq., at Reizes Law Firm, Chartered, in Boynton Beach, Florida, represents the Debtor. AE BIOFUELS: Posts $1.7 Million Net Loss in September 30 Quarter ---------------------------------------------------------------- AE Biofuels Inc. filed its quarterly report on Form 10-Q, reporting a net loss of $1.72 million on $1.59 million of sales for the three months ended September 30, 2010, compared with a net loss of $3.78 million on $4.05 million of sales for the same period a year earlier. The Company's balance sheet at September 30, 2010, showed $20.23 million in total assets, $29.03 million in total liabilities, all current, and a stockholders' deficit of $8.80 million. The Company has an accumulated deficit of $44.64 million and a working capital deficit of $27.22 million as of September 30, 2010. BDO Seidman, LLP, in San Jose, Calif., expressed substantial doubt about AE Biofuels' ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has incurred recurring losses, and has a working capital deficit and total stockholders' deficit as of December 31, 2009. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?707f AE Biofuels, Inc. (OTC BB: AEBF) -- http://www.aebiofuels.com/-- is a global vertically integrated biofuels company based in Cupertino, California, developing sustainable solutions to address the world's renewable energy needs. The Company is commercializing its patent-pending next-generation cellulosic ethanol technology that enables the production of biofuels from both non-food and traditional feedstocks. Its wholly-owned Universal Biofuels subsidiary built and operates a nameplate 50 million gallon per year biodiesel production facility on the east coast of India. AFFINITY GROUP: Issues $333MM of Sec. Notes to Repay Debt --------------------------------------------------------- On November 30, 2010, Affinity Group Inc. issued $333.0 million of 11.5% senior secured notes due 2016 at an original issue discount of 2.1%. Interest on the Notes is due each December 1 and June 1 commencing June 1, 2011. The Notes mature on December 1, 2016. The Company used the net proceeds of $326.0 million from the issuance of the Notes: i) to irrevocably redeem or otherwise retire all of the outstanding 9% senior subordinated notes due 2012 in an approximate amount of $142.5 million; ii) to permanently repay all of the outstanding indebtedness under its existing senior secured credit facility in an approximate amount of $153.4 million; iii) to make a $19.6 million distribution to AGI's direct parent, Affinity Group Holding, Inc. ("Parent"), to enable Parent, together with other funds contributed to the Parent, to redeem, repurchase or otherwise acquire for value and satisfy and discharge all of its outstanding 10 7/8% senior notes due 2012; and iv) to pay related fees and expenses in connection with the foregoing transactions and to provide for general corporate purposes. The Camping World credit agreement -- a March 1, 2010 credit agreement entered into by AGI subsidiary Camping World, Inc., for an asset based lending facility of up to $22.0 million, of which $10.0 million -- remains outstanding and available for borrowings and letters of credit. Borrowings under the CW Credit Facility are guaranteed by the direct and indirect subsidiaries of Camping World and are secured by a pledge on the stock of Camping World and its direct and indirect subsidiaries and liens on the assets of Camping World and its direct and indirect subsidiaries. As of November 30, 2010, there were no borrowings outstanding under the CW Credit Facility and $8.6 million of letters of credit were issued under the CW Credit Facility. The Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of the AGI's existing and future domestic restricted subsidiaries. All of the Company's subsidiaries other than CWFR Capital Corp. will be designated as restricted subsidiaries, and CWFR will constitute AGI's only "Unrestricted Subsidiary". In the event of a bankruptcy, liquidation or reorganization of an Unrestricted Subsidiary, holders of the indebtedness of that Unrestricted Subsidiary and their trade creditors will generally be entitled to payment of their claims from the assets of that Unrestricted Subsidiary before any assets are made available for distribution to us. As a result, with respect to assets of Unrestricted Subsidiaries, the notes will be structurally subordinated to the prior payment of all of the debts of such Unrestricted Subsidiaries. The Notes and the related guarantees are AGI's and the guarantors' senior secured obligations. The Notes: i) rank senior in right of payment to all of AGI's and the guarantors' existing and future subordinated indebtedness, ii) rank equal in right of payment with all of AGI's and the guarantors' existing and future senior indebtedness, iii) are structurally subordinated to all future indebtedness of its subsidiaries that are not guarantors of the notes and iv) are effectively subordinated to the CW Credit Facility and any future credit facilities in replacement thereof to the extent of the value of the collateral securing indebtedness under such facilities. The indentures governing the Notes limits the Company's ability to, among other things, incur more debt, pay dividends or make other distributions to its parent, redeem stock, make certain investments, create liens, enter into transactions with affiliates, merge or consolidate, transfer or sell assets and make capital expenditures. Subject to certain conditions, AGI must make an offer to purchase some or all of the notes with the excess cash flow offer amount determined for each applicable period, commencing with the annual period ending December 31, 2011, and each June 30 and December 31 thereafter, at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase. 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 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. * * * Affinity Group Inc. carries 'B3' long term corporate family and probability of default ratings, with 'stable' outlook, from Moody's Investors Service. As reported in the Troubled Company Reporter on November 9, 2010, Standard & Poor's Ratings Services assigned Affinity Group Inc.'s proposed $325 million senior secured notes due 2016 its preliminary 'B-' issue-level rating. Following the close of the proposed transaction, S&P expects to assign a 'B-' corporate credit rating to Affinity Group Inc., and withdraw S&P's current 'D' corporate credit rating on Affinity Group Holding Inc. A portion of the proceeds of the new notes will be used, in conjunction with cash contributions from Holding's parent, to repay in full $88 million of senior notes that are currently outstanding at Holding. S&P said the expected 'B-'corporate credit rating on Affinity Group reflects S&P's expectation that, following the proposed refinancing transaction, adjusted debt leverage will be reduced by about 1x, the company will not have any meaningful near-term debt maturities, and the company will generate some discretionary cash flow (albeit minimal). Still, credit measures will remain relatively weak, as adjusted debt leverage will remain above 6.0x (S&P's operating lease adjustment adds about a turn to leverage), and S&P expects interest coverage to remain in the low- to mid- 1.0x area over the intermediate term. ALDA PHARMACEUTICALS: Posts C$335,400 Net Loss in Q3 2010 --------------------------------------------------------- ALDA Pharmaceuticals Corp. filed on December 2, 2010, interim consolidated financial statements for the three months ended September 30, 2010. The Company reported a net loss of C$335,442 on C$82,639 of sales for the three months ended September 30, 2010, compared to a net loss of C$650,268 on C$73,429 of sales for the same period ended September 30, 2009. The Company's balance sheet as of September 30, 2010, showed C$1.24 million in total assets, C$983,007 in total liabilities, and stockholders' equity of $258,397. "The Company has no history of pre-tax profit and in the previous three years has had only limited annual revenues for each of the years it has been operating." The Company says its continued operation will be dependent upon its ability to generate operating revenues and to procure additional financing, of which there can be no assurance. "Failure to generate revenues or raise capital could cause the Company to cease operations." The auditor's reports to the shareholders are expressed in accordance with Canadian reporting standards, which do not require a reference to conditions and events that cast substantial doubt on the Company's ability to continue as a going concern when these are adequately disclosed in the financial statements. A full-text copy of the Interim Financial Statements is available for free at http://researcharchives.com/t/s?7086 A full-text copy of the Management's Discussion & Analysis for the three months ended September 30, 2010, is available at no charge at http://researcharchives.com/t/s?7087 About ALDA Pharmaceuticals Based in New Westminster, Canada, ALDA Pharmaceuticals Corp. -- http://www.aldacorp.com/-- is principally engaged in the development, production and marketing of infection control agent products, principally a product marketed as "T36(R)". ALDA trades on the TSX Venture Exchange in Vancouver, Canada under the symbol "APH" and on the OTC QB under the symbol "APCSF". AMBAC FINANCIAL: Wisconsin Court Yet to Rule on AAC Rehab Plan -------------------------------------------------------------- A federal court overseeing the rehabilitation proceeding of Ambac Assurance Corp. was scheduled to decide on the rehabilitation plan proposed by the Sean Dilweg, the head of Wisconsin's Office of the Commissioner of Insurance, on November 30, 2010, according to Patrick McGee of The Bond Buyer. However, as of press time, no news of Judge William D. Johnston of the Dane Circuit Court in Wisconsin's decision on the AAC Rehabilitation Plan has been available. In other AAC-related news, the OCI stated that AAC is close to a deal that would clear more than $500 million exposure to revenue bonds issued by the Nevada Department of Business and Industry for the Las Vegas Monorail, The Bond Buyer reports. "We're very close on negotiations with the Las Vegas Monorail to reach a commutation," the OCI was quoted by The Bond Buyer as saying. The OCI placed AAC's portfolio of asset-backed security policies, including the monorail credit worth $50 billion into the segregated account. The OCI is the court-appointed rehabilitator of the segregated account. According to The Bond Buyer, AAC's exposure to the now bankrupt monorail transit system is the single-largest municipal credit in the account. The amount AAC might pay under the settlement is yet to be known, The Bond Buyer notes. According to Kimberly Shaul, deputy commissioner at the OCI, a commutation agreement is a possibility for all policyholders in the segregated account, not just the monorail credit, the report adds. The report notes that claims in the segregated account were temporarily frozen to stop AAC from hemorrhaging more than $150 million a month, as its portfolio of residential mortgage-backed securities was deteriorating rapidly. The continuous losses threatened to dry up AAC's claims-paying abilities and leave policyholders of longer-duration debt with a worthless guarantee, the report cites. About Ambac Financial Ambac Financial Group, Inc., headquartered in New York City, is a holding company whose affiliates provided financial guarantees and financial services to clients in both the public and private sectors around the world. Ambac Financial filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Case No. 10-15973) on November 8, 2010. Ambac said it will continue to operate in the ordinary course of business as "debtor-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Ambac's bond insurance unit, Ambac Assurance Corp., did not file for bankruptcy. AAC is being restructured by state regulators in Wisconsin. AAC is domiciled in Wisconsin and regulated by the Office of the Commissioner of Insurance of the State of Wisconsin. The parent company is not regulated by the OCI. Ambac's consolidated balance sheet -- which includes non-debtor Ambac Assurance Corp -- showed $30.05 billion in total assets, $31.47 billion in total liabilities, and a $1.42 billion stockholders' deficit, at June 30, 2010. On an unconsolidated basis, Ambac said in a court filing that it has assets of ($394.5 million) and total liabilities of $1.6826 billion as of June 30, 2010. Bank of New York Mellon Corp., as trustee to seven different types of notes, is listed as the largest unsecured creditor, with claims totaling about $1.62 billion. The Vanguard Group, Inc., holds 5.46% of the stock of Ambac and is its largest shareholder. Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L. Padnos, Esq., at Dewey & LeBoeuf LLP represent the Debtor. The Blackstone Group LP is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Ambac Financial Group Inc. (http://bankrupt.com/newsstand/or 215/945-7000) AMBAC FINANCIAL: Committee Proposes Information Sharing Procedures ------------------------------------------------------------------ The Official Committee of Unsecured Creditors for Ambac Financial Group Inc. asks Bankruptcy Judge Shelley Chapman to declare that it is not authorized or required, pursuant to Section 1102(b)(3)(A) of the Bankruptcy Code, to provide access of these information to the creditors it represents: (i) Ambac Financial Group, Inc.'s confidential and other non- public proprietary information; (ii) the Committee's confidential information; or (iii) privileged information. The Creditors' Committee also asks the Court to fix creditor information sharing procedures. Anthony Princi, Esq., at Morrison & Foerster LLP, in New York -- aprinci@mofo.com -- argues that Section 1102(b)(3)(A) is unclear and ambiguous. The statute simply requires a creditors' committee "to provide access to information," yet sets forth no guidelines as to the type, kind and extent of the information to be provided, he points out. He asserts that the Debtor is in a very competitive industry and the dissemination of confidential information to parties who are not bound by any confidentiality agreement could be damaging for the Debtor. If the Debtor's general creditors could require the Committee to give them access to Confidential Information in its possession, that information easily could become public immediately thereafter, Mr. Princi stresses. If there was a risk that Confidential Information given by the Debtor to the Committee would have to be turned over to any creditor, the Debtor would be highly discouraged from giving Confidential Information to the Committee in the first place, he asserts. He contends that the inability of the Committee to gain access to Confidential Information, in turn, could limit the ability of the Committee to fulfill its statutory obligations under the Bankruptcy Code. Against this backdrop, the Committee proposes certain procedures to govern information-sharing to creditors to help ensure that Confidential Information will not be disseminated to the detriment of the Debtor's estates and aid the Committee in performing its statutory functions. The proposed procedures are: (1) The Committee will respond to a general unsecured creditor's request for information within 20 days of the Committee's receipt of that request. That response will provide access to the requested information or reasons why that information will not be provided. (2) If the information request is denied because it requests confidential information, confidential and other non- public proprietary information typically shared with a creditors' committee or "Committee Confidential Information," or privileged Information, which cannot be disclosed, or the request is unduly burdensome, that creditor, after good faith attempts to meet and confer with the Committee, can file a motion asking that the information be provided. (3) In responding to an information request, the Committee will consider certain factors, including (i) the creditor's willingness to enter into a confidentiality agreement and trading restrictions; (ii) whether the requesting creditor is involved in the trading of claims or equity interests; and (iii) whether the requesting creditor is a current or prospective competitor of the Debtor. (4) If the Committee agrees that Confidential Information of the Debtor should be supplied to a general unsecured creditor, by request or otherwise, it will do so only if that creditor first enters into a confidentiality agreement reasonably acceptable to the Debtor and the Committee and pursuant to the proposed Information Sharing Procedures. (5) If the Information Request implicates Confidential Information of the Debtor and the Committee agrees that the request should be satisfied, or if the Committee on its own wishes to disclose that Confidential Information to creditors, the Committee will follow these procedures: -- If the Confidential Information is information of the Debtor, the Committee will submit a written request to counsel for the Debtor, describing the sought Confidential Information in reasonable detail and stating that the information will be disclosed in the manner described in the Committee's information demand. If the Debtor objects within 15 days after the service of the demand, the Committee and the Requesting Party will attempt to resolve the Debtor's objection to the Committee Information Demand. Absent a resolution of the Debtors' Objection, the Committee will schedule a hearing within 20 days, to demonstrate why disclosure of the information sought is appropriate. -- If the Confidential Information is information of another Entity, the Committee will submit a written request or demand to that Entity and its counsel of record, stating that the information will be disclosed in the manner described in the Committee Information Demand. If the Entity or the Debtor objects to the Committee Information Demand on or before 15 days after the service of that demand, the Entity and Requesting Creditor will attempt to resolve the Debtor's or the Entity's objection to the Committee Information Demand. Absent a resolution of the Debtor's or the Entity's objection, the Committee will schedule a hearing within 20 days. (6) The Committee may disclose any Committee Confidential Information, so long as that disclosure does not violate any confidentiality agreement. Mr. Princi stresses that the disclosure of non-public or privileged information to certain creditors will likely cause serious harm to the Debtor's estates. He clarifies that the Creditors' Motion does not mean that the Committee will not be providing information to its constituents pursuant to Section 1102(b)(3)(A). On the contrary, the Committee will make available to creditors at their request a variety of public information concerning the Debtor, including pleadings filed with the Court, the Debtor's schedules and statements of financial affairs and the Debtor's monthly operating reports, he assures Judge Chapman. In addition, at a time as the Debtor asks a vote on a Chapter 11 plan from its creditors, the Debtor will provide those creditors with additional material information in a disclosure statement that satisfies the requirements of Section 1125(b) of the Bankruptcy Code, Mr. Princi avers. The Debtor and the Committee further seek clarification that the Committee's duties under Section 1102(b)(3) are satisfied by (i) responding promptly to written and telephonic inquiries received from the creditors it represents; and (ii) establishing and maintaining an electronic mail address for creditors to submit questions and comments to the Committee. The Court will consider the Committee's request on December 21, 2010. Objections are due no later than December 14. About Ambac Financial Ambac Financial Group, Inc., headquartered in New York City, is a holding company whose affiliates provided financial guarantees and financial services to clients in both the public and private sectors around the world. Ambac Financial filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Case No. 10-15973) on November 8, 2010. Ambac said it will continue to operate in the ordinary course of business as "debtor-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Ambac's bond insurance unit, Ambac Assurance Corp., did not file for bankruptcy. AAC is being restructured by state regulators in Wisconsin. AAC is domiciled in Wisconsin and regulated by the Office of the Commissioner of Insurance of the State of Wisconsin. The parent company is not regulated by the OCI. Ambac's consolidated balance sheet -- which includes non-debtor Ambac Assurance Corp -- showed $30.05 billion in total assets, $31.47 billion in total liabilities, and a $1.42 billion stockholders' deficit, at June 30, 2010. On an unconsolidated basis, Ambac said in a court filing that it has assets of ($394.5 million) and total liabilities of $1.6826 billion as of June 30, 2010. Bank of New York Mellon Corp., as trustee to seven different types of notes, is listed as the largest unsecured creditor, with claims totaling about $1.62 billion. The Vanguard Group, Inc., holds 5.46% of the stock of Ambac and is its largest shareholder. Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L. Padnos, Esq., at Dewey & LeBoeuf LLP represent the Debtor. The Blackstone Group LP is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Ambac Financial Group Inc. (http://bankrupt.com/newsstand/or 215/945-7000) AMBAC FINANCIAL: Court Approves Stock/Claims Trading Restrictions ----------------------------------------------------------------- Bankruptcy Judge Shelley Chapman approved Ambac Financial Group Inc.'s proposed procedures to govern the trading of stock and covered claims, on a final basis. The Trading Procedures are effective and enforceable nunc pro tunc to the Petition Date. The Court clarified that no indenture trustee, registrar, paying agent, or transfer agent will be subject to the Final Order or have or incur any liability for noncompliance with the Final Order to the extent that Indenture Trustee follows its standard practices or acts in accordance with its prepetition governing documents with respect to (i) any transfer of Claims; (ii) any related payments; or (iii) any actions taken in accordance with the instructions of holders of Claims for which such Indenture Trustee acts. However, an Indenture Trustee will be subject to the Final Order to the extent that the Indenture Trustee at any time is treated as the owner for U.S. federal income tax purposes of Claims, the Court noted. Similarly, any Indenture Trustee for any notes, bonds, debentures, or other debt securities issued by the Debtor will not be treated as a Substantial Equityholder or Substantial Claimholder solely to the extent that Indenture Trustee is acting in its capacity as Indenture Trustee, Judge Chapman held. However, an Indenture Trustee will be treated as a Substantial Equityholder or Substantial Claimholder to the extent that Indenture Trustee is treated as the owner for U.S. federal income tax purposes of Ambac Stock or Claims, the Court held. Since 1991, the Debtor and its subsidiaries have filed a consolidated U.S. federal income tax return. The Ambac consolidated group has significant net operating losses. As of June 30, 2010, the Debtor reported consolidated NOLs of about $7 billion. "Those NOLs are valuable tax assets because the Internal Revenue Code of 1986 permits corporations to carry forward NOLs and other losses to offset future income, thereby reducing tax liability in future tax periods and permits members of a consolidated group to utilize consolidated tax attributes," Peter A. Ivanick, Esq., at Dewey & LeBoeuf LLP, in New York, tells the Court. Almost all of the consolidated NOL is attributable to losses recognized by Ambac Assurance Corporation, he notes. The U.S. federal income tax liabilities of the Debtor and the individual subsidiaries included in the Debtor's consolidated group and their ability to utilize certain group tax benefits or attributes are governed by a tax sharing agreement. Under the TSA, each subsidiary is entitled to any tax refunds resulting from the carry back of that subsidiary's tax NOLs or other tax benefits to any prior tax year of such subsidiary determined on a stand alone basis. In December 2009, the parties to the TSA entered into an amendment granting AAC a trust or security interest under the TSA in U.S. federal income tax refunds allocable to AAC NOL carrybacks. The parties executed another amendment to the TSA in June 2010 providing, among other things, that the Ambac consolidated tax group be "divided" into two subgroups (1) comprised of the Debtor and its non-AAC subsidiaries -- the Debtor Subgroup, and (2) comprised of AAC and its subsidiaries -- the AAC Subgroup. Mr. Ivanick relates that the Debtor is required, under the June 2010 Amendment, to compensate AAC on a current basis if the Debtor uses NOLs attributable to a member of the AAC Subgroup to offset certain income attributable to the Debtor Subgroup. The June 2010 Amendment, however, permits the Debtor to utilize AAC Subgroup NOLs without any payment or compensation to AAC if the NOLs are used to offset income recognized by the Debtor Subgroup relating to the restructuring, modification, cancelation, or settlement of any debt, liability, or other obligation outstanding as of March 15, 2010 -- Debtor CODI. As of September 30, 2010, the Debtor had outstanding debt of about $1.622 billion, consisting of $1.222 billion in senior notes and $400 million in subordinated notes. Mr. Ivanick says the Debtor may generate up to $1.622 billion of Debtor CODI in connection with the restructuring of its current debt, permitting the Debtor to utilize up to $1.622 billion of the consolidated group's NOLs to offset or otherwise exclude that income without having to compensate the AAC Subgroup. Although the Debtor's Tax Attributes remaining after the effective date of a reorganization plan may be significantly reduced as a result of the Debtor CODI realized pursuant to that plan, those Tax Attributes will be available to the reorganized Debtor to offset income realized through the taxable year that includes the plan's effective date, he states. Accordingly, by this motion, the Debtor seeks to preserve consolidated NOLs and other tax attributes allocable under the June 2010 Amendment. Section 382 of the Internal Revenue Code limits the amount of taxable income that can be offset by a corporation's NOLs in taxable years following an ownership change. Based on the Debtor's current and projected financial condition, it is possible that a bankruptcy plan may distribute a majority of the stock of the reorganized Debtor to its creditors in exchange for all or part of their Claims, which could result in an ownership change for purposes of section 382, Mr. Ivanick points out. In addition, if too many equity holders transfer their Ambac Stock prior to the effective date of that bankruptcy plan, those transfers may trigger an ownership change that would not qualify for the special bankruptcy relief provisions because that ownership change would not occur pursuant to a confirmed chapter 11 plan, he stresses. To manage those potentially adverse consequences and to preserve flexibility in crafting a Chapter 11 plan that maximizes the Debtor's ability to reduce future federal income taxes, the Debtor proposes certain uniform procedures, enabling it to monitor changes in ownership in Ambac Stock and Claims. The Proposed Procedures are: (A) Procedures for Transfers of Ambac Stock. Each Substantial Equityholder -- an entity that beneficially owns at least 13,500,000 shares of Ambac Stock -- must file with the Court and serve upon the Debtor, a notice of that status on or before 20 days after the Petition Date or 10 days after becoming a Substantial Equityholder. About 15 days prior to the consummation of any Ambac Stock transaction that would result in a change of the amount of Ambac Stock Beneficially Owned by an Entity, that Entity must file with the Court an advance written notice of the intended Ambac Stock transaction. The Debtor will have 10 days to object to any proposed transaction described in the notice on the grounds that the transaction might adversely affect the Debtor's ability to utilize its tax attributes. If the Debtor objects, the transaction will not be effective unless approved by a final and non-appealable order of the Court. If the Debtor does not timely object, the transaction in the Proposed Ambac Stock Transaction Notice may proceed. Any Further Ambac Stock transactions by the Entity providing the Proposed Ambac Stock Transaction Notice will be the subject of additional notices. (B) Procedures for Transfers of Claims. Once the Debtor files a Reporting Notice with the Court, each Substantial Claimholder -- an entity that beneficially owns an aggregate amount of Claims that equals or exceeds the a threshold amount of $55,000,000 -- will be required to serve a "Substantial Claimholder Notice" on the Debtor within 20 days so that the Debtor can assess the feasibility of implementing a Section 382(l)(5) Plan and the need for petitioning the Court for a Sell Down Order. (I) If the Debtor determines that a Sell Down Order is required, it may ask the Court to enter that order. The Sell Down Order would (1) authorize the Debtor to issue Sell Down Notices to Substantial Claimholders ordering that Substantial Claimholder to transfer Beneficial Ownership of certain of their Claims within 30 days and to not subsequently acquire additional Claims; and (2) provide that all other Entities which have not received Sell Down Notices will not be entitled to acquire Beneficial Ownership of more than 4.5% of the New Ambac Stock to be issued pursuant to the Section 382(l)(5) Plan. Once a Substantial Claimholder has transferred its Claims pursuant to a Sell Down Notice, it will serve upon the Debtor and its counsel a notice of compliance with the terms of the Sell Down Notice applicable to such Substantial Claimholder. (II) If the Debtor determines that no Sell Down Notices are necessary to implement the Section 382(l)(5) Plan, the Debtor may ask the Court to enter a Claims Acquisition Notice Order. Pursuant to this order: (1) any Entity proposing to acquire Claims in a transaction following which that Entity would have Beneficial Ownership of Claims that would entitle that Entity to receive New Ambac Stock exceeding the amount to which that Entity would have been entitled based upon the holdings reported on that Entity's Substantial Claimholder Notice; and (2) Any Entity that would become a Potential Substantial New Stockholder -- an Entity which holds more than 4.5% of the New Ambac Stock, by virtue of a proposed acquisition of Beneficial Ownership of Claims -- will be required, at least 15 days prior to the consummation of that transaction, to serve upon the Debtor advance written notice of the intended Claims acquisition. A transaction described in a Proposed Claims Acquisition Notice that is not approved by the Debtor within 10 days will be deemed rejected. Any further Claims acquisitions by the Entity providing the Proposed Claims Acquisition Notice will be the subject of additional notices. The Claims Acquisition Notice Order will also require any Entity which has acquired Beneficial Ownership of Claims as to which approval from the Debtor would have been required, but for the fact that the acquisition occurred prior to the entry of the Claims Acquisition Notice Order, to serve notice of that fact on the Debtor within 15 days of the entry of the Claims Acquisition Notice Order. If the Debtor determines that the retention by that Entity of those Claims could jeopardize the implementation of the 382(l)(5) Plan, the Debtor will serve a Sell Down Notice on that Entity. (C) Participation Restriction. To permit reliance by the Debtor on Section 1.382-9(d)(3) of Subchapter A of the Treasury Regulations, any Substantial Claimholder that participates in formulating any chapter 11 plan of or on behalf of the Debtor will not disclose to the Debtor that any Claims of which that Substantial Claimholder has Beneficial Ownership are Newly Traded Claims -- Claims (a) with respect to which an Entity acquired Beneficial Ownership after the date that was 18 months before the Petition Date; and (b) that are not ordinary course claims, of which the same Entity has always had Beneficial Ownership. Mr. Ivanick insists that entering an interim order on the Debtor's Motion nunc pro tunc to the Petition Date will prevent the loss of the Tax Attributes pending determination of final approval of the Procedures while allowing holders of Ambac Stock and Claims ample time to consider the Procedures. About Ambac Financial Ambac Financial Group, Inc., headquartered in New York City, is a holding company whose affiliates provided financial guarantees and financial services to clients in both the public and private sectors around the world. Ambac Financial filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Case No. 10-15973) on November 8, 2010. Ambac said it will continue to operate in the ordinary course of business as "debtor-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Ambac's bond insurance unit, Ambac Assurance Corp., did not file for bankruptcy. AAC is being restructured by state regulators in Wisconsin. AAC is domiciled in Wisconsin and regulated by the Office of the Commissioner of Insurance of the State of Wisconsin. The parent company is not regulated by the OCI. Ambac's consolidated balance sheet -- which includes non-debtor Ambac Assurance Corp -- showed $30.05 billion in total assets, $31.47 billion in total liabilities, and a $1.42 billion stockholders' deficit, at June 30, 2010. On an unconsolidated basis, Ambac said in a court filing that it has assets of ($394.5 million) and total liabilities of $1.6826 billion as of June 30, 2010. Bank of New York Mellon Corp., as trustee to seven different types of notes, is listed as the largest unsecured creditor, with claims totaling about $1.62 billion. The Vanguard Group, Inc., holds 5.46% of the stock of Ambac and is its largest shareholder. Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L. Padnos, Esq., at Dewey & LeBoeuf LLP represent the Debtor. The Blackstone Group LP is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Ambac Financial Group Inc. (http://bankrupt.com/newsstand/or 215/945-7000) AMC ENTERTAINMENT: S&P Assigns 'BB-' Rating on Proposed Debt ------------------------------------------------------------ Standard & Poor's Ratings Services assigned ratings to the newly proposed debt of AMC Entertainment Holdings Inc.'s operating subsidiary, AMC Entertainment Inc. AMC intends to extend any and all of the maturity of its term loan B to 2016 from 2013. S&P assigned the extended portion of the term loan an issue-level rating of 'BB-' (two notches higher than the 'B' corporate credit rating on the parent holding company). The recovery rating on this debt is '1', indicating S&P's expectation of very high (90% to 100%) recovery for lenders in the event of a payment default. S&P also assigned AMC Entertainment Inc.'s proposed revolving credit facility due 2015 a rating of 'BB-' with a recovery rating of '1'. S&P's corporate credit rating on Kansas City, Mo.-based movie exhibitor super-holding company AMC Entertainment Holdings Inc. is 'B' and the rating outlook is stable. Standard & Poor's rates AMC Entertainment Holdings on a consolidated basis with holding company subsidiary Marquee Holdings Inc. (B/Stable/--) and operating subsidiary AMC Entertainment Inc. (B/Stable/--). The 'B' corporate credit rating reflects S&P's expectations that the company will continue to have a high tolerance for financial risk, that leverage will remain high, and that the company's EBITDA margin will remain lower than peers'. The EBITDA margin is in the low- to mid-teens area because of high fixed costs and a heavy reliance on lease financing in major urban markets. Ratings List AMC Entertainment Holdings Inc. AMC Entertainment Inc. Marquee Holdings Inc. Corporate Credit Rating B/Stable/-- New Rating AMC Entertainment Inc. Extended term loan B due 2016 BB- Recovery Rating 1 Revolving credit fac due 2015 BB- Recovery Rating 1 AMERICAN APPAREL: Sells 1.1-Mil. Shares to CEO for $1.67-Mil. ------------------------------------------------------------- On December 1, 2010, American Apparel Inc. sold 1,129,576 treasury shares of its common stock, par value $0.0001 per share at $1.48 per share, for a total cost of $1.675 million to Dov Charney, Chairman and Chief Executive Officer of the Company. The shares were issued in a private placement exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. Proceeds of the sale will be used to facilitate equity grants and to fund the payment of the related withholding taxes. About American Apparel Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP) -- http://www.americanapparel.com/-- is a vertically integrated manufacturer, distributor, and retailer of branded fashion basic apparel. As of September 30, 2010, American Apparel employed over 10,000 people and operated 278 retail stores in 20 countries, including the United States, Canada, Mexico, Brazil, United Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan, South Korea and China. The Company's balance sheet at September 30, 2010, showed $322.7 million in total assets, $231.3 million in total liabilities, and stockholders' equity of $91.4 million. American Apparel disclosed in its quarterly report on Form 10-Q for the third quarter of 2010 that based upon results of operations for the nine months ended September 30, 2010, and through the issuance of the financial statements and projected for the remainder of 2010, the Company may not have sufficient liquidity necessary to sustain operations for the next twelve months, and that it is probable that beginning January 31, 2011, the Company will not be in compliance with the minimum Consolidated EBITDA covenant under the $80,000,000 term loan with Lion Capital LLP. "Noncompliance with covenants under the Lion Credit Agreement would constitute an event of default under the BofA Credit Agreement, which, if not waived, could block the Company from making borrowings under the BofA Credit Agreement," the Company said in the filing. "These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern." AMERICAN SAFETY: Sale to Energizer Completed November 23 -------------------------------------------------------- American Safety Razor Co. completed the $301 million sale of its assets on Nov. 23 to Energizer Holdings Inc., the maker of Schick shavers, the buyer said in a statement, Bill Rochelle, the bankruptcy columnist for Bloomberg News. On October 8, 2010, Energizer announced that it was the winning bidder for ASR's assets, and that Energizer signed an agreement with ASR to purchase substantially all of ASR's assets for $301 million in cash and the assumption of certain liabilities. Energizer beat out the original bid from secured lenders who offered to buy the business in exchange for the $244.4 million they were owed on a first-lien revolving credit and term loan. ASR originally turned down the offer from Energizer, contending that a sale would never close given the possibility of objection from federal antitrust regulators. Energizer Holdings, Inc., headquartered in St. Louis, Missouri and incorporated in 1999, is a consumer goods company operating globally in the broad categories of household and personal care products. About American Safety Razor American Safety Razor Company, LLC, doing business as Personna American Safety Razor, manufactures private-label shaving razors and blades. ASR also makes and distributes blades and bladed hand tools for a variety of industrial uses and specialty industrial and medical blades. The Company has roots going back to 1875. American Safety, along with affiliates, sought Chapter 11 relief (Bankr. D. Del. Case No. 10-12351) on July 28, 2010. Mark J. Thompson, Esq., and Morris J. Massel, Esq., at Simpson Thacher & Bartlett LLP, serve as bankruptcy attorneys. Howard A. Cohen, Esq., at Drinker Biddle & Reath LLP, is co-counsel. In addition, Lazard Middle Market LLC is the investment banker and Kurtzman Carson Consultants LLC is the claims and notice agent. American Safety disclosed $204,445,816 in assets and $530,809,101 in liabilities. AMERICAN MEDIA: Proposes Akin Gump as Attorneys ----------------------------------------------- American Media Inc. and its units seek the Bankruptcy Court's authority to employ Akin Gump Strauss Hauer & Feld LLP as their attorneys nunc pro tunc to the Petition Date. The Debtors have selected Akin Gump because of the firm's knowledge of their businesses and financial affairs and recognized expertise with business reorganizations under Chapter 11 of the Bankruptcy Code. As the Debtors' attorneys, Akin Gump will, among other things: (a) advise the Debtors with respect to their powers and duties as debtors-in-possession in the continued operation of their businesses and the management of their properties; (b) advise the Debtors and take all necessary or appropriate actions at the Debtors' direction with respect to protecting and preserving the Debtors' estates, including the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to any claims filed against the Debtors' estates; (c) draft all necessary or appropriate motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtors' estates on behalf of the Debtors; (d) represent the Debtors in negotiations with all other creditors, equity holders, and other parties-in-interest; (e) continue to take all necessary or appropriate actions in connection with the Debtors' plan of reorganization or other plans of reorganization and related disclosure statement and all related documents, and further actions as may be required in connection with the administration of the Debtors' estates; and (f) perform and advise the Debtors as to all other necessary legal services in connection with the Chapter 11 cases, including, without limitation, any general corporate legal services. The Debtors will pay Akin Gump pursuant to the firm's standard hourly rates: Partners $525-$1,150 Counsel $475-$835 Associates $325-$600 Paraprofessionals $125-$290 The current hourly rates for the Akin Gump attorneys with primary responsibility for this matter are: Ira S. Dizengoff, Esq. Partner - Financial Restructuring $950 Arik Preis, Esq. Counsel - Financial Restructuring $675 Meredith Lahaie, Esq. Associate - Financial Restructuring $525 The Debtors will also reimburse Akin Gump for its customarily expenses incurred in connection with the representation including, but not limited to, photocopying services, printing, delivery charges, filing fees, postage, and computer research time. Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, assures the Court that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About American Media Based in New York, American Media, Inc., publishes celebrity journalism and health and fitness magazines in the U.S. These include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health, and The National Enquirer. In addition to print properties, AMI manages 14 different Web sites. The company also owns Distribution Services, Inc., the country's #1 in-store magazine merchandising company. American Media, Inc., and 15 units, including American Media Operations, Inc., filed for Chapter 11 protection in Manhattan (Bankr. S.D.N.Y. Case No. 10-16140) on November 17, 2010. American Media filed together with the petition, a pre-packaged Chapter 11 plan where holders of notes and bank debt would receive either cash, new notes or stock. American Media said it would try to emerge from court protection against creditors in 60 days or less. Judge Martin Glenn presides over the case. Ira S. Dizengoff, Esq., Arik Preis, Esq., Meredith A. Lahaie, Esq., Stefanie L. Kurlanzik, Esq., and Kevin M. Eide, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP, in New York, serve as the Debtors' bankruptcy counsel. Moelis & Company is the Debtors' financial advisors and investment bankers. Kurtzman Carson Consultants LLC is the claims and notice agent. AMI estimated assets of $0 to $50,000 and debts of $500 million to $1 billion in its Chapter 11 petition. AMO, AMI's operating unit, estimated assets of $100 million to $500 million and debts of $500 million to $1 billion in its Chapter 11 petition. Bankruptcy Creditors' Service, Inc., publishes American Media Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by American Media Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) AMERICAN MEDIA: Paul Weiss Represents Ad Hoc Noteholders Group -------------------------------------------------------------- Paul, Weiss, Rifkind, Wharton & Garrison LLP disclosed, pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, that it represents members of an unofficial committee of noteholders consisting of certain holders of (i) 9% Senior PIK Notes due 2013, and (ii) the 14% Senior Subordinated Notes due 2013. The current members of the Unofficial Committee are: (a) Angelo, Gordon & Co., LP 245 Park Avenue, 26th Floor New York, New York 10167 (b) Avenue Capital Group 399 Park Avenue, 6th Floor New York, New York 10022 (c) Capital Research & Management Company 11100 Santa Monica Boulevard, 15th Floor Los Angeles, California 90025 (d) Credit Suisse Securities (USA) LLC 11 Madison Avenue New York New York 10010 The members of the Unofficial Committee have advised Paul Weiss that those members, in the aggregate, are the beneficial owners of, or the holders of investment authority with respect to (i) approximately $21,155,826 of the outstanding principal amount of the PIK Notes, and (ii) approximately $276,146,464 of the outstanding principal amount of the Subordinated Notes. Paul Weiss reserves the right to amend and supplement this Statement as may be necessary, including in particular as to the nature and amount of claims held by the members of the Unofficial Committee. About American Media Based in New York, American Media, Inc., publishes celebrity journalism and health and fitness magazines in the U.S. These include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health, and The National Enquirer. In addition to print properties, AMI manages 14 different Web sites. The company also owns Distribution Services, Inc., the country's #1 in-store magazine merchandising company. American Media, Inc., and 15 units, including American Media Operations, Inc., filed for Chapter 11 protection in Manhattan (Bankr. S.D.N.Y. Case No. 10-16140) on November 17, 2010. American Media filed together with the petition, a pre-packaged Chapter 11 plan where holders of notes and bank debt would receive either cash, new notes or stock. American Media said it would try to emerge from court protection against creditors in 60 days or less. Judge Martin Glenn presides over the case. Ira S. Dizengoff, Esq., Arik Preis, Esq., Meredith A. Lahaie, Esq., Stefanie L. Kurlanzik, Esq., and Kevin M. Eide, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP, in New York, serve as the Debtors' bankruptcy counsel. Moelis & Company is the Debtors' financial advisors and investment bankers. Kurtzman Carson Consultants LLC is the claims and notice agent. AMI estimated assets of $0 to $50,000 and debts of $500 million to $1 billion in its Chapter 11 petition. AMO, AMI's operating unit, estimated assets of $100 million to $500 million and debts of $500 million to $1 billion in its Chapter 11 petition. Bankruptcy Creditors' Service, Inc., publishes American Media Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by American Media Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) AMERICAN MEDIA: Names T. Kraft Chief Editor of Shape Magazine ------------------------------------------------------------- David J. Pecker, President, chairman and CEO of American Media, Inc. announced that longtime Star Beauty and Fashion Director Tara Kraft has been named editor-in-chief of Shape. "As always, we continue to conduct substantial research into learning what our readers are looking for and expecting out of Shape. By expanding the content to incorporate even more lifestyle, we will deliver on those expectations," said David J. Pecker, President, Chairman and CEO of AMI. "I'm confident that Tara will produce a fresh, well-rounded magazine that will maintain Shape's respected voice in health and fitness, while adding a greater lifestyle sensibility to the brand." "I am thrilled to take on the role as editor-in-chief," said Ms. Kraft. "While health and fitness will always be Shape's core, we will be taking it to the next level when it comes to both content and design. We will continue to cover a broad range of subjects in a new, exciting way that will energize readers each time they pick up the magazine or visit the website. It will be an empowering, must-read, that not only inspires women to set life-improving goals, but gives them the tools to reach them." Ms. Kraft has been with AMI since 2003, serving as Beauty and Fashion Director of Star magazine throughout her tenure. During her years at Star, Ms. Kraft has played a particularly significant role in developing the lifestyle pages of the magazine, a significant component of the successful 2004 re-launch of Star as a glossy. Ms. Kraft will report to Mr. Pecker effective November 17, 2010, replacing Valerie Latona who leaves the company after a long and successful tenure with the magazine. "Shape is -- and always has been -- a powerful brand and it has been an honor to help motivate its almost 7 million readers every month to live healthier and better lives," said Valerie Latona. "As I have always said to Shape's readers, it's important to take risks in life and try new things, and now I'm taking my own advice and heading off into my next adventure." "I'd like to thank Valerie for her hard work and dedication to the Shape brand and wish her well in all of her future endeavors," stated Mr. Pecker. About American Media Based in New York, American Media, Inc., publishes celebrity journalism and health and fitness magazines in the U.S. These include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health, and The National Enquirer. In addition to print properties, AMI manages 14 different Web sites. The company also owns Distribution Services, Inc., the country's #1 in-store magazine merchandising company. American Media, Inc., and 15 units, including American Media Operations, Inc., filed for Chapter 11 protection in Manhattan (Bankr. S.D.N.Y. Case No. 10-16140) on November 17, 2010. American Media filed together with the petition, a pre-packaged Chapter 11 plan where holders of notes and bank debt would receive either cash, new notes or stock. American Media said it would try to emerge from court protection against creditors in 60 days or less. Judge Martin Glenn presides over the case. Ira S. Dizengoff, Esq., Arik Preis, Esq., Meredith A. Lahaie, Esq., Stefanie L. Kurlanzik, Esq., and Kevin M. Eide, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP, in New York, serve as the Debtors' bankruptcy counsel. Moelis & Company is the Debtors' financial advisors and investment bankers. Kurtzman Carson Consultants LLC is the claims and notice agent. AMI estimated assets of $0 to $50,000 and debts of $500 million to $1 billion in its Chapter 11 petition. AMO, AMI's operating unit, estimated assets of $100 million to $500 million and debts of $500 million to $1 billion in its Chapter 11 petition. Bankruptcy Creditors' Service, Inc., publishes American Media Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by American Media Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) AMR CORP: CFO to Report on Results, Outlook at Dec. 8 Conference ---------------------------------------------------------------- Bella Goren, Senior Vice President and Chief Financial Officer, AMR Corporation, will speak at the Hudson Securities 2010 Airlines Conference on Wednesday, December 8, 2010, at 8:35 a.m. Easter Time. Ms. Goren's presentation will focus on AMR's recent financial performance and the outlook for the future. About AMR Corporation Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. At the end of 2006, American provided scheduled jet service to about 150 destinations throughout North America, the Caribbean, Latin America, including Brazil, Europe and Asia. American is also a scheduled airfreight carrier, providing freight and mail services to shippers throughout its system. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. * * * AMR carries a 'CCC' issuer default rating from Fitch Ratings. It has 'Caa1' corporate family and probability of default ratings from Moody's. It has 'B-' corporate credit rating, on watch negative, from Standard & Poor's. Standard & Poor's Ratings Services said it has revised its outlook on AMR Corp. and its major operating subsidiary, American Airlines Inc., to stable from negative, based on AMR's improved operating performance, which has bolstered credit quality. S&P also affirmed its 'B-' corporate credit rating and most issue ratings on the two companies and lowered selected ratings on American's enhanced equipment trust certificates. ANGIOTECH PHARMACEUTICALS: Rex Gets TRO Pending Arbitration ----------------------------------------------------------- Angiotech Pharmaceuticals Inc. announced that the United States District Court for the Southern District of New York has rendered a Decision and Order granting the petition of Rex Medical L.P. for a preliminary injunction pending the adjudication of an arbitration commenced by Rex on November 18, 2010. Angiotech previously reported on November 24 that Rex had initiated the arbitration, which relates to a dispute with respect to the License, Supply, Marketing and Distribution Agreement between Angiotech US and Rex, dated March 13, 2008, and sought preliminary injunctive relief from the District Court in aid of the arbitration. The District Court's Decision and Order, released late in the day yesterday, enjoins Angiotech's subsidiary, Angiotech Pharmaceuticals (US), Inc., to continue performing under the Agreement for a period of 180 days or until the arbitration is concluded. The injunction is conditioned on Rex's posting of a security bond in the amount of $100,000 by no later than December 11, 2010. Should the required bond be posted in a timely manner, Angiotech intends to seek expedited appellate review of the District Court's ruling. It is not possible at this time to predict the outcome of any appeal. Apart from the outcome of any appeal, the Company intends to vigorously defend against Rex's claims in the arbitration. "We are still hopeful that we can facilitate amicable and expedient business discussions that will lead to a resolution of this situation with our partner Rex Medical," said Thomas Bailey, Chief Financial Officer of Angiotech. "While we may respectfully disagree with the court's view of this situation, the more critical task at hand is completing our proposed recapitalization, which is necessary to assure the future of our company and products like Option. As we have been able to successfully collaborate with the company's most significant and senior creditors, as well as other partners, in recent months to adjust to Angiotech's current financial realities, we are prepared to work similarly with Rex Medical to complete a plan for our respective futures that makes sense for all parties." About Angiotech Based in Vancouver, British Columbia, in Canada, Angiotech Pharmaceuticals, Inc. (NASDAQ: ANPI; TSX: ANP) -- http://www.angiotech.com/-- is a global specialty pharmaceutical and medical device company. Angiotech discovers, develops and markets innovative treatment solutions for diseases or complications associated with medical device implants, surgical interventions and acute injury. The Company's balance sheet at Sept. 30, 2010, showed $ 326.80 million in total assets, $60.30 million in total liabilities, and a stockholder's deficit of $622.16 million. In early December 2010, Angiotech said it has reached an agreement with the holders of 76% of its 7.75% Senior Subordinated Notes to extend certain deadlines outlined in their Recapitalization Support Agreement dated October 29, 2010. Seventy-three percent of the holders of the Subordinated Notes executed the Initial Support Agreement and presently, 85% of the holders of the Subordinated Notes have consented to the Initial Support Agreement. On November 29, 2010, Angiotech and the Trustee, at the direction of a majority of the holders of its Subordinated Notes, extended the grace period applicable to interest payments due on the Subordinated Notes before an event of default occurs, with such grace period applicable to the $9.7 million semi-annual interest payment that was due on the Subordinated Notes on October 1, 2010 extended until December 30, 2010. In November 2010, Moody's Investors Service downgraded the probability of default rating of Angiotech to Ca/LD from Ca and affirmed the Corporate Family Rating at Ca. The company's other existing debt ratings were affirmed. The outlook is developing. The assignment of the Ca/LD is the conclusion of the 30-day grace period in which the company missed the original interest payment of $9.7 million on its 7.75%, $250 million senior subordinated notes due Oct. 1, 2010. Moody's treats the failure to meet the original contractual terms as a limited default. APPLEJACK ART: Reaches Settlement with Pela Concept & Wild Apple ---------------------------------------------------------------- A judge has approved Applejack Art Partners' request that it be allowed to settle a case pending in Bennington Superior Court Civil Division in order to not disrupt its bankruptcy filing, according to reporting by Keith Whitcomb, Jr., at The Bennington Banner, in Vermont. Applejack is involved with litigation in Bennington civil court with Pela Concept Inc., and Wild Apple Graphics. The Company said it reached an agreement with Pela to license "derivative" images to other manufactures based on the work of Pela artists. Pela would retain the copyright of the originals, but would share copyright with Applejack on the derivatives. The Bennington banner recounts that Pela sued Applejack when it fell behind on royalty payments, prior to the bankruptcy filing, but Applejack counter-sued when it learned that Pela duplicated the derivative images and licensed them through Wild Apple Graphics. According to the report, under the settlement, Pela would forgive about $198,000 in royalties owed, while the licenses of some images would be terminated. Pela would also collect the royalties and send Applejack its share, rather than the other way around. Applejack would also honor a claim of $60,000 to Pela. About Applejack Art Partners Applejack Art Partners, Inc., manufactures fine art prints and sells sports memorabilia. It acquired Bruce McGaw Graphics in August 2009, gaining the exclusive rights to images from the Walt Disney Co., the Museum of Modern Art and Andy Warhol. Applejack is represented by the Bethel law firm of Obuchowski and Emens- Butler. Applejack Art Partners sought Chapter 11 protection on July 6 (Bankr. D. Vermont Case No. 10-10911) The petition said that assets are $1,000,000 to $10,000,000 while debts are $10,000,000 to $50,000,000. Berkshire Bank holds a secured note dated March 2007, totaling about $628,124, and a second secured loan at $102,521. ARVINMERITOR INC: Amends Citicorp Deal for $30-Mil. of L/Cs ----------------------------------------------------------- On December 2, 2010, ArvinMeritor Inc. entered into a second amendment to its five-year Credit Agreement dated as of November 18, 2010, with Citicorp USA, Inc., as administrative agent and issuing bank, the other lenders party thereto and the Bank of New York Mellon, as paying agent. Under the terms of the second amendment, ArvinMeritor has the right to obtain the issuance, renewal, extension and increase of letters of credit up to an aggregate availability of $30 million. The Credit Facility contains covenants and events of default generally similar to those existing in ArvinMeritor's public debt indentures. About ArvinMeritor Based in Troy, Michigan, ArvinMeritor, Inc. -- http://www.arvinmeritor.com/-- supplies integrated systems, modules and components to the motor vehicle industry. The Company celebrated its centennial anniversary in 2009. The Company serves commercial truck, trailer and specialty original equipment manufacturers and certain aftermarkets, and light vehicle manufacturers. ArvinMeritor has 'B3' corporate family and probability of default ratings from Moody's Investors Service. In July 2010, when Moody's raised the ratings to 'B3' from 'Caa1', it noted that about 52% of the company's fiscal 2010 revenues to date are from North America, where demand is expected to strengthen in the second half of the year. But with 21% of the Company's revenue from Europe, a slower pace of economic recovery is expected to constrain overall growth. Tight credit markets also may limit near-term growth in commercial vehicle purchases, Moody's said. The balance sheet at September 30, 2010, showed $2,879,000,000 in assets, $3,902,000,000 in liabilities and a $1,023,000,000 shareholders' deficiency. Stockholders' deficit was $909.0 million at June 30, 2010. AVENTINE RENEWABLE: S&P Assigns 'B' Corporate Credit Rating ----------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Aventine Renewable Energy Holdings Inc. The outlook is stable. At the same time, S&P assigned a preliminary 'B+' issue rating and a preliminary '2' recovery rating to the $200 million in senior secured notes. The '2' recovery rating indicates S&P's expectation of substantial (70%-90%) recovery in the event of a default. Assignment of a final issue rating is conditional on Standard & Poor's receipt and review of executed documentation and legal opinions. The final rating could differ if any terms change materially. "The stable outlook reflects S&P's expectation that crush spreads are likely to remain sufficient to support Aventine's fixed costs, including debt service obligations," said Standard & Poor's credit analyst Mark Habib. The slower rate of capacity expansion in the ethanol sector, the rising RFS schedule, and the recently relaxed blending limit partly mitigate the risk of ethanol oversupply. At the same time, commodity prices have been, and will likely remain, volatile over the long term, making Aventine's profitability difficult to predict. A reduction or removal of government subsidies, including the volumetric ethanol excise tax credit, could further complicate the predictability of ethanol pricing and margins. AWAL BANK: HSBC Bank Challenges Chapter 11 Bid ---------------------------------------------- Eric Morath, writing for Dow Jones' Daily Bankruptcy Review, reports that HSBC Bank USA, a unit of HSBC Holdings PLC, has opposed Awal Bank BSC's Chapter 11 protection bid, saying Awal is seeking to cherry-pick the portions of the Bankruptcy Code it would like to use while ignoring other aspects of the law. HSBC Bank said the Bahrain bank is trying to take advantage of U.S. laws in an attempt to claw back an errant $13 million wire transfer but is not willing to comply with disclosure requirements mandated under Chapter 11. According to DBR, HSBC argued that Awal is seeking to institute a "protocol that would allow it to invent a hybrid of Chapters 11 and 15 of the Bankruptcy Code that does not exist." DBR, citing court papers, relates HSBC Bank lent Awal $75 million under a short-term credit agreement May 2008. Awal defaulted on that loan a month later. Then, after not seeing any payments for more than a year, HSBC received a nearly $13 million wire transfer from Awal in July 2009. HSBC applied that payment to Awal's debt, but was later told that the transfer "was made in error." Awal demanded the payment be returned but HSBC has so far refused. In November 2010, HSBC received a letter from Awal's administrator saying the payment should be returned, citing the Bahrain bank's rights under U.S. bankruptcy law. DBR relates David Molton, Esq., a partner at Brown Rudnick LLP, which represents Awal in the U.S., refuted HSBC's claims and said the bank "will comply with all obligations" of its bankruptcy filing. Mr. Molton said Friday that the bank filed for Chapter 11 "in accordance to specific provisions of Chapter 15," which restricts the effect of the Chapter 11 to Awal's U.S. assets. DBR also notes Awal's U.K.-based administrator has said that it doesn't intend to file a plan of reorganization for the bank in the U.S., as is typical in Chapter 11 cases. Rather, any payments would be made to creditors through an insolvency case in Bahrain. Following the protocol of reorganizations in Bahrain, according to DBR, the administrator has asked the U.S. court to allow Awal to withhold details of its creditors' claims. That runs counter to U.S. laws requiring a company in Chapter 11 to name its largest creditors and the amounts they are owed. DBR notes Judge Allan L. Gropper has yet to approve Awal's proposed procedures for its Chapter 11 case, saying he wanted to give creditors more time to speak up. HSBC is the first to protest in the Manhattan court. About Awal Bank Awal Bank BSC is a Bahrain lender owned by Saudi Arabian Saad Group. Awal Bank was principally an investment company that provides wholesale banking services in Bahrain including the acceptance of deposits and the making of loans. Awal Bank was taken into administration by the Central Bank of Bahrain on July 30, 2009, after defaulting on loans. U.S. lawyers for the bank said last year that under Bahrain law, Awal's administrator had two years to decide if the bank should liquidate or be returned to management and shareholders. Stewart Hey, Esq., at Charles Russell LLP, as external administrator of Awal Bank BSC, made a voluntary petition under Chapter 15 of the U.S. Bankruptcy Code for the bank (Bankr. S.D.N.Y. Case No. 09-15923) on Sept. 30, 2009, following the administration proceedings. Earlier this year, the bank began experiencing a liquidity squeeze, brought on in part, by the global economic crisis. The bank has ceased to operate as a going concern since it was place into administration. In the Chapter 15 petition, the bank estimated both assets and debts at more than $1 billion. Awal Bank filed a chapter 11 petition (Bankr. S.D.N.Y. Case No. 10-15518) on October 21, 2010. The Debtor estimated $50 million to $100 million and debts in excess of $1 billion as of the petition date. According to Dow Jones' Daily Bankruptcy Review, the bank claimed assets of $5.5 billion and debts of $2.75 billion when it was placed into administration in its home country. Awal filed the Chapter 11 petition because the ability to bring lawsuits is limited in Chapter 15. Awal needs Chapter 11 powers so that its administrator can sue in the U.S. to recover preferences and fraudulent transfers. BALTIMORE AND CHARLES: Bldg. Owner to Sell Hotel Space to Kimpton ----------------------------------------------------------------- The owner of the historic Baltimore building that houses a Hotel Monaco is seeking bankruptcy-court approval to sell the hotel portion of the mixed-use building to the boutique hotel's owner, Kimpton Hotel & Restaurant Group LLC, Dow Jones' Small Cap reports. About Baltimore and Charles Baltimore and Charles Associates LLC is the owner and developer of B&O building in Baltimore. The building was the former headquarters of the Baltimore and Ohio Railroad but was later renovated to a hotel, the boutique Hotel Monaco. Baltimore and Charles only owns the building and does not own or operate the hotel. Baltimore and Charles Associates filed for Chapter 11 protection in the U.S. Bankruptcy Court in Baltimore on July 12, 2010. Attorneys at Logan, Yumkas, Vidmar & Sweeney LLC of Annapolis represent the Company in the Chapter 11 case. The Debtor disclosed more than $62 million in debts in its Chapter 11 petition. The filing came a day before the Company was due in court to defend itself from several contractors seeking $630,000 in unpaid wages on the hotel project. BANNING LEWIS: Fights to Keep Chapter 11 Case in Delaware --------------------------------------------------------- Banning Lewis Ranch Co is fighting efforts to move its Chapter 11 case to Colorado from Delaware, Dow Jones' Small Cap reports. As reported in the TCR on November 25, 2010, the city of Colorado Springs is asking the bankruptcy court in Delaware to order the transfer of the Chapter 11 case of Banning Lewis to Colorado, where the Debtor's master-planned community is located. The city contends that the case doesn't belong in Delaware because the 21,000-acre project is in Colorado, the business is managed in Colorado, and most of the creditors in number are in Colorado. According to Dow Jones, Banning Lewis, in opposing the transfer, noted that while the real-estate assets are in Colorado, the Company's members -- which together with a group of lenders led by KeyBank claim to be owed $257 million -- are Delaware entities. The Company added that members and the agent for the lenders are looking to retain a New York-based real estate investment banking firm to market and auction the Company's assets. "The city has failed to meet its heavy burden" that moving Banning Lewis Ranch's bankruptcy case to Colorado Springs "is in the interest of justice or the convenience to the parties," Dow Jones' quoted Banning Lewis Ranch as saying. According to Bloomberg News, Banning Lewis also asserts that there will be no development during the Chapter 11 case, thus minimizing the impact on Colorado Springs. The Company points out that only one creditor supported Colorado Springs' idea about moving the case to Colorado. Bill Rochelle, the bankruptcy columnist for Bloomberg News, relates that the December 8 hearing will determine whether bankruptcy judges in Delaware remain willing to entertain cases where the principal assets are located far away. About Banning Lewis Banning Lewis Ranch Co. is the owner of the undeveloped portion of a 21,000-acre ranch in Colorado Springs, Colo. Banning Lewis Ranch is a master-planned community in Colorado Springs, Colorado. The first section built, the 350-acre Northtree Village, opened in September 2007 and will have 1,000 homes priced from the high $100,000s to the mid-$300,000s. Banning Lewis Ranch filed for Chapter 11 bankruptcy protection from creditors on October 28, 2019 (Bankr. D. Del. Case No. 10-13445). It estimated assets of $50 million to $100 million and debts of $100 million to $500 million in its Chapter 11 petition. An affiliate, Banning Lewis Ranch Development I & II, LLC, also filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446). Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel to the Debtors. Edward A. Phillips of Eisner Amper LLP has been retained as the Company's chief restructuring officer. BARBER GLASS: Receiver Submits List of Creditors ------------------------------------------------ Barber Glass Industries was placed into receivership earlier this month and the receiver, Grant Thornton Limited, has released the list of unsecured creditors, including the largest, PPG Canada, to whom the company owes almost $1.5 million, The USGlass News Network reports. According to USGlass, the list of creditors names 309 companies, many of which are industry-related suppliers, including: Company Claim Amount ------- ------------ 3M Canada $16,991.52 Albat and Wirsam $199,353.44 BIESSE Canada $119,164.00 Garibaldi Glass Industries $40,827.32 Helima Hevetion International $10,911.69 Intermac $7,668.16 Lisec America $7,637.82 Momentive Performance Materials $11,968.96 PPG Canada $1,490,979.86 Viracon $87,140.50 The grand total owed to all unsecured creditors is $4,324,149. These amounts are based on Barber's unaudited financial statements dated October 31. "Realizations from the above noted assets are likely to vary materially from their book values," writes Grant Thornton, the report relates. Grant Thornton has identified the assets of the Company, including: Asset Book Value ----- ---------- Accounts Receivable C$4,252,366 Inventory C$2,533,665 Prepaid Expenses C$310,986 Machinery and Equipment (net) C$25,861,590 Income Taxes Recoverable C$1,728,544 Other Assets C$1,072,031 Grant Thornton has not taken possession of the company's facility at 167 Suffolk Street West in Guelph, Ontario, according to the documents, the report says. However, the report adds, the receiver "monitors the Suffolk Street operations on a daily basis and continues to take possession of that location's cash receipts on a daily basis." About Barber Glass Barber Glass operates a plant on Mountain Road, in Collingwood, Ontario, Canada. The Company launched a $24 million expansion of the former Alcoa Wheel Plant and was one of only two companies in North America capable of manufacturing oversized, insulated glass for the architectural market. The Company employed 45 people. BENTLEY SYSTEMS: S&P Assigns 'BB-' Corporate Credit Rating ---------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its preliminary 'BB-' corporate credit rating to Exton, Pa.-based infrastructure software provider Bentley Systems Inc. Additionally, S&P assigned a preliminary 'BB+' issue-level rating and a preliminary '1' recovery rating to the company's proposed $310 million first-lien facility. The '1' recovery rating indicates expectations for very high (90%-100%) recovery in the event of payment default. The proceeds will be used to purchase a 29% minority interest in the company, refinance existing indebtedness, and pay expenses. "The ratings on Bentley reflect the company's strong position within the market for architectural, engineering and construction (ABC) software solutions and a highly recurring base of revenues and stable cash flows," said Standard & Poor's credit analyst Jennifer Pepper. Further, S&P does not expect that the company's resulting levered capital structure after the transaction will be significantly detrimental to solid free cash flows, a key support to the rating. BERNARD L MADOFF: Enters $500MM Recovery Deal With Swiss Bank ------------------------------------------------------------- Irving H. Picard, a partner with Baker & Hostetler LLP and the SIPA Trustee for the liquidation of Bernard L. Madoff Investment Securities LLC has entered into a settlement agreement with Union Bancaire Privee, UBP S.A., a Swiss private bank, and a related entity, M-Invest Limited, a Cayman Islands corporation. The Trustee's settlement with UBP and M-Invest is for no less than $470 million in cash and could reach $500 million depending on the outcome of other related actions. A motion for approval of the settlement was filed today with the United States Bankruptcy Court for the Southern District of New York. A copy of the settlement motion is available on the Trustee's website at http://www.madofftrustee.com/or on the Bankruptcy Court's website at http://www.nysb.uscourts.gov/; docket number Bankr. S.D.N.Y., No. 08-01789 (BRL). The Bankruptcy Court will hold a hearing for approval of the settlement motion on Thursday, January 6, 2010. "The UBP settlement agreement is the largest feeder fund bank cash settlement to date and the first major international bank settlement, two important milestones for the overall recovery initiative," said Mr. Picard. "All of the funds recovered through the UBP settlement will go into the Customer Fund for distribution to BLMIS customers with valid claims." "We believe the agreement and the settlement payment represents a good faith, reasonable compromise among the parties involved and, importantly, adds a guaranteed half-billion dollars to the BLMIS Customer Fund sooner rather than later, without the need for protracted litigation," said David J. Sheehan, counsel to the Trustee and a partner at Baker & Hostetler LLP, the court- appointed counsel for Mr. Picard. UBP is a private bank organized under Swiss law and based in Geneva, Switzerland. M-Invest is a Cayman Islands corporation, created by UBP for the sole purpose of investing assets into BLMIS. M-Invest's directors held management level positions at UBP. Upon approval of the settlement agreement and receipt by the Trustee of the settlement payment, all claims by the Trustee against UBP and M-Invest in connection with BLMIS will be resolved. "This agreement is an exceptional result for BLMIS customers," said Mark Kornfeld, a partner at Baker & Hostetler LLP. "The Trustee believes this settlement sends a very strong and clear signal that the Trustee is committed to aggressively seeking and negotiating recoveries for the BLMIS Customer Fund with financial institutions all over the globe." In addition to Mr. Sheehan and Mr. Kornfeld, the Trustee acknowledges the contributions of the Baker & Hostetler attorneys who worked on these matters: Mark Cymrot, Elizabeth Smith, Jonathan New, Adam Oppenheim , Keith Murphy, Scott Weiser, Melissa Kosack and Anthony Stark. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On December 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) As of October 29, 2010, a total of US$5.69 billion in claims by investors has been allowed, with US$741.2 million to be paid by the Securities Investor Protection Corp. Investors are expected to receive additional distributions from money recovered by Mr. Picard. BLOCKBUSTER INC: Moves Plan Filing Deadline to December 15 ---------------------------------------------------------- Blockbuster Inc., its "subsidiary guarantors", the lenders of its Senior Secured, Super-Priority Debtor-in-Possession Revolving Credit Agreement and Wilmington Trust FSB, as agent, agreed to amend the parties' DIP Credit Agreement, effective as of November 23, 2010, to extend the date prior to which Blockbuster will have filed a Conforming Plan of Reorganization from November 30, 2010, to December 15, 2010, according to a Form 8-K filing with the U.S. Securities and Exchange Commission dated November 30, 2010. "Subsidiary Guarantors" refer to each of Blockbusters' U.S.-based subsidiary other than Blockbuster 2009 Trust. As previously reported, under the DIP Credit Agreement, the Debtors are required to file a Conforming Plan by November 30, and have that plan confirmed by March 15, 2011. In connection with the Debtors' bankruptcy filing, Blockbuster also entered into a Plan Support Agreement with certain subsidiaries and beneficial owners or advisors, nominees or investment managers for the beneficial owners of those 11.75% Senior Secured Notes due 2014 issued by Blockbuster. According to the regulatory filing, effective as of November 23, 2010, Blockbuster, the PSA Subsidiaries, and certain Consenting Noteholders agreed to amend the Plan Support Agreement to extend the date prior to which: (i) Blockbuster will have filed a Plan and Disclosure Statement from 60 days following the Petition Date to December 15, 2010; and (ii) a Supermajority of Consenting Noteholders will have approved a Business Plan from November 30, 2010, to December 10, 2010. As reported in the Troubled Company Reporter on November 3, 2010, Judge Burton R. Lifland of the U.S. Bankruptcy Court for the Southern District of New York granted, on a final basis, the Debtors' request to obtain a $125,000,000 loan pursuant to the terms and conditions of a Senior Secured, Super-Priority Debtor- in-Possession Revolving Credit Agreement with Wilmington Trust FSB. A full-text copy of the Final DIP Order is available for free at: http://bankrupt.com/misc/BBI_Final_DIP_Order.pdf 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. The Official Committee of Unsecured Creditors has retained Cooley LLP as its counsel. 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: Panel Wants Challenge Period Extended to Feb. 9 ---------------------------------------------------------------- The final order allowing Blockbuster Inc. to obtain $125 million in debtor-in-possession financing provides the Official Committee of Unsecured Creditors with 60 days following entry of the Final Order to commence "an adversary proceeding challenging the amount, validity, or enforceability of the Senior Secured Obligations, or the perfection or priority of the Prepetition Security Interests in the Prepetition Collateral in respect thereof, or otherwise asserting any claims or causes of action on behalf of the Debtors' estates against the Senior Indenture Trustee or the Senior Secured Noteholders relating to the Senior Secured Obligations." The Challenge Period is set to expire on December 27, 2010. Against this backdrop, the Creditors Committee asks the Court for a 45-day extension of the Challenge Period through and including February 9, 2011. More than half of the prescribed Challenge Period has passed and the Creditors Committee has yet to receive any responsive documents from "investigation parties" composed of the Debtors, the DIP Agent, the Senior Indenture Trustee, the Backstop Lenders, and Carl Icahn, Richard S. Kanowitz, Esq., at Cooley LLP, in New York, tells the Court. To date, he says, the Creditors Committee's review has been limited to documents previously provided by the Debtors in their virtual data room, which are not specifically tailored to the Creditors Committee's investigative efforts, and those documents available in the public domain. While counsel to each of the Investigation Parties have pledged to work cooperatively with the Creditors Committee to provide prompt access to the documents and information needed to perform a complete investigation of the Senior Secured Noteholders relating to the Senor Secured Obligations, it has become abundantly clear that the Creditors Committee and Investigation Parties maintain different views on (i) what constitutes prompt cooperation, and (ii) which claims and causes of action would be foreclosed from further review upon expiration of the Challenge Period, Mr. Kanowitz argues. With 25 days left until expiration of the Challenge Period, the Creditors Committee has yet to receive any documents or information, yet to be in a position to schedule any depositions and yet to be provided with any time to review and consider adduced information in order to decide whether filing an appropriate motion for standing to pursue a challenge is an intelligent use of the estates' resources, Mr. Kanowitz contends. He adds that the Debtors have yet to file their plan of reorganization and disclosure statement, or provide the Creditors Committee with the corresponding business plan for its analysis. The delayed filing of the Plan, Disclosure Statement and Business Plan serve as further support for the requested extension, as the brevity of the Challenge Period was initially tied to the expedited filing requirements of the Plan milestones in the DIP Credit Agreement, Mr. Kanowitz asserts. The Creditors Committee also asks the Court to confirm that the sought extension does not constitute a "Roll-Up Event" under the Final DIP Order, which would result in a $125 million windfall to the DIP Lenders, to ensure that the extension does not prejudice the estates by unintentionally triggering a substantial rollup of the DIP Lenders' prepetition indebtedness. A Roll-Up Event occurs upon, inter alia, the date a Carve-Out Trigger Notice is delivered, which notice may be delivered upon the occurrence of a Termination Event. A Termination Event may occur upon, inter alia, (i) the date upon which any provision of the Final DIP Order will cease to be valid and binding, or (ii) the date of any occurrence of an Event of Default under the DIP Loan Documents. One of the Events of Default is the entry of an order amending, supplementing, staying, vacating, rescinding or otherwise modifying the Final DIP Order without the written consent of the DIP Lenders. The Creditors Committee submits that entry of an order (i) providing a 45-day extension of the Challenge Period, and (ii) confirming that the extension does not constitute a Roll-Up Event under the DIP Credit Agreement and Final DIP Order, is reasonable and justified at this time. A hearing will be held on December 16, 2010, to consider the request. Objections are due on December 9. 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. The Official Committee of Unsecured Creditors has retained Cooley LLP as its counsel. 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: Lyme Regis Wants to Pursue Estate's Claims ----------------------------------------------------------- Lyme Regis Partners LLC seeks the Bankruptcy Court's authority to abandon certain causes of action that are of inconsequential value and benefit to Blockbuster Inc.'s bankruptcy estate, or in the alternative, to grant it standing to pursue claims on the estate's behalf. Lyme Regis is a holder of senior subordinated notes issued by the Debtors. Lyme Regis says it hopes to prevent the elimination of potentially valuable claims to the Estate that (i) the Debtors will not prosecute, and (ii) by virtue of the postpetition DIP financing order, the Official Committee of Unsecured Creditors is unable to prosecute. Scott A. McMillan, Esq., in La Mesa, California, explains that Lyme Regis brings the request to abandon certain causes of action presently held by the Debtors, including: (a) all rights to assert or prosecute any action for the establishment or avoidance of potential preferences, fraudulent conveyances, other lien avoidance power claims or any other claims, counterclaims or causes of action, objections, contests or defenses against the DIP Agent, any DIP Lender, any Roll-Up Noteholder, the Senior Indenture Trustee or any Senior Secured Noteholder or their agents, affiliates, representatives, professionals, attorneys or advisors, or any insider; and (b) all rights to assert claims for breach of fiduciary duty and for aiding and abetting the breach of fiduciary duties, as those may exist against the Debtors' present and former board of directors, officers, or their agents, affiliates, representatives, professionals, attorneys or advisors, or any insider. Lyme Regis asks that the Court either deem abandoned the derivative creditor claims for breach of fiduciary duty, for fraudulent transfer, or grant standing to Lyme Regis to pursue claims, Mr. McMillan says. He asserts that Lyme Regis makes the request as a precaution to ensure that certain of the claims against third parties, particularly the DIP Lenders and their affiliates, are not barred, including the claims otherwise barred by the Final DIP Order. The Final DIP Order requires an adversary proceeding inconsistent with the release provision of the DIP Documents be brought within 60 days of entry of that order. The filing deadline for the requisite adversary complaints is December 27, 2010. At this time, the Creditors Committee has not moved for standing to bring a complaint on behalf of the unsecured creditor body, Mr. McMillan contends. He informs Judge Lifland that Lyme Regis has begun an investigation of claims that the estate holds against third parties and other claims, which would otherwise be released pursuant to the Final DIP Order. As a result of the investigation, Lyme Regis has identified potential claims that exist against Debtors' directors and officers, including former director and current/former insider Carl Icahn, and other persons, Mr. McMillan asserts. He says that Lyme Regis' representative participated in the Debtors' meeting of creditors and has submitted written questions, which have yet to be responded to. Lyme Regis has also submitted an application for leave to conduct an examination of third parties under Rule 2004 of the Federal Rules of Bankruptcy Procedure, which will be heard on December 16, 2010. At present, the investigation is incomplete as Lyme Regis has not had access to the information that the Debtors hold, and has not been allowed to this point to inquire to Mr. Icahn and his affiliates directly, Mr. McMillan avers. He points out that the Creditors Committee is impaired in its ability to represent Lyme Regis' and other unsecured creditors' interests in that it lacks financing to pursue claims according to the Final DIP Order, which limits the use of cash collateral to matters other than prosecuting the claims in this request. Mr. McMillan argues that the Debtors are similarly impaired to represent the interests of the unsecured creditors, in that management of the Debtors are beholden to the DIP Lenders, and hobbled by the same limitation of the use of the Cash Collateral. He adds that the Debtors' selected lawyers represent three of the five DIP lenders, and all of the prepetition secured Movie Studios. Thus, the interests of those persons in control of the Debtors are in conflict with recovering any transfers from the beneficiaries of prepetition transfers, he continues. The Court will convene a hearing on December 16, 2010, to consider the request. Objections are due on December 8. 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. The Official Committee of Unsecured Creditors has retained Cooley LLP as its counsel. 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: Committee Gets OK for Cooley as Counsel -------------------------------------------------------- The Official Committee of Unsecured Creditors in Blockbuster Inc.'s bankruptcy cases won approval from the U.S. Bankruptcy Court 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, withdrew its objection to Cooley LLP's appointment as counsel for the Creditors Committee. 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. 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. The Official Committee of Unsecured Creditors has retained Cooley LLP as its counsel. 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) BUFFETS OF BENSALEM: NJ Court Rejects Assumption of Pact Request ---------------------------------------------------------------- The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the District of New Jersey: (i) denied a motion to compel trustee to assume a postpetition contract filed by H.A. Steen Industries Inc.; and (ii) granted a motion to expunge the claim of H.A. Steen filed by Donald F. Conway as Chapter 11 trustee of Buffets of Bensalem, LLC. The Debtor contracted to lease an outdoor advertisement at 1465 Street Road, Bensalem, PA, from H.A. Steen for a six-month term, beginning August 13, 2009 for $2,615 a month. The Debtor operated a Golden Corral restaurant on the Property pursuant to a franchise agreement with Golden Corral Franchising Systems, Inc. The Debtor was the owner of the Property at the time the contract was executed, and its representative, the Chapter 11 Trustee, did not authorize the contract. On December 31, 2009, once the Chapter 11 Trustee learned that the Debtor purportedly entered into the contract with H.A. Steen, he informed H.A. Steen that the contract was not authorized, that outdoor advertising was not in the ordinary course of business of the Debtor and, thus the contract was void ab initio, Judge Kaplan said. The Chapter 11 Trustee also informed H.A. Steen that the Debtor's estate would not be making payments pursuant to the contract, Judge Kaplan noted. Nonetheless, H.A. Steen filed a proof of claim on February 19, 2010 for services performed. Accordingly, whether the Chapter 11 Trustee is required to honor the Debtor's postpetition contract hinges on whether H.A. Steen has proved that the services it provided benefitted the estate and its creditors, Judge Walsh stated. The Court found that H.A. Steen has not met this burden and grants the Trustee's cross- motion to expunge the claim. The Chapter 11 Trustee was already in negotiations to sell the property when the contract was executed, Judge Walsh pointed out. Arguably, any benefit would have been conferred upon the new Buyer, not the Debtor, Judge Walsh concluded. A copy of the Bankruptcy Court's Opinion and Order, dated November 23, 2010, is available at http://is.gd/i52G6from Leagle.com. Buffets of Bensalem, LLC, d/b/a Golden Corral Restaurant filed a voluntary Chapter 11 petition on December 10, 2008 (Bankr. D. N.J. Case No. 08-34568). Donald F. Conway was appointed as Trustee on December 23, 2008. The Debtor's bankruptcy case was jointly administered with Buffets of Autobaum, Inc.'s Chapter 11 proceeding. C&D TECHNOLOGIES: 95.56% of Sr. Notes Tendered for Exchange ----------------------------------------------------------- C&D Technologies, Inc.'s approximately 95.56% of the outstanding principal of its outstanding 5.25% Convertible Senior Notes due 2025 and 5.50% Convertible Senior Notes due 2026 have been validly tendered and not validly withdrawn as of 5:00 PM Eastern Standard Time on December 2, 2010, in its outstanding exchange offers. Assuming that none of the Notes which have been validly tendered as of 5:00 PM Eastern Standard Time on December 2, 2010 are validly withdrawn, the minimum tender condition of the exchange offers will be satisfied. As previously reported, the Company is seeking to exchange the Notes for up to 95% of the outstanding shares of the Company's common stock in the aggregate following consummation of the exchange offers. Following the consummation of the exchange offers, the existing stockholders of the Company would hold at least 5% of the outstanding shares of the Common Stock, up to a maximum of 9.75% of the outstanding shares of the Common Stock. The consummation of the exchange offers is conditioned upon, among other things, at least 95% of the aggregate principal amount of the Notes being validly tendered and not validly withdrawn and the holders of Common Stock approving the exchange offers and an amendment to the Company's certificate of incorporation authorizing an increase in the number of shares of Common Stock authorized for issuance and a forward stock split in ratios between 1:1 and 1.95:1, to be determined by the Board of Directors of the Company (together, the "Shareholder Exchange Consent"). The Stockholder Meeting The Company will hold a special meeting of its stockholders at 9:00 AM Eastern Standard Time on Monday, December 13, 2010 at the corporate offices of C&D located at 1400 Union Meeting Road, Blue Bell, Pennsylvania. At the special meeting, stockholders of the Company will be asked to consider and vote upon the proposals included in the Shareholder Exchange Consent, as more fully described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on November 30, 2010. Stockholders of record at the close of business on October 18, 2010 will be entitled to notice of and to vote at the meeting. Instructions for how to vote by proxy at the meeting, even if a stockholder is unable to attend the meeting, are included in the definitive proxy statement. The company's board of directors recommends a vote in favor of each proposal included in the shareholder exchange consent. On December 2, 2010, the Company retained MacKenzie Partners, Inc. to act as proxy solicitor in connection with the special meeting of stockholders on December 13, 2010. Under the terms of the engagement letter between the Company and MacKenzie, MacKenzie will be entitled to a fee of up to $70,000 in connection with acting as proxy solicitor and reimbursement of out of pocket expenses incurred by MacKenzie. The Restructuring The exchange offers provide an out-of-court method of restructuring the Company's indebtedness to address imminent debt repayment obligations and liquidity issues. If the exchange offers are not consummated, as a result of any of the conditions thereto not being satisfied, the Company will be unable to repay its current indebtedness from cash on hand or other assets. Therefore, the Company is simultaneously soliciting holders of the Notes and the existing holders of Common Stock to approve a prepackaged plan of reorganization as an alternative to the exchange offer. As noted above, if the restructuring is accomplished through the exchange offers, the holders of Notes will receive their pro rata share of up to 95% of the outstanding shares of Common Stock following the consummation of the exchange offers and the existing stockholders of the Company will hold at least 5%, and up to 9.75% of the outstanding shares of Common Stock following the consummation of the exchange offers. If the restructuring is accomplished through the prepackaged plan of reorganization, 100% of the Notes, plus all accrued and unpaid interest, will be cancelled, and holders of Notes will receive their pro rata share of either (i) 95% of the common stock of the Company issued under the prepackaged plan (the "New Common Stock"), if the Shareholder Exchange Consent is obtained or (ii) 97.5% of the New Common Stock, subject to dilution by any issuance made pursuant to certain shareholder warrants to purchase 5.0% of the Common Stock, if the Shareholder Exchange Consent is not obtained. If the restructuring is accomplished through the prepackaged plan of reorganization, 100% of the Common Stock will be cancelled, and holders of Common Stock will receive their pro rata share of either (i) 5% of the New Common Stock, if the Company's stockholders approve the Shareholder Exchange Consent or (ii) (x) 2.5% of the New Common Stock and (y) Shareholder Warrants, if the Company's stockholders do not approve the Shareholder Exchange Consent. The exchange offers are scheduled to expire at 11:59 PM, Eastern Standard Time, on the December 13, 2010, and validly tendered Notes may be validly withdrawn at any time prior to the expiration time. The exchange offers are subject to and described more fully in the Company's effective Registration Statement on Form S-4 filed with the SEC on November 30, 2010. The Prepackaged Plan of Reorganization If the conditions to the exchange offers are not satisfied or if the Shareholder Exchange Consent is not obtained, but a sufficient number of holders and Notes and holders of a requisite principal amount of Notes vote to accept the prepackaged plan of reorganization, then the Company will pursue an in-court restructuring. If confirmed, the prepackaged plan of reorganization would have principally the same effect as if 100% of the holders of Notes had tendered their notes in the exchange offer. To confirm the prepackaged plan of reorganization without invoking the "cram-down" provisions of the Bankruptcy Code, holders of Notes representing at least two-thirds in amount and more than one-half in number of those who vote and holders of at least two-thirds in number of outstanding common Stock must vote to accept the plan. As of 5:00 PM Eastern Standard Time on December 2, 2010, holders of Notes representing at least 69.87% in amount of outstanding principal have voted to accept the plan. Solicitation Participants C&D Technologies and its directors, executive officers and certain other members of management and employees may be soliciting proxies from its stockholders in favor of the Stockholder Exchange Consent. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the C&D stockholders in connection with the exchange offer are set forth in the definitive proxy statement filed with the SEC on November 30, 2010. You can find information about C&D's executive officers and directors in its definitive proxy statement filed with the SEC on May 7, 2010. About C&D Technologies Based in Blue Bell, Pennsylvania, C&D Technologies, Inc. (NYSE: CHP) -- http://www.cdtechno.com/-- engineers, manufactures, sells and services fully integrated reserve power systems for regulating and monitoring power flow and providing backup power in the event of primary power loss until the primary source can be restored. The Company's balance sheet at July 31, 2010, showed $239.4 million in assets, $251.1 million in total liabilities, and a stockholders' deficit of $11.7 million. * * * In its Form 10-Q for the quarter ended July 31, 2010, the Company said its cumulative losses, substantial indebtedness and likely future inability to comply with certain covenants in the agreements governing its indebtedness, including among others, covenants related to continued listing on a national automated stock exchange and future EBITDA requirements, and in addition, its current liquidity situation, raise substantial doubt as to its ability to continue as a going concern for a period longer than 12 months from July 31, 2010. On September 14, 2010, the Company entered into a restructuring support agreement with two convertible noteholders who together hold approximately 56% of the aggregate principal amount of the 2005 Notes and the 2006 Notes. The supporting noteholders have agreed to a proposed restructuring of the 2005 Notes and the 2006 Notes which will be effected through (i) an offer to exchange the outstanding 2005 Notes and 2006 Notes for up to 95% of the Company's common stock, or (ii) a prepackaged plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code. The Company has agreed to solicit votes from the Company's stockholders and the holders of the Notes to accept the prepackaged plan concurrently with the exchange offer. The Company continues to be engaged in active discussions with lenders under its Credit Facility regarding a restructuring of its capital structure. C&D Technologies has elected not to make a semi-annual interest payment due on its 5.25% Convertible Senior Notes due 2025 on November 1, 2010. The decision was made in light of the Company's October 21, 2010 announcement of its plan to implement a restructuring of its indebtedness pursuant to an offer to exchange all of its outstanding 5.25% Notes and 5.50% Convertible Notes due 2026 for up to 95% of the shares of the Company's common stock, which provides that if the Exchange Offer is consummated, all outstanding principal of, plus accrued unpaid interest on, properly tendered Notes will be included in the calculation of each holder's pro rata share of the Company's common stock to be issued to holders of Notes. A semi-annual interest payment on the Company's 5.50% Senior Notes due 2026 became due November 15, 2010. The Company has earlier said it would also elect not to pay interest due on the 5.50% Notes. CAPITOL BANCORP: To Cure NYSE Listing Deficiency ------------------------------------------------ Capitol Bancorp Limited disclosed that the New York Stock Exchange has notified the corporation that it has fallen below the NYSE's continued listing standard relating to the price of its common stock. The NYSE requires that the average closing price of a listed company's common stock be at least $1.00 per share over a consecutive 30 trading-day period. Under the NYSE's rules, Capitol has six months from the date of the NYSE notice to have a closing share price and 30 trading-day average share price of at least $1.00 in order to avoid the delisting of its shares. During this period, Capitol's common stock will continue to be traded on the NYSE, subject to Capitol's compliance with other NYSE continued listing requirements. As required by the NYSE in order to maintain the listing of its common shares, Capitol will notify the NYSE of its intent to cure the price deficiency. Capitol is currently exploring alternatives for curing the deficiencies and restoring compliance with the continued listing standards. Capitol's business operations, Securities and Exchange Commission reporting requirements, credit agreements and other debt obligations are unaffected by this notification. About Capitol Bancorp Capitol Bancorp Limited is a $4.2 billion national community banking company with a network of separately chartered banks in 14 states. Founded in 1988, Capitol Bancorp Limited has executive offices in Lansing, Michigan, and Phoenix, Arizona. CENTRALIA OUTLETS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Centralia Outlets LLC 1145 Broadway Plaza Tacoma, WA 98402 Bankruptcy Case No.: 10-24529 Chapter 11 Petition Date: December 3, 2010 Court: U.S. Bankruptcy Court Western District of Washington (Seattle) Judge: Marc Barreca Debtor's Counsel: James L. Day, Esq. BUSH STROUT & KORNFELD 601 Union Street, Suite 5000 Seattle, WA 98101 Tel: (206) 292-2110 E-mail: jday@bskd.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Richard K. Getty, manager of Green Global Investments, its manager. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ The Chronicle/Lafromboise Tabloid Painting $3,755 Newspapers 3802 Galvin Road Centralia, WA 98531 Mechanical & Control Services Maintenance per $1,492 301 Porter Way Proposal on Vacant Milton, WA 98354 Units Associated Roofing Roof Review/Roof $1,214 P.O. Box 82894 Report Kenmore, WA 98208 Rainier Industries Repair 18 Applique $1,191 Banners Lincoln Creek Lumber Supplies $1,057 Lewis County Chemical Supplies $983 Business Examiner Advertising Inserts $878 The Prism Company Travel Expenses $686 Star Rentals Scissor Lift Rental $593 Law Office of Ricki Friedman Letter of Intent $500 Revision DeVaul Publishing Inc. Advertising Inserts $490 JSH Maintenance Services Payroll $469 AT&T Mobility Cell Phones $224 Storeyco, Inc. Backlit Display $160 Country Fresh Laundry Launder Uniforms $111 Les Schwab Tires Tire Chains $86 Qwest 11/23-23/23 $85 Fire Line Qwest 11/23-23/23 $85 Fire Line Puget Sound Energy 1311 & 1312 Lum $77 Rd 10/21-11/18 Puget Sound Energy 1303 Lum $64 10/20-11/18 CHANA TAUB: Chapter 11 Trustee Moves for Chapter 7 Conversion ------------------------------------------------------------- WestLaw reports that a Chapter 11 trustee's filing of a motion to convert the debtor's case to one under Chapter 7 was not sanctionable under the rule allowing for sanctions for filing papers with an improper purpose. The trustee did not file the motion or otherwise perform her duties for an improper purpose, and the trustee's arguments and contentions in the motion were not based on an inadequate investigation or a lack of evidentiary support. The debtor's disagreement with the trustee's position did not render that position sanctionable. In re Taub, --- B.R. - ---, 2010 WL 4867612 (Bankr. E.D.N.Y.). Chana Taub filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 08-44210) on July 1, 2008, and is represented by Dennis W. Houdek, Esq., in Manhattan. Mrs. Taub's chapter 11 case has been hallmarked by waves of thermonuclear litigation with her estranged husband. In April 2010, the Honorable Elizabeth S. Stong appointed a Chapter 11 trustee. Lori Lapin Jones, Esq., at Lori Lapin Jones, PLLC, in Great Neck, N.Y., serves as the Chapter 11 Trustee, and Ms. Jones is represented by Ronald J. Friedman, Esq., at SilvermanAcampora LLP. CIELO APARTMENTS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Cielo Apartments, LLC 501 North Church Street Charlotte, NC 28202 Bankruptcy Case No.: 10-33570 Chapter 11 Petition Date: December 3, 2010 Court: U.S. Bankruptcy Court Western District of North Carolina (Charlotte) Judge: J. Craig Whitley Debtor's Counsel: Glenn C. Thompson, Esq. HAMILTON MOON STEPHENS STEELE & MARTIN 201 S. College Street, Suite 2020 Charlotte, NC 28244-2020 Tel: (704) 227-1067 Fax: (704) 344-1483 E-mail: gthompson@lawhms.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Tom G. Thornburg, manager of JLT Residential Partners, LLC. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Crosland Contractors LLC -- $1,806,764 227 W. Trade Street, Suite 800 Charlotte, NC 28202 Charlotte Flooring Inc. -- $107,015 4510 Yancy Road Charlotte, NC 28217-1738 Horack Talley -- $70,628 2600 One Wachovia Center 301 South Colle Charlotte, NC 28202-6038 Perkins Eastman -- $69,513 Allsouth Renovations, Inc -- $52,060 Bartlett Tree Experts -- $20,291 Geoscience Group -- $19,917 Office Environments -- $18,628 Southwood -- $12,712 Elm Engineering, Inc -- $11,000 Leisure Creations -- $10,201 Perfecttion Equipment Company -- $7,058 RB Pharr & Associates -- $6,719 Apartment Guide -- $6,806 Meadows Office Furniture -- $6,281 Modspace -- $5,143 Design Resource Group -- $4,977 G&P Contractors, Inc -- $4,966 Simon-Meyer, Charlotte, LLC -- $4,338 SES Environmental Inc -- $4,320 CITADEL BROADCASTING: Loan Upsizing Won't Affect S&P's Ratings -------------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings on U.S. radio broadcaster Citadel Broadcasting Corp.'s proposed new senior secured credit facilities are unaffected by the $100 million upsizing of the term loan. The total size of the proposed facility is $500 million, consisting of a $150 million revolving credit facility due 2013 and a $350 million (previously $250 million) term loan due 2016. The issue-level rating on the senior secured credit facilities remains at 'BB+' (two notches higher than the 'BB-' corporate credit rating on the company) with a recovery rating of '1', indicating S&P's expectation of very high (90% to 100%) recovery for lenders in the event of a payment default. In addition, the ratings on the company's proposed senior unsecured notes due 2018 remain unchanged after the downsizing of the issue to $400 million from $500 million. The issue-level rating on the senior unsecured notes remains at 'BB-' (at the same level as the 'BB-' corporate credit rating on the company) with a recovery rating of '3', indicating S&P's expectation of meaningful (50% to 70%) recovery for noteholders in the event of a payment default. The corporate credit rating on Citadel is 'BB-' and the rating outlook is stable. S&P expects Citadel to generate EBITDA growth in the high-20% area in 2010 because of a cyclical advertising rebound and cost-cutting actions taken during the economic downturn. Based on this expectation, S&P believes that pro forma lease-adjusted debt to EBITDA of about 3.5x as of Sept. 30, 2010 could improve to the low-3x area in 2011. S&P's stable rating outlook incorporates its expectation that Citadel will maintain adequate leverage and liquidity to support the 'BB-' rating over the next 12 to 18 months. However, S&P remains uncertain about the growth prospects for radio broadcasting beyond 2011, and see the risk that radio growth will continue to significantly lag GDP growth. Ratings List Citadel Corporate Credit Rating BB-/Stable/-- $150M revolv credit fac due 2013 BB+ Recovery Rating 1 $350M term loan due 2016 BB+ Recovery Rating 1 $400M sr unsecd nts due 2018 BB- Recovery Rating 3 CITIGROUP INC: Treasury to Sell Remaining Common Shares ------------------------------------------------------- The Wall Street Journal's Randall Smith and Aaron Lucchetti and Dow Jones Newswires' Michael R. Crittenden report that the U.S. Treasury set plans to sell the last of its Citigroup Inc. common shares in a $10 billion offering that would cap the government's biggest bank bailout of the financial-market meltdown. The report, citing Linus Wilson, a professor of finance at University of Louisiana at Lafayette, says the move could reap a $9.4 billion profit for taxpayers on their $45 billion Citi investment. The report notes the Treasury, which a year ago set plans to exit the Citi investment within six to 12 months, had fallen behind that target as it executed plans to "dribble out" its 7.7 billion Citi shares, a 27% stake, in steady sales into the market. Through October, it had only sold 4.4 billion shares. According to the report, the government will still be left owning some of Citi. Treasury acquired a stake of more than $52 billion in Citi during the market meltdown, consisting of an initial $25 billion in preferred shares in October 2008, an additional $20 billion two months later, and $7.1 billion in January 2009. Citi repaid $20 billion through a stock sale late in 2009. The bulk of the remaining amount was converted into common shares to be sold off by the Treasury. The report notes the Treasury acquired warrants which it still holds for an additional 465.1 million Citi shares as part of a pact to share losses on a pool of risky Citi assets. But those are unlikely to be exercised soon because the stock trades below their conversion price. The government will also own Citi preferred stock. Both holdings aren't expected to change the government's potential profit much. According to the report, of the eight banks that were in the original 2008 Treasury bailout, Citigroup was the only one in which the government took an investment in common shares. The report relates that Citi said in a statement it "is pleased that the U.S. Department of the Treasury has finalized plans to exit from its remaining holdings of Citigroup common stock. We are very appreciative of the support provided by the UST during the financial crisis." About Citigroup Inc. Based in New York, Citigroup Inc. (NYSE: C) -- is a global diversified financial services holding company whose businesses provide a broad range of financial services to consumer and corporate customers. As reported in the Troubled Company Reporter on November 25, 2008, the U.S. government entered into an agreement with Citigroup to provide a package of guarantees, liquidity access, and capital. The U.S. Treasury and the Federal Deposit Insurance Corporation agreed to provide protection against the possibility of unusually large losses on an asset pool of roughly $306 billion of loans and securities backed by residential and commercial real estate and other such assets, which will remain on Citigroup's balance sheet. As a fee for this arrangement, Citigroup issued preferred shares to the Treasury and FDIC. The Federal Reserve agreed to backstop residual risk in the asset pool through a non-recourse loan. Citigroup, the third-biggest U.S. bank, received $45 billion in bailout aid. Citigroup sold assets to repay the bailout funds. CITADEL BROADCASTING: Rejected Cumulus Media Merger Offer Twice --------------------------------------------------------------- Citadel Broadcasting Corporation on Monday disclosed that it received an unsolicited proposal from a third party to enter into a merger transaction in early November 2010. Citadel did not identify that entity. This proposal was rejected by the Company's board of directors after it determined that the proposal was not in the best interests of the Company's shareholders. On November 29, 2010, the Company received a second unsolicited letter from the same third party that improved the terms of its prior proposal, and after consultation with its financial and legal advisors, the board of directors of the Company also rejected this proposal as not being in the best interests of the Company's shareholders. On November 24, 2010, Citadel commenced a private offering of new senior notes. The notes offering is being made solely to qualified institutional buyers, as defined under Rule 144A under the Securities Act of 1933, as amended, and to certain non-U.S. persons, as defined under Regulation S under the Securities Act. The notes offering is being made pursuant to a confidential offering memorandum dated November 24, 2010. Peter Lattman and Adrienne Carter, writing for The New York Times' DealBook, report that two people familiar with the offer -- who were not authorized to talk -- said that third party was Cumulus Media, the second largest radio station operator. DealBook says Citadel is No. 3. 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. * * * As reported by the Troubled Company Reporter on November 30, 2010, Standard & Poor's Ratings Services affirmed its 'BB-' corporate credit rating on Citadel. The rating outlook is stable. "The 'BB-' rating and stable outlook reflect Standard & Poor's Ratings Services' opinion of Citadel's improved financial flexibility following its bankruptcy," said Standard & Poor's credit analyst Michael Altberg. "The elimination of roughly 65% of its debt load should allow the company to generate healthy discretionary cash flow and maintain adequate liquidity despite the potential for longer-term secular declines in radio." Citadel carries 'Ba2' Corporate Family Rating from Moody's Investors Service. CLEARWIRE CORP: $1.325-Bil. Notes Priced at 105.18% Plus Interest ----------------------------------------------------------------- Clearwire Corporation announced Friday that its operating subsidiary Clearwire Communications LLC has priced an offering of $175,000,000 aggregate principal amount 12% first-priority senior secured notes due 2015 at an issue price of 105.182% plus accrued interest from December 1, 2010 (the "First Lien Notes") and $500,000,000 aggregate principal amount 12% second-priority secured notes due 2017 at an issue price of 100.0% plus accrued interest from December 9, 2010 (the "Second Lien Notes") and an offering of $650,000,000 aggregate principal amount 8.25% exchangeable notes due 2040 at an issue price of 100.0% plus accrued interest from December 8, 2010 (the "Exchangeable Notes" and collectively with the First Lien Notes and the Second Lien Notes, the "Notes"). The offering of Exchangeable Notes is up from the $500,000,000 proposed offering size for the Exchangeable Notes announced on December 1, 2010. Clearwire Communications has granted the initial purchasers of the Exchangeable Notes an option for 30 days to purchase up to an additional $100.0 million of Exchangeable Notes. The initial exchange rate for the Exchangeable Notes is 141.2429 shares of Class A Common Stock of Clearwire Corporation (the "Company") per $1,000 principal amount of the Exchangeable Notes equivalent to an initial exchange price of approximately $7.08 per share of the Company's Class A Common Stock. Upon exchange, Clearwire Communications may deliver either shares of Class A Common Stock or cash based upon a daily settlement value calculated on a proportionate basis for each day of a 25 trading- day observation period. Certain stockholders of the Company that hold equity securities representing approximately 85% of the Company's voting power have pre-emptive rights for 30 days from the date of the offering memorandum for the Exchangeable Notes that entitle such stockholders to purchase their pro rata share (based upon voting power) of all Exchangeable Notes issued. The Company has received waivers from stockholders holding roughly 31% of the voting power. The remaining pre-emptive rights, if exercised, could result in Clearwire Communications issuing up to an additional of roughly $760.0 million in Exchangeable Notes (assuming no exercise of the initial urchasers' over-allotment option). The Company is not aware whether all or any of these rights will be exercised. The Second Lien Notes will be contractually subordinated in right of payment to the First Lien Notes and Clearwire Communications' first-priority secured notes. The First Lien Notes and the Second Lien Notes will be unconditionally guaranteed on a senior basis by certain of Clearwire Communications' domestic subsidiaries. The First Lien Notes, the Second Lien Notes and the related guarantees will be secured by first-priority or second-priority liens, as applicable, on substantially all of Clearwire Communications' and the guarantors' assets. The Exchangeable Notes will be unsecured obligations of the issuers and the guarantors. The Notes will be issued in private offerings that are exempt from the registration requirements of the Securities Act of 1933, as amended, to qualified institutional buyers in accordance with Rule 144A and to persons outside the U.S. pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or any state or other securities laws. The sale of the Exchangeable Notes is expected to be consummated on or about December 8, 2010, subject to customary closing conditions. The sale of the First Lien Notes and the Second Lien Notes is expected to be consummated on or about December 9, 2010, subject to customary closing conditions. The Company intends to use the net proceeds from the offerings for working capital and for general corporate purposes, including capital expenditures. About Clearwire Corporation Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR) -- http://www.clearwire.com/-- through its operating subsidiaries, is a leading provider of wireless broadband services. Clearwire's 4G mobile broadband network serves 68 markets, including New York City, Los Angeles, Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C., Atlanta and Boston. The Company's balance sheet at September 30, 2010, showed $10.52 billion in total assets, $3.90 billion in total liabilities, and stockholders' equity of $6.62 billion. As reported previously in the TCR, the Company disclosed in its Form 10-Q for the third quarter ended September 30, 2010, that its expected continued losses from operations and the uncertainty about its ability to obtain sufficient additional capital raise substantial doubt about the Company's ability to continue as a going concern. "Without additional financing sources, we forecast that our cash and short-term investments would be depleted as early as the middle of 2011. Thus, we will be required to raise additional capital in the near-term in order to continue operations. Further, we also need to raise substantial additional capital over the long-term to fully implement our business plans." CLEARWIRE CORP: Unit to Raise $1.1 Billion from Debt Offerings -------------------------------------------------------------- Clearwire Corporation said that its operating subsidiary Clearwire Communications LLC plans to raise over $1.1 billion through the offering of debt securities in private placement transactions. Clearwire Communications is offering $175.0 million first-priority senior secured notes due 2015, $500.0 million of second-priority secured notes due 2017 and $500.0 million of exchangeable notes due 2040 and will grant the initial purchasers of the exchangeable notes an option to purchase up to an additional $100.0 million of exchangeable notes. Upon exchange, Clearwire Communications may deliver either shares of Class A Common Stock of Clearwire Corporation or cash. Certain stockholders of Clearwire Corporation that hold equity securities representing approximately 85% of Clearwire Corporation's voting power have pre-emptive rights for 30 days from the date of the offering memorandum for the exchangeable notes that entitle such stockholders to purchase their pro rata share of all exchangeable notes issued. Clearwire Corporation has received waivers from stockholders holding approximately 31% of the voting power. The remaining pre-emptive rights, if exercised, could result in Clearwire Communications issuing up to an additional approximately $584.6 million in exchangeable notes. Clearwire Corporation said it is not aware whether all or any of these rights will be exercised. The first lien notes will be issued under the indenture dated November 24, 2009 governing Clearwire Communications' existing $1.85 billion of secured notes issued in November 2009. Clearwire intends to use the net proceeds from the offering of the notes for working capital and for general corporate purposes, including capital expenditures. About Clearwire Headquartered in Kirkland, Washington, Clearwire Corporation (NASDAQ: CLWR), through its operating subsidiaries, is a leading provider of wireless broadband services. Clearwire is rated CCC by Standard & Poor's, and only slightly higher, at Caa1, by Moody's Investors Service. The Journal notes Moody's criticized the bond sale as an expensive way to raise capital, one that reflects the tension between Clearwire and Sprint. As reported by the Troubled Company Reporter on November 8, 2010, Clearwire reported a net loss of $564.6 million on $147.0 million of revenue for the three months ended September 30, 2010, compared with a net loss of $305.4 million on $68.8 million of revenue for the same period last year. During the first nine months of fiscal 2010, the Company incurred $1.55 billion of net losses, as compared to $829.9 million of net losses for the comparable period last year. Revenue for the first nine months of fiscal 2010 was $376.2 million, compared to revenue of $194.5 million for the first nine months of fiscal 2009. The Company's balance sheet at September 30, 2010, showed $10.52 billion in total assets, $3.90 billion in total liabilities, and stockholders' equity of $6.62 billion. "Based on our current projections, we do not expect our available cash and short-term investments to be sufficient to cover our estimated liquidity needs for the next twelve months. Without additional financing sources, we forecast that our cash and short- term investments would be depleted as early as the middle of 2011. Thus, we will be required to raise additional capital in the near- term in order to continue operations. Further, we also need to raise substantial additional capital over the long-term to fully implement our business plans," Clearwire said in the filing. "Our expected continued losses from operations and the uncertainty about our ability to obtain sufficient additional capital raise substantial doubt about our ability to continue as a going concern." CONOLOG CORP: WithumSmith+Brown Raises Going Concern Doubt ---------------------------------------------------------- Conolog Corporation filed on December 1, 2010, its annual report on Form 10-K for the fiscal year ended July 31, 2010. WithumSmith+Brown, PC, in Somerville, New Jersey, expressed substantial doubt about Conolog's ability to continue as a going concern. The independent auditors noted that the Company has had recurring losses from operations of $3.53 million and $1.62 million and used cash from operations in the amounts of $1.64 million and $1.26 million for the years ended July 31, 2010, and 2009, respectively. The Company reported a net loss of $24.91 million on $1.18 million of product revenue for fiscal 2010, compared with a net loss of $2.29 million on $1.49 million of product revenue for fiscal 2009. The Company's balance sheet at July 31, 2010, showed $2.34 million in total assets, $631,193 in total liabilities, and stockholders' equity of $1.71 million. A full-text copy of the Form 10-K is available for free at: http://researcharchives.com/t/s?7085 Somerville, N.J.-based Conolog Corporation is engaged in the design, production (directly and through subcontractors) and distribution of small electronic and electromagnetic components and sub-assemblies for use in telephone, radio and microwave transmission and reception and other communication areas that are used in both military and commercial applications. Products are used for transceiving various quantities, data and protective relaying functions in industrial, utility and other markets. CONSOLIDATED HORTICULTURE: EisnerAmper Named Creditors' Advisor --------------------------------------------------------------- The Official Committee of Unsecured Creditors in Consolidated Horticulture Group LLC, et al.'s Chapter 11 bankruptcy case sought and obtained authorization from the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware to retain EisnerAmper LLP as financial advisor, effective as of October 26, 2010. EisnerAmper will: a. review and analyze the Debtors' assets and liabilities; b. review and analyze the Debtors' business plan; c. assist the Committee with its review and analysis of any proposed sale or sales of the Debtors' assets; and d. perform other tasks as requested by the Committee, including a valuation of the Debtors' assets and business and a liquidation analysis. EisnerAmper will be paid based on the rates of its professionals: Thomas Buck $435 Allen Wilen $495 Partners $440-$495 Directors $395-$435 Managers/Senior Supervisors $325-$410 Seniors/Supervisors $200-$300 Associates $150-$195 Paraprofessionals $115-$225 Thomas Buck, EisnerAmper's managing director, assured the Court that the firm is a "disinterested person" as that term defined in Section 101(14) of the Bankruptcy Code. About Consolidated Horticulture Irvine, California-based Consolidated Horticulture Group LLC, doing business as Hines Nurseries LLC -- http://www.hineshorticulture.com/-- operates nursery facilities located in Arizona, California, Oregon and Texas. Through its affiliate, the company produces and distributes horticultural products. Black Diamond Capital Management LLC purchased Hines Nurseries Inc. in a bankruptcy sale in January 2009. The resulting reorganization plan, confirmed in January 2009, paid secured creditors in full on their $35.9 million in claims while providing as much as $12 million toward debt owing to suppliers both before and after the bankruptcy filing. The business bought by Black Diamond was renamed to Consolidated Horticulture. Consolidated Horticulture and its affiliates filed for Chapter 11 protection on October 12, 2010 (Bankr. D. Del. Lead Case No. 10-13308). Laura Davis Jones, Esq. and Timothy P. Cairns, Esq. at Pachulski Stang Ziehl & Jones LLP, serve as Delaware counsel to the Debtors. Attorneys at Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., serve as bankruptcy counsel. Epiq Bankruptcy Solutions LLC is the claims agent. Consolidated Horticulture estimated $100 million to $500 million in assets and $50 million to $100 million in debts in the Chapter 11 petition. CONSOLIDATED HORTICULTURE: Lowenstein Okayed as Committee's Attys. ------------------------------------------------------------------ The Official Committee of Unsecured Creditors in Consolidated Horticulture Group LLC, et al.'s Chapter 11 bankruptcy case sought and obtained authorization from the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware to retain Lowenstein Sandler PC as counsel, nunc pro tunc to October 26, 2010. Lowenstein Sandler will, among other things: a. assist the Committee in investigating the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtors' businesses, potential claims, and any other matters relevant to the case, to the sale of assets or to the formulation of a plan of reorganization; b. participate in the formulation of a plan; c. prepare on behalf of the Committee, as necessary, applications, motions, complaints, answers, order, agreements and other legal papers; and d. appear in Court to present motions, applications, and pleadings, and otherwise protect the interests of those represented by the Committee. Lowenstein Sandler will be paid based on the rates of its professionals: Members $440-$825 Senior Counsel $390-$575 Counsel $340-$575 Associates $235-$450 Paralegals and Assistants $145-$215 Sharon L. Levine, Esq., a member at Lowenstein Sandler, assured the Court that the firm is a "disinterested person" as that term defined in Section 101(14) of the Bankruptcy Code. About Hines Nurseries Irvine, California-based Consolidated Horticulture Group LLC, doing business as Hines Nurseries LLC -- http://www.hineshorticulture.com/-- operates nursery facilities located in Arizona, California, Oregon and Texas. Through its affiliate, the company produces and distributes horticultural products. Black Diamond Capital Management LLC purchased Hines Nurseries Inc. in a bankruptcy sale in January 2009. The resulting reorganization plan, confirmed in January 2009, paid secured creditors in full on their $35.9 million in claims while providing as much as $12 million toward debt owing to suppliers both before and after the bankruptcy filing. The business bought by Black Diamond was renamed to Consolidated Horticulture. Consolidated Horticulture and its affiliates filed for Chapter 11 protection on October 12, 2010 (Bankr. D. Del. Lead Case No. 10-13308). Laura Davis Jones, Esq. and Timothy P. Cairns, Esq. at Pachulski Stang Ziehl & Jones LLP, serve as Delaware counsel to the Debtors. Attorneys at Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., serve as bankruptcy counsel. Epiq Bankruptcy Solutions LLC is the claims agent. Consolidated Horticulture estimated $100 million to $500 million in assets and $50 million to $100 million in debts in the Chapter 11 petition. CONSOLIDATED HORTICULTURE: Gets Interim Nod $10.5-Mil. of Loans --------------------------------------------------------------- The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware has approved for the third time, on an interim basis, Consolidated Horticulture Group LLC, et al.'s request to obtain secured postpetition financing from a syndicate of lenders led by Black Diamond Commercial Finance, L.L.C., as administrative agent, and to use cash collateral. As reported by the Troubled Company Reporter on October 18, 2010, the Debtors first obtained the Court's interim authorization for the requested $20 million in debtor-in-possession financing to keep the garden supplier in operation. In the third interim court order, the Debtors are authorized to obtain postpetition financing in the aggregate principal amount of $10.5 million. Each of the Debtors is authorized to negotiate, prepare, enter into, and deliver the DIP demand note and the DIP loan documents, in each case, including any amendments thereto. Each of the Debtors is further authorized and directed to negotiate, prepare, enter into and deliver any UCC financing statements, pledge and security agreements, and mortgages or deeds of trust encumbering all of the DIP collateral and securing all of the Debtors' obligations under the DIP loan documents, including repayment of all DIP obligations in cash, that are requested by the DIP Agent. Obligations under the DIP demand note and the DIP loan documents will constitute valid and binding obligations of each of the Debtors, enforceable against each of them and each of their successors and assigns, in accordance with their terms and the terms of the interim court orders, and no obligation, payment, transfer or grant of a security under the DIP demand note, the DIP loan documents or the interim court orders will be stayed, restrained, voidable or recoverable under the U.S. Bankruptcy Code or under any applicable law. To secure the DIP obligations, the DIP Agent was granted pursuant to the first interim court order valid, enforceable and fully perfected, first priority priming liens on and senior security interests in all of the property, assets or interests in property or assets of each Debtor, and all property of the estate. The DIP Agent was also granted an allowed superpriority administrative expense claim for all DIP obligations. The grant of the postpetition liens was reaffirmed in the third interim court order. The postpetition liens, superpriority claim, and other rights and remedies granted under the first interim court order to the DIP Agent will continue in these and any successor cases. Under the first interim court order, the prepetition lenders -- the ABL lenders and the term loan lenders -- were granted replacement liens and superpriority claim, which were both re- affirmed pursuant to the second court interim order and third court interim order. The Debtors will make monthly payments (i) to Bank of America, N.A., as agent in the January 9, 2009 loan and security agreement, in an amount equal to the default interest that would have been payable for the month on account of the obligations; and (ii) to the January 9, 2009 term loan and security agreement agent Black Diamond in an amount equal to the default interests that would have been payable for the month on account of the obligations. Subject to and conditioned upon the entry of the final court order, for each dollar of the Debtors' postpetition cash collections, an equivalent amount of prepetition indebtedness owed under the ABL credit facility will be deemed to have been repaid and reborrowed on a postpetition basis. The Debtors will provide the ABL Agent (i) copies of financial reports provided to the DIP Agent; (ii) copies of notices received by the Debtors from the DIP Agent or the DIP Lenders; and (iii) written materials received by the Debtors from customers and delivered to the DIP Agent. Upon the occurrence and during the continuance of an event of default, if the DIP Agent and the DIP Lenders deliver a notice commencing the remedies notice period and the period will have expired, the ABL Agent will thereafter have 30 days commencing upon the expiration of the remedies notice period to consummate a purchase of the DIP obligations from the DIP Agent and the DIP Lenders. The Official Committee of Unsecured Creditors or any party in interest will be entitled to investigate until (i) January 18, 2011, with respect to the Committee, or (ii) December 28, 2010, with respect to any other party in interest, the validity, perfection, enforceability, and extent of the prepetition indebtedness and prepetition liens and any potential claims of the Debtors or their estates against the prepetition lenders These will constitute an event of default: (i) the final court order not entered by December 15, 2010; (ii) the Debtors fail to comply with the budget, a copy of which is available for free at http://bankrupt.com/misc/CONSOLIDATEDHORTICULTURE_budget.pdf; (iii) the Debtors fail to transmit to the DIP Agent and the prepetition agents and the DIP Agent don't receive a final version of the Debtors' business strategy and plan on a go forward basis by December 10, 2010; (iv) the Debtors fail to receive from the Debtors' top three customers by December 10, 2010, adequate assurance that the customers will continue to do business with the Debtors during the 2011 fiscal year at business levels consistent with the proposed business levels for the 2011 year that were conveyed to the Debtors and the Debtors have not transmitted to the DIP Agent and the prepetition agents proof of the adequate assurance; (v) unauthorized use by the Debtors of the DIP collateral; (vi) interim court orders being stayed, amended, modified or reversed; (vii) occurrence of an event of default under the DIP loan documents; (viii) fraudulent act, conduct or omission by the Debtors; (ix) filing of an application for court order approving DIP collateral use and obtaining financing or loans secured by liens that are senior, pari passu or junior to the DIP Lenders' liens on DIP collateral without the written consent of the DIP Agent unless the financing or loans are used to pay the DIP obligations in full; and (x) a sale court order being entered or a plan confirmed in any of the Debtors' Chapter 11 cases that does not provide for payment in full in cash of the DIP obligations on the closing date of the sale or the effective date of the plan or a court order being entered that dismisses any of the Debtors' Chapter 11 cases and which doesn't provide for the termination of the use of DIP collateral and payment in full in cash of the DIP obligations. Cash Collateral Use The Debtors' use of the cash collateral of all agents and lenders will automatically terminate on December 15, 2010, in the event a final court order approving the DIP Facility and the DIP loan documents hasn't been entered by that date. Final Hearing The Court has set a final hearing for December 14, 2010, at 3:00 p.m. on the Debtors' request to obtain DIP financing and use cash collateral. About Consolidated Horticulture Irvine, California-based Consolidated Horticulture Group LLC, doing business as Hines Nurseries LLC -- http://www.hineshorticulture.com/-- operates nursery facilities located in Arizona, California, Oregon and Texas. Through its affiliate, the company produces and distributes horticultural products. Black Diamond Capital Management LLC purchased Hines Nurseries Inc. in a bankruptcy sale in January 2009. The resulting reorganization plan, confirmed in January 2009, paid secured creditors in full on their $35.9 million in claims while providing as much as $12 million toward debt owing to suppliers both before and after the bankruptcy filing. The business bought by Black Diamond was renamed to Consolidated Horticulture. Consolidated Horticulture and its affiliates filed for Chapter 11 protection on October 12, 2010 (Bankr. D. Del. Lead Case No. 10-13308). Laura Davis Jones, Esq. and Timothy P. Cairns, Esq. at Pachulski Stang Ziehl & Jones LLP, serve as Delaware counsel to the Debtors. Attorneys at Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., serve as bankruptcy counsel. Epiq Bankruptcy Solutions LLC is the claims agent. Consolidated Horticulture estimated $100 million to $500 million in assets and $50 million to $100 million in debts in the Chapter 11 petition. CROSS COUNTRY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Cross Country Inn Investors, LLC dba Baymont Inn & Suites Columbus Airport 4900 Blazer Parkway Dublin, OH 43017 Bankruptcy Case No.: 10-64174 Chapter 11 Petition Date: December 2, 2010 Court: U.S. Bankruptcy Court Southern District of Ohio (Columbus) Judge: John E. Hoffman, Jr. Debtor's Counsel: Robert J. Morje, Esq. P.O. Box 6545 600 South Pearl Street Columbus, OH 43206 Tel: (614) 224-8000 Fax: (614) 588-8826 E-mail: rmorje.attorney@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 20 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/ohsb10-64174.pdf The petition was signed by Peter Coratola, managing member. DAIRY PRODUCTION: Gets Interim OK to Use Cash Collateral -------------------------------------------------------- Dairy Production Systems-Georgia LLC, et al., obtained interim authorization from the Hon. James D. Walker, Jr., of the U.S. Bankruptcy Court for the Middle District of Georgia to use the cash collateral of Agricultural Funding Solutions, LLC, until December 10, 2010, at 5:00 p.m. As of the Petition Date, the Debtors were indebted to the Lender at least $72,371,850.99 exclusive of accruing interest, fees, and costs. The Lender holds valid, perfected liens and security interests in al or substantially all of the Debtors' real and personal property and all assets and all proceeds thereof, including all cash collateral. San C. Kulka, Esq., at Arnall Golden Gregory LLP, explained that the Debtors need the money to fund their Chapter 11 case, pay suppliers and other parties. The Debtors will use the collateral pursuant to a budget, a copy of which is available for free at: http://ResearchArchives.com/t/s?7088 As adequate protection for the use of the cash collateral, the Debtors will grant the Lender a first priority lien to the same extent, validity and priority as its prepetition liens, upon all postpetition property of the Debtors. As additional adequate protection of the Lender's interest in the cash collateral and to the extent of the Debtors' use of the cash collateral, the Debtors will grant the Lender a first priority lien in all prepetition property and assets belonging to the Debtors and which property and assets weren't subject to valid and enforceable liens or security interests on the Petition Date. The Debtors will also grant the Lender superpriority administrative expense claims. The Debtors will provide the Lender financial daily, weekly and monthly reports that are produced and supplied to the management of the Debtors. About Dairy Production Baconton, Georgia-based Dairy Production Systems - Georgia LLC, dba Dairy Production Systems, was formed in November of 2008 and owns the operating assets acquired from Aurora Dairy - Georgia, LLC, exclusive of the real property owned by Aurora-Georgia. DPS Georgia owns approximately 3,490 head of cattle, along with equipment and dairy improvements located on a 1,065-acre farm leased from Aurora-Georgia. DPS Georgia filed for Chapter 11 bankruptcy protection on October 7, 2010 (Bankr. M.D. Ga. Case No. 10-11752). Neil C. Gordon, Esq., and Sean C. Kulka, Esq., at Arnall Golden Gregory LLP, serves as the Debtor's bankruptcy counsel. DPS Georgia estimated its assets at $1 million to $10 million and debts at $10 million to $50 million at the Petition Date. Affiliates Dairy Production Systems - Mississippi, LLC (Bankr. M.D. Ga. Case No. 10-11755), Dairy Production Systems, LLC (Bankr. M.D. Ga. Case No. 10-11754), Heifer Haven, LLC (Bankr. M.D. Ga. Case No. 10-11757), and New Frontier Dairy, LLC (Bankr. M.D. Ga. Case No. 10-11756), filed separate Chapter 11 petitions. Dairy Production Systems, LLC, estimated its assets and debts at $10 million to $50 million at the Petition Date. The cases are jointly administered, with Dairy Production Systems - Georgia as lead case. DAIRY PRODUCTION: Creditors Panel Gets OK to Tap Stone as Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Dairy Production Systems-Georgia, et al., sought and obtained authorization from the Hon. James D. Walker, Jr., of the U.S. Bankruptcy Court for the Middle District of Georgia to retain Stone & Baxter, LLP, as counsel, nunc pro tunc to October 19, 2010. Stone & Baxter will, among other things: a. give the Committee legal advice with reference to its powers an duties as the Official Committee of Unsecured Creditors; b. prepare on behalf of the Committee applications, reports, and other legal papers; c. prepare motions, pleadings and applications and conduct examinations incidental to the powers and duties of the Committee; and d. investigate the Debtor and causes of action of the Debtor against insiders or any other matters respecting the Debtor or the estate, or the possibility or desirability of selling the assets of the estate or reorganizing the Debtor, as may be appropriate in the case. Stone & Baxter will be paid based on the rates of its professionals: Attorneys $185 Research Assistant $100 Paralegals $100 Ward Stone, Jr., Esq., a partner at Stone & Baxter, assured the Court that the firm is a "disinterested person" as that term defined in Section 101(14) of the Bankruptcy Code. About Dairy Production Baconton, Georgia-based Dairy Production Systems - Georgia LLC, dba Dairy Production Systems, was formed in November of 2008 and owns the operating assets acquired from Aurora Dairy - Georgia, LLC, exclusive of the real property owned by Aurora-Georgia. DPS Georgia owns approximately 3,490 head of cattle, along with equipment and dairy improvements located on a 1,065-acre farm leased from Aurora-Georgia. DPS Georgia filed for Chapter 11 bankruptcy protection on October 7, 2010 (Bankr. M.D. Ga. Case No. 10-11752). Neil C. Gordon, Esq., and Sean C. Kulka, Esq., at Arnall Golden Gregory LLP, serves s the Debtor's bankruptcy counsel. According to the Debtor's schedules, the Debtor disclosed $6,178,324 in total assets and $19,182,907 in total debts. Affiliates Dairy Production Systems - Mississippi, LLC (Bankr. M.D. Ga. Case No. 10-11755), Dairy Production Systems, LLC (Bankr. M.D. Ga. Case No. 10-11754), Heifer Haven, LLC (Bankr. M.D. Ga. Case No. 10-11757), and New Frontier Dairy, LLC (Bankr. M.D. Ga. Case No. 10-11756), filed separate Chapter 11 petitions. Dairy Production Systems, LLC, estimated its assets and debts at $10 million to $50 million at the Petition Date. The cases are jointly administered, with Dairy Production Systems - Georgia as lead case. DAIRY PRODUCTION: Files Schedules of Assets & Liabilities --------------------------------------------------------- Dairy Production Systems - Georgia LLC has filed with the U.S. Bankruptcy Court for the Middle District of Georgia its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $0 B. Personal Property $6,178,324 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $14,558,170 E. Creditors Holding Unsecured Priority Claims $120,122 F. Creditors Holding Unsecured Non-priority Claims $4,504,615 ----------- ----------- TOTAL $6,178,324 $19,182,907 A copy of the schedules is available for free at: http://bankrupt.com/misc/DairyProduction_SAl.pdf Baconton, Georgia-based Dairy Production Systems - Georgia LLC, dba Dairy Production Systems, was formed in November of 2008 and owns the operating assets acquired from Aurora Dairy - Georgia, LLC, exclusive of the real property owned by Aurora-Georgia. DPS Georgia owns approximately 3,490 head of cattle, along with equipment and dairy improvements located on a 1,065-acre farm leased from Aurora-Georgia. DPS Georgia filed for Chapter 11 bankruptcy protection on October 7, 2010 (Bankr. M.D. Ga. Case No. 10-11752). Neil C. Gordon, Esq., and Sean C. Kulka, Esq., at Arnall Golden Gregory LLP, serves as the Debtors' bankruptcy counsel. Affiliates Dairy Production Systems - Mississippi, LLC (Bankr. M.D. Ga. Case No. 10-11755), Dairy Production Systems, LLC (Bankr. M.D. Ga. Case No. 10-11754), Heifer Haven, LLC (Bankr. M.D. Ga. Case No. 10-11757), and New Frontier Dairy, LLC (Bankr. M.D. Ga. Case No. 10-11756), filed separate Chapter 11 petitions. Dairy Production Systems, LLC, estimated its assets and debts at $10 million to $50 million at the Petition Date. The cases are jointly administered, with Dairy Production Systems - Georgia as lead case. DAIRY PRODUCTION: Gets Nod to Tap Arnall Golden as Bankr. Counsel ----------------------------------------------------------------- Dairy Production Systems-Georgia, et al., sought and obtained authorization from the Hon. James D. Walker, Jr., of the U.S. Bankruptcy Court for the Middle District of Georgia to hire Arnall Golden Gregory LLP as bankruptcy counsel, nunc pro tunc to the Petition Date. Arnall Golden has agreed to, among other things: a. assist the Debtors in the preparation of their schedules, statement of affairs, and periodic financial reports; b. assist the Debtors in consultations, negotiations and all other dealings with creditors, equity security holders, and other parties-in-interest concerning the administration of the Debtors' bankruptcy cases; c. prepare pleadings, conduct investigations, and make court appearances incidental to the administration of the Debtors' estates; and d. assist the Debtors in the development and formulation of plans and other means to maximize value to their estates, including the preparation of a plan, disclosure statement, and any related documents for submission to the Court and to the Debtors' creditors, equity holders, and other parties-in-interest. Arnall Golden will be paid based on the rates of its professionals: Jack K. Holland $535 Neil C. Gordon $495 Sean C. Kulka $375 Neil P. Mulcahy $245 Zachary D. Wilson $210 Sean C. Kulka, Esq., a partner at Arnall Golden, assured the Court that the firm is a "disinterested person" as that term defined in Section 101(14) of the Bankruptcy Code. Baconton, Georgia-based Dairy Production Systems - Georgia LLC, dba Dairy Production Systems, was formed in November of 2008 and owns the operating assets acquired from Aurora Dairy - Georgia, LLC, exclusive of the real property owned by Aurora-Georgia. DPS Georgia owns approximately 3,490 head of cattle, along with equipment and dairy improvements located on a 1,065-acre farm leased from Aurora-Georgia. DPS Georgia filed for Chapter 11 bankruptcy protection on October 7, 2010 (Bankr. M.D. Ga. Case No. 10-11752). According to the Debtor's schedules, the Debtor disclosed $6,178,324 in total assets and $19,182,907 in total debts. Affiliates Dairy Production Systems - Mississippi, LLC (Bankr. M.D. Ga. Case No. 10-11755), Dairy Production Systems, LLC (Bankr. M.D. Ga. Case No. 10-11754), Heifer Haven, LLC (Bankr. M.D. Ga. Case No. 10-11757), and New Frontier Dairy, LLC (Bankr. M.D. Ga. Case No. 10-11756), filed separate Chapter 11 petitions. Dairy Production Systems, LLC, estimated its assets and debts at $10 million to $50 million at the Petition Date. The cases are jointly administered, with Dairy Production Systems - Georgia as lead case. DAVIS HERITAGE: Files Schedules of Assets & Liabilities ------------------------------------------------------- Davis Heritage GP Holdings, LLC, has filed with the U.S. Bankruptcy Court for the Northern District of Florida its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $87,975 B. Personal Property $2,490,469 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $13,806,526 E. Creditors Holding Unsecured Priority Claims $21,683 F. Creditors Holding Unsecured Non-priority Claims $9,024,519 ----------- ----------- TOTAL $2,578,444 $22,852,728 A copy of the schedules is available for free at: http://bankrupt.com/misc/DAVIS_HERITAGE_sal.pdf Newberry, Florida-based Davis Heritage GP Holdings, LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Fla. Case No. 10- 10515) on September 26, 2010. Justin M. Luna, Esq., at Latham, Shuker, Eden & Beaudine, LLP, serves as the Debtor's bankruptcy counsel. DAVIS HERITAGE: Taps Latham Shuker as Bankruptcy Counsel -------------------------------------------------------- Davis Heritage GP Holdings, LLC, asks for authorization from the U.S. Bankruptcy Court for the Northern District of Florida to employ Latham, Shuker, Eden & Beaudine, LLP, as bankruptcy counsel, nunc pro tunc to September 26, 2010. LSEB will: a. advise as to the Debtor's rights and duties in its bankruptcy case; b. prepare pleadings related to the Debtor's bankruptcy case, including a disclosure statement and a plan of reorganization; and c. take any and all other necessary action incident to the proper preservation and administration of the estate. Prior to the commencement of the Debtor's bankruptcy case, LSEB was paid an advance fee by EarthArt, Inc., of $65,409 for postpetition services and expenses in connection with the case. EarthArt is a co-managing member of the Debtor. Norita V. Davis and EarthArth previously paid LSEB $15,991 on a current basis for services rendered prior to the commencement of the bankruptcy case. Justin M. Luna, Esq., an associate at LSEB, assures the Court that the firm is a "disinterested person" as that term defined in Section 101(14) of the Bankruptcy Code. Newberry, Florida-based Davis Heritage GP Holdings, LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Fla. Case No. 10- 10515) on September 26, 2010. According to its schedules, the Debtor disclosed $2,578,444 in total assets and $22,852,728 in total debts. DAVIS HERITAGE: U.S. Trustee Won't Appoint Creditors Panel ---------------------------------------------------------- The U.S. Trustee for Region 21 won't appoint a committee of unsecured creditors in Davis Heritage GP Holdings, LLC's Chapter 11 bankruptcy case. Newberry, Florida-based Davis Heritage GP Holdings, LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Fla. Case No. 10- 10515) on September 26, 2010. Justin M. Luna, Esq., at Latham, Shuker, Eden & Beaudine, LLP, serves as the Debtor's bankruptcy counsel. In its schedules, the Debtor disclosed $2,578,444 in total assets and $22,852,728 in total debts. DEAN FOODS: Fitch Downgrades Issuer Default Rating to 'B' --------------------------------------------------------- Fitch Ratings has downgraded the ratings of Dean Foods Company and Dean Holding Company: Dean Foods Company (Parent) -- Issuer Default Rating to 'B' from 'B+'; -- Bank credit facility to 'BB-/RR2' from 'BB/RR2'; -- Senior unsecured debt to 'CCC/RR6' from 'B-/RR6'. Dean Holding Company (Operating Subsidiary) -- IDR to 'B' from 'B+'; -- Senior unsecured debt to 'CCC/RR6' from 'B-/RR6'. Additionally, all ratings have been placed on Rating Watch Negative. At Sept. 30, 2010, Dean had $4.1 billion of total debt. Approximately 85% or $3.5 billion of this debt is secured bank debt while 15% or $625 million consists of unsecured notes. Rating Rationale: The downgrade is due to materially higher than expected declines in operating earnings and cash flow along with Fitch's expectation that financial leverage will remain elevated through 2011. Negative mix shift toward private-label milk concurrent with price concessions caused Dean's consolidated operating income to decline 31% to $337.2 million and cash flow from continuing operations to fall 24% to $379.3 million for the nine-month period ended Sept. 30, 2010. Given the market share gains by private-label milk and the industry's excess capacity, Fitch does not expect these adverse business conditions to reverse in the near term. For the latest 12-month period ended Sept. 30, 2010, total debt- to-operating EBITDA is higher than Fitch had anticipated at 5.4 times. For the same period, funds from operations adjusted leverage was 5.7x and operating EBITDA-to-gross interest expense was 3.2x. Fitch currently projects that total debt-to-operating EBITDA will approximate 5.6x and 5.4x in 2010 and 2011, respectively. Deleveraging remains a focus for the company but, due to current cash flow pressures, the magnitude of debt reduction is likely to be lower than Fitch originally anticipated. Dean generated $267 million of free cash flow (defined as cash flow from operations less capital expenditures and dividends) during the LTM period. Although Dean does not pay a dividend, Fitch believes FCF could be significantly below the company's $300 million historical average next year. Despite Dean's aggressive working capital management, capacity constraints in its higher margin WhiteWave-Alpro business and investments behind other cost savings initiatives could dictate higher capital expenditures. Dean's Fresh Dairy Direct-Morningstar division, which represented 85% of the company's $11.2 billion of sales in 2009, has experienced a year-over-year operating margin decline of 330 basis points to 5.2% for the nine-month period through Sept. 30, 2010. While Dean has become more aggressive with its cost reduction efforts, savings have not been enough to offset the declines in gross margins within this core operation. Given this and the previously discussed adverse industry conditions, Fitch does not believe Dean's consolidated EBITDA margin will return to its 10- year historical average of roughly 8% in the near-to-intermediate term. Negative Rating Watch and Rating Triggers: The Negative Rating Watch is due to the fact that covenant risk has escalated as cushion under Dean's secured bank facility's maximum leveraged requirement has become increasing limited. As defined by the agreement, LTM consolidated funded debt (excluding letters of credit, hybrid securities and no more than $100 million of cash)-to-consolidated EBITDA (adjusted for non-cash charges, etc.) is limited to 5.5x but steps down to 5.0x on June 30, 2011. Dean has remained in compliance with terms of its agreement since they went into effect on June 30, 2010. However, Dean's leverage as defined by its covenant has increased to 4.9x as of the quarter ended Sept. 30, 2010. Due to the step-down mentioned above, covenant risk has increased materially. Unless operating performance improves in the near term or covenant relief is obtained, Fitch believes Dean's financial flexibility could become impaired. Should Dean not have access to its revolver, proceeds from potential asset sales could be required to cover mandatory amortization payments since Fitch believes internally generated FCF will be substantially lower. As of Sept. 30, 2010, Fitch calculates that the company will have approximately $187 million and $315 million of mandatory repayments due in 2011 and 2012, respectively. Dean's ratings will be removed from Negative Watch if the company renegotiates terms of its credit facility, as Fitch believes will become necessary. Although interest cost could increase, stability in operating margins, maintaining adequate liquidity and reduced leverage levels remain the key drivers for Dean's ratings. Recovery Ratings: While an event of default is not anticipated, the 'RR2' rating on Dean's secured bank debt incorporates Fitch's view that recovery prospects for these obligations would be superior or range from 71%-90% in a distressed situation. The 'RR6' rating on the unsecured notes reflects the heavy mix of secured debt in the company's capital structure and the view that little value would be available for distribution to unsecured debtholders in a recovery event. Recovery for these bondholders would likely be poor at 0%-10%. While Dean's senior unsecured notes provide limited bondholder protection, the company's $500 million 7% guaranteed notes due June 1, 2016 contain a change of control put option of 101% of principal plus accrued and unpaid interest if the company was acquired. Liquidity: As previously mentioned, Fitch expects internally generated FCF to fall meaningfully below the company's historical average of about $300 million in 2011. At Sept. 30, 2010, Dean had $1.5 billion of liquidity which included $102.1 million of cash, $863.1 million of revolver availability and $481.3 million of borrowing capacity under its receivables-backed facility. Of the secured revolver, $225 million expires on April 2, 2012, while $1.3 billion is due April 2, 2014. The company's $600 million receivables-backed facility terminates on June 29, 2011. DITEQ CORPORATION: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Diteq Corporation 1250 NW Main Street Lees Summit, MO 64086 Bankruptcy Case No.: 10-46469 Chapter 11 Petition Date: December 3, 2010 Court: U.S. Bankruptcy Court Western District of Missouri (Kansas City) Judge: Jerry W. Venters Debtor's Counsel: Crystanna Cox, Esq. LATHROP & GAGE 2345 Grand Boulevard, Suite 2800 Kansas City, MO 64108-2612 Tel: (816) 460-5307 Fax: (816) 292-2001 E-mail: ccox@lathropgage.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/mowb10-46469.pdf The petition was signed by Young C. Park, chief executive officer. DRYSHIPS INC: Extends Waiver of Loan Covenants Until December 31 ---------------------------------------------------------------- DryShips Inc. entered on November 25, 2010, into a waiver letter for its $230.0 million credit facility dated September 10, 2007, as amended, extending the waiver of certain covenants through December 31, 2010. About DryShips Inc. Based in Greece, DryShips Inc. -- http://www.dryships.com/-- -- owns and operates drybulk carriers and offshore oil deep water drilling units that operate worldwide. As of September 10, 2010, DryShips owns a fleet of 40 drybulk carriers (including newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax, with a combined deadweight tonnage of over 3.6 million tons and 6 offshore oil deep water drilling units, comprising of 2 ultra deep water semisubmersible drilling rigs and 4 ultra deep water newbuilding drillships. DryShips's common stock is listed on the NASDAQ Global Select Market where it trades under the symbol "DRYS". The Company's balance sheet at Sept. 30, 2010, showed $5.80 million in total assets, $1.90 million in total current liabilities, $1.10 million in total non current liabilities, and stockholders' equity of $2.80 million. On November 25, 2010, DryShips Inc. entered into a waiver letter for its $230.0 million credit facility dated September 10, 2007, as amended, extending the waiver of certain covenants through December 31, 2010. As reported in the Troubled Company Reporter on Sept. 29, 2010, the Company said it is currently in negotiations with its lenders to obtain waivers, waiver extensions or to restructure its debt. As of June 30, 2010, the Company's theoretical exposure (current portion of long-term debt less cash and cash equivalents less restricted cash) amounted to $761.4 million. DUKE AND KING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Duke and King Acquisition Corp. dba Burger King 12281 Nicollet Avenue S Burnsville, MN 55337 Bankruptcy Case No.: 10-38652 Chapter 11 Petition Date: December 4, 2010 Court: U.S. Bankruptcy Court District of Minnesota (St Paul) Judge: Gregory F. Kishel Debtor's Counsel: Clinton E. Cutler, Esq. Douglas W. Kassebaum, Esq. FREDRIKSON & BYRON, P.A. 200 South Sixth Street, Suite 4000 Minneapolis, MN 55402 Tel: (612) 492-7070 Fax: (612) 347-7077 E-mail: ccutler@fredlaw.com dkassebaum@fredlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. Petition Date ------ -------- ------------- Duke and King Missouri Holdings, Inc. 10-38654 12/04/10 Duke and King Missouri, LLC 10-38653 12/04/10 Assets: $1,000,001 to $10,000,000 Debts: $10,000,001 to $50,000,000 Duke and King Real Estate, LLC 10-38655 12/04/10 DK Florida Holdings, Inc. 10-3856 12/04/10 The petitions were signed by Rodger Head, CFO, president, and director. Duke and King Acquisition Corp's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Kinderhook Unsecured Note $2,769,000 521 Fifth Avenue, 34th Floor New York, NY 10175 Burger King Corporation Executory Contract $2,021,369 P.O. Box 93290 Atlanta, GA 31193-2980 Swisshelm Executory Contract $625,000 3765 East Turtle Hatch Road Springfield, MO 65809 Reinhart Foodservice LLC Trade Debt $622,941 230 North Front Street La Crosse, WI 54601 MBM Corporation Trade Debt $127,733 Sicom Systems Inc. Professional Services $40,475 Gilbert Mechanical Cont. Inc. Trade Debt $30,475 OI Distribution Trade Debt $27,124 Pan-O-Gold Baking Co. Trade Debt $25,358 Legacy Enterprises Landlord $21,678 Sunflower Square Shopping Center Landlord $20,703 Moac Mall Holdings LLC Landlord $20,004 Enviromatic Corp of America Trade Debt $19,961 SS&G Financial Services Inc Professional Services $17,175 Oreel Family Ltd. Partnership Landlord $16,667 P&C Rentals LLP Landlord $14,543 The Lakes at Raintree Village Landlord $14,117 Tom Strong Landlord $14,078 Gabe and Karen Fazzini Landlord $14,076 AMB Property LP Landlord $13,120 A list of Duke and King Missouri LLC's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mnb10-38653.pdf E3 BIOFUELS: Spectrum Business Closes Purchase of Assets -------------------------------------------------------- Spectrum Business Ventures, Inc. and affiliates have closed the purchase of the assets in Chapter 11 bankruptcy of E3BioFuels - Mead, LLC. With closing, SBV properly collateralized all the necessary aspects of the patented, closed-loop ethanol production facility. As part of the purchase, SBV secured a super senior position in the facility, as well as, financially restructured the facility so it can operate profitably. Amit Raizada, CEO of SBV, commented, "This deal is unique in that we were able to secure a super senior investment and make the company healthy again. We solved an extremely complicated problem and still positioned our capital on top of the stack. Although these deals are difficult to accomplish, they are our trademark." "Without SBV's expertise in deal structuring and negotiations, this deal would not have gotten done. This is a win for the plant, a win for SBV and a win for the industry," stated Dennis Langley, former Chairman and CEO of E3 Mead. About The Facility The Mead plant is the first-ever closed-loop system for distilling commercial quantities of ethanol using methane gas recaptured from cow manure, instead of fossil fuels. This virtually eliminates the need for fossil fuels in the production of ethanol. The patented, closed-loop system combines a 25-million-gallon ethanol refinery, beef cattle feedlot, and anaerobic digesters to maximize energy efficiencies unavailable to each component on a stand-alone basis. This system eliminates the potential for manure to pollute watersheds, and it enables the wet distillers grain from ethanol production to be fed on-site to cattle without energy-intensive drying and transportation costs. AltEn is pursuing the necessary permits to begin ramping the facility up for production, which is anticipated in 2011. About Spectrum Business Spectrum Business Ventures is a private investment firm specializing in the execution of compelling and complex business opportunities. SBV's team has over 60 years of experience across private equity, operations, business law and real estate. nt. About E3 BioFuels Headquartered in Shawnee, Kansas E3 BioFuels LLC -- http://www.e3biofuels.com/-- produces ethanol and is a subsidiary of Earth, Energy & Environment LLC. It was founded by chief executive officer Dennis Langley. E3 BioFuels projects, including the Genesis plant in Mead, Nebraska, are owned exclusively by E3 BioFuels-Mead LLC, an affiliate. The Mead plant opened in June, and was hailed as a model for improving the environment and for fighting global warming. It is the first plant to have a "closed- loop" system, which uses manure from 28,000 head of cattle in a nearby feedlot to make methane that fueled the plant. Distillers grain, a byproduct of ethanol production, was then fed to the cattle. E3 BioFuels-Mead LLC and E3 Biofuels Mead Holding LLC filed for Chapter 11 protection on November 30, 2007 (Bankr. D. Kan. Case Nos. 07-22733 and 07-22734). Carl R. Clark, Esq., and Jeffrey A. Deines, Esq., at Lentz & Clark PA represent the Debtors in their restructuring efforts. When the Debtors filed for bankruptcy, they listed assets and debts between $1 million and $100 million. ENERJEX RESOURCES: Extends MVP Sale Deal Deadline Until Dec. 31 --------------------------------------------------------------- On October 30, 2010, EnerJex Resources Inc. entered into a binding letter of intent with J&J Operating, LLC; West Coast Opportunity Fund, LLC; Montecito Venture Partners, LLC, a controlled affiliate of WCOF; and Black Sable Energy, LLC, a controlled affiliate of MVP under which the parties were to negotiate formal definitive agreements for EnerJex to acquire certain assets of J&J, et al., on or prior to November 30, 2010. On November 30, 2010, the Company and the Acquisition Parties amended the LOI to extend the Termination Date for entering into the Definitive Agreements to December 31, 2010. EnerJex notes that there are numerous conditions that need to be satisfied in order for the contemplated transactions to proceed, including but not limited to agreements with third parties over which the Company and the other parties to such transactions have no control. It is unclear whether those conditions will be satisfied, and consequently it is unclear if those contemplated transactions will ever close, according to EnerJex. A full-text copy of the Binding Letter of Intent is available for free at http://ResearchArchives.com/t/s?707c About EnerJex Resources Overland Park, Kansas-based EnerJex Resources, Inc., formerly known as Millennium Plastics Corporation, is an oil and natural gas acquisition, exploration and development company. The Company's oil and natural gas acquisition and development activities are currently focused in Eastern Kansas. The Company's balance sheet at September 30, 2010, showed $6.41 million in total assets, $14.05 million in total liabilities, and a stockholders' deficit of $7.63 million. As reported in the Troubled Company Reporter on July 21, 2010, Weaver & Martin, LLC, in Kansas City, Missouri, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for the year ended March 31, 2010. The independent auditors noted that the Company suffered recurring losses and had negative cash flows. EVELYN LIVING: Sales on Project Suspended as Receivership Looms --------------------------------------------------------------- Sales on the troubled Evelyn Living project in West Vancouver have been suspended after financial backers filed to push the developers into receivership, North Shore News reports. "For the time being, sales are suspended," the report quoted Lesli Boldt, a spokeswoman representing Rennie Marketing, the company that has been conducting pre-sales for the luxury development project, as saying. According to the report, Ms. Boldt said that Rennie has obtained bids from 31 parties who have put down deposits and informed them about the court action. The deposits have been kept in a trust account and "are safe," she added. North Shore News reports that financial backers of the project including Peoples Trust Company, bcIMC Construction Fund Corporation and bcIMC Specialty Fund Corporation, filed petitions in B.C. Supreme Court seeking a declaration the developers have defaulted on their $75-million mortgage. In the lawsuit, the report relates, the backers ask the court to appoint a receiver and grant an order giving the backers control over the property to recoup their loans. Tsur Sommerville, director of the Centre for Urban Economics and Real Estate at U.B.C.'s Sauder School of Business, said it's not clear yet what the receivership petition means to the future of the development, but "it's clearly a project that's in trouble," the report adds. FGIC CORP: Plan Up in the Air Over Insurance Unit's Troubles ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported early this month that the fate of FGIC Corp. and its reorganization plan are up in the air as a consequence of the failure of an exchange offer by the subsidiary Financial Guaranty Insurance Co., a bond insurer. According to Mr. Rochelle, FGIC said in a bankruptcy court filing that the subsidiary may be taken over by New York insurance regulators. The previously negotiated plan may not work as a result. FGIC's assets consist of $11.3 million cash and the ability of the reorganized company to utilize a $4 billion net operating loss carryforward. The contemplated plan called for splitting up the cash and stock among lenders on the $46 million revolving credit and the $345 million unsecured notes. The holders of 90% of the common stock had agreed to go along with the plan and waive their $7.2 million unsecured claim. Mr. Rochelle notes that in view of the uncertainty regarding a plan, the Nov. 23 hearing that had been set to approve a disclosure statement was pushed back to Dec. 14. FGIC also obtained an extension until Feb. 1 of the exclusive right to propose a Chapter 11 plan. About FGIC Corp. New York-based FGIC Corporation is a privately held insurance holding company. FGIC Corp's main business interest lies in the holdings of the bond insurer Financial Guaranty Insurance Company -- http://www.fgic.com/-- and it depends on dividend payments by FGIC for sustaining its operations. FGIC had stopped paying dividends to parent FGIC Corp. since January 2008. FGIC Corp. filed for Chapter 11 bankruptcy protection on August 3, 2010 (Bankr. S.D.N.Y. Case No. 10-14215). The bond insurer subsidiary did not file for bankruptcy. Paul M. Basta, Esq., Brian S. Lennon, Esq., and Patrick J. Nash, Jr., Esq., at Kirkland & Ellis LLP, serve as counsel to the Debtor. Garden City Group, Inc., is the Debtor's claims and notice agent. The Company disclosed $11,539,834 in assets and $391,555,568 in liabilities as of the petition Date. As reported by the Troubled Company Reporter on August 16, 2010, FGIC filed a plan of reorganization and disclosure statement. The Plan negotiated between FGIC Corp. and its key creditors and shareholders will allow the FGIC Corp. to cancel debt obligations in the aggregate amount of $391.5 million. The Plan provides that holders of general unsecured claims against FGIC Corp. -- which include holders of outstanding debt under FGIC Corp.'s prepetition revolving credit facility and holders of FGIC Corp.'s 6% Senior Notes due 2034 -- will receive substantially all of its $11.5 million in cash and the common stock in Reorganized FGIC Corp. The three largest common shareholders of FGIC Corp., representing over 90% of its common stock, have agreed to the cancellation of their equity interests pursuant to the Plan and have agreed to waive general unsecured claims against the estate in the aggregate amount of $7.2 million. As agreed upon with FGIC Corp.'s major creditors, Reorganized FGIC Corp. will be capitalized with no more than $400,000 to fund its business needs and will continue to operate as an insurance holding company after the Effective Date of the Plan. FORD MOTOR: Reduced Automotive Debt by $12.8-Bil. This Year ----------------------------------------------------------- On October 26, 2010, Ford Motor Company launched offers to pay a premium in cash to induce holders of any and all of its 4.25% Senior Convertible Notes due December 15, 2036 and any and all of its 4.25% Senior Convertible Notes due November 15, 2016 to convert their Convertible Notes into shares of Ford Common Stock, par value $0.01 per share. The Conversion Offers expired at midnight on November 23, 2010, Ford announced the results of the Conversion Offers on November 24, 2010 and the Conversion Offers were settled on November 30, 2010. Pursuant to the terms of the Conversion Offers, each $1,000 principal amount of the 2036 Convertible Notes validly tendered and not withdrawn was exchanged for 108.6957 shares of Common Stock and $190 in cash, plus accrued and unpaid interest on such 2036 Convertible Notes, and each $1,000 principal amount of the 2016 Convertible Notes validly tendered and not withdrawn was exchanged for 107.5269 shares of Common Stock and $215 in cash, plus accrued and unpaid interest on such 2016 Convertible Notes. In response to the Conversion Offers, $553,513,000 aggregate principal amount of the 2036 Convertible Notes and $1,992,257,000 aggregate principal amount of the 2016 Convertible Notes were validly tendered, not withdrawn and accepted for purchase upon the terms and subject to the conditions set forth in the offering circular dated October 26, 2010 and the related letter of transmittal. As a result, Ford issued an aggregate 274,385,596 shares of Common Stock and paid an aggregate $533,502,725 in cash premium payments, $14,309,927 in accrued and unpaid interest payments and $1,721 for cash in lieu of fractional shares for such tendered Convertible Notes on November 30, 2010. After settlement of the Conversion Offers, $24,996,000 aggregate principal amount of the 2036 Convertible Notes and $882,743,000 aggregate principal amount of the 2016 Convertible Notes remain outstanding. Ford did not receive any cash proceeds as a result of the exchange of Common Stock for the Convertible Notes, which Convertible Notes have been retired and cancelled. Debt Reduced by $12.8 Billion Ford Motor on November 24 announced the results of conversion offers that will reduce the company's Automotive debt by more than $1.9 billion, further strengthening its balance sheet and lowering annualized interest costs by about $180 million. Including the conversion offers, the recent $3.6 billion prepayment on VEBA Note B and net debt reductions over the first nine months of 2010, Ford has reduced its Automotive debt by $12.8 billion this year, lowering its annualized interest costs by nearly $1 billion. "These successful conversion offers represent another significant step toward our goal of reducing our Automotive debt and improving our balance sheet," said Lewis Booth, Ford executive vice president and chief financial officer. "We had previously said that even without the conversion offers, we expected our Automotive cash to be about equal to Automotive debt by the end of this year, well ahead of our earlier expectations. With the conversion offers, we will be clearly net cash positive by year- end 2010." Ford launched the conversion offers Oct. 26, 2010, offering to pay a premium in cash to induce the holders of any and all of its outstanding 4.25% Senior Convertible Notes due December 15, 2036 and 4.25% Senior Convertible Notes due November 15, 2016 to convert their Convertible Notes into shares of Ford's common stock. The conversion offers each expired at midnight, New York City time, Nov. 23, 2010. As of the Expiration Date, $554 million principal amount of the 2036 Convertible Notes and $1.992 billion principal amount of the 2016 Convertible Notes were validly tendered and accepted for purchase, according to information provided by Computershare, Inc., the Exchange Agent with respect to the conversion offers. The carrying values of the tendered notes on Sept. 30, 2010 were $399 million and $1.544 billion for the 2036 and 2016 Convertible Notes, respectively. This will result in the issuance of an aggregate of 274 million shares of Ford's common stock and the payment of an aggregate of $534 million in cash premiums on the expected settlement date of Nov. 30, 2010. The cash premiums reflect in large part the present value of the interest payments that would have been made on the tendered 2036 and 2016 Convertible Notes to the first date on which Ford could have terminated holders' conversion rights under the Convertible Notes. The shares of Ford common stock to be issued on the settlement date with respect to the conversion offers have been included in Ford's calculation of diluted earnings per share since the beginning of the year. In addition to the shares of Ford common stock and cash premiums, Ford will pay accrued and unpaid interest on tendered Convertible Notes for the period from the last interest payment date to the settlement date, which will total $14 million. Upon settlement of the conversion offers, $25 million principal amount and $883 million principal amount of the 2036 and 2016 Convertible Notes, respectively, will remain outstanding. After settlement, the carrying values of the remaining notes outstanding will be $18 million and $688 million for the 2036 and 2016 Convertible Notes, respectively. Holders of the 2036 Convertible Notes who validly tendered and did not withdraw their Convertible Notes by midnight, New York City time, on the Expiration Date and whose Convertible Notes were accepted for purchase will receive, for each $1,000 principal amount of the 2036 Convertible Notes converted, 108.6957 shares of Ford's common stock, plus $190 in cash, plus the applicable accrued and unpaid interest. Holders of the 2016 Convertible Notes who validly tendered and did not withdraw their Convertible Notes by midnight, New York City time, on the Expiration Date and whose Convertible Notes were accepted for purchase will receive, for each $1,000 principal amount of the 2016 Convertible Notes converted, 107.5269 shares of Ford's common stock, plus $215 in cash, plus the applicable accrued and unpaid interest. The conversion offers will result in a fourth quarter 2010 special item charge of approximately $960 million reflecting the cash premiums and non-cash losses for the tendered 2036 and 2016 Convertible Notes. About Ford Motor Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles across six continents. With about 200,000 employees and about 90 plants worldwide, the company's automotive brands include Ford, Lincoln, Mercury and Volvo. The Company provides financial services through Ford Motor Credit Company. Ford's balance sheet at Sept. 30, 2010, showed $177.07 billion in total assets, $178.81 billion in total liabilities, and a stockholders' deficit of $1.77 billion. * * * As reported by the Troubled Company Reporter on October 12, 2010, Moody's Investors Service raised the Corporate Family Rating of Ford Motor to Ba2 from B1. Other ratings that were raised include Probability of Default to Ba2 from B1; senior secured credit facility to Baa3 from Ba1; senior unsecured to Ba3 from B2; and, preferred stock to B1 from B3. Moody's also raised the CFR and senior unsecured ratings of Ford Motor Credit Company LLC, FCE Bank Plc, and Ford Credit Canada Limited to Ba2 from Ba3. The rating outlook for Ford and Ford Credit is stable. Moody's said Ford's operating performance exceeded expectations during the first half of 2010. Moody's believe that Ford is well positioned to continue generating strong earnings and cash flow through 2011, and to further strengthen its balance sheet. Ford's ability to achieve this progress will be supported by the much healthier industry fundamentals that have resulted from the extensive restructuring of the US automotive sector during the past two years, and by Ford's highly competitive product portfolio. As reported by the TCR in August 2010, Dominion Bond Rating Service upgraded the Issuer Rating of Ford Motor to BB (low) from B; Fitch Ratings upgraded Ford's and Ford Motor Credit's Issuer Default Ratings to 'BB-' from 'B'; and Standard & Poor's Ratings Services raised its corporate credit rating on Ford Motor and Ford Motor Credit LLC to 'B+' from 'B-'. The rating agencies cited Ford's strong financial performance and substantial debt reduction accomplished in the second quarter of 2010. FORD MOTOR: November Sales Up 24% from Last Year's -------------------------------------------------- Ford Motor Company said consumer demand for its fresh lineup of high-quality, fuel-efficient vehicles boosted November sales 24 percent versus a year ago, with 147,338 units sold. Year-to-date, Ford, Lincoln and Mercury sales totaled 1.74 million, up 21% -- growing at double the overall industry rate. Ford remains on track to gain market share for the second year in a row -- a result not achieved since 1993. "With our strongest-ever line of products, we're pleased to see more signs the economy is growing and the demand for new vehicles is increasing," said Ken Czubay, Ford vice president, U.S. Marketing, Sales and Service. "Ford's broad range of high- quality, fuel-efficient vehicles is driving one of our best years ever and positioning Ford to deliver improved results in the future." About Ford Motor Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles across six continents. With about 200,000 employees and about 90 plants worldwide, the company's automotive brands include Ford, Lincoln, Mercury and Volvo. The Company provides financial services through Ford Motor Credit Company. Ford's balance sheet at Sept. 30, 2010, showed $177.07 billion in total assets, $178.81 billion in total liabilities, and a stockholders' deficit of $1.77 billion. * * * As reported by the Troubled Company Reporter on October 12, 2010, Moody's Investors Service raised the Corporate Family Rating of Ford Motor to Ba2 from B1. Other ratings that were raised include Probability of Default to Ba2 from B1; senior secured credit facility to Baa3 from Ba1; senior unsecured to Ba3 from B2; and, preferred stock to B1 from B3. Moody's also raised the CFR and senior unsecured ratings of Ford Motor Credit Company LLC, FCE Bank Plc, and Ford Credit Canada Limited to Ba2 from Ba3. The rating outlook for Ford and Ford Credit is stable. Moody's said Ford's operating performance exceeded expectations during the first half of 2010. Moody's believe that Ford is well positioned to continue generating strong earnings and cash flow through 2011, and to further strengthen its balance sheet. Ford's ability to achieve this progress will be supported by the much healthier industry fundamentals that have resulted from the extensive restructuring of the US automotive sector during the past two years, and by Ford's highly competitive product portfolio. As reported by the TCR in August 2010, Dominion Bond Rating Service upgraded the Issuer Rating of Ford Motor to BB (low) from B; Fitch Ratings upgraded Ford's and Ford Motor Credit's Issuer Default Ratings to 'BB-' from 'B'; and Standard & Poor's Ratings Services raised its corporate credit rating on Ford Motor and Ford Motor Credit LLC to 'B+' from 'B-'. The rating agencies cited Ford's strong financial performance and substantial debt reduction accomplished in the second quarter of 2010. FREDDIE MAC: Says Mortgage Servicers Triggered Foreclosure Crisis ----------------------------------------------------------------- American Bankruptcy Institute reports that Fannie Mae and Freddie Mac defended their role in the foreclosure crisis in prepared testimony to Congress, while at least one federal regulator said that the mortgage giants had contributed to the problem. About Freddie Mac Based in McLean, Virginia, the Federal Home Loan Mortgage Corporation, known as Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. Over the years, Freddie Mac has made home possible for one in six homebuyers and more than five million renters. Freddie Mac is under conservatorship and is dependent upon the continued support of Treasury and FHFA to continue operating its business. The Company received $6.1 billion and $30.8 billion in June 2009 and March 2009, respectively, pursuant to draw requests that FHFA submitted to Treasury on the Company's behalf to address the deficits in the Company's net worth as of March 31, 2009, and December 31, 2008, respectively. As a result of funding of the draw requests, the aggregate liquidation preference on the senior preferred stock owned by Treasury increased from $14.8 billion as of December 31, 2008, to $51.7 billion on December 31, 2009. FREDERICK BERG: Sale of MTR Expected to Net $4.3 Million -------------------------------------------------------- The Seattle Times, citing papers filed with the court, reports that the trustee Diana Carey in Frederick Darren Berg's chapter 11 case said the proposed sale of MTR Western, a luxury bus company founded by Mr. Berg, would net about $4.3 million for creditors. According to the trustee, the proposed purchase by GTO LLC calls for a cash price of $4.25 million plus a one-year earn-out payment of up to $1 million, offset by $500,000 in payments to certain vendors. GTO would also assume debts of $10.7 million secured by the company's vehicles. A person with knowledge of the sale said liquidating MTR Western would be better deal for creditors, but the a bankruptcy judge agreed to an expedited auction process, says the Times. The judge authorized MTR Western to borrow $650,000 from GTO to make payroll and lease payments, on top of $275,000 already advanced by the proposed buyer. About Frederick Berg Frederick Darren Berg filed for Chapter 11 protection on July 27, 2010 (Bankr. W.D. Wash. Case No. 10-18668), estimating assets of more than $10 million and liabilities between $1 million and $10 million. The filing came after lawyers for one group of investors, armed with a court order and accompanied by sheriff's deputies, began seizing personal possessions at Mr. Berg's Mercer Island home and downtown Seattle condo. Mr. Berg was facing a suit for alleged failure to pay interest payments to Meridian Group fund investors from whom Mr. Berg raised at least $145 million. Investors made an involuntary Chapter 11 filing against four of the funds on July 8, 2010. GAMETECH INT'L: Lenders Extend Forbearance Until January 31 ----------------------------------------------------------- GameTech International, Inc. and Bank of the West and U.S. Bank National Association entered into a Second Amendment to Forbearance Agreement and Fifth Modification to Loan Agreement on September 15, 2010 pursuant to which the Lenders agreed to forbear from exercising certain rights and remedies under the Company's senior secured credit facility as a result of certain defaults existing as of June 21, 2010. On November 23, 2010, the Company entered into a Third Amendment to Forbearance Agreement and Sixth 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 as a result of the Company's existing defaults until January 31, 2011 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 Sixth Amendment. The Sixth Amendment was entered into following the Company's failure to make these required payments of principal and interest under the Fifth Amendment on October 31, 2010: (i) two quarterly installments of principal under the term loan each in the amount of $1,087,647; (ii) a deferred monthly installment of interest on the unpaid balance of the term loan in the amount of $366,512; and (iii) a deferred payment of the unpaid principal balance of the revolver in the amount of $750,000. The Sixth Amendment extends the due date on these payments from October 31, 2010 to January 31, 2011. The Sixth Amendment also contemplates that the cash balance of $2,352,000 held in the Company's control account will be applied: (i) to pay off the entire outstanding balance on the Company's Line of Credit with Bank of the West, (ii) to pay deferred interest accruing on the term note from June 15, 2010 until October 31, 2010, and (iii) with the remainder used to pay down the outstanding principal balance of the term loan. The Sixth Amendment contains additional covenants that, among other things: (i) permit the Company to retain twenty percent of the net cash proceeds resulting from any sale or other disposition of the Company's property outside the ordinary course of business; and (ii) require the Company to continue to retain a consultant that is acceptable to the Company and the Lenders. In consideration for the Company's Lenders entering into the Sixth Amendment, the Company will pay U.S. Bank, as agent for the Lenders, a forbearance fee in an aggregate amount of $129,632. As November 24, 2010, the outstanding balance under the term loan is $25,176,470 and the outstanding balance under the revolver is $750,000. The outstanding balance under the Company's term loan continues to be subject to the Default Rate of 9.79%, and the outstanding balance under the Company's revolver continues to be subject to a Default Rate of 5.82%. As of November 24, 2010, all of the defaults continue to remain uncured. While the Company does not expect to have adequate cash to make the requisite payments on January 31, 2011 in accordance with the Sixth Amendment, the Company is involved in ongoing negotiations with its Lenders to further extend the Forbearance Period, obtain waivers, or otherwise reach a satisfactory agreement. Although the Company remains optimistic that a resolution can be reached with its Lenders, a failure to extend the Forbearance Agreement, obtain waivers or reach a satisfactory agreement in a timely manner will likely result in all amounts outstanding under the current credit facility becoming immediately due and payable, which could lead to the financial and operational failure of the Company. 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. According to the Troubled Company Report on November 4, 2010, the Company received a letter from the Lender stating that the forbearance period under the Company's line of credit expired on October 31, 2010. The letter further states that the Lender has the immediate right to commence action against the Company, enforce the payment of the note under the line of credit, commence foreclosure proceedings under certain loan documents, and otherwise enforce its rights and remedies against the Company. While the Company continues to actively engage in discussions with the Lender and is optimistic a resolution can be reached, there can be no assurance that the Company will be able to further extend the forbearance period, obtain waivers or reach a satisfactory agreement with the Lender in a timely manner. As of November 9, the Company has approximately $1.3 million outstanding under the Line of Credit. The outstanding balance under the Company's Line of Credit is subject to the non-default rate of 4.25%. GAMETECH INT'L: R. Fedor Retires as Executive Chairman ------------------------------------------------------ GameTech International, Inc. founder Richard T. Fedor will retire as Executive Chairman of the Board of Directors and as a member of the GameTech International Board of Directors, effective as of December 1, 2010. "On behalf of the board of directors, our management team, employees, and the company's shareholders, I want to thank Rich for the fifteen plus years he has devoted to GameTech, and to developing and promoting the interests and advancement of the electronic bingo industry," said Bill Fasig, the company's President and Chief Executive Officer. I look forward to continuing to work with Rich as a strategic consultant to the company and to me." While Mr. Fedor has resigned from the GameTech Board of Directors, he will continue to be available to the company through a transition period as a consultant and special advisor to the Chief Executive Officer. On November 18, 2010, GameTech International entered into a Consulting, Separation, and Non-compete Agreement with Mr. Fedor in connection with his resignation as Executive Chairman of the Company and as a member of the Board of Directors. The Company said that Mr. Fedor's resignation is not as a result of any disagreement with the Company regarding the Company's operations, policies or practices. Pursuant to the Agreement, Mr. Fedor will provide consulting services to the Company for a period of three years. During the Consulting Period, Mr. Fedor will be compensated at the rate of $120,000 per year and will be provided with medical insurance benefits. The Agreement includes a general release by Mr. Fedor of all claims he may have against the Company, as well as non- competition and non-solicitation provisions prohibiting Mr. Fedor from competing with the Company or otherwise interfering with the Company's business relationships for the duration of the Consulting Period. Following the Consulting Period, the Company shall pay Mr. Fedor $60,000 annually and cover certain health insurance premiums for the remainder of his life provided he continues to comply with the non-compete and non-solicitation provisions of the Agreement. Commenting upon his retirement from the GameTech Board, Mr. Fedor stated, "It has been an honor and a privilege to serve and help lead this company over the past 15 years. This is an outstanding organization with tremendous opportunity down the road. Even though I will retire from the Board, I look forward to contributing to GameTech in other positive ways. I wish Bill, the Board and all the employees of GameTech the best of success." GameTech's Board of Directors has not yet appointed a succeeding Chairman, which it plans to do in the near future. As a result of Mr. Fedor's resignation, the size of GameTech's Board of Directors has been reduced to three directors, all of whom are considered "independent" pursuant to the corporate governance rules of the Nasdaq Global Market. 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. According to the Troubled Company Report on November 4, 2010, the Company received a letter from the Lender stating that the forbearance period under the Company's line of credit expired on October 31, 2010. The letter further states that the Lender has the immediate right to commence action against the Company, enforce the payment of the note under the line of credit, commence foreclosure proceedings under certain loan documents, and otherwise enforce its rights and remedies against the Company. While the Company continues to actively engage in discussions with the Lender and is optimistic a resolution can be reached, there can be no assurance that the Company will be able to further extend the forbearance period, obtain waivers or reach a satisfactory agreement with the Lender in a timely manner. As of November 9, the Company has approximately $1.3 million outstanding under the Line of Credit. The outstanding balance under the Company's Line of Credit is subject to the non-default rate of 4.25%. GARY BURIVAL: Pritchett Administrative Expense Claims Denied ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Nebraska denied two applications for allowance of compensation and reimbursement as an administrative expense priority claim filed by the estate of Rosie Pritchett against the bankruptcy estates of the Burivals. The Debtors signed a three-year lease with Rosie Pritchett on March 23, 2007, for crop land, which lease required two payments, $75,329 on April 1 and $90,799 on December 1. Two days before the second installment of the rent payment was due, the Debtors filed for Chapter 11 bankruptcy protection. The Debtors rejected the lease on March 19, 2008. Ms. Pritchett then filed a $90,799 administrative expense claim for the December payment, under Section 365(d)(3) of the Bankruptcy Code, plus attorney fees and costs. On appeal, the Eighth Circuit Court of Appeals ruled that the full amount of the postpetition, pre-rejection rent obligation of $90,799 was an administrative expense claim owed to Ms. Pritchett, along with interest and pre-rejection attorneys' fees. Ms. Pritchett's estate representative moved for allowance of an administrative expense claim for reimbursement of $24,681 for attorney fees and costs incurred between July 21, 2008, and March 10, 2010, in connection with the appeals to the Bankruptcy Appellate Panel and the Eighth Circuit Court of Appeals. According to Chief Bankruptcy Judge Thomas L. Saladino, Ms. Pritchett's efforts on appeal to collect the rent due were incurred after the Debtors rejected the lease. He ruled that while the fees and costs of those collection efforts flow from the Debtors' failure to timely fulfill the lease obligations, they do not come within the bounds of Section 365(d)(3). A copy of the Bankruptcy Court's Order, dated November 24, 2010, is available at http://is.gd/i5FhRfrom Leagle.com. Gary M. Burival and Joyce Burival aka B&B Farms or Burival Farms and its affiliate Richard Burival & Phillip Burival filed for chapter 11 bankruptcy on Nov. 29, 2007 (Bankr. D. Neb. Case No. 07-42271 and 07-42273). William L. Needler, Esq., at William L. Needler and Associates Ltd. represented the Debtors in their restructuring effort. The Debtors' schedules showed total assets of $13,411,186 and total liabilities of $12,570,797. Rick D. Lange was appointed Chapter 11 bankruptcy trustee for the Debtors' estates, effective March 2, 2009, pursuant to an application filed by the United States Trustee. GARY PHILLIPS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Gary Phillips Construction, LLC 235 Allison Cove Trail Piney Flats, TN 37686 Bankruptcy Case No.: 10-53097 Chapter 11 Petition Date: December 3, 2010 Court: United States Bankruptcy Court Eastern District of Tennessee (Greeneville) Judge: Marcia Phillips Parsons Debtor's Counsel: Fred M. Leonard, Esq. 27 Sixth Street Bristol, TN 37620 Tel: (423) 968-3151 E-mail: fredmleonard@earthlink.net Scheduled Assets: $13,255,698 Scheduled Debts: $7,614,399 The petition was signed by Gary Phillips, sole member. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Transit Mix Concrete Co., Inc. -- $120,274 P.O. Box 1275 Johnson City, TN 37605-1275 General Shale -- $47,695 P.O. Box 71917 Chicago, IL 60694-1917 Braken Paving -- $45,311 P.O. Box 926 Blountville, TN 37617 Sun Windows -- $41,224 Lowes -- $37,414 Bill and Angie Brown -- $20,000 Ferguson Enterprises, Inc. -- $18,000 Tim Phillips -- $17,000 CES Electrical Supply -- $15,088 Summers Taylor -- $14,224 Sherwin Williams -- $10,775 31 W Insulation -- $9,737 Preston McNees -- $9,623 Public Drainage Supply -- $7,402 The Sign Factory -- $7,345 A Grant Dunn -- $6,500 Builders First Source -- $5,893 Volunteer Oil -- $5,600 All Seasons Insulation -- $5,254 Norandex -- $5,080 GEORGIA GULF: S&P Gives Positive Outlook; Affirms 'B' Rating ------------------------------------------------------------ Standard & Poor's Ratings Services said that it revised its outlook on Georgia Gulf Corp. to positive from stable. At the same time, S&P affirmed its ratings, including its 'B' corporate credit rating, on the company. "The outlook revision reflects some improvement in the company's operating performance and leverage-related credit metrics, and S&P's expectation that Georgia Gulf will be able to at least maintain its improved financial profile," said Standard & Poor's credit analyst Paul Kurias. The key ratio of funds from operations to total adjusted debt is now healthier at 18% as of Sept. 30, 2010, from about 9% for the corresponding period of the previous year. Better operating conditions and lower interest costs led to the improvement in credit metrics. Georgia Gulf also benefitted from lower debt levels in 2010 following a restructuring of the company's debt in 2009 that included a debt for equity exchange. Gradually strengthening operating conditions have enabled the company to maintain the improved results, including EBITDA of about $190 million for the 12 months ended Sept. 30, 2010, from recent trough levels of $158 million for the 12 months ended June 30, 2009. S&P expects operating performance to continue to improve gradually, especially given the outlook for a gradual recovery in the housing market, a key source of demand for the company. Still, S&P notes that demand for the company's products remains susceptible to large supply additions by competitors, and that a recent increase in PVC exports, which has offset weakness in domestic demand, is dependent at least partly on continued access to favorably priced purchased ethylene. The ratings reflect Georgia Gulf's aggressive financial profile and a weak business profile as an integrated player in a primarily commodity business with some volatility in earnings and cash flow. GEORGE VAN WAGNER: Ch. 7 Trustee Did Not Abandon Causes of Action ----------------------------------------------------------------- The Hon. Patrick M. Flatley ruled that the trustee overseeing the Chapter 7 case of George Van Wagner did not abandon potential causes of action that could be asserted by the Debtor against any party other than Paul Van Wagner, PVW Enterprises LLC, King Metro Rentals Inc. or Quail Farms LLC. The Debtor sought a declaration that his Chapter 7 Trustee abandoned certain property to him when the Trustee settled unrelated third-party litigation. Upon review, the U.S. Bankruptcy Court for the Northern District of West Virginia held that its order approving a settlement agreement executed by the Trustee did not act to abandon the property interests sought to be assumed by Mr. Van Wagner. The Court-approved Settlement Agreement embodies the Trustee's compromise of the Debtor's requests for relief in four pending adversary proceedings. Under the Agreement, the Trustee agreed to accept $18,750 from Paul Van Wagner and his related companies in relation to any claim asserted by the Debtor. In return, the Trustee agreed to abandon causes of action that could be asserted against Paul Van Wagner, PVW Enterprises, King Metro or Quail Farms. Judge Flatley held that nothing in the Trustee's Settlement Motion would alert a party that the Trustee was also seeking to abandon unrelated litigious rights belonging to the Debtor's estate. A copy of the Court's Memorandum Opinion, dated November 22, 2010, is available at http://is.gd/i57ggat Leagle.com. Mr. Van Wagner filed his individual Chapter 11 bankruptcy petition (Bankr. N.D. W.Va. Case No. 08-435) on March 28, 2008. The case was converted to one under Chapter 7 on July 1, 2009. Thomas H. Fluharty was appointed as Mr. Van Wagner's Chapter 7 Trustee. GLYNN PLACE Douglas Wilson Appointed as Receiver ------------------------------------------------ Douglas Wilson, owner of Douglas Wilson Companies, has been appointed receiver for Glynn Place, a 196,000-square-foot regional mall in Brunswick, Georgia. Merchants include a mix of national, regional and local retailers. Anchors Sears, JCPenney, Belk and Embassy Suites Hotel are not part of the receivership collateral. "Our first priority is to stabilize the asset and conduct due diligence to determine the best outcome for the mall," said Douglas Wilson, CEO of Douglas Wilson Companies. Wilson has been appointed to manage and operate the mall and has continued the engagement of Jones Lang LaSalle for management and leasing services. "Jones Lang LaSalle was chosen to lease and manage the property because of its outstanding reputation in managing retail assets and helping to increase net operating income," Wilson explained. "Glynn Place is open for business, as usual, and we do not expect any operational interruptions to the mall. Consumers should find their holiday shopping experience here as enjoyable as ever." Based in San Diego, Calif., Douglas Wilson Companies operates six offices around the United States, including Washington, D.C., Las Vegas, Miami, Orlando and San Francisco. To date, the company has provided problem resolution for more than 600 projects involving assets valued in excess of $12 billion. GOODWILL INDUSTRIES: Files for Chapter 11 in Milwaukee ------------------------------------------------------ Goodwill Industries of Northern Wisconsin & Upper Michigan Inc. filed for Chapter 11 protection on November 30, 2010 (Bankr. E.D. Wis. Case No. 10-38904). The Debtor estimated assets and debts of $1 million to $10 million in its Chapter 11 petition. The Debtor provides employment and training to people with "barriers to employment." It has three work centers, nine retail stores, and a warehouse in nine communities in Michigan and Wisconsin. GRANT FOREST: Court Denies U.S.'s Motion to Vacate Tax Order ------------------------------------------------------------ The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware rejected the United States' request for the bankruptcy court to reconsider and vacate an order dated May 11, 2010, entered in Grant Forest Products, Inc.'s Chapter 15 case. The May 11 order recognized and enforced a Canadian court order permitting Ernst & Young Inc. to file tax returns for two U.S. subsidiaries of the Debtor. The issues presented in the Motion to Reconsider are whether the order violated Section 7421(a) of the Anti-Injunction Act, and whether the order was appropriate under Section 101 of Chapter 15 of the Bankruptcy Code. Judge Walsh explained that the Anti-Injunction Act provides that "no suit for the purpose of restraining the assessment or collection of any tax shall be maintained in any court by any person, whether or not such person is the person against whom such tax was assessed." It is undisputed that the Monitor is currently not liable for the Subsidiaries' tax obligations, and it has no duty to sign and file the tax returns, Judge Walsh held. Judge Walsh further noted that Chapter 15 of the Bankruptcy Code is designed to promote cooperation between courts of the United States and courts in other countries involved in cross-border insolvency cases. Judge Walsh ruled that he needs not decide whether, under Chapter 15, tax policy is one of the "most fundamental policies of the United States" so as to trigger Section 1506's exception because the Order does not concern legally required taxes. The Internal Revenue Service can still collect the Subsidiaries' taxes, if any are due, but it cannot do so from a party that is not required to pay those taxes, Judge Walsh said. Thus, the Order does not implicate this public policy, Judge Walsh determined. A copy of the Bankruptcy Court's Opinion and Order, dated November 23, 2010, is available at http://is.gd/i50Erfrom Leagle.com. Grant Forest Products Inc. is a closely held Canadian maker of oriented strand board used in residential construction. Alexander Morrison, Ernst & Young Inc., filed a Chapter 15 petition for Grant Forest (Bankr. D. Del. Case No. 10-11132) on March 31, 2010. Rafael Xavier Zahralddin-Aravena, Esq., at Elliott Greenleaf, serves as counsel. The petition estimated assets at $500 million to $1 billion and debts at $100 million to $500 million. GREAT ATLANTIC: Bobbi Gaunt Resigns from Board of Directors ----------------------------------------------------------- Bobbie Gaunt resigned from the Board of Directors of The Great Atlantic & Pacific Tea Company, Inc., on November 28, 2010. About The Great Atlantic & Pacific Tea Montvale, N.J.-based The Great Atlantic & Pacific Tea Company (NYSE Symbol: GAP) -- http://www.aptea.com/-- is a supermarket chain. The Company operates 428 stores in eight states and the District of Columbia under the following trade names: A&P, Waldbaum's, Pathmark, Pathmark Sav-a-Center, Best Cellars, The Food Emporium, Super Foodmart, Super Fresh and Food Basics. The Wall Street Journal reported mid-October 2010 that A&P is talking to financial advisors, including Lazard Ltd., Rothschild Inc. and Moelis & Co., about reworking its debt-heavy balance sheet. The Company's balance sheet at September 11, 2010, showed $2.531 billion in total assets, $3.211 billion in total liabilities, $136.3 million in Series A redeemable preferred stock, and a stockholders' deficit of $816.2 million. To improve its performance and meet liquidity needs over the next 12 months, including the debt maturity of $165.0 million on June 15, 2011, the Company has completed the initial steps of a comprehensive turnaround plan designed to strengthen liquidity and improve operations. As part of the liquidity initiatives, the Company signed an agreement on September 3, 2010, for the sale of seven non-core stores in Connecticut for $22.8 million expected to close in early November. The Company is also pursuing additional financing through a new term loan, sale-leaseback transactions and sales of additional non-core assets, as well as reviewing store portfolio for additional opportunities. The Company, however, acknowledged in its quarterly report on Form 10-Q for the 12 weeks ended September 11, 2010, that there is uncertainty regarding whether it can complete all or a portion of these efforts and, if these do not occur, there is substantial doubt about its ability to continue as a going concern. H2O DEVELOPMENT: Iwaszczenko's 2nd Suit v. Neales Dismissed ----------------------------------------------------------- The Hon. Thomas S. Utschig dismissed a second adversary complaint commenced by John Iwaszczenko, Jr., against Scott and Holly Neale, contesting the dischargeability of his claim against the Neales. The prior adversary proceeding was dismissed for failure to state a cause of action. The Neales moved to dismiss the second case for similar reasons: namely, that the facts alleged in the complaint do not support a cause of action under 11 U.S.C. Sections 523(a)(2), 523(a)(6), or 727(a). Mr. Neale was involved in the real estate business of H2O Development Co. of Plover LLC, where Mr. Iwaszczenko invested a large amount in 2005. The Company filed for bankruptcy in 2008, and Mr. Iwaszczenko filed a $865,473 claim in that case. The Neales subsequently filed their own bankruptcy case. Mr. Iwaszczenko alleged that the Neales have defrauded him. Mr. Neales asserted that he didn't guarantee the Company's obligations and that he and Mr. Iwaszczenko were both investors in the Company who both lost money when the project failed. A copy of the Court's Memorandum Decision, dated November 18, 2010, is available at http://is.gd/i5q7Gat Leagle.com. Based in Plover, Wisconsin, H2O Development Co. of Plover, LLC, filed for Chapter 11 bankruptcy (Bankr. W.D. Wis. Case No. 08-15829) on November 4, 2008. The Debtor operates a sport facility. Claire Ann Resop, Esq. -- cresop@vonbriesen.com - at von Briesen & Roper, s.c., in Madison, Wisconsin, served as H2O's bankruptcy counsel. The Debtor estimated $10 million to $50 million in both assets and debts in its petition. HAMTRAMCK, MI: State Won't Allow Chapter 9 Bankruptcy ----------------------------------------------------- Melanie D. Scott, writing for the Detroit Free Press, reports that Hamtramck City Manager Bill Cooper said the current administration "made it clear that they won't allow us to declare bankruptcy." According to the Free Press, Hamtramck officials are still considering four loan options after meeting with current state Treasury officials Monday, as well as future state Treasurer Andy Dillon. "On the one hand, the meeting was productive because there was a lot of listening on both sides and clarifying positions, but the end result is the current administration made it clear that they won't allow us to declare bankruptcy," Mr. Cooper said, according to the Free Press. The Free Press relates the meeting came days after the legal counsel to Gov. Jennifer Granholm informed city officials that she has no power under Michigan law to issue an executive order granting the city permission to file for bankruptcy. According to the Free Press, in a letter dated Nov. 22, Steven Liedel, legal counsel to the governor, issued a response to Hamtramck City Attorney James Allen, stating, "There is absolutely no precedent for an order of that nature under the state's current constitutional framework." As reported the Troubled Company Reporter on November 19, 2010, Mike Wilkinson and Paul Egan, writing for The Detroit News, said that the city of Hamtramck asked the state of Michigan for permission to file for Chapter 9 bankruptcy protection. "I'm going to run out of money Jan. 31," said Hamtramck City Manager Bill Cooper said Tuesday, according to Detroit News. Unable to reach agreements with its unions and waging a court battle with Detroit over millions in taxes from the General Motors' Poletown plant, the city is staring at a $3 million deficit it cannot solve, Detroit News said. HANA BIOSCIENCES: Rebrands to Talon Therapeutics ------------------------------------------------ Effective December 1, 2010, Hana Biosciences Inc. changed its name to Talon Therapeutics Inc. The name change was effected pursuant to Section 253 of the Delaware General Corporation Law by merging Talon Therapeutics, Inc., a wholly-owned subsidiary of the Company, with and into the Company, with the Company as the surviving corporation in the merger. The Company's new corporate Web site is http://www.talontx.com/ and, effective December 2, 2010, the trading symbol of the Company's common stock on the OTC Bulletin Board was changed from "HNAB.OB" to "TLON.OB." The Company's common stock will trade under a new CUSIP number (87484H 104). Each holder of the Company's common stock will be receiving a letter of transmittal from the Company's transfer agent, Corporate Stock Transfer, Inc., which will explain the process by which stock certificates may be exchanged for new certificates reflecting the Company's new name. Such exchange is not mandatory. About Hana Biosciences Hana Biosciences, Inc., is a South San Francisco, California-based biopharmaceutical company dedicated to developing and commercializing new, differentiated cancer therapies designed to improve and enable current standards of care. The Company currently has four product candidates in various stages of development. As reported in the Troubled Company Reporter on March 29, 2010, BDO Seidman, LLP, in San Francisco, expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company has suffered recurring losses from operations and has a net capital deficiency. The Company's balance sheet as of June 30, 2010, showed $39.3 million in total assets, $36.6 million in total liabilities, $29.9 million in redeemable convertible preferred stock, and a stockholders' deficit of $27.2 million. IKARIA INC: S&P Affirms 'B+' Corporate Credit Rating ---------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'B+' corporate credit rating on Clinton, N.J.-based Ikaria Inc. At the same time, S&P affirmed its 'BB' issue-level and '1' recovery rating on Ikaria Acquisition Inc.'s $290 million senior secured bank credit facility. S&P's rating outlook is revised to stable from positive. "The speculative grade ratings on Ikaria overwhelmingly reflect a weak business risk profile, exhibited by the company's heavy reliance on one product, INOmax (nitric oxide for inhalation) and its limited scale," said Standard and Poor's credit analyst Michael Berrian. Ikaria's aggressive financial risk profile further reflects high adjusted leverage and the potential for debt-financed acquisitions or dividends. Ikaria's weak business risk profile reflects its narrow business focus whereby all of the company's revenues and profitability come from its INOTherapy offering. This high concentration makes Ikaria susceptible to potential changes in the competitive landscape for INOmax and its uses, such as alternative drugs and treatments, patent expiration, or pricing pressures. S&P views unforeseen alternative therapies as the single largest threat to Ikaria. The market acceptance of INOmax would imply a superior position to alternative therapies; however, many of those drugs are used on an off-label basis, making it difficult to determine their market share. While Ikaria has an established position relative to the current alternatives, and S&P is not aware of the development of any superior technologies, the company's performance remains highly subject to INOmax competitive threats. There are few alternative therapies for neonate persistent pulmonary hypertension, which is a component of hypoxic respiratory failure, and the other treatments are either highly invasive or off-label. However, on-label revenue for HRF treatment is only 20% of total sales. Off-label use of INOmax provides some diversity and accounts for the remaining 80% of total sales; any near-term shift to a higher percentage of on- label revenue is unlikely, given that clinical trials for indications such as bronchopulmonary disease are not expected to be completed until 2013. Separately, Lucassin, a critical care product acquired by the company in 2008 for the treatment of kidney failure in patients with late-stage liver cirrhosis, is currently going through one additional phase III trial, not expected to be completed until 2012. IMAGEWARE SYSTEMS: Issues $2-Mil. in 2-Year Unsec. Conv. Notes -------------------------------------------------------------- On November 24, 2010, Imageware Systems Inc. issued a two year unsecured convertible 6% note in the amount of $2.0 million to Neal Goldman, a current shareholder and note holder. The Convertible Note is convertible into common shares at $0.50 per share. The company issued Mr. Goldman warrants to purchase 5.0 million shares of common stock with a strike price of $0.50 as part of the transaction. The Company will use the $2.0 million net proceeds for general working capital and to fund the November 30, 2010 installment payment required under an agreement with BET Funding LLC relative to the Company's secured promissory note dated February 12, 2009. On November 24, 2010 the Company and Neal Goldman entered into an agreement whereby Mr. Goldman on or before December 28, 2010 will provide the Company with a line of credit of up to $1.5 million on the same terms as the Convertible Note. Any funds drawn on the line will be used toward the final payment due December 30, 2010 on the BET Funding Note. The Company has agreed to convert Mr. Goldman's Convertible Notes and the Line from unsecured to fully secured upon the pay off and termination of the BET Funding LLC Note. In addition, upon the termination of the BET Funding LLC Note, Mr. Goldman will have the right to appoint up to two members on the Company's Board of Directors. The Company has also agreed to hold a special shareholder meeting as soon as is practical in order to authorize the additional shares of common stock underlying the warrants and conversion features. About ImageWare Systems Headquartered in San Diego, California, ImageWare Systems, Inc. is a leader in the emerging market for software-based identity management solutions, providing biometric, secure credential, law enforcement and enterprise authorization. Its "flagship" product is the IWS Biometric Engine. Scalable for small city business or worldwide deployment, the Company's biometric engine is a multi- biometric platform that is hardware and algorithm independent, enabling the enrollment and management of unlimited population sizes. The Company's identification products are used to manage and issue secure credentials, including national IDs, passports, driver licenses, smart cards and access control credentials. Its law enforcement products provide law enforcement with integrated mug shot, fingerprint LiveScan and investigative capabilities. The Company also provides comprehensive authentication security software. * * * ImageWare Systems has not timely filed its financial reports with the Securities and Exchange Commission. The latest balance sheet, which is as of June 30, 2009, showed total assets of $5,400,000, total liabilities of $8,149,000, and a shareholders' deficit of $2,749,000. INOVA TECHNOLOGY: Shares Resume Trading at OTCBB ------------------------------------------------ Inova Technology said that its shares have resumed trading on the OTCBB. The Company previously ceased trading on the OTCBB as a result of a lack of market makers making a market in the Company's stock on the OTCBB. It was not due to late filings or an inability to meet any other reporting obligations. The Company has maintained timely filings and met all of its SEC obligations prior to and during the period where the Company's stock ceased trading on the OTCBB. "Inova is a fully SEC reporting and trading entity so we are very happy to resume trading on the OTCBB," said CEO, Mr. Adam Radly. Radly added, "We hope that the OTCBB listing combined with the continuing success of our business operations will generate more interest and liquidity in our stock for our shareholders". "We're continuing to focus on winning new business and implementing projects on time and on budget for our customers," said Mr Radly. Mr Radly also confirmed that Inova will provide regular updates regarding its projects and backlog as it continues to grow. About Inova Technology Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA) -- http://www.inovatechnology.com/-- through its subsidiaries, provides information technology (IT) consulting services in the United States. It also manufactures radio frequency identification (RFID) equipment; and provides computer network solutions. The company was formerly known as Edgetech Services Inc. and changed its name to Inova Technology, Inc., in 2007. The Company's balance sheet at July 31, 2010, showed $11.86 million in total assets, $16.72 million in total liabilities, and a stockholders' deficit of $4.86 million. As reported in the Troubled Company Reporter on August 26, 2010, MaloneBailey, LLP, in Houston, expressed substantial doubt about the Company's ability to continue as a going concern, following its results for the fiscal year ended April 30, 2010. The independent auditors noted that Inova incurred losses from operations for fiscal 2010 and 2009 and has a working capital deficit as of April 30, 2010. INTERGRAPH CORP: S&P Withdraws 'B+' Corporate Credit Rating ----------------------------------------------------------- Standard & Poor's Ratings Services said it withdrew its ratings, including the 'B+' corporate credit rating, on Hunstville, Ala.- based Intergraph Corp. Hexagon AB, a Swedish company, recently acquired the company and all rated debt has been repaid. INTEGRATED FREIGHT: Issues 2.4 Million Shares to Seaside -------------------------------------------------------- Integrated Freight Corporation issued 2,400,000 shares of its common stock and 2,400,000 common stock purchase warrants to Seaside 88, LP, an institutional investor, for an aggregate price of $960,000 on November 29, 2010. The common stock purchase warrants are exercisable for five years at a price of $0.75, and contain a "cashless" exercise feature. National Securities Corp. acted as the placement agent. Integrated Freight said it paid a placement agent fee of $94,000 in cash and 150,000 common stock purchase warrants exercisable for five years at a price of $0.75, and contain a "cashless" exercise feature. About Integrated Freight Integrated Freight Corporation, formerly Plagraphics, Inc., (OTC BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota, Florida headquartered motor freight company providing long-haul, regional and local service to its customers. The Company specializes in dry freight, refrigerated freight and haz-waste truckload services, operating primarily in well-established traffic lanes in the upper mid-West, Texas, California and the Atlantic seaboard. IFCR was formed for the purpose of acquiring and consolidating operating motor freight companies. On August 19, 2010, at a special stockholders' meeting the Company approved a reverse stock split, a relocation of its State of Incorporation to Florida and a change of its name to Integrated Freight Corporation. The Company's name change and State of Incorporation have been approved and are effective as of August 18, 2010. The reverse stock split has been approved but is not effective as of the date of this filing. * * * Sherb & Co., LLP, in Boca Raton, Fla., expressed substantial doubt about the Company's ability to continue as a going concern, following its results for the fiscal year ended March 31, 2010. The independent auditors noted that the Company has suffered recurring losses and has a negative working capital position and a stockholders' deficit. The Company's balance sheet at Sept. 30, 2010, showed $8.96 million in total assets, $11.91 million in total liabilities, and a stockholders' deficit of $2.95 million. IPOF FUND: Court Extends Trading Restrictions Until March 1 ----------------------------------------------------------- Innotrac Corporation updated its previous announcement regarding the restriction placed on the trading of Company stock in the IPOF Fund, L.P., administered by the receiver appointed by the United States District Court in Cleveland, Ohio. The Court has extended the period during which financial institutions holding Company stock owned by the IPOF Fund, Mr. Dadante or Dadante-related entities are restricted from trading any of these shares as defined in the Court's prior orders until March 1, 2011. Innotrac Corporation (Nasdaq: INOC) -- http://www.innotrac.com/-- founded in 1984 and based in Atlanta, Georgia, is a full-service fulfillment and logistics provider serving enterprise clients and world-class brands. The Company employs order processing and warehouse management technology and operates seven fulfillment centers and one call center in six cities spanning all time zones across the continental United States. * * * As reported in the Troubled Company Reporter on January 8, 2010, Innotrac Corporation on January 4, 2010, received a letter from The NASDAQ Stock Market providing notice that it had not maintained the continued listing standard for the minimum market value of publicly held shares of $5 million. MVPHS is the market value of the Company's publicly held shares, which is calculated by subtracting all shares held by officers, directors or beneficial owners of 10% or more of the total shares outstanding. Approximately 2.4 million, or 19% of Innotrac's total 12.6 million outstanding shares are included in the MVPHS calculation for the Company. IRONGATE FARM: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Irongate Farm, LLC 16336 Strollaway Road Charlotte, NC 28278 Bankruptcy Case No.: 10-33577 Chapter 11 Petition Date: December 3, 2010 Court: U.S. Bankruptcy Court Western District of North Carolina (Charlotte) Judge: J. Craig Whitley Debtor's Counsel: George Hicks Sperry, Jr., Esq. LAW OFFICE OF GEORGE H. SPERRY JR. 11111 Carmel Commons Boulevard, Suite 110 Charlotte, NC 28226 Tel: (704) 544-7003 Fax: (704) 544-7006 E-mail: gsperry@sperrylaw.net Scheduled Assets: $4,300,000 Scheduled Debts: $1,450,000 The list of unsecured creditors filed together with its petition does not contain any entry. The petition was signed by Robert C. Yon, Sr., member. KH FUNDING: Case Summary & 15 Largest Unsecured Creditors --------------------------------------------------------- Debtor: KH Funding Company 10801 Lockwood Drive, Suite 370 Silver Spring, MD 20901 Bankruptcy Case No.: 10-37371 Chapter 11 Petition Date: December 3, 2010 Court: U.S. Bankruptcy Court District of Maryland (Greenbelt) Judge: Thomas J. Catliota Debtor's Counsel: Lawrence Coppel, Esq. 233 E. Redwood Street Baltimore, MD 21202 E-mail: lcoppel@gfrlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Robert L. Harris, president. Debtor's List of 15 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wells Fargo Bank, N.A., Trustee -- $38,151,788 45 Broadway, 12th Floor New York, NY 10006 Law Debenture Trust Company, Trustee-- $1,321,006 400 Madison Avenue New York, NY 10017 Patrick Shane Moore -- $366,900 1307 Wiley Oak Drive Jarrettsville, MD 21084 PSM Properties, LLC -- $293,550 1307 Wiley Oak Drive Jarrettsville, MD 21084 Boardwalk 2001, LLC -- $261,574 825 N. Charles Street Baltimore, MD 21201 Department of Treasury - Penalty Penalty Fees $82,541 Fees BB&T Bankcard Corporation Credit Card $45,713 O'Malley, Miles, Nylen and Gilmore, Legal Services $31,188 P.A. Stegman & Company Accounting Services $30,199 Zaico Realty Inc. Rent $9,537 Law Office of Sari Karson Kurland Legal Services $8,883 AAL Accounting Services $5,994 Anderson & Quinn, LLC Legal Services $4,040 Protective Life Insurance Co. Insurance $1,708 Law Offices of Timothy Guy Smith Legal Services $1,100 KRISPY KREME: Posts $2.39-Mil. Profit in 3rd Quarter ---------------------------------------------------- Krispy Kreme Doughnuts Inc. reported financial results for the third quarter of fiscal 2011, ended October 31, 2010. Net income was $2.39 million compared to a net loss of $2.388 million, in the third quarter last year. The Company reported $168.65 million in total assets, $37.30 million in total current liabilities, $34.77 million in long-term debt, $20.47 million in other long-term obligations, and stockholders' equity of $76.10 million. For the third quarter ended October 31, 2010, revenues increased 7.9% to $90.2 million from $83.6 million. Year-over-year revenue increases were generated in all four business segments. "We delivered a strong performance in the third quarter, characterized by revenue growth, a significant increase in consolidated operating income, and a positive bottom line for the fourth consecutive quarter. Higher sales by Company and franchise shops drove profit improvements in the KK Supply Chain segment, and our International Franchise business continued to exceed our expectations. Company Stores continued its impressive track record of positive same store sales, although there is much more work to be done to restore our largest business segment to consistent profitability. We are devoting considerable attention toward this critical objective and over time, expect that the sales growth we are experiencing will more positively impact overall results," said Jim Morgan, the Company's President and Chief Executive Officer. Outlook "In our second quarter earnings release on September 2, 2010, we communicated our expectation for fiscal 2011 operating income, exclusive of impairment charges and lease termination costs, of between $13 million and $17 million. Based on our third quarter results, which exceeded our expectations, and other current information, our current fiscal 2011 outlook for consolidated operating income, exclusive of impairment charges and lease termination costs, is between $17 million and $20 million," Mr. Morgan continued. A full-text copy of the earnings release is available for free at http://ResearchArchives.com/t/s?7081 A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?7082 About Krispy Kreme Based in Winston-Salem, North Carolina, Krispy Kreme Doughnuts Inc. (NYSE: KKD) -- http://www.KrispyKreme.com/-- is a retailer and wholesaler of doughnuts. The company's principal business, which began in 1937, is owning and franchising Krispy Kreme doughnut stores where over 20 varieties of doughnuts are made, sold and distributed and where a broad array of coffees and other beverages are offered. Kremeworks, LLC, which is 25%-owned by KKDI, has failed to comply with certain financial covenants related to its indebtedness, a portion of which matured, by its terms, in January 2009. Kremeworks has requested that the lender waive the loan defaults resulting from the covenant violations and refinance the maturing indebtedness. In the event the lender is unwilling to do so and declares the entire indebtedness immediately due and payable, the Company could be required to perform under its guarantee. Krispy Kreme Doughnuts said Kremeworks could have insufficient cash flows from its business to service the indebtedness even if it is refinanced, which might require capital contributions to Kremeworks by the Company and the majority owner of Kremeworks -- which has guarantees of the Kremeworks indebtedness roughly proportionate to those of the Company -- for Kremeworks to comply with the terms of the any new loan agreement. * * * Krispy Kreme carries a 'B-' corporate credit rating from Standard & Poor's. In September 2009, S&P said, "While the sales pressure will continue, S&P expects the declines to decelerate and profitability to somewhat stabilize or, at the very least, allow the company to remain covenant compliant in the current and next fiscal year." LALIT PATEL: Case Summary & 13 Largest Unsecured Creditors ---------------------------------------------------------- Joint Debtors: Lalit Roajibhai Patel aka Lalit R. Patel Lalit Patel LalitKumar R Patel Pratibha Lalit Patel 9213 Homestretch Court Laurel, MD 20723 Bankruptcy Case No.: 10-37447 Chapter 11 Petition Date: December 3, 2010 Court: U.S. Bankruptcy Court District of Maryland (Baltimore) Judge: Robert A. Gordon Debtors' Counsel: Augustus T. Curtis, Esq. COHEN, BALDINGER & GREENFELD, L.L.C. 7910 Woodmont Avenue, Suite 1103 Bethesda, MD 20814 Tel: (301) 881-8300 Fax: (301) 881-8350 E-mail: augie.curtis@cohenbaldinger.com Scheduled Assets: $505,279 Scheduled Debts: $1,861,859 A list of the Joint Debtors' 13 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/mdb10-37447.pdf LANGUAGE LINE: Moody's Affirms 'B1' Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service affirmed the B1 Corporate Family Rating of Language Line Holdings, LLC after the downsizing of its proposed second lien credit facility from $250 million to $175 million. Concurrently, Moody's affirmed the B3 rating on the proposed $175 million second lien credit facility and assigned a Ba3 rating to a new first lien credit facility. Language Line, LLC and Tele-Interpreters Acquisition LLC (wholly-owned subsidiaries of Language Line) are expected to be co-borrowers under the first and second lien credit facilities. Moody's withdrew the SGL-2 Speculative Grade Liquidity of Language Line because the company is not required to file periodic quarterly reports with the Securities and Exchange Commission. The rating outlook remains stable. The net proceeds from the new first and second lien term loans together with about $100 million of balance sheet cash are expected to be used to repay all of Language Line's existing indebtedness and to redeem all of its outstanding preferred stock. These rating actions were taken (assessments revised): -- Assigned $525 million first lien term loan B due 2015, Ba3 (LGD 3, 37%) -- Assigned $50 million first lien revolver due 2015, Ba3 (LGD 3, 37%) -- Affirmed $175 million second lien term loan (downsized from $250 million) due 2016, B3 (to LGD 5, 89% from LGD 5, 87%) -- Affirmed Corporate Family Rating, B1 -- Affirmed Probability of Default Rating, B1 -- Withdrew Speculative Grade Liquidity Rating, SGL-2 These ratings are expected to be withdrawn upon the closing of the refinancing: -- $50 million first lien revolver due 2014, Ba3 (LGD 3, 33%) -- $525 million first lien term loan B due 2015, (LGD 3, 33%) Ratings Rationale The B1 Corporate Family Rating reflects a relatively small revenue base, pro forma credit protection measures that are broadly in line with the rating category, and a moderate decline in financial performance during the nine months ended September 30, 2010 after a strong period of growth from 2006 to 2009. Financial performance thus far in 2010 was pressured by lower levels of business activity at company clients and a loss of certain business to competitors and in-house solutions. The ratings continue to be supported by the company's leading market position in the over-the-phone interpretation segment, a broad customer base, and favorable long term growth prospects driven by immigration, government regulation and ethnic marketing. The ratings are constrained by price competition from smaller competitors, the potential for certain clients to shift to in- house solutions and the risk that the financial sponsor will seek to add leverage and extract dividends from the company over the medium term. The first and second lien credit agreements, however, are expected to limit the company's ability to incur additional leverage and pay dividends. The stable outlook anticipates modest revenue and EBITDA growth over the next year, with growth in billed minutes partially offset by modest declines in average pricing. The ratings could be pressured if the competitive environment intensifies resulting in further declines in revenue and profitability over the next year. A debt financed dividend transaction could also pressure the ratings. The ratings could be downgraded if Debt to EBITDA and free cash flow to debt are sustained at over 6 times and less than 5%, respectively. Moody's does not anticipate upgrading the rating in the medium term unless Moody's get comfortable that Language Line is committed to maintaining a conservative capital structure. A de- levering initial public offering combined with solid top and bottom line growth could lead to upward rating momentum. Headquartered in Monterey, California, Language Line Holdings, LLC, provides over-the-phone interpretation services from English into more than 170 different languages. The company is controlled by ABRY Partners, LLC and reported revenues of about $281 million in the twelve month period ending September 30, 2010. LANGUAGE LINE: S&P Assigns 'B+' Rating on Debt Offering ------------------------------------------------------- Standard & Poor's Ratings Services assigned its ratings to the proposed debt offering of Language Line Holdings LLC's operating subsidiary, Language Line LLC. Language Line intends to put in place a $575 million first-lien credit facility, consisting of a $50 million revolving credit facility and a $525 million term loan B. S&P assigned the new first-lien facilities a preliminary issue-level rating of 'B+' (at the same rating as S&P's 'B+' corporate credit rating on the parent holding company). The preliminary recovery rating on this debt is '3', indicating S&P's expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default. In addition, Language Line intends to execute a second-lien facility, to which S&P assigned a preliminary rating on Oct. 27, 2010. The size of the second-lien facility has been reduced to $175 million from the original proposal of $250 million. S&P's preliminary issue-level rating on the second-lien facility remains at 'B-' (two notches lower than the 'B+' corporate credit rating). The preliminary recovery rating remains at '6', indicating S&P's expectation of negligible (0% to 10%) recovery in the event of a payment default. The company plans to use the borrowings from the new facility and cash on the balance sheet to refinance the existing first-lien credit facility, redeem preferred stock, and repay a note maturing this year. The 'B+' corporate credit rating on Monterey, Calif.-based over- the-phone interpretation provider Language Line reflects S&P's expectation that the company's financial policy will remain aggressive and that leverage will remain high. It also reflects the company's vulnerability to clients moving their translation services in-house and continued pricing pressure in the over-the- phone interpretation market. The rating outlook is negative. Although the company will have new covenants under the new facilities, which will increase its margin of compliance, leverage remains high and operating performance has been weak. In the third quarter ended Sept. 30, 2010, revenue and EBITDA (excluding the impact of equity-based compensation expense/credit and costs related to the company's S-1 filing) declined by 5.2% and 1.5%, respectively, because of a large client moving a portion of its Spanish-to-English interpretation minutes in-house and the loss of a different client in the third quarter last year. S&P could review the rating for a downgrade if the company's margin of compliance with financial covenants declines to 10% under the newly proposed covenants, if leverage approaches 6.5x, and if the company's liquidity is reduced. Factors that could contribute to such a scenario include declines or slower growth in OPI minutes and/or higher-than-expected deterioration of average rate per billed minutes due to the weak economy. Other such factors include client negotiating pressure, customers moving translation services in-house or to competitors, and customer consolidation. S&P would view a deterioration of credit metrics or liquidity due to revenue declines or client losses as more problematic for the rating, especially if S&P becomes convinced that such a trend could continue. S&P could revise the outlook back to stable if the company resumes EBITDA growth (without any benefit from equity compensation credits), reduces leverage, and maintains an adequate cushion of covenant compliance. Ratings List Language Line Holdings LLC Corporate Credit Rating B+/Negative/-- Language Line LLC $50M revolv credit fac B+(prelim) Recovery Rating 3(prelim) $525M term loan B B+(prelim) Recovery Rating 3(prelim) LDK SOLAR: Issuing $300 Million of Convertible Senior Notes ----------------------------------------------------------- In a Form T-3 filing with the Securities and Exchange Commission on November 24, 2010, LDK Solar Co., Ltd., disclosed that it intends to offer a $300,000,000 worth of 4.75 Convertible Senior Notes due 2013 pursuant to an Indenture, to be effective as of the Date of the closing of the Exchange Offer, by and between the Company and The Bank of New York Mellon, as Trustee. The New Notes will be executed by the Company by either of its Chairman of the Board, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, any Executive Vice President or the Secretary. The signature of any of these officers on the Securities may be manual or facsimile. Upon proper delivery of the New Notes to the Trustee for authentication, the Trustee shall authenticate and deliver such securities. There will be no proceeds to the Company resulting from issuance of the Notes. The Indenture will cease to be of further effect if (a) either (i) all outstanding New Notes have been delivered to the Securities Agent for cancellation or (ii) all outstanding New Notes have become due and payable at their scheduled maturity or upon Repurchase at Holder's Option, Redemption or Repurchase Upon Fundamental Change, and in either case the Company irrevocably deposits, prior to the applicable due date, with the Paying Agent cash sufficient to pay all amounts due and owing on all outstanding Securities on the Maturity Date or Redemption Date or Fundamental Change Repurchase Date, as the case may be and (b) the Company pays to the Trustee and the Securities Agent all other sums payable under the Indenture by the Company. About LDK Solar LDK Solar Co., Ltd. (NYSE: LDK) -- http://www.ldksolar.com/-- manufactures photovoltaic products and multicrystalline wafers. LDK Solar's headquarters and manufacturing facilities are located in Hi-Tech Industrial Park, Xinyu City, Jiangxi Province in the People's Republic of China. LDK Solar's office in the United States is located in Sunnyvale, California. The Company's balance sheet at December 31, 2009, showed US$4.384 billion in assets, US$3.507 billion of liabilities, and US$876.9 million of stockholders' equity. Going Concern Doubt As reported in the Troubled Company Reporter-Asia Pacific on July 6, 2010, LDK Solar said in its annual report on Form 20-F for the year ended December 31, 2009, that at yearend, the Company had a working capital deficit of US$833.6 million and an accumulated deficit of US$32.8 million. The Company said, "During the year ended December 31, 2009, we incurred a net loss of US$234.2 million [attributable to LDK Solar Co., Ltd. shareholders]. As of December 31, 2009, we had cash and cash equivalents of US$384.8 million, most of which are held by subsidiaries in China. Most of our short-term bank borrowings and current installments of our long-term debt totaling US$978.6 million are the obligations of these subsidiaries. We may also be required by the holders of our convertible senior notes to repurchase all or a portion of such convertible senior notes with an aggregate principal amount of US$400.0 million on April 15, 2011. These factors initially raised substantial doubt as to our ability to continue as a going concern. We are in need of additional funding to sustain our business as a going concern, and we have formulated a plan to address our liquidity problem." The Company cautioned that "we cannot assure you that we will successfully execute our liquidity plan. If we do not successfully execute such plan, we may have substantial doubt as to our ability to continue as a going concern." LEVITT AND SONS: Judge Grants Class Certification to Investors -------------------------------------------------------------- Bankruptcy Law360 reports that a federal judge has granted class certification to investors suing the parent company of Levitt and Sons LLC on allegations that the Company made false statements to boost its stock price before filing for bankruptcy. About Levitt & Sons Headquartered in Fort Lauderdale, Florida, Levitt and Sons LLC -- http://www.levittandsons.com/-- is the homebuilding subsidiary of Levitt Corporation (NYSE:LEV). Levitt Corp. -- http://www.levittcorporation.com/-- together with its subsidiaries, operates as a homebuilding and real estate development company in the southeastern United States. The company operates in two divisions, homebuilding and land. The homebuilding division primarily develops single and multi-family homes for adults and families in Florida, Georgia, Tennessee, and South Carolina. The land division engages in the development of master-planned communities in Florida and South Carolina. Levitt and Sons LLC and 38 of its homebuilding affiliates filed for Chapter 11 protection on November 9, 2007 (Bankr. S.D. Fla. Lead Case No. 07-19845). Paul Singerman, Esq. and Jordi Guso, Esq., at Berger Singerman, P.A., represented the Debtors in their bankruptcy cases. The Debtors chose AP Services, LLC as their crisis managers, and Kurtzman Carson Consultants, LLC as their claims and noticing agent. Levitt Corp., the parent company, was not included in the bankruptcy filing. Judge Raymond B. Rays confirmed Levitt & Sons' liquidating Chapter 11 plan in February 2009. LUCIA BEACH: Case Summary & 4 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Lucia Beach VIllas Inc. Playa Lucia P.O. Box 397 Yabucoa, PR 00767 Tel: (787) 266-1111 Bankruptcy Case No.: 10-11377 Chapter 11 Petition Date: December 3, 2010 Court: U.S. Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Andres Garcia Arregui, Esq. Isabel M. Fullana, Esq. GARCIA ARREGUI & FULLANA 252 Ponce De Leon Avenue, Suite 1101 San Juan, PR 00918 Tel: (787) 766-2530 Fax: (787)-75607800 E-mail: garciarr@prtc.net analluf@prtc.net isabelfullana@gmail.com Scheduled Assets: $144,473 Scheduled Debts: $2,959,382 A list of the Company's four largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/prb10-11377.pdf The petition was signed by Gary T. Pollard, president. MACATAWA BANK: C. Hankinson Discloses Non-Ownership of Securities ----------------------------------------------------------------- In a Form 3 filing with the Securities and Exchange Commission on November 24, 2010, Craig A. Hankinson disclosed that he does not own any securities of the Macatawa Bank Corp. Mr. Hankinson serves as Senior Vice President and Chief Credit Officer of the Company. About Macatawa Bank Headquartered in Holland, Michigan, Macatawa Bank Corporation (Nasdaq: MCBC) is the parent company for Macatawa Bank. Through its banking subsidiary, the Company offers a full range of banking, investment and trust services to individuals, businesses, and governmental entities from a network of 26 full service branches located in communities in Kent County, Ottawa County, and northern Allegan County. The Company's balance sheet at September 30, 2010, showed $1.61 billion in total assets, $1.54 billion in total liabilities, and stockholders' equity of $67.0 million. As reported in the Troubled Company Reporter on April 7, 2010, Crowe Horwath LLP, in Grand Rapids, Mich., 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 incurred significant net losses in 2009 and 2008, primarily from higher provisions for loan losses and expenses associated with the administration and disposition of non-performing assets at its wholly owned bank subsidiary Macatawa Bank. MARSICO HOLDINGS: Moody's Confirms 'Caa3' Corporate Family Rating ----------------------------------------------------------------- Moody's Investors Service has confirmed the Caa3 corporate family rating and Caa2 senior secured bank facilities ratings of Marsico Holdings, LLC, following successful completion of the debt restructuring offer. The outlook on the rating has been changed from rating under review for possible downgrade to stable. Marsico Holdings, LLC, is a newly created entity and is the designated borrower under the bank credit facility and has effectively assumed repayment responsibilities from Marsico Parent Company, LLC. At the same time Moody's has withdrawn the Ca/stable ratings on $600 million senior subordinated OpCo notes as the obligation is no longer outstanding following the exchange offer in which 100% of the notes were tendered. Moody's will not be rating the $600 million of new notes issued by Marsico Holdings, LLC in the exchange. Moody's has also withdrawn the C/stable rating on Holdco notes issued by Marsico Parent Holdco, LLC, which were substantially extinguished as a result of the restructuring. Approximately 98% of the Holdco notes were tendered in the exchange offer, for slightly less than a 16% equity stake in Marsico Holdings, leaving approximately $11 million of the $567 million issue remaining outstanding. Please refer to Moody's Withdrawal Policy on Moodys.com. In confirming the Caa ratings and changing the outlook to stable, Moody's acknowledges the removed uncertainty associated with the execution of the restructuring as well as reduced overall debt levels, cash interest, and amortization requirements of junior stakeholders as well as a greater cushion relative to financial covenants on its bank debt. However, Moody's remains concerned about the weak financial profile of Marsico with the debt/EBITDA ratio of 10x and EBITDA/ interest coverage of 1x as well as the persistent net redemptions due to its focus on growth equities which remains out of favor with investors. In addition to weak financials, Moody's views the undiversified nature of Marsico's business model as a growth stock asset manager, as well as the key man risk with Tom Marsico being CEO, chief investment officer and co portfolio manger as potential concerns. Marsico Holdings, LLC, is the new indirect parent of Marsico Capital Management, LLC, and Marsico Fund Advisors, LLC. Marsico Capital Management is a Denver-based asset management firm offering investment services to institutional and retail investors. The last rating action was taken on October 13, 2010, when Moody's downgraded the ratings of Marsico Parent Company, LLC's senior secured bank facilities to Caa2 from Caa1and put them on review for further downgrade. In addition, the rating of Marsico Parent Holdco, LLC's senior notes was downgraded to C from Ca with a stable outlook. In the same rating action, Moody's also put the Caa3 corporate family rating of Marsico Parent on review for possible downgrade. Moody's affirmed Marsico Parent's senior unsecured notes at Ca and changed the outlook to stable from negative MASSOUMEH VALANEJAD: Case Summary & 11 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Massoumeh "Azy" Valanejad 105 Mirrorlake Court Cary, NC 27513 Bankruptcy Case No.: 10-09934 Chapter 11 Petition Date: December 2, 2010 Court: U.S. Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: J. Rich Leonard Debtor's Counsel: William E. Brewer, Jr., Esq. THE BREWER LAW FIRM 311 East Edenton Street P.O. Box 27567 Raleigh, NC 27611-7567 Tel: (919) 832-2288 Fax: (919) 834-2011 E-mail: dleggett@williambrewer.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 11 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/nceb10-09934.pdf Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Iris Enterprises, Inc. 10-06403 08/10/10 MEDICOR LTD: Implements Plan with 26% for Secured Lenders --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that MediCor Ltd. last week implemented the liquidating Chapter 11 plan that the bankruptcy court in Delaware approved in a Nov. 9 confirmation order. Mr. Rochelle relates that according to the disclosure statement, the plan is expected to pay 26% to secured lenders on their claims totaling $57.1 million. For their unsecured deficiency claims, the recovery was said to be "speculative" recoveries from litigation. General unsecured creditors, whose claims will range from $4 million to $22 million, were projected to have a recovery of 5.3% to 29.3% from splitting almost $1 million cash plus the fruits of lawsuits. According to Mr. Rochelle, the Plan carries out a previously reached settlement with the Nevada state court receiver for Southwest Exchange Inc. who was claiming a constructive trust over company funds on behalf of his creditors. The receiver took home $3.95 million and waived other claims. About Medicor Ltd. Headquartered in North Las Vegas, Nevada, MediCor Ltd. -- http://www.medicorltd.com/-- manufactures and markets products primarily for aesthetic, plastic and reconstructive surgery and dermatology markets. The Company and seven of its affiliates filed for Chapter 11 protection on June 29, 2007 (Bankr. D. Del. Lead Case No. 07- 10877) to effectuate the orderly marketing and sale of their business. Dennis A. Meloro, Esq., and Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, represent the Debtors' as Delaware counsel. The Debtors engaged Alvarez & Marsal North America, LLC as their restructuring advisor. David W. Carickhoff, Jr., Esq., at Blank Rome LLP represents the Official Committee of Unsecured Creditors as counsel. In its schedules of assets and debts, MediCor Ltd. disclosed total assets of $96,553,019, and total debts of $158,137,507. MediCor completed the sale of the assets in May 2008 for $51.5 million. The net proceeds from the sale were approximately $45.5 million at the time. MEDSCI DIAGNOSTICS: Court Affirms Validity of SIF Contract ---------------------------------------------------------- Judge Enrique S. Lamoutte of the United States Bankruptcy Court for the District of Puerto Rico denied the State Insurance Fund Corporation's motion for reconsideration of the Court's ruling on the validity of the contract between the SIF and MEDSCI Diagnostics, Inc. The Court also reaffirmed its decision that the Contract is not null and void. On June 6, 2010, MEDSCI sued for damages resulting from the Defendant's breach of contract. On June 14, the Plaintiff filed an urgent motion for turn over of property and injunctive relief. The Court subsequently entered a bench ruling denying the request to dismiss the adversary proceeding on grounds that the Contract is null and void for the reasons stated in open court, among other rulings. At the hearing held on July 7, 2010, the Court granted the SIF five days to supplement the motion for reconsideration filed on that same date. The SIF submitted that the only issue the Court needs to address in determining whether the Contract is null and void is whether any of the services provided required a professional medical license. The Court maintained that it does not take that limited perspective in analyzing the issue. The Court agreed that a corporation that is not a professional services corporation may not, as a corporation, perform professional services like those requiring a professional medical license. If a contract so provides, then it is null and void under Puerto Rico law. Judge Lamoutte maintained, however, that a contract that allows a corporation to perform professional services through a duly licensed professional is a valid contract, and that is the contract before the Court. Judge Lamoutte ruled that the Contract between the SIF and MEDSCI is not null and void, and consequently, there is a valid contract between the parties and each party must comply with its terms. The case is Medsci Diagnostics, Inc., v. State Insurance Fund Corp., through its Administrator Zoime Alvarez Rubio, et al., Adv. Pro. No. 10-0094 (Bankr. D. P.R.). A copy of the Court's Opinion and Order, dated November 24, 2010, is available at http://is.gd/i5FfAfrom Leagle.com. San Juan, Puerto Rico-based Medsci Diagnostics, Inc., filed for Chapter 11 bankruptcy protection on June 6, 2010 (Bankr. D. P.R. Case No. 10-04961). Edgardo Munoz, Esq., at Edgardo Munoz, PSC, assists the Debtor in its restructuring effort. The Company disclosed $57,900,732 in total assets and $6,770,211 in total debts in its schedules. METRO-GOLDWYN-MAYER: Expects to Emerge from Ch. 11 Mid-December --------------------------------------------------------------- Metro-Goldwyn-Mayer Inc. disclosed late last week that the U.S. Bankruptcy Court for the Southern District of New York has approved the company's "pre-packaged" plan of reorganization, clearing the way for MGM and its subsidiaries to emerge from Chapter 11 in short order. In confirming the Plan, Judge Stuart M. Bernstein found that it satisfied the various requirements of the U.S. Bankruptcy Code. MGM expects the Plan to become effective by mid-December, once the conditions of effectiveness have been met. Upon its emergence, the Company's secured lenders will exchange approximately $5 billion, including accrued interest and fees, for most of the equity in MGM. MGM will be led by Gary Barber and Roger Birnbaum, who will serve as Co-Chairman and Chief Executive Officers of MGM Inc. MGM previously received approval, on November 12, 2010, from the Court on its motion to retain JPMorgan Chase to arrange $500 million in exit financing to fund operations, including production of a new slate of films and television series, and expects to have that exit financing funded by mid-December. Because MGM's plan had overwhelming support of creditors, the hearing was essentially a formality, combining a hearing on the adequacy of the company's disclosure statement with a hearing on the confirmation plan itself, The Wall Street Journal reported. MGM's lawyer, Jay Goffman, Esq., at Skadden Arps Slate Meagher & Flom LLP, in New York, said there were "no objections of any kind" to the restructuring plan. Mr. Goffman added that the movie studio just needs to finalize its credit facility, and then will be set to exit bankruptcy, WSJ reported. "Nothing is controverted. It is an example of the teamwork and consensus building that is the hallmark of this case," Bloomberg News quoted Mr. Goffman as saying. The restructuring plan provides for the conversion of about $5 billion of claims of lenders under a 2005 credit agreement into 99.46% of the stock of the reorganized company. Under the terms of the plan, Spyglass will be issued the remaining 0.54% of the common stock in exchange for a contribution of assets. The common stock issued to the lenders and to Spyglass will be subject to dilution by the Equity Incentive Plan. All other claims or interests are left unimpaired including the general unsecured claims, according to the restructuring plan. Prior to the Dec. 2 Combined Hearing, Stephen Cooper, a member of the Office of the Chief Executive Officer of MGM Holdings Inc., and Robert Flachs, managing director of Moelis & Company LLC, expressed support for the confirmation of the restructuring plan in separate declarations filed in Court. Mr. Cooper said the amendments to the plan agreed to by Carl Icahn and the support of the steering committee and lenders under the 2005 credit agreement "further reflects the overall fairness and reasonableness of the plan." "I believe that the plan will position the reorganized debtors to operate successfully upon their emergence from Chapter 11," he said. For his part, Mr. Flachs said that the restructuring plan is in the best interests of the holders of claims as reflected in the liquidation analysis. The liquidation analysis, he said, shows that the overall values that may be realized by holders of claims in hypothetical Chapter 7 cases are less than or equal to the value of the expected recoveries to those holders under the plan. 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: Former Pixar CFO Expected to Join MGM Board ---------------------------------------------------------------- Ann Mather, former chief financial officer of Pixar Animation Studios, will likely join Metro-Goldwyn-Mayer's new board of directors, according to a November 30, 2010 report by Los Angeles Times. One possibility under consideration is that Ms. Mather will become MGM's board chairman, LA Times reported, citing people familiar with the matter as its source. Ms. Mather has extensive experience in film finance, which could help bolster MGM's credibility, according to the report. She served as CFO of Pixar and Village Roadshow Pictures, and held various finance executive positions at Disney between 1993 and 1999. Ms. Mather, however, also sits on the board of Netflix, which could present a potential conflict should she join MGM, as the studio is a content provider to Netflix, LA Times reported. Last week, MGM named seven other directors including Christopher Pucillo, the founder of Solus Alternative Asset Management. When Mr. Pucillo's name was disclosed in court filings, it was widely reported that he took his seat because of Solus Alternative's ownership of MGM debt. People close to the matter, however, confirmed that he was in fact Carl Icahn's pick, according to the report. Carl Icahn owns about 18% of MGM's debt. He agreed to support MGM's bankruptcy plan following the company's rejection of a takeover bid from Lions Gate Entertainment Corp. 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: Has Access to Cash Collateral Until Emergence ------------------------------------------------------------------ The Bankruptcy Court issued a final order authorizing Metro- Goldwyn-Mayer Inc. and its units to use the cash collateral under their prepetition credit agreement with JPMorgan Chase Bank, N.A., and granting adequate protection in connection with the use of the collateral. The Court held that JPMorgan Chase Bank N.A.'s consent to the use of cash collateral will terminate on the earliest to occur of (i) consummation of the Debtors' restructuring plan or (ii) five business days following written notice to the Debtors after the occurrence and continuance of any events of default beyond any applicable grace period. Any objections that have not been previously resolved or withdrawn were overruled on their merits by the Court. The final order will take effect immediately upon its entry. A full-text copy of the final cash collateral order is available without charge at: http://bankrupt.com/misc/MGM_FinalOrdercashCollateral.pdf DDI/UAPF Collateral The Bankruptcy Court also issued a final order authorizing Metro- Goldwyn-Mayer's limited use of prepetition collateral, including cash collateral of Domestic Distribution Inc. and United Artists Production Finance LLC. In a stipulated final order dated December 2, 2010, the Court authorized the Debtors to continue to make payments due to United Artists Production Finance LLC or JPMorgan Chase Bank N.A. under the Master Distribution Agreement, and to continue to perform under the agreement as adequate protection for, and to the extent of, any diminution in the value of UAPF's interests in the collateral that was posted under the agreement. As additional protection, UAPF was also granted first priority security interests in, and liens on, the cash collateral held (i) in the Distribution Reserve Account maintained at JPMorgan Chase in account number xxx-xx2-724 in the name of the bank; (ii) at JPMorgan Chase in account number xxx-xx2-546; and (iii) at Bank of America in account number xxx-x2744. A full-text copy of the stipulated final order is available at http://bankrupt.com/misc/MGM_FinalOrderDDICollteral.pdf 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. MICRON TECHNOLOGIES: S&P Raises Corporate Credit Rating to 'B+' --------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on Micron Technologies Inc. to 'B+' from 'B'. In addition, S&P raised Micron's senior unsecured credit rating to 'B+' from 'B'. The outlook is positive. "The rating on Micron reflects S&P's expectation that the memory industry will remain highly volatile and that the company's market presence in DRAM and NAND will remain largely unchanged over time," said Standard & Poor's credit analyst Lucy Patricola, "despite significant capital spending to increase capacity in both segments." S&P believes prospects are good for some earnings stabilization from the recently acquired Numonyx business. S&P expects credit protection measures to continue to vary widely through industry cycles. Micron develops and manufactures DRAM, NAND, and NOR semiconductors for the memory industry. MILACRON INC: Court to Hear Conversion to Chapter 7 --------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Milacron Inc., which has sold its key assets, filed a motion in November for conversion of the Chapter 11 case to liquidation in Chapter 7 where a trustee will be appointed. There were objections by the Nov. 30 deadline, thus requiring the bankruptcy court in Cincinnati to hold a hearing before the switch to Chapter 7. About Milacron Inc. Headquartered in Batavia, Ohio, Milacron Inc. (Pink Sheets: MZIAQ) supplies plastics-processing technologies and industrial fluids, with major manufacturing facilities in North America, Europe and Asia. First incorporated in 1884, Milacron also manufactures synthetic water-based industrial fluids used in metalworking applications. The Company and six of its affiliates filed for chapter 11 protection (Bankr. S.D. Ohio Case No. 09-11235) on March 10, 2009. On the same day, the Company filed an ancillary proceeding for reorganization of its Canadian subsidiary under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Canada. The petitions include the Company and its U.S. and Canadian subsidiaries and its non-operating Dutch holding company subsidiary only, and do not include any of the Company's operating subsidiaries outside the U.S. and Canada. Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D. Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in their restructuring efforts. Conway, Del Genio, Gries Co., LLC, is the Debtors' financial advisor. Rothschild Inc. is the Debtors' investment banker and financial advisor. Kurtzman Carson Consultants LLC is the noticing, balloting and disbursing agent for the Debtors. Paul, Hastings, Janofsky & Walker LLP, represents DIP Lender General Electric Capital Corp. Timothy J. Hurley, Esq., and W. Timothy Miller, Esq., at Taft Stettinius & Hollister LLP serve as counsel for the Official Committee of Unsecured Creditors. At September 30, 2008, the Company's balance sheet showed $586.1 million in assets and $648.5 million in debts. On August 21, 2009, the Company completed a sale of substantially all of its assets to Milacron LLC, a company formed by affiliates of Avenue Capital Group, certain funds and accounts managed by DDJ Capital Management LLC and certain other entities that held roughly 93% of the Company's 11.5% Senior Secured Notes. Milacron Inc. asked the Bankruptcy Court to change its name to MI 2009 Inc. following the asset sale. NATION ENERGY: Files 10-K for FY2008; Going Concern Doubt Raised ---------------------------------------------------------------- Nation Energy, Inc., filed on December 3, 2010, its annual report on Form 10-K for the fiscal year ended March 31, 2008. StartSchenkein, LLP, in Denver, Colorado, expressed substantial doubt about Nation Energy's ability to continue as a going concern following the Company's results for the fiscal year ended March 31, 2008. The independent auditors noted that the Company has suffered recurring losses from operations, has no current source of operating revenues, and needs to secure financing to remain a going concern. The Company reported a net loss of US$205,157 on US$266,037 of revenue for fiscal 2008, compared with a net loss of US$217,672 on US$263,651 of revenue for fiscal 2007. The Company's balance sheet as of March 31, 2008, showed US$1.70 million in total assets, US$2.27 million in total liabilities, and a stockholders' deficit of US$570,756. A full-text copy of the Form 10-K is available for free at: http://researcharchives.com/t/s?7084 Based in Vancouver, Canada, Nation Energy, Inc., currently have no business and operates as a shell company. The Company is in the process of evaluating the merits of joint venture opportunities in the resource sector. The Company sold all of its oil and gas operations effective June 1, 2008. NXT NUTRITIONALS: Discloses Resale of 22.8-Mil. Shares of Stock --------------------------------------------------------------- NXT Nutritionals Holdings, Inc. disclosed in an amended Form S-1 filing with the Securities and Exchange Commission on November 24, 2010, the resale of an aggregate amount of 22,812,666 common stock, $0.001 par value per share at an aggregate offering price of $9,125,066. The Registration Statement covers the resale by the Company's selling shareholders of (1) up to 16,294,762 shares of common stock issuable upon conversion of the principal amount of the 0% original issue discount senior secured convertible notes at a conversion price of $0.40 per share, and (2) up to $ 6,517,904 shares of common stock issuable upon exercise of outstanding Series C warrants at an exercise price of $0.40 per share, that were issued in connection with the private placement closed on February 26, 2010. The Company is not selling any shares of its common stock in this offering and, as a result, it will not receive any proceeds from the sale of the common stock covered by this prospectus. In accordance with Rule 416(a), the Company is also registering an indeterminate number of additional shares of Common Stock that shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions. About NXT Nutritionals Holyoke, Mass.-based NXT Nutritionals Holdings, Inc. (OTC: NXTH) - - http://www.nxtnutritionals.com/-- through its wholly owned subsidiary NXT Nutritionals, Inc., is engaged in developing and marketing of a proprietary, patent-pending, all-natural sweetener sold under the brand name SUSTA(TM) and other food and beverage products. SUSTA(TM) is being sold as a stand-alone product and it is the common ingredient for all of the Company's products. The Company's balance sheet at Sept. 30, 2010, showed $3.13 million in total assets, $12.40 million in total liabilities, and a stockholders' deficit of $9.26 million. Berman & Company, P.A., in Boca Raton, Fla., expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company has a net loss of $24.0 million and net cash used in operations of $2.1 million for 2009; and has a working capital deficit of $1.5 million, and a stockholders' deficit of $3.3 million at December 31, 2009. NYABA YAMUSAH: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Nyaba Yamusah 383 Johnson Avenue Englewood, NJ 07631 Bankruptcy Case No.: 10-47490 Chapter 11 Petition Date: December 3, 2010 Court: U.S. Bankruptcy Court District of New Jersey (Newark) Judge: Morris Stern Debtor's Counsel: Troy Adam Garrett, Esq. LAW OFFICE OF LOUIS CAPAZZI, ESQ. 660 Kinderkamack Road Oradell, NJ 07649 Tel: (201) 986-1023 Fax: (201) 986-1132 E-mail: troy@capazzilaw.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. OTC HOLDINGS: Second Lien Lenders Settle to Support Plan -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Oriental Trading Co. will present its Chapter 11 plan for confirmation on December 16 with a settlement that the first- and second-lien lenders reached on the plan. According to Mr. Rochelle, originally, second-lien lenders were to receive only warrants for 2.5% of the stock with a strike price based on an enterprise value of $427.5 million. Assuming the second-lien lenders as a class vote for the plan, they will instead receive five-year warrants for 5% of the stock based on a $422 million enterprise value. They will also receive five-year warrants for 4.5 percent based on a $447 million enterprise value. If the second-lien lenders vote "no," their treatment reverts to what it would have been under the prior plan. In addition, a "yes" vote gets them $750,000 to apply toward reimbursement of counsel fees and expenses. Mr. Rochelle relates that the amended plan requires re- solicitation of votes by the classes composed of first- and second-lien lenders and unsecured creditors. A ballot already cast remains the same unless the creditor changes the vote. The plan gives the new stock plus cash or a new $200 million second- lien note to senior lenders owed $403 million. As the result of another settlement with the creditor's committee, first-lien lenders are providing $1.1 million for unsecured creditors with $6.8 million in claims, assuming the class votes for the plan. JPMorgan Chase Bank NA is agent for the first-lien creditors. Wilmington Trust FSB is agent on the second-lien creditors. About OTC Holdings Omaha, Nebraska-based OTC Holdings Corporation filed for Chapter 11 protection on August 25, 2010 (Bankr. D. Del. Case No. 10-12636). Affiliates OTC Investors Corporation (Bankr. D. Del. Case No. 10-12637), Oriental Trading Company, Inc. (Bankr. D. Del. Case No. 10-12638), Fun Express, Inc. (Bankr. D. Del. Case No. 10-12639), and Oriental Trading Marketing, Inc. (Bankr. D. Del. Case No. 10-12640), filed separate Chapter 11 petitions on August 25, 2010. The Debtors disclosed $463 million in total assets and $757 million in total liabilities as of the Petition Date. Richard Hahn, Esq., My Chi To, Esq., Jae-Sun Chung, Esq., Huyue Angela Zhang, Esq., and Jessica Katz, Esq., at Debevoise & Plimpton LLP, represent the Debtors. Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' local counsel. Jefferies & Company, Inc., is the Debtors' financial advisor. Protiviti, Inc., is the Debtors' restructuring consultant. Kurtzman Carson Consultants LLC is the Debtors' claims agent. The Official Committee of Unsecured Creditors' Delaware counsel is Ashby & Geddes, P.A. PARAMOUNT RESOURCES: To Sell $300-Mil. of Unsecured Notes at Par ---------------------------------------------------------------- Paramount Resources Ltd. has agreed to sell $300 million of 8.25% senior unsecured notes due 2017 at par to a syndicate of underwriters for public offering in Canada. The offering of Notes is expected to close on or about December 13, 2010. Proceeds from the offering of the Notes will be used for the purchase and redemption of the US$90,191,000 aggregate principal amount of Paramount's US notes not held indirectly by it, for the non- permanent repayment of indebtedness under Paramount's credit facility and for capital expenditures and general corporate purposes. The underwriting syndicate is led by Scotia Capital Inc. and BMO Capital Markets, as co-bookrunners, and also includes RBC Capital Markets, HSBC Securities (Canada) Inc. and Stifel Nicolaus Canada Inc. The Notes offering is being made by way of a prospectus supplement to Paramount's short form base shelf prospectus dated October 29, 2010. The base shelf prospectus is, and the prospectus supplement and underwriting agreement between Paramount and the Underwriters will be, available on SEDAR at www.sedar.com. The Company said the Notes have not been and will not be registered under any federal or state securities laws of the United States. Accordingly, the Notes may not be offered or sold within the United States, except in transactions exempt from the registration requirements of the federal and applicable state securities laws of the United States. This news release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes in any jurisdiction. About Paramount Resources Paramount Resources Ltd. is a Calgary, Alberta based exploration and production company that produced approximately 11,000 barrels of oil equivalent per day (net) in 2009. Production was primarily natural gas. * * * Paramount Resources carries 'B' issuer credit ratings from Standard & Poor's. Paramount carries a 'B3' corporate family rating from Moody's Investors Service. As reported in the TCR on July 16, 2010, Moody's said the upgrade to 'B3' reflects Paramount's demonstrated ability to navigate challenging industry and capital market conditions and maintain a base level of production through prudent capital and liquidity management. The upgrade also reflects Paramount's substantial alternate liquidity through the value in its equity investments. Paramount's operating environment, however, will remain challenging given the company's very high F&D and operating cost profile, according to Moody's. POINT BLANK: Equity Holders Pursue Replacement Financing -------------------------------------------------------- A group of equity holders is attempting to secure an alternative financing package for Point Blank Solutions Inc. Dow Jones' Small Cap reports that the official committees representing equity security holders and unsecured creditors of Point Blank, whose access to cash is dwindling, filed a request for an emergency hearing for a judge to consider approving a replacement bankruptcy loan for the Company. The groups said that "certain members of the equity committee and a certain additional financing entity" are currently negotiating with the company and the committees in an attempt to provide Point Blank with the financing, the report notes. DBR says that Point Blank's current bankruptcy loan -- provided by Steel Partners II LP -- is set to expire at the end of the year. Steel Partners has pushed for a sale of the company by December. A hearing on the proposed replacement financing will take place December 9. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Point Blank wanted U.S. Bankruptcy Judge Peter J. Walsh in Delaware to schedule an auction on Dec. 15 even though no buyer is yet under contract. Point Blank was seeking a $14 million minimum bid. Mr. Rochelle relates that the official shareholders' committee has been opposing sale, contending it has a backstopped and funded reorganization plan superior to a sale. The equity committee also said it has replacement financing to take over when the existing loan expires at year's end. At the Dec. 9 hearing, the judge will also consider Point Blank's motion to extend the exclusive right to propose a plan and a hearing on the motion to approve bidding procedures. About Point Blank Headquartered in Pompano Beach, Florida, Point Blank Solutions, Inc. -- http://www.pointblanksolutionsinc.com/-- designs and produces body armor systems for the U.S. Military, Government and law enforcement agencies, as well as select international markets. The Company maintains facilities in Pompano Beach, Florida, and Jacksboro, Tennessee. The Company's former chief executive officer and chief operating officer were convicted in September 2010 of orchestrating a $185 million fraud. Point Blank Solutions, formerly DHB Industries, filed for Chapter 11 protection on April 14, 2010 (Bankr. D. Del. Case No. 10-11255). Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to the Debtor. Olshan Grundman Frome Rosenweig & Wolosky LLP serves as corporate counsel. T. Scott Avila of CRG Partners Group LLC is the restructuring officer. Epiq Bankruptcy Solutions serves as claims and notice agent. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Equity Security Holders in the case. The Equity Committee has tapped Morrison Cohen LLP, and The Bayard, P.A., as counsel. Robert M. Hirsh, Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel to the Creditors Committee, and Frederick B. Rosner, Esq., and Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as co- counsel. PROTECTIVE PRODUCTS: Class Action Suit Commenced Against Ex-Staff ----------------------------------------------------------------- Investors seek millions in compensation, citing failures to make material disclosures and misrepresentations in relation to company's business and operations Investors who sold common shares of Protective Products of America, Inc. between August 14, 2009 up to and including January 13, 2010, and all investors holding PPA shares as of January 14, 2010 have launched a $120 million dollar class action suit against PPA's former directors and officers as well as the company's Florida-based investment bank, Farlie Turner & Co., and its affiliate Bayshore Partners, LLC. PPA's shares were publicly traded on the Toronto Stock Exchange until January 14, 2010, when trading was suspended following an announcement that the company had filed a voluntary assignment into bankruptcy in Florida for the purpose of selling substantially all of its assets to Protective Products Enterprises, an affiliate of private equity firm Sun Capital Partners. PPA was later delisted from the TSX on February 19, 2010. Prior to its bankruptcy filing, PPA was carrying on its business of designing and manufacturing concealable and tactical body armour. Its primary customers and target market included agencies of the U.S. Government such as the U.S. Marines and the U.S. Army. The Statement of Claim in the class action alleges that PPA's former directors and officers knowingly permitted negative misrepresentations and non-disclosure of positive material information about the company's business, operations, and capital, in order to depress its share price. PPA never disclosed, for instance, that the U.S. Army had awarded the company a contract on December 4, 2009, just over a month before the bankruptcy sale. Throughout 2008 and 2009, PPA had touted this U.S. Army contract as a highly valuable opportunity, potentially worth up to US$300,000,000. It is further alleged that PPA's directors and officers conspired with Farlie Turner and Bayshore Partners, to depress PPA's share price in order to take the company private for the benefit of certain defendants. PPA's artificially low share price hindered the company's prospects for refinancing and recapitalization and made it a more attractive target for private equity firms. The allegations raised in the claim have not yet been proven in court. The plaintiff and the prospective class members are represented by the firm of Rochon Genova LLP. About Protective Products Sunrise, Florida-based Protective Products of America, Inc., formerly known as Ceramic Protection Corporation -- http://www.protectiveproductsofamerica.com/-- engages in the design, manufacture and marketing of advanced products used to provide ballistic protection for personnel and vehicles in the military and law enforcement markets. The Company filed for Chapter 11 bankruptcy protection on January 13, 2010 (Bankr. S.D. Fla. Case No. 10-10711). The Company's affiliates -- PC Holding Corporation of America; Ceramic Protection Corporation of America; Protective Products International Corp.; and Protective Products of North Carolina, LLC -- also filed separate Chapter 11 petitions. Protective Products disclosed $86,678,781 in assets and $27,460,502 in liabilities as of the Petition Date. PURESPECTRUM INC: Incurs $2.16 Mil. Net Loss in Sept. 30 Quarter ---------------------------------------------------------------- PureSpectrum Inc. filed its quarterly report on Form 10-Q, reporting a net loss of $2.16 million on $11,603 of revenue for the three months ended Sept. 30, 2010, compared with a net loss of $864,980 on zero revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2010, showed $1.14 million in total assets, $2.75 million in total current liabilities, $363,350 in total long-term liabilities, and a stockholders' deficit of $1.97 million. A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?707b Savannah, Ga.-based PureSpectrum, Inc. (OTC: PSRU) -- http://www.purespectrumlighting.com/-- is engaged in the development, marketing, licensing, and contract manufacturing of lighting technology for use in residential, commercial, and industrial applications worldwide. RCLC INC: To File Monthly Reports In Lieu of 10-Q, 10-K ------------------------------------------------------- In light of its Chapter 11 filing in August, RCLC, Inc., has adopted a modified reporting program with respect to its reporting obligations under the federal securities laws. In lieu of filing annual reports on Form 10-K and quarterly reports on Form 10-Q, the Company will file current reports on Form 8-K to disclose its monthly operating reports required to be submitted to the Bankruptcy Court and material events relating to the bankruptcy proceedings, in accordance with the Securities Exchange Act Release No. 9660 (June 30, 1972) and the Securities and Exchange Commission's Legal Bulletin No. 2 (April 15, 1997). About RCLC Inc. RCLC, Inc., formerly known as Ronson Corporation, in Woodbridge, New Jersey, historically, has been engaged principally in these businesses -- Consumer Products; and Aviation-Fixed Wing and Helicopter Services. Trenton, New Jersey-based Ronson Aviation, Inc., filed for Chapter 11 protection on August 17, 2010 (Bankr. D. N.J. Case No. 10- 35315). The Debtor estimated its assets at $10 million to $50 million and its debts at $1 million to $10 million. Affiliates RCLC, Inc. (Bankr. D. N.J. Case No. 10-35313), and RCPC Liquidating Corporation (Bankr. D. N.J. Case No. 10-35318) filed separate Chapter 11 petitions on August 17, 2010, each estimating their assets at $1 million to $10 million and debts at $1 million to $10 million. The cases, along with RCLC, Inc.'s, are jointly administered, with RCLC, Inc., as the lead case. Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, assists the Debtors their restructuring effort. The Company's foreign subsidiary, RCC, Inc., formerly known as Ronson Corporation of Canada Ltd. is not included in the filing. REALOGY CORP: Launches Notes Exchange Offer to Improve Flexibility ------------------------------------------------------------------ Realogy Corporation commenced offers to exchange on November 30, 2010 with respect to its outstanding 10.50% Senior Notes due 2014, its outstanding 11.00%/11.75% Senior Toggle Notes due 2014 and its outstanding 12.375% Senior Subordinated Notes due 2015. The purpose of the Exchange Offers and Consent Solicitations is to provide the Company with a more flexible capital structure through the extension of maturities of its Existing Notes and by giving Eligible Holders who receive Convertible Notes the ability to exchange debt for equity in the future. Concurrently with the Exchange Offers, Realogy is soliciting consents from Eligible Holders to certain amendments to the indentures governing the Existing Notes to remove substantially all of the restrictive covenants and certain of the default provisions in the Existing Notes Indentures. Eligible Holders tendering Existing Notes in the Exchange Offers must also deliver consents to the Proposed Amendments with respect to such Existing Notes. Approval of the Proposed Amendments requires the consent of holders of at least a majority of the aggregate outstanding principal amount of each series of Existing Notes, not including Existing Notes held by affiliates of Realogy. The consummation of the Exchange Offers is not conditioned upon the receipt of the requisite consents to approve the Proposed Amendments, and Realogy may consummate the Exchange Offers without receiving the requisite consents with respect to one or more series of Existing Notes. Eligible Holders that validly tender, and do not withdraw, their Existing Notes at or prior to 5:00 p.m., New York City time, on December 13, 2010, will be eligible to receive the total consideration of, at the election of such Eligible Holder and subject to the Convertible Notes Limit and any resulting Proration: 1) $1,000 principal amount of New 11.50% Senior Cash Notes due 2017 or $1,000 principal amount of Series A Convertible Notes for each $1,000 principal amount of Existing Senior Cash Notes, 2) $1,000 principal amount of New 12.00% Senior Cash Notes due 2017 or $1,000 principal amount of Series B Convertible Notes for each $1,000 principal amount of Existing Senior Toggle Notes and 3) $1,000 principal amount of New 13.375% Senior Subordinated Notes due 2018 or $1,000 principal amount of Series C Convertible Notes for each $1,000 principal amount of Existing Senior Subordinated Notes. An Eligible Holder that validly tenders its Existing Notes in the Exchange Offers will be deemed to have delivered a consent with respect to such tendered Existing Notes pursuant to the Consent Solicitations. Tendered Existing Notes may not be withdrawn after the Consent Time. The Exchange Offers and Consent Solicitations are scheduled to expire at 5:00 p.m., New York City time, on December 29, 2010. Eligible Holders that validly tender their Existing Notes and deliver their consents after the Consent Time but at or prior to the Expiration Time will be eligible to receive only the exchange consideration of, at the election of such Eligible Holder and subject to the Convertible Notes Limit and any resulting Proration: 1) $950 principal amount of New 11.50% Senior Cash Notes or $950 principal amount of Series A Convertible Notes for each $1,000 principal amount of Existing Senior Cash Notes, 2) $950 principal amount of New 12.00% Senior Cash Notes or $950 principal amount of Series B Convertible Notes for each $1,000 principal amount of Existing Senior Toggle Notes and 3) $950 principal amount of New Senior Subordinated Notes or $950 principal amount of Series C Convertible Notes for each $1,000 principal amount of Existing Senior Subordinated Notes. Prior to the settlement date for the Exchange Offers, Domus Holdings Corp., a Delaware corporation and the indirect parent of Realogy will amend and restate its certificate of incorporation to reclassify all of its existing common stock into Class A Common Stock, par value $0.01 per share and Class B Common Stock, par value $0.01 per share. Shares of Class B Common Stock will have five votes per share and shares of Class A Common Stock will have one vote per share. The Convertible Notes will be convertible at any time at the option of the holders thereof, in whole or in part, into shares of Class A Common Stock at a conversion rate of i) 975.6098 shares of Class A Common Stock per $1,000 principal amount of Series A Convertible Notes and Series B Convertible Notes and ii) 926.7841 shares of Class A Common Stock per $1,000 principal amount of Series C Convertible Notes. The maximum aggregate principal amount of Existing Notes that may be tendered for Convertible Notes in the Exchange Offers is $2.2 billion. In the event that the aggregate principal amount of Existing Notes tendered for Convertible Notes exceeds the Convertible Notes Limit, Convertible Notes will only be issued in exchange for Existing Notes up to the Convertible Notes Limit and will be apportioned pro rata among all tendering eligible holders, to the extent they elected to receive Convertible Notes, based on the principal amount of Existing Notes tendered for Convertible Notes by such eligible holders. In the event of Proration, eligible holders that have elected to receive Convertible Notes will receive New 11.50% Senior Cash Notes, New 12.00% Senior Cash Notes or New Senior Subordinated Notes, as the case may be, for the portion of their corresponding tendered Existing Notes for which they will not receive Convertible Notes. An amount equal to the accrued and unpaid interest on each series of Existing Notes tendered in the Exchange Offers until, but not including, the settlement date for the Exchange Offers, will be paid to holders of record of the New Notes on the record date preceding the first interest payment date of the applicable series of New Notes in accordance with the terms of such New Notes. On November 30, 2010, Paulson & Co. Inc., on behalf of the several investment funds and accounts managed by it, Avenue Capital Management II, L.P., and investment funds managed by Apollo Management VI, L.P. or one of its affiliates, which collectively held as of such date approximately $1.95 billion aggregate principal amount of the Existing Notes, representing approximately 64% of the aggregate outstanding principal amount of the Existing Notes, entered into a support agreement with Realogy and Holdings. Pursuant to the Support Agreement: 1) Paulson and Apollo agreed to tender in the Exchange Offers all of their Existing Notes, plus any additional Existing Notes acquired by them through the Expiration Time, in exchange for Convertible Notes and 2) Avenue agreed to tender in the Exchange Offers approximately $250 million principal amount of its Existing Notes for Extended Maturity Notes and the remaining approximately $64 million principal amount of its Existing Notes for Convertible Notes, plus any additional Existing Notes acquired by Avenue through the Expiration Time, for either Convertible Notes or Extended Maturity Notes, at Avenue's option. The consummation of the Exchange Offers and the obligations of Paulson, Avenue and Apollo to tender their Existing Notes in the Exchange Offers are subject to certain terms and conditions set forth in the Support Agreement. About Realogy Corp. Realogy Corp. -- http://www.realogy.com/-- a global provider of real estate and relocation services with a diversified business model that includes real estate franchising, brokerage, relocation and title services. Realogy's world-renowned brands and business units include Better Homes and Gardens Real Estate, CENTURY 21, Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group, ERA, Sotheby's International Realty, NRT LLC, Cartus and Title Resource Group. Collectively, Realogy's franchise systems have around 15,000 offices and 270,000 sales associates doing business in 92 countries around the world. Headquartered in Parsippany, N.J., Realogy is owned by affiliates of Apollo Management, L.P., a leading private equity and capital markets investor. Realogy fully supports the principles of the Fair Housing Act. The Company's balance sheet at Sept. 30, 2010, showed $2.67 billion in total assets, $9.14 billion in total liabilities, and a stockholders' deficit of $981.0 million. Realogy carries a 'CC' corporate credit rating with a "developing" outlook from Standard & Poor's. S&P noted that leverage was high, at 15x at March 2010, although this was an improvement compared to 20x one year ago. Realogy has 'Caa2' corporate family and probability of default ratings, with negative outlook, from Moody's. Standard & Poor's Ratings Services said that upon consummation of Realogy Corp.'s proposed exchange offer announced, S&P's issue- level ratings on the company's 10.5% senior notes due 2014, 11.75% senior toggles notes due 2014, and 12.375% subordinated notes due 2015 would be lowered to 'D' from 'C'. Realogy's senior secured revolver, term loan, and synthetic LOC facilities would remain rated at 'CCC-', the company's senior secured second-lien term loan would remain rated at 'C', and the corporate credit rating will remain at 'CC' during and following the completion of the exchange. REGAL ENTERTAINMENT: Declares $1.4 Per Share Cash Dividend ---------------------------------------------------------- Regal Entertainment Group declared an extraordinary cash dividend of $1.40 per Class A and Class B common share, payable on December 30, 2010, to stockholders of record on December 20, 2010. Regal's Board of Directors also announced its intention to increase Regal's quarterly dividend by 17% to $0.21 per share beginning with the dividend the Company intends to declare during the first quarter of 2011. The Company intends to pay a regular quarterly dividend for the foreseeable future at the discretion of the Board of Directors depending on available cash, anticipated cash needs, overall financial condition, loan agreement restrictions, future prospects for earnings and cash flows as well as other relevant factors. "Regal is pleased to announce the extraordinary dividend of $1.40 per share of Class A and Class B common stock," stated Amy Miles, CEO of Regal Entertainment Group. "In addition, our intention to increase our regular quarterly dividend to $0.21 per share illustrates our belief in the Company's ability to generate significant free cash flow and our commitment to providing value to our stockholders," Ms. Miles continued. The announcements will not affect the previously announced dividend of $0.18 per Class A and Class B common share, payable on December 17, 2010, to stockholders of record on December 8, 2010. About Regal Entertainment Group Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE: RGC) -- http://www.REGmovies.com/-- is the largest motion picture exhibitor in the world. Regal's theatre circuit, comprising Regal Cinemas, United Artists Theatres and Edwards Theatres, operates 6,739 screens in 545 locations in 38 states and the District of Columbia. Regal operates theatres in 43 of the top 50 U.S. designated market areas. * * * The Company's balance sheet at Sept. 30, 2010, showed $2.67 billion in total assets, $2.94 billion in total liabilities, and a stockholder's deficit of $267.3 million. Regal Entertainment carries 'B1' corporate family and probability of default ratings from Moody's Investors Service, 'B+' issuer default rating from Fitch Ratings, and 'B+' corporate credit rating from Standard & Poor's Ratings Services. REGAL ENTERTAINMENT: Special Dividend Won't Affect Fitch's Ratings ------------------------------------------------------------------ Fitch Ratings reports that the ratings of Regal Entertainment Group and Regal Cinemas Corporation will be unaffected by RGC's announcement of a special dividend and a 17% increase to its quarterly dividend. Regal Cinemas is an indirectly wholly owned subsidiary of RGC. RGC announced that it is declaring an extraordinary cash dividend of $1.40 per share, which totals approximately $216 million and is payable on Dec. 30, 2010. Further, RGC increased its quarterly cash dividend by 17% to $0.21 per share, representing annual dividend cash outflow of approximately $130 million and payable beginning in the first quarter of 2011. While the special dividend is a meaningful drain on liquidity, it is accommodated within RGC's current ratings. Fitch believes that the company will continue to focus free cash flow deployment toward build-out of theaters, acquisition of theater assets and/or for shareholder- friendly activities. However, while not anticipated, a debt- financed material acquisition or return of capital to shareholders that would raise the unadjusted gross leverage beyond 4.5 times could have a negative impact on the rating. As of Sept. 30, 2010, liquidity was made up of $414 million in cash and $82 million in credit facility availability (reduced by $3 million in letters of credit), under the company's $85 million revolving credit facility due May 2015. Fitch expects the special dividend will be funded with cash on the balance sheet. As of the end of the third quarter, RGC is still in the process of retiring the convertible senior notes due 2011 and senior subordinated notes due 2012, and as such, approximately $156 million of the $414 million on the balance sheet is expected to be deployed for these debt repayments. There are no significant maturities until 2016. Incorporating the dividend increase, Fitch expects FCF for 2011 to be in the range of approximately $60 million-$100 million. Pro-forma for the full redemption of the senior convertible notes and senior subordinated notes, total debt as of Sept. 30, 2010 was approximately $2 billion, and lease-adjusted gross leverage, based on Fitch's calculations was 5.0x (unadjusted gross leverage was at 4.0x). Fitch expects unadjusted gross leverage to gradually decline over the next few years, but remain above 3.5x. The ratings continue to reflect these key considerations: -- RGC's size and position as the largest domestic movie exhibitor, with 6,723 screens in 542 theaters. Fitch expects the company to continue to improve its relatively modern theater circuit in a disciplined manner. The ratings also reflect solid geographic diversity and relatively stable operating performance. -- Fitch believes movie exhibition will continue to be a key promotion window for the movie studios biggest/most profitable releases. -- In the near term, Fitch expects box office revenue for 2011 to be fueled by the premium pricing charged on 3-D films as major 3-D films continue to be released, along with the growing capacity of 3-D capable screens. However, Fitch continues to expect that the movie exhibitor industry will be challenged in growing attendance and any potential attendance declines will offset some of the growth in average ticket prices. Fitch expects that the announced 2011 films (which include several releases from Marvel and DC Comics, as well as nine sequels) will be able to draw sufficient attendance to maintain current attendance levels or at least keep declines in the 1% to 2% range. -- Fitch notes that concession revenues have remained relatively stable despite the weak economic conditions. While Fitch does not anticipate a significant decline in concession per patron, Fitch remains cautious that high margin concessions (which represent approximately 27% of RGC's total revenues and carry 86% gross margins), may be vulnerable to reduced per-guest concession spending due to cyclical factors or a re-acceleration of commodity prices. -- The ratings also incorporate the intermediate/long-term risks associated with increased competition from at-home entertainment media, limited control over revenue trends, the pressure on film distribution windows, increasing indirect competition from other distribution channels (such as DVD, VOD, and the Internet), and high operating leverage (which could make theater operators FCF negative during periods of reduced attendance). In addition, RGC and its peers rely on the quality, quantity, and timing of movie product, all factors out of management's control. Fitch currently rates RGC and Regal: RGC -- Issuer Default Rating 'B+'; -- Senior unsecured notes 'B-/RR6'. Regal Cinemas -- IDR 'B+'; -- Senior secured credit facility 'BB+/RR1'; -- Senior unsecured notes 'B+/RR4'. RENFRO CORPORATION: Loan Upsizing Won't Affect Moody's B2 Rating ---------------------------------------------------------------- Moody's Investors Service commented that the proposed $55 million upsize of the term loan of Renfro Corporation does not impact its B2 corporate family rating, the B2 rating on its secured term loan, or its stable outlook. Moody's expects the company to use proceeds to fund an acquisition. Headquartered in Mount Airy, North Carolina, Renfro Corporation designs, manufactures, and sells socks primarily within the United States, Canada, Mexico and Europe. Its annual revenue is approximately $400 million. RIDGEFIELDS COUNTY: First Community's $2.57-Mil. Tops Auction ------------------------------------------------------------- Matthew Lane at timesnews.net reports that First Community Bank is the new owner of Ridgefields Country Club. The Bank made the highest bid of $2.57 million for the Club's assets. Ridgefields Country Club Properties, Inc., and Ridgefields Country Club, Inc., filed for Chapter 11 bankruptcy protection on Dec. 17, 2009 (Bankr. E.D. Tenn. Case Nos. 09-53418 and 09-53417). Judge Marcia Phillips Parsons precedes the case. Dean B. Farmer, Esq., at Hodges, Doughty & Carson PLLC, represents the Debtors in their restructuring efforts. The Debtors listed both assets and debts of between $1 million and $10 million. RIVIERA HOLDINGS: Emerges From Chapter 11 Protection ---------------------------------------------------- BankruptcyData.com reports that Riviera Holdings' Second Amended Joint Plan of Reorganization became effective, and the Company emerged from Chapter 11 protection. BData says that under the Plan, which the Court confirmed on November 17, 2010, nearly $280 million in debt will be replaced with a $50 million loan. Creditors will receive new stock relative to what they are owed, and holders of current stock will receive nothing. A total of $10 million in working capital will come from the new owners, along with $20 million in loans to cover investments in the Las Vegas hotel. About Riviera Holdings Riviera Holdings Corporation, through its wholly owned subsidiary, Riviera Operating Corporation, owns and operates the Riviera Hotel & Casino located in Las Vegas, Nevada, which consists of a hotel comprised of five towers with 2,075 guest rooms, including 177 suites, and which has traditional Las Vegas-style gaming, entertainment and other amenities. In addition, Riviera Holdings, through its wholly-owned subsidiary, Riviera Black Hawk, Inc., owns and operates the Riviera Black Hawk Casino, a casino in Black Hawk, Colorado and has various non-gaming amenities, including parking, buffet-styled restaurant, delicatessen, a casino bar and a ballroom. Riviera Holdings together with the two affiliates filed for Chapter 11 on July 12, 2010 in Las Vegas, Nevada (Bankr. D. Nev. Case No. 10-22910). Riviera Holdings estimated assets and debts of $100 million to $500 million in its petition. Thomas H. Fell, Esq., at Gordon Silver, represents the Debtors in the Chapter 11 cases. XRoads Solutions Group, LLC, is the financial and restructuring advisor. Garden City Group Inc. is the claims and notice agent. SIG ILLING: Case Summary & 10 Largest Unsecured Creditors --------------------------------------------------------- Joint Debtors: Sig A. Illing Gayle C. Illing 1834 Drakestone Nichols Hills, OK 73120-4716 Bankruptcy Case No.: 10-17269 Chapter 11 Petition Date: December 2, 2010 Court: U.S. Bankruptcy Court Western District of Oklahoma (Oklahoma City) Judge: T.M. Weaver Debtors' Counsel: Herbert M. Graves, Esq. HERBERT M. GRAVES PLLC 6440 Avondale Drive, Suite 211 Oklahoma City, OK 73116 Tel: (405) 418-2095 Fax: (405) 842-0079 E-mail: herbert.graves@thegraveslawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Joint Debtors' 10 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/okwb10-17269.pdf SKILLED HEALTHCARE: Court Okays $62.8MM Class Action Settlement --------------------------------------------------------------- LawyersandSettlements.com reports that a $62.8 million settlement has been approved by the Humboldt Superior Court in the class action lawsuit against Skilled Healthcare Nursing Homes. The suit alleged that the company filed to provide sufficient staffing levels for its patients at all 22 of its facilities. LawyersandSettlements.com says up to $26 million of the settlement is expected to go to individuals represented by the class action lawsuit. The lawyer representing the plaintiffs said his office has received about 4,000 claims since it distributed news of the settlement over one month ago. As part of the settlement, Skilled Healthcare will pay $12.8 million to comply with an injunction that requires the company to maintain state-mandated staffing levels, which is 3.2 nursing hours per patient day. The injunction, which will be in effect for two years, allows a third-party monitor to inspect each facility involved in the lawsuit for compliance with staffing requirements. If the facilities maintain compliance for 18 months the injunction could be reduced. Individuals represented by the class-action lawsuit have until January 5, 2011 to file claims. About Skilled Healthcare Group Skilled Healthcare Group, Inc. -- http://www.skilledhealthcaregroup.com/-- based in Foothill Ranch, California, operates long-term care facilities and provides a variety of post-acute care services. The Company operates skilled nursing facilities, assisted living facilities, hospice and home health locations. Further, the Company provides ancillary services such as physical, occupational and speech therapy in its facilities and unaffiliated facilities and is a member of a joint venture providing institutional pharmacy services in Texas. Skilled Healthcare recognized revenues of approximately $761 million for the trailing 12-month period ended March 31, 2010. On July 7, 2010, the company announced that a jury in Humboldt County, California returned a verdict against the Company with initial damages awarded to plaintiffs amounting to $671 million. Reportedly, the $671 million is composed of $613 million in statutory damages and $58 million in restitutionary damages. The case related to a California statute that requires nursing homes to maintain 3.2 nursing hours per patient per day. The total damages were assessed at a rate of $500 per-patient per-day that the 22 nursing facilities involved in the suit were in violation of the law. According to Bloomberg, the Company's revenue of $759.8 million in 2009 resulted in a net loss of $133.2 million. For the first quarter of 2010, the Company's net income was $8.9 million on revenue of $189.3 million. The balance sheet at March 31 showed current assets of $131.4 million among total assets of $859 million. Current liabilities were $91.7 million. Total liabilities were $574.7 million. Following the verdict, S&P lowered the Company's corporate credit rating to 'CCC' from 'B+'. The Company carries a 'B2' corporate family rating, under review for downgrade, from Moody's Investors Service. As reported by the Troubled Company Reporter on October 14, 2010, Standard & Poor's Ratings Services raised the corporate credit rating on Skilled Healthcare Group to 'B' from 'CCC'. S&P also raised the other ratings on the Compoany. "The rating actions reflect S&P's opinion regarding the settlement of a lawsuit against the company that eliminated the overhang regarding the risks to the future survival of the company as a result of the original $671 million jury verdict," said Standard & Poor's credit analyst David Peknay. SMILE BRANDS: S&P Assigns Corporate Credit Rating at 'B' -------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its preliminary 'B' corporate credit rating to Irvine, California- based Smile Brands Group Inc. The rating outlook is stable. At the same time, S&P assigned the company's proposed $240 million senior secured term loan due 2017 and $35 million revolving credit agreement due 2015 a preliminary rating of 'B' (the same as the corporate credit rating). S&P also assigned this debt a preliminary recovery rating of '3', indicating S&P's expectation of meaningful (50%-70%) recovery for lenders in the event of a payment default. "Our low speculative-grade rating on Smile Brands reflects the company's weak business profile and high financial leverage," said Standard & Poor's credit analyst Gail Hessol. Pro forma for the transaction as of Dec. 31, 2010, S&P estimates debt to EBITDA (adjusted to capitalize operating leases and including holding company debt) to be approximately 6.8x. SPEEDSTAR ACQUISITION: Moody's Assigns 'Ba3' Rating on Loan ----------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Speedstar Acquisition Corporation's proposed $290 million first lien senior secured credit facilities and a B3 rating on its proposed $135 million second lien term loan. In addition, Moody's assigned Speedstar Acquisition a B1 Corporate Family Rating and Probability of Default Rating. The outlook is stable. Ratings Rationale Proceeds from the proposed credit facilities along with common equity contributed by Friedman Fleischer & Lowe, LLC will be used to fund the acquisition of Transtar Holding Company. Upon consummation of the acquisition, Speedstar Acquisition will be merged with and into Transtar, with Transtar being the surviving entity and obligor under the credit facilities. Upon the successful completion of the transaction, Moody's will change the name of Speedstar Acquisition to Transtar Holding Company. Moody's ratings are subject to receipt and review of final documentation. The B1 Corporate Family Rating reflects Transtar's high pro forma debt load associated with the acquisition by FFL, and resultant weak credit metrics. Pro forma leverage for the latest twelve month period ending September 30, 2010, will be about 5.5 times. While acknowledging Transtar's leading position in the highly fragmented automotive aftermarket driveline parts and components market, the rating is constrained by its modest size compared to the broader automotive replacement part supplier/retailer peer group. However, the rating is supported by the relative stable demand for automotive aftermarket driveline parts and components. Longer- term industry fundamentals are good due to the increasing the number of vehicles on the road, the higher number of miles driven and average age of vehicles. All of these factors have caused a steady increases in transmission repair and replacement volume over the past ten years. Although sometimes deferrable, replacement of these components is often non-discretionary. The rating is also supported by the company's national footprint, diverse customer base, and broad transmission part and component offering. When coupled with cost cutting efforts, these factors enable the company to leverage costs over higher volume than many competitors, driving uncharacteristically high margins for a distribution company. In addition, Transtar's liquidity is good, supported by the expectation that positive cash flow generation will fund cash needs over the next twelve months. The stable outlook reflects Moody's expectation that Transtar will experience ongoing growth in revenue and earnings, while maintaining good liquidity. Moody's also expects that Transtar will make small, bolt-on acquisitions to augment organic growth, but that free cash flow will remain positive and be used for debt reduction, reducing debt/EBITDA below 5.0 times by the end of 2011. Although unlikely in the very near term, a ratings upgrade could be triggered by sustained growth in revenue and earnings while maintaining good liquidity. The company would also need to demonstrate the willingness to sustain a conservative financial policy, including the use of free cash flow for debt reduction. Specifically, an upgrade would require debt/EBITDA sustained below 4.5 times and EBITA/interest over 2.25 times. Conversely, a ratings downgrade could be triggered by material deterioration in operating performance, more aggressive financial policies such as dividends or large acquisitions outside of expectations, or a deterioration in liquidity. Specifically, a downgrade could stem from failure to reduce debt/EBITDA below 5.0 times by the end of 2011, or if EBITA/interest falls near 1.5 times. New ratings assigned: -- Corporate Family Rating at B1 -- Probability of Default Rating at B1 -- $50 million first lien revolving credit facility expiring 2015 at Ba3 (LGD 3, 33%) -- $240 million first lien term loan due 2016 at Ba3 (LGD 3, 33%) -- $135 million second lien term loan due 2017 at B3 (LGD 5, 85%) The ratings outlook is stable This is an initial rating for Speedstar Acquisition Speedstar Acquisition's ratings were also assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, the company's (i) business risk and competitive position compared with others within the industry; (ii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against other issuers both within and outside Speedstar Acquisition's core industry and believes the company's ratings are comparable to those of other issuers with similar credit risk. Transtar Holding Company is a worldwide distributor of automotive aftermarket driveline replacement parts, kits and components sold to the transmission repair and remanufacturing market. The company also supplies autobody refinishing products to professional aftermarket automotive refinishers and autobody repair shops. Net revenue for the latest twelve month period ended September 30, 2010, was around $500 million. STARK CERAMICS: Court Says American First's Lien Not Avoidable -------------------------------------------------------------- The Hon. Russ Kendig granted a summary judgment motion filed by American First Federal Inc. in the adversary proceeding initiated by David O. Simon, the Chapter 7 trustee of Stark Ceramics, Inc. The dispute between American First and the Trustee centers on a judgment lien filed by American First on April 24, 2006. The Trustee sued to avoid the lien as a preferential transfer under Section 547 of the Bankruptcy Code. American First opposes, arguing that the lien is not subject to challenge per the terms of a cash collateral order entered during the Chapter 11 phase of the case. American First also asserts the Trustee waived the right to contest the lien as a preference through the Debtor's assent that the lien was not avoidable. Judge Kendig noted that during the pendency of the Chapter 11 case, it is clear that the parties to the cash collateral order knew of the ability to challenge American First's lien. The cash collateral order states the specific Bankruptcy Code provisions that will not be available to attack the lien. Additionally, the unsecured creditors committee was provided extra time to institute a challenge of the lien. These facts, Judge Kendig pointed out, indicate the Debtor and the creditors' committee knew the lien could be challenged. Thus, at the time the cash collateral order was signed, the right to pursue a claim for avoidance existed and was known, he stated. Judge Kendig held that the court cannot conceive of any interpretation but that the intent was to waive avoidance rights in order to secure the cash collateral financing and provide a reorganization opportunity. In light of the assumption that a chapter 7 trustee can be bound by a cash collateral order, the cash collateral order's specific statements addressing avoidance actions, and the clear intent to relinquish the right to pursue avoidance of the lien, Judge Kendig found that American First has demonstrated a valid waiver defense. The case is David O. Simon, v. American First Federal Inc., Adv. Pro. No. 07-6259 (Bankr. N.D. Ohio). A copy of the Court's Memorandum Opinion, dated November 12, 2010, is available at http://is.gd/i4oA5from Leagle.com. Based in Canton, Ohio, Stark Ceramics, Inc. -- http://www.starkceramics.com/-- manufactured structural ceramic masonry, and was the world's largest producer of Structural Glazed Facing Tile for interiors. Stark Ceramics commenced a Chapter 11 case (Bankr. N.D. Ohio Case No. 06-61101) on June 29, 2006. The case was later converted to a case under Chapter 7 on March 27, 2007. Richard G. Zellers, Esq., at Luckhart, Mumaw, Zellers & Robinson, served as Chapter 11 counsel to the Debtor. In its Chapter 11 petition, the Debtor estimated $1 million to $10 million in both assets and debts. STILLWATER MINING: Acquires All Outstanding Shares of Marathon ------------------------------------------------------------------ Stillwater Mining Company completed the acquisition of Marathon PGM Corporation. As a result, Stillwater acquired all outstanding shares of Marathon PGM pursuant to a plan of arrangement under the Canada Business Corporations Act. The transaction was previously overwhelmingly approved by 99.98% of the Marathon PGM shareholders who voted in respect of the arrangement, was subsequently approved by the Ontario Superior Court of Justice and then received ministerial approval under the Investment Canada Act. Each common share of Marathon PGM has been exchanged for 0.112 common shares of Stillwater, C$1.775 cash and 0.5 common shares of Marathon Gold Corporation which will start trading at the opening of trading on December 3, 2010. Registered shareholders should follow the instructions in Marathon PGM's information circular dated October 15, 2010 in order to obtain the cash and the certificates representing the shares. The common shares of Marathon PGM will be delisted from the Toronto Stock Exchange at the close of trading on December 2, 2010. Commenting upon completion of the acquisition, Frank McAllister, Stillwater's Chairman and Chief Executive Officer, noted, "The Marathon PGM/Copper Project will ensure Stillwater remains North America's leading PGM producer. Further, we have long recognized geographical and commodity diversification as important to our growth. The Project's location in Northwest Ontario, Canada and its copper resources fit nicely into this strategy." Mr. McAllister continued, "With the transaction complete we look forward to working with the communities in and around Marathon, Ontario and with governmental authorities in moving the Project forward through environmental permitting to subsequent engineering and project development." "We have achieved our biggest milestone to date with the closing of this transaction. Marathon's team has worked diligently over the years and it has benefitted all of our employees and shareholders. Every person involved with the project directly contributed to its success. We are at an exciting time as we look forward to the launching of Marathon Gold and are ready to get to work replicating our success," said Phillip Walford, President and CEO of Marathon PGM. About Marathon PGM In September 2010, Stillwater Mining Company and Marathon PGM announced an acquisition agreement with Stillwater acquiring Marathon's platinum group assets and Marathon spinning out its gold assets to its subsidiary Marathon Gold Corporation. After the spin out, the Valentine Lake Gold Project will be the main focus of resource development while the Finger Pond and Baie Verte Projects will be exploration properties of Marathon Gold. Information on Marathon can be found at its Web site: http://www.marathonpgm.com/ About Stillwater Mining Billings, Montana-based Stillwater Mining Company -- http://www.stillwatermining.com/-- is the only U.S. producer of palladium and platinum and is the largest primary producer of platinum group metals outside of South Africa and Russia. The Company's shares are traded on the New York Stock Exchange under the symbol "SWC." The Company's balance sheet at Sept 30, 2010, showed $778.23 million in total assets, $287.90 million in total liabilities, and stockholders' equity of $490.33 million. Stillwater carries 'Caa1' corporate family and probability of default ratings, with 'stable' outlook, from Moody's Investors Service. It has 'B' issuer credit ratings from Standard & Poor's. SUMMIT MATERIALS: Moody's Assigns 'B2' Rating on $425 Mil. Loan --------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Summit Materials Companies I, LLC's proposed $425 million senior secured term loan due 2015, and incremental $25 million revolving credit facility due 2015. In addition, Moody's affirmed the company's B2 Corporate Family Rating, B3 Probability of Default Rating, and the B2 rating on its existing $50 million revolver due 2014. The ratings on its existing $240 million term loan will be withdrawn once the facility is repaid. The rating outlook is stable. These ratings were assigned: -- $425 million senior secured term loan due 2015, assigned B2, LGD-3, 35% -- $25 million incremental revolving credit facility due 2015, assigned B2, LGD-3, 35% These ratings were affirmed: -- Corporate family rating, affirmed B2 -- Probability of default rating, affirmed B3 -- $50 million existing revolving credit facility due 2014, affirmed B2, LGD-3, 35%. Ratings Rationale The B2 Corporate Family and B3 Probability of Default ratings balance the company's small scale, limited geographic diversification, and prospective acquisition, integration, and execution risks against the company's experienced management team, reasonable credit metrics, and likely equity support for acquisitions from its majority owner, Blackstone. The ratings presume that Summit proves able to integrate and operate the businesses it has acquired in 2010. The company's acquisition driven growth strategy presents a range of credit risks in the near term, including potential changes in the balance of its capital structure, and integration and execution risks. However, over a longer time horizon, if well executed, the plan will help the company build scale and improve its risk profile, particularly if it continues to utilize a prudent mixture of equity and debt funding. The stable outlook is supported by improved scale and geographic diversification that results from a spate of recent acquisitions, and balances against increased indebtedness. The stable outlook presumes that the company will maintain its relatively modest financial leverage profile even as it seeks further acquisition driven growth by focusing on reasonably priced acquisition opportunities and funding a portion of the acquisitions with equity provided by its majority owner. The stable outlook also anticipates that management will prove able to efficiently integrate and operate newly acquired properties. If the company succeeds in building scale, successfully integrates acquisitions, and maintains healthy organic ("same-store") operating performance and modest financial leverage characteristics, the rating would likely be upgraded. If the company failed to maintain is currently modest financial leverage profile as it pursues acquisitions, or its organic operating performance declined sharply due to economic weakness or management missteps the rating would likely be lowered. Summit Materials, headquartered in Washington D.C. is a manufacturer of asphalt, building aggregates and other building materials. SUMMIT MATERIALS: S&P Affirms 'BB-' Corporate Credit Rating ----------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB-' corporate credit rating on Washington, D.C.-based Summit Materials Cos. I LLC. The rating outlook is stable. At the same time, S&P assigned a 'BB-' (the same as the corporate credit rating) issue-level rating to the company's proposed senior secured bank credit facilities, which are expected to consist of a $75 million revolving credit facility and a $425 million term loan due 2015. The recovery rating is '3', which indicates S&P's expectation that lenders can expect to achieve meaningful (50%- 70%) recovery in the event of a payment default. "The ratings affirmation reflects Summit's continued execution of an acquisition strategy that has increased the company's size, profitability, and geographic diversity while maintaining credit measures that are in line with what S&P would consider to be consistent with a 'BB-' rating given its weak business risk profile," said Standard & Poor's credit analyst Thomas Nadramia. S&P believes this trend will continue, albeit with the company employing somewhat higher leverage than S&P previously expected, with the company still making use of significant equity investment funds remaining through the company's equity sponsors, Blackstone and Silverhawk, for the pursuit of future potential acquisitions. S&P expects pro forma adjusted leverage for the company (not adjusted for the EBITDA associated with acquisitions) of around 4x or less going forward. The stable rating outlook reflects S&P's expectation that end- market demand for Summit's asphalt paving and aggregates products will not decline materially over the next 12 months because infrastructure spending will likely remain flat or post a modest increase, offsetting further declines in nonresidential construction activity. As a result, credit metrics are likely to remain in line with the rating given the company's weak business profile, with pro forma leverage likely remaining around 4x or less. SUNOCO INC: Fitch Affirms Ratings on Subordinated Notes at 'BB+' ---------------------------------------------------------------- Fitch Ratings has affirmed the long-term Issuer Default Rating, and all senior unsecured ratings of Sunoco, Inc., at 'BBB-', the company's subordinated notes at 'BB+', and commercial paper and short-term IDR at 'F3' but revised the company's Rating Outlook to Negative from Stable. Fitch has affirmed these Sunoco debt ratings: -- Issuer Default Rating at 'BBB-'; -- Senior Unsecured Credit Facility at 'BBB-'; -- Senior Unsecured Debt at 'BBB-'; -- Subordinated Notes at 'BB+' -- Commercial Paper at 'F3'; -- Short-Term IDR at 'F3'. The Negative Outlook follows the company's announcement that it would sell its 170,000 bpd Toledo refinery to a subsidiary of PBF Holding Company, LLC, for approximately $400 million plus working capital and other adjustments. This was preceded by the earlier sale of Sunoco's 85,000 bpd Tulsa, OK refinery and the 2009 disposal of its 150,000 bpd Eagle Point refinery. Completion of the Toledo transaction is expected in the first quarter of 2011. Following the sale of Toledo, the company will have aggregate refining capacity of approximately 505,000 bpd, a little over half of the 910,000 bpd capacity it had a few years ago. Fitch believes that the sale of additional capacity is also a future possibility, including the Marcus Hook, PA refinery, which has a meaningful portion of mandatory EPA Consent Decree capital expenditures associated with it. While the reduction to a two-refinery system will not necessarily result in a downgrade for the company given Sunoco's diversification into other, more stable businesses like logistics and retail, the asset sales have heightened uncertainty about what Sunoco's ultimate capital structure and asset profile will look like, how much of the cash proceeds management will allocate to debt repayment, and what kind of future pressure could be placed on the balance sheet to fast-track growth at remaining core businesses. The potential for increasing structural subordination of Sunoco debt is also a concern as debt levels continue to rise at Sunoco Logistics Partners L.P. and assets and cash flows outside of SXL continue to decline in line with asset dispositions. Sunoco's latest refining sale follows earlier disposals in chemicals, as well as the future expected spin-off of the coke business in 2011. Sunoco's recent financial performance has been good. As calculated by Fitch, for the LTM ending Sept. 30, 2010, the company generated EBITDA of $1 billion, more than double the LTM levels seen at in the first quarter of this year, yielding unadjusted debt to EBITDA of approximately 2.5x versus levels as high as 5.1x as of the first quarter. Sunoco's FFO-interest coverage climbed to 8.2x from 4.2x seen at year end 2009, while Sunoco's free cash flow for this period totaled $657 million. Note that the above leverage figures are not adjusted for SXL' $1.1 billion of debt, which is fully consolidated on Sunoco's balance sheet due to the parent's ownership of SXL' General Partner stake despite Sunoco's 31% stake ownership. Fitch expects that Sunoco will be FCF negative in 2011, including estimated growth capital. Sunoco's liquidity was very robust at Sept. 30, 2010, and totaled $2.9 billion, including $1.13 billion of cash and equivalents and high availability on its revolvers and accounts receivable securitization facility. Key revolver financial covenants include a minimum tangible net worth requirement and a maximum consolidated net-debt-to-capitalization ratio of 60%, both of which had ample headroom at Sept. 30, 2010. Pending maturities are manageable and include $177 million 6.75% note due April 2011, $7.3 million 2012 notes due 2012, and $250 million 4.875% note due 2014. Sunoco's ratings are supported by the company's remaining refining assets; strong market position in the Northeast; diversified portfolio of non-refining businesses especially logistics and retail; and historically conservative credit profile. Catalysts for future negative ratings actions include additional reductions in refining capacity, a major leveraging transaction, or failure to re-size leverage in line with Sunoco's smaller go-forward asset base. Catalysts for positive rating actions include increased visibility on the company's long-term capital structure and debt reductions that are consistent with the company's ultimate business profile. Sunoco is an independent petroleum refiner and marketer in the United State with a series of diversified non-refining businesses. The company's retail presence includes approximately 4,800 branded outlets in 23 states and refineries with a combined crude oil processing capacity of 675,000 bpd along the East Coast and in the Midwest. The company also operates coke-making facilities in Virginia, Ohio, Indiana, and Brazil and owns approximately 31% of SXL, including the 2% GP stake. Sunoco also produces chemical intermediates. SUNRISE SENIOR: Contract With CEO Extended Until 2012 ----------------------------------------------------- On December 1, 2010, Sunrise Senior Living Inc. entered into an Amended and Restated Employment Agreement with Mark Ordan, the Company's Chief Executive Officer. The Restated Agreement was effective as of December 1, 2010 and was approved by the Compensation Committee of the Board of Directors on November 30, 2010. The Restated Agreement has substantially the same terms and conditions as Mr. Ordan's original employment agreement which was effective as of November 1, 2008. Pursuant to the Restated Agreement, Mr. Ordan's employment term has been extended from November 1, 2011 to December 1, 2012, with automatic one-year renewals at the end of that term and each year thereafter unless either party otherwise provides notice to the other at least 120 days prior to the next renewal. In connection with the execution of the Restated Agreement, the Compensation Committee granted Mr. Ordan, on December 1, 2010, an option to purchase one million shares of the Company's common stock at $3.94 per share, the closing price of the Company's common stock on December 1, 2010, with such Re-Signing Options vesting ratably on each of December 1, 2011, 2012 and 2013 so long as Mr. Ordan continues to be employed with the Company on such vesting date. In addition, within 14 days of the execution of the Restated Agreement, Mr. Ordan will receive from the Company a cash re-signing bonus of $3 million. In consideration for the Re-Signing Options and the Re-Signing Bonus, under the Restated Agreement, Mr. Ordan may terminate his employment prior to December 1, 2012 only with "Good Reason" or with the express written consent of the Board of Directors of the Company. In the event that Mr. Ordan terminates his employment for any other reason prior to December 1, 2012, he will be considered in breach of the Restated Agreement and will forfeit the Re-Signing Bonus. In addition, in the event that Mr. Ordan terminates his employment as a result of a Consensual Resignation, he will forfeit either all or two-thirds of the Re-Signing Options. The goal of these provisions is to ensure, to the extent practicable, that the Company will retain the services of Mr. Ordan for at least the next two years. The Restated Agreement also eliminates the "golden parachute" excise tax gross-up provision that was included in Mr. Ordan's original employment agreement. The Re-Signing Options have a term of 10 years. In the event that Mr. Ordan's employment is terminated: i) by reason of his death or "Disability", ii) by the Company other than for "Cause" or iii) by Mr. Ordan for "Good Reason" on or after December 1, 2012, Mr. Ordan's Re-Signing Options will vest in full. If a severance-qualifying termination occurs prior to December 1, 2012, one-third of the unvested portion of Mr. Ordan's Re-Signing Options will vest plus a pro-rata portion of an additional one- third of the unvested Re-Signing Options will vest for the vesting year in which Mr. Ordan's termination occurs. In addition, in the event that Mr. Ordan's employment is terminated by the Company other than for "Cause" or by Mr. Ordan for "Good Reason" either: i) within two years following a Change in Control or ii) prior to a Change in Control, but after the execution of a definitive agreement providing for such a Change in Control and such termination arose in connection with or in anticipation of such Change in Control, then all of the Re-Signing Options will vest in full. Hay Group is serving as compensation consultants to the Compensation Committee. About Sunrise Senior McLean, Va.-based Sunrise Senior Living, Inc. (NYSE: SRZ) -- http://www.sunriseseniorliving.com/-- is a provider of senior living services in the United States, Canada, the United Kingdom and Germany. At June 30, 2010, the Company operated 356 communities, including 307 communities in the United States, 15 communities in Canada, seven communities in Germany and 27 communities in the United Kingdom, with a total unit capacity of roughly 35,400. As reported in the Troubled Company Reporter of March 3, 2010, Ernst & Young LLP, in McLean Va., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company cannot borrow under its bank credit facility and the Company has significant debt maturing in 2010 which it does not have the ability to repay. TAYLOR-WHARTON: Court Dismisses Complaint v. Harsco, et al. ----------------------------------------------------------- The Hon. Brendan Linehan Shannon dismissed an adversary complaint Taylor-Wharton International and its debtor affiliates commenced against Winford Charles and Blasingame, Harry Franklin and Terri Linn Brook, and Harsco Corporation. The Blasingame Plaintiffs and Harsco sought dismissal of the Debtors' Complaint for failure to state a claim upon which relief can be granted. The Complaint asserts that a previously entered Court Rejection Order excuses the Debtors from obligations under a purchase agreement with Harsco. Before filing for bankruptcy, the Debtors entered into a deal to purchase substantially all of Harsco's gas services business assets. The deal provided that the Debtors assumed all liabilities to accidents that occur after the closing of the Purchase Agreement caused by products manufactured by Harsco. In June 2010, the Court authorized the Debtors to reject certain contracts, including the Harsco Agreement. The Blasingame Plaintiffs sued one of the Debtor entities before the filing of the bankruptcy cases for liability in a 2008 propane explosion. That lawsuit, filed in an Alabama district court, was subsequently dismissed, without prejudice. Judge Shannon ruled that the enforceability of the Debtors' assumption of liability is not affected by the Debtors' rejection of the Harsco Agreement. Judge Shannon held that dismissal of the Debtors' Complaint is appropriate and warranted. A copy of the Court's Opinion, dated November 23, 2010, is available at http://is.gd/i5lUAat Leagle.com. About Taylor-Wharton Taylor-Wharton International, LLC, is a technology, service and manufacturing network for gas applications involving pressure vessels and precision valves. Taylor-Wharton International operates three complementary businesses from 16 manufacturing, sales, warehouse and service facilities in six countries on four continents, and markets its products in over 80 countries worldwide. The Company filed for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D. Del. Case No. 09-14089). The Company listed $10 million to $50 million in assets and $100 million to $500 million in liabilities. These affiliates of the Company also filed separate Chapter 11 petitions: Alpha One, Inc.; American Welding & Tank, LLC; Beta Two, Inc.; Delta Four, Inc.; Epsilon Five, Inc.; Gamma Three, Inc.; Sherwood Valve, LLC; Taylor-Wharton Intermediate Holdings LLC; Taylor-Wharton International LLC; TW Cryogenics LLC; TW Cylinders LLC; TW Express LLC; and TWI-Holding LLC. TEXAS RANGERS: Cuban Withdraws Substantial Contribution Claim ------------------------------------------------------------- Eric Morath, writing for Dow Jones' Daily Bankruptcy Review, reports that sports mogul Mark Cuban and his co-bidder Jim Crane are giving up their demand for a $2.65 million payment connected to their failed attempt to buy the Texas Rangers baseball team. Mr. Morath says Mr. Cuban contends he still should be paid for his "substantial contribution" to the $593 million bankruptcy sale of the baseball team but says fighting for the money is no longer worth it. According to DBR, attorneys for Messrs. Cuban and Crane were due to appear at the Fort Worth, Texas, bankruptcy court Monday to argue for the payment, but they instead withdrew their demand Friday. "Despite substantial benefit provided by Cuban and Crane of over $100 million, given the current circumstances, it is not a sound business decision for Cuban and Crane to continue to incur the expense and time necessary to pursue this matter," their attorney wrote in court papers, DBR says. As reported by the Troubled Company Reporter on October 27, 2010, the agent for second-lien lenders owed $130 million by Texas Rangers opposed the request. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that the agent argued that neither Messrs. Cuban nor Crane is a creditor and that the Bankruptcy Code only permits recovery by creditors who make a substantial contribution in a bankruptcy case. The lenders' agent also cited prior court decisions saying that unsuccessful bidders don't qualify for substantial contribution claims. About Texas Rangers Baseball Texas Rangers Baseball Partners owns and operates the Texas Rangers Major League Baseball Club, a professional baseball club in the Dallas/Fort Worth Metroplex. TRBP is a Texas general partnership, in which subsidiaries of HSG Sports Group LLC own a 100% stake. Controlled by Thomas O. Hicks, HSG also indirectly wholly-owns Dallas Stars, L.P., which owns and operates the Dallas Stars National Hockey League franchise. The Texas Rangers have had five owners since the club moved to Arlington in 1972. Mr. Hicks became the fifth owner in the history of the Texas Rangers on June 16, 1998. In its petition, Texas Rangers Baseball Partners said it had both assets and debt of less than $500 million. Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, serves as bankruptcy counsel to the Debtor. Forshey & Prostok LLP is the conflicts counsel. Parella Weinberg Partners LP serves as financial advisor. Lenders to the Texas Rangers sought to force the baseball team's equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D. Tex. Case No. 10-43624 and 10-43625). The lenders, a group that includes investment funds Monarch Alternative Capital and Kingsland Capital Management, filed an involuntary bankruptcy petition on May 28 against the two companies. The two companies were not included in the May 24 Chapter 11 filing of TRBP. U.S. Bankruptcy Judge Stacey G. C. Jernigan on August 5 confirmed the fourth amended version of the Prepackaged Plan of Reorganization of Texas Rangers Baseball Partners. The judge's confirmation order clears the way for a group of Hall of Fame pitcher Nolan Ryan, and Pittsburgh sports attorney and minor- league team owner Charles Greenberg to purchase the Texas Rangers. The Ryan group paid $385 million in cash and assumed $208 million in liabilities. The Ryan group outbid Dallas Mavericks owner Mark Cuban at an auction. TEXAS RANGERS: Weil Gotshal Bills $5.4 Million for Legal Work ------------------------------------------------------------- Barry Shlachter, writing for the Star-Telegram, reports that bankruptcy professionals are seeking Bankruptcy Court approval of their legal fees in the Texas Rangers case. The Star-Telegram says all will be sliced from the $593 million paid for the club by the group led by Chuck Greenberg and Nolan Ryan. The fee requests are: $5.4 million -- from Weil Gotshall & Manges, which represented Texas Rangers Partners, for more than 8,800 hours billed at rates as high as $990 an hour. Six attorneys asked for fees ranging from $300,000 to $420,000; $1.8 million -- from Perella Weinberg Partners, the New York firm originally hired by Hicks Sports Group to find a buyer, for services and expenses for scouting for potential bidders during the bankruptcy; $540,000 -- from Fort Worth-based Forshey & Prostok, which replaced Weil Gotshall as the Debtor's attorney when conflicts of interest arose; $635,000 -- from William Snyder, the court-appointed chief restructuring officer, for his firm's services and expenses; and $97,000 -- also from Mr. Snyder as "enhancement," as well as whatever else the Court deems appropriate. About Texas Rangers Baseball Texas Rangers Baseball Partners owns and operates the Texas Rangers Major League Baseball Club, a professional baseball club in the Dallas/Fort Worth Metroplex. TRBP is a Texas general partnership, in which subsidiaries of HSG Sports Group LLC own a 100% stake. Controlled by Thomas O. Hicks, HSG also indirectly wholly-owns Dallas Stars, L.P., which owns and operates the Dallas Stars National Hockey League franchise. The Texas Rangers have had five owners since the club moved to Arlington in 1972. Mr. Hicks became the fifth owner in the history of the Texas Rangers on June 16, 1998. In its petition, Texas Rangers Baseball Partners said it had both assets and debt of less than $500 million. Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, serves as bankruptcy counsel to the Debtor. Forshey & Prostok LLP is the conflicts counsel. Parella Weinberg Partners LP serves as financial advisor. Lenders to the Texas Rangers sought to force the baseball team's equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D. Tex. Case No. 10-43624 and 10-43625). The lenders, a group that includes investment funds Monarch Alternative Capital and Kingsland Capital Management, filed an involuntary bankruptcy petition on May 28 against the two companies. The two companies were not included in the May 24 Chapter 11 filing of TRBP. U.S. Bankruptcy Judge Stacey G. C. Jernigan on August 5 confirmed the fourth amended version of the Prepackaged Plan of Reorganization of Texas Rangers Baseball Partners. The judge's confirmation order clears the way for a group of Hall of Fame pitcher Nolan Ryan, and Pittsburgh sports attorney and minor- league team owner Charles Greenberg to purchase the Texas Rangers. The Ryan group paid $385 million in cash and assumed $208 million in liabilities. The Ryan group outbid Dallas Mavericks owner Mark Cuban at an auction. TIB FINANCIAL: Board Approves Restated ByLaws --------------------------------------------- On November 23, 2010, the Board of Directors of TIB Financial Corp. approved an amendment to the Bylaws of the Company to specify that certificates representing the shares of the Company must be signed by the Company's Chief Executive Officer and Chief Financial Officer. A full-text copy of thee restated Bylaws of the Company is available for free at http://ResearchArchives.com/t/s?7052 About TIB Financial Corp. Headquartered in Naples, Florida, TIB Financial Corp. -- http://www.tibfinancialcorp.com/-- is a financial services company with approximately $1.7 billion in total assets and 28 full-service banking offices throughout the Florida Keys, Homestead, Naples, Bonita Springs, Fort Myers, Cape Coral and Venice. TIB Financial Corp. is also the parent company of Naples Capital Advisors, Inc., a registered investment advisor with approximately $169 million of assets under advisement. TIB Financial Corp., through its wholly owned subsidiaries, TIB Bank and Naples Capital Advisors, Inc., serves the personal and commercial banking and investment management needs of local residents and businesses in its market areas. * * * As reported in the Troubled Company Reporter on April 6, 2010, Crowe Horwath LLP, in Fort Lauderdale, Fla., expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company incurred net losses in 2009, 2008 and 2007, primarily from loan and investment impairments. In addition, the Company's bank subsidiary is operating under an informal agreement with bank regulatory agencies that requires, among other provisions, higher regulatory capital requirements. The Bank did not meet the higher capital requirement as of December 31, 2009, and therefore is not in compliance with the regulatory agreement. Failure to comply with the regulatory agreement may result in additional regulatory enforcement actions. TOPS HOLDING: William Mills Promoted to Tops Markets' CFO --------------------------------------------------------- William R. Mills assumed the role of Chief Financial Officer of Tops Markets, LLC, a wholly-owned subsidiary of Tops Holding, effective December 1, 2010. Mr. Mills has been a Senior Vice President of Tops Markets since November 1, 2010. Mr. Mills founded William R. Mills Consulting, which advises owners of small and mid-market companies in connection with value enhancement, in July 2009. From 1992 until 2009, Mr. Mills was Senior Vice President, Treasurer and Chief Financial Officer of Weis Markets, Inc., a chain of supermarkets located in Pennsylvania and surrounding states, and a member of its board of directors. Mr. Mills earned a bachelor of science degree in accounting from the University of Louisville and is a certified public accountant. About Tops Markets Privately owned Tops Markets, LLC headquartered in Williamsville, New York, operates a chain of 71 owned Tops supermarkets and 5 franchised stores ("legacy stores") in western New York state, with approximately $1.7 billion of annual revenues. In February 2010, Tops acquired 79 stores from the bankruptcy estate of Penn Traffic. Tops continues to operate 55 stores, of which 7 may sold or closed as a result of a preliminary FTC order. The remaining 48 stores are in the final process of being re-branded as Tops stores. Tops' primary markets have historically been the Buffalo and Rochester metro areas, and will expand to the south and east with the acquisition of the Syracuse-based Penn Traffic stores. The company is 75% owned by Morgan Stanley Capital Partners, with remaining ownership held largely by a unit of HSBC and company management. * * * According to the Troubled Company Reporter on Nov. 10, 2010, Moody's Investors Service downgraded the Corporate Family and Probability of Default Ratings of Tops Holding Corp. to Caa1 from B3, and downgraded the rating of its $350 million of secured bonds to Caa1 from B3. The rating outlook is stable. This concluded the review for possible downgrade started on August 10, 2010. TRICO MARINE: Shipping Seeks Amendments to 11-7/8% Notes Indenture ------------------------------------------------------------------ In a regulatory filing Friday, Trico Marine Services, Inc., discloses that on November 30, 2010, the Depository Trust Company announced within its system, the solicitation by Trico Shipping AS of consents and waivers (the "Consent Solicitation") from the holders of the 11-7/8% Senior Secured Notes due 2014 (the "Notes") to (i) modify or waive certain provisions contained in the indenture pursuant to which the Notes were issued, dated as of October 30, 2009, among Trico Shipping, as issuer, the guarantors identified therein and Deutsche Bank National Trust Company (as successor trustee to Wells Fargo Bank, N.A.), as trustee thereunder (the "Trustee") (as amended by the First Supplemental Indenture, dated as of June 25, 2010, the Second Supplemental Indenture, dated as of September 21, 2010, and as may be further amended by a third supplemental indenture to be entered into on or after the consummation of the consent solicitation if the requisite consents are obtained, referred to hereafter as the "Indenture"), and (ii) make certain other amendments, supplements and waivers to any of the covenants and related definitions in the Indenture or in other related agreements and documents reasonably necessary or appropriate to implement the foregoing. Trico Shipping is making the solicitation to sell two of its vessels, Trico Sabre and Trico Star, pursuant to an agreement for an aggregate of $52.3 million and to apply the net sale proceeds to repay debt and enhance its liquidity. All or a significant portion of the net sale proceeds will be used to pay down indebtedness under the Notes and the working capital facility pro rata. The proposed amendments will provide that, if $20 million in new commitments are received under the priority credit agreement and certain other conditions are met, Trico Shipping will apply the entire net sale proceeds to redeem Notes and repay debt under its working capital facility and will be permitted to incur $20 million of additional secured indebtedness under its priority credit facility. In the alternative, if said conditions are not met, Trico Shipping will be permitted to retain $20.0 million of the net sale proceeds for working capital purposes and the remainder will be applied to redeem Notes and repay debt under its working capital facility. In either case, the proceeds used to redeem Notes and repay debt under the working capital facility will be applied 91.64% to redeem the Notes at par plus accrued interest, without paying a make-whole premium, and 8.36% to repay debt under the working capital facility, without paying a prepayment premium. Approval of the proposed amendments requires the consent of the holders of all the outstanding Notes as of the record date. Notwithstanding the foregoing, Trico Shipping may close the Consent Solicitation with less than the consent of all holders pursuant to the proposed waiver (as described more fully in the Consent Solicitation Statement). The Consent Solicitation will expire at 5:00 p.m., Eastern Time, on December 8, 2010. The consenting holders will not receive a consent fee. In connection with the Consent Solicitation, Trico Shipping submitted the following documents (the "Consent Solicitation Documents") to DTC for review: (i) consent solicitation statement, (ii) letter of consent, (iii) letter to DTC participants and (iv) form letter to clients. The Consent Solicitation Documents are available on Trico Shipping's website, at www.tricomarine.com. A complete text of the consent solicitation statement is available for free at http://researcharchives.com/t/s?7083 About Trico Marine Headquartered in Texas, Trico Marine Services, Inc. -- http://www.tricomarine.com/-- provides subsea services, subsea trenching and protection services, and towing and supply vessels. Trico filed for Chapter 11 protection on August 25, 2010 (Bankr. D. Del. Case No. 10-12653). John E. Mitchell, Esq., Angela B. Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP, assist the Debtor in its restructuring effort. The Debtor disclosed $30,562,681 in assets and $353,606,467 in liabilities as of the Petition Date. Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10- 12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico Marine International, Inc. (Case No. 10-12650), Trico Marine Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No. 10-12652) filed separate Chapter 11 petitions. Cahill Gordon & Reindell LLP is the Debtors' special counsel. Alix Partners Services, LLC, is the Debtors' chief restructuring officer. Epiq Bankruptcy Solutions is the Debtors' claims and notice agent. Postlethwaite & Netterville serves as the Debtors' accountant and Ernst & Young LLP serves as tax advisors. PricewaterhouseCoopers LLC serves as independent accountants and tax advisors to the Debtors. Trico's foreign subsidiaries were not included in the filing and are not be subject to the requirements of the U.S. Bankruptcy Code. TRINIDAD DRILLING: Moody's Assigns 'B2' Rating on Senior Notes -------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Trinidad Drilling Ltd.'s proposed US$450 million senior unsecured notes issue. Moody's also assigned Trinidad a B1 Corporate Family Rating and Probability of Default Rating. The rating outlook is stable. Moody's also assigned a Speculative Grade Liquidity rating of SGL-2. The proceeds of the notes issue, in conjunction with drawings under a new credit facility, will be used to refinance all existing debt. This is the first time Moody's has rated Trinidad Drilling Ltd. Assignments: Issuer: Trinidad Drilling Ltd. -- Probability of Default Rating, Assigned B1 -- Speculative Grade Liquidity Rating, Assigned SGL-2 -- Corporate Family Rating, Assigned B1 -- Senior Unsecured Regular Bond/Debenture, Assigned a range of 71 - LGD5 to B2 Ratings Rationale "Trinidad's B1 CFR reflects its high quality rig fleet and favorable contracted position, which have enabled the company to produce fairly consistent EBITDA through industry downturns, establish an operating footprint across North America, and maintain reasonable leverage" said Terry Marshall, Moody's Senior Vice President. "The rating also considers Trinidad's high level of concentration with two customers, its significant exposure to drilling in the Haynesville basin, where Moody's believe drilling could decline as drilling to hold leases subsides and the gas price remains weak, and the company's exposure to the highly cyclical North American land drilling market and the attendant concentration in natural gas." Trinidad's SGL-2 liquidity rating reflects good liquidity. Moody's expect that in 2011 Trinidad could generate up to $50 million in free cash flow after interest payments, cash taxes, capital expenditures, dividends and working capital requirements. Pro forma for the notes offering, Trinidad will have approximately C$150 million of availability under its secured revolving credit facility, which is comprised of C$200 million and US$100 million tranches. The credit facility matures in 2014. Trinidad should be comfortably in compliance with its three financial covenants in 2011. Alternative sources of liquidity are limited principally to the sale of existing assets, which are largely encumbered. The stable outlook reflects Trinidad's contracted rig position, with about 45% of the fleet contracted for a tenor that averages 1.8 years. The rating could be raised if Trinidad appears able to sustain its debt to EBITDA at 2.5x or lower, on average through a normal downturn in the North American land drilling market. The rating could be lowered if debt to EBITDA appears poised to rise above 4x. The notching of the senior unsecured notes at B2, one notch below the CFR, reflects the prior ranking secured debt in the capital structure, in accordance with Moody's Loss Given Default Methodology. Trinidad Drilling Ltd. is a Calgary, Alberta-based company engaged in the provision of onshore drilling services to upstream oil and gas companies in North America. The company is also engaged in well servicing and coring activities and barge drilling. TRINIDAD DRILLING: S&P Assigns 'BB-' Corporate Credit Rating ------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'BB-' long-term corporate credit rating to Calgary, Alta.-based land driller Trinidad Drilling Ltd. The outlook is stable. At the same time, Standard & Poor's assigned its 'BB-' issue-level rating (the same as the corporate credit rating) and '4' recovery rating to the company's proposed $450 million senior unsecured notes due 2019. The '4' recovery rating indicates S&P's expectation of average (30%-50%) recovery in the event of a default. S&P does not rate the company's proposed revolving credit facilities due 2014 that will close with or shortly after the notes' sale. "The ratings on Trinidad reflect S&P's view of the company's weak business risk profile and significant financial risk profile," said Standard & Poor's credit analyst Aniki Saha-Yannopolous. S&P's assessment of Trinidad's business risk profile hinges on its position as a land driller subject to the high degree of demand cyclicality and price volatility inherent in the market for oilfield services, especially drilling. The weak business risk profile also reflects what S&P believes to be the industry's highly competitive nature as well as Trinidad's high concentration in the Haynesville shale and significant leverage in the currently weak natural gas market. The business risk profile also takes into account S&P's view of the company's fleet quality and its long-term contracts. Trinidad's financial risk profile reflects S&P's assessment of the company's ability to manage its financial measures through the recent downturn. Although Trinidad generates what S&P views as strong gross profit margins, EBITDA fluctuates dramatically in the North American market. Canadian seasonality also adds volatility to the company's performance. Nevertheless, S&P believes the U.S. rig fleet enhances Trinidad's business diversification and overall business risk profile. Furthermore, the generally high utilization rates in the U.S. markets are a positive offset to the much lower (weather-related) rates in Canada. The company weathered the downturn relatively better, with a drop in EBITDA of almost 25% compared with 50% for other service companies, Trinidad's take-or-pay contracts on its rigs buoying EBITDA. However, a 50% decline in EBITDA is not outside the scope of the level of earnings volatility that the company might experience. Even though S&P expects Trinidad to perform well in 2011, S&P is concerned about its exposure to the Haynesville shale, the large number of rigs that roll off contract at the end of 2011, and its large customer concentration. As weak natural gas prices persist and companies slow their drilling activity in gas shale plays, especially in the Haynesville, S&P expects some E&P companies to scale back their gas drilling. Even though Trinidad is attempting to limit this exposure by moving rigs to other liquid-rich plays, S&P is concerned that EBITDA might decline in 2012 because there might be a potential oversupply of land rigs in the North American market that might pressure utilization and day rates. S&P's expectation is for 2012 EBITDA to decline modestly as a result of weak supply and demand fundamentals. The stable outlook reflects S&P's expectation that Trinidad will maintain near-term credit metrics in line with the 'BB-' rating, with leverage below 3.0x. S&P could lower the ratings if leverage exceeds 3.5x, a scenario S&P thinks could occur as a result of significantly weaker market fundamentals or aggressively financed growth initiatives. S&P could consider a positive rating action if operating performance allows the company to maintain debt leverage below 2.5x, and if market fundamentals leads S&P to believe such credit metrics are sustainable. TRONOX INC: Agrees to Allow $2.8 Million Environmental Claim ------------------------------------------------------------ Bankruptcy Law360 reports that Tronox Inc. has agreed to allow a $2.8 million environmental claim by General Electric Co. and United Nuclear Corp., ending a dispute over cleanup costs at a New Mexico mine. About Tronox Inc. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders were appointed in the cases. The Creditors Committee retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. US FIDELIS: Asks to Auction Off Former Executives' Properties ------------------------------------------------------------- US Fidelis Inc. is seeking to sell off additional real estate belonging to its former executives for $3.1 million, subject to higher bidders at auction, Dow Jones' Small Cap reports. Wentzville, Missouri-based US Fidelis, Inc., was a marketer of vehicle service contracts developed by independent and unrelated companies. The Company filed for Chapter 11 bankruptcy protection on March 1, 2010 (Bankr. E.D. Mo. Case No. 10-41902). Robert E. Eggmann, Esq., at Lathrop & Gage, assists the Company in its restructuring effort. According to the schedules, the Company had assets of $74,386,836, and total debts of $25,770,655 as of the petition date. VERTIS HOLDINGS: On Track to Complete Restructuring by Year's End ----------------------------------------------------------------- Vertis Holdings, Inc. disclosed two significant milestones toward the completion of its recapitalization before the end of 2010. The Company has secured overwhelming note holder support for its voluntary, pre-packaged Chapter 11 Plan of Reorganization as well as Court approval for all of its motions heard on December 1, 2010, including authorization to move forward with its contemplated debt and equity financing arrangements. At the completion of the voting period, nearly all of Vertis' note holders had accepted the Company's Plan of Reorganization. This includes unanimous support among the Second Lien note holders who voted, as well as a very favorable 96.2% acceptance rate among the Senior PIK note holders who voted. The proposed Plan will allow Vertis to reduce its debt by approximately 60 percent, or more than $700 million, while substantially lowering interest costs, extending maturities and increasing liquidity. Separately, the U.S. Bankruptcy Court for the Southern District of New York approved key elements of Vertis' previously announced exit financing agreements with Morgan Stanley Senior Funding, Inc. and GE Capital Restructuring Finance. It also approved key terms of Vertis' $100 million new common equity injection, as specified in the Private Placement and the associated backstop agreements. Once completed, these financing arrangements will provide Vertis with the financial flexibility to further advance its products and services and strengthen its leadership position within the marketing communications industry. "Building upon the significant progress we have made over the past two weeks, these recent milestones reaffirm that we are nearing the successful completion of our recapitalization and will emerge as a stronger company well positioned for continued investment and growth," said Gerald Sokol Jr., chief financial officer. "This would not have been possible without the support of our note holders -- including Avenue Capital, our current largest shareholder, and Alden Global Capital, which will be our largest shareholder after the recapitalization -- as well as our lenders, clients, employees and especially our suppliers. Thanks to the team that has worked so diligently, we are able to complete our recapitalization quickly, from a strong cash position and with an unwavering focus on our clients and business partners." Perella Weinberg Partners and FTI Consulting, Inc., serve as the Company's financial advisors. Skadden, Arps, Slate, Meagher & Flom LLP is the Company's legal counsel. About Vertis Holdings Vertis -- http://www.thefuturevertis.com/-- is a marketing communications company that delivers advertising, direct marketing and interactive solutions to prominent brands across North America. Baltimore, Maryland-based Vertis Holdings, Inc., filed for Chapter 11 bankruptcy protection on November 17, 2010 (Bankr. S.D.N.Y. Case No. 10-16170). The Debtor estimated its assets and debts at more than $1 billion. Affiliates also filed separate Chapter 11 petitions -- American Color Graphics, Inc. (Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10- 16170), Vertis, Inc. (Bankr. S.D.N.Y. Case No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174). Mark A. McDermott, Esq., and Kenneth S. Ziman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as counsel to the Debtors. Kurtzman Carson Consultants is the claims and notice agent. Perella Weinberg Partners is the investment banker and financial advisor. FTI Consulting Inc. is the restructuring and financial advisor. This is not the Debtors' first journey through chapter 11. On July 15, 2008, Vertis and American Color Graphics, each commenced prepackaged chapter 11 cases (Bankr. D. Del. Case No. 08-11460) to complete a merger. In August 2008, Vertis emerged from bankruptcy, completing a merger with ACG. WALTER ENERGY: Moody's Reviews 'B1' Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service placed the ratings of Walter Energy, Inc. (B1 Corporate Family Rating) on review with direction uncertain following its announcement this morning that it has signed a definitive agreement to acquire all outstanding shares of Western Coal Corporation for CAD$11.50 per share, or CAD$3.3 billion (US$3.3 billion), in cash and/or Walter shares. This action primarily reflects the absence of final financing details. While Moody's recognizes there is some tolerance for increase in leverage at the company's current B1 CFR, Moody's notes that the magnitude of the potential debt increase would likely limit upward movement of the ratings. Walter Energy, Inc. Ratings placed on review with direction uncertain: -- Corporate Family Rating, B1 -- Probability of Default Rating, B2 -- $300 million senior secured revolver, Ba3 (LGD 2; 26%) -- $136 million term loan, Ba3 (LGD 2; 26%) The acquisition price represents a 56% premium over the pre- announcement level of Western's shares. Moody's believes the transaction would significantly increase Walter's metallurgical coal production, diversify its operations by adding mines in two new geographies, and provide access to new markets, especially in Asia. The review will focus on the final financing structure; and on ascertaining operating prospects, cash flow and EBITDA generation capability, capex requirements and plans to finance expansion projects, post-acquisition capitalization, and liquidity position of the combined entity. During the review, Moody's will also seek to assess the combined entity's intended long-run capital structure, expected debt reduction from cash flows, and ensuing credit metrics. Moody's estimates the acquisition of Western could immediately double Walter's coal production to the 15-16 million ton range, and considering expansion plans at both entities, total production could easily exceed 20 million tons over the next two to three years. Acquired mining sites in Western Canada and Central Appalachia would add geographic diversity beyond Walter's current concentrated position in Southern Appalachia. The last rating action on Walter occurred on October 14, 2009, when its CFR was raised to B1 from B2. In addition, its amended $300 million senior secured credit facility was assigned a Ba3 rating and its $138 million term loan was upgraded to Ba3 from B2. Walter Energy, Inc., headquartered in Tampa, Florida, is primarily a metallurgical coal producer which also produces metallurgical coke, steam and industrial coal, and natural gas. Revenues for LTM period ended September 30, 2010, were $1.4 billion. WASHINGTON MUTUAL: Wants Attys. Not Testifying on Settlement ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that in the confirmation hearings for Washington Mutual Inc. before U.S. Bankruptcy Judge Mary F. Walrath on Dec. 3, the bankrupt holding company was trying to shield its lawyers from having to testify by presenting evidence showing that company officers were able to divine the merits of settlement without relying on the advice of lawyers. The centerpiece of WaMu's plan is a settlement with the Federal Deposit Insurance Corp. and JPMorgan Chase & Co. By not relying on the advice of counsel, WaMu is exposing itself to the argument that led to the defeat of the Spansion Inc. settlement in 2009, according to Mr. Rochelle. Mr. Rochelle recounts that in June 2009, Delaware bankruptcy judge Kevin J. Carey refused to approve a settlement between Samsung Electronics Co. and Spansion Technology Inc., a manufacturer of flash-memory semiconductors that filed under Chapter 11 earlier that year. Judge Carey concluded that Spansion's chief restructuring officer "incredibly" didn't rely on advice from patent counsel in deciding to settle. Judge Carey concluded that the proposed settlement was "based less on an evaluation of the merits" of the lawsuits than on a "desire to negotiate a quick settlement." According to Mr. Rochelle, WaMu is taking the position that the merits of the settlement are self-evident even without advice of counsel. Also, lawyers will be able to give the judge their views about the legal merits of settlement when they file post-trial briefs. Bankruptcy Law360 reports that shareholders are making the case that various bankruptcy advisers were improperly relying on the privileged advice of attorneys in testimony supporting the settlement. WaMu's Chapter 11 plan is based on settlements with the Federal Deposit Insurance Corp. and JPMorgan Chase & Co. The revised plan will distribute more than $7 billion to creditors. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns 100% of the equity in WMI Investment. When WaMu filed for protection from its creditors, it disclosed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment estimated assets of $500,000,000 to $1,000,000,000 with zero debts. WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal & Manges LLP in New York City; Mark D. Collins, Esq., at Richards, Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP. Fred S. Hodera, Esq., at Akin Gump Strauss Hauer & Fled LLP in New York City and David B. Stratton, Esq., at Pepper Hamilton LLP in Wilmington, Del., represent the Official Committee of Unseucred Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the Equity Committee. Stacey R. Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent JP Morgan Chase, which acquired WaMu's assets prior to the Petition Date. WATER'S EDGE: Case Summary & 7 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Water's Edge Partners, LLC 90 North High Street Columbus, OH 43215 Bankruptcy Case No.: 10-64178 Chapter 11 Petition Date: December 2, 2010 Court: U.S. Bankruptcy Court Southern District of Ohio (Columbus) Judge: John E. Hoffman, Jr. Debtor's Counsel: Robert J. Morje, Esq. P.O. Box 6545 600 South Pearl Street Columbus, OH 43206 Tel: (614) 224-8000 Fax: (614) 588-8826 E-mail: rmorje.attorney@gmail.com Scheduled Assets: $2,004,050 Scheduled Debts: $3,884,883 A list of the Company's seven largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/ohsb10-64178.pdf The petition was signed by Jason Gunsorek, partner. WEST CORP: Receives Consents to Amend 2014 Senior Indenture ----------------------------------------------------------- West Corporation received tenders and consents from the holders of $502.35 million aggregate principal amount, or approximately 77.3%, of its outstanding 9.5% Senior Notes due 2014 by the expiration of the consent payment deadline, November 23, 2010, at 5:00 p.m. Eastern time. The consents received exceeded the number needed to approve the proposed amendments to the indenture under which the 2014 Notes were issued. The terms of the tender offer and consent solicitation for the 2014 Notes are detailed in West Corporation's offer to purchase and consent solicitation statement dated November 9, 2010. Pursuant to the terms of the tender offer, West Corporation has accepted for payment all 2014 Notes tendered on or prior to the Consent Date, and holders that tendered such 2014 Notes will receive $1,051.25 per $1,000 in principal amount of the 2014 Notes validly tendered, plus accrued and unpaid interest. Any holder that tenders its 2014 Notes after the Consent Date and prior to the expiration of the tender offer at Midnight Eastern time, on December 8, 2010 will receive $1,021.25 per $1,000 in principal amount of the 2014 Notes validly tendered, plus accrued and unpaid interest. Based on the consents received, West Corporation and the trustee under the indenture governing the 2014 Notes have entered into a supplemental indenture that eliminates substantially all affirmative and restrictive covenants and certain events of default under the indenture governing the 2014 Notes, and provides for a shorter notice period required in connection with a voluntary redemption. The Company intends to deliver a notice of redemption to holders of the remaining 2014 Notes, pursuant to which the Company will redeem all outstanding 2014 Notes that are not tendered by the Expiration Time in accordance with the terms of the indenture governing the 2014 Notes. The notice of redemption will specify that the redemption date will be December 9, 2010. Deutsche Bank Securities Inc. has acted as Dealer Manager for the Tender Offer. Questions regarding the Tender Offer may be directed to Deutsche Bank Securities Inc. at (212) 250-6429 (collect). About West Corporation Founded in 1986 and headquartered in Omaha, Nebraska, West Corporation -- http://www.west.com/-- provides outsourced communication solutions to many of the world's largest companies, organizations and government agencies. West Corporation has a team of 41,000 employees based in North America, Europe and Asia. West Corporation had total assets of $3,008,762,000, total liabilities of $4,068,914,000, Class L Common Stock of $1,413,958,000, and a stockholders' deficit of $2,474,110,000 as of June 30, 2010. West Corp. carries a 'B2' corporate rating from Moody's and 'B+' corporate rating from Standard & Poor's. Moody's Investors Service upgraded the ratings on West Corporation's existing senior secured term loan to Ba3 from B1 and the rating on $650 million of existing senior notes due 2014 to B3 from Caa1 upon the closing of its recent refinancing transactions. Concurrently, Moody's affirmed all other credit ratings including the B2 Corporate Family Rating and B2 Probability of Default Rating. The rating outlook is stable. Standard & Poor's Ratings Services assigned Omaha, Neb.-based business process outsourcer West Corp.'s proposed $650 million senior unsecured notes due 2019 its 'B' issue-level rating (one notch lower than the 'B+' corporate credit rating on the company). The recovery rating on this debt is '5', indicating S&P's expectation of modest (10% to 30%) recovery in the event of a payment default. The company will use proceeds from the proposed transaction and some cash on the balance sheet to redeem its $650 million 9.5% senior notes due 2014. * S&P's Global Corp. Default Tally Up By One to 75 YTD 2010 ----------------------------------------------------------- U.S.-based Yellow Pages publisher Local Insight Regatta Holdings filed for Chapter 11 on Nov. 19. This raises the year-to-date 2010 global corporate default tally by one from its previous report to 75 defaults, said an article published by Standard & Poor's, titled "Global Corporate Default Update (Nov. 19 - Dec. 2, 2010) (Premium)." "By region, the current year-to-date default tallies are 52 in the U.S., three in Europe, nine in the emerging markets, and 11 in the other developed region," said Diane Vazza, head of Standard & Poor's Global Fixed Income Research. The other developed region includes Australia, Canada, Japan, and New Zealand. So far this year, missed interest or principal payments are responsible for 27 defaults, Chapter 11 and foreign bankruptcy filings account for 23, distressed exchanges account for 20, receiverships are responsible for three, and regulatory directives and administration account for one default each. Of the global corporate defaulters in 2010, 41% of issues with available recovery ratings had recovery ratings of '6' (indicating our expectation for negligible recovery of 0% to 10%), 10% of the issues had recovery ratings of '5' (modest recovery prospects of 10% to 30%), 10% had recovery ratings of '4' (average recovery prospects of 30% to 50%), and 16% had recovery ratings of '3' (meaningful recovery prospects of 50% to 70%). And for the remaining two rating categories, 13% of the issues had recovery ratings of '2' (substantial recovery prospects of 70% to 90%) and 10% had recovery ratings of '1' (very high recovery prospects of 90% to 100%). * Large Companies With Insolvent Balance Sheets ----------------------------------------------- Total Total Share- Total Working Holders Assets Capital Equity Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ ------- ------- ABRAXAS PETRO AXAS US 178.1 (5.2) (1.7) ABSOLUTE SOFTWRE ABT CN 124.2 (6.0) (6.2) ACCO BRANDS CORP ABD US 1,097.3 261.9 (97.3) AEGERION PHARMAC AEGR US 3.3 (23.4) (22.7) ALASKA COMM SYS ALSK US 624.8 2.6 (15.3) AMER AXLE & MFG AXL US 2,071.4 61.9 (469.1) AMERICAN WATER W AWK US 13,983.7 (114.0) (1,993.5) AMR CORP AMR US 25,357.0 (2,102.0) (3,643.0) ARQULE INC ARQL US 94.1 45.1 (9.7) ARRAY BIOPHARMA ARRY US 139.3 23.0 (125.2) ARVINMERITOR INC ARM US 2,879.0 331.0 (1,023.0) AUTOZONE INC AZO US 5,571.6 (452.1) (738.8) BLUEKNIGHT ENERG BKEP US 296.0 (427.8) (152.8) BOARDWALK REAL E BEI-U CN 2,343.6 - (100.8) BOARDWALK REAL E BOWFF US 2,343.6 - (100.8) BOSTON PIZZA R-U BPF-U CN 111.3 5.0 (116.3) BRAVO BRIO RESTA BBRG US 162.8 (28.9) (61.5) CABLEVISION SY-A CVC US 7,501.6 (157.7) (6,222.8) CC MEDIA-A CCMO US 17,393.5 1,410.4 (7,219.6) CENTENNIAL COMM CYCL US 1,480.9 (52.1) (925.9) CENVEO INC CVO US 1,393.6 220.0 (332.5) CHENIERE ENERGY CQP US 1,797.0 30.3 (521.9) CHENIERE ENERGY LNG US 2,616.5 (137.1) (431.0) CHOICE HOTELS CHH US 403.3 (11.5) (75.5) CLEVELAND BIOLAB CBLI US 11.9 (9.7) (10.0) COMMERCIAL VEHIC CVGI US 289.3 114.0 (5.7) COMPLETE GENOMIC GNOM US 39.8 (20.9) (0.6) CONSUMERS' WATER CWI-U CN 869.7 9.9 (263.6) CUMULUS MEDIA-A CMLS US 324.1 (2.5) (349.3) DENNY'S CORP DENN US 312.7 (10.7) (102.4) DISH NETWORK-A DISH US 9,292.9 733.1 (1,416.5) DISH NETWORK-A EOT GR 9,292.9 733.1 (1,416.5) DOMINO'S PIZZA DPZ US 425.7 104.1 (1,241.9) DUN & BRADSTREET DNB US 1,727.3 (612.4) (717.4) EASTMAN KODAK EK US 6,929.0 1,406.0 (213.0) EXELIXIS INC EXEL US 372.9 (11.8) (217.6) FORD MOTOR CO F US 180,330.0 (18,558.0) (1,740.0) FORD MOTOR CO F BB 180,330.0 (18,558.0) (1,740.0) GENCORP INC GY US 981.8 150.8 (224.9) GLG PARTNERS INC GLG US 400.0 156.9 (285.6) GLG PARTNERS-UTS GLG/U US 400.0 156.9 (285.6) GRAHAM PACKAGING GRM US 2,840.3 259.1 (580.3) GREAT ATLA & PAC GAP US 2,531.0 (141.5) (679.9) HEALTHSOUTH CORP HLS US 1,796.9 124.3 (394.9) HICKS ACQUISITIO HKACU US 0.8 (0.8) (0.1) HOVNANIAN ENT-A HOV US 1,909.8 1,264.2 (207.4) IDENIX PHARM IDIX US 63.1 24.0 (21.3) INCYTE CORP INCY US 464.6 305.0 (128.9) INTERMUNE INC ITMN US 143.9 10.2 (67.7) IPCS INC IPCS US 559.2 72.1 (33.0) ISTA PHARMACEUTI ISTA US 112.2 8.8 (71.8) JAZZ PHARMACEUTI JAZZ US 108.0 (13.3) (0.8) JUST ENERGY INCO JE-U CN 1,834.1 (578.0) (497.2) KNOLOGY INC KNOL US 658.7 53.5 (5.3) LIGAND PHARM-B LGNDD US 112.6 (1.4) (1.1) LIGHTING SCIENCE LSCG US 60.0 28.3 (122.4) LIN TV CORP-CL A TVL US 782.4 21.2 (146.9) LORILLARD INC LO US 3,504.0 1,665.0 (38.0) MAGMA DESIGN AUT LAVA US 74.6 9.6 (6.1) MAINSTREET EQUIT MEQ CN 399.4 - (8.6) MANNKIND CORP MNKD US 305.1 76.5 (181.4) MEAD JOHNSON MJN US 2,217.6 414.5 (415.7) MITEL NETWORKS C MITL US 624.5 162.6 (48.1) MOODY'S CORP MCO US 2,348.2 508.8 (297.6) MORGANS HOTEL GR MHGC US 759.1 47.0 (42.1) NATIONAL CINEMED NCMI US 836.1 40.5 (340.8) NAVISTAR INTL NAV US 9,418.0 2,011.0 (1,040.0) NEWCASTLE INVT C NCT US 3,760.1 - (591.2) NORTH AMERICAN G NMGL US 0.0 (0.1) (0.1) NPS PHARM INC NPSP US 228.8 147.8 (149.8) OTELCO INC-IDS OTT-U CN 331.6 27.5 (3.5) OTELCO INC-IDS OTT US 331.6 27.5 (3.5) PALM INC PALM US 1,007.2 141.7 (6.2) PDL BIOPHARMA IN PDLI US 257.5 26.1 (304.5) PETROALGAE INC PALG US 5.9 (8.2) (51.6) PHARMATHENE INC PIP US 21.6 (17.7) (11.4) PLAYBOY ENTERP-A PLA/A US 165.8 (16.9) (54.4) PLAYBOY ENTERP-B PLA US 165.8 (16.9) (54.4) PRIMEDIA INC PRM US 215.5 (5.8) (97.8) PRIMO WATER CORP PRMW US 30.5 (24.2) (6.2) PROTECTION ONE PONE US 562.9 (7.6) (61.8) QUANTUM CORP QTM US 459.6 127.8 (83.7) QWEST COMMUNICAT Q US 18,959.0 (1,163.0) (1,425.0) REGAL ENTERTAI-A RGC US 2,670.3 114.1 (267.3) REVLON INC-A REV US 794.8 86.9 (991.8) RSC HOLDINGS INC RRR US 2,736.4 (175.7) (37.5) RURAL/METRO CORP RURL US 293.7 46.4 (95.1) SALLY BEAUTY HOL SBH US 1,589.4 387.1 (460.3) SEALY CORP ZZ US 964.9 161.4 (95.4) SINCLAIR BROAD-A SBGI US 1,536.2 37.8 (156.0) SINCLAIR BROAD-A SBTA GR 1,536.2 37.8 (156.0) SMART TECHNOL-A SMT US 559.1 201.9 (63.2) SMART TECHNOL-A SMA CN 559.1 201.9 (63.2) STEREOTAXIS INC STXS US 47.5 (6.2) (5.3) SUN COMMUNITIES SUI US 1,164.1 - (131.0) SYNERGY PHARMACE SGYP US 2.7 (2.3) (1.8) TAUBMAN CENTERS TCO US 2,529.7 - (541.1) TEAM HEALTH HOLD TMH US 886.9 4.7 (18.2) THERAVANCE THRX US 212.6 161.1 (141.1) UNISYS CORP UIS US 2,840.1 472.1 (1,034.2) UNITED CONTINENT UAL US - (1,186.0) (2,206.0) UNITED RENTALS URI US 3,744.0 188.0 (15.0) VECTOR GROUP LTD VGR US 859.0 245.3 (37.7) VENOCO INC VQ US 766.2 20.4 (94.8) VIRGIN MOBILE-A VM US 307.4 (138.3) (244.2) WARNER MUSIC GRO WMG US 3,779.0 (592.0) (211.0) WEIGHT WATCHERS WTW US 1,103.1 (377.9) (708.2) WORLD COLOR PRES WC CN 2,641.5 479.2 (1,735.9) WORLD COLOR PRES WCPSF US 2,641.5 479.2 (1,735.9) WORLD COLOR PRES WC/U CN 2,641.5 479.2 (1,735.9) WR GRACE & CO GRA US 4,209.6 1,333.7 (175.1) YRC WORLDWIDE IN YRCW US 2,673.1 (288.2) (121.7) ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2010. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***