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/raid1/www/Hosts/bankrupt/TCR_Public/101208.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, December 8, 2010, Vol. 14, No. 340 Headlines 221-06 MERRICK: Bank Fails to Shorten Bankruptcy 315 UNION: Loan Default Prompts Chapter 11 Bankruptcy Filing ACTIVECARE INC: Recurring Losses Cue Going Concern Doubt ADELPHIA COMMUNICATIONS: Trustee Declares $215-Mil. Distribution AFFINIA GROUP: Moody's Assigns 'B3' Rating to Add-On Notes AFFINIA GROUP: S&P Assigns 'CCC+' Rating on $75 Mil. Notes AIRCOMM COMMUNICATIONS: Court Outlines Use of Cash Collateral AK STEEL: Moody's Assigns 'Ba3' Rating to $150 Mil. Senior Notes AK STEEL: S&P Affirms 'BB' Rating on $150 Mil. Senior Notes AMBAC FINANCIAL: Wins Nod of BoNY Deal on Purchase Contracts AMBAC FINANCIAL: Bradley Freedberg Seeks Equity Committee AMBAC FINANCIAL: Directors Disclose Ownership of Stock AMC ENTERTAINMENT: Fitch Puts 'CCC/RR6' Rating on $600 Mil. Notes AMERICAN HOUSING: Emerges From Chapter 11 Protection AMERICAN TOWER: S&P Assigns 'BB+' Rating to $1 Bil. Notes ANN DURHAM: Case Summary & 19 Largest Unsecured Creditors ARAWAK ENTERPRISES: Case Summary & Largest Unsecured Creditor ARCHSTONE-SMITH: Restructuring Cuts Debt by More Than $5.4BB ASTORIA FINANCIAL: Fitch Upgrades Individual Rating From 'C/D' AURORA DIAGNOSTICS: S&P Affirms 'B' Corporate Credit Rating AURORA DIAGNOSTICS: Moody's Assigns 'B2' Rating to $230 Mil. Notes BERNARD L MADOFF: Shapiro Settles Picard Suit for $625 Mil. BERNARD L MADOFF: Picard Sues NY Mets Owner & Sterling Equities BETHLEHEM STEEL: ArcelorMittal Sues Over Tax Benefits BEVERLY KAY: Voluntary Chapter 11 Case Summary BIO-RAD LABORATORIES: Fitch Puts 'BB+' Rating on Senior Notes BIO-RAD LABORATORIES: Moody's Affirms 'Ba1' Corp. Family Rating BLOCKBUSTER INC: FTI Retention Okayed on Lowered Fees BLOCKBUSTER INC: Clarifies Committee Duties in Releasing Data BLOCKBUSTER INC: Rejects 18 Real Property Leases BLUE RIDGE: Case Summary & 20 Largest Unsecured Creditors BOSTON GENERATING: Court Denies Bid to Halt Sale Pending Appeal BUMBLE BEE: S&P Assigns 'B+' Rating to $605-Mil. Sr. Sec. Notes C BEAN: Plan Confirmation Hearing Continued Until December 13 C&D CANAL: Closing of Asset Sale Extended Until December 6 CALIFORNIA COASTAL: Seeks Court OK of Plan Deal With Lenders CAPE FEAR: Voluntary Chapter 11 Case Summary CHABAD-LUBAVITCH: Settles Stonegate Dispute, Emerges from Ch. 11 CENTEX INVESTMENTS: Bankr. Order Not Subject to Texas Registration CHANA TAUB: Fails in Bid to Terminate Chapter 11 Trustee CLEARWIRE COMMS: States Pricing for Offering of $1.325BB in Notes CLUBCORP CLUB: S&P Assigns 'B+' Corporate Credit Rating CNOSSEN FAMILY: Case Summary & 2 Largest Unsecured Creditors COLCO SERVICES: Case Summary & 19 Largest Unsecured Creditors COLLEGE STATION: Case Summary & 9 Largest Unsecured Creditors CONCHO RESOURCES: Moody's Affirms 'B1' Corporate Family Rating CONSOLIDATED HORTICULTURE: US Trustee Names 3 Members to Committee CONSOLIDATED HORTICULTURE: Blank Rome OK'd as Committee's Counsel CONSOLIDATED HORTICULTURE: Wants Dec. 20 Deadline for Schedules CONSOLIDATED RESORTS: Lender Selling Time Share Loan Portfolio CONSUMER PRODUCTS: Posts $992,800 Net Loss in September 30 Quarter COOLEY VILLAGE: Case Summary & 2 Largest Unsecured Creditors COREY MARAGH: To Make Adequate Protection Payments to FC Partners COUNTRYVIEW MHC: Can Use Cash Collateral on Interim; BofA Objects COUNTRYVIEW MHC: Section 341(a) Meeting Scheduled for Jan. 4 CYPRESS BEND: Case Summary & Largest Unsecured Creditor DARRYL GORDON: Case Summary & 20 Largest Unsecured Creditors DBSD N.A.: Plan Confirmation Reversed as to Sprint DENNY HECKER: Admits to Hiring Proxy to Buy Back Bikes DOMINICK SARTORIO: Examiner Fails to Reopen Bankr. Case DOUGLAS HURST: Case Summary & 20 Largest Unsecured Creditors DOUGLAS TEXTOR: Case Summary & 3 Largest Unsecured Creditors E.F.L. PARTNERS: Court Dismisses Chapter 11 Case FCC HOLDINGS: Moody's Assigns 'B2' Corporate Family Rating FCC HOLDINGS: S&P Assigns 'B-' Counterparty Credit Rating FGIC CORP: Court Extends Plan Filing Exclusivity Until Feb. 1 FIDDLER'S CREEK: Files Separate Bankruptcy-Exit Plans FIRST COMMONWEALTH: Fitch Affirms 'BB+' Preferred Stock Rating FNDS3000 CORP: Accumulated Losses Prompt Going Concern Doubt FOCUS BRANDS: S&P Assigns Corporate Credit Rating at 'B' FOUR POINTS BY SHERATON: Marshall Hotels Officials Named Receiver FRANK MONGELLUZZI: E.D. Pa. Court Has Personal Jurisdiction GENARO PRODUCE: Case Summary & 3 Largest Unsecured Creditors GENCORP INC: Board Committee OKs 2010 LT Incentive Program GENERAL GROWTH: Files 1st Post-Confirmation Status Report GENOIL INC: Posts C$1.2-Mil. Net Loss in September 30 Quarter GEORGE RUCKER: Case Summary & 9 Largest Unsecured Creditors GILLOM SMITH: Case Summary & 20 Largest Unsecured Creditors GLORY BEAR: Voluntary Chapter 11 Case Summary GOODY'S LLC: Del. Bankr. Court Rules on SJW Land's Claims GRANDE VISTA: Involuntary Chapter 11 Case Summary GREDE FOUNDRIES: W.D. Wis. Says Electricity is a UCC "Good" GREGORY MOUNT: Case Summary & 4 Largest Unsecured Creditors GUIDED THERAPEUTICS: Lightouch PMA 'Suitable for Filing' HEALTHSOUTH CORP: Inks New Three-Year Contract with CEO Grinney HERTZ CORP: Fitch Puts 'BB-' Rating on $500MM Senior Notes HERTZ CORP: Moody's Assigns 'B2' Rating on Sr. Unsecured Notes HERTZ CORP: S&P Assigns 'CCC+' Rating to $500 Mil. Senior Notes HOLIDAY INN BUFFALO: Marshall Hotels Officials Named Receiver HOLIDAY INN DANBURY: Marshall Hotels Officials Named Receiver INTELSAT SA: Seeks FCC Nod to Move Licenses for Reorganization ISLAND WAY: Case Summary & 3 Largest Unsecured Creditors JAYANTHI SWAMINATH: Case Summary & 6 Largest Unsecured Creditors JODENE PUFF: May Enter Into Lease Agreements JOHN HURNEY: Voluntary Chapter 11 Case Summary KINDER MORGAN: Fitch Assigns 'BB+' Rating to $600 Mil. Notes KINDER MORGAN: Moody's Puts 'Ba1' Rating on $600 Mil. Senior Notes LAMARR TYLER: Case Summary & 4 Largest Unsecured Creditors LANDRY'S HOLDINGS: Moody's Confirms 'B2' Corporate Family Rating LEADOFF, LLC: Voluntary Chapter 11 Case Summary LIONS GATE: Renews Charges Double-Crossing Charges vs. Icahn LIONS GATE: Needs "Clean Up" Before MGM Merger, Icahn Says LOEHMANN'S HOLDINGS: Seeks Permission to Launch $25MM Offering LOUISVILLE ORCHESTRA: Seeks to Shed Union Contract for 4 Months LOUISVILLE ORCHESTRA: Case Summary & Creditors List MARK GINSBURG: Court Expands Overseer's Role in Nationwide Suit MARY PRESTON: Case Summary & 8 Largest Unsecured Creditors MAYAGUEZ ADVANCED: Court Won't Reconsider Suit Dismissal METISCAN INC: Posts $93,700 Net Loss in September 30 Quarter METRO-GOLDWYN-MAYER: Lions Gate Needs "Clean Up" Before Merger METROPOLITAN 885: SL Green Deal Won't Impact Ch. 11 Case MICHAEL ARANDA: Jupiter Residence Exempt From Certain Claims MICROSEMI CORP: S&P Assigns 'BB-' Corporate Credit Rating MOMENTIVE SPECIALTY: To Sell Resins Biz. to Harima for $120MM MORGANS HOTEL: Committee Begins Search for New CEO MMP 10180: Voluntary Chapter 11 Case Summary NEC HOLDINGS: Elk Grove Plant Shutdown Leaves 178 Jobless NEXTAG INC: Moody's Assigns 'B1' Corporate Family Rating NIELSEN COMPANY: Fitch Affirms 'B' Issuer Default Ratings NORTEL NETWORKS: Bill for Disabled-Workers Pending in Canada NORTH SILVER LAKE: Dist. Ct. Allows VesCor Receiver Suit NORTHWEST SUBURBAN: Cutler Malpractice Suit Goes Back to Trial Ct. NOVELIS INC: Moody's Downgrades Corporate Family Rating to 'B1' OMNIRELIANT HOLDINGS: Sells Local Ad Link Software to Zurvita OSCAT ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors OTC HOLDINGS: Supplier Seeks Payment of Nativity-Scene Costumes PATRIOT COAL: S&P Puts 'B+' Rating on CreditWatch Negative PENNSYLVANIA ACADEMY: May Seek Arbitration in Regitz Suit PILGRIM'S PRIDE: Moody's Assigns 'B1' Corporate Family Rating PIONEER VILLAGE: Oregon Court Denies Piecemeal Sale of Assets PPS PROPERTIES: Case Summary & 9 Largest Unsecured Creditors PRIVATE MEDIA: Posts EUR2.6 Million Net Loss in Q3 2010 PROTEAN HEALTH: Voluntary Chapter 11 Case Summary RICHARD LARSEN: Case Summary & 8 Largest Unsecured Creditors ROCK PAPER: Case Summary & 20 Largest Unsecured Creditors SAN PASQUAL: Moody's Gives Positive Outlook, Affirms 'B2' Rating SENTINEL MANAGEMENT: Court Compels SEC to Release Docs SEQUENOM INC: Has Offering of 14-Mil. Shares at $6 Apiece SHILO INN: Section 341(a) Meeting Scheduled for Jan. 3 SHILO INN: Wants Cash Collateral Use & Credit Line Pact SIX FLAGS: S&P Downgrades Rating on First-Lien Loan to 'BB-' STEINWAY MUSICAL: Moody's Affirms 'B2' Corporate Family Rating SUNCOAST ALUMINUM: Case Summary & 20 Largest Unsecured Creditors SWORDFISH FINANCIAL: Posts Restated Net Loss of $2.0MM in Q3 2009 TAMARACK RESORT: Hearing on Credit Suisse's Conversion Bid Begins TERRA-BENTLEY: State Court Judgment Does Not Bar Avoidance Claims THREADNEEDLE STREET: Case Summary & 10 Largest Unsecured Creditors THRIFTCO INC: Case Summary & 4 Largest Unsecured Creditors THRIFTWAY INC: Case Summary & 20 Largest Unsecured Creditors TIB FINANCIAL: To Finalize Valuation & Purchase Price Allocation TOWN SPORTS: SEC Staff Completes Probe on Accounting Matters TRIANGLE MANAGEMENT: Court Approves Bankruptcy Case Dismissal TRIPEAK LLC: Section 341(a) Meeting Scheduled for Jan. 3 UC FARMS: Case Summary & 2 Largest Unsecured Creditors UNION STREET: Case Summary & 8 Largest Unsecured Creditors UNIVERISTY MILLENIUM: Involuntary Chapter 11 Case Summary VISHAY INTERTECHNOLOGY: Moody's Assigns 'Ba1' Rating on Loan VITRO SAB: Noteholders Ask Court to Block Non-Consensual Exchange WALTER RIZER: Case Summary & 20 Largest Unsecured Creditors WALTERBORO CHRISTIAN: Case Summary & Creditors List WASHINGTON LOOP: Sues First Central for Failed Funding WASTE2ENERGY HOLDINGS: Issues $125,000 Sub. Conv. Debenture WEBSTER FINANCIAL: Fitch Upgrades Ratings, Gives Stable Outlook WELLS FARGO: Capital Improvement Cues Moody's to Affirm Ratings WOODSIDE GROUP: Has $101 Million Comprehensive Settlement W.R. GRACE: Proposes to Settle Massachusetts Tax Claims W.R. GRACE: Presents Settlement with CNA Companies W.R. GRACE: Asks for OK of Deal with Swiss Reinsurance X-RITE INCORPORATED: Moody's Upgrades Corp. Family Rating to 'B2' * Consumer Bankruptcy Filings Drop 13% in November * Mounting State Debts Stoke Fears of a Looming Crisis * Upcoming Meetings, Conferences and Seminars ********* 221-06 MERRICK: Bank Fails to Shorten Bankruptcy ------------------------------------------------ Judge Joel B. Rosenthal approved 21-06 Merrick Blvd. Associates LLC's request for an extension of exclusive time to file a plan of reorganization to and including January 28, 2011. The time to confirm a plan is extended through and including March 28, 2011. Amalgamated Bank's request to dismissal the Debtor's case is denied. Judge Rosenthal said the bank has failed to establish cause to warrant the dismissal of the Debtor's case. The bank's request to terminate the automatic stay for lack of adequate protection is carried until a hearing on January 20, 2011, at 11:00 a.m. in Courtroom 3577, U.S. Bankruptcy Court, 271 Cadman Plaza East, in Brooklyn, New York. All parties may address the Debtor's continued ability to file a feasible plan within a reasonable time and whether sufficient funds are available to the Debtor to pay current and ongoing obligations through Confirmation and until the Debtor's property can support its cash flow requirements. A copy of Judge Rosenthal's December 3, 2010 Decision and Order is available at http://is.gd/ik9fGfrom Leagle.com. Based in Staten Island, New York, 221-06 Merrick Blvd. Associates LLC, c/o BP Real Estate Investors, LLC, filed for Chapter 11 bankruptcy (Bankr. E.D.N.Y. Case No. 10-45657) on June 16, 2010. Bruce Weiner, Esq., at Rosenberg Musso & Weiner LLP, in Brooklyn, serves as the Debtor's counsel. According to the schedules, the Company said assets total $7,015,000 while debts total $3,063,350. 315 UNION: Loan Default Prompts Chapter 11 Bankruptcy Filing ------------------------------------------------------------ 315 Union Street Holdings LLC, and Union Street Plaza Operations LLC filed separate Chapter 11 petitions in the U.S. Bankruptcy Court in Nashville, Tennessee, in order to avert foreclosure. 315 Union and Union Street own the Hotel Indigo on Union Street in downtown Nashville. They valued the property at $13.1 million. G. Chambers Williams III at The Tennessean reports Branch Banking & Trust of Atlanta, owed $17.5 million on a secured loan, in October filed a lawsuit alleging a default by 315 Union Street on the loan. The suit, which was moved to the district court from state court, seeks to foreclose on the property. Steven Lefkovitz, Esq., at Lefkovitz & Lefkovitz, in Nashville, represents the Debtors. Erika R. Barnes, Esq., and Allison Wiemer, Esq., at Stites & Harbison, represent the bank, according to Brian Reisinger at Nashville Business Journal. 315 Union Street Holdings, LLC , filed for Chapter 11 protection on Dec. 3, 2010 (Bankr. M.D. Tenn. Case No. 10-13106). In its schedules, the Debtor disclosed assets of $13,162,646 and debts of $25,484,852. Union Street Plaza Operations, LLC, also filed for Chapter 11 bankruptcy on Dec. 3 (Bankr. M.D. Tenn. Case No. 10-13107). In its schedules, the Debtor disclosed $1,021,971 in assets and $17,695,245 in liabilities. ACTIVECARE INC: Recurring Losses Cue Going Concern Doubt -------------------------------------------------------- ActiveCare, Inc., filed on November 30, 2010, its annual report on Form 10-K for the fiscal year ended September 30, 2010. Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, expressed substantial doubt about ActiveCare's ability to continue as a going concern, following the Company's results for fiscal year 2010. The independent auditors noted that the Company has incurred recurring operating losses and has an accumulated deficit. The Company reported a net loss of $11.64 million on $548,324 of revenue for fiscal 2010, compared with a net loss of $2.42 million on $451,750 of revenue for fiscal 2009. The Company's balance sheet at September 30, 2010, showed $2.73 million in total assets, $1.25 million in total liabilities, and stockholders' equity of $1.48 million. A full-text copy of the Form 10-K is available for free at: http://researcharchives.com/t/s?708a About ActiveCare Inc. ActiveCare, Inc.'s original business involves the manufacture and distribution of medical diagnostic equipment and laboratory stains and solutions. Over the years, it expanded its business plan to incorporate products and services focused on the elderly market. The Company -- http://www.activecare.com/-- has established a CareCenter with highly trained specialists to assist the elderly in managing their daily lives and has developed numerous products designed to assist the elderly maintain a more active and mobile lifestyle. The first product that the Company introduced is the ActiveOne(TM) device. The ActiveOne(TM) is a patented mobile personal emergency response ("PERS") device that allows the user to contact the CareCenter at the push of a button. ADELPHIA COMMUNICATIONS: Trustee Declares $215-Mil. Distribution ---------------------------------------------------------------- The trustees for the Adelphia Recovery Trust have declared a distribution of $215 million in cash payable by December 21, 2010, to holders of interests in the Trust pursuant to the First Modified Fifth Amended Joint Chapter 11 Plan of Reorganization of Adelphia Communications Corporation and Certain Affiliated Debtors, dated as of January 3, 2007, as Confirmed. The Trust has established a Record Date for purposes of this distribution of December 13, 2010. A chart summarizing the distribution of cash to be made to each series of interests in the Trust is available in the "Important Documents Adelphia Recovery Trust" section of Adelphia's Web site at http://www.adelphiarestructuring.com/ Upon distribution, a letter with additional information concerning the distribution will be delivered to holders and will be made available in the "Important Documents Adelphia Recovery Trust" section of Adelphia's Web site. Interest holder inquiries regarding Trust distributions under the Plan should be directed to creditor.inquries@adelphia.com About Adelphia Communications Based in Coudersport, Pennsylvania, Adelphia Communications Corporation was once the fifth-biggest cable company. Adelphia served customers in 30 states and Puerto Rico, and offers analog and digital video services, Internet access and other advanced services over its broadband networks. Adelphia collapsed in 2002 after disclosing that founder John Rigas and his family owed $2.3 billion in off-balance-sheet debt on bank loans taken jointly with the company. Mr. Rigas is serving 12 years in prison, and his son Timothy is serving 15 years. Adelphia Communications and its more than 200 affiliates filed for Chapter 11 protection in the Southern District of New York on June 25, 2002. Those cases are jointly administered under case number 02-41729. Willkie Farr & Gallagher represented the Debtors in their restructuring effort. PricewaterhouseCoopers served as the Debtors' financial advisor. Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represented the Official Committee of Unsecured Creditors. Adelphia Cablevision Associates of Radnor, L.P., and 20 of its affiliates, collectively known as Rigas Managed Entities, are entities that were previously held or controlled by members of the Rigas family. In March 2006, the rights and titles to these entities were transferred to certain subsidiaries of Adelphia Cablevision LLC. The RME Debtors filed for Chapter 11 protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642). Their cases were jointly administered under Adelphia Communications and its debtor-affiliates' Chapter 11 cases. The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007. That plan became effective on Feb. 13, 2007. About Adelphia Recovery Trust The Adelphia Recovery Trust is a Delaware Statutory Trust formed pursuant to the First Modified Fifth Amended Joint Chapter 11 Plan of Reorganization of Adelphia Communications Corporation and Certain Affiliated Debtors, which became effective February 13, 2007. The Trust holds certain litigation claims transferred pursuant to the Plan against various third parties and exists to prosecute the causes of action transferred to it for the benefit of holders of Trust interests. AFFINIA GROUP: Moody's Assigns 'B3' Rating to Add-On Notes ---------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Affinia Group Inc.'s add-on $75 million 9.0% Senior Subordinated Notes due 2014. In a related action Moody's affirmed all of Affinia's ratings: Corporate Family and Probability of Default Ratings at B2; senior secured note rating at B1; and the subordinated note rating at B3. The Speculative Grade Liquidity Rating also was affirmed at SGL-2. Rating Assigned: -- Add-on $75 million 9.0% Senior Subordinated Notes due 2014, B3 (LGD4, 69%). Ratings Affirmed: -- B2, Corporate Family Rating; -- B2, Probability of Default; -- B1 (LGD3, 36%) for the $223 million senior secured notes; -- B3 (LGD4, 69%) for the $267 million subordinated notes; -- B3, Senior Unsecured Issuer Rating; -- Speculative Grade Liquidity Rating of SGL-2 Ratings Rationale Affinia recently announced a $75 million add-on senior subordinated note offering. The net proceeds from the add-on notes will be used to fund the $24 million buy-out the company's non-controlling interest in its Affinia-MAT 50/50 joint venture, and repay $49 million of outstanding borrowings under the company's asset based revolving credit facility. The joint venture comprised the company's brake friction products operations in India. As a 100% subsidiary of Affinia, the operation is expected to provide stronger growth opportunities in the region. The affirmation of the B2 Corporate Family Rating incorporates Moody's expectation that Affinia's operating performance, along with the incremental leverage from the add-on senior subordinated notes, will continue to support the assigned rating over the intermediate term. Affinia's quarterly operating performance in 2010 continues to demonstrate improvement over prior year periods as improved general economic conditions have supported increasing consumer demand for vehicle service. Affinia's product offerings are largely consumables such as filtration and brake products with demand generally correlated with normal maintenance and wear requirements. For the LTM period ending September 30, 2010, Affinia's EBIT/Interest and Debt/EBITDA (including Moody's adjustments) approximated 1.7x, and 4.1x, respectively. The stable rating outlook incorporates Moody's expectation that Affinia's operating performance over the intermediate-term will support the assigned rating as economic conditions in the U.S. stabilize. The automotive aftermarket parts sector benefits from a growing number of registered vehicles and improving trends in passenger miles driven. The Speculative Grade Liquidity Rating of SGL-2 continues to reflect Moody's anticipation that Affinia will maintain a good liquidity profile over the near term. As of September 30, 2010, the company maintained $72 million of cash (excluding $13 million of restricted cash). Liquidity also is supported by a $315 million asset based revolving credit facility which had $199 million of availability as of September 30, 2010, subject to a borrowing base, after $80 million of borrowings and $16 million of letters of credit. Outstandings under the facility will be paid down with $49 million from the proceeds of the above add-on senior subordinate note offering. The facility contains a springing fixed charge coverage covenant once availability falls below the greater of 12.5% of the total revolving loan commitments and $39.5 million. However, Moody's does not expect this threshold to be met over the near-term. Alternate forms of liquidity are limited by the company's revolving credit facility and senior secured note which are secured by substantially all of the company's assets. Affinia's is expected to generate positive free cash flow over the next 12 months as economic conditions supporting its end markets continue to stabilize. The last rating action for Affinia was on June 28, 2010, when Affinia's B2 rating was affirmed and the rating outlook changed to stable from negative. Affinia Group Inc., headquartered in Ann Arbor, MI, is a designer, manufacturer and distributor of aftermarket components for passenger cars, sport utility vehicles, light, medium and heavy trucks and off-highway vehicles. The company's product range addresses filtration, brake and chassis markets in North and South America, Europe and Asia. In 2009, the company reported revenues of approximately $1.8 billion. AFFINIA GROUP: S&P Assigns 'CCC+' Rating on $75 Mil. Notes ---------------------------------------------------------- Standard & Poor's Ratings Services said it has assigned its 'CCC+' issue-level rating on Affinia Group Inc.'s proposed offering of $75 million principal amount of additional notes to its $267 million, 9% senior subordinated notes outstanding that are due 2014 (originally issued on Nov. 30, 2004). S&P assigned this proposed debt a recovery rating of '6', reflecting S&P's expectation that lenders would receive negligible (0% to 10%) recovery of principal in the event of a default. The proposed notes will have the same terms as, and will be treated as a single series with, the 9% senior subordinated notes. The existing 9% senior notes are rated 'CCC+' with a recovery rating of '6'. Net proceeds from the notes issuance will be used to repay $49 million of existing indebtedness under a $315 million asset- based loan revolving credit facility that S&P does not rate and to finance the $24 million acquisition of the company's remaining 50% interest of its India joint venture. In June 2010, Affinia filed a registration statement for an initial public offering of stock. The company said it could raise up to $230 million and would use some of the proceeds to reduce debt and the rest to fund working capital and for other general purposes. Although the execution of the IPO and the amount of debt reduction are uncertain, S&P believes the add-on transaction, if successful, could help the company speed up its reduction in leverage. The ratings on Affinia Group Inc. reflect the company's highly leveraged financial risk profile and participation in the competitive auto aftermarket components industry, which contributes to what S&P considers a weak business risk profile. These factors more than offset Affinia's fair geographic diversity and improving profitability resulting from a multiyear restructuring program, which is now largely complete and has resulted in improved profit margins. Ratings List Affinia Group Inc. Corporate Credit Rating B/Stable/-- New Ratings $342 million 9% senior subordinated notes due 2014 CCC+ Recovery rating 6 AIRCOMM COMMUNICATIONS: Court Outlines Use of Cash Collateral ------------------------------------------------------------- Judge Letitia Z. Paul denied, without prejudice, Regions Bank's emergency motion for order prohibiting Aircomm Communications, Inc. use of cash collateral and for adequate protection. The Bank has not met its burden of proof to establish that any of the Debtor's cash is its cash collateral. The Bank has not presented any evidence, which ties the property covered by its assignment of rents to the Debtor's property. However, the Court noted that the Debtor's obligation to segregate and account for cash collateral is independent of the Bank's motion. Judge Paul said the Debtor may not use the Bank's cash collateral, to the extent that cash collateral exists, without either a further Court order, or the consent of each entity with an interest in the cash collateral. Moreover, to the extent Debtor seeks to use cash collateral, it is obligated to provide adequate protection of each entity's interest in the cash collateral. Regions Bank has filed a proof of claim for $844,757. The Bank asserts that its debt is secured by, inter alia, an assignment of rents as to residential property located in Santa Fe, Texas. A copy of the Court's Memorandum Opinion, dated December 2, 2010, is available at http://is.gd/ikJIbfrom Leagle.com. Aircomm Communications, Inc., filed a voluntary Chapter 11 petition (Bankr. S.D. Texas Case No. 10-80444) on July 30, 2010, listing under $50,000 in both assets and debts. Gerson D. Bloom, Esq., in Galveston, Texas, serves as bankruptcy counsel. A copy of the Debtor's petition is available at http://bankrupt.com/misc/txsb10-80444.pdf AK STEEL: Moody's Assigns 'Ba3' Rating to $150 Mil. Senior Notes ---------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to AK Steel's $150 million 7.625% senior notes issue due 2020. The notes are being issued under the company's well known seasoned issuer shelf rating ((P)Ba3 senior unsecured rating) and are being offered as additional debt securities under the indenture for the previously issued $400 million 7.625% notes due 2020. At the same time, Moody's confirmed the company's Ba2 corporate family rating, the Ba2 probability of default rating, and the Ba3 rating on the $400 million of senior notes due 2020. The outlook is negative. AK Steel's Ba2 corporate family rating considers the company's business mix, its strong contract position, and its excellent reputation for service and technological leadership. In addition, the company's product mix benefits from a meaningful level of value-added products, including coated, electrical and stainless products. The negative outlook reflects AK Steel's weak operating performance in the third quarter, which will continue in the fourth quarter of 2010 as manifested in negative EBITDA/ton and negative earnings performance. Also factored into the outlook are the cost pressures facing the company in light of the increase in the price it pays for iron ore. Moody's expect AK Steel's metrics to remain outside its rating category for the balance of 2010, but to improve to more appropriate levels 2011. This is based upon Moody's expectation for volume improvements, albeit relatively modest, as 2011 progresses and somewhat better price realizations. At this time, an upgrade is unlikely given Moody's expectation for a very gradual recovery for both AK Steel and the industry as a whole. The rating could be lowered if AK Steel experiences a slower-than- expected recovery in volumes and price levels, continues to generate negative EBITDA/ton, debt/EBITDA does not show improvement toward at least a 4x level, or CFO minus dividends to debt stays below 15% for a sustainable period of time. Moody's last rating action on AK Steel was November 19, 2010, when the outlook was changed to negative from stable. Headquartered in West Chester, Ohio, AK Steel is a middle tier integrated steel producer. Revenues during the 12 months ended September 20, 2010 were $5.9 billion on steel shipments of 5.7 million tons. AK STEEL: S&P Affirms 'BB' Rating on $150 Mil. Senior Notes ----------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'BB' issue rating (same as the corporate credit rating) on AK Steel Corp.'s proposed $150 million add-on to its 7.625% senior notes due 2020. The recovery rating is '3', indicating S&P's expectation of meaningful (50%-70%) recovery in the event of a payment default. Proceeds will be used for general corporate purposes. The ratings (BB/Negative/--) on AK Steel reflect what S&P considers to be the company's fair business profile and significant financial risk profile. The ratings also reflect its good market positions in a number of higher value-added steel products, improved capital structure, and adequate liquidity. These positive factors are somewhat offset by its relatively small size, high cost position as an integrated steelmaker, lack of backward integration, limited diversity, high exposure to the automotive market, and improved but still significant legacy costs. The negative outlook reflects S&P's expectation that AK Steel's operating results will likely worsen during the next several quarters because of weaker-than-expected steel demand, and high iron ore costs that the company has been unable to fully recover in pricing. Ratings List AK Steel Corp. Corporate credit rating BB/Negative/-- Rating Affirmed $150 million add-on to 7.625% senior notes due 2020 BB Recovery rating 3 AMBAC FINANCIAL: Wins Nod of BoNY Deal on Purchase Contracts ------------------------------------------------------------ Ambac Financial Group, Inc., received approval from Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York to enter into a stipulation it negotiated with The Bank of New York Mellon for the termination of certain purchase contracts and a pledge of collateral. The Debtor and BoNY Mellon are party to these agreements: (i) An Indenture, dated February 15, 2006, between the Debtor and BoNY Mellon, as trustee; (ii) A Supplemental Indenture No. 1, dated March 12, 2008, between the Debtor and BoNY Mellon, as trustee; (iii) A Pledge Agreement, dated March 12, 2008, between the Debtor, BoNY Mellon, as collateral agent, custodial agent, and securities intermediary, and BoNY Mellon, as purchase contract agent; and (iv) A Purchase Contract Agreement, dated March 12, 2008, between the Debtor and BoNY Mellon, as purchase contract agent. The Debtor issued $250,000,000 in aggregate principal amount of 9.50% senior notes due on February 15, 2021, pursuant to the Indenture and Supplemental Indenture. The Debtor also issued 5,000,000 Corporate Units pursuant to the Purchase Contract Agreement. Each Corporate Unit has a "stated amount" of $50 and consists of: (A) a Purchase Contract, which obligates the holder to purchase, and obligates the Debtor to sell to that Holder, newly issued shares of the Debtor's common stock on May 17, 2011; and (B) a 5% interest in $1,000 in aggregate principal amount of the 9.50% Senior Notes, to be held by BoNY Mellon, as collateral agent, to secure Holders' obligations to purchase Common Stock pursuant to the Purchase Contracts -- the Pledge. Each Corporate Unit Holder had the option to convert its Corporate Units into Treasury Units by substituting the 9.50% Senior Notes held by BoNY Mellon, as collateral agent, with zero- coupon U.S. treasury securities of an equal amount. Under certain circumstances, Treasury Unit Holders could reconvert their units into Corporate Units. The Corporate and Treasury Units are referred to collectively as the "Equity Units." Pursuant to the Purchase Contract Agreement, the commencement of the Debtor's bankruptcy case constitutes a "Termination Event." The Purchase Contract Agreement and the Pledge Agreement provides that upon the occurrence of that Termination Event, both Agreements terminate and BNYM is deemed authorized to release the Collateral to Equity Unit Holders. The Pledge Agreement further provides that upon the occurrence of that Termination Event, BoNY Mellon is required to resign as collateral agent. On November 10, 2010, BoNY Mellon notified the Debtor that it resigned as collateral agent, custodial agent, and securities intermediary under the Pledge Agreement, effective upon the appointment of a successor collateral agent, custodial agent, and securities intermediary. The Debtor and BoNY Mellon have engaged in discussions concerning the effect of the Debtor's bankruptcy on the Purchase Contracts and the Pledge. As a result of those discussions, the Debtor and BNYM entered into the Stipulation modifying the automatic stay to the extent applicable, so that: (1) The Purchase Contracts and the Pledge of Collateral by Equity Unit Holders will be terminated. (2) BoNY Mellon, in its capacities as collateral agent, custodial agent, securities intermediary, and purchase contract agent, is permitted to transfer: (a) each Corporate Unit Holder's pro rata share of the 9.50% Senior Notes Collateral to that Corporate Unit Holder, free and clear of the Pledge; and (b) each Treasury Unit Holder's pro rata share of the Treasury Securities Collateral to that Treasury Unit Holder, free and clear of the Pledge pursuant to the Purchase Contract Agreement. The Purchase Contracts, which form a part of each Equity Unit, are executory contracts. Section 365(e)(1) of the Bankruptcy Code provides that "[n]otwithstanding a provision in an executory contract . . . an executory contract . . . of the debtor may not be terminated or modified . . . at any time after the commencement of the case solely because of a provision in such contract . . . that is conditioned on . . . the commencement of a case under this title." Allison H. Weiss, Esq., at Dewey & LeBoeuf LLP, in New York, says that the Purchase Contracts would likely be considered Financial Accommodation Contracts because they require Equity Unit Holders to purchase Common Stock, that is a "security" of the Debtor, as defined under Section 101(49) of the Bankruptcy Code, on the Purchase Contract Settlement Date. She further notes that Section 555 of the Bankruptcy Code provides an exception to the general rule prohibiting enforcement of ipso facto clauses if the contract in question is a "Securities Contract" within the meaning of the Bankruptcy Code. Here, the Purchase Contracts would likely be considered "Securities Contracts," as they require Equity Unit Holders to purchase Common Stock on the Purchase Contract Settlement Date, she points out. A Termination Event has occurred as a result of the commencement of the Debtor's bankruptcy case, and although the provisions in the Purchase Contract Agreement and the Pledge Agreement providing for the termination of the Purchase Contracts and the Pledge, upon the occurrence of a Termination Event are ipso facto clauses, those provisions are nevertheless enforceable in bankruptcy because the Purchase Contracts may be considered Financial Accommodation and Securities Contracts, Ms.Weiss maintains . 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: Bradley Freedberg Seeks Equity Committee --------------------------------------------------------- In a letter addressed to Tracy Hope Davis, the United States Trustee for Region 2, Bradley S. Freedberg, Esq., at Denver Colorado -- bradfreedberglaw@aol.com -- seeks an appointment of an equity committee to protect the interests of common shareholders of Ambac Financial Group, Inc. in the company's Chapter 11 case. Mr. Freedberg asserts that the appointment of an equity committee is necessary in AFG's Chapter 11 case, as the value of AFG's investment in Ambac Assurance Corporation is, as admitted by AFG management in every quarterly filing, "difficult to quantify." AAC may be worth a great deal more than $1.6 billion to $1.8 billion of debts listed by AFG, Mr. Freedberg contends. Those would make common stock shares "in the money" and that is why an equity committee is required, he insists. 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: Directors Disclose Ownership of Stock ------------------------------------------------------ Certain officers of Ambac Financial Group, Inc. reported in separate regulatory filing with the U.S. Securities and Exchange Commission that they acquired these shares of AFG common stock from November 17 to 30, 2010: Amt. of Shares No. of Price per Beneficially Officer Shares Acquired Share Owned ------- --------------- --------- ------------ Thomas C. Theobald 20,543 $0.18 41,207 Henry D. G. Wallace 25,789 $0.15 2,524 David W. Wallis 10,304 $0.14 419,006 Michael A. Callen 53,630 $0.13 55,132 Mr. Wallis is AFG's president and chief executive officer. Mr. Callen serves as chairman of AFG. Messrs. Theobald and Wallace are directors of AFG. 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: Fitch Puts 'CCC/RR6' Rating on $600 Mil. Notes ----------------------------------------------------------------- Fitch Ratings has assigned a 'CCC/RR6' rating to AMC Entertainment Inc.'s private offering of $600 million senior subordinated notes issuance due 2020. Proceeds of the notes are expected to be used to fund AMC's announced tender offer and consent solicitation for any and all of its $325 million 11% senior subordinated notes due 2016, and Marquee Holdings Inc.'s (parent company) $240.8 million 12% senior discount notes due 2014. A complete list of Fitch's existing ratings for AMC, Marquee and AMC Entertainment Holdings, Inc (parent of Marquee) is provided below. Notes tendered on or before Dec. 14, 2010, would receive a $30 consent payment per $1,000 par value. The company is seeking consent to amend the terms of both tendered notes. The amendments include the elimination of substantially all of the restrictive covenants and certain events of default. Including the consent fees, the total consideration for the AMC 11% senior subordinate notes totaled $1,061 per $1,000 and $827 per $1,000 (or 104.4% of the accreted value) for the Marquee 12% senior discount notes. Any remaining amounts on the notes after the tender offer are expected to be redeemed by AMC and Marquee as soon as possible, in accordance with the terms of the applicable indenture. The tender offers are contingent on both the issuance of at least $600 million from the announced private offering and the receipt of requisite consents on the proposed amendments. Fitch views the transactions as neutral to a slight positive, relative to the IDR, as leverage will remain unchanged, maturities will be extended and interest expense could be reduced, depending on the pricing of the new notes. The ratings continue to reflect these key considerations: -- AMC's ratings are supported by the company's competitive positioning as the second-largest domestic movie exhibitor, with 378 theatres and 5,304 screens. -- 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 in the long term and any potential attendance declines will offset some of the growth in average ticket prices. Fitch expects 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 AMC's total revenues and carry 88% 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 free cash flow negative during periods of reduced attendance). In addition, AMC and its peers rely on the quality, quantity, and timing of movie product, all factors out of management's control. Key Rating Drivers: -- Assuming all things are equal, an attendance decline of 10% to 12.5% (more than the 2005 8% industry attendance decline) could lead to a negative rating action for AMC. Fitch estimates that due to the fixed cost structure nature of movie exhibitors, a 10%-12.5% decline in attendance coupled with the inability to drive growth in concession per patron could result in EBITDA declines in excess of 30%, driving interest coverage below 1.5 times. -- The proposed initial public offering, in its current form with expected proceeds of $450 million, is a positive to the credit profile, however, Fitch expects the rating of AMC to remain unchanged following the IPO. Proceeds of the IPO are expected to be used primarily to repay the facility at AMC Holdco and a $28 million payment to the Sponsors. Assuming that the portion of the IPO proceeds, which was previously intended to be used to redeem the Marquee 12% senior discount notes due 2014, is no longer used to reduce debt, Fitch expects the IPO to reduce gross unadjusted leverage to below 6.5x, compared to its previous expectation of below 6.0x (figures are also pro forma for the Kerasotes acquisition). Positive rating actions could be considered if credit metrics continue to improve and can be sustained, with gross unadjusted leverage reaching 4.5x. As of Sept. 30, 2010, when considering liquidity, AMC had $329 million in cash. Liquidity is also supported by approximately $187 million in availability under AMC's $200 million secured credit facility (reduced by $12.7 million in letters of credit) due 2012. The secured credit agreement contains a secured leverage covenant of 3.25x, which is calculated on a net basis. The company has ample room under this covenant. The company's maturity schedule is manageable. AMC's first material maturity is its revolving credit facility, which comes due in 2012 (none outstanding as of Sept. 30, 2010). AMC's term loan amortizes annually at $6.5 million and has a final maturity in January 2013. Free cash flow for latest 12 months was $57.6 million. Before factoring in any potential dividend post the IPO, Fitch expects FCF to be approximately $100 million for the fiscal years ended 2011 and 2012. As of Sept. 30, 2010, Fitch calculates (pro forma for the Kerasotes acquisition) adjusted gross leverage at approximately 6x (unadjusted gross leverage approximately 7x). Fitch expects these metrics to improve over time with Fitch adjusted gross leverage reaching approximately 5.5x by fiscal year end 2012 (not incorporating the potential impact of the IPO). AMC's Recovery Ratings reflect Fitch's expectation that the enterprise value of the company and, hence, recovery rates for its creditors, will be maximized in a restructuring scenario (going concern) rather than a liquidation. Fitch estimates an adjusted, distressed enterprise valuation of approximately $1.2 billion using a 5x multiple and including an estimate for AMC's 17% stake in NCM of approximately $154 million. Based on this enterprise valuation, overall recovery for total debt is approximately 54% (this is before any administrative claims). The 'RR1' Recovery Rating for the company's secured bank facilities reflects Fitch's belief that 91%-100% expected recovery is reasonable. While Fitch does not assign Recovery Ratings for the company's operating lease obligations, it is assumed the company rejects only 30% of its remaining $3.9 billion in operating lease commitments due to their significance to the operations in a going-concern scenario and is liable for 15% of those rejected values (at a net present value). The 'RR4' Recovery Ratings for AMC's senior unsecured notes (equal in ranking to the rejected operating leases) reflect an expectation of 31%-50% recovery. As a result of the potential for 100% recovery for the senior secured debt in Fitch's recovery analysis, Fitch assumes a nominal concession payment is made to the subordinate debt holders in order to secure their support of a reorganization plan. The 'CCC/RR6' rating for AMC's senior subordinated notes reflects the bonds' structural seniority over Marquee's and AMC Holdco's debt ('CC/RR6') and Fitch's expectation for nominal recovery. Fitch currently rates AMC and its related parent companies: AMC Entertainment Inc. -- Issuer Default Rating 'B'; -- Senior secured credit facilities 'BB/RR1'; -- Senior unsecured notes 'B/RR4'; -- Senior subordinated notes 'CCC/RR6'. Marquee Holdings, Inc. -- IDR 'B'; -- Senior discount notes 'CC'/RR6'. AMC Entertainment Holdings, Inc. -- IDR 'B'; -- Senior unsecured term loan 'CC'/RR6'. AMERICAN HOUSING: Emerges From Chapter 11 Protection ---------------------------------------------------- American Housing Foundation has emerged from Chapter 11 protection through a plan that will pay creditors from the sale of its apartment communities, American Bankruptcy Institute reports. As reported in the Troubled Company Reporter on November 1, 2010, the Plan involves selling apartment complexes the foundation owns, selling others owned by partnerships the Company's controls or is the majority owner, and finding ways to exit other partnerships in which the Company is less in control, according to the report. Additionally, the Plan also calls for Trustee Walter O'Cheskey to become president of the Company and to oversee payment of creditors. The Company would pay him $1,250 a week as president and an additional $5,000 per month to supervise the liquidation. Mr. O'Cheskey will also get 3% of any money he distributes beyond what the court is holding for the estate when the plan becomes final. The Plan proposes to pay $4.5 million to Texas Capital Bank for loans that totaled $9.6 million before the bankruptcy began. Other creditors could receive 20% to 40% of what's owed them, based on the trustee's estimate. Lawyers for creditors not on the committee estimate the payout being possibly as little as a dime for every dollar owed. There are up to $135 million in claims against AHF by unsecured creditors. About American Housing Founded as a Texas 501(c)(3) non-profit corporation in 1989, American Housing Foundation owns and operates over 12,500 residential units, making AHF one of the nation's largest entities primarily dedicated to the workforce housing market. Residents in AHF properties benefit from significantly below market rental rates. AHF filed for Chapter 11 on June 11, 2009 (Bankr. N.D. Tex. Case No. 09-20373). Judge Robert L. Jones handles the case. Robert Yaquinto, Jr., Esq., at Sherman & Yaquinto, LLP, represents the Debtor in its restructuring efforts. At the time of the filing, AHF estimated it had assets and debts of $100 million to $500 million. Nine creditors had filed an involuntary petition to send AHF to Chapter 11 in April 2009. Robert L. Templeton, who asserts a $5.1 million claim on account of an investment, has the largest claim among the petitioners, which are being represented by David R. Langston, Esq., at Mullin, Hoard & Brown, in Lubbock, Texas. Walter O'Cheskey, as Chapter 11 trustee is now managing the Chapter 11 case of AHF. Focus Management Group serves as adviser to the trustee. AMERICAN TOWER: S&P Assigns 'BB+' Rating to $1 Bil. Notes --------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB+' issue rating and '3' recovery rating to Boston-based wireless tower operator American Tower Corp.'s $1 billion of senior notes due 2018. The company will use proceeds to finance acquisitions, including up to $200 million for the acquisition of towers from Cell C (Pty.) Ltd. and up to $500 million for any proposed acquisitions in Latin America, including additional tranches of tower purchases in Colombia, Peru, and Chile. The company also said it could use the proceeds to repay revolving credit facility borrowings used to fund acquisitions. In November 2010, American Tower entered into a definitive agreement with Cell C (Pty.) Ltd. to purchase up to approximately 1,400 existing towers and up to 1,800 additional towers in South Africa that either are under construction or will be constructed, for an aggregate purchase price of up to $430 million. The company expects to close the purchase of the existing towers by early 2011. American Tower's 'BB+' corporate credit rating and stable outlook are unchanged and reflect the company's strong business characteristics, including its long-term contracts with large national wireless carriers. This business contributes to very high tower gross profit and consolidated EBITDA margins, which totaled 77% and 65%, respectively, for the third quarter of 2010. The rating is constrained by the company's aggressive financial profile, including leverage of about 5.2x, and expectations for continued acquisitions and stock repurchases that will prevent leverage from improving to under 4.0x on a sustained basis, which would be more commensurate with a higher rating. Ratings List American Tower Corp. Corporate Credit Rating BB+/Stable/-- New Ratings American Tower Corp. $1 billion senior notes due 2018 BB+ Recovery Rating 3 ANN DURHAM: Case Summary & 19 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Ann C. Durham P.O. Box 1092 Bellevue, WA 98004 Bankruptcy Case No.: 10-24489 Chapter 11 Petition Date: December 2, 2010 Court: U.S. Bankruptcy Court Western District of Washington (Seattle) Judge: Karen A. Overstreet Debtor's Counsel: Larry B. Feinstein, Esq. VORTMAN & FEINSTEIN 500 Union Street, Suite 500 Seattle, WA 98101 Tel: (206) 223-9595 E-mail: feinstein2010@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 19 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/wawb10-24489.pdf ARAWAK ENTERPRISES: Case Summary & Largest Unsecured Creditor ------------------------------------------------------------- Debtor: Arawak Enterprises, LLC 3851 SW 128th Avenue Miramar, FL 33027 Bankruptcy Case No.: 10-96718 Chapter 11 Petition Date: December 6, 2010 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Paul Reece Marr, Esq. PAUL REECE MARR, P.C. 300 Galleria Parkway, N.W., Suite 960 Atlanta, GA 30339 Tel: (770) 984-2255 Fax: (770) 984-0044 E-mail: pmarr@mindspring.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Somdath Hardeo, manager. The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Clayton County Property Tax $20,412 Tax Commissioner 121 S. McDonough Street Jonesboro, GA 30236 ARCHSTONE-SMITH: Restructuring Cuts Debt by More Than $5.4BB ------------------------------------------------------------ Archstone-Smith Trust completed a comprehensive financial restructuring effective December 2, 2010. Under the restructuring, the company's total debt is reduced by more than $5.4 billion, and substantially all of its near-term debt maturities are extended. "We are delighted to have reached an agreement that balances the needs of all constituents," said Scot Sellers, Archstone's chief executive officer. "The debt restructuring significantly improves Archstone's balance sheet and financial flexibility, and positions the company for continued success and value creation through acquisition and development activity in all of our markets." Chaz Mueller, Archstone's chief operating officer, added: "This restructuring resolves legacy financial issues and will allow the company to focus on growing our best-in-class brand and operating platform. We remain committed to providing the best service to our residents and enhancing the performance of our operating communities." About Archstone Archstone considers itself a national leader in apartment investment, development and operations. The company's portfolio is concentrated in many of the most desirable neighborhoods in and around Washington, D.C., Los Angeles, San Diego, San Francisco, New York, Seattle and Boston. As of September 30, 2010, the company owned or had an ownership position in 441 communities located in the United States and Europe, representing 81,613 units, including units under construction. ASTORIA FINANCIAL: Fitch Upgrades Individual Rating From 'C/D' -------------------------------------------------------------- Fitch Ratings has affirmed Astoria Financial Corp.'s long- and short-term Issuer Default Ratings: -- Long-term IDR at 'BBB-'; -- Short-term IDR at F3'. Fitch has also upgraded AF's Individual rating to 'C' from 'C/D'. Additionally, Fitch has revised AF's Rating Outlook to Stable from Negative. A full list of ratings and Fitch actions follows at the end of this release. The ratings affirmation and Outlook revision to Stable reflects a stabilization of AF's asset quality. The actions also reflect an upward trend in AF's capital ratios and an improvement in the management of its interest rate risk. Fitch views each of these developments as key rating drivers. In addition, AF has remained profitable through the current credit cycle even as many of its peers have recorded losses. On the other hand, management of liquidity at the holding company, regulatory uncertainty and continued competition from the government-sponsored enterprises are the main constraining factors. The performance of AF's loan portfolio is closely tied to the overall economic environment, and more particularly to the level of unemployment in its primary market (New York). In Fitch's view, the unemployment rate is likely to continue putting pressure on the level of NPAs in the 1-4 family portfolio for the foreseeable future. Conversely, the level of chargeoffs should remain low because AF's historically low-LTV underwriting standards provide a significant cushion to declines in property values. Annualized NCOs totaled just 0.76% of average loans during the first nine months of 2010, which is well below AF's similarly-rated peers. AF's Alt-A portfolio, primarily stated income verified asset mortgages, has been the main source of delinquencies and chargeoffs, particularly in loans that were made outside of AF's primary market. The multifamily and commercial real estate portfolios have experienced minimal credit deterioration, which is reflective of the rent-controlled nature of many of the properties backing these loans and low LTVs at origination (generally around 60%). Fitch views the competitive pressures from the GSEs as a potential concern, particularly if the increased conforming loan limits are extended beyond the current September 2011 deadline. AF has been prudent in avoiding direct competition with the GSEs and limiting expansion into areas outside of its traditional expertise. Fitch will continue to evaluate how management responds to these challenges in its primary market. While profitability metrics have improved modestly over the past year, further expansion in net interest income is likely to be limited by the continued contraction of the loan portfolio and the interest rate environment. The improvement in AF's capital ratios, which has resulted mainly from balance sheet contraction over the last several quarters, is a positive rating driver. Lower dividends on common stock and lack of share buyback activity have also helped strengthen capital metrics. The tangible equity to tangible assets ratio was 5.63% at Sept. 30, 2010, which is up from 4.98% at Sept. 30, 2009, but still below most similarly rated peers. However, it is important to take into account AF's low loss experience when comparing its capital levels with peers. Fitch expects capital levels to continue showing modest improvement over the coming quarters due to balance sheet shrinkage. Positively, AF has improved its interest rate risk profile by taking advantage of the risk aversion among its retail customers to extend the duration of its deposits, which leaves the company better positioned for a rising interest rate environment. While liquidity levels at the thrift subsidiary are adequate, Fitch remains concerned about the management of liquidity at the holding company. The holding company maintains a limited amount of liquid assets and relies on quarterly dividends from the thrift subsidiary, which require regulatory approval. The dividends are used to service senior unsecured debt and junior subordinated securities, as well as the payment of quarterly common dividends. The looming regulatory changes emerging from the Dodd-Frank Act are likely to have a meaningful impact on AF's regulatory regime and capital requirements. As a thrift holding company, AF was not subjected to specific regulatory capital requirements at the holding company level. However, with the elimination of the Office of Thrift Supervision under the Dodd-Frank Act, Fitch expects that AF will become subject to stricter regulatory capital requirements. The specifics of these requirements have not yet been detailed, however, Fitch's ratings incorporate AF's ability to meet any new regulatory standards. Although not an immediate issue, Fitch will evaluate how management responds to these changes in terms of its growth and capital strategies. Factors that may have positive rating implications on AF's ratings and/or Outlook include: -- Institution of a more formalized liquidity management policy, which Fitch believes will provide for more robust liquidity at the holding company; -- A reduction, by Congress, of the GSE conforming loan limits; -- Stronger regulatory and tangible (Fitch Core Capital) capital ratios; -- Improvement in the unemployment rate in AF's primary market. Factors that may negatively affect the ratings and/or Outlook include: -- Further deterioration in the level of NPAs or losses, which may be caused by increases in unemployment rates or further declines in home values; -- Inability to sustain or improve current levels of regulatory and tangible capital. Fitch has affirmed these ratings with a Stable Outlook: Astoria Financial Corp. -- Long-Term IDR at 'BBB-'; -- Short-Term IDR at 'F3'; -- Senior unsecured at 'BBB-'; -- Support at '5'; -- Support Floor at 'NF'. Astoria Federal Savings & Loan -- Long-Term IDR at 'BBB'; -- Long-term Deposits at 'BBB+'; -- Short-Term IDR at 'F2'; -- Short-Term Deposits at 'F2'; -- Individual Rating at 'C'; -- Support at '5'; -- Support Floor at 'NF'. Astoria Capital Trust I -- Preferred stock at 'BB-' Fitch has also upgraded this rating: Astoria Financial Corp. -- Individual Rating to 'C' from 'C/D'. AURORA DIAGNOSTICS: S&P Affirms 'B' Corporate Credit Rating ----------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'B' corporate credit rating on Palm Beach Gardens, Florida-based Aurora Diagnostics Inc. The rating outlook is stable. S&P also assigned a 'CCC+' credit rating (two notches lower than the corporate credit rating on the parent) to subsidiary Aurora Diagnostics Holdings LLC's proposed $230 million senior unsecured notes due 2017. At the same time, S&P raised its rating on Aurora Diagnostics LLC's senior secured credit facility, which consists of a senior secured term loan due 2016 and a $110 million revolving credit facility due 2015, to 'B+' from 'B'. S&P is also revising the recovery rating on the debt to '2' from '4'. "The low speculative-grade ratings on Aurora reflect its weak business risk profile," said Standard & Poor's credit analyst Gail Hessol, "which is characterized by a relatively small scale compared to much larger competitors, an aggressive growth strategy, narrow operating focus, the potential for reimbursement pressure, and early-stage status." Pro forma adjusted debt to EBITDA of more than 5x, and the possible call on liquidity from earnout payments and tax receivables agreements are features of the highly leveraged financial risk profile. Aurora's weak business risk profile reflects this young company's small scale relative to competitors Quest Diagnostics Inc. and Laboratory Corp. of America Holdings that offer a broader and more diverse range of diagnostics services. Aurora's competitors also include local established providers, as well as its own customers, who have the ability to insource the technical component (e.g., specimen preparation) of diagnostic testing. S&P believes that Aurora will pursue an aggressive acquisition-based growth strategy. While growth could add scale and service diversity, it also introduces integration risk or the possibility for a failed acquisition. AURORA DIAGNOSTICS: Moody's Assigns 'B2' Rating to $230 Mil. Notes ------------------------------------------------------------------ Moody's Investors Service assigned a B2 (LGD5, 75%) rating to Aurora Diagnostics Holdings, LLC's proposed issuance of $230 million in senior unsecured notes due 2017. Aurora Diagnostics Holdings, LLC is the parent holding company of Aurora Diagnostics, LLC (collectively Aurora or the company). Moody's also upgraded the rating on Aurora's credit facility to Ba1 (LGD2, 19%) from B1 (LGD3, 48%). Concurrently, Moody's assigned the B1 Corporate Family and Probability of Default Ratings to Aurora Diagnostics Holdings, LLC, the highest level entity in the corporate structure with rated debt, and withdrew the Corporate Family and Probability of Default Ratings at Aurora Diagnostics, LLC. The outlook for the ratings was changed to negative from stable. The upgrade of the rating on the company's senior secured credit facility reflects the benefit of the addition of a considerable amount of debt that would be expected to absorb losses prior to the bank debt and the expectation of a significant reduction in outstanding term loan with the proceeds of the proposed note issuance. Moody's notes that even a modest difference in the amount of unsecured debt raised or secured debt repaid in this transaction could affect the notching of both classes of debt. The negative rating outlook reflects the increase in leverage resulting from the contemplated bond offering. Moody's understands that the company is still contemplating an equity offering, the proceeds of which Moody's expect to be used to pay down debt. However, Moody's remain concerned about the company's ongoing credit metrics at the current rating level if the offering is not completed or if proceeds are applied to other uses. This is a summary of Moody's rating actions. Ratings assigned: Aurora Diagnostics Holdings, LLC: -- $230 million senior unsecured notes due 2017, B2 (LGD5, 75%) -- Corporate Family Rating, B1 -- Probability of Default Rating, B1 -- Speculative Grade Liquidity Rating, SGL-2 Ratings upgraded: Aurora Diagnostics, LLC: -- Senior secured revolving credit facility, to Ba1 (LGD2, 19%) from B1 (LGD3, 48%) -- Senior secured term loan due 2016, to Ba1 (LGD2, 19%) from B1 (LGD3, 48%) Ratings withdrawn: Aurora Diagnostics, LLC: -- Corporate Family Rating, B1 -- Probability of Default Rating, B1 -- Speculative Grade Liquidity Rating, SGL-2 Ratings Rationale Aurora's B1 Corporate Family Rating reflects the company's comparatively small scale, relatively short operating history at its current size and the potential risks associated with a rapid growth rate. Moody's also considers the significant amount of contingent liabilities in the form of future earnouts and future payments under a tax receivable arrangement relative to the debt level. However, Moody's also considers the company's history of favorable operating performance, including strong margins, solid free cash flow generation and relatively modest financial leverage targets. Upward pressure on the rating is limited due to the company's size, risks associated with a rapid growth strategy and the increase in leverage from the proposed bond offering. However, Moody's could change the outlook back to stable if the company completes the IPO and uses proceeds to reduce debt. Moody's could also consider stabilizing the outlook if the company exhibits strong organic growth such that adjusted debt to EBITDA, excluding obligations related to earnouts, approaches a sustainable level of about 4.0 times. Conversely, Moody's could downgrade the rating if the company is unable to reduce leverage in the near term due to operating difficulty in its core business, either through pressure from commercial payors on reimbursement rates or loss of physician referrals for the company's services, or if Aurora experiences integration issues with future acquisitions. Additionally, Moody's could consider downgrading the rating if the company does not complete its contemplated equity offering or if proceeds from the offering are not used for debt repayment. Moody's last rating action on Aurora was on May 4, 2010, when Moody's assigned a B1 Corporate Family and Probability of Default Rating, a B1 (LGD3, 48%) rating to the senior secured credit facilities and a Speculative Grade Liquidity Rating of SGL-2. Headquartered in Palm Beach Gardens, Florida, Aurora, through its subsidiaries, provides physician-based general anatomic and clinical pathology, dermapathology, molecular diagnostic services and other esoteric testing services to physicians, hospitals, clinical laboratories and surgery centers. The company recognized approximately $200 million in revenue for the twelve months ended September 30, 2010. BERNARD L MADOFF: Shapiro Settles Picard Suit for $625 Mil. ----------------------------------------------------------- Irving H. Picard, a partner with Baker & Hostetler LLP and the SIPA Trustee for the liquidation of Bernard L. Madoff Investment Securities LLC joined with the Securities Investor Protection Corporation (SIPC) in disclosing that he has entered into a $550 million settlement agreement with the family of Carl Shapiro. The agreement resolves the Trustee's potential claims against the Shapiro Family and its related entities. The $550 million will be added to the fund of customer property being assembled by the Trustee for equitable distribution to customers of BLMIS with valid claims. 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 December 21, 2010. The filing states that $38 million of the $550 million settlement payment represents the full amount that the Trustee demanded from Robert Jaffe in connection with his role with Cohmad Securities Corporation ("Cohmad"), as well as all amounts he withdrew from Madoff since the 1980s. "This agreement represents a financially rewarding outcome and it is a strong example of the progress we are making in assembling the largest fund possible for the benefit of BLMIS customers with valid claims," said Mr. Picard. Securities Investor Protection Corporation Board Chairman Orlan Johnson said: "The Trustee used the legal tools made available under the Bankruptcy Code and SIPA to benefit the victims here. The Madoff case is now entering a new phase. I hope this marks the beginning of a period that will see many such settlements." SIPC President Stephen Harbeck added: "The actions of the Trustee and his attorneys once again demonstrate exactly how the Securities Investor Protection Act is intended to work. SIPC has advanced the administrative expenses for the investigation, factual discovery, and legal proceedings for the benefit of Madoff's customers. The trustee has used those funds to generate a substantial fund that can be used to help put Madoff customers on the road to the maximum possible recovery." "The global nature of the settlement allows the Trustee to avoid the complications associated with litigating against and collecting judgments from numerous Shapiro BLMIS account holders and permits swift recovery of an amount which exceeds the current net worth of Carl J. Shapiro, Ruth E. Shapiro, and Robert M. Jaffe, combined," said David J. Sheehan, counsel for the Trustee and a partner at Baker & Hostetler LLP, the court-appointed counsel for the Trustee. "The payment of $38 million by Mr. Jaffe is particularly gratifying, as that amount exceeds the Trustee's demand for all fees paid to him as well as all of his withdrawals--including both fictitious profits and principal--from his own BLMIS accounts dating back to when those accounts opened," said Oren Warshavsky, a partner with Baker & Hostetler and a senior lead attorney on the settlement team. "In satisfying the Trustee's demand in full, Mr. Jaffe has distinguished himself from the other officers and directors of Cohmad, who have yet to recognize any culpability for their involvement in recruiting victims for Madoff." Carl Shapiro was one of BLMIS's earliest investors. He maintained accounts with BLMIS in his own name, in the name of family members and various trusts, limited liability companies, partnerships, and corporate entities, some of which were established in the early 1960s. Mr. Jaffe, his son-in-law, began working for Cohmad in the late 1980s. In addition to Mr. Sheehan and Mr. Warshavsky, the Trustee acknowledges the contributions of the Baker & Hostetler attorneys who worked on this settlement agreement and filing: Thomas Lucchesi, Lauren Resnick, Tracy Cole, Seanna Brown, and Marc Hirschfield. The settlement filed by the Trustee also states that the Shapiro Family has separately agreed with the United States Department of Justice to settle civil forfeiture claims for an additional payment of $75 million, bringing the total amount paid by the Shapiro Family to $625 million, of which $550 million will be paid to the Trustee for the BLMIS Customer Fund. * * * The Wall Street Journal's Michael Rothfeld reports that Irving H. Picard, a partner with Baker & Hostetler LLP and the SIPA Trustee for the liquidation of Bernard L. Madoff Investment Securities LLC, and federal prosecutors have reached a $625 million settlement with the family of Carl Shapiro, a longtime friend and customer of Bernard Madoff. Mr. Picard has alleged that Mr. Shapiro, a former women's clothing entrepreneur, had earned $1 billion from his Madoff investments. According to the Journal, Mr. Shapiro's family said in a statement they were pleased to resolve the case, and that the "settlement will allow substantial funds to be distributed to those hurt most by Madoff's fraud." The Journal relates the settlement also resolves Mr. Picard's claims against Robert Jaffe, Mr. Shapiro's son-in-law and a former executive at Cohmad Securities Corp., a brokerage that operated out of Mr. Madoff's Manhattan office. Under the settlement, about $38 million will be paid on behalf of Mr. Jaffe and an entity controlled by him. 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. BERNARD L MADOFF: Picard Sues NY Mets Owner & Sterling Equities --------------------------------------------------------------- Irving H. Picard, the Trustee for the liquidation of Bernard L. Madoff Investment Securities LLC disclosed the filing of a complaint under seal in the United States Bankruptcy Court for the Southern District of New York against Sterling Equities, its partners, their family members, and certain related trusts and entities. "We are currently engaged in good-faith negotiations with the Sterling Defendants," said Mr. Picard. "We have been working diligently to achieve a mutually acceptable resolution of our claims," added David J. Sheehan, counsel to the Trustee and a partner at Baker & Hostetler LLP, the court appointed counsel for Mr. Picard. "In light of the ongoing negotiations between the Sterling Defendants and the Trustee, and consistent with Court orders, we have filed the complaint under seal," said Fernando A. Bohorquez, Jr., a Baker & Hostetler partner representing the Trustee. "Under those circumstances, we will not move to unseal the complaint and exhibits at this time." In addition to Mr. Sheehan and Mr. Bohorquez, the Trustee acknowledges the contributions of the Baker & Hostetler attorneys who worked on this filing: Thomas Lucchesi, Lauren Resnick, Kathryn Zunno, Amanda Fein, Keith Murphy, Marc Skapof, and George Klidonas. * * * Dow Jones Newswires' Chad Bray reports that Irving H. Picard, a partner with Baker & Hostetler LLP and the SIPA Trustee for the liquidation of Bernard L. Madoff Investment Securities LLC, sued Fred Wilpon, the principal owner of the New York Mets baseball team, and his real-estate investment firm, Sterling Equities Associates, on Tuesday. Sterling Equities and its partners are among the so-called "net winners" whom Mr. Picard claims withdrew more than they originally invested with Mr. Madoff. According to Dow Jones, the lawsuit was filed in U.S Bankruptcy Court in Manhattan under seal on Tuesday in light of the ongoing negotiations, said Fernando Bohorquez Jr., Esq., a lawyer representing Mr. Picard. Mr. Picard faces a December 11 deadline to file suits to recover money from investors who allegedly received false profits from the Madoff fraud or persons or institutions he claims enabled the fraud. Dow Jones that in a court filing last year, Mr. Picard alleged a partnership associated with the baseball team, Mets LP, gained a net $48 million through its investments with Mr. Madoff. Mr. Picard said at that time the partnership deposited about $523 million over the years with Mr. Madoff, a longtime friend of Mr. Wilpon's, and withdrew about $571 million. Dow Jones says Sterling Equities declined comment in a statement Tuesday. Dow Jones also notes Mr. Wilpon and Sterling Equities were sued in July on behalf of participants in the company's 401(k) plan. The widow of a plan participant claimed 92% of the plan's assets, or about $16.2 million, were invested with Mr. Madoff's firm at the end of 2007. Sterling Equities said at the time that the lawsuit was without merit and that the plan and its participants were "among the many victims of the Madoff fraud." * * * The Wall Street Journal's Michael Rothfeld reports that lawyers following the Madoff case say Mr. Picard is exploring uncharted legal ground with attempts to hold banks responsible for failing to sound alarms despite their own alleged suspicions of his operation and internal reviews. The banks "are fair game," the Journal quotes Ed Davis, Esq., a Miami attorney as saying. Mr. Davis represents fraud victims internationally. Mr. Picard "is really sending a message to the world that you can't just close your eyes and cover your ears and rake in the profits and say, 'Oh, we didn't' know what was going on.'" As reported by the Troubled Company Reporter, Mr. Picard in the past two weeks has sued UBS AG, HSBC Holdings PLC and J.P. Morgan Chase & Co. All have denied wrongdoing relating to their sponsorship of investment vehicles or account services connected to Mr. Madoff. According to the Journal, JPMorgan has accused Mr. Picard of trying to grab headlines with "irresponsible and overreaching allegations." Mr. Picard has so far recovered about $2.6 billion of the $20 billion he estimates was lost by investors in the Ponzi scheme. According to the Journal, Mr. Picard's collections could run up to $10 billion if he settles on favorable terms with either with the estate of Jeffry Picower, the late Florida investor he has sued for $7.2 billion, or the estate of California money manager Stanley Chais, whom he has sued, with related entities, for $1.1 billion. According to the Journal, Harvey R. Miller, a bankruptcy attorney at Weil, Gotshal & Manges LLP, said Mr. Picard, a bankruptcy lawyer working as trustee for the federal Securities Investor Protection Corp., is obligated to pursue all viable claims for Mr. Madoff's victims. If he doesn't, Mr. Miller said, the Madoff investors could ask a judge to take those lost claims out of Mr. Picard's fees. "He's pushing the envelope a bit," Mr. Miller said, "that's what litigators do." 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. BETHLEHEM STEEL: ArcelorMittal Sues Over Tax Benefits ----------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that ArcelorMittal, the successor to the company that purchased Bethlehem Steel Corp.'s assets out of bankruptcy, has filed suit against the former steel company's Chapter 11 estate, demanding tax breaks tied to more than $1 billion in operating losses. Headquartered in Bethlehem, Pennsylvania, Bethlehem Steel Corporation -- http://www.bethlehemsteel.com/-- was the second- largest integrated steelmaker in the United States, manufacturing and selling a wide variety of steel mill products including hot- rolled, cold-rolled and coated sheets, tin mill products, carbon and alloy plates, rail, specialty blooms, carbon and alloy bars and large diameter pipe. The Company filed for chapter 11 protection on October 15, 2001 (Bankr. S.D.N.Y. Case No. 01-15288). Jeffrey L. Tanenbaum, Esq., and George A. Davis, Esq., at Weil, Gotshal & Manges LLP, represented the Debtors in their restructuring, the centerpiece of which was a sale of substantially all of the steelmaker's assets to International Steel Group. Bethelehem disclosed $4,266,200,000 in total assets and $4,420,000,000 in liabilities as of the bankruptcy filing. Bethlehem obtained confirmation of a chapter 11 plan on October 22, 2003, which took effect on December 31, 2003. BEVERLY KAY: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Beverly Kay Holding, LLC 1023 East Frye Road Phoenix, AZ 85048 Bankruptcy Case No.: 10-38747 Chapter 11 Petition Date: December 2, 2010 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Sarah Sharer Curley Debtor's Counsel: Charles L. Firestein, Esq. LAW OFFICE OF CHARLES L. FIRESTEIN, P.C. 7227 N. 16th St., #124 Phoenix, AZ 85020 Tel: (602) 235-9000 Fax: (602) 235-9040 E-mail: charles@firesteinpc.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Beverly K. Blank Schonbrunn, managing member. BIO-RAD LABORATORIES: Fitch Puts 'BB+' Rating on Senior Notes ------------------------------------------------------------- Fitch Ratings has assigned an initial Issuer Default Rating and debt ratings to Bio-Rad Laboratories, Inc.: -- Long-term IDR 'BBB-'; -- Senior secured credit facility 'BBB-'; -- Proposed senior unsecured notes 'BBB-'; -- Senior subordinated notes 'BB+'. The Rating Outlook is Stable. The ratings apply to approximately $742.8 million in debt outstanding at Sept. 30, 2010. The proceeds of Bio-Rad's proposed $425 million senior unsecured notes will be used to refinance the company's 7.5% $225 million senior subordinated notes due 2013 and 6.125% $200 million senior subordinated notes due 2014. Bio-Rad's 'BBB-' IDR reflects these credit considerations: Operating Profile Supported By Recurring Revenue Sales, While Economic Headwinds Are Impacting The Life Science Segment: Bio-Rad operates within sub-segments of the life science and clinical diagnostics markets, with sales in recent periods comprised about 35% through the company's life science business and 65% through its clinical diagnostics business. The market for the equipment sold through the life science segment slowed significantly beginning in 2008, due to delayed or reduced spending by various market end-users in the face of poor macro economic conditions globally. However, Bio-Rad's sales growth in recent periods has been supported through the relatively greater resilience of market demand in the clinical diagnostics segment. Bio-Rad's clinical diagnostics segment sales are almost entirely comprised of consumable products, which are relatively inexpensive and are often critical inputs to diagnostic procedures conducted in hospital and laboratory settings. About 70% of Bio-Rad's consolidated sales are generated through these types of consumable products and a large percentage of that 70% represent sales which are contracted through the placement of Bio-Rad's capital equipment with the end-user. This ensures relatively stable sales volumes and reliable cash generation. In general, Fitch expects clinical diagnostic market sales growth to continue in the mid-single digit range, supported by favorable demographics indicating continuing growth in health care spending, as well as potentially favorable volume impacts of healthcare reform in the US. In contrast, the life science market is likely to continue to exhibit flat growth globally until a sustained macro economic recovery stimulates a rebound in end-user capital expenditure budgets. Bio-Rad's sales growth rebounded in the first nine-months of 2010, with reported sales up 8.1% versus the prior year period. However, Bio-Rad was facing an easy comparison against flat reported sales growth for 2009. In general, Fitch believes that the aforementioned economic headwinds affecting Bio- Rad's end user markets are continuing to impact sales. Recently Improved Profitability And Cash Flows, Solid Liquidity Profile: Improved profitability has offset the impact of tepid sales growth in recent periods. In 2009, EBITDA grew 9% -- to $345 million from $316 million in 2008 -- despite flat reported sales growth, mostly as the result of improvement in the gross margin. Bio- Rad's gross margin improved by 140 bps in 2009 to 56.0% from 54.6% in 2008; and at 56.4% in 3Q'10 was flat relative to third-quarter 2009 (3Q'09). Fitch believes that Bio-Rad's recent gross margin expansion is attributable to several factors, including: -- Reduction of manufacturing costs; -- Favorable product mix shift; and -- A reduction of royalty payments in the clinical diagnostic segment due to patent expirations. The portion of gross margin improvement realized as a result of permanent cost reductions in manufacturing should be sustainable as sales volumes recover, but other items will probably reverse out, including the product mix benefits and some one time items, such as proceeds received in 2Q'10 from resolution of an intellectual property dispute. Bio-Rad has a solid liquidity profile, with no particular areas of concern. Bio-Rad's high proportion of recurring revenue sales supports stable operating cash flow. The level of free cash flow (FCF; equals cash from operations less dividends and capital expenditure) generation has improved since 2006, and expanded significantly to $258 million (representing a very strong 14.5% FCF margin) for 2009. Stronger FCF was driven by higher operating cash flow aided by enhanced profitability as well as a positive working capital shift due mostly to a decrease in inventory, as well as lower capital expenditure and cash taxes. This was somewhat offset by higher interest expense following a May 2009 debt issuance. Bio-Rad's historically high level of FCF generation in 2009 is not likely sustainable. Fitch projects that it will remain solid but track back toward a more typical level for Bio-Rad ($100-$150 million annually, about a 7-8% FCF margin) beginning in 2010. Fitch's projection is due to the reversal of some working capital benefits related to decreased inventory levels, higher cash taxes and capital expenditures. For the latest-twelve-months ended Sept. 30, 2010 Bio-Rad produced FCF of $167 million. Fitch believes that Bio-Rad's currently flush available liquidity profile ($630 million in cash on hand at Sept. 30, 2010, and about $190 million in availability on its $200 million credit revolver, reduced by outstanding letters of credit) may be tapped in the near-term to pay for acquisitions. However, Fitch expects that cash levels will remain more than adequate to fund operations. Bio-Rad's debt maturity schedule is not a credit concern. Bio-Rad plans to refinance the 2013 and 2014 senior subordinated note maturities using proceeds of the proposed senior unsecured notes issue. The next debt maturity occur in 2014 when the currently undrawn $200 million credit facility expires, followed by maturity of the 8% $300 million senior subordinated notes in 2016. Bio-Rad's bank facility terms include financial maintenance covenants that require the company to maintain leverage below 3.5x and interest coverage above 4.0x. Fitch believes that Bio-Rad has ample operating cushion relative to the covenant levels. As of Sept. 30, 2010 debt-to-EBITDA equaled 1.9x and EBITDA-to-interest expense equaled 6.7x. Debt-to-EBITDA net of cash equaled 0.2x. Event Risk Related To Potential For Leveraging Acquisitions: Bio-Rad operates in highly competitive industries in which there has been a good deal of consolidation in recent years. However, Bio-Rad's acquisition history has been measured. Aside from a $370 million transaction in 2007, acquisitions over the past decade have been comprised of smaller tuck-ins which complement Bio-Rad's existing technologies and R&D program. However, many of its competitors have a history of consummating larger, leveraging acquisitions. As such, Fitch believes Bio-Rad could undertake a leveraging transaction. A $300 million notes issuance in 2009 has provided Bio-Rad with some dry-powder for acquisitions. Since the 2009 notes issuance, Bio-Rad has only completed one small tuck-in for $65 million in 1Q'10. With respect to potential cash deployment for share holder friendly actions, including dividends and share repurchases, the 'BBB-' IDR reflects Fitch's expectation that Bio-Rad will continue to prioritize use of cash to fund strategic acquisitions. Bio-Rad is closely held by its founding family, which currently controls about 30% of the company's equity and 68% of its voting stock. Bio-Rad's owners do not appear to have a history of heavily extracting corporate resources seeing as the company has not historically funded a dividend or share repurchases. Guidelines for Further Rating Actions: Maintaining Bio-Rad's 'BBB-' IDR and Stable Outlook contemplates debt-to-EBITDA maintained between 2.0 times and 2.5x in the near- to-medium term. However, periodic increases to 3.0x or slightly above to fund acquisitions may be tolerated within the current rating category. Maintaining of the 'BBB-' IDR and Stable Outlook post a leveraging acquisition would be based upon Fitch's assessment of Bio-Rad's willingness and ability to reduce leverage to within the 2.0x-2.5x range 12-18 months following the transaction. Fitch may upgrade Bio-Rad's ratings if the company shows it's committed to maintaining debt-to-EBITDA below 2.0x. However, Fitch views this scenario as unlikely given Bio-Rad's growth through acquisition strategy. While leverage briefly dropped below 2.0x in 2008-2009, a subsequent $300 million notes issue led to leverage reverting to above the 2.0x level. Debt Issue Ratings: For issuers with IDRs in the 'BB' category and above, Fitch does not utilize a bespoke recovery analysis to determine notching of the debt issue ratings from the IDR. Rather, Fitch incorporates broad considerations when determining if notching up or down from the IDR is appropriate. Rated entities with IDRs in the 'BBB' category often have senior unsecured ratings at the same level as the IDR, reflecting an expectation of average rates of recovery relative to historical patterns (about 40%). Bio-Rad's proposed senior unsecured notes are rated 'BBB-'. This reflects Fitch's expectation that recovery for lenders in the event of a restructuring would fall in-line with average historical patterns. Bio-Rad's senior secured debt is also rated 'BBB-'. Secured debt is comprised of the bank credit facility. The 'BB+' rating on Bio-Rad's senior subordinated debt class reflects structural subordination in right of payment to the senior secured and unsecured debt classes. Following the refinancing of the 2013 and 2014 notes, senior subordinated debt will consist solely of the 8% $300 million notes due 2016. BIO-RAD LABORATORIES: Moody's Affirms 'Ba1' Corp. Family Rating --------------------------------------------------------------- Moody's Investors Service affirmed the Ba1 Corporate Family Rating and Probability of Default Rating of Bio-Rad Laboratories, Inc. Moody's concurrently assigned a Ba1 rating to the proposed $425 million senior unsecured notes offering. Moody's understands the proceeds will be used to repay the $225 million subordinated notes due 2013 and the $200 million subordinated notes due 2014. The rating outlook remains stable. Ratings Rationale The Ba1 Corporate Family Rating reflects Bio-Rad's scale and leading competitive position within its core, niche markets. The ratings are further supported by the recurring nature of roughly 70% of revenues and Bio-Rad's diversified geographic, end-market and customer base within its niche markets. The rating and stable outlook also reflect the company's relatively moderate financial policies, and the company's long history of growth, both organic and through acquisitions. The ratings are constrained by the company's concentration in two markets and its modest size relative to investment grade healthcare peers. Other risks include those associated with the high exposure to government funding in the Life Science business, competition from significantly larger competitors and technology obsolescence. Ratings affirmed/LGD point estimates revised: -- Corporate Family Rating, Ba1 -- Probability of Default Rating, Ba1 -- $300 million Senior Unsecured Subordinated Notes, due 2016, to Ba2 (LGD5, 87%) from Ba2 (LGD4, 64%) Ratings Assigned: -- $425 million Senior Unsecured Notes, Ba1 (LGD3, 47%) -- Senior Unsecured Shelf, (P) Ba1 Ratings affirmed and to be withdrawn when repaid: -- $225 million Senior Unsecured Subordinated Notes, due 2013, to Ba2 (LGD4, 64%) -- $200 million Senior Unsecured Subordinated Notes, due 2014, to Ba2 (LGD4, 64%) The outlook is stable. Bio-Rad, based in Hercules, California, manufactures and supplies life science research, healthcare, analytical chemistry and other markets with products used to separate, identify, analyze and purify the components of complex chemical and biological materials. Bio-Rad reported revenues of $1.9 billion for the twelve months ended September 30, 2010. BLOCKBUSTER INC: FTI Retention Okayed on Lowered Fees ----------------------------------------------------- The Official Committee of Unsecured Creditors for Blockbuster Inc. sought the Bankruptcy Court's permission to retain FTI Consulting, Inc., as its financial advisor, nunc pro tunc to October 5, 2010. By an amended application, the Official Committee of Unsecured Creditors informed the Court that it agreed with FTI to modify the proposed compensation structure to provide for payment of: (a) fixed monthly compensation of $150,000 for the first three months of FTI's retention and $125,000 for each month thereafter; and (b) a completion fee ranging from $500,000 to $750,000 to be determined in the Creditors Committee's discretion, subject to Court approval, upon confirmation of a Chapter 11 plan of reorganization or liquidation in the bankruptcy cases. All fixed monthly compensation will be subject to the standard of review provided in Section 328(a) of the Bankruptcy Code and approval by the Court. The completion fee will be subject to the standard of review provided in Section 330 of the Bankruptcy Code and approval by the Court. The Steering Group of Senior Secured Noteholders that are also DIP Lenders objected to the original application solely to the reasonableness of the proposed FTI fees and the terms and conditions applicable to the payment of those fees, which fees will be paid solely from the Senior Secured Noteholders' Cash Collateral and the DIP Financing. The Creditors Committee submitted that by reducing the amount of monthly compensation to be paid to FTI by $25,000 per month after the first three months of the engagement, while simultaneously expanding the rights of parties to assess the reasonableness of FTI's completion fee under Section, the modification of FTI's compensation structure is an appropriate compromise of the parties' dispute. Alternatively, in the event the Court is not inclined to approve FTI's retention under the modified fixed fee structure, the Creditors Committee asks that FTI be retained and compensated on an hourly basis and reimbursed for actual and necessary expenses incurred, subject to the standard of review provided in Section 330 and the approval of the Court. The customary hourly rates, subject to periodic adjustments, charged by FTI professionals anticipated to be assigned to the case are: Professional Hourly Rate ------------ ----------- Senior Managing Directors $775 - $885 Directors/Managing Directors $585 - $725 Consultants/Senior Consultants $305 - $515 Administration/Paraprofessionals $110 - $250 Steering Group Responds The Steering Group relates that in its original objection to the Application, its members do not oppose the retention of FTI, and their sole disagreement is on FTI's proposed fee structure. James P. Seery, Jr., Esq., at Sidley Austin LLP, in New York, contends that the revised fee structure proposed by the Creditors Committee differs very little from the original fee structure, provides very little savings to the estates and incurs far more costs than the estates can or should bear. Instead of reducing the Completion Fee or setting parameters for its payment, the Creditors Committee now proposes that the Completion Fee be set by the Creditors Committee, but be subject to Section 330 review, he argues. Although the Steering Group has in good faith attempted to resolve its objection consensually, no agreements between the parties have yet been reached, Mr. Seery informs the Court. He notes that the Debtors face challenging financial realities as they continue to operate as debtors-in-possession. Specifically, there is a limited amount of cash available to the estates, and what cash is available has been provided solely by the DIP Financing and the Senior Secured Noteholders' Cash Collateral, Mr. Seery asserts. Thus, the Steering Group maintains its objection to FTI's proposed fee structure because, even as revised, the amounts sought by FTI are unreasonably high given the facts and circumstances of the cases. Mr. Seery also contends that the amended proposal would reduce FTI's fees from between $1,550,000 and $1,800,000 to between $1,450,000 and $1,700,000, representing only an approximate 6% reduction of costs to the estate. Balancing the need to provide fair compensation to the Creditors Committee's advisors and the challenges the Debtors face, the Steering Group proposes this fee structure for FTI: (a) FTI should be retained by the Creditors Committee and compensated on an hourly basis, provided that the fees incurred by FTI will be limited to no more than $125,000 per month; and (b) the fees incurred by FTI would be subject to review under Section 328 of the Bankruptcy Code. Under the Steering Group's proposed fee structure, the parties would not need to burden either the estates or the Court's docket on monthly reviews of FTI's fees, Mr. Seery contends. Rather, he adds, FTI would only be required to file a monthly report of its requested fees -- not to exceed $125,000 -- with the United States Trustee and the Court pursuant to Section 328(a). * * * The Court authorized the Creditors Committee to retain FTI as its financial advisor, nunc pro tunc to October 5, 2010. Judge Lifland ruled that FTI will receive: (a) fixed monthly compensation of $135,000 for October 2010 through December 2010, and $125,000 for each month thereafter; (b) a completion fee of $500,000; and (c) reimbursement of FTI's expenses. Payment of FTI's fixed monthly compensation will be subject to the standard of review provided in Section 328(a) of the Bankruptcy Code and approval by the Court. Payment of FTI's completion fee will be subject to the standard of review provided in Section 330 of the Bankruptcy Code and approval by the Court. FTI is entitled to reimbursement by the Debtors for reasonable expenses incurred in connection with the performance of its engagement to the extent reimbursable under the United States Trustee's Guidelines and the standing orders of the Court, except fees, disbursements and other charges of FTI's counsel. Judge Lifland directed FTI to apply to the Court for the allowance of compensation for professional services rendered, and reimbursement of expenses incurred. In the event FTI seeks reimbursement from the Debtors for attorneys' fees and expenses in connection with the payment of an indemnity claim, the invoices and supporting time records from the attorneys will be included in FTI's own fee applications, both interim and final, and the invoices and time records will be subject to the United States Trustee's Guidelines and Court approval without regard to whether the attorneys have been retained under Section 327 of the Bankruptcy Code and without regard to whether the attorneys' services satisfy Section 330(a)(3)(C). 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: Clarifies Committee Duties in Releasing Data ------------------------------------------------------------- Blockbuster Inc. and the Official Committee of Unsecured Creditors entered into a stipulation and agreed order clarifying the Creditors Committee's obligations under Section 1102(b)(3) of the Bankruptcy Code to provide the Debtors' unsecured creditors with access to information. To ensure that the Creditors Committee fulfills its obligations under the Bankruptcy Code, while simultaneously protecting the confidential, privileged and proprietary information disclosed to the Creditors Committee by the Debtors and other parties-in- interest, the Creditors Committee and the Debtors have agreed to a creditor information protocol. The parties agree, among other things, that: -- in satisfaction of the Creditors Committee's obligations to provide access to information for unsecured creditors -- the Creditor Information Protocol -- under Section 1102(b)(3), the Creditors Committee will, until the earliest to occur of dissolution of the Creditors Committee, dismissal, or conversion of the Debtors' Chapter 11 cases, or a further order of the Court, maintain the Internet-accessed Web site at http://www.blockbustercommittee.comby and through Omni Management Group, LLC, which Web site provides, without limitation: * a link or other form of access to the Web site maintained by the Debtors' notice, claims and balloting agent at http://www.kccllc.net/blockbuster,which will include, among other things, the case docket and claims register; * highlights of significant events in the cases; * a calendar with upcoming significant events in the cases; * press releases, if any, issued by the Creditors Committee or the Debtors; * a form to submit creditor questions, comments and requests for access to information to counsel for the Creditors Committee; * links to other relevant Web sites, if any; * the names and contact information for the Debtors' counsel and restructuring advisors; and * the names and contact information for the Creditors Committee's counsel and financial advisors; -- the Creditors Committee will not be required to disseminate to any entity: * without further Court order, confidential, proprietary or other non-public information concerning the Debtors or the Creditors Committee, including with respect to the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses and all matters related thereto, or any other matter relevant to the cases or to the formulation of one or more Chapter 11 plans; or * any other information if the effect of the disclosure would constitute a general waiver of the attorney/client, work-product, or any other applicable privilege possessed by the Creditors Committee; -- consistent with the confidentiality agreement between the Debtors and the Creditors Committee, its members and professionals, the Debtors will assist the Creditors Committee in identifying any Confidential Information concerning the Debtors that is provided by the Debtors or their agents or professionals, or by any other Entity; -- if a creditor submits a written request for the Creditors Committee to disclose potential Confidential Information, the Creditors Committee will promptly provide the Debtors with notice of the Information Request; -- nothing in the Stipulation will preclude the Creditors Committee from making a demand that the Debtors consent to the disclosure of Confidential Information and, if necessary, seeking entry of an order of the Court compelling disclosure; -- nothing in the Stipulation will require the Creditors Committee to provide access to information or solicit comments from any Entity that has not demonstrated to the satisfaction of the Creditors Committee, in its sole discretion, or to the Court, that it holds claims of the kind described in Section 1102(b)(3); -- nothing in the Stipulation will affect the Creditors Committee's obligations under any confidentiality agreements, non-disclosure agreements, protective orders or similar agreements entered into with the Debtors and any other Entity or other court orders addressing the confidentiality and handling of information, regardless of whether the agreements are entered into, or orders entered, subsequent to entry of the Stipulated Order; and -- none of the Debtors, the Creditors Committee or any of their directors, officers, employees, members, attorneys, consultants, advisors and agents will have or incur any liability to any Entity for any act taken or omitted to be taken in connection with the preparation, dissemination or implementation of the Creditor Information Protocol, the Creditors Committee Web site or any other information to be provided pursuant to Section 1102(b)(3). The Court will convene a hearing 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: Rejects 18 Real Property Leases ------------------------------------------------ Pursuant to the Bankruptcy Court's order approving procedures for the rejection of unexpired leases, Blockbuster Inc. and its units filed a notice of their intent to reject 18 unexpired nonresidential real property leases effective as of November 30, 2010: Remaining Property Lease Term Landlord -------- ---------- -------- Store # 06253 12/02/10 Sierra Pacific Pittsburg, CA Properties, Inc. Store # 12138 01/31/13 Eleanor C. Poppell Plant City, FL Store # 12237 10/31/10 Seminole Shoppes, LLC Neptune Beach, FL Store # 13256 11/30/10 McDonald's Corporation McDonough, GA Store # 17327 11/30/10 Giannoulias Enterprises Glencoe, IL L.P. Store # 17365 11/30/10 Illini Partners VIII Fox Lake, IL Limited Partnership Store # 18589 11/30/10 PK Clearwater Springs, Indianapolis, IN LLC Store # 25058 01/31/13 Donald E. Staszko Cohasset, MA Store # 29042 11/30/10 Colonial Square Rock Hill, MO Associates, L.P. Store # 39401 05/31/12 Airway Center LLC Dayton, OH Store # 42065 10/31/10 AG/Spectrum Towamencin, Lansdale, PA LP Store # 42266 01/31/12 Washington Mall - JCP Washington, PA Associates, Ltd. Store # 48668 08/31/18 Jareen E. Schmidt, Brownwood, TX Trustee Store # 51042 02/28/13 American Health & Drug Midlothian, VA Distributors, Inc. Store # 90957 02/14/13 ATLE LLC Plymouth, MA Store # 91449 03/31/11 Alec Jacobson, Trustee McLean, VA Store # 33009 09/30/10 Hudson Vickerry Hudson, NH Leasing, LLC Store # 4155 10/31/10 Golder Ranch Retail Tucson, AZ Center, LLC The Debtors say that all personal property remaining at the premises of the Leases will be abandoned. They note that those properties are not subject to any personal property lease. 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) BLUE RIDGE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Blue Ridge Newspapers, Inc. 20 Signal Hill Circle Tuscaloosa, AL 24153 Bankruptcy Case No.: 10-84887 Chapter 11 Petition Date: December 3, 2010 Court: U.S. Bankruptcy Court Northern District of Alabama (Decatur) Debtor's Counsel: Angela Stewart Ary, Esq. HEARD ARY, LLC 307 Clinton Avenue West, Suite 310 Huntsville, AL 35801 Tel: (256) 535-0817 Fax: (256) 535-0818 E-mail: aary@heardlaw.com Estimated Assets: $500,001to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/alnb10-84887.pdf The petition was signed by E. Wilson Koeppel, president. BOSTON GENERATING: Court Denies Bid to Halt Sale Pending Appeal --------------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that a bankruptcy judge on Monday denied an attempt by a group of Boston Generating LLC creditors to halt the sale of the utility to Constellation Energy Inc. while its appeal of the sale is heard by a higher court. As reported by the Troubled Company Reporter on December 1, 2010, David McLaughlin at Bloomberg News said MatlinPatterson Global Advisors LLC has taken an appeal from the Sale Order. According to the report, MatlinPatterson filed a notice of appeal November 30 with the U.S. Bankruptcy Court in Manhattan. Judge Shelley C. Chapman issued on December 3, 2010, an opinion granting Boston Generating LLC and its debtor-affiliates' request to sell substantially all of their assets to Constellation Holdings, Inc., pursuant to 11 U.S.C. Sec. 363, and to authorize the assumption and assignment of certain executory contracts and unexpired leases in connection with the sale. Objections to the sale were filed by: (i) MatlinPatterson Global Advisers LLC, one of the Second Lien Lenders, (ii) Wilmington Trust FSB, as Second Lien Administrative Agent and Second Lien Collateral Agent under the Second Lien Credit Agreement, (iii) the Official Committee of Unsecured Creditors, (iv) Algonquin Gas Transmission, LLC, and (v) other objectors whose objections were largely resolved prior to or during the hearing. CarVal Investors, LLC, and Fortress Investment Group, LLC, whose affiliated funds own both First Lien Debt and Second Lien Debt, joined in the objections of the Second Lien Agent and Matlin. Additionally, numerous objections to assumption and assignment of executory contracts were filed. The Court has been advised that the objection filed by Algonquin has also been resolved. The Court finds that the Sale Transaction does not implement a "sub rosa" plan; the assets in the Sale Transaction can be sold free and clear of liens, claims, interests, and encumbrances pursuant to Section 363(f); and the protections of a good faith purchaser pursuant to Section 363(m) will apply to Constellation. A copy of Judge Chapman's December 3, 2010 Opinion is available at http://is.gd/ik7c7from Leagle.com. MatlinPatterson is represented by Jennifer Feldsher, Esq. -- jennifer.feldsher@bgllp.com -- and Gregory W. Nye, Esq. -- gregory.nye@bgllp.com -- at BRACEWELL & GIULIANI LLP, in New York. Wilmington Trust FSB is represented by Allan S. Brilliant, Esq. -- allan.brilliant@dechert.com -- Kevin J. O'Brien, Esq. -- kevin.obrien@dechert.com -- Robert Topp, Esq. -- robert.topp@dechert.com -- Davin J. Hall, Esq. -- david.hall@dechert.com -- at DECHERT LLP, in New York. Bennett G. Young, Esq. -- byoung@dl.com -- and Charles A. Moore, Esq. -- cmoore@dl.com -- at DEWEY & LEBOEUF LLP, argued for Algonquin Gas. Bruce F. Smith, Esq. -- bsmith@jagersmith.com -- and Steven C. Reingold, Esq. -- sreingold@jagersmith.com -- at JAGER SMITH P.C., in Boston, Massachusetts, argued for the Official Committee of Unsecured Creditors. Peter K. Newman, Esq. -- pnewman@milbank.com -- at MILBANK, TWEED, HADLEY & McCLOY LLP, in New York, represented CarVal Investors and Fortress Investment Group. Credit Suisse AG is represented by David C. Bryan, Esq. -- DCBryan@wlrk.com -- Scott K. Charles, Esq. -- SKCharles@wlrk.com -- and Amy R. Wolf, Esq. -- ARWolf@wlrk.com -- at WACHTELL, LIPTON, ROSEN & KATZ, in New York. David Neier, Esq. -- dneier@winston.com -- at WINSTON & STRAWN LLP, in New York, argued for Constellation Energy Group and Constellation Holdings. James L. Patton, Esq. -- jpatton@ycst.com -- Bruce L. Silverstein, Esq. -- bsilverstein@ycst.com -- Rolin P. Bissell, Esq. -- rbissell@ycst.com -- David R. Hurst, Esq. -- dhurst@ycst.com -- at YOUNG CONAWAY STARGATT & TAYLOR, LLP in Wilmington, Delaware, argued for the Debtors' Special Committee. The Troubled Company Reporter ran a story on the approval of the sale on November 25, 2010. Under the terms of the asset purchase agreement, Constellation agreed to purchase BostonGen's assets for approximately $1.1 billion. Approval of the Federal Energy Regulatory Commission is necessary to complete the transaction. Constellation is a leading supplier of energy products and services to wholesale and retail electric and natural gas customers. It owns a diversified fleet of generating units located in the United States and Canada, totaling approximately 9,000 megawatts of generating capacity. According to Bloomberg News, lawyers for Boston Generating and MatlinPatterson said at a hearing that began November 17 that MatlinPatterson launched a bid for the Company ahead of the planned auction, offering a bankruptcy restructuring plan for Boston Generating. A Boston Generating committee decided it wasn't a qualified bid and called off the auction. Bob Rosenberg, a bankruptcy attorney for Boston Generating, said November 23 in closing arguments that the MatlinPatterson plan wouldn't have won the support of lenders. With no other bidders, Constellation was Boston Generating's best option, he said. About Boston Generating New York-based Boston Generating, LLC, owns nearly 3,000 megawatts of mostly modern natural gas-fired power plants in the Boston area. Privately held Boston Generating is an indirect subsidiary of US Power Generating Co., and considers itself as the third- largest fleet of plants in New England. Boston Generating filed for Chapter 11 protection on August 18, 2010 (Bankr. S.D.N.Y. Case No. 10-14419). Boston Generating estimated its assets and debts at more than $1 billion as of the Petition Date. EBG Holdings LLC; Fore River Development, LLC; Mystic, LLC; Mystic Development, LLC; BG New England Power Services, Inc.; and BG Boston Services, LLC, filed separate Chapter 11 petitions. D. J. Baker, Esq., at Latham & Watkins LLP, serves as bankruptcy counsel for the Debtors. JPMorgan Securities is the Debtors' investment banker. Perella Weinberg Partners, LP, is the Debtors' financial advisor. Brown Rudnick LLP is the Debtors' regulatory counsel. FTI Consulting, Inc., is the Debtors' restructuring consultant. Anderson Kill & Olick, P.C., is the Debtors' conflicts counsel. The Garden City Group, Inc., is the Debtors' claims agent. The Official Committee of Unsecured Creditors has tapped the law firm of Jager Smith P.C. as its counsel. BUMBLE BEE: S&P Assigns 'B+' Rating to $605-Mil. Sr. Sec. Notes --------------------------------------------------------------- In the media release published Dec. 1, 2010, Standard & Poor's Rating Services erroneously referred to the new issue as a term loan in the body of the article. The new issue consists of senior secured notes. A corrected version is: Standard & Poor's Rating Services said it affirmed its ratings on San Diego, Calif.-based seafood producer Bumble Bee Holdings, Inc., including the 'B+' corporate credit rating and removed all ratings from CreditWatch with negative implications. Ratings were placed on CreditWatch on Aug. 6, 2010, following Bumble Bee's announcement that it had hired a financial advisor to explore strategic alternatives for the company. The outlook is negative. At the same time, S&P assigned its 'B+' issue-level rating (same as the corporate credit rating) to Bumble Bee's new $605 million senior secured notes maturing 2017 that the company plans to close in December 2010. The recovery rating is '4', indicating S&P's expectation for average (30% to 50%) recovery in the event of a payment default. Issue-level ratings are based on preliminary documentation and are subject to review upon final documentation. S&P will withdraw its 'B+' issue-level rating on the company's existing $198 million senior secured notes upon completion of the proposed refinancing and repayment of this existing debt. Approximately $705 million of funded debt is expected to be outstanding at the closing of the planned transaction. "The ratings affirmation with a negative outlook reflects S&P's opinion that Bumble Bee has adopted a more aggressive financial policy as evidenced by increasing debt levels in conjunction with the sale of the company to new ownership," said Standard & Poor's credit analyst Christopher Johnson. Debt levels will more than double following the proposed refinancing, and S&P estimates that pro forma leverage for the refinancing (inclusive of S&P's standard adjustments) will be approximately 6.0x versus debt to EBITDA of about 3.0x prior to the planned sale of the company. Although S&P expects the company to continue its improved operating performance, S&P believes Bumble Bee will remain highly leveraged over the near-term. The ratings on Bumble Bee reflect the company's fair business profile, characterized by its narrow product focus, limited international diversity, mature growth prospects for shelf-stable seafood products, and relatively low operating margins, as well as its highly leveraged financial profile. The company benefits from its leading market positions in shelf-stable seafood and well recognized brands sold in a variety of retailers across North America. S&P believes Bumble Bee has a narrow product focus with more than 90% of its total sales in shelf-stable seafood with the majority of these sales in the tuna category. As a result, it is S&P's opinion that the company's operations could be materially affected by a product recall or quality issues, particularly relating to tuna. Although the company has successfully passed through price increases to help offset a rise in raw material costs, S&P believes these increases could hurt future sales volumes. Bumble Bee also has limited international diversity as more than 80% of its sales are in the U.S., with the balance primarily in Canada. While S&P views the shelf stable seafood category as relatively recession resistant, S&P believes that significant negative regulatory and/or economic trends in North America could materially hamper the company's operations. S&P could consider a downgrade if the company does not reduce leverage as planned below 5.5x by fiscal year-end 2011, or if operating performance and credit metrics were to deteriorate during the next few quarters. S&P believes this could occur if significant raw material price inflation returned, leading to margin declines of more than 200 basis points. S&P could consider an outlook revision to stable if operating performance and credit metrics improve and liquidity remains adequate. An upgrade is unlikely over the next year given Bumble Bee's fair business profile and highly leveraged financial profile. C BEAN: Plan Confirmation Hearing Continued Until December 13 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Arkansas has continued until December 13, 2010, at 10:00 a.m., the hearing to consider confirmation of C. Bean Transport, Inc.'s Plan of Liquidation. As reported in the Troubled Company Reporter on October 12, 2010, the Plan provides for the liquidation of certain real estate to reduce mortgage debt and the continued retention of other real estate warehouse assets for operation. The Plan provides for these terms: -- Holders of allowed administrative claims will be paid within 30 days of the effective date of the Plan. -- Holders of allowed unsecured claims of $250 or less or electing to reduce their claim to $250 (Small Creditor Claims) will be paid within 30 days of the Effective Date. -- Holders of other allowed unsecured claims will be paid pro rata distribution as provided in the Plan. The amount distributed to creditors is dependent upon operations of C. Bean properties post-confirmation and results of actions on claims. Each holder of these allowed unsecured claims will receive pro rata payment after payment of allowed administrative claims, allowed secured claims, allowed priority claims, and the post-confirmation expenses of administration of the plan, and Small Creditor Claims. -- The existing common stock will be retained but holders of the stock will receive nothing under the Plan until and unless the allowed claims of all creditors are paid in full. A full-text copy of the disclosure statement explaining the Plan is available for free at http://bankrupt.com/misc/CBEANTRANSPORT_DS.pdf About C. Bean Transport Amity, Arkansas-based C. Bean Transport, Inc., filed for Chapter 11 bankruptcy protection on March 17, 2010 (Bankr. W.D. Ark. Case No. 10-71360). Chad J. Kutmas, Esq., at Doerner, Saunders, Daniel & Anderson, LLP, assists the Company in its restructuring effort. The Company estimated assets and debts at $10 million to $50 million as of the Chapter 11 filing. C&D CANAL: Closing of Asset Sale Extended Until December 6 ---------------------------------------------------------- C&D Canal House, LLC, its lender Susquehanna Bank and Giordano Properties, LLC, the buyer of C&D Canal's property, agreed to modify and amend the November 30th deadline to allow for the closing of the sale to occur on or before December 6, 2010. Susquehanna Bank's consent to the Sale was conditioned on, among other things, closing of the Sale on or before November 30, 2010. A copy of the Stipulation and Consent Order, dated December 2, 2010, signed by Judge Duncan W. Keir is available at http://is.gd/ikB7Nfrom Leagle.com. Reisterstown, Maryland-based C&D Canal, LLC, c/o Xinting Charles Cao, filed a Chapter 11 petition (Bankr. D. Md. Case No. 10-30122) on September 1, 2010. David W. Cohen, Esq. -- dwcohen79@jhu.edu -- in Baltimore, serves as bankruptcy counsel. In its schedules, the Debtor disclosed $2,287,270 in assets and $1,625,000 in debts. CALIFORNIA COASTAL: Seeks Court OK of Plan Deal With Lenders ------------------------------------------------------------ California Coastal Communities,Inc. has filed a motion for authority to enter into a plan support agreement with a majority of its senior lenders comprising 81 % of the senior revolving loan and 88 % of the senior term loan that will enable the Company to proceed with a consensual plan of reorganization with respect to its Chapter 11 bankruptcy cases. The Chapter 11 Cases are being jointly administered in the United States Bankruptcy Court for the Central District of California. The Plan will be subject to approval by the Bankruptcy Court following solicitation of votes from creditors, and there can be no assurance that Bankruptcy Court approval will be obtained. In order to enhance the Company's liquidity and working capital, certain of the Lenders have also agreed to provide a debtor-in- possession term loan agreement, pursuant to which they will lend $5.0 million upon the Bankruptcy Court's interim approval of the DIP Credit Agreement and $10.0 million upon final approval by the Bankruptcy Court. Under the proposed Plan, (a) Lenders under the DIP Credit Agreement will have an option to be converted into a first lien position in the principal amount of $15.0 million with an expected maturity date of March 1, 2013 and will be paid interest at an annual rate of Libor + 750 basis points with a Libor floor of 250 basis points (resulting in a current rate of 10.0%); (b) the $81.7 million existing senior revolving loan will be converted into a new second lien position loan, with an expected maturity date of March 1, 2016 and will be paid interest at the same rate as the DIP Credit Agreement; (c) the existing $99.8 million senior term loan holders will receive a pro rata share of (i) a new third lien position loan in the principal amount of $44.0 million, with an expected maturity date of March 1, 2017 without any amortization required until the first and second lien loans are fully repaid and bearing interest at an annual fixed rate of 15%, with all of such interest accruing and being added to the principal balance until the first and second lien loans are fully repaid, and (ii) 100% of the equity in the reorganized Company. General unsecured creditors are expected to share on a pro rata basis, based on the face amount of allowed claims, in a $2 to 3 million trust for general unsecured claims. Under the Plan, there will be no recovery by the holders of the Company's outstanding common stock. Chief Executive Officer Raymond J. Pacini commented, "After a careful and thorough analysis, we determined that the agreement announced today provides the most certain path for exiting bankruptcy. Given continued concerns over the strength and sustainability of economic growth and its impact on the housing market, we believe that de-leveraging the Company upon exiting bankruptcy will best position the Company to navigate the uncertain recovery in our housing market. With the cloud of bankruptcy being removed, we are well-positioned toprovideuniquecoastal homes to those seeking a home in Huntington Beach." Pacini further commented, "We are pleased to have the support of our lenders in helping us exit bankruptcy, which has no doubt slowed our Brightwater sales. Their willingness to provide the DIP financing and assume equity ownership is an important vote of confidence and evidences our shared belief in the ability to successfully complete our Brightwater development." The Company is hopeful that by February 28, 2011 it could exit the bankruptcy that was commenced by the Company and certain of its direct and indirect wholly-owned subsidiaries on October 27, 2009, which is being jointly administered under the caption In re California Coastal Communities, Inc., Case No. 09-21712-TA; however, there can be no assurance in that regard. The Company is a residential land development and homebuilding company operating in Southern California. The Company's principal subsidiaries are Hearthside Homes which is a homebuilding company, and Signal Landmark which owns 110 acres on the Bolsa Chica mesa where sales commenced in August2007 at the 356-home Brightwater community. Hearthside Homes has delivered over 2,300 homes to families throughout Southern California since its formation in 1994. About California Coastal Irvine, California-based California Coastal Communities, Inc. -- http://www.californiacoastalcommunities.com/-- is a residential land development and homebuilding company with properties owned or controlled primarily in Orange County, California, and also in Lancaster in Los Angeles county. The Company's primary asset is a 356-home luxury coastal community known as Brightwater in Huntington Beach, California. California Coastal Communities, Inc. and certain of its direct and indirect wholly-owned subsidiaries filed for Chapter 11 bankruptcy protection on October 27, 2009 (Bankr. C.D. Calif. Case No. 09-21712). Joshua M. Mester, Esq., in Los Angeles, California, serves as counsel to the Debtors. The Company's financial advisor is Imperial Capital, LLC. California Coastal estimated $100 million to $500 million in assets and debts in its Chapter 11 petition. CAPE FEAR: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: Cape Fear Newspapers, Inc. 2606 Grande Woods Drive Owens Cross Roads, AL 35763 Bankruptcy Case No.: 10-84888 Chapter 11 Petition Date: December 3, 2010 Court: United States Bankruptcy Court Northern District of Alabama (Decatur) Debtor's Counsel: Angela Stewart Ary, Esq. HEARD ARY, LLC 307 Clinton Avenue West, Suite 310 Huntsville, AL 35801 Tel: (256) 535-0817 Fax: (256) 535-0818 E-mail: aary@heardlaw.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Jeffrey T. Stumb, president. CHABAD-LUBAVITCH: Settles Stonegate Dispute, Emerges from Ch. 11 ---------------------------------------------------------------- Melanie Cohen, writing for Dow Jones' Daily Bankruptcy Review, reports that Congregation Chabad-Lubavitch Greater Boynton resolved a loan dispute with lender Stonegate Bank, paving the way for the Florida synagogue to exit bankruptcy. According to DBR, the dispute involves a lawsuit the bank filed against the synagogue, to which it had given a $3.8 million mortgage loan, to foreclose on the property. Pursuant to the agreement: -- the synagogue agreed to raise a minimum sum of $1.2 million. Court documents say that $800,000 of the amount is to be escrowed pending closing; -- Stonegate will provide a partial release of the mortgage, as well as release its lien on all of the synagogue's religious artifacts, including all Torahs, prayer books, talit (prayer shawls), the ark where the Torahs are housed and memorial boards. Chabad-Lubavitch of Boynton filed a Chapter 11 bankruptcy petition on June 11, 2010 (Bankr. S.D. Fla. Case No. 10-26503). Joel M. Aresty, Esq., in Miami, Florida, serves as bankruptcy counsel. In its schedules, the Debtor disclosed assets of $9 million and debts of $4.1 million. CENTEX INVESTMENTS: Bankr. Order Not Subject to Texas Registration ------------------------------------------------------------------ The Supreme Court of Texas reversed a lower court order and held that Wind Mountain Ranch's foreclosure of its deed-of-trust lien was not barred by limitations. Texas registration law allows debtors and creditors to suspend limitations, but requires that extension agreements be recorded. TEX. CIV. PRAC. & REM. CODE Sec. 16.037. The question is whether a bankruptcy order enforcing a Chapter 11 restructuring plan is a debtor-creditor extension agreement under the terms of the statute. According to the Texas Supreme Court, a bankruptcy order is not subject to section 16.037's recording requirements. Robert K. Utley, as trustee, signed a note secured by a deed of trust encumbering 6.16 acres of land in Bell County, Texas. The note was set to mature in 1993. The property was later conveyed to Centex Investments. Centex agreed to assume all of Utley's obligations under the note and deed of trust. In 1992, Centex commenced voluntary Chapter 11 proceedings in the Central District of California. A lis pendens referencing the Chapter 11 proceeding was recorded in the real-property records of Bell County. The bankruptcy court confirmed Centex's reorganization plan and issued an order in 1994. The reorganization plan extended the note's 1993 maturity date to 1999. Neither Centex's reorganization plan, nor the bankruptcy court's confirmation order were filed in Bell County. The City of Temple, alleging numerous municipal code violations, filed suit against Centex in 2002. The City obtained a judgment against Centex for $936,250 in December 2002, and recorded an abstract of its judgment on May 22, 2003. On July 3, 2003, the note and deed of trust were assigned to Wind Mountain Ranch. Wind Mountain then acquired the 6.16 acres securing the note at a non- judicial foreclosure sale. Following Wind Mountain's acquisition, the City brought claims of fraudulent transfer, wrongful foreclosure, and conspiracy. The City also sought a declaration that, because the foreclosure occurred after the four-year statute of limitations lapsed, Wind Mountain's foreclosure was invalid. The City further contends that the extension of the maturity date was never recorded in Bell County, and is therefore void. The City presumes that the bankruptcy order, and its extension of the maturity date, was effectively an extension agreement subject to section 16.037's recording requirements. Following a bench trial, the trial court rendered judgment for the City. The court of appeals affirmed, holding the order was subject to section 16.037. The case is Wind Mountain Ranch, LLC, v. City of Temple, No. 09-0026 (Tex. Sup. Ct.). A copy of the Supreme Court's Opinion delivered December 3, 2010, is available at http://is.gd/ijYtQ from Leagle.com. CHANA TAUB: Fails in Bid to Terminate Chapter 11 Trustee -------------------------------------------------------- Judge Elizabeth S. Stong denied Chana Taub's request for an order terminating the appointment of Lori Lapin Jones, the Chapter 11 Trustee, and for an accounting of the Trustee's fees and expenses as well as those of her retained professionals. Judge Stong said the Trustee has acted within her business judgment in deciding which lawsuits to pursue, how to proceed with the collection of rent from tenants, and more generally, how to conduct the day-to- day operations of the estate. The Trustee's retention of professionals has been appropriate and each of those retentions was approved after notice and a hearing by the Court. The Trustee has filed monthly operating reports showing improved operating results and a positive balance greater than the amounts shown before her appointment. A copy of the Court's December 3 Memorandum Decision is available at http://is.gd/ikbjOfrom Leagle.com. 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. CLEARWIRE COMMS: States Pricing for Offering of $1.325BB in Notes ----------------------------------------------------------------- Clearwire Corporation said 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 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 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 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 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 of all Exchangeable Notes issued. The Company 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 $760.0 million in Exchangeable Notes. 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." CLUBCORP CLUB: S&P Assigns 'B+' Corporate Credit Rating ------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating to Dallas, Texas-based ClubCorp Club Operations, Inc. The rating outlook is stable. At the same time, S&P assigned the company's $360 million senior secured credit facilities its issue-level rating of 'BB' (two notches higher than the 'B+' corporate credit rating). S&P also assigned this debt a recovery rating of '1', indicating its expectation of very high (90% to 100%) recovery for lenders in the event of a payment default. The facilities consist of a $50 million senior secured revolving credit facility due 2015 and a $310 million senior secured term loan due 2016. In addition, S&P assigned ClubCorp's $415 million senior notes due 2018 an issue-level rating of 'B+' (at the same level as the 'B+' corporate credit rating). S&P assigned this debt a recovery rating of '4', indicating S&P's expectation of average (30% to 50%) recovery for noteholders in the event of a payment default. ClubCorp used the proceeds, in addition to an incremental equity contribution of approximately $260 million from the company's owner, KSL Capital Partners, LLC, to refinance its existing indebtedness. In connection with the transaction, a substantial portion of the debt in ClubCorp's previous capital structure was forgiven by lenders. This has the potential to create certain tax obligations over the longer term, although any potential tax burdens do not have a meaningful impact on ratings at this point. "The 'B+' corporate credit rating reflects ClubCorp's high debt leverage, historically aggressive financial policy, and vulnerable business clubs segment, which contributed about 26% of the company's revenue in 2009," said Standard & Poor's credit analyst Michael Halchak. "These factors are somewhat tempered by the company's relatively stable golf business, which is supported by a strong customer demographic, historically high retention rates, and a diverse network of properties that would be difficult to replicate, creating meaningful barriers to entry in the markets in which ClubCorp operates." CNOSSEN FAMILY: Case Summary & 2 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Cnossen Family Partnership P.O. Box 153 Hereford, TX 79045 Bankruptcy Case No.: 10-20793 Chapter 11 Petition Date: December 3, 2010 Court: U.S. Bankruptcy Court Northern District of Texas (Amarillo) Judge: Robert L. Jones Debtor's Counsel: J. Bennett White, Esq. J. BENNETT WHITE, P.C. P.O. Box 6250 Tyler, TX 75711 Tel: (903) 597-4300 Fax: (903) 597-4330 E-mail: sgardner@jbwlawfirm.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txnb10-20793.pdf The petition was signed by Frank Cnossen. COLCO SERVICES: Case Summary & 19 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Colco Services, Inc. 1804 N. Naper Boulevard, Suite 460 Naperville, IL 60563 Bankruptcy Case No.: 10-53992 Chapter 11 Petition Date: December 6, 2010 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: Susan Pierson Sonderby Debtor's Counsel: David A. Newby, Esq. COMAN & ANDERSON, P.C. 2525 Cabot Drive, Suite 300 Lisle, IL 60532 Tel: (630) 428-2660 Fax: (630) 428-2549 E-mail: dnewby@comananderson.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 19 largest unsecured creditors filed together with the petition is available for free at: http://bankrupt.com/misc/ilnb10-53992.pdf The petition was signed by Colleen Cavallo, president. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Colco Services, Inc. 10-48558 10/29/10 COLLEGE STATION: Case Summary & 9 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: College Station Retail Center, LLC 230 Mohawk Road Clermont, FL 34715 Bankruptcy Case No.: 10-21504 Chapter 11 Petition Date: December 2, 2010 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: R. Scott Shuker, Esq. LATHAM SHUKER EDEN BEAUDINE LLP P.O. Box 3353 Orlando, FL 32802 Tel: (407) 481-5800 Fax: (407) 481-5801 E-mail: bankruptcynotice@lseblaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Company's nine largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-21504.pdf The petition was signed by Joseph E. Zagame, Jr., vice president. CONCHO RESOURCES: Moody's Affirms 'B1' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service confirmed Concho Resources Inc.'s B1 Corporate Family Rating and the B3 rating of its $300 million senior unsecured notes. The outlook is negative. Ratings Rationale This concludes the review for possible downgrade initiated on July 21, 2010 in response to Concho's announcement of its intention to acquire the assets of Marbob Energy Corporation and certain affiliated entities for $1.65 billion with debt funding of $1.3 billion which would have more than doubled the company's leverage. "The confirmation of Concho's ratings reflects the reduction in leverage between the July 2010 acquisition announcement and the December 2010 Permian Basin asset sale, as well as the expectation that leverage will continue to decrease through a combination of strong reserve and production growth, further asset sales, and capital spending (excluding acquisitions) funded mostly within cash flow," commented Jonathan Kalmanoff, Moody's Analyst. "We anticipate that any acquisitions through 2011 will be funded in such a manner as to not materially increase leverage on production and reserves." At the time of the announcement of the Marbob acquisition, March 31, 2010 leverage (pro-forma for the acquisition) increased to $40,030/Boe of average daily production from $17,383 and debt/ proven developed reserves increased to $13.20 from $5.99. At September 30, 2010 Concho had decreased its leverage (pro-forma for the acquisition) to $36,276/Boe of average daily production and $11.95 debt /PD through strong organic reserve and production growth. Pro-forma for the expected December 2010 closing of its $100 million Permian Basin asset sale, Concho's September 30, 2010 leverage would decrease further to $35,439/Boe of average daily production and $11.58 debt /PD. Concho has a track record of reducing leverage after acquisitions by issuing equity and organically growing production and reserves with drill bit F&D costs in the $8 to $9 per Boe range. Its combination of low F&D costs and 66% oil production in the current favorable oil price environment results in a high level of profitability relative to peers and the ability to grow organically while reducing leverage on production and reserves. The Marbob acquisition increases the company's scale by just over 30% and also increases its geologic (though not geographic) diversification. As a result of the acquisition Concho's scale is large relative to most B1 rated peers. While Concho is less diversified than most B1 rated peers, with operations primarily concentrated in the Permian Basin, its seasoned management team has many years of experience operating in the area. The location of the acquired assets within Concho's core area of operations and expertise decreases the operational risks inherently associated with newly acquired properties. While leverage has improved, the negative outlook reflects Concho's still high leverage on production and reserves, pending anticipated further de-leveraging. Debt/Boe of average daily production sustained below $30,000 and debt/PD sustained below $10.00 and trending downward could result in a stable outlook. Negative rating action could result if leverage is not reduced from current levels, or if a materially leveraging acquisition occurs. Over the longer term, positive rating action could result if Concho were to substantially increase its geographic diversification through either a major acquisition, funded with sufficient equity so that leverage is not materially increased, or significant organic growth in non-core areas. A decrease in leverage as a result of prolonged capital spending within cash flow, with Debt/Boe of average daily production sustained below $18,000 and debt/PD sustained below $6.00, could also result in positive rating action. The B3 senior unsecured note rating reflects both the overall probability of default of Concho, to which Moody's assigns a PDR of B1, and a loss given default of LGD6-91% (changed from LGD6- 90%). The size of the $2 billion senior secured revolver's potential priority claim relative to the senior unsecured notes results in the notes being rated two notches beneath the B1 CFR under Moody's Loss Given Default Methodology. Concho has good liquidity through 2011. The company plans to spend mostly within cash flow (excluding acquisitions) and has a senior secured credit facility with a borrowing base as of October 2010 of $2 billion and a negligible cash balance. At September 30, 2010 (pro-forma for the Marbob acquisition and the Permian Basin asset sale) there was $570 million of availability under the facility and Concho had significant headroom under the leverage ratio and current ratio covenants. There are no debt maturities until July 31, 2013, when the credit facility matures. Substantially all of Concho's assets are pledged as security under the credit facility which limits the extent to which asset sales could provide a source of additional liquidity if needed. The last rating action on Concho was on July 21, 2010, when its ratings were placed under review for possible downgrade following the announced $1.65 billion acquisition of Marbob. Concho Resources Inc. is an independent exploration and production company headquartered in Midland, Texas. Moody's adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources Moody's considers to be reliable including, when appropriate, independent third-party sources. However, Moody's is not an auditor and cannot in every instance independently verify or validate information received in the rating process. CONSOLIDATED HORTICULTURE: US Trustee Names 3 Members to Committee ------------------------------------------------------------------ Roberta A. DeAngelis, the U.S. Trustee for Region 3, appoints three members to the Official Committee of Unsecured Creditors in Consolidated Horticulture Group LLC, et al.'s Chapter 11 cases. The Committee members include: 1) Leonard's Express, Inc. P.O. Box 25130 Farmington, NY 14425 Phone: (585) 742-9004 Fax: (585) 742-9044 2) Ball Seed Co., Inc. 622 Town Road W. Chicago, IL 60185 Phone: 1-888-800-0028 Fax: (630) 562-7907 3) Myers Industries, Inc. Lawn & Garden Group 24284 Network Pl. Chicago, IL 60673-1242 Phone: (440) 632-3331 Fax: (440) 632-3331 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: Blank Rome OK'd as Committee's Counsel ----------------------------------------------------------------- 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 Blank Rome LLP as co-counsel, nunc pro tunc to October 26, 2010. Blank Rome will represent and perform services for the Committee in connection with carrying out its fiduciary duties and responsibilities under the U.S. Bankruptcy Code. Blank Rome will work with co-counsel Lowenstein Sandler, P.C., to make every effort to avoid duplication of services. Blank Rome will be paid based on the rates of its professionals: David Carickhoff $475 John Lucian $475 Alan M. Root $280 Tamara Moody $220 Partners & Counsel $440-$750 Associates $280-$495 Paralegals $220-$285 John Lucian, Esq., a partner at Blank Rome, assures 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: Wants Dec. 20 Deadline for Schedules --------------------------------------------------------------- Consolidated Horticulture Group LLC, et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend their deadline for filing schedules of assets and liabilities and statements of financial affairs through December 20, 2010. Given the complexity of the Debtors' business operations, the fact that certain prepetition invoices haven't yet been received and the extensive efforts that the Debtors' management and other professionals devoted to negotiating with key creditor constituencies leading up to the filing of the Debtors' Chapter 11 cases, the Debtors were unable to compile all of the information required to complete the Schedules and Statements prior to the Petition Date. Moreover, given the numerous critical operational matters that the Debtors' accounting staff must address in the early days of the Chapter 11 cases, the Debtors won't be in a position to complete the Schedules and Statements in the current deadline. 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 RESORTS: Lender Selling Time Share Loan Portfolio -------------------------------------------------------------- NOTICE OF SECURED PARTY'S PUBLIC AUCTION SALE On December 28, 2010, at 10:00 a.m., prevailing Eastern Time, at the law offices of Epstein Becker & Green, P.C., 250 Park Avenue, New York, New York, Textron Financial Corporation, a Delaware corporation ("Secured Party"), will sell in bulk at a public foreclosure sale pursuant to the Rhode Island Uniform Commercial Code and that certain Receivables Loan Agreement, dated as of February 14, 2001, among (a) Consolidated Resorts, Inc., a Hawaii corporation, Consolidated Maui, Inc., a Hawaii corporation, and Soleil LV, LLC, a Nevada limited liability company (collectively, "Debtor"), (b) Consolidated Kona, Inc., a Hawaii corporation, The ASNY Corporation, a Nevada corporation, and The ASNY Company, LLC, a Delaware limited liability company, and (c) Secured Party, as amended, a portfolio of approximately 600 consumer timeshare loans with an aggregate principal balance owing thereon of approximately $5,200,000. The aggregate principal balance of such timeshare loans may increase or decrease between the time of this notice and the time of the public sale. The consumer timeshare loans consist of certain promissory notes executed by various individuals secured by deeds of trust or mortgages encumbering timeshare interests in one or more of the timeshare resorts of the Debtor together with related documentation, instruments, accounts and general intangibles (collectively, the "Collateral"). The sale will transfer to the purchaser all of the Debtor's right, title and interest in the Collateral. Please be advised that the Debtor is a debtor in a currently pending Chapter 7 proceeding in the United States Bankruptcy Court for the District of Nevada, Case No. 09-22035. Please be further advised that, pursuant to an order entered by the Bankruptcy Court on December 2, 2010, the automatic stay has been modified and the Collateral has been abandoned to permit this public sale to proceed. The terms and conditions of the public sale are as follows: The sale shall be by public auction conducted at the time and place set forth above to the highest qualified bidder. Bids may be submitted only in person. The complete terms of sale may be obtained by contacting the person named below. A $100,000 deposit will be required by certified or cashier's check or wire transfer of immediately available funds prior to the time of sale to qualify to bid. Additional qualifications to bid will apply and may be obtained by contacting the person named below. The deposit will be credited to the successful bidder and the balance of the successful bid shall be paid before 5:00 p.m., Eastern time, on the date of the sale, by certified or cashier's check or by wire transfer of immediately available funds. The successful bidder shall take title to the Collateral "as is, where is" and without representations or warranties of any type and without recourse to Secured Party. Secured Party may adjourn the sale hereby advertised. Secured Party is selling with reserve. Secured Party further reserves the right to bid and credit bid at the sale or any adjournment thereof. The sale of the Collateral will be in bulk and there will be no partial sale or other disposition thereof. Information regarding the Collateral is available for review by qualified bidders by contacting the person named below. Qualified bidders are encouraged to undertake their own due diligence. No representations or warranties are made with respect to any of the information regarding the Collateral. The above terms and conditions of the sale may be subject to additional or amended terms and conditions to be announced at the time of the sale. For further information regarding the sale of the Collateral, please contact: Kyle Shonak Vice President Textron Financial Corporation 45 Glastonbury Boulevard Glastonbury, CT 06033 Telephone: 860.659.6303 Fax: 860.659.6380 About Consolidated Resorts Consolidated Resorts, Inc., filed for Chapter 7 bankruptcy protection (Bankr. D. Nev. Case No. 09-22035) on July 7, 2009. William A. Leonard, Jr., serves as the Chapter 7 Trustee. Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm in Las Vegas, serves as counsel to the Debtor. James P. Hill, Esq., Christine A. Roberts, Esq., and Elizabeth E. Stephens, Esq., at Sullivan, Hill, Lewin, Rez & Engel in Las Vegas, serves as general counsel for the Chapter 7 Trustee. CONSUMER PRODUCTS: Posts $992,800 Net Loss in September 30 Quarter ------------------------------------------------------------------ Consumer Products Services Group, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $992,836 on $1.11 million of sales for the three months ended September 30, 2010, compared with a net loss of $887,160 on $1.59 million of sales for the same period last year. The Company's balance sheet at September 30, 2010, showed $1.96 million in total assets, $6.48 million in total liabilities, and a stockholders' deficit of $4.52 million. The Company has incurred significant losses through September 30, 2010, and has an accumulated deficit of $5.26 million as of September 30, 2010. "Furthermore, as of September 30, 2010, the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company's ability to continue as a going concern," Consumer Products Services said in the filing. A complete text of the Form 10-Q is available for free at: http://researcharchives.com/t/s?708b Deer Park, N.Y.-baaed Consumer Products Services Group, Inc., is engaged inn "Reverse Supply Chain Services" including, transportation, remanufacturing, return center services, reprocessing, repairing and recycling of durable consumer products. COOLEY VILLAGE: Case Summary & 2 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Cooley Village Homes Limited Partnership 5689 Cooley Village Lane Waterford, MI 48327 Bankruptcy Case No.: 10-76379 Chapter 11 Petition Date: December 2, 2010 Court: U.S. Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Steven W. Rhodes Debtor's Counsel: Nicholas Reyna, Esq. LAW OFFICES OF NICHOLAS A. REYNA 18711 W. Ten Mile Road, Suite 100 Southfield, MI 48075 Tel: (248) 423-1110 E-mail: nickreyna7@hotmail.com Scheduled Assets: $1,138,000 Scheduled Debts: $2,997,537 A list of the Company's two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mieb10-76379.pdf The petition was signed by Charles Attia, general partner. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Charles Attia 10-72415 10/22/10 COREY MARAGH: To Make Adequate Protection Payments to FC Partners ----------------------------------------------------------------- FC Partners sought relief from automatic stay, or alternatively, for adequate protection with respect to the property at 11234 Old Baltimore Pike, Beltsville, Maryland, owned by Corey Dean Maragh and Rajistree Ramsammy. The parties have entered into a Stipulation and Consent Order to resolve the Lift Stay Motion, on a preliminary basis. Pursuant to the stipulation, the Debtors agree to make adequate protection payments to FC Partners of $1,875 per month commencing November 8, 2010, through February 8, 2011. A final hearing on the Motion is scheduled for March 7, 2011, at 3:00 p.m. A copy of the Stipulation and Consent Order signed by Judge Paul Mannes on December 2, 2010, is available at http://is.gd/ikfwM from Leagle.com. Based in Laurel, Maryland, Corey Dean Maragh, aka Corey D. Maragh, dba C&R Trucking, Inc., aka Corey Maragh, and dba CR Trucking; and Rajistree Ramsammy filed for Chapter 11 (Bankr. D. Md. Case No. 10-30815) on September 9, 2010, listing between $500,000 and $1 million in both assets and debts. Steven Greenfeld, Esq. -- steveng@cohenbaldinger.com -- at Cohen, Baldinger & Greenfeld, LLC, in Bethesda, served as the Debtors' counsel. A full-text copy of the Debtors' petition is available at no charge at http://bankrupt.com/misc/mdb10-30815.pdf COUNTRYVIEW MHC: Can Use Cash Collateral on Interim; BofA Objects ----------------------------------------------------------------- Countryview MHC Limited Partnership sought and obtained interim authorization from the Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the Northern District of Illinois to use from December 2, 2010, through December 31, 2010, certain cash and cash equivalents that allegedly serve as collateral for claims asserted against the Debtor and its property by Bank of America. The Debtor's manufactured home community in Franklin, Indiana, is subject to a purported mortgage in favor of BofA purportedly securing a claim in the amount of $11,704,158. BofA has declared a monetary default. BofA is the successor by merger to LaSalle Bank National Association, in its capacity as trustee for the registered holders of LB-UBS Commercial Mortgage Trust 2006-C4, Commercial Mortgage Pass-Through Certificate, Series 2006-CA. Eugene Crane, Esq., at Crane, Heyman, Simon, Welch & Clar, explained that the Debtor needs access to cash collateral to fund its Chapter 11 case, pay suppliers and other parties. The Debtor will use the collateral pursuant to a budget, a copy of which is available for free at http://bankrupt.com/misc/COUNTRYVIEW_MHC_budget.pdf The Bankruptcy Court's order granting access to cash collateral provides that in exchange for using the cash collateral, the Debtor will grant BofA postpetition replacement liens in the cash collateral generated by the Debtor postpetition. In addition, the Debtor will permit BofA to inspect the Debtor's books and records. The Debtor will maintain and pay premiums for insurance to cover all of its assets from fire, theft and water damage. The Debtor will make available to BofA evidence of that which constitutes its collateral or proceeds. The Debtor will maintain its property in good repair. Bank of America's Objection BofA objects to the Debtor's request to use cash collateral, saying that it is informed and believes that the Debtor does not own the mobile homes located at the Property and that those homes are owned by Capital First Realty, Inc., the manager of the Property. BofA stated, "Given the list of the Debtor's 20 largest creditors, it is apparent that the Debtor has not been paying the operating expenses of the Property for some time. It is apparent that the Debtor has drained its cash accounts prior to the filing of the bankruptcy, having filed with only $500 on deposit in its operating accounts. The Trust is also informed and believes that Capital First Realty, Inc., which owns or finances many or all of the mobile homes located on the Property has been the subject of a number of lender-actions and that there are multiple homes on the Property at risk of being repossessed. Additionally, the Trust is informed and believes that the Property is currently managed by Capital First Realty, Inc., a non-debtor related entity. Pursuant to the Management Agreement between the Debtor and Capital First Realty, the leasing, rent collection, payment of utilities for and maintenance of the Property and all services necessary for the care, protection, maintenance, and operation of the Property were to be performed by Capital First Realty. Based on the Debtor's status as a Single-Purpose Entity, the Trust believes that the Debtor has no direct expenses while Capital First Realty is employed as the Manager of the Property. The Management Agreement calls for Capital First Realty to be paid an amount equal to 4% of the total rent collections on a yearly basis and such payment is the Agent's entire compensation for services under the Management Agreement." BofA specifically objected to any payments to Capital First Realty in excess of 4% of rent collections, projected to be $3,400. The Lender objected to the payment of $12,149 in monthly salary reimbursement. The Lender said that it is in no way adequately protected by the payment of a third party's obligation. BofA asked the Court that any cash collateral in excess of what is reasonably needed by the Debtor to pay operating expenses be turned over to BofA. BofA requested that the Court enter an order which provides solely for the payment of the operating expenses of the Property without salary reimbursements to Capital First. The Court has set a final hearing for December 16, 2010, at 10:30 a.m. on the Debtor's request to use cash collateral. About Countryview MHC Countryview MHC Limited Partnership is an Illinois limited partnership that owns a manufactured home community, consisting of approximately 275 sites, situated in Franklin, Indiana. It filed for Chapter 11 bankruptcy protection on November 29, 2010 (Bankr. N.D. Ill. Case No. 10-52722). Eugene Crane, Esq., at Crane Heyman Simon Welch & Clar, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. COUNTRYVIEW MHC: Section 341(a) Meeting Scheduled for Jan. 4 ------------------------------------------------------------ The U.S. Trustee for Region 11 will convene a meeting of Countryview MHC Limited Partnership's creditors on January 4, 2011, at 1:30 p.m. The meeting will be held at 219 South Dearborn, Office of the U.S. Trustee, 8th Floor, Room 802, Chicago, Illinois 60604. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Countryview MHC Limited Partnership is an Illinois limited partnership that owns a manufactured home community, consisting of approximately 275 sites, situated in Franklin, Indiana. It filed for Chapter 11 bankruptcy protection on November 29, 2010 (Bankr. N.D. Ill. Case No. 10-52722). Eugene Crane, Esq., at Crane Heyman Simon Welch & Clar, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. CYPRESS BEND: Case Summary & Largest Unsecured Creditor ------------------------------------------------------- Debtor: Cypress Bend, LLC P.O. Box 727 Allenhurst, GA 31301 Tel: (912) 368-9205 Bankruptcy Case No.: 10-42640 Chapter 11 Petition Date: December 6, 2010 Court: U.S. Bankruptcy Court Southern District of Georgia (Savannah) Debtor's Counsel: James L. Drake, Jr., Esq. P.O. Box 9945 Savannah, GA 31412 Tel: (912) 790-1533 E-mail: jdrake7@bellsouth.net Scheduled Assets: $4,212,250 Scheduled Debts: $2,686,773 The petition was signed by Dennis A. Waters, Jr., managing member. The list of unsecured creditors filed together with its petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Holland, Henry & Bromley, LLP -- $6,500 2 East Bryan Street, 14th Floor Savannah, GA 31401 DARRYL GORDON: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Darryl Emery Gordon aka Darryl E. Gordon 10603 Wesson Way Jacksonville, FL 32221 Bankruptcy Case No.: 10-10454 Chapter 11 Petition Date: December 2, 2010 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Rehan N. Khawaja, Esq. BANKRUPTCY LAW OFFICES OF REHAN N. KHAWAJA 817 North Main Street Jacksonville, FL 32202 Tel: (904) 355-8055 Fax: (904) 355-8058 E-mail: khawaja@fla-bankruptcy.com Scheduled Assets: $946,570 Scheduled Debts: $1,600,732 A list of the Debtor's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-10454.pdf DBSD N.A.: Plan Confirmation Reversed as to Sprint -------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Circuit Court of Appeals in Manhattan reversed in part the order confirming the reorganization plan for DBSD North America Inc. The appeals court sent the case back to the bankruptcy court for further proceedings. Mr. Rochelle recounts that in confirming the DBSD plan, U.S. Bankruptcy Judge Robert E. Gerber crammed down on two classes of creditors, one with first-lien creditor Dish Network Corp. and the other for unsecured creditor Sprint-Nextel Corp. Both appealed. According to Mr. Rochelle, although the Second Circuit upheld the plan as to Dish, the court set aside confirmation as to Sprint. The appellate panel in its two-page order said the plan violated the absolute priority rule, which prohibits allowing shareholders to retain their stock if a dissenting class of creditors isn't paid in full. Mr. Rochelle relates that the plan had been upheld in the first appeal to the federal district court. The circuit court in October blocked DBSD from implementing the Chapter 11 plan that the bankruptcy court approved in a November 2009 confirmation order. The Chapter 11 Plan The Plan seeks, principally through substantial deleveraging and realignment of operations, to focus on the Debtors' core operations, to capitalize on opportunities in the future. The Debtors will reduce their funded debt and other financial obligations by converting all of their Second Lien Debt and general unsecured claims into equity of the reorganized Debtors. The Plan provides for the Debtors to continue to operate as a pre- revenue enterprise, implementing cost-saving initiatives until the Debtors obtain strategic partnerships with entities that are able to complement the Debtors' satellite offerings or obtain additional capital to continue funding the enterprise. Under the Plan, the Debtors will be deleveraged by over $600 million. The Plan currently contemplates that the Debtors will have $81 million in total debt at the Effective Date, and the total indebtedness can be projected to be in the range of $260 million by 2013. About DBSD North America Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO Member Services Inc. offers satellite communications services. It has launched a satellite, but is in the developmental stages of creating a satellite system with components in space and on earth. It presently has no revenues. The Company and nine of its affiliates filed for Chapter 11 protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-13061). James H.M. Sprayregen, Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP, in New York; and Marc J. Carmel, Esq., and Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago, serve as the Debtors' counsel. Jefferies & Company is the proposed financial advisors to the Debtors. The Garden City Group Inc. is the court-appointed claims agent for the Debtors. DBSD estimated assets and debts of $500 million to $1 billion in its Chapter 11 petition. DENNY HECKER: Admits to Hiring Proxy to Buy Back Bikes ------------------------------------------------------ Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review, reports that Denny Hecker confessed up to having somebody buy back his dirt bike and a Harley-Davidson motorcycle at a bankruptcy- court auction of his belongings. Ms. Palank relates The Pioneer Press, citing court papers filed Monday, reports on Mr. Hecker's disclosure that he used the name of a fake business and a credit card belonging to a former employee to make his bids online ahead of a May 25 auction. Mr. Hecker then directed John Prosser to pay $17,000 for the items and pick them up from the auctioneer. Ms. Palank relates Mr. Hecker said he paid Mr. Prosser $8,500 in cash and took possession of the Harley. Mr. Hecker never got the dirt bike as two checks he wrote to Mr. Prosser later bounced, prompting Mr. Prosser to take the Harley in September. About Denny Hecker Dennis E. Hecker owned and operated dozens of auto dealerships, car rental franchises, and other businesses until 2009. He filed a voluntary chapter 7 petition (Bankr. D. Minn. Case No. 09-50779) on June 4, 2009, after his auto empire collapsed into bankruptcy. Chrysler Financial filed a dischargeability action (Bankr. D. Minn. Adv. Pro. No. 09-5019) on July 8, 2009. Chrysler Financial alleged that $83 million of $350 million owed is nondischargeable under 11 U.S.C. Sec. 523(a) because Mr. Hecker allegedly obtained it through the use of false pretenses, false representations, fraud, defalcation, and embezzlement. The Honorable Robert J. Kressel granted Chrysler Financial's motion for sanctions and ordered $83 million of the judgment against Mr. Hecker, together with accrued interest, not dischargeable in the Chapter 7 bankruptcy case. Mr. Hecker has pleaded guilty to two fraud charges: concealing assets from the bankruptcy court and lying to get multimillion- dollar loans for his dealerships and leasing operation. DOMINICK SARTORIO: Examiner Fails to Reopen Bankr. Case ------------------------------------------------------- Lori Lapin Jones, as examiner in the Chapter 11 case of Dominick L. Sartorio and Elizabeth C. Sartorio, sought judgment against the Debtors for unpaid professional fees. The Bankruptcy Court dismissed the bankruptcy case in September 2010 upon the request of the United States Trustee. The Examiner sought to vacate the dismissal order for the limited purpose of entering judgments in favor of the Examiner and her Professionals based upon a prior court order fixing those fees. At the hearing before the U.S. Bankruptcy Court for the Eastern District of New York on September 23, 2010, the Examiner voiced her concerns about whether or not she and her professionals would be able to collect on the Fee Order without having a judgment against the Debtors, as the state court may decline to enforce the order due to jurisdictional concerns as the Order was issued by the Bankruptcy Court. The Examiner argued that "had the case been converted to chapter 7, then the claims of the Examiner and her professionals would have had priority in payment over all pre- petition claims under the Bankruptcy Code," but since the case was dismissed that priority no longer exists. Because the Examiner and the Professionals may have to incur fees and expenses in their efforts to collect on their Order in state court, the Examiner requests that the Bankruptcy Court "collapse the steps" now and award the Examiner and the Professionals a judgment against the Debtors based upon the Order allowing their fees. Bankruptcy Judge Dorothy T. Eisenberg held that in light of the absence of any legal authority in support of the Examiner's Application, the Bankruptcy Court cannot "collapse the steps" or reopen the case to convert the Chapter 11 to a Chapter 7 because the Examiner and her professionals have concerns as to what the state court may or may not do. As the Debtors' counsel noted, the Examiner and the Professionals "have the same rights as all creditors who are owed funds by the Debtor[s] for both the pre and post petition period", which includes Debtors' counsel. The Examiner is free to exercise such rights. A copy of the Court's December 3, 2010 Memorandum Decision and Order is available at http://is.gd/ikhsjfrom Leagle.com. Dominick L. Sartorio and Elizabeth C. Sartorio in Melville, New York, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 08-75266) on September 24, 2008. Marc A. Pergament, Esq. -- mpergament@wgplaw.com -- at Weinberg Gross & Pergament LLP in Garden City, New York, served as the Debtors' counsel. In their joint petition, the Debtors said assets were between $1 million and $10 million, and debts were between $10 million and $50 million. DOUGLAS HURST: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Joint Debtors: Douglas G. Hurst Pamela A. Trainor-Hurst fka Pamela Ann Rowland 4839 Kempsville Greens Parkway Virginia Beach, VA 23462 Bankruptcy Case No.: 10-75712 Chapter 11 Petition Date: December 3, 2010 Court: U.S. Bankruptcy Court Eastern District of Virginia (Norfolk) Judge: Frank J. Santoro Debtors' Counsel: Karen M. Crowley, Esq. CROWLEY, LIBERATORE, & RYAN, P.C. 1435 Crossways Boulevard, Suite 300 Chesapeake, VA 23320 Tel: (757) 333-4500 Fax: (757) 333-4501 E-mail: kcrowley@clrfirm.com Scheduled Assets: $1,005,448 Scheduled Debts: $1,451,698 A list of the Joint Debtors' 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/vaeb10-75712.pdf DOUGLAS TEXTOR: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------------ Joint Debtors: Douglas Paul Textor Jennifer Textor aka Jennifer Butler 4949 Ethel Avenue Sherman Oaks, CA 91423 Bankruptcy Case No.: 10-25164 Chapter 11 Petition Date: December 2, 2010 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Maureen Tighe Debtor's Counsel: Glenn Ward Calsada, Esq. LAW OFFICES OF GLENN WARD CALSADA 9924 Reseda Blvd. Northridge, CA 91324 Tel: (818) 477-0314 Fax: (818) 473-4277 E-mail: glenn@calsadalaw.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' three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-25164.pdf E.F.L. PARTNERS: Court Dismisses Chapter 11 Case ------------------------------------------------ The Hon. Bruce Fox of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania has approved E.F.L. Partners V's request for dismissal of its Chapter 11 bankruptcy case. The dismissal order provides that judgment is entered against the debtor and in favor of the U.S. Trustee in the amount of $650, representing unpaid quarterly fees. The judgment may be enforced by any court of competent jurisdiction. The Debtor is prohibited and enjoined from filing any future bankruptcy cases in this district or in any other district from the date of dismissal and through December 31, 2010. Headquartered in Philadelphia, Pennsylvania, E.F.L. Partners V filed for Chapter 11 on May 3, 2010 (Bankr. E.D. Penn. Case No. 10-13655). Stuart A. Eisenberg, Esq. assists the Debtor in its restructuring effort. In its schedules, the Debtor disclosed total assets of $14,341,200 and total liabilities of $11,947,304. FCC HOLDINGS: Moody's Assigns 'B2' Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating to FCC Holdings, LLC, and a B3 rating to the company's $100M Senior Unsecured Notes due 2015 issued by First Capital and its subsidiary FCC Holdings Finance Subsidiary, Inc., as co-obligors. Ratings Rationale The CFR rating reflects First Capital's monoline operations as a commercial lender focused on capital-constrained middle market borrowers, the limitations of its short-term, bilateral funding sources, as well as its significant reliance on secured funding. The rating also considers the company's strong capital levels and satisfactory leverage position, manageable and relatively well- balanced risk exposures (industry and customer), and experienced management team. First Capital's dependence on private borrowing arrangements comprised of annually renewable bilateral facilities represents a key rating constraint. Reliance on liquidity facilities with relatively short tenors subjects the company to significant renewal and refinancing risk. Reliable access to funding is critical to the firm's ability to provide factoring services and extend loans to its clients. In Moody's view, First Capital's new unsecured debt issuance will provide some funding source diversification as well as extend the firm's debt maturity profile. The firm's strong capital position and modest leverage are rating strengths. Nevertheless, First Capital's prevalent use of secured debt results in a high level of encumbered assets that limits the firm's financial and operational flexibility. As a partially offsetting consideration, the company's debt structures have significant overcollateralization. The rating incorporates Moody's expectation that First Capital will continue to employ prudent capital and liquidity strategies, even as it seeks to grow its earning assets. Moody's notes that First Capital's profitability has been compressed during the downturn, reflecting higher borrowing costs and general and administrative expenses that are proportionately higher than some other commercial lenders. The new Senior Unsecured Notes issuance represents a positive step in reducing the firm's cost of funds, as certain of the proceeds will be used to repay high cost indebtedness. Additionally, Moody's anticipates that profitability will improve as the firm grows assets under management because it presently has excess operating capacity. The notching for the B3 Unsecured Senior Note rating reflects the substantial amount of secured debt in First Capital's capital structure. The Unsecured Senior Notes are subordinate to FCC's existing secured debt obligations issued by non-guarantor operating subsidiaries. The rating outlook is stable, based on Moody's view that First Capital is reasonably well-positioned to profitably grow its lending operations and that liquidity and access to capital and leverage levels will continue to be carefully managed. First Capital is a commercial finance company headquartered in Boca Raton, FL. FCC HOLDINGS: S&P Assigns 'B-' Counterparty Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B-' long- term counterparty credit rating to FCC Holdings LLC (First Capital). The outlook is stable. At the same time, S&P assigned its 'B-' rating to the company's proposed issuance of $100 million in senior unsecured notes. S&P bases its ratings on First Capital on the execution risk associated with its growth and optimization strategy, modest profitability, and reliance on wholesale funding. Positive rating factors include its niche market position lending to middle-market businesses and strong credit performance. First Capital is a commercial lender to middle-market companies throughout the U.S., primarily focusing on asset-based loans and factoring. First Capital's borrowers are companies that are underserved by traditional lenders, usually because of a change in financial position driven by weak performance (net losses) or a strategic event (merger, acquisition, or restructuring). Despite the speculative-grade nature of First Capital's clients, its credit performance to date has been strong. Net charge-offs as a percentage of assets under management were 66 basis points in 2009, reflecting its core competency of strong collateral management. The execution risk associated with First Capital's growth and optimization strategy is a negative ratings factor. Some of its $100 million senior unsecured notes offering will support growth in AUM, targeted by management at roughly $750 million over three to five years. This would double AUM from current levels, which S&P considers fairly aggressive. Moreover, First Capital is also seeking to optimize its loan portfolio by focusing on smaller loans ($3 million to $15 million range) and repricing lower- yielding clients. At Sept. 30, 2010, S&P calculates that almost one-half of AUM falls outside First Capital's current size and/or return targets. First Capital's modest profitability (essentially break-even performance from 2007 to date, despite low credit losses) reflects the significant proportion of lower yielding loans, relatively high funding costs, and elevated operating expenses, leaving limited flexibility for any material deterioration in asset quality. First Capital's optimization strategy seeks to address the first two (highlighting the importance to the firm of successful execution), while the company will refinance high coupon subordinated debt with proceeds from the senior unsecured issuance. With traditional lenders being more cautious, S&P believes First Capital has a reasonable opportunity to successfully execute its growth and optimization strategy. However, over the longer term, S&P believes a shifting competitive environment will affect its strategy. S&P expects its pool of prospective clients to shrink as middle-market companies' financial performance rebounds with an improving economy. In addition, regional banks may focus more aggressively on commercial lending, given the relatively low loss rates and the likelihood for a delayed recovery in residential and commercial real estate. Commercial banks have the advantage of cheaper funding, which enables them to price more aggressively than First Capital. First Capital's reliance on wholesale funding also limits its rating. S&P views wholesale funding as particularly sensitive to credit market and institution-specific events, which can lead to disruptions of funding availability. S&P believes this risk is particularly pronounced for First Capital because of its reliance on credit facilities to fund the bulk of its loan receivables. "The stable outlook reflects First Capital's low credit losses and adequate leverage. It also reflects S&P's expectation that profitability will improve as First Capital executes its growth and optimization strategy," said Standard & Poor's credit analyst Rian Pressman. S&P could lower its rating and revise the outlook to negative if First Capital cannot improve profitability, while maintaining adequate leverage. S&P could raise the rating and change the outlook to positive if the company successfully executes its strategic initiatives, while maintaining adequate asset quality and leverage. First Capital's reliance on wholesale funding limits upward rating movement. FGIC CORP: Court Extends Plan Filing Exclusivity Until Feb. 1 ------------------------------------------------------------- The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York extended, at the behest of FGIC Corporation, the exclusive period during which the Debtor may file a Chapter 11 plan through February 1, 2011, and the exclusive period during which the Debtor may solicit acceptances of its Plan through April 1, 2011. 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. FIDDLER'S CREEK: Files Separate Bankruptcy-Exit Plans ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Fiddler's Creek LLC filed separate plans and explanatory disclosure statements for itself and its 27 affiliates immediately before the exclusive right to file their Chapter 11 plans expired on Dec. 3. According to the report, the plan filing came after Colonnade Naples Land LLC, a secured lender owed $52.6 million, scheduled a Dec. 16 hearing seeking a termination of the company's exclusive plan-filing right. Mr. Rochelle relates that under the Plan, each Fiddler's Creek company and its creditors are treated separately. Secured creditors will receive either a return of their property, have their original arrangements reinstated, or have the debt rolled over into a new obligation that would begin making payments of principal and interest in May 2014. Interest during the bankruptcy case would be transformed into principal, and interest would accrue at the non-default rate. Mr. Rochelle adds that unsecured creditors with claims under $25,000 would be paid in full over 10 months after the plan is implemented. Unsecured creditors with larger claims will recover 30 percent, in six installments of 5 percent semi-annually beginning six months after the plan is implemented. Colonnade said Fiddler's Creek has $98 million in other secured debt. About Fiddler's Creek Fiddler's Creek, LLC, and its affiliates each owns, operates or is otherwise affiliated with the premier, fully integrated, master planned residential community known as "Fiddler's Creek" in southwestern Florida. Fiddler's Creek is located in Collier County, Florida, approximately 12 miles southeast of the city of Naples and six miles north of Marco Island. The Fiddler's Creek development is comprised of nearly 4,000 zoned acres of prime land in Naples, Florida, and is planned for and capable of accommodating up to 6,000 residences upon projected build-out, which is estimated to be in 2020. Fiddler's Creek contains five distinctive neighborhoods known as: Fiddler's Creek, Veneta, Aviamar, Marsh Cove and Meadow Run. Naples, Florida-based Fiddler's Creek filed for Chapter 11 bankruptcy protection on February 23, 2010 (Bankr. M.D. Fla. Case No. 10-03846). Paul J. Battista, Esq., at Genovese Joblove & Battista, P.A., serve as general bankruptcy counsel. Judge Alexander L. Paskay presides over the case. The Company estimated assets and debts at $100 million to $500 million. FIRST COMMONWEALTH: Fitch Affirms 'BB+' Preferred Stock Rating -------------------------------------------------------------- Fitch Ratings has affirmed the long-term Issuer Default Rating and short-term IDR for First Commonwealth Financial Corporation and its bank subsidiary, First Commonwealth Bank, at 'BBB' and 'F2', respectively. The Rating Outlook has been revised to Stable from Negative. Fitch's affirmation reflects the various balance sheet refinements FCF has executed, aligning their overall performance with similarly rated peers. During 2010, the company significantly augmented capital levels, materially paid down borrowings, reduced its municipal securities exposure, and grew low cost deposits by 13% year-over-year. FCF has also aggressively addressed its most problematic loan books and higher risk investment securities, which have recently impeded the company's profitability. Providing additional ratings support are FCF's robust capital levels, which the company prudently enhanced through the $80m common equity raise during 3Q'10. Following the capital raise, the company's TCE is among the highest of industry peers, totaling 10% at Sept. 30, 2010. However, Fitch's analysis incorporates the expectation that these significant levels of TCE will not be maintained longer term. The Outlook revision to Stable reflects Fitch's view of FCF's improved overall financial performance. Supported by a strong NIM (3.9% for 3Q'10), FCF's operating metrics are solid, having been enhanced by significantly reduced provision levels. The reduction in provisions however, has not compromised reserve coverage as the allowance remains appropriate to the company's risk profile, totaling 2% of loans at Sept. 30, 2010. Given the market place disruption and industry consolidation amongst the company's largest competitors in Western Pennsylvania, FCF remains opportunistic and focused on capturing a higher market-share in its footprint. Moreover, Fitch recognizes the improvements new management has contributed to the company's general risk profile. Although NPAs remain elevated due to the company's out-of-market CRE credits, total non-performing loans reside at manageable levels. Nonetheless, total charge-offs have been moderate and lower than similarly rated peers, equaling 1.46% YTD. FCF's remaining out-of-market CRE exposure is a relatively low portion of its overall balance sheet mix. In addition, based on Fitch's existing CRE stress tests, however (as articulated in the agency's Special Report 'U.S. Bank CRE Exposure Review' dated Nov. 16, 2009), Fitch believes FCF's capital and reserve levels provide robust coverage for any potential CRE asset quality deterioration and are consistent with the respective ratings. In Fitch's opinion, while measured credit stress is expected to persist in the CRE book, should credit costs become more pronounced than anticipated, creating pressure on FCF's robust capital levels and impeding the company's financial performance, negative rating implications could ensue. However, as the institutions overall risk profile has improved, Fitch expects operating performance to remain sound. Headquartered in Indiana, PA, FCF provides a full range of financial services including commercial and retail banking, via 115 branches and three loan production offices across western and central Pennsylvania. The majority of FCF's branches are concentrated within the greater Pittsburgh metropolitan area in Allegheny, Butler, Washington and Westmoreland counties, with the remainder located throughout smaller, more rural counties. Fitch has affirmed these ratings with a Stable Outlook: First Commonwealth Financial Corp. -- Long-Term IDR affirmed at 'BBB'; -- Short-Term IDR affirmed at 'F2'; -- Individual Rating affirmed at 'B/C'; -- Support affirmed at '5'; -- Support Floor affirmed at 'NF'. First Commonwealth Bank -- Long-term IDR affirmed at 'BBB'; -- Long-term Deposits affirmed at 'BBB+'; -- Short-Term IDR affirmed at 'F2'; -- Short-Term Deposits affirmed at 'F2'; -- Individual Rating affirmed at 'B/C'; -- Support affirmed at '5'; -- Support Floor affirmed at 'NF'. First Commonwealth Capital Trust -- Preferred Stock at 'BB+'. FNDS3000 CORP: Accumulated Losses Prompt Going Concern Doubt ------------------------------------------------------------ FNDS3000 Corp. filed on November 29, 2010, its annual report on Form 10-K for the fiscal year ended August 31, 2010. L.L. Bradford & Company, LLC, in Las Vegas, Nevada, expressed substantial doubt about FNDS3000 Corp.'s ability to continue as a going concern. The independent auditors noted that the Company has suffered losses from operations since inception. At August 31, 2010, the Company had an accumulated deficit of $16.48 million. The Company reported a net loss of $4.53 million on $484,119 of revenue for fiscal 2010, compared with a net loss of $5.68 million on $88,981 of revenue for fiscal 2009. Since inception, operations have primarily been funded through privately placed equity financings. The Company's balance sheet at August 31, 2010, showed $1.87 million in total assets, $490,058 in total liabilities, all current, and stockholders' equity of $1.38 million. A full-text copy of the Form 10-K is available for free at: http://researcharchives.com/t/s?7095 Jacksonville, Fla.-based FNDS3000 Corp (OTC BB: FDTC) is a financial transaction-processing company that provides prepaid reloadable cards through strategically aligned distributors to corporate customers in cooperation with financial institutions in South Africa. FOCUS BRANDS: S&P Assigns Corporate Credit Rating at 'B' -------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Atlanta-based restaurant franchisor Focus Brands Inc. The outlook is positive. At the same time, S&P assigned a 'B' issue-level rating and '3' recovery rating to Focus Brands' $285 million senior secured bank credit facilities, which consist of a $10 million five-year revolving credit facility and a $275 million six-year term loan. The company used the proceeds from the new term loan to finance the acquisition of Auntie Anne's Food Inc., refinance existing debt, and pay certain fees and expenses. "The ratings reflect what S&P considers to be Focus Brands' weak business risk profile, which reflects its presence in the highly competitive quick-service restaurant industry," said Standard & Poor's credit analyst Andy Sookram, "partly offset by its good brand diversity and a highly leveraged financial risk profile." The company benefits from its good level of cash flow conversion from EBITDA, which S&P think will enable it to reduce leverage to the mid-4.0x area over the next several quarters, from about 5.3x on a pro forma basis for the transactions. FOUR POINTS BY SHERATON: Marshall Hotels Officials Named Receiver ----------------------------------------------------------------- Officials of Marshall Hotels & Resorts, Inc., a Maryland-based hotel management and services company, has been appointed receiver for the Four Points by Sheraton Hotel & Suites Allentown Airport, in Pa.; and Holiday Inn Danbury, in Conn. and as operator for the Holiday Inn Buffalo Amherst Hotel, in N.Y., which is in receivership. "We are seeing lenders becoming increasing more aggressive in taking back hotels," said Mike Marshall, president and CEO of Marshall Hotels. "We have a proven track record in quickly stabilizing and turning around troubled hotels and have the infrastructure in place to immediately take over individual properties and portfolios on a moment's notice. For these three properties, we will focus initially on what we believe are substantial opportunities in marketing and food & beverage to substantially increase revenues." The Properties * Holiday Inn Buffalo Amherst Hotel, in N.Y.-Located at 881 Niagara Falls Blvd., in Amherst, a short distance from Niagara Falls, downtown Buffalo, HSBC Arena and 30 minutes from Ralph Wilson Stadium, the 199-room hotel features complimentary 24-hour airport transportation to nearby Buffalo/Niagara International. The hotel offers an indoor heated pool, fitness center with Jacuzzi, more than 3,500 square feet of flexible meeting space with audio visual equipment, and a full-service restaurant. * Four Points by Sheraton Hotel & Suites Allentown Airport, in Pa.-At 3400 Airport Rd., in Allentown, in the center of Lehigh Valley Industrial Parks, the property is conveniently near historic downtown Bethlehem, Dorney Park & Wild Water Kingdom, Blue Mountain Ski Area, Lehigh Valley Mall and Lafayette College. The hotel features the area's only Olympic-size indoor heated pool, free 24-hour fitness center with cardio vascular equipment, business center, and direct non-stop shuttle service to Lehigh Valley International Airport. The 145 guest room's amenities include ergonomic desk and chair, microwave oven and complimentary high-speed Internet access. The property has 4,500 square feet of flexible meeting space and two dining options, Teddy's Jetport Lounge & Nightclub and Four Points Restaurant & Lounge. Holiday Inn Danbury, in Conn.-Situated at 80 Newton Rd., in Danbury, the full-service hotel has 114 guest rooms. The pet- friendly property has a 24-hour fitness center, seasonal pool, fax and copy services, book nook library and enough banquet space to accommodate up to 200 people. Marshall will oversee a renovation of the hotel's restaurant and lounge. About Marshall Hotels Salisbury, Md.-based Marshall Hotels & Resorts, Inc. is a 30-year old hotel operating company. It has special expertise in operating three- and four-star branded hotels and resorts, averaging 100 to 500 rooms, in urban and central business districts, as well as suburban/drive-to and resort locations. In addition, the company has a proven track record managing independent resort and unique urban properties. The company has managed a wide array of leading hotel brands, including Hilton, Starwood, InterContinental Hotel Group, Hyatt, Choice and Wyndham. FRANK MONGELLUZZI: E.D. Pa. Court Has Personal Jurisdiction ----------------------------------------------------------- MDT Personnel, LLC, v. Frank Mongelluzzi and Anne Mongelluzzi, Case No. 10-cv-5719 (E.D. Pa.), asserts claims of breach of contract and tortious interference. The Defendants have moved to dismiss for lack of personal jurisdiction, arguing that they "are Florida residents with no personal or professional relationship to Pennsylvania." However, Judge Berle Schiller ruled that MDT has demonstrated that personal jurisdiction may appropriately be exercised over the Mongelluzzis in Pennsylvania. A copy of Judge Schiller's Memorandum dated November 30, 2010, is available at http://is.gd/ikIbmfrom Leagle.com. The case arises from the Mongelluzzis' sale of several temporary staffing companies to MDT. MDT commenced the adversary proceeding in the Bankruptcy Court in New Jersey. On October 13, 2010, the Bankruptcy Judge granted MDT's motion for a temporary restraining order enjoining Mr. Mongelluzzi and his associates from interfering with MDT's possession of the Seller Companies. He also dismissed the bankruptcy action sua sponte on October 21, 2010, leaving the TRO in effect through October 28, 2010. MDT filed the District Court action on October 27, 2010. The District Court has extended the TRO by stipulation of the parties. Based in Somerset, New Jersey, Frank Mongelluzzi filed a Chapter 11 petition (Bankr. D. N.J. Case No. 10-39289) on September 22, 2010. Judge Michael B. Kaplan presided over the case. Lawrence Morrison, Esq., in New York, served as the Debtor's counsel. The Debtor disclosed $0 to $50,000 in assets and $1 million to $10 million in liabilities. Affiliate ABTS Holdings, LLC, filed a separate petition (Bankr. D. N.J. Case No. 10-39287) on the same day. GENARO PRODUCE: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Genaro Produce, Inc. 1200 NW 22nd Street Miami, FL 33142 Bankruptcy Case No.: 10-47087 Chapter 11 Petition Date: December 3, 2010 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Laurel M. Isicoff Debtor's Counsel: James A. Poe, Esq. JAMES ALAN POE, P.A. 9500 S Dadeland Blvd #610 Miami, FL 33156 Tel: (305) 670-3950 Fax: (305) 670-3951 E-mail: jpoe@jamesalanpoepa.com Scheduled Assets: $3,074,843 Scheduled Debts: $2,259,500 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flsb10-47087.pdf The petition was signed by Genaro Aragon, president. GENCORP INC: Board Committee OKs 2010 LT Incentive Program ---------------------------------------------------------- On November 30, 2010, the Organization & Compensation Committee of the Board of Directors of GenCorp Inc. approved a 2010 long-term incentive program for eligible employees, including executive officers. The Company uses long-term incentive compensation to focus on the importance of returns to shareholders, promote the achievement of long-term performance goals, encourage executive retention, and promote higher levels of Company stock ownership by executives. Under the 2010 LTIP, these executive officers are entitled to awarded stock option grants and restricted stock awards: Named Executive Officer Title ----------------------- ----- Kathleen E. Redd Vice President, Chief Financial Officer and Secretary Chris W. Conley Vice President, Environmental, Health and Safety Robert E. Shenton Vice President, Sustainable Operations The vesting of the stock option awards granted under the 2010 LTIP for Mr. Seymour, Ms. Redd and Mr. Conley is based on meeting the Economic Value Added performance target for fiscal 2012. The vesting of the restricted stock awards granted under the 2010 LTIP for Mr. Conley and Mr. Shenton is 50% based on meeting the following fiscal 2012 financial targets: i) revenue; ii) earnings before interest, taxes, depreciation, amortization, and retirement benefit expenses; and iii) asset utilization. The remaining 50% of vesting of restricted stock awards under the 2010 LTIP for Mr. Conley and Mr. Shenton is time-based and has a three year vesting period. About GenCorp Inc. Rancho Cordova, Calif.-based GenCorp Inc. (NYSE: GY) -- http://www.GenCorp.com/-- is a manufacturer of aerospace and defense products and systems with a real estate segment that includes activities related to the re-zoning, entitlement, sale, and leasing of the Company's excess real estate assets. The Company's balance sheet at Aug. 31, 2010, showed $981.8 million in total assets, $1.21 billion in total liabilities, and a stockholders' deficit of $230.2 million. * * * On March 26, 2010, Moody's Investors Service upgraded both GenCorp Inc.'s Corporate Family Rating to B2 from B3 and Probability of Default ratings to B2 from Caa1. In addition, the senior secured credit facilities were upgraded to Ba2 from Ba3, as well as the convertible subordinated notes to Caa1 from Caa2. The 9-1/2% senior subordinated notes were confirmed at B1. On January 22, 2010, Standard & Poor's Ratings Services raised its ratings of GenCorp Inc. to B- from CCC+ and removed all ratings from CreditWatch. GENERAL GROWTH: Files 1st Post-Confirmation Status Report --------------------------------------------------------- General Growth Properties, Inc. and its 125 debtor affiliates filed with the U.S. Bankruptcy Court for the Southern District of New York on December 6, 2010, their first status report detailing the actions they have taken and the progress they made toward consummation of their Third Amended Joint Plan of Reorganization. A list of the reporting Plan Debtors is available for free at: http://bankrupt.com/misc/ggp_ReportingPlanDebtors.pdf Judge Allan Gropper confirmed the Plan for 126 Debtors on October 21, 2010. On November 9, 2010, each of the Plan Debtors emerged from bankruptcy. New GGP also closed on the Investment Agreements with Brookfield Retail Holdings LLC, formerly REP Investments LLC; The Fairholme Fund and Fairholme Focused Income Fund; and Pershing Square Capital Management, L.P.; and the Texas Teachers Stock Purchase Agreement with Teacher Retirement System of Texas. Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges LLP, in New York, relates that on or about the Effective Date, and pursuant to the Plan, the Plan Debtors were reorganized and The Howard Hughes Corporation spin-off was consummated substantially in accordance the Plan. Ms. Goldstein further notes that the Plan Debtors and their advisors continue to evaluate and resolve about 10,000 proofs of claim and about 6,000 scheduled claims filed in the Plan Debtors' Chapter 11 cases. The Plan Debtors have undertaken a comprehensive claims reconciliation process that includes the filing of 72 omnibus claims objections and two omnibus schedule amendment motions that have resolved more than 4,200 proofs of claim representing more than $1.8 billion in asserted claim amounts and reduced nearly 600 of the Plan Debtors' scheduled claims by about $3.8 million, she states. The Plan Debtors have resolved or settled nearly 8,300 proofs of claim and scheduled claims, representing an asserted total of about $123 billion through informal negotiations with creditors, Ms. Goldstein tells Judge Gropper. The claims resolution process is ongoing and the Plan Debtors anticipate filing additional objections addressing a substantial portion of the remaining filed proofs of claim where consensual resolution with the creditors cannot be achieved, she adds. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. General Growth Properties on November 9, 2010, successfully completed the final steps of its financial restructuring and emerged from Chapter 11. GGP successfully restructured approximately $15 billion of project-level debt Recapitalized with $6.8 billion in new equity capital Paid all creditor claims in full achieved substantial recovery for equity holders. As part of its plan of reorganization, GGP has split itself into two separate and independent publicly traded corporations. GGP shareholders as of the record date of November 1, 2010 received common stock in both companies. The new GGP, which will commence trading November 10 on The New York Stock Exchange under the ticker symbol "GGP," is the second-largest shopping mall owner and operator in the country, with more than 183 regional malls in 43 states. The spin-off company, The Howard Hughes Corporation, consists of GGP's portfolio of master planned communities and other strategic real estate development opportunities. This company will trade under the ticker symbol "HHC" on The New York Stock Exchange. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENOIL INC: Posts C$1.2-Mil. Net Loss in September 30 Quarter ------------------------------------------------------------- Genoil Inc. filed on November 29, 2010, its interim unaudited consolidated financial statements for the three and nine months ended September 30, 2010. The Company incurred a net loss of C$1.17 million for the 2010 third quarter, compared to a net loss of C$809,779 million for the same quarter of 2009. The Company has not generated revenues from its technologies to date and has funded its near term operations by way of capital stock private placements and short-term loans. The Company's balance sheet at September 30, 2010, showed C$3.86 million in total assets, C$2.58 million in total liabilities, and stockholders' equity of C$1.28 million. "The ability of the Company to continue as a going concern is in substantial doubt and is dependent on achieving profitable operations, commercializing its upgrader technology, and obtaining the necessary financing in order to develop this technology further," the Company said in the notes to the interim consolidated financial statements for the three and nine months ended September 30, 2010. A full-text copy of the unaudited interim consolidated financial statements for the three and nine months ended September 30, 2010, is available for free at http://researcharchives.com/t/s?7093 A full-text copy of the Management's Discussion and Analysis for the three months ended June 30, 2010, is available at no charge at http://researcharchives.com/t/s?7094 About Genoil Inc. Based in Calgary, Canada, Genoil Inc. was incorporated under the Canada Business Corporations Act. The Company is a technology development company focused on providing innovative solutions to the oil and gas industry through the use of proprietary technologies. The Company's business activities are primarily directed to the development and commercialization of its upgrader technology, which is designed to economically convert heavy crude oil into light synthetic crude. The Company is listed on the TSX Venture Exchange under the symbol GNO as well as the Nasdaq OTC Bulletin Board using the symbol GNOLF.OB. GEORGE RUCKER: Case Summary & 9 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: George B. Rucker 1767 Lakewood Ranch Blvd. #214 Bradenton, FL 34211 Bankruptcy Case No.: 10-29040 Chapter 11 Petition Date: December 2, 2010 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: R. John Cole, II, Esq. R. JOHN COLE, II, PA 46 N Washington Blvd, Suite 24 Sarasota, FL 34236 Tel: (941) 365-4055 Fax: (941) 365-4219 E-mail: rjc@rjcolelaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's nine largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-29040.pdf GILLOM SMITH: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Joint Debtors: Gillom Smith Jacqueline D. Smith 4319 Rock Creek Road Alexandria, VA 22306 Bankruptcy Case No.: 10-20105 Chapter 11 Petition Date: December 2, 2010 Court: U.S. Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Stephen S. Mitchell Debtors' Counsel: Janet M. Meiburger, Esq. THE MEIBURGER LAW FIRM, P.C. 1493 Chain Bridge Road, Suite 201 McLean, VA 22101 Tel: (703) 556-7871 Fax: (703) 556-8609 E-mail: admin@meiburgerlaw.com Estimated Assets: Not Stated Estimated Debts: $1,000,001 to $10,000,000 A list of the Joint Debtors' 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/vaeb10-20105.pdf GLORY BEAR: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Glory Bear Valley, LLC 1601 N. Sepulveda Blvd., #730 Manhattan Beach, CA 90266 Bankruptcy Case No.: 10-61799 Chapter 11 Petition Date: December 3, 2010 Court: United States Bankruptcy Court Central District Of California (Los Angeles) Judge: Ernest M. Robles Debtor's Counsel: Steven P. Scandura, Esq. LAW OFFICES OF STEVEN P. SCANDURA 1601 N Sepulveda Blvd., Suite 730 Manhattan Beach, CA 90266 Tel: (310) 473-6300 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Terry K. Guo, manager. Debtor-affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Steven Hsieh 10-34315 06/15/10 Sunnyway Properties, Inc. 10-20308 03/19/10 GOODY'S LLC: Del. Bankr. Court Rules on SJW Land's Claims --------------------------------------------------------- SJW Land Company seeks to compel payment of unpaid 2008 and 2009 property taxes as postpetition administrative expenses on three leases: the corporate headquarters lease, the distribution center lease, and a vacant lot lease. Judge Christopher Sontchi ruled that (1) Goody's Family Clothing, Inc. -- Debtor I -- is not liable for the 2008 property taxes on any of the leases; (2) SJW has a valid general unsecured claim for $220,915.73 against Goody's LLC -- Debtor II -- for the 2008 property taxes on the DC and Vacant Leases; and (3) SJW has a valid administrative expense claim for $78,118.80 against Debtor II for the 2009 property taxes on the HQ and DC Leases. A copy of the Court's December 1, 2010 Opinion is available at http://is.gd/ikMKTfrom Leagle.com. About Goody's Family Headquartered in Knoxville, Tennessee, Goody's Family Clothing Inc. -- http://www.shopgoodys.com/-- operates chains of clothing stores. The company is owned by Goody's Holdings Inc., a non- debtor entity. Goody's Family Clothing Inc. and 19 of its affiliates filed for Chapter 11 protection on June 9, 2008 (Bankr. D. Del. Lead Case No. 08-11133). Gregg M. Galardi, Esq., and Marion M. Quirk, Esq., at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings, Esq., at Bass, Berry & Sims PLC, represented the Debtors. The Debtors selected Logan and Company Inc. as their claims agent. The Debtors emerged from bankruptcy as Goody's LLC on October 20, 2008, after closing more than 70 stores. Goody's subsequently announced plans to liquidate in January 2009 when it was unable to restructure terms with creditors. Goody's, LLC, based in Wilmington, Delaware, and 13 other affiliates filed for bankruptcy on January 13, 2009 (Bankr. D. Del. Case No. 09- 10124). The case is before Judge Christopher S. Sontchi. M. Blake Cleary, Esq., at Young, Conaway, Stargatt & Taylor LLP in Wilmington, served as bankruptcy counsel. Bass Berry & Sims PLC and Skadden Arps Slate Meagher & Flom LLP acted as special counsel. The Debtor's other professionals were FTI Consulting Inc. as financial advisors; and Hilco Merchant Resources LLC and Gordon Brothers Retail Partners LLC as liquidators. In March 2010, Goody's LLC received confirmation of its Liquidating Chapter 11 plan. Thomas M. Horan, Esq., Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at Womble Carlyle Sandridge & Rice, PLLC, in Wilmington, Delaware, serve as counsel for the Plan Administrators. GRANDE VISTA: Involuntary Chapter 11 Case Summary ------------------------------------------------- Alleged Debtor: Grande Vista, LLC 1474 Belmont Street N.W. Washington, DC 20009 Bankruptcy Case No.: 10-37387 Involuntary Chapter 11 Petition Date: December 3, 2010 Court: U.S. Bankruptcy Court District of Maryland (Greenbelt) Judge: Wendelin I. Lipp Creditors who signed the Chapter 11 petition: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Kevin P. Furnary Services $82,000 9750 Vale Road Vienna, VA 22181 Jim Jeffery Services $82,000 1069 w Broad Street Falls Church, VA 22046 Paul Lutov Promissory Notes $124,349 1474 Belmont Street NW Washington, DC 20009 GREDE FOUNDRIES: W.D. Wis. Says Electricity is a UCC "Good" ----------------------------------------------------------- WestLaw reports that electricity that a Chapter 11 debtor received from utilities within 20 days prior to the petition date qualified as a "good," for which the utilities were entitled to assert administrative expense claims, notwithstanding the debtor's contention that the electricity did not satisfy the "movability" requirement for qualifying as a "good" under the Uniform Commercial Code, because the movement was so fast as to be simultaneous with its consumption. The movement of electrons through the meter and to the debtor's facilities, while perhaps approaching the speed of light, was nonetheless movement. Electricity was a tangible and consumable good, that had physical properties, was bought and sold in marketplace, and was identifiable, as demonstrated by the fact that it was metered. GFI Wisconsin, Inc. v. Reedsburg Utility Com'n, --- B.R. ----, 2010 WL 4595508 (W.D. Wis.) (Crabb, J.). This District Court ruling affirms In re Grede Foundries, Inc., 435 B.R. 593, 2010 WL 2196280 (Bankr. W.D. Wis.) (Martin, J.), covered in the Sept. 29, 2010, edition of the Troubled Company Reporter. About Grede Foundries Based in Reedsburg, Wisconsin, Grede Foundries, Inc. -- http://www.grede.com/-- produces ductile iron, grey iron and specialty metal parts. The Company serves the automotive, heavy truck, off-highway, diesel engine and industrial markets and is one of the largest cast-iron foundry companies in the United States. The Company sought Chapter 11 protection (Bankr. W.D. Wisc. Case No. 09-14337) on June 30, 2009. Daryl L. Diesing, Esq., Jerard J. Jensen, Esq., and Daniel J. McGarry, Esq., at Whyte Hirschboeck Dudek S.C., represent the Debtor. The Debtor selected Conway Del Genio Gries & Co. as its restructuring advisor; Leverson & Metz S.C. as special counsel; and Kurtzman Carson Consultants LLC as claims agent. The Debtor reported total assets of $143,983,000 and total debts of $148,243,000 at the petition date. Wayzata Investment Partners LLC purchased the business of Grede Foundries for $106.5 million in Feb. 2010 and merged it with Citation Corp. GREGORY MOUNT: Case Summary & 4 Largest Unsecured Creditors ----------------------------------------------------------- Joint Debtors: Gregory Tasker Mount dba Innovative Management Group, LLC Professional Search and Placement, LLC Melissa Marie Mount 2 West Dry Creek Circle, Suite 100 Littleton, CO 80120 Bankruptcy Case No.: 10-40362 Chapter 11 Petition Date: December 3, 2010 Court: U.S. Bankruptcy Court District of Colorado (Denver) Judge: Howard R. Tallman Debtors' Counsel: Aaron A. Garber, Esq. 303 E. 17th Avenue, Suite 500 Denver, CO 80203 Tel: (303) 832-2400 E-mail: aag@kutnerlaw.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' four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cob10-40362.pdf GUIDED THERAPEUTICS: Lightouch PMA 'Suitable for Filing' -------------------------------------------------------- Guided Therapeutics Inc. was notified by the U.S. Food and Drug Administration that the Company's pre-market approval application for the LightTouch Cervical Scanner, for patients at risk for cervical cancer, is "suitable for filing." "Receiving the 'suitable for filing' letter from the FDA is a significant milestone in the regulatory review process and means that our application was sufficiently complete and is ready for substantive review," said Mark L. Faupel, Ph.D., President and CEO of Guided Therapeutics. "This brings us one step closer to realizing our goal of improving the early detection of cervical disease and reducing the false positives and unnecessary biopsies that result with the current standard of care." The FDA notification sets September 23, 2010 as the date of acceptance of the filing and states that FDA will schedule the Obstetrics and Gynecology Devices Panel meeting to review the PMA at a date to be determined. More than $6 billion is spent each year in the U.S. alone to diagnose cervical cancer. The chance for successful treatment is greatly increased by early detection, according to the National Cancer Institute. Each year about 55 million Pap tests are performed in the U.S. to detect cervical abnormalities that could lead to cancer. Of these tests, approximately six percent are abnormal, requiring additional medical evaluation, such as a biopsy. However, the majority of biopsies reveal no cervical disease, meaning that a significant number of potentially avoidable procedures are performed every year. In the pivotal trial to support the PMA filing, more than 1,600 women at risk for cervical disease were tested with the LightTouch. Results of the trial showed that: * LightTouch detected cervical disease up to two years earlier than Pap test, HPV test, colposcopy and biopsy. * LightTouch detected 86.3% of cervical disease cases that had been missed by Pap, HPV tests and biopsy. * LightTouch would have reduced the number of avoidable biopsies by about 40 percent. Additionally, Guided Therapeutics' clinical trial indicated that women aged 16-20 were just as likely to have cervical disease as women 21 and older and current methods of early detection, such as HPV testing, are not recommended for this age group. LightTouch detected cervical disease equally well in both adolescent and adult women. About Guided Therapeutics Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP) -- http://www.guidedinc.com/-- is developing a rapid and painless test for the early detection of disease that leads to cervical cancer. The technology is designed to provide an objective result at the point of care, thereby improving the management of cervical disease. Unlike Pap and HPV tests, the device does not require a painful tissue sample and results are known immediately. GT has also entered into a partnership with Konica Minolta Opto to develop a non-invasive test for Barrett's Esophagus using the LightTouch technology platform. The Company's balance sheet at September 30, 2010, showed $3.4 million in total assets, $2.8 million in total liabilities, and stockholders' equity of $595,000. As reported by the Troubled Company Reporter on March 29, 2010, UHY LLP, in Atlanta, Georgia, expressed substantial doubt about Guided Therapeutics' ability to continue as a going concern, following the Company's 2009 results UHY noted of the Company's recurring losses from operations, accumulated deficit and working capital deficit. HEALTHSOUTH CORP: Inks New Three-Year Contract with CEO Grinney --------------------------------------------------------------- On December 2, 2010, following approval by its Board of Directors, HealthSouth Corporation, and Jay Grinney, its President and Chief Executive Officer, entered into a letter of understanding regarding Mr. Grinney's employment to replace the letter of understanding dated October 31, 2007, set to expire December 31, 2010. This new agreement will be in effect until December 2, 2013 and will automatically be extended for consecutive periods of 12 additional months each, unless either party provides 90-days written notice of the intention not to renew. Mr. Grinney's compensation arrangements, including participation in incentive award plans, and benefits remain substantially the same as previously discussed in more detail in the Executive Compensation section of the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 5, 2010. The agreement also provides that, among other things: * Mr. Grinney will be nominated for a seat on the Company's Board of Directors so long as he remains employed as President and Chief Executive Officer; * Mr. Grinney's base salary for 2011 will remain at the same annualized rate in effect since 2007. After 2011, his base salary may be increased, but not decreased; * Mr. Grinney will be entitled, at the Company's expense, to insurance that provides for an annual long-term disability benefits equal to 60% of his base salary; and * subject to his compliance with certain restrictive covenants, including a non-disclosure covenant, a 12- or 24-month non-competition covenant, and a 36-month non-solicitation of vendors, customers and employees covenant, Mr. Grinney will continue to participate in the executive severance and change in control benefits plans but will be allowed to exercise a 2004 stock option grant for 1 million shares of common stock for 12 months following a termination without cause or due to death or a resignation for good reason. About HealthSouth Corp. Birmingham, Alabama-based HealthSouth Corporation (NYSE: HLS) -- http://www.healthsouth.com/-- is the nation's largest provider of inpatient rehabilitative healthcare services. Operating in 26 states across the country and in Puerto Rico, HealthSouth serves patients through its network of inpatient rehabilitation hospitals, long-term acute care hospitals, outpatient rehabilitation satellites, and home health agencies. The Company's balance sheet at Sept. 30, 2010, showed $1.79 billion in total assets, $390.0 million in total current liabilities, $1.64 billion in long-term debt, $162.7 million in other long-term liabilities, and a stockholders' deficit of $782.3 million. HealthSouth carries a 'B1' corporate family rating with "stable" outlook, from Moody's. It has 'B' foreign and local issuer credit ratings, with "positive" outlook, from Standard & Poor's. HERTZ CORP: Fitch Puts 'BB-' Rating on $500MM Senior Notes ---------------------------------------------------------- Fitch Ratings expects to rate Hertz Corporation's $500 million issuance of senior unsecured notes 'BB-'. Hertz's 'BB-' Issuer Default Rating and Stable Rating Outlook are unaffected by the assignment of this rating. The notes will rank equally with all of Hertz's senior unsecured indebtedness. Hertz intends to use the proceeds from the issuance, together with cash proceeds from the issuance of Hertz's 7.5% senior unsecured notes due 2018 on Sept. 30, 2010, to redeem in full its 10.5% senior subordinated notes due 2016 and to redeem $625 million principal amount of its 2005 Acquisition Dollar Notes (8.875% senior unsecured notes due 2014). Fitch expects to assign these ratings: The Hertz Corporation -- $500 million senior unsecured notes 'BB-'. HERTZ CORP: Moody's Assigns 'B2' Rating on Sr. Unsecured Notes -------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to The Hertz Corporation's issuance of $500 million of senior unsecured notes. The company's corporate family rating and probability of default rating remain at B1. The Speculative Grade Liquidity rating is SGL-3 and the rating Outlook is Stable. Ratings Rationale Hertz's B1 CFR and the B2 assigned to the new notes reflect the improving fundamentals in the daily car rental market, and the actions the company has taken to strengthen its balance sheet and liquidity position. Healthier fundamentals in the car rental sector should now support further improvement in Hertz's credit profile. Car rental companies are managing the size of their fleets in a prudent manner, moderate price increases are occurring in the leisure sector, and used car prices should remain strong into 2011. In addition, the major competitors in the car rental sector are focusing on improving returns through reducing costs and raising ancillary revenues. There appears to be less focus on attempts to gain share through price reductions. Consequently, the overall pricing environment may be more favorable. Hertz should also benefit from the bottoming out of demand within the equipment rental market. Moody's expects demand to flatten through early 2011 and to rise gradually during the balance of the year. Finally, more favorable conditions in the capital and ABS markets have enabled Hertz to achieve a more solid funding structure for its rental fleet, and to extend the maturity profile and lower the interest burden on its corporate debt. The $700 million in debt raised during September, along with the $500 million raised from the new note issuance, should enable Hertz to refund higher-coupon corporate debt and extend its maturity profile. In addition, the company has completed approximately $5.8 billion in fleet refund during the past eighteen months in the domestic and international ABS markets, and the secured debt markets. This addressed a potentially serious shortfall in the company's liquidity profile. Hertz's liquidity profile is adequate. The company has sufficient fleet funding in place through 2011. Moreover, corporate debt maturities during the coming twelve months will be modest as a result of the refinancing that will be funded with the net proceeds of the $1.2 billion in note issuances. Finally, Hertz has approximately $800 million in unrestricted cash (excluding the $700 million of debt proceeds raised during September that will likely refund other debt) and about $800 million in availability under a revolving credit facility that matures in 2012. The stable outlook is based on the likelihood that improving industry fundamentals, combined with Hertz's ongoing cost cutting initiatives, should support further improvement in credit metrics through 2011 to levels that support the B1 rating. If Hertz were able to sustain EBIT/interest near 2x (compared with .9x for the LTM through Sept.) and debt/EBITDA approximating 3x (compared with 4.4x for LTM through Sept.), there could be upward pressure on the rating. However if EBIT/interest coverage were to remain below 1.2x and debt /EBITDA above 4x during an extended period, there could be some downward pressure on the rating. Rating pressure could also occur if Hertz were to resubmit an offer for Dollar at a per share price greater than its last offer of approximately $50. The last rating action on Hertz was a change in outlook to stable on November 30, 2010. HERTZ CORP: S&P Assigns 'CCC+' Rating to $500 Mil. Senior Notes --------------------------------------------------------------- Standard & Poor's Ratings Services said that it has assigned its 'CCC+' rating to Hertz Corp.'s $500 million senior notes due 2021, with a recovery rating of '6', indicating S&P's expectations of a negligible (0%-10%) recovery of principal in the event of a payment default. The notes are being offered through a Rule 144a transaction with registration rights. The 'CCC+' rating is placed on CreditWatch with positive implications. The company will use the proceeds for debt repayment. S&P placed Hertz's ratings on CreditWatch Positive on April 26, 2010, when the company announced it had signed a definitive agreement to acquire competitor Dollar Thrifty Automotive Group Inc., a transaction that DTAG's shareholders voted against on Sept. 30, 2010. Hertz has indicated it will now accelerate the expansion of its Advantage Rent-A-Car value brand, which it would have divested had it acquired DTAG's Dollar and Thrifty value brands. Hertz has also indicated it will expand its off-airport business, which it has been growing over the past several years -- this is the sector in which Enterprise Rent-A-Car holds the largest market position. Even without a DTAG acquisition, S&P believes Hertz's improved operating and financial performance could result in higher ratings. The outlook on Hertz's ratings had been positive prior to the CreditWatch listing. For the 12 months ended Sept. 30, 2010, Hertz's EBITDA interest coverage was 3.3x, funds from operations to debt was 19%; and debt to capital, 87%. Hertz has also successfully refinanced around $5 million of its 2010 debt maturities. The ratings on Park Ridge, N.J.-based Hertz Global Holdings Inc., and its primary operating subsidiary Hertz Corp., reflect an aggressive financial profile and the price-competitive, cyclical nature of on-airport car rentals and equipment rentals. The company has addressed previous material refinancing risk through several financings it completed over the past year. The ratings also incorporate its position as the largest global car rental company and the strong cash flow its businesses generate. S&P will evaluate Hertz's improved operating and financial performance, absent an acquisition of DTAG, to resolve the CreditWatch listing. Ratings List Hertz Corp. Corporate credit rating B/Watch Pos/-- New Rating; CreditWatch Action Hertz Corp. $500 million sr notes due 2021 CCC+/Watch Pos Recovery rating 6 HOLIDAY INN BUFFALO: Marshall Hotels Officials Named Receiver ------------------------------------------------------------- Officials of Marshall Hotels & Resorts, Inc., a Maryland-based hotel management and services company, has been appointed receiver for the Four Points by Sheraton Hotel & Suites Allentown Airport, in Pa.; and Holiday Inn Danbury, in Conn. and as operator for the Holiday Inn Buffalo Amherst Hotel, in N.Y., which is in receivership. "We are seeing lenders becoming increasing more aggressive in taking back hotels," said Mike Marshall, president and CEO of Marshall Hotels. "We have a proven track record in quickly stabilizing and turning around troubled hotels and have the infrastructure in place to immediately take over individual properties and portfolios on a moment's notice. For these three properties, we will focus initially on what we believe are substantial opportunities in marketing and food & beverage to substantially increase revenues." The Properties * Holiday Inn Buffalo Amherst Hotel, in N.Y.-Located at 881 Niagara Falls Blvd., in Amherst, a short distance from Niagara Falls, downtown Buffalo, HSBC Arena and 30 minutes from Ralph Wilson Stadium, the 199-room hotel features complimentary 24-hour airport transportation to nearby Buffalo/Niagara International. The hotel offers an indoor heated pool, fitness center with Jacuzzi, more than 3,500 square feet of flexible meeting space with audio visual equipment, and a full-service restaurant. * Four Points by Sheraton Hotel & Suites Allentown Airport, in Pa.-At 3400 Airport Rd., in Allentown, in the center of Lehigh Valley Industrial Parks, the property is conveniently near historic downtown Bethlehem, Dorney Park & Wild Water Kingdom, Blue Mountain Ski Area, Lehigh Valley Mall and Lafayette College. The hotel features the area's only Olympic-size indoor heated pool, free 24-hour fitness center with cardio vascular equipment, business center, and direct non-stop shuttle service to Lehigh Valley International Airport. The 145 guest room's amenities include ergonomic desk and chair, microwave oven and complimentary high-speed Internet access. The property has 4,500 square feet of flexible meeting space and two dining options, Teddy's Jetport Lounge & Nightclub and Four Points Restaurant & Lounge. Holiday Inn Danbury, in Conn.-Situated at 80 Newton Rd., in Danbury, the full-service hotel has 114 guest rooms. The pet- friendly property has a 24-hour fitness center, seasonal pool, fax and copy services, book nook library and enough banquet space to accommodate up to 200 people. Marshall will oversee a renovation of the hotel's restaurant and lounge. About Marshall Hotels Salisbury, Md.-based Marshall Hotels & Resorts, Inc. is a 30-year old hotel operating company. It has special expertise in operating three- and four-star branded hotels and resorts, averaging 100 to 500 rooms, in urban and central business districts, as well as suburban/drive-to and resort locations. In addition, the company has a proven track record managing independent resort and unique urban properties. The company has managed a wide array of leading hotel brands, including Hilton, Starwood, InterContinental Hotel Group, Hyatt, Choice and Wyndham. HOLIDAY INN DANBURY: Marshall Hotels Officials Named Receiver ------------------------------------------------------------- Officials of Marshall Hotels & Resorts, Inc., a Maryland-based hotel management and services company, has been appointed receiver for the Four Points by Sheraton Hotel & Suites Allentown Airport, in Pa.; and Holiday Inn Danbury, in Conn. and as operator for the Holiday Inn Buffalo Amherst Hotel, in N.Y., which is in receivership. "We are seeing lenders becoming increasing more aggressive in taking back hotels," said Mike Marshall, president and CEO of Marshall Hotels. "We have a proven track record in quickly stabilizing and turning around troubled hotels and have the infrastructure in place to immediately take over individual properties and portfolios on a moment's notice. For these three properties, we will focus initially on what we believe are substantial opportunities in marketing and food & beverage to substantially increase revenues." The Properties * Holiday Inn Buffalo Amherst Hotel, in N.Y.-Located at 881 Niagara Falls Blvd., in Amherst, a short distance from Niagara Falls, downtown Buffalo, HSBC Arena and 30 minutes from Ralph Wilson Stadium, the 199-room hotel features complimentary 24-hour airport transportation to nearby Buffalo/Niagara International. The hotel offers an indoor heated pool, fitness center with Jacuzzi, more than 3,500 square feet of flexible meeting space with audio visual equipment, and a full-service restaurant. * Four Points by Sheraton Hotel & Suites Allentown Airport, in Pa.-At 3400 Airport Rd., in Allentown, in the center of Lehigh Valley Industrial Parks, the property is conveniently near historic downtown Bethlehem, Dorney Park & Wild Water Kingdom, Blue Mountain Ski Area, Lehigh Valley Mall and Lafayette College. The hotel features the area's only Olympic-size indoor heated pool, free 24-hour fitness center with cardio vascular equipment, business center, and direct non-stop shuttle service to Lehigh Valley International Airport. The 145 guest room's amenities include ergonomic desk and chair, microwave oven and complimentary high-speed Internet access. The property has 4,500 square feet of flexible meeting space and two dining options, Teddy's Jetport Lounge & Nightclub and Four Points Restaurant & Lounge. Holiday Inn Danbury, in Conn.-Situated at 80 Newton Rd., in Danbury, the full-service hotel has 114 guest rooms. The pet- friendly property has a 24-hour fitness center, seasonal pool, fax and copy services, book nook library and enough banquet space to accommodate up to 200 people. Marshall will oversee a renovation of the hotel's restaurant and lounge. About Marshall Hotels Salisbury, Md.-based Marshall Hotels & Resorts, Inc. is a 30-year old hotel operating company. It has special expertise in operating three- and four-star branded hotels and resorts, averaging 100 to 500 rooms, in urban and central business districts, as well as suburban/drive-to and resort locations. In addition, the company has a proven track record managing independent resort and unique urban properties. The company has managed a wide array of leading hotel brands, including Hilton, Starwood, InterContinental Hotel Group, Hyatt, Choice and Wyndham. INTELSAT SA: Seeks FCC Nod to Move Licenses for Reorganization -------------------------------------------------------------- On December 3, 2010, affiliates of Intelsat S.A. filed applications seeking US Federal Communications Commission consent to a pro forma assignment and transfer of control of all of the licenses held by the Company's five licensee subsidiaries. The applications are being made in connection with the Company's intention to enter into a series of internal transactions and related steps that would reorganize the ownership of the Company's assets among its subsidiaries and effectively combine the legacy businesses of Intelsat Subsidiary Holding Company S.A. and Intelsat Corporation in order to simplify the Company's operations and enhance the Company's ability to transact business in a more efficient manner. The Reorganization is expected to be completed in the next few months, but is subject to certain contingencies, including receipt of FCC approval and the refinancing of substantially all of the existing indebtedness of Intelsat Corp and the senior secured credit facilities of Intelsat Sub Holdco, which is expected to be funded with the proceeds of a new secured credit facility and other forms of indebtedness. After the Reorganization is completed, all of the Company's material business operations, including its satellites and its sales and marketing operations, are expected to be owned by Intelsat Sub Holdco and its direct and indirect subsidiaries. While it is the Company's intention to proceed with the Reorganization, there can be no assurance that the Reorganization will be completed as contemplated. About Intelsat Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite communications services worldwide through a global communications network of 54 satellites in orbit as of December 31, 2009, and ground facilities related to the satellite operations and control, and teleport services. It had $2.5 billion in revenue in 2009. Intelsat S.A. had $17.56 billion in assets, $18.15 billion in debts, noncontrolling interest of $1.90 million, and shareholders' deficit of $597.06 million as of Sept. 30, 2010. Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings from Standard & Poor's. It has 'Caa1' corporate family and probability of default ratings from Moody's Investors Service. Washington D.C.-based Intelsat Corporation, formerly known as PanAmSat Corporation, is a fully integrated subsidiary of Intelsat S.A., its indirect parent. Intelsat Corp. had $7.70 billion in assets against $4.86 billion in debts as of Dec. 31, 2010. ISLAND WAY: Case Summary & 3 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Island Way Investments I, LLC 7 Argonaut Aliso Viejo, CA 92656 Bankruptcy Case No.: 10-27150 Chapter 11 Petition Date: December 3, 2010 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Theodor Albert Debtor's Counsel: Robert P. Goe, Esq. GOE & FORSYTHE, LLP 18101 Von Karman, Ste 510 Irvine, CA 92612 Tel: (949) 798-2460 Fax: (949) 955-9437 E-mail: kmurphy@goeforlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Island Way Investments II, LLC 10-27154 12/03/10 Assets: $1,000,001 to $10,000,000 Debts: $500,001 to $1,000,000 The petitions were signed by Dan J. Harkey, president of Point Center Financial, Inc., Debtor's managing member. A list of Island Way Investments I's three unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-27150.pdf A list of Island Way Investments II's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb10-27154.pdf JAYANTHI SWAMINATH: Case Summary & 6 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Jayanthi Swaminath 17520 Blanchard Drive Monte Sereno, CA 95030 Bankruptcy Case No.: 10-62425 Chapter 11 Petition Date: December 2, 2010 Court: United States Bankruptcy Court Northern District of California (San Jose) Judge: Stephen L. Johnson Debtor's Counsel: Anthony Delas, Esq. FOOTHILL LAW GROUP 777 N 1st. St. #325 San Jose, CA 95112 Tel: (408) 293-0880 E-mail: tdelas@foothilllaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's six largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb10-62425.pdf JODENE PUFF: May Enter Into Lease Agreements -------------------------------------------- Judge Thad J. Collins granted Jodene Audrey Puff's request to enter into leases with respect to property in her possession. Creditor Farmers Savings Bank (Colesburg) had opposed entry into the leases, arguing that the proposed rental amount in both leases was insufficient. FSB-C, which asserts and interest in the Debtor's property, asked the Court to order the Debtor to make adequate protection payments. Judge Collins denied FSB-C's request for payment from cash collateral. FSB-C offered no citation to the Bankruptcy Code or case law in support of its Motion for a cash collateral payment. The Debtor and creditor, United States of America-Farm Service Agency, had objected to the Motion for Payment. A copy of the Court's December 1, 2010 Order is available at http://is.gd/ikvEBfrom Leagle.com. Jodene Audrey Puff, in Hazleton, Iowa, filed a Chapter 11 petition (Bankr. N.D. Iowa Case No. 10-01877) on July 1, 2010. Robert Cardell Gainer, Esq. -- gainer@dwx.com -- in Des Moines, serves as bankruptcy counsel. According to the Debtor's schedules, assets total $824,512 while debts total $3,554,817. JOHN HURNEY: Voluntary Chapter 11 Case Summary ---------------------------------------------- Joint Debtors: John Phillip Hurney Leslie Anne Hurney 605 1st Street Kirkland, WA 98033 Bankruptcy Case No.: 10-24506 Chapter 11 Petition Date: December 2, 2010 Court: U.S. Bankruptcy Court Western District of Washington (Seattle) Judge: Marc Barreca Debtors' Counsel: Olga Rotstein, Esq. ROTSTEIN LAW OFFICE PC 1 Lake Bellevue Drive, Suite 203 Bellevue, WA 98005 Tel: (206) 619-6632 E-mail: olga.bankruptcy@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Joint Debtors did not file a list of creditors together with its petition. KINDER MORGAN: Fitch Assigns 'BB+' Rating to $600 Mil. Notes ------------------------------------------------------------ Fitch Ratings has assigned a 'BB+' rating to Kinder Morgan Finance Company, LLC's proposed offering of $600 million seven-year senior notes. Kinder Finance is a wholly-owned subsidiary of Kinder Morgan, Inc. (rated 'BB+' with a Stable Outlook by Fitch). The Notes will be guaranteed by KMI. Note proceeds will be applied to repayment upon maturity of Kinder Finance Co.'s outstanding $750 million 5.35% notes due Jan. 5, 2011. The Rating Outlook for Kinder Finance is Stable. KMI is a privately owned company with significant ownership interests in two businesses: the 2% general partner interest and 21.7 million limited partner units in Kinder Morgan Energy Partners, L.P. (rated 'BBB' with a Stable Outlook) and 12.9 million shares of its affiliate Kinder Morgan Management, LLC; and a 20% interest in NGPL PipeCo LLC (NGPL, rated 'BB+' with a Stable Outlook). Distributions from KMP and NGPL contribute approximately 95% and 5% of KMI's cash flow, respectively. Kinder Finance's notes, KMI's notes and debentures, and KMI's $1 billion revolving credit facility due May 2013 are secured by a first priority interest in the capital stock of KMI's wholly-owned subsidiaries and by perfect security interests in substantially all of KMI's and its subsidiaries' assets. If in the future, KMI were to terminate its revolver and related security agreement, then the Notes and KMI's notes and debentures will automatically become unsecured. Fitch expects distributions received by KMI to total approximately $1 billion in 2010 and improve in future years as KMP's partnership distributions increase. Following repayment of the 5.35% notes, Fitch expects KMI's debt levels to be maintained at between $3 billion to $3.5 billion. Fitch expects KMI's standalone non-GAAP Debt to EBITDA for 2011 to be less than 3.0 times, a level that is appropriate for KMI's rating. On Nov. 23, 2010, KMI's parent company, Kinder Morgan Holdco LLC, filed a registration statement with the SEC for a proposed public offering of its stock. In connection with the offering, Holdco will be converted to a Delaware corporation and renamed Kinder Morgan, Inc. KMI's name will be changed to Kinder Morgan Kansas Inc. The stock offering and related transactions are not expected to have an effect on neither KMI's nor Kinder Finance's ratings. KINDER MORGAN: Moody's Puts 'Ba1' Rating on $600 Mil. Senior Notes ------------------------------------------------------------------ Moody's Investors Service rated the new $600 million senior secured notes for Kinder Morgan Finance Company, LLC, Ba1. The rating outlook is negative. Ratings Rationale Proceeds from the notes offering will be used to fund the company's $750 million of senior notes also at Kinder Morgan Finance Company, LLC, and guaranteed by Kinder Morgan, Inc, that mature January 5, 2011. The new notes are pari-passu with KMI's existing senior secured notes given that these notes will also be guaranteed by KMI. The notes are secured by the assets of KMI, which is primarily its equity interests in NGPL PipeCo and Kinder Morgan Energy Partners, L.P. However, Moody's observes that the notes may become unsecured if the company's $1.0 billion revolving credit facility becomes unsecured. "The notes are rated two notches below KMP's Baa2 senior unsecured rating, reflecting KMI's structural subordination to KMP, the primary source of cash flows that support the KMI debt," said Ken Austin, Moody's Vice President. In addition, KMI's distributions received from KMP are primarily General Partner distributions, which Moody's views as being effectively junior to the Limited Partner distributions during times of tight cash flow. KMI's negative outlook continues to reflect the elevated leverage for the consolidated family of companies, which is higher than the investment-grade Moody's rated peer group. The ratings would be downgraded if Moody's expect leverage (consolidated debt/EBITDA) to increase and remain above 5.5x over the next 12 to 18 months, if the CO2 enhanced recovery operations are seeing a decline in performance, or if the company embarks on significant organic capital spending programs that run the risk of cost overruns and delays, further impacting the credit metrics. The ratings could also be pressured if KMP funds upcoming debt maturities in a way that significantly reduces liquidity. A stable outlook would be considered if consolidated leverage is expected to trend towards 5.0x over the next 12 to 18 months, if the CO2 operations are expected to show improved performance given the capital it consumes, or if organic capital programs and acquisitions are adequately funded with equity. KMI's planned IPO is not expected to result in debt reduction; however, if IPO proceeds are used to reduce debt, the outlook could also be stabilized. Moody's expects to have more clarity on these matters in the first quarter of 2011. The last rating action for Kinder Morgan, Inc., was on May 6, 2009, when Moody's placed a negative outlook on the ratings. KMI is a Kansas corporation incorporated in 1927. It is one of the largest energy transportation and storage companies in the United States, operating or owning, through its subsidiaries, including the Kinder Morgan Partners, LP Partnership, approximately 37,000 miles of pipelines and approximately 180 terminals. These pipelines transport natural gas, gasoline, crude oil, carbon dioxide and other products, and these terminals store petroleum products and chemicals and handle bulk materials such as coal and petroleum coke. LAMARR TYLER: Case Summary & 4 Largest Unsecured Creditors ---------------------------------------------------------- Joint Debtors: Lamarr B. Tyler Jann A. Tyler 385 Palos Road Glencoe, IL 60022 Bankruptcy Case No.: 10-53494 Chapter 11 Petition Date: December 2, 2010 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Jack B. Schmetterer Debtor's Counsel: Joseph E. Cohen, Esq. COHEN & KROL 105 West Madison Suite 1100 Chicago, IL 60602 Tel: (312) 368-0300 E-mail: jcohen@cohenandkrol.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' four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb10-53494.pdf LANDRY'S HOLDINGS: Moody's Confirms 'B2' Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service confirmed all the ratings of Landry's Holdings, Inc.'s B2 Corporate Family Rating and Probability of Default Rating as well as the Caa1 rating on its senior secured notes. In addition, Moody's confirmed all ratings for Landry's Restaurants, Inc., including its Ba2 senior secured 1st lien bank credit facility and $452 million senior secured 2nd lien notes. Moody's also assigned a Ba2 rating to Landry's proposed amended and extended 1st lien bank credit facility and $75 million senior secured 2nd lien notes add-on. The outlook is negative. Ratings Rationale "The confirmation of B2 CFR reflects the successful closure of Landry's going private transaction as well as its adequate liquidity, reasonable scale, and the solid brand value of its various restaurant concepts" stated Bill Fahy, Moody's Senior Analyst. "However, the ratings also incorporate Landry's relatively high leverage and modest coverage, and soft consumer spending environment that will continue to pressure earnings" stated Fahy. The negative outlook reflects Moody's concern regarding Landry's ability to successfully integrate its recent acquisition of the Bubba Gump restaurant chain and strengthen debt protection metrics to levels more appropriate for a B2 CFR over the following 12 to 18 months. Upon the successful completion of the proposed financing, Moody's will withdraw the ratings on Landry's existing bank credit facility due 2013. Ratings confirmed are: Landry's Holdings, Inc. -- Corporate Family Rating at B2 -- Probability of Default Rating at B2 -- $110 million senior secured notes, due 2014 at Caa1 (LGD 5, 87%) Landry's Restaurant Group, Inc -- $75 million guaranteed senior secured 1st lien revolver due 2013, at Ba2 (LGD 2, 11%) -- $160 million guaranteed senior secured 1st lien term loan due 2013, at Ba2 (LGD 2, 11%) -- $452 million senior secured 2nd lien notes, due Dec. 1, 2015 at B3 (LGD 4, 62%) -- Ratings confirmed and withdrawn are; Landry's Restaurant Group, Inc -- Corporate Family Rating at B2 -- Probability of Default Rating at B2 Ratings assigned are; -- $100 million guaranteed senior secured 1st lien revolver due Dec. 1, 2014, at Ba2 (LGD 1, 9%) -- $186 million guaranteed senior secured 1st lien term loan due Dec. 1, 2014, at Ba2 (LGD 1, 9%) -- $75 million senior secured 2nd lien notes, due Dec. 1, 2015 at B3 (LGD 4, 62%) Rating affirmed; -- SGL-3 Speculative Grade Liquidity rating Factors that could result in a downgrade include a deterioration in operating performance, debt protection metrics, or liquidity. Specifically, a downgrade could occur if debt to EBITDA exceeded 5.5 times or EBITDA less capital expenditures to interest fell below 1.2 times on a sustained basis. Given the current negative outlook, an upgrade is unlikely over the near term. Over the longer term, ratings could be upgraded should the company achieve and sustain debt to EBITDA below 4.5 times and EBITDA less capital expenditures to interest above 1.5 times. The last rating action for Landry's occurred on November 17, 2009, when Moody's assigned a B3 rating to its senior secured notes. Landry's Restaurants, Inc. owns and operates mostly casual dining restaurants under the trade names Landry's Seafood House, Chart House, The Crab House, Saltgrass Steak House, and Rainforest Cafe. Landry's Holdings, Inc. is a holding company which owns the Fertitta Group -- the legal entity which owns Landry's Restaurants, Inc. Landry's Restaurants, Inc., also owns and operates the Golden Nugget hotel and casino in Las Vegas, Nevada. Annual revenue is approximately $1.1 billion. LEADOFF, LLC: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Leadoff, LLC 20401 98th Avenue Court E Graham, WA 98338 Bankruptcy Case No.: 10-49981 Chapter 11 Petition Date: December 3, 2010 Court: U.S. Bankruptcy Court Western District of Washington (Tacoma) Judge: Paul B. Snyder Debtor's Counsel: Peter J. Kesling, Esq. THE KESLING LAW FIRM PLLC 2603 Bridgeport Way W, Suite D University Place, WA 98466 Tel: (253) 564-4987 E-mail: peter@keslinglaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. LIONS GATE: Renews Charges Double-Crossing Charges vs. Icahn ------------------------------------------------------------ Bankruptcy Law360 reports that Lions Gate Entertainment Corp. has renewed its charge against billionaire investor Carl Icahn, Brett Icahn and other members of the Icahn group, accusing them of double-crossing Lionsgate and Metro-Goldwyn-Mayer Inc. in a secret plot to profit handsomely from a merger between the two. As reported in the November 26, 2010 edition of the Troubled Company Reporter, Carl Icahn asked the U.S. District Court in Manhattan to dismiss a lawsuit by Lions Gate alleging the financier was "secretly plotting" to merge the company with MGM. Mr. Icahn said that Lions Gate's claims that Icahn failed to disclose his plans should be dismissed because "there was no duty to disclose, and in any case, the required disclosures were made." The case is Lions Gate Entertainment Corp., v. Icahn, 10-CV-8169, filed in the Southern District of New York (Manhattan). About Metro-Goldwyn-Mayer MGM on November 3, 2010, filed a Chapter 11 petition and a prepackaged plan of reorganization, which is based on a contribution of assets by Spyglass Entertainment. MGM rejected a competing bid by Lions Gate, which offered about $1.7 billion in stock and debt to MGM creditors, representing a 55% stake in the combined company. Mr. Icahn, who is Lions Gate's largest shareholder and owns about 10% of MGM's debt, in October, asked MGM creditors to reject approval Spyglass Prepackaged Plan when votes were solicited before the bankruptcy filing. However, on November 3, Icahn announced that he is supporting the Prepackaged Plan after reaching a deal with MGM. The settlement with Icahn required amendments to the Plan to provide that MGM will not acquire the Cypress film library and, according to Mr. Icahn, "will have a strong corporate governance structure, including the ability of stockholders to call special meetings, and there will be restrictions on poison pills and staggered boards." Mr. Icahn will also have the right to designate a member on the MGM Board following its emergence from bankruptcy. About Lions Gate British Columbia-domiciled and Santa Monica, California- headquartered Lions Gate is an independent producer and distributor of motion pictures, home entertainment, television programming and animation worldwide and holds a majority interest in the pioneering CinemaNow VOD business. Lions Gate Entertainment Corp. reported total assets of $1,592,874,000 against total liabilities of $1,594,454,000, resulting in total deficiency of $1,580,000 as of June 30, 2010. Lions Gate carries 'B-' issuer credit ratings from Standard & Poor's. LIONS GATE: Needs "Clean Up" Before MGM Merger, Icahn Says ---------------------------------------------------------- Bloomberg News' Ronald Grover and Michael White report that Billionaire Carl Icahn said Tuesday Lions Gate Entertainment Corp. must be "cleaned up" before any merger with bankrupt Metro- Goldwyn-Mayer Inc. According to Bloomberg, Mr. Icahn said in an interview MGM creditors "don't want to do a deal with Lions Gate management," citing steps the executives have taken "to entrench themselves." Mr. Icahn, who owns Lions Gate stock and MGM debt, is making a hostile $7.50-a-share takeover bid for Lions Gate. Mr. Icahn and Lions Gate management have said they favor a merger of the two studios. They differ over who should run the combined company. About Lions Gate British Columbia-domiciled and Santa Monica, California- headquartered Lions Gate is an independent producer and distributor of motion pictures, home entertainment, television programming and animation worldwide and holds a majority interest in the pioneering CinemaNow VOD business. Lions Gate Entertainment Corp. reported total assets of $1,592,874,000 against total liabilities of $1,594,454,000, resulting in total deficiency of $1,580,000 as of June 30, 2010. Lions Gate carries 'B-' issuer credit ratings from Standard & Poor's. 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. As reported by the Troubled Company Reporter on December 7, 2010, the Bankruptcy Court has approved MGM's prepackaged plan. MGM expects the Plan to become effective by mid-December. LOEHMANN'S HOLDINGS: Seeks Permission to Launch $25MM Offering -------------------------------------------------------------- Loehmann's Holdings Inc. is seeking court permission to launch a $25 million rights offering, a crucial peg in its plan to exit bankruptcy protection, Dow Jones' Small Cap reports. According to the report, the company officially introduced the rights offering request on the heels of its Chapter 11 proposal, filed last week with the U.S. Bankruptcy Court in Manhattan. Under the proposed rights offering, current owner Istithmar World and senior-secured noteholder Whippoorwill Associates Inc. would buy up any unsold shares of new preferred stock in the restructured company, the report relates. The report notes that the shares are convertible to 47.2% of Loehmann's new common stock, subject to dilution by a management- incentive plan. Istithmar, the report says, has also struck its own deal to purchase at least half of the principal amount of the notes Whippoorwill holds, since the bankruptcy plan proposes to wipe out all of Loehmann's current equity holders. The Istithmar agreement ensures the company's ability to participate in the rights offering, the report adds. s. About Loehmann's Holdings Bronx, New York-based Loehmann's Holdings, Inc., is a discount retailer with more than 60 stores. The Bronx, New York-based company is owned indirectly by Istithmar PJSC, an investment firm owned by the government of Dubai. Loehmann's filed for Chapter 11 bankruptcy protection on November 15, 2010 (Bankr. S.D.N.Y. Case No. 10-16077). It estimated its assets and debts at $100 million to $500 million. Affiliates Loehmann's Inc. (Bankr. S.D.N.Y. Case No. 10-16078), Loehmann's Operating Co. (Bankr. S.D.N.Y. Case No. 10-16079), Loehmann's Real Estate Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-16080), and Loehmann's Capital Corp. (Bankr. S.D.N.Y. Case No. 10-16081) filed separate Chapter 11 petitions. Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, assist the Debtors in their restructuring efforts. Perella Weinberg Partners LP is the Debtors' investment banker and financial advisor. Clear Thinking Group LLC is the Debtors' restructuring adviser. Troutman Sanders LLP is the Debtor's special corporate counsel. Kurtzman Carson Consultants LLC is the Debtors' claims and notice agent. LOUISVILLE ORCHESTRA: Seeks to Shed Union Contract for 4 Months --------------------------------------------------------------- The Louisville Orchestra has filed with the bankruptcy court in Louisville, Kentucky, a motion seeking interim relief from its collective bargaining agreement with its musicians represented by the Louisville Federation of Musicians Local 11-637. The Louisville Orchestra has requested permission to stop making payments for 120 days under the CBA with musicians. It is also seeking to halt all concerts for four months. The Debtor said the period -- which will give it breathing room to identify additional sources of funding for its operations -- is "essential to the continuation of the debtor's business." According to Bill Rochelle, the bankruptcy columnist for Bloomberg News, the CBA calls for employing 71 musicians for 37 weeks a year at a total cost of $2.84 million, including wages, pension costs and health benefits. The orchestra said it won't have enough cash to cover payroll due Dec. 15. The last payroll in November was paid as the result of the "extraordinary generosity of an anonymous donor," the orchestra said, according to the Bloomberg News report. The Debtor said that the ensemble won't perform again in the current season, although it hopes to mount concerts in April and May for the last two months of the season if it has obtained "sufficient commitments from donors." According to kentucky.com, the Debtor said it wants to reduce its number of full-time musicians from 71 to 55 and supplement that with 16 part-time professional musicians. It is seeking to reduce costs by about $1 million. Dow Jones' Small Cap reports that two musicians' groups -- Louisville Orchestra Musicians' Association and the Louisville Orchestra Musicians' Committee -- are looking to block Louisville Orchestra's bid to temporarily shed its union contract and halt its concerts. The groups, which represent the 65 musicians that lend their skills to the orchestra's concerts, insist that the move is unnecessary and unfair. The Louisville Orchestra, Inc., a non-profit orchestra founded in 1937, filed for Chapter 11 protection (Bankr. W.D. Ky. Case No. 10-36321) on December 3, 2010. The Debtor estimated assets and debts of $1 million to $10 million in its Chapter 11 petition. Daniel T. Albers, Jr., Esq., Mark A. Robinson, Esq., and Robert Wagner, Esq., at Valenti, Hanley & Robinson, in Louisville, Kentucky, serve as counsel to the Debtor. LOUISVILLE ORCHESTRA: Case Summary & Creditors List --------------------------------------------------- Debtor: The Louisville Orchestra, Inc. 323 West Broadway, Suite 700 Louisville, KY 40202 Bankruptcy Case No.: 10-36321 Chapter 11 Petition Date: December 3, 2010 Court: U.S. Bankruptcy Court Western District of Kentucky (Louisville) Judge: David T. Stosberg Debtor's Counsel: Daniel T. Albers, Jr., Esq. Mark A. Robinson, Esq. Robert Wagner, Esq. VALENTI HANLEY & ROBINSON, PLLC 1950 One Riverfront Plaza 401 West Main Street, Suite 1950 Louisville, KY 40202 Tel: (502) 568-2100 Fax: (502) 568-2101 E-mail: dalbers@vhrlaw.com mrobinson@vhrlaw.com rwagner@vhrlaw.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/kywb10-36321.pdf The petition was signed by Charles D. Maisch, president of the board of directors. MARK GINSBURG: Court Expands Overseer's Role in Nationwide Suit --------------------------------------------------------------- Judge Raymond B. Ray expands the responsibilities of Kenneth A. Welt, presently the court-appointed Financial Overseer of Nationwide Laboratory Services, Inc., to manage Nationwide's role in the case Mark Ginsburg, and Nationwide Laboratory Services, Inc., v. Jay L. Enis, Jack D. Burstein, Strategica Capital Associates, Inc., SWP Palm Beach, LLC, Oren Lieber, Ritter Zaretsky & Lieber, Royal Title & Escrow, Inc., Joshua Glikman, Shiboleth, LLP, Steven Cook, Scott Kranz, Susan Enis and Gilda Burstein, v. Ricki Robinson, and Lenka Ginsburg, Adv. Pro. No. 10-02627 (Bankr. S.D. Fla.). A copy of the Court's Memorandum Opinion and Order, dated November 30, 2010, is available at http://is.gd/ikEUBfrom Leagle.com. Lighthouse Point, Florida-based Mark J. Ginsburg, aka Mark Ginsburg and Dr. Mark Ginsburg, filed for Chapter 11 bankruptcy protection on February 9, 2010 (Bankr. S.D. Fla. Case No. 10-13056). The Debtor disclosed assets of $16,675,693 and debts of $47,823,735. MARY PRESTON: Case Summary & 8 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Mary Lou Preston 411 Woodbluff Terrace Saint Augustine, FL 32086 Bankruptcy Case No.: 10-10489 Chapter 11 Petition Date: December 3, 2010 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Brett A. Mearkle, Esq. PARKER & DUFRESNE, P.A. 8777 San Jose Blvd Suite 301 Jacksonville, FL 32217 Tel: (904) 733-7766 Fax: (904) 733-2919 E-mail: bmearkle@jaxlawcenter.com Scheduled Assets: $1,843,721 Scheduled Debts: $1,929,438 A list of the Debtor's eight largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-10489.pdf MAYAGUEZ ADVANCED: Court Won't Reconsider Suit Dismissal -------------------------------------------------------- Judge Brian K. Tester declined Mayaguez Advanced Radiotherapy Center, Inc.'s request to reconsider its dismissal of the case, Mayaguez Advanced Radiotherapy Center, Inc., v. Mayaguez Medical Center-Dr. Ramon Emeterio Betances, Inc.; et als. (Bankr. D. P.R. Adv. Pro. No. 10-0159). The Defendant objected to the Motion to Reconsider. According to Judge Tester, absent a manifest error of law or newly found evidence, the Court is not in a position to reconsider its previous order. A copy of the Court's Opinion and Order, dated December 3, 2010, is available at http://is.gd/ik56Lfrom Leagle.com. Based in Mayaguez, Puerto Rico, Mayaguez Advanced Radiotherapy Center filed for Chapter 11 bankruptcy (Bankr. D. P.R. Case No. 09-04540) on June 2, 2009. Fausto D. Godreau Zayas, Esq. -- dgodreau@LBRGlaw.com -- at Latimer, Biaggi, Rachid & Godreau, LLP, serves as Debtor's counsel. The Debtor disclosed $3,810,510 in total assets and $1,357,473 in total debts in its schedules attached to the petition. METISCAN INC: Posts $93,700 Net Loss in September 30 Quarter ------------------------------------------------------------ Metiscan, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $93,702 on $462,799 of revenues for the three months ended September 30, 2010, compared with a net loss of $1.32 million on $566,498 of revenues for the same period of 2009. The Company's balance sheet as of September 30, 2010, showed $12.03 million in total assets, $4.48 million in total liabilities, all current, and stockholders' equity of $7.55 million. The Company has a working capital deficit of $3.74 million as of September 30, 2010. Eugene M. Egeberg, CPA, 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 restricted a significant portion of its cash and cash equivalents and also has a large accumulated deficit through December 31, 2009. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?7092 About Metiscan Inc. Dallas, Tex.-based Metiscan, Inc. (OTC PK: MTIZ) -- http://www.metiscan.com/-- is the parent company of a portfolio of enterprises with operations in healthcare, healthcare IT, mobile technology and employment services. METRO-GOLDWYN-MAYER: Lions Gate Needs "Clean Up" Before Merger -------------------------------------------------------------- Bloomberg News' Ronald Grover and Michael White report that Billionaire Carl Icahn said Tuesday Lions Gate Entertainment Corp. must be "cleaned up" before any merger with bankrupt Metro- Goldwyn-Mayer Inc. According to Bloomberg, Mr. Icahn said in an interview MGM creditors "don't want to do a deal with Lions Gate management," citing steps the executives have taken "to entrench themselves." Mr. Icahn, who owns Lions Gate stock and MGM debt, is making a hostile $7.50-a-share takeover bid for Lions Gate. Mr. Icahn and Lions Gate management have said they favor a merger of the two studios. They differ over who should run the combined company. About Lions Gate British Columbia-domiciled and Santa Monica, California- headquartered Lions Gate is an independent producer and distributor of motion pictures, home entertainment, television programming and animation worldwide and holds a majority interest in the pioneering CinemaNow VOD business. Lions Gate Entertainment Corp. reported total assets of $1,592,874,000 against total liabilities of $1,594,454,000, resulting in total deficiency of $1,580,000 as of June 30, 2010. Lions Gate carries 'B-' issuer credit ratings from Standard & Poor's. 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. As reported by the Troubled Company Reporter on December 7, 2010, the Bankruptcy Court has approved MGM's prepackaged plan. MGM expects the Plan to become effective by mid-December. METROPOLITAN 885: SL Green Deal Won't Impact Ch. 11 Case -------------------------------------------------------- Real-estate investment trust SL Green Realty Corp. will buy Gramercy Capital Corp.'s indirect stake in Manhattan's iconic Lipstick Building and other properties for $390.8 million, Dow Jones' Small Cap reports. According to Dow Jones', SL Green will pay $39.3 million and assume mortgage debt of $120.4 million to buy out Gramercy's stake in a joint venture between the two companies in which they held 79% of the leasehold interest in the Lipstick Building. The report relates that SL Green is now the sole owner of that joint venture, entitling it to fees from the building's owner. Marc E. Richards, the attorney representing Lipstick Building owner Metropolitan 885 Third Avenue Leasehold LLC, said the deal won't impact the Chapter 11 restructuring the company launched Nov. 16, Dow Jones' says. Dow Jones' notes that under Metropolitan's restructuring plan, which is awaiting bankruptcy-court approval, it would hand ownership of the property to lender Royal Bank of Canada. In exchange, RBC would slash its $210 million secured claim to $130 million, the report adds. New York-based Metropolitan 885 Third Avenue Leasehold, LLC, was organized in 2007 as a Delaware limited liability company and is wholly owned by Metropolitan 885 Third Avenue Leasehold Sub Junior Mezz LLC, a Delaware limited liability company. Metropolitan 885 owns the leasehold interest on a 34 story Class A office building located on the eastside of Third Avenue between 53rd and 54th Streets in New York City. Metropolitan 885 filed for Chapter 11 bankruptcy protection on November 16, 2010 (Bankr. S.D.N.Y. Case No. 10-16103). In its schedules, the Debtor disclosed $139,878,012 in total assets and $210,337,682 in total debts. The Garden City Group, Inc., is the Debtor's claims agent. MICHAEL ARANDA: Jupiter Residence Exempt From Certain Claims ------------------------------------------------------------ Chief Bankruptcy Judge Paul G. Hyman ruled that a residence located in Jupiter, Florida, is owned by Michael F. Aranda and Tonya Aranda as tenant by the entireties, and is exempt from the claims of all but joint creditors. A copy of the Court's December 3, 2010 Memorandum Order is available at http://is.gd/ikeLjfrom Leagle.com. Michael F. Aranda filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 08-26059) on October 28, 2008. Paul J. Battista, Esq., at Genovese Joblove & Battista, P.A., in Miami, Florida, served as bankruptcy counsel. In his petition, the Debtor estimated $1 million to $10 million in assets, and $10 million to $50 million in debts. The case was later converted to a case under Chapter 7. MICROSEMI CORP: S&P Assigns 'BB-' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary 'BB-' corporate credit rating to Microsemi Corp. At the same time, S&P assigned a preliminary 'BB+' issue-level rating (two notches higher than the 'BB-' corporate credit rating) and preliminary 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, to the company's proposed $425 million first-lien senior secured credit facility. The facility includes a $50 million revolving credit facility and $375 million term loan. The rating outlook is stable. Standard & Poor's expects Microsemi's good niche position as a provider of defense, security, aerospace, and industrial applications-focused analog and mixed signal semiconductor components to result in continued modest revenue and profitability growth driven by sustained end-market demand and manufacturing facility closings. S&P also expects the company will work to reduce leverage through debt reduction as a buffer against industry cyclicality. Microsemi Corp. is a designer and manufacturer of high-reliability discrete semiconductor products to the security, defense, and aerospace industries and integrated circuits for a broad range of commercial, enterprise, and industrial applications. The acquisition of Actel broadens Microsemi's current product portfolio to include field?programmable gate array products targeting the defense and aerospace industries. In certain end markets, the company competes against much larger firms with greater financial resources and product breadth, such as the analog semiconductor division of Texas Instruments Inc., Analog Devices Inc., Maxim Integrated Products Inc., and National Semiconductor Corp. Though S&P views the company's recent operating trends and the acquisition of Actel as positive developments, Standard and Poor's views Microsemi's business risk profile as weak. S&P's assessment primarily reflects its short track record at current revenue and profitability levels, execution risk associated with the Actel acquisition, and its midtier competitive position in a highly cyclical industry. These factors are only partly offset by the company's presence in the more stable aerospace, defense, and security market (over 60% of June 2010 LTM revenues), which has provided some offset to the generally volatile semiconductor industry. S&P views Microsemi's financial risk profile as aggressive, reflecting pro forma adjusted leverage in the low-3x area, the modest scale of Microsemi's free operating cash flow relative to larger competitors on an absolute basis, and its reduced pro forma cash balances after the Actel acquisition. Although S&P believes adjusted leverage could reduce to the low-2x area over the next five quarters, the rating incorporates room for cash flow volatility given the cyclicality of the industry and uncertainties around the full costs of integrating Actel. MOMENTIVE SPECIALTY: To Sell Resins Biz. to Harima for $120MM ------------------------------------------------------------- Momentive Specialty Chemicals Inc. has signed a definitive agreement to sell its global Ink & adhesive resins business to Harima Chemicals, Inc. Pursuant to the terms of the Purchase Agreement, Buyer agreed to purchase our IAR business for a net purchase price of approximately $120 million, subject to certain adjustments. The transaction is subject to customary conditions including governmental reviews. Closing is anticipated to occur in the first quarter of 2011. With 2009 annual revenues of $278 million, IAR is one of the world's leading suppliers of resins and additives to the graphics arts, adhesives, aroma chemical, synthetic rubber and specialty coating industries. Harima will purchase the complete business including 11 manufacturing facilities on five continents and the IAR global product portfolio. It is anticipated that the IAR management team and approximately 650 global associates will join Harima at closing. "This business, much of which is based on pine chemicals technology, is a great fit with our existing company and will further extend our global presence in this sector," said Yoshihiro Hasegawa, President of Harima. "This investment highlights our continuing focus on environmentally suitable technologies and products." "Strategically, this is a great fit," said Brad Crocker, Vice President and General Manager of IAR. "This combination will create one of the world's largest pine chemical companies, giving improved access to key raw materials, an enhanced operational footprint, and a broader technology base to maximize customer value." The PrinceRidge Group LLC served as transaction advisor and O'Melveny & Myers LLP served as legal advisor to Momentive. About Momentive Specialty Momentive Specialty Chemicals, Inc., headquartered in Columbus, Ohio, is a leading producer of thermoset resins (epoxy, formaldehyde and acrylic). The company is also a supplier of specialty resins for inks and specialty coatings sold to a diverse customer base as well as a producer of commodities such as formaldehyde, bisphenol A, epichlorohydrin, versatic acid and related derivatives. The Company's balance sheet at Sept. 30, 2010, showed $3.22 billion in total assets, $5.20 billion in total liabilities, and a stockholders' deficit of $1.99 billion. Momentive Specialty carries a 'B-' issuer credit rating from Standard & Poor's Ratings Services. It has 'B3' corporate family and probability of default ratings from Moody's Investors Service. corporate credit rating from Standard & Poor's. MORGANS HOTEL: Committee Begins Search for New CEO -------------------------------------------------- Morgans Hotel Group Co. confirmed that its Search Committee, overseen by the company's Board of Directors, is engaged in a search for a new Chief Executive Officer and has retained the executive search firm of Spencer Stuart to assist in this process. The contract of Fred Kleisner, the Company's current CEO, concludes on December 31, 2010. Mr. Kleisner has indicated his willingness, if necessary, to serve as CEO beyond the expiration of his contract in order to ensure a smooth transition. David Hamamoto, Chairman of the Board of Directors stated, "We are conducting a thorough search and are considering a number of highly qualified candidates. We appreciate Fred's willingness to maintain his position with the company until we identify the right person to lead Morgans Hotel Group into the future." About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. The Company's balance sheet at Sept. 30, 2010, showed $759.10 million in total assets, $801.22 million in total liabilities, and a stockholders' deficit of $42.12 million. Morgans Hotel's forbearance agreements with the lenders which hold the mortgage loans secured by its Hudson and Mondrian Los Angeles hotels were extended until October 12, 2010. The loans are comprised of a $217.0 million first mortgage secured by the Hudson and a $120.5 million first mortgage loan secured by the Mondrian Los Angeles. MMP 10180: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: MMP 10180, LLC dba The Loop Taste of Chicago dba Pizzaria Uno 10180 N. Oracle Rd. Tucson, AZ 85704-7646 Bankruptcy Case No.: 10-38675 Chapter 11 Petition Date: December 2, 2010 Court: United States Bankruptcy Court District of Arizona (Tucson) Judge: James M. Marlar Debtor's Counsel: Eric Ollason, Esq. THE LAW OFFICE OF ERIC OLLASON 182 N Court Ave. Tucson, AZ 85701 Tel: (520) 791-2707 Fax: (520) 792-0573 E-mail: eollason@182court.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Mark S. Rusin, member/manager. NEC HOLDINGS: Elk Grove Plant Shutdown Leaves 178 Jobless --------------------------------------------------------- Brigid Sweeney at Chicago Business, citing monthly report issued by the Illinois Department of Employment Security, reported that National Envelope Corp. is closing plant in Elk Grove Village on Dec. 30, 2010, eliminating 178 jobs. About NEC Holdings NEC Holdings Corp., together with affiliates, including National Envelope Inc., filed for Chapter 11 on June 10, 2010 (Bankr. D. Del. Lead Case No. 10-11890). Kara Hammond Coyle, Esq., at Young Conaway Stargatt & Taylor LLP, serves as bankruptcy counsel. David S. Heller, Esq., at Josef S. Athanas, Esq., and Stephen R. Tetro II, Esq., at Latham & Watkins LLP, serve as co-counsel. The Garden City Group is the claims and notice agent. NEC Holdings estimated assets and debts of $100 million to $500 million in its Chapter 11 petition. In September 2010, National Envelope's key assets were bought in a roughly $208 million deal by The Gores Group LLC, a West Coast private equity firm that manages about $2.9 billion of capital. * * * National Envelope Corp. received a January 6 extension of the exclusive right to propose a Chapter 11 plan. No objections were filed to the extension request. NEXTAG INC: Moody's Assigns 'B1' Corporate Family Rating -------------------------------------------------------- Moody's Investors Service assigned to Nextag, Inc., a first-time B1 Corporate Family and B2 Probability of Default Rating. The outlook is stable. Concurrently, Moody's assigned a B1 rating to Nextag's proposed $200 million senior secured term loan maturing 2017 and $50 million senior secured revolver due 2016. Net proceeds will be used to fund acquisitions to increase scale and pay a dividend to shareholders. The assigned ratings are contingent on the review of final documentation and no material change in the terms and conditions of the debt transaction as advised to Moody's. These first-time ratings/assessments were assigned: * Corporate Family Rating -- B1 * Probability of Default Rating -- B2 * $ 50 Million Senior Secured Revolver due 2016 -- B1 (LGD-3, 33%) * $200 Million Senior Secured Term Loan B due 2017 -- B1 (LGD-3, 33%) Rating Rationale Nextag's B1 CFR is supported by the company's position as a leading online retail/merchant aggregator and comparison shopping provider exhibiting strong revenue growth, good merchant diversification and high conversion of customer traffic to qualified sales leads for merchants. The CFR also reflects the company's low cost/capex business model, high EBITDA margins and moderate pro forma leverage of 2.9x adjusted total debt to LTM EBITDA. At the same time, the rating incorporates offsetting attributes which include Nextag's modest international presence, small scale and limited pricing power. Also weighing on the rating is Moody's expectation of an increasingly competitive marketplace from other e-commerce retail aggregators and qualified search providers that are larger and financially stronger as well as merchant-owned websites that could potentially impede Nextag's future growth. Additionally, the rating reflects the private equity sponsor's (i.e., Providence Equity) willingness and ability to extract large dividends relative to the company's size, resulting in historical negative free cash flow generation (defined as cash flow from operations minus dividends and capex). The B1 CFR embeds Moody's expectation that acquisition activity over the near-to-intermediate term could increase as Nextag pursues growth and scale enhancing opportunities in overseas markets. Nextag maintains good liquidity. Though the business model is highly profitable and requires minimal working capital and capex, which generally supports positive FCF generation, the company historically produced negative FCF due to outsized dividend payments. Going forward, owing to the new credit agreement which will impose some restrictions on dividend distributions and the private equity sponsor's intention to limit future dividends, Moody's expect Nextag to generate moderate levels of positive FCF. Liquidity is also supported by pro forma cash balances of at least $140 million resulting from the new senior secured credit facilities issuance proceeds. External liquidity is supported by full access to an undrawn $50 million revolver maturing 2016. The stable outlook reflects Moody's expectation that over the next 12--18 months Nextag will maintain its position as a leading online comparison shopping provider with stable merchant relationships and steady growth in customer website visits. It also anticipates that Nextag will maintain a low-cost traffic acquisition model and continue to convert a high percentage of customer traffic to qualified sales leads. In view of Nextag's small scale, single product focus, limited overseas exposure and potential for future shareholder distributions, a ratings upgrade is unlikely over the near-term. However, over the long-term, upward ratings pressure could occur if the company were to increase scale, maintain its leading market position, enhance international diversification, demonstrate improved organic revenue/earnings growth and reduce financial leverage to under 2.0x adjusted total debt to EBITDA on a sustained basis. Demonstration of conservative financial policies towards dividend distributions could also result in an upgrade longer-term. Ratings may be downgraded if Nextag's competitive position were to weaken (as measured by revenue and operating margin performance) or the company's revenue per qualified lead declined and/or traffic acquisition costs increased resulting in margin compression. Additionally, to the extent Nextag engaged in debt- funded acquisitions or dividend distributions such that adjusted total debt to EBITDA rose above 4.5x, ratings could experience downward pressure. Headquartered in San Mateo, California, Nextag, Inc., is a leading e-commerce retail/merchant aggregator and comparison shopping provider. Revenues and EBITDA (Moody's adjusted) for the twelve months ended September 30, 2010, were approximately $182 million and $71 million, respectively. NIELSEN COMPANY: Fitch Affirms 'B' Issuer Default Ratings --------------------------------------------------------- Fitch Ratings has affirmed and removed from Rating Watch Positive the 'B' long- and short-term Issuer Default Ratings of Nielsen Company, B.V., Nielsen Finance LLC and Nielsen Finance Co.'s ratings. The Rating Outlook for Nielsen is Positive. Rating and Outlook Rationale: -- Since Nielsen was acquired in 2006, new ownership has meaningfully restructured the organization around key business lines and aggressively streamlined costs. Given the contractual and diversified nature of its revenue stream and the benign competitive environment for key businesses, Nielsen was much more resilient during the downturn than other media companies. Nielsen exhibited revenue and EBITDA growth, as well as positive free cash flow through the trough of the downturn. Going forward, Fitch expects Nielsen will continue to generate meaningful organic revenue growth and that growth should be able to outpace the U.S. economy under most economic conditions/scenarios; -- Operating performance and credit metrics have meaningfully improved since the IPO. Fitch calculated gross leverage (debt at full face value) has improved from 11.3 times in 2006 to 6.5x as of the last twelve months ended 2010. Also, the ratings and Positive Outlook reflects Nielsen's intention to dedicate $1.7 billion of the proceeds of its proposed $2 billion IPO toward debt reduction. Fitch believes the IPO will result in gross unadjusted leverage in the mid-5 times range; -- Nielsen enjoys limited competition in its core audience measurement business, and over time competitive threats could emerge. There are meaningful barriers to entry. Fitch believes there are significant investments that would be required by any potential competitors and meaningful complexity associated with attempting to replicate Nielsen's offerings. While increased competition may result in revenue pressure (lost share), incremental costs (talent/sales/services), and some free cash flow pressure(investments in offerings), Fitch accounts for this risk in the rating. Key Rating Drivers: -- Fitch may upgrade Nielsen's IDR if the IPO goes through as proposed; -- Absent a successful near-term IPO, Fitch expects that continued improvement in operating trends over the next 12?24 months could result in positive ratings momentum; -- Near term, the most likely drivers of rating pressure include a material debt-funded acquisition, or if credit market conditions permitted an attempt by private equity sponsors to extract capital through a leveraged dividend. Fitch believes Nielsen's liquidity is sufficient. At Sept. 30, 2010, liquidity was comprised of $420 million of cash on hand and $668 million available under the senior secured revolver due in 2012. In the 12 months ended Sept. 30, 2010, Fitch calculates Nielsen generated $170 million of FCF. Going forward, Fitch anticipates capex to remain below $300 million annually. As a result, Fitch expects Nielsen to continue to generate material positive FCF and anticipates that it will be dedicated toward debt repayment, smaller acquisitions, and eventually shareholder returns. Pro forma for the recent Nielsen Finance unsecured note issues (which proceeds were used to fund redemption of Nielsen Finance unsecured notes), book value of total debt at Sept. 30, 2010 was $8.5 billion, consisting primarily of: -- $4.5 billion in secured term loan ($1.8 billion due 2013 and $2.7 billion due 2016); -- $500 million secured term loan due 2017; -- Approximately $300 million of senior notes due 2014; -- $1.1 billion of new senior notes due 2018; and -- Approximately $1.9 billion of senior subordinates notes and senior notes due 2016. Nielsen has been active in managing its near-term maturities, and they are manageable over the next several years. Nielsen's recovery ratings reflect Fitch's expectation that the enterprise value of the company, and hence, recovery rates for its creditors, will be maximized in a restructuring scenario (going- concern), rather than liquidation. Fitch's recovery analysis assumes that Nielsen is restructured at the point at which its EBITDA breaches its covenants (approximately a 35% decline from LTM levels). In this distressed scenario, Fitch estimates the group could be sold for a 6x multiple of LTM EBITDA. While Fitch recognizes that multiples have compressed across the corporate landscape, Fitch still view the 6x multiple as appropriately conservative relative to other mediums and subsectors that do not operate in markets with similarly healthy industry structures and that do not exhibit the same level of resiliency to economic fluctuations. Fitch notes the company was acquired at slightly less than 12x in the LBO. On this basis, Fitch estimates Nielsen Finance's senior secured creditors could recover in the 71%-90% range represented by its 'RR2' recovery rating. Given that the senior secured is not fully recovered, Fitch estimates no recovery ('RR6') for other classes of debt. Fitch notches the Nielsen Finance senior unsecured notes down two notches to 'CCC' to reflect its priority position relative to other debt in the capital structure. Fitch notches the subordinated debt issued by Nielsen Finance and the debt issued by Nielsen by three notches to 'CC'. While Fitch recognizes the subordinated debt at Nielsen Finance has priority over Nielsen's debt, ratings are compressed at this level, given the low likelihood of any recovery. Fitch has affirmed these ratings with a Positive Outlook: Nielsen -- IDR at 'B'; -- Short-term IDR at 'B'; -- Senior Unsecured Notes at 'CC'/RR6. Nielsen Finance -- IDR at 'B'; -- Short-term IDR at 'B'; -- Senior Secured Bank Facility at 'BB-'/RR2; -- Senior Unsecured Notes at 'CCC'/RR6; -- Senior Subordinated Notes at 'CC'/RR6. NORTEL NETWORKS: Bill for Disabled-Workers Pending in Canada ------------------------------------------------------------ Dow Jones' Daily Bankruptcy Review reports that the Nortel Disabled-Workers Bill has been stalled in Canadian Senate. According to DBR, the Senate, the upper chamber of parliament, continues to postpone a vote on a proposed law that is intended to prevent long-term disabled workers from being treated as unsecured creditors in corporate liquidations. Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- delivers communications capabilities that make the promise of Business Made Simple a reality for the Company's customers. The Company's next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate the barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor sought recognition of the CCAA Proceedings in the U.S. by filing a bankruptcy petition under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10164). Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's counsel. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. Certain of Nortel's European subsidiaries also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of US$11.6 billion and consolidated liabilities of US$11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about US$9 billion and liabilities of US$3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about US$4.2 billion of unsecured public debt. NORTH SILVER LAKE: Dist. Ct. Allows VesCor Receiver Suit -------------------------------------------------------- In Robert G. Wing, as Receiver for VesCor Capital Corp., et al., v. Kaye Scholer, LLP (D. Utah Case No. 09-CV-371), Kaye Scholer seeks partial summary judgment on whether there is a genuine issue of fact over whether the Receiver may recover as a fraudulent transfer the payments North Silver Lake Lodge, LLC, made to Kaye Scholer. The Receiver opposed and filed with the court a declaration by John Curtis. Kaye Scholer moves to strike the declaration, arguing that it is essentially an expert report that is untimely and insufficient. District Judge Dee Benson granted Kaye Scholer's motion to strike the Curtis declaration as an untimely filed expert opinion. The Court determined that the late disclosure of Mr. Curtis as an expert witness violated F.R.B.P. 26(a) and that this violation was not harmless; therefore, the Court concluded the declaration should be prohibited under Rule 37(c). Despite the loss of this evidentiary support, the Court held that the Receiver has established a genuine issue of material fact. Accordingly, the Court denied Kaye Scholer's motion for summary judgment. A copy of Judge Benson's December 3, 2010 order is available at http://is.gd/ikcmFfrom Leagle.com. In 2001, NSLL acquired a sizeable parcel of undeveloped land in the Deer Valley Resort area of Park City, Utah. In June 2002, a Vescor entity, Trillium Assets, LLC, purchased all of NSLL's membership interest. Kaye Scholer provided substantial legal and real estate services to NSLL between July 2002 and April 2007 in connection with a plan to develop the Deer Valley property into a five-star ski resort. Several Kaye Scholer employees worked with the NSLL development team to negotiate a contract with the Ritz Carlton Hotel. However, the agreement was never realized because NSLL was unable to get the entitlements required for Ritz Carlton to develop the property. In April 2007, after an earlier deal to sell NSLL failed to close, Regent Properties, Inc. purchased NSLL. Regent Properties is not affiliated or connected to VesCor. During its representation of NSLL, Kaye Scholer received more than $3 million dollars in legal fees from NSLL. Shortly after its sale to Regent Properties, NSLL filed a voluntary petition for relief under Chapter 11 of the bankruptcy code. The United States Bankruptcy Court for the District of Utah confirmed NSLL's plan of reorganization on April 9, 2008 and ordered NSLL's debts discharged. The United States Securities and Exchange Commission brought suit against VesCor Capital Corp. in February 2008. The District Court appointed Robert G. Wing as Receiver in the SEC action on May 5, 2008. NSLL is not part of the receivership. The Receiver brought the ancillary action against Kaye Scholer on April 28, 2009. Based in Los Angeles, California, North Silver Lake Lodge, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Utah Case No. 07-21859) on April 26, 2007. Judge William T. Thurman oversaw the case. Penrod W. Keith, Esq., at Durham Jones & Pinegar in Salt Lake City, Utah, served as bankruptcy counsel. The Debtor estimated $1 million to $100 million in both assets and debts. NORTHWEST SUBURBAN: Cutler Malpractice Suit Goes Back to Trial Ct. ------------------------------------------------------------------ Justice Mary S. Schostok reversed a judgment of the circuit court of Boone County and remanded a malpractice complaint by Gary Cutler against Northwest Suburban Community Hospital, Inc., for additional proceedings. The case is Gary Cutler, Independent Administrator of the Estate of Mary Beth Cutler, Deceased, v. Northwest Suburban Community Hospital, Inc., Indiv. and d/b/a Barix Clinics and Barix Clinics of Illinois; Forest Health Services Corporation, Indiv. and d/b/a Bariatric Treatment Centers of Illinois; Bariatric Treatment Centers of Illinois, Inc., d/b/a Bariatric Treatment Center; Eric Vaughn; Roy E. Berkowitz; Proctor Hospital; and James R. Debord. (Bariatric Specialists of Illinois, S.C., and Kent Hess, Defendants), No. 2-09-1074 (Ill. App. Ct.). Mr. Cutler filed the suit on July 6, 2007, seeking damages based on the Wrongful Death Act (740 ILCS 180/1 et seq. (West 2004)), the Survival Act (755 ILCS 5/27-6 (West 2004)), and the Rights of Married Persons Act (750 ILCS 65/15 (West 2004)), commonly called the "family expense statute." On September 21, 2009, the trial court dismissed the plaintiff's third amended complaint with prejudice. A copy of the Court's opinion, dated November 29, 2010, is available http://is.gd/ijZktfrom Leagle.com. Based in Ypsilanti, Michigan, Northwest Suburban Community Hospital, Inc., owns and operates of a 55-bed hospital. The company filed for chapter 11 protection on July 31, 2007 (Bankr. D. Del. Case No. 07-11018). Derek C. Abbott, Esq., and Thomas F. Driscoll, Esq., at Morris, Nichols, Arsht & Tunnell, L.L.P., represent the Debtor. The Company disclosed assets and debts between $1 million and $100 million in its Chapter 11 petition. NOVELIS INC: Moody's Downgrades Corporate Family Rating to 'B1' --------------------------------------------------------------- Moody's Investors Service downgraded the corporate family and probability of default ratings of Novelis Inc. to B1 from Ba3. At the same time, Moody's assigned a Ba2 rating to the new $1.5 billion secured term loan and a B2 rating to the new up to $2.5 billion senior notes being issued. Moody's also downgraded the rating on the currently outstanding senior notes due 2015 to B2 from B1. Should these notes be tendered in full, Moody's will withdraw this rating. Moody's understands that the amount of funds being raised in total will not exceed $4 billion. Moody's intends to withdraw the ratings on Novelis' and Novelis Corporation's existing term loans as they will be repaid with proceeds of the new term loan and note issue. The rating outlook is stable. This rating action concludes the review that was initiated on November 30, 2010. Ratings Rationale The downgrade results from the company's restructuring of its balance sheet, which includes raising $4 billion in new debt, the proceeds of which will be used to refinance approximately $2.5 billion of existing debt and to fund a distribution of $1.7 billion to its ultimate parent company, Hindalco Industries Limited. The B1 corporate family rating incorporates the more highly leveraged profile following this recapitalization as measured by both the debt to EBITDA and debt to capitalization ratios. Pro-forma for the transaction, Moody's expect these ratios to increase to greater than 4x and 80% respectively, as compared with the September 30, 2010, position of 2.9x and 50.1%, respectively. In addition, the $1.7 billion distribution to Hindalco significantly reduces the company's book equity base and eliminates its tangible equity cushion given the high level of intangibles and goodwill. The rating also considers Novelis' continued sensitivity to sustainable recovery in the segments of its business that are not related to the can sheet market. Novelis' B1 corporate family rating acknowledges the company's large scale, significant market position, and global footprint in the aluminum rolled products market, including its dominant market position in the relatively stable beverage and food can sheet and good positions in industrial, transportation, and foil and packaging. As of January 1, 2010, the company no longer had contracts with price ceilings, which had led to losses over prior years as market-based aluminum prices exceeded certain levels. Moody's believe that this fundamental change will result in greater stability and enhanced margins going forward. At the same time, the B1 rating reflects the variability of Novelis' sales to the construction and automotive end markets, the sensitivity of its earnings to volume levels given the level of fixed costs, and its low return on assets. In addition, the company's balance sheet recapitalization will result in the company running with higher levels of leverage (as measured by debt to EBITDA and debt to capitalization) in the medium term. The stable outlook reflects Moody's belief that Novelis has raised its base level of earnings and cash flow to a higher level, from which it will be able to consistently record metrics appropriate for B1 rating. The company's liquidity is very good and it should be able to build up cash even with increased working capital needs and capital expenditures. The rating and/or outlook could be pressured should the company experience sustained volume and margin declines, debt/EBITDA of greater than 5x, EBIT/interest of less than 2x, or persistently negative free cash flow. A significant contraction in liquidity or availability under the ABL could also negatively affect the rating or outlook. An upgrade is unlikely at this time due to the company's more leveraged profile following the balance sheet recapitalization. However, a future upgrade would require either a permanent improvement in conversion margins and operating profits or a reduction in Novelis' absolute levels of debt such that debt/EBITDA would drop below 3.5x on a sustainable basis. Other indicators of an upgrade would be an EBIT margin at or above 5% and free cash flow to debt of at least 4% over the cycle. Headquartered in Atlanta, Georgia, Novelis is the world's largest producer of aluminum rolled products, with operations in North and South America, Europe and Asia. During the 12 months ended September 30, 2010, Novelis generated approximately $9.6 billion of revenues and shipped approximately 2.8 million tonnes of rolled aluminum. OMNIRELIANT HOLDINGS: Sells Local Ad Link Software to Zurvita ------------------------------------------------------------- On December 2, 2010, OmniReliant Holdings Inc. entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations whereby it sold and assigned all of its right and title in its "Local Ad Link" software to Zurvita Holdings, Inc. In consideration for the Asset Sale, Zurvita agreed to: i) assume all payments, expenses, costs and liabilities of any kind or nature, as they relate to the Assets, ii) terminate the license agreement, dated as of October 9, 2009 by and between the Company and Zurvita, and iii) cause copies of the Assets, including copies of the URL, Trademark and source codes, to be placed in an Iron Mountain Account. Additionally, in connection with the Asset Sale, the Company and Zurvita entered into a security agreement dated December 2, 2010 securing the Note with certain of Zurvita's assets, including the LocalAdLink Software and the LAL Copies placed in the Iron Mountain Account. A full-text copy of the Agreement Of Conveyance Transfer is available for free at http://ResearchArchives.com/t/s?7090 A full-text copy of the Security Agreement is available for free at http://ResearchArchives.com/t/s?7091 About OmniReliant Holdings Clearwater, Fla.-based OmniReliant Holdings, Inc. (OTC BB: ORHI) - - http://www.omnireliant.com/-- is a consumer products company which focuses its efforts on building demonstrable brands globally by deploying direct-to-consumer marketing channels internationally that include live shopping, infomercials, eCommerce and traditional "brick-and-mortar" channels of distribution. As of June 30, 2010, the Company's business segments consist of (i) Consumer Products, (ii) Fashing Goods, and (iii) eCommerce. The Consumer Products segment has historically been engaged in identifying affordable and demonstrable products to market principally to domestic customers through direct to consumer channels such as television infomercials, live shopping networks, and ecommerce channels. The newly formed Fashion Goods segment is engaged in the business of sourcing and distributing designer fashion goods and accessories on a discounted basis to both the Business-to-Business ("B2B") wholesale and Business-to-Consumer ("B2C") retail channels of distribution. The newly formed eCommerce segment is engaged in retail and wholesale distribution of specific products and types or categories of products that do not fit into the Company's Consumer Products or Fashion Goods segments. The Company's balance sheet as of September 30, 2010, showed $10.9 million in total assets, $15.0 million in total liabilities, $8.6 million in redeemable preferred stock, and a stockholders' deficit of $12.6 million. As reported in the Troubled Company Reporter on October 18, 2010, Meeks International LLC, in Tampa, Florida, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for the fiscal yer ended June 30, 2010. The independent auditors noted that the Company has incurred significant recurring losses from operations and is dependent on outside sources of financing for continuation of its operations. OSCAT ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Oscat Enterprises Inc 3090 S. Military Trail Lake Worth, FL 33463 Bankruptcy Case No.: 10-47149 Chapter 11 Petition Date: December 4, 2010 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Erik P. Kimball Debtor's Counsel: Jeffrey A. Harrington, Esq. 224 Datura St # 505 West Palm Beach, FL 33401 Tel: (561) 253-6690 Fax: (561) 584-6549 E-mail: jeff@myhlaw.com Scheduled Assets: $1,734,515 Scheduled Debts: $2,652,137 A list of the Company's four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flsb10-47149.pdf The petition was signed by Oscar Rojas, president. OTC HOLDINGS: Supplier Seeks Payment of Nativity-Scene Costumes --------------------------------------------------------------- Eric Morath, writing for Dow Jones' Daily Bankruptcy Review, reports that Formosa Star Ltd. is demanding payment from Oriental Trading Co. for thousands of living nativity-scene costumes, including 2,412 Marys, 2,424 Josephs and hundreds of "one size fits all" shepherd's robes in a variety of colors. Formosa Star is a longtime supplier to Oriental Trading. According to DBR, Formosa Star is asking for a $65,952.84 for costumes it sold in August. DBR relates Formosa Star said it shipped the goods within 20-days of catalog company's Chapter 11 filing, and therefore should be entitled to full payment. According to DBR, Formosa Star is asking for the bill to be considered an "administrative expense," meaning it would be among the first debts to be repaid under Oriental Trading's Chapter 11 plan. OTC is set to seek court approval for its bankruptcy-exit plan next week. According to Mr. Morath, unexplained in Formosa Star's request is why, in addition to nine different nativity-themed costumes, it also shipped 1,320 sumo-wrestler costumes. As reported by the Troubled Company Reporter, a Dec. 12 confirmation hearing is slated for approval of the Debtors' Chapter 11 plan. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the plan offers new stock plus cash or a new $200 million second-lien note to senior lenders owed $403 million. Second lien lenders would receive warrants for 2.5% of the stock with a strike price based on an enterprise value of $427.5 million. Unsecured creditors with $6.8 million in claims would receive $1.1 million from first-lien lenders, pursuant to a settlement with the creditors committee. The disclosure statement contains no estimate for the percentage recovery by senior or junior lenders. The unsecured creditors' committee and the first-lien lenders support the plan. 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. PATRIOT COAL: S&P Puts 'B+' Rating on CreditWatch Negative ---------------------------------------------------------- Standard & Poor's Ratings Services said it placed its ratings, including its 'B+' corporate credit rating, on St. Louis, Mo.- based Patriot Coal Corp. on CreditWatch with negative implications. "The CreditWatch listing reflects S&P's assessment that the company's 2011 EBITDA will be weaker than expected due to lower production and pricing on its thermal coal business, despite lower utility stockpiles and S&P's expectations of increasing customer demand due to its expectations of an improving economy," said Standard & Poor's credit analyst Maurice Austin. S&P had previously expected Patriot to generate more than $400 million of adjusted EBITDA during 2011. Given these assumptions, S&P expected total adjusted debt to EBITDA of about 4x, a level S&P would consider to be more consistent with the 'B+' rating. However, due to S&P's estimates of lower thermal coal pricing and production, S&P now believe that Patriot will generate less adjusted EBITDA, likely in the region of $350 million. As a result, credit measures could exceed 5x, a level S&P considers weak for a 'B+' rating. The company's exposure to thermal coal, which S&P views positively due to its strong customer relationships, and accounts for a majority of the company's production, is expected to result in more stable cash flow in the longer term, given that more than 80% of its contracts are long term in nature and virtually all of its 2010 thermal coal production is committed and priced. In addition, Patriot maintains a relatively diversified operation and reserve base in three operating regions, with 65% of 2009 production coming from Central Appalachia, 23% from the Illinois basin, and 12% from Northern Appalachia. In resolving the CreditWatch listing, S&P will meet with management to discuss its near-to-intermediate term operating and financial prospects, including end-market demand trends. PENNSYLVANIA ACADEMY: May Seek Arbitration in Regitz Suit --------------------------------------------------------- Pennsylvania Academy of Music sued William Mark Regitz, et al., in the United States Bankruptcy Court for the Eastern District of Pennsylvania, seeking to collect $150,054.32 in unpaid pledges. The Defendants asked the United States District Court for the Eastern District to withdraw the reference to the Bankruptcy Court because they do not consent to a jury trial in the Bankruptcy Court and to promote judicial economy. PAM opposed the Motion on the grounds that the dispute is a core proceeding, the Defendants' jury demand does not require withdrawal, and the Defendants have shown no cause for withdrawal. PAM subsequently reduced its claim against the Defendants to $150,000 and asked the Bankruptcy Court to compel arbitration under that court's compulsory arbitration program. Instead, the Bankruptcy Court referred PAM to the District Court. PAM also filed a Motion to Proceed with Compulsory Arbitration. District Judge Michael M. Baylson denied (i) the Defendants' Motion without prejudice and (ii) PAM's Motion as moot. PAM may seek to compel arbitration in the Bankruptcy Court. A copy of the District Court's November 30, 2010 Memorandum is available at http://is.gd/ikOIbfrom Leagle.com. Based in Lancaster, Pennsylvania, Academy of Music dba The Pennsylvania Academy of Music filed for Chapter 11 bankruptcy protection on May 27, 2010 (Bankr. E.D. Pa. Case No. 10-14377). Jacques H. Geisenberger, Jr., Esq., at Wheatland Place, represents the Debtor in its restructuring effort. The Company estimated assets between $1 million and $10 million, and debts between $100,000 and $500,000 in its Chapter 11 petition. PILGRIM'S PRIDE: Moody's Assigns 'B1' Corporate Family Rating ------------------------------------------------------------- Moody's Investor Service assigned B1 corporate family and probability of default ratings to Pilgrim's Pride Corporation and a B3 rating to the company's $350 million of senior unsecured notes due 2018. Proceeds will be used to refinance its $350 million term loan A. The company is also expected to amend its Credit Agreement ($600 million revolver and $775 million Term loan B) not rated by Moody's. The rating outlook is positive. These ratings were assigned to Pilgrim's Pride: -- Corporate Family Rating at B1; -- Probability of Default Rating at B1; -- $350 million senior unsecured notes at B3 (LGD6, 90%). Ratings Rationale Pilgrim's B1 corporate family rating reflects the company's moderate leverage and good free cash flow generation after a post- bankruptcy restructuring and investment by JBS, USA, a protein company (67% stake in Pilgrim's), owned by JBS SA, (B1 CFR, positive outlook) the largest protein company in the world with sales and operations in all three proteins across the globe. Pilgrim's benefits from its relationship with its majority shareholder as evidenced by the substantial cost savings achieved to date through its integration with JBS USA. Moreover, Moody's anticipates some revenue and earnings expansion going forward through better access to global markets as a consequence of this relationship. However, the rating also considers Pilgrim's concentration in one highly competitive, global commodity, chicken, alongside inherent cash flow volatility driven primarily by feed costs which consume about one third of the company's costs. The rating also incorporates Moody's concern that the current environment may be a high point in the poultry cycle and thus considers future pressure from increasing feed costs and expanding supply. In addition, the company is vulnerable to the longstanding risks endemic to the industry including animal disease, weather patterns, trade disputes and regulation. The positive outlook reflects Moody's view that over the next several quarters Pilgrim's is likely to de-lever and remain in a range which is more characteristic of a Ba3 corporate family rating. Leverage under 3 times debt-to-EBITDA should provide flexibility for Pilgrim's given the cyclical fluctuations in poultry prices and input costs. An upgrade is likely should the company continue to de-lever, approaching about 2 times debt-to-EBITDA (including Moody's standard adjustments). Moody's notes that an upgrade to a Ba3 CFR, would result in an upgrade of the senior unsecured bond rating to B2. The rating would likely be lowered if the dynamics of the industry reversed and leverage started to approach 4 times. PIONEER VILLAGE: Oregon Court Denies Piecemeal Sale of Assets ------------------------------------------------------------- Chief Bankruptcy Judge Frank R. Alley, III, denied Pioneer Village Investments, LLC's request for leave of the Court to sell a portion of its real property in Jackson County, Oregon, free and clear of the liens of creditors, specifically the trust deed of creditor Premier West Bank. Premier West objected on several grounds. Judge Alley held that the sale supplants the confirmation process. The Debtor and Premier West Bank have filed plans before the Court. According to Judge Alley, the issues raised by the Debtor's attempt at a partial liquidation to raise funds necessary to pay administrative expenses should be determined in the context of confirmation of a plan, rather than piecemeal sale of assets. A copy of the Court's December 3, 2010, Memorandum Opinion is available at http://is.gd/ik64Bfrom Leagle.com. Portland, Oregon-based Pioneer Village Investments, LLC, operates a facility in the city of Jacksonville, Oregon, providing for "independent living' facilities for elderly residents, assisted living for residents who are less able to care for themselves, and other facilities designed to accommodate the needs of elderly residents. A portion of the facility is dedicated to 11 independent-living "cottages." The Debtor seeks to sell the independent living cottages to Vintage Hotels, Inc., for a gross sale price of $1,880,000. The Debtor "believes that a total of $400,000 need not be paid as secured claims (because the lien is invalid, avoidable, etc., the lien holder consents to less than full payment, or part or all of the underlying debt is not allowable). The Debtor intends to sell the portion of its property, retain approximately $160,000 of the net proceeds, and pay the balance to the county for property taxes, and then to Premier West. Premier West Bank has a claim for $13,549,490.43 plus postpetition interest, secured by a deed of trust against all of the Debtor's real property. Pioneer Village Investments, LLC, c/o Farmington Centers, Inc., filed for Chapter 11 on May 13, 2010 (Bankr. D. Ore. Case No. 10-62852). In its petition, the Debtor estimated assets and debts of $10 million to $50 million. PPS PROPERTIES: Case Summary & 9 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: PPS Properties, LLC P.O. Box 680007 Franklin, TN 37068 Bankruptcy Case No.: 10-13089 Chapter 11 Petition Date: December 2, 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: $1,057,600 Scheduled Debts: $1,247,157 A list of the Company's nine largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/tnmb10-13089.pdf The petition was signed by Ernest Coley, Sr., senior member. PRIVATE MEDIA: Posts EUR2.6 Million Net Loss in Q3 2010 ------------------------------------------------------- Private Media Group filed its quarterly report on Form 10-Q, reporting a net loss of EUR2.60 million on EUR5.88 million of revenue for the three months ended September 30, 2010, compared with a net loss of EUR1.20 million on EUR5.76 million of revenue for the same period of 2009. The Company's balance sheet at September 30, 2010, showed EUR43.15 million in total assets, EUR17.49 million in total liabilities, and EUR25.66 million in shareholders' equity. The Company currently has no additional availability under its existing credit facilities. As reported in the Troubled Company Reporter on May 31, 2010, BDO Auditores S.L., in Barcelona, Spain, expressed substantial doubt about Private Media's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has suffered recurring losses from operations over the past years and has not yet reestablished profitable operations. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?7089 About Private Media Based in Barcelona, Spain, Private Media Group, Inc., is an international provider and distributor of adult media content. The Company acquires or licenses content from independent studios and directors and processes these images into products suitable for popular media formats such as digital media content for Broadcasting, Mobile and Internet distribution, and print publications and DVDs. In addition to media content, the Company also generates additional sales through the licensing of its Private trademark to third parties. The Company's U.S. headquarters are located at 537 Stevenson Street, in San Francisco, California. PROTEAN HEALTH: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Protean Health Services, Inc. 1337 Singingwood #1 Walnut Creek, CA 94596 Bankruptcy Case No.: 10-73948 Chapter 11 Petition Date: December 3, 2010 Court: United States Bankruptcy Court Northern District of California (Oakland) Judge: Roger L. Efremsky Debtor's Counsel: Joel K. Belway, Esq. LAW OFFICES OF JOEL K. BELWAY 235 Montgomery St. #668 San Francisco, CA 94104 Tel: (415) 788-1702 E-mail: belwaypc@pacbell.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Mary E. Duarte, president. RICHARD LARSEN: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Richard J. Larsen aka Dick Larsen fdba Larsen Farms 55476 Shanghi Ridge Road Wauzeka, WI 53826 Bankruptcy Case No.: 10-18865 Chapter 11 Petition Date: December 3, 2010 Court: U.S. Bankruptcy Court Western District of Wisconsin (Madison) Judge: Robert D. Martin Debtor's Counsel: Kristin J. Sederholm, Esq. 15 N. Pinckney Street P.O. Box 828 Madison, WI 53701-0828 Tel: (608) 258-8555 E-mail: ksederho@ks-lawfirm.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 eight largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/wiwb10-18865.pdf ROCK PAPER: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Rock, Paper, Scissors, LLC c/o Robert E. Turffs, Esq. Sarasota, FL 34236 Bankruptcy Case No.: 10-29043 Chapter 11 Petition Date: December 2, 2010 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: R. John Cole, II, Esq. R. JOHN COLE, II, PA 46 N Washington Blvd, Suite 24 Sarasota, FL 34236 Tel: (941) 365-4055 Fax: (941) 365-4219 E-mail: rjc@rjcolelaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/flmb10-29043.pdf The petition was signed by Alex Reece, managing member. SAN PASQUAL: Moody's Gives Positive Outlook, Affirms 'B2' Rating ---------------------------------------------------------------- Moody's Investors Service revised the rating outlook of San Pasqual Casino Development Group, Inc., to positive from stable. The company's B2 Corporate Family rating and B1 Probability of Default rating were affirmed along with its B2 senior notes rating. Ratings affirmed and LGD assessments revised: -- Corporate Family rating at B2 -- Probability of Default rating at B1 -- 8% senior secured notes due 2013 to B2 (LGD 4, 66%) from B2 (LGD 4, 68%) -- Ratings outlook - positive The outlook revision to positive largely reflects San Pasqual's continued solid operating performance that has met Moody's expectation. Moody's expects that the adjusted leverage as measured by debt to EBITDA will remain at or below 3.0 times and San Pasqual will likely generate positive free cash flow in the next twelve months. In addition, the positive outlook recognizes that San Pasqual completed and opened a hotel ahead of schedule and on budget, which should in turn help drive gaming revenue growth going forward. Despite challenging economic and market conditions, San Pasqual was able to grow its top line and expand operating margins. Moody's believes that the improvement in Authority's year-to-date earnings could be in part attributed to better product mix as it replaced more than 400 class II slot machines with class III machines which generally have better unit economics. It's more focused and effective marketing program, such as the direct mail program, also helped defend its more favorable competitive position in its primary San Diego market. Moreover, Moody's expects that the opening of the hotel will further San Pasqual's geographic outreach by bringing more transient customers from the farther-away markets such as Los Angeles and the Orange County. The affirmation of B2 CFR considers San Pasqual's resilience to economic pressures and improved credit profile through the combination of debt reduction and increased EBITDA. While the tribal distributions are likely to increase modestly based on the restricted payment basket, Moody's expect San Pasqual to adhere to a conservative distribution policy in order to generate positive free cash flow and to maintain at least an adequate liquidity position. In Moody's opinion San Pasqual's sound financial metrics are offset by its small revenue size, single asset profile, and still overall weak gaming demand and recovery. B2 CFR also incorporates other unique risks associated with Native American gaming operators. San Pasqual's ratings could be upgraded if its credit metrics improve further and liquidity remains sound. The company would also need to maintain conservative long-term financial policy with respect to tribal distributions. Separately, Moody's recognizes the resolution of an internal dispute issue among the members of the Tribe with respect to matters of enrollment and committee representation. The last rating action for San Pasqual occurred on November 24, 2009 when Moody's assigned a B2 rating to the company's proposed senior note add-on issuance of $35 million while affirming all other ratings. The San Pasqual Development Group, Inc., was formed under the law of the San Pasqual Band of Mission Indians to oversee the development, financing, construction, operation, and management of Valley View Casino, which opened in April 2001. The casino is located approximately 40 miles north of downtown San Diego, California. On November 19, 2010, San Pasqual opened to the public the hotel portion of its casino. SENTINEL MANAGEMENT: Court Compels SEC to Release Docs ------------------------------------------------------ The United States Securities and Exchange Commission, v. Sentinel Management Group, Inc., Eric A. Bloom, and Charles K. Mosley, (N.D. Ill. Case No. 07-C-4684), is a securities fraud case brought by the Securities and Exchange Commission against Sentinel Management Group, Inc., Eric Bloom, and Charles Mosley. Mr. Bloom seeks portions of the SEC examination file for the 2002 examination of Sentinel that the SEC withheld based upon the deliberative process privilege. He also seeks to compel the SEC to answer an interrogatory calling for the identity of each person interviewed by the SEC, as well as the dates of interview, the participants, and a detailed summary of what each witness said. The SEC contends that it need not respond because this information constitutes attorney work product, some of it is irrelevant (dates of interviews and participants), and Mr. Bloom's motion is untimely. Magistrate Judge Sheila Finnegan ruled that Mr. Bloom's Motion to Compel the Production of Documents and Interrogatory Responses from the SEC is granted in part and denied in part. The SEC is given through December 20, 2010 to comply with the order. A copy of the Court's December 2, 2010 Memorandum Opinion and Order is available at http://is.gd/ikCwwfrom Leagle.com. About Sentinel Management Based in Northbrook, Illinois, Sentinel Management Group Inc. -- http://www.sentinelmgi.com/-- was a full service firm offering a variety of security solutions. The Company filed a voluntary Chapter 11 petition on August 17, 2007 (Bankr. N.D. Ill. Case No. 07-14987). Ronald Barliant, Esq., Randall Klein, Esq., and Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black Rosenbloom & Moritz, Ltd., represent the Debtor. Lawyers at Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represent the Official Committee of Unsecured Creditors. When the Debtor sought bankruptcy protection, it estimated assets and debts of more than $100 million. On August 28, 2007, the Court approved Frederick Grede as the Debtor's Chapter 11 Trustee. Marc I. Fenton, Esq., at DLA Piper US LLP, and Vincent E. Lazar, Esq, at Jenner & Block LLP, represent the Chapter 11 Trustee. The Court confirmed a plan of liquidation for Sentinel on December 15, 2008, and Mr. Grede is managing the liquidation. SEQUENOM INC: Has Offering of 14-Mil. Shares at $6 Apiece --------------------------------------------------------- Sequenom Inc. announced the pricing of an underwritten public offering of 14,000,000 shares of its common stock, offered at a price to the public of $6.00 per share. The gross proceeds to Sequenom from this offering are expected to be $84.0 million, before deducting underwriting discounts and commissions and other estimated offering expenses payable by Sequenom. Jefferies & Company, Inc. is acting as sole book-running manager for the offering, and Lazard Capital Markets LLC and Piper Jaffray & Co. are acting as co-managers for the offering. Sequenom has granted the underwriters a 30-day option to purchase up to an aggregate of 2,100,000 additional shares of common stock to cover overallotments, if any. The offering is expected to close on or about December 7, 2010, subject to customary closing conditions. Sequenom anticipates using the net proceeds from the offering for general corporate purposes, including research and development expenses such as expenses related to its validation studies for Trisomy 21, capital expenditures, working capital and general administrative expenses. About Sequenom Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a life sciences company committed to improving healthcare through revolutionary genetic analysis solutions. Sequenom develops innovative technology, products and diagnostic tests that target and serve discovery and clinical research, and molecular diagnostics markets. The company was founded in 1994 and is headquartered in San Diego, California. The Company's balance sheet at Sept. 30, 2010, showed $96.97 million in total assets, $64.67 million in total current liabilities, $360,000 in deferred revenue, $2.86 million in other long-term liabilities, $1.12 million in long-term portion of debt and obligations, and stockholder's equity of $27.96 million. * * * In its March 15, 2010 audit report, Ernst & Young LLP of San Diego, California, expressed substantial doubt against Sequenom's ability as a going concern. The auditor noted that the Company has incurred recurring operating losses and does not have sufficient working capital to fund operations through 2010. SHILO INN: Section 341(a) Meeting Scheduled for Jan. 3 ------------------------------------------------------ The U.S. Trustee for Region 16 will convene a meeting of Shilo Inn, Diamond Bar, LLC's creditors on January 3, 2011, at 2:15 p.m. The meeting will be held at Room 2610, 725 S Figueroa Street, Los Angeles, CA 90017. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Pomona, California-based Shilo Inn, Diamond Bar, LLC, operates a 161 room full -- service hotel located in Pomona, California, pursuant to a franchise agreement with Shilo Franchise International, LLC. It filed for Chapter 11 bankruptcy protection on November 29, 2010 (Bankr. C.D. Calif. Case No. 10-60884). David B. Golubchik, Esq., at Levene Neale Bender Rankin & Brill LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. SHILO INN: Wants Cash Collateral Use & Credit Line Pact ------------------------------------------------------- Shilo Inn, Diamond Bar, LLC, seeks authority from the U.S. Bankruptcy Court for the Central District of California to use the cash collateral and enter into a credit line agreement, in an amount not to exceed $100,000 from Shilo Franchise International, LLC, on a secured basis to cover possible shortfalls in operations. Cathay Bank asserts a first priority security interest in the Debtor's assets to secure an obligation in the amount of approximately $4,652,856. German American Capital Corp. asserts a second priority security interest in the Debtor's assets to secure an obligation in the amount of approximately $5,353,000. Cathay is owed approximately $4,652,856.00, while the value of the Debtor's hotel in Pomona, California, is approximately $12,075,000. This translates to an equity cushion of approximately 159.7%. Additionally, German is owed approximately $5,353,000, which translates to an equity cushion of approximately 20.7%. The Debtor believes that the secured creditors will be further adequately protected by the continued operation of the Debtor's business. The Debtor anticipates certain cash shortfalls from operations in the near future. This is based on the fact that hotel occupancy depends, in large part, on conferences and events at nearby Cal Poly and Pomona Fairgrounds, both of which scale down such conferences and events during the winter months. Cashflow shortfalls are proposed to be covered by a Credit Line in the amount of $100,000 to be offered to the Debtor by Shilo Franchise. The Debtor's assets are secured by two (2) separate liens totaling approximately $10 million. At this time, it appears that all assets of the estate are subject to a security interest. Without unencumbered assets, there can be no assurance that an unsecured debt is capable of being repaid. While the Debtor has researched the possibility of obtaining credit on an unsecured basis, none has been secured. The Debtor believes that it is unrealistic that it will be able to obtain unsecured credit. Not only is the Debtor unable to obtain unsecured credit, the Debtor is unable to obtain secured credit without taking out the existing secured creditors. SFI has agreed to provide financing on a junior secured basis, which does not impair the Secured Creditors' interests herein. Cathay requests adequate protection of its deeds of trust, liens and security interests in exchange for the Debtor's use of its cash collateral. As adequate protection, Cathay requests, inter alia, replacement liens on the Debtor's post-petition property at the same level of priority as Cathay's pre-petition liens, adequate protection payments, the right to receive regular financial reports of the Debtor's operations, and other, standard adequate protection provisions. Unless Cathay receives the adequate protection in a form reasonably satisfactory to it, Cathay will oppose the Debtor's use of its cash collateral. Cathay is represented by Lord, Bissell & Brook LLP About Shilo Inn Pomona, California-based Shilo Inn, Diamond Bar, LLC, operates a 161 room full -- service hotel located in Pomona, California, pursuant to a franchise agreement with Shilo Franchise International, LLC. It filed for Chapter 11 bankruptcy protection on November 29, 2010 (Bankr. C.D. Calif. Case No. 10-60884). David B. Golubchik, Esq., at Levene Neale Bender Rankin & Brill LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. SIX FLAGS: S&P Downgrades Rating on First-Lien Loan to 'BB-' ------------------------------------------------------------ Standard & Poor's Ratings Services revised its recovery rating on Grand Prairie, Texas-based theme park operator Six Flags Theme Park Inc.'s first-lien revolving credit facility and term loan to '2', indicating S&P's expectation of substantial (70% to 90%) recovery for lenders in the event of a payment default, from '1'. S&P lowered its issue-level rating on these loans to 'BB-' (one notch higher than the 'B+' corporate credit rating on parent company Six Flags Entertainment Corp.) from 'BB', in accordance with S&P's notching criteria for a recovery rating of '2'. The revised recovery rating reflects a significantly higher amount of first-lien debt due to the closing of an amendment to the first- lien term loan that expanded the amount to $950 million from an initial amount of $770 million ($745 million outstanding at Sept. 30, 2010). Proceeds, along with cash on hand, were used to repay the company's $250 million second-lien term loan. The corporate credit rating on Six Flags remains at 'B+' and the rating outlook is stable. The downgrade of S&P's issue-level rating on Six Flags' first- lien credit facility follows the company's announcement of an amendment, which, among other things, increases the size of the facility to $950 million (from an initial amount of $770 million), reduces the LIBOR floor on the term loan B portion by 50 basis points, and revises covenant levels. The size of -- and the pricing relating to -- the current $120 million revolving credit facility will remain the same. However, the company will be permitted to increase the size of the revolver to $200 million without an amendment. Proceeds from the additional first-lien term loan, along with some cash on hand, will be used to help repay Six Flags' $250 million second-lien credit facility. While the amendment will result in the reduction of annual interest expense by approximately $16 million, resulting in somewhat improved interest coverage (S&P expects it to be in the mid-4x area in 2011), S&P's 'B+' rating on the company incorporates the expectation that year-over-year adjusted EBITDA will decline in the mid- to high-single-digit percentage area in 2011. S&P also estimates that adjusted leverage will remain at around 4.0x. This is in line with the rating, given S&P's current assessment of Six Flags' business risk profile as weak. The 'B+' corporate credit rating reflects Six Flags' high debt leverage, significant seasonality, and high capital expenditure needs. The company's good geographic diversity only partially offsets these risks. Six Flags is the largest regional theme park operator in the world, operating 19 parks in 13 locations. Over three-quarters of customers come from within 100 miles of the parks. Six Flags has experienced a high degree of EBITDA volatility over the past few years, in part due to changes in management and strategic focus. Customer perception of park safety and cleanliness has also been historically somewhat negative, that it has improved over the past few years. S&P expects that the current management team will focus on maintaining positive perceptions of cleanliness and safety. STEINWAY MUSICAL: Moody's Affirms 'B2' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service upgraded Steinway Musical Instrument's speculative grade liquidity rating to SGL 1 from SGL 2 because of its improving liquidity profile. At the same time, all other ratings were affirmed, including its B2 CFR and PDR and the B3 rating on its senior unsecured notes. The outlook was changed to positive from stable. The enhanced liquidity structure is highlighted by the recent renewal of its $100 million credit facility due in 2014, cash balances close to $95 million, no debt maturities until 2014, lack of financial maintenance covenants and the unencumbered building near Carnegie Hall. Rating Rationale Steinway's B2 corporate family rating reflects its strong brand recognition and its commitment to high product quality, while operating in a relatively small niche in musical instruments and generating modest revenue of around $300 million. The rating also considers the recurring revenue of the band segment, while recognizing the high degree of volatility in demand of pianos during the recession and the soft consumer durable spending environment. Steinway's strong geographical diversification, growth prospects in Asia and good liquidity profile also help support the rating. As the European debt crisis continues to unfold its exposure to Europe represents a risk as does its relatively high financial leverage at over 5x. "In addition to better liquidity, the positive outlook reflects Moody's view that consumer demand for grand pianos will likely increase over the next couple of years as the economy slowly recovers," said Kevin Cassidy, Senior Credit Officer at Moody's Investors Service. "The increased demand is also likely to come from China," Cassidy noted. Moody's think Steinway's profitability and operating cash flow should remain at or close to their current levels in the near to mid-term provided there are no significant macro-economic shocks . Moody's expects 2011 revenue to be between $310 million and $340 million and adjusted EBITDA to be around $40 million. Moody's expectation that the company will continue its high product quality standards and that it will maintain its relatively conservative financial policies is also factored into the positive outlook. The rating could be upgraded if discretionary consumer spending, especially for high end goods, continues to stabilize throughout the world and there is more clarity to the European Sovereign debt crisis that does not jeopardize discretionary consumer spending. Credit metrics would also need to remain at or improve from current levels to consider an upgrade. For example, adjusted leverage should remain between 5x and 5.5x, interest coverage around 2x and high single digit EBITA margins. The outlook could be stabilized if discretionary consumer spending were to contract or if liquidity was unexpectedly pressured. If there is rampant contagion because of the European Sovereign debt crisis, a negative outlook would be considered. Key credit metrics driving negative rating actions would be adjusted leverage over 6x, mid single digit EBITA margins and interest coverage approaching 1x. This rating was upgraded: -- Speculative grade liquidity rating to SGL-1 from SGL-2; These ratings were affirmed/assessments revised: -- Corporate family rating at B2; -- Probability-of-default rating at B2; -- $150 million senior unsecured notes, due 2014, at B3 (LGD 4, 69% from 68%) The last rating action was on April 9, 2010, where Moody's stabilized Steinway's outlook and upgraded the liquidity rating to SGL 2 from SGL 3. Steinway Musical Instruments, Inc., headquartered in Waltham, Massachusetts, is one of the world's leading manufacturers of musical instruments. The company's products include Steinway & Sons, Boston and Essex pianos, Selmer Paris saxophones, Bach Stradivarius trumpets, C.G. Conn French horns, King trombones, and Ludwig snare drums. Revenues for the twelve months ended September 30, 2010, approximated $310 million. SUNCOAST ALUMINUM: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Suncoast Aluminum Furniture, Inc. 6291 Thomas Road Fort Myers, FL 33912 Bankruptcy Case No.: 10-29108 Chapter 11 Petition Date: December 3, 2010 Court: U.S. Bankruptcy Court Middle District of Florida (Ft. Myers) Judge: David H. Adams Debtor's Counsel: Stephen R. Leslie, Esq. STICHTER, RIEDEL, BLAIN & PROSSER 110 East Madison Street, Suite 200 Tampa, FL 33602-4700 Tel: (813) 229-0144 E-mail: sleslie.ecf@srbp.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/flmb10-29108.pdf The petition was signed by Rajiv P. Varshney, president. SWORDFISH FINANCIAL: Posts Restated Net Loss of $2.0MM in Q3 2009 ----------------------------------------------------------------- Swordfish Financial, Inc. filed on November 29, 2010, an amended quarterly report on Form 10-Q/A for the three months ended September 30, 2009, to reflect the application of reverse merger accounting following the merger of Nature Vision, Inc. (nka Swordfish Financial Inc.) and Swordfish Financial, Inc., the Texas corporation, on August 14, 2009. Swordfish Financial, Inc., the Texas corporation, acquired 80% of the outstanding common stock of Nature Vision, Inc., pursuant to a stock acquisition/merger agreement on August 14, 2009. Under the purchase method of accounting in a business combination effected through an exchange of equity interests, the entity that issues the equity interests is generally the acquiring entity. In some business combinations (commonly referred to as reverse acquisitions), however, the acquired entity issues the equity interests. FASB ASC 805-10, "Business Combinations" requires consideration of the facts and circumstances surrounding a business combination that generally involve the relative ownership and control of the entity by each of the parties subsequent to the merger. Based on a review of these factors, the August stock acquisition agreement with Swordfish Financial, Inc., the Texas corporation ("the Merger") was accounted for as a reverse acquisition (i.e. Nature Vision, Inc., was considered as the acquired company and Swordfish Financial, Inc., the Texas corporation, was considered as the acquiring company). As a result, Nature Vision, Inc.'s assets and liabilities as of August 14, 2009, the date of the Merger closing, have been incorporated into Swordfish's balance sheet based on the fair values of the net assets acquired, which equaled the consideration paid for the acquisition. FASB ASC 805- 10 also requires an allocation of the acquisition consideration to individual assets and liabilities including tangible assets, and financial assets. Further, the Company's operating results (post Merger) include Swordfish Financial, Inc. (the Texas corporation) operating results prior to the date of closing and the results of the combined entity following the closing of the Merger. Swordfish Financial, Inc., the Texas corporation, was considered the acquiring entity for accounting purposes. Based on the Company's restated statements of operations, the Company reported a net loss of $1.98 million on $0 revenues for the three months ended September 30, 2009. Swordfish Financial, Inc., the Texas corporation, did not have any operations prior to the closing of the merger transaction. As restated, the Company's balance sheet at September 30, 2009, showed $3.70 million in total assets, $4.95 million in total liabilities, and a stockholders' deficit of $1.25 million. The Company had an accumulated deficit of $5.12 million as of September 30, 2009. The Company is currently in default of a $450,000 note with its former CEO and is in negotiations to extend the terms. The Company is currently in default on its line of credit with a bank and in August 2008 it entered into a voluntary surrender agreement allowing the bank with its superior lien position to assume control of the Company's assets and operations until it liquidates sufficient assets to pay off the line of credit. The Company is in default on $603,950 of unsecured notes payable. Despite cost reduction initiatives, the Company will be unable to pay its obligations in the normal course of business or service its debt in a timely manner throughout 2009 without raising additional debt or equity capital. The Company believes the foregoing factors raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-Q/A is available for free at: http://researcharchives.com/t/s?7097 Rockwall, Tex.-based Swordfish Financial, Inc., (f/k/a Nature Vision, Inc., and Photo Control Corporation) as Nature Vision, Inc., designed, manufactured and marketed outdoor recreation products primarily for the sport fishing and hunting markets. On August 14, 2009, Nature Vision, Inc., entered into a Stock Purchase Agreement with Swordfish Financial, Inc. for 10,987,417 shares (representing roughly 80% of the outstanding shares) of its common stock in exchange for a $3,500,000 promissory note. On August 17, 2009, the shareholders owning a majority of the outstanding common stock voted to change the Company's name from Nature Vision, Inc., to Swordfish Financial, Inc. The Company expects for the note and accrued interest to be paid by the stockholders of the Texas corporation. The note bears interest at the rate of 5% per annum the note and the related accrued interest at September 30, 2010, was $196,875. On August 14, 2009, simultaneously with the signing of the Swordfish Financial, Inc. stock purchase agreement, M&I Business Credit LLC, owed roughly $1,800,000 by the Company, foreclosed on the line of credit and forced the Company to enter into a Voluntary Surrender Agreement. The Voluntary Surrender Agreement gave M&I Business Credit LLC total possession of the Nature Vision Premises, its operations and all of the Nature Vision Collateral, which consisted of all of the Nature Vision assets. M&I Business Credit LLC liquidated basically all of the Nature Vision assets to recover the line of credit debt. Based on the limited assets, product lines and resources remaining after the M&I Business Credit LLC liquidation, Swordfish Financial, Inc. has decided that there is not enough remaining of the Nature Vision operations to continue as an outdoor recreations products company and will concentrate on the business on being an asset recovery company and using the financial resources recovered to retire the Company's debts and invest in other businesses domestically and internationally. TAMARACK RESORT: Hearing on Credit Suisse's Conversion Bid Begins ----------------------------------------------------------------- The Associated Press reports that lawyers for Credit Suisse AG, Cayman Islands Branch, were in U.S. Bankruptcy Court on Monday, trying to convince a judge to move Tamarack Resort LLC out of a reorganization and into liquidation. According to the AP, Credit Suisse suggested Tamarack owner Jean-Pierre Boespflug inappropriately used thousands in cash collateral without the bank's permission to help fund efforts to water the resort's golf course. The Troubled Company Reporter reported Credit Suisse's request in the November 8, 2010 edition. According to Bloomberg News, the secured creditor contends that the reorganization must end in view of continuing losses, gross mismanagement, unauthorized use of cash collateral, and lack of insurance. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that the motion to dismiss or convert comes on the heels of a ruling by the bankruptcy judge denying a $2 million secured loan for the golf and ski resort in Valley County, Idaho. Tamarack said it needed the loan to winterize the property. Dow Jones' DBR Small Cap reported that Credit Suisse said the Debtor's estate is insolvent and has been "grossly mismanaged". The AP relates Mr. Boespflug says he authorized shifting $38,000 to maintain the golf course not because he was trying to divert money inappropriately, but because he had to make sure the facility wasn't left to wither. He insists everything was done to make Tamarack more attractive for a potential buyer. The AP notes Judge Terry Myers on Monday was also considering whether to approve key parts of Tamarack homeowners' plan to operate a ski season this winter. About Tamarack Resort Tamarack Resort LLC, a golf and ski resort in Valley County, Idaho, was sent to Chapter 7 after creditors submitted an involuntary petition (Bankr. D. Idaho Case No. 09-03911). The petitioning creditors include an affiliate of Bank of America Corp. owed $4.7 million. On April 9, 2010, Bankruptcy Judge Terry Myers signed an order converting Tamarack Resort LLC's involuntary chapter 7 case to a chapter 11 reorganization. The project's 27.5% owner, VPG Investments Inc., filed for Chapter 11 reorganization in 2008, only to have the petition dismissed in October 2008 at the request of the secured creditor, Credit Suisse, Caymans Islands Branch. VPG was controlled by Mexican businessman Alfredo Miguel Afif. Credit Suisse, the agent for the secured lenders, characterized VPG's Chapter 11 case as "a classic example of a bad faith filing" made "solely as a litigation tactic" to stop foreclosure. TERRA-BENTLEY: State Court Judgment Does Not Bar Avoidance Claims ----------------------------------------------------------------- Terra-Bentley II, LLC, sued Village of Overland Pointe, LLC, pre- bankruptcy in a Kansas state court, and Village asserted counterclaims; both parties' claims concerned a real estate development they were involved in. After the state court ruled on the parties' dispute, the Debtor appealed. Upon filing for Chapter 11 bankruptcy, the Debtor sued Vilage to avoid certain transfers and other actions that affected its rights in the development. Village seeks summary judgment on the ground the state court's judgment bars the claims the Debtor is asserting in the proceeding. Judge Dale L. Somers ruled that the state court judgment does not preclude the Debtor's avoidance claims because the Debtor could not have asserted the claims before that court; and the state court judgment precludes the Debtor from contesting certain factual determinations that were made by the state court. Accordingly, Judge Somers denied Village's request. The Defendant is represented by: Ronald S. Weiss, Esq. BERMAN DELEVE KUCHAN & CHAPMAN, L.C. 911 Main Commerce Tower 2230 Kansas City, MO 64105 Telephone: (816) 471-5900 Facsimile: (816) 842-9955 - and - Steven R. Smith, Esq. GATES, SHIELDS & FERGUSON, P.A 10990 Quivira, Suite 200 Overland Park, KS 66210 Telephone: 913-661-0222 Facsimile: 913-491-6398 E-mail: stevesmith@gsflegal.com The case is Terra Bentley II, LLC, v. Village of Overland Pointe, LLC, Adv. Pro. No. 09-6099 (Bankr. D. Kans.). A copy of the Court's Opinion, dated November 30, 2010, is available at no charge at http://is.gd/ikG4Pfrom Leagle.com. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Kans. Case No. 09-23107) on September 18, 2009. The Debtor is represented by James F.B. Daniels, Esq. -- jdaniels@mcdowellrice.com -- at McDowell Rice Smith & Buchanan. THREADNEEDLE STREET: Case Summary & 10 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Threadneedle Street, LLC 500 North Waukegan Road Lake Forest, IL 60045 Bankruptcy Case No.: 10-40314 Chapter 11 Petition Date: December 2, 2010 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Elizabeth E. Brown Debtor's Counsel: David M. Rich, Esq. ONSAGER, STAELIN & GUYERSON, LLC 1873 S. Bellaire St., Ste. 1401 Denver, CO 80222 Tel: (303) 512-1123 E-mail: dmrich@comcast.net Scheduled Assets: $7,767,000 Scheduled Debts: $3,414,062 A list of the Company's 10 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cob10-40314.pdf The petition was signed by Paul A. Moore, manager by power of attorney. THRIFTCO INC: Case Summary & 4 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Thriftco, Inc. P.O. Box 1638 Owensboro, KY 42302-1638 Bankruptcy Case No.: 10-41917 Chapter 11 Petition Date: December 2, 2010 Court: United States Bankruptcy Court Western District of Kentucky (Owensboro) Debtor's Counsel: Sandra D. Freeburger, Esq. DEITZ SHIELDS & FREEBURGER, LLP 101 First Street P.O. Box 21 Henderson, KY 42419-0021 Tel: (270) 830-0830 E-mail: sfreeburger@dsf-atty.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 four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/kywb10-41917.pdf The petition was signed by Kenneth Lawson, president. THRIFTWAY INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Thriftway, Inc. dba Wholesale Door & Trim dba Hardware Overnight P.O. Box 1638 Owensboro, KY 42302-1638 Bankruptcy Case No.: 10-41919 Chapter 11 Petition Date: December 2, 2010 Court: United States Bankruptcy Court Western District of Kentucky (Owensboro) Debtor's Counsel: Sandra D. Freeburger, Esq. DEITZ SHIELDS & FREEBURGER, LLP 101 First Street P.O. Box 21 Henderson, KY 42419-0021 Tel: (270) 830-0830 E-mail: sfreeburger@dsf-atty.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/kywb10-41919.pdf The petition was signed by Kenneth Lawson, president. Debtor-affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Thriftco, Inc. 10-41917 12/02/10 TIB FINANCIAL: To Finalize Valuation & Purchase Price Allocation ---------------------------------------------------------------- On September 30, 2010, TIB Financial Corp. issued and sold to North American Financial Holdings, Inc. 700,000,000 shares of Common Stock, 70,000 shares of Series B Preferred Stock and a warrant to purchase up to 1,166,666,667 shares of Common Stock of the Company for aggregate consideration of $175 million. As a result, NAFH acquired and now controls 98.7% of the voting securities of the Company and followed the acquisition method of accounting and applied "acquisition accounting." Acquisition accounting requires that the assets purchased, the liabilities assumed, and non-controlling interests all be reported in the acquirer's financial statements at their fair value, with any excess of purchase consideration over the net assets being reported as goodwill. As part of the valuation, intangible assets were identified and a fair value was determined as required by the accounting guidance for business combinations. Accounting guidance also requires the application of "push down accounting," whereby the adjustments of assets and liabilities to fair value and the resultant goodwill are shown in the financial statements of the acquiree. On November 15, 2010, the Company filed its report for the quarterly period ended September 30, 2010 on Form 10-Q which reflected estimates of the fair values of assets acquired and liabilities assumed based on the information that was available at the time. Subsequent to the filing, the Company received updated estimates and on November 19, 2010, the Company's subsidiary bank, TIB Bank, filed an amended Consolidated Report of Condition and Income as of September 30, 2010 that incorporated such updated estimates. Accordingly, based upon these updated estimates, the amended Call Report included recomputed regulatory capital ratios that are higher than those in the Form 10-Q and consist of Tier 1 Leverage, Tier 1 Risk-Based Capital and Total Risk-Based Capital of 7.8%, 12.9% and 12.9%, respectively. The Call Report is publicly available through the website of the Federal Deposit Insurance Corporation, www.fdic.gov. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable but no later than one-year from the Transaction Date. The estimates of fair value are subject to change and such changes could be significant. Based on the applicable accounting literature on business combinations, subsequent adjustments, if any, will be retrospectively recorded in future filings. 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. TOWN SPORTS: SEC Staff Completes Probe on Accounting Matters ------------------------------------------------------------ On November 29, 2010, Town Sports International Holdings, Inc. received a letter from the Staff of the Securities and Exchange Commission stating that the Staff has completed the previously disclosed investigation as to certain accounting matters relating to the Company and that the Staff does not intend to recommend any enforcement action by the SEC against the Company. The Company had been advised by the SEC, on September 14, 2009, that a formal order of private investigation had been issued with respect to the Company. The investigation related to the Company's deferral of certain payroll costs incurred in connection with the sale of memberships in the Company's health and fitness clubs and the time period utilized by the Company for the amortization of such deferred costs into expense and initiation fees into revenue. Since May 2008, the Company had been providing documents and testimony on a voluntary basis in response to an informal inquiry by the Staff of the SEC with respect to these same accounting matters. The letter from the Staff of the SEC confirms the completion of its investigation of these accounting matters. As of June 30, 2010, Town Sports International Holdings, Inc., through its wholly owned subsidiary, Town Sports International, LLC, operated 161 fitness clubs comprised of 109 clubs in the New York metropolitan market under the "New York Sports Clubs" brand name, 25 clubs in the Boston market under the "Boston Sports Clubs" brand name, 18 clubs (two of which are partly-owned) in the Washington, D.C. market under the "Washington Sports Clubs" brand name, six clubs in the Philadelphia market under the "Philadelphia Sports Clubs" brand name and three clubs in Switzerland. The Company's operating segments are New York Sports Clubs, Boston Sports Clubs, Philadelphia Sports Clubs, Washington Sports Clubs and Swiss Sports Clubs. The Company's balance sheet at Sept. 30, 2010, showed $467.39 million in total assets, $476.11 million in total liabilities, and a stockholders' deficit of $8.72 million. TRIANGLE MANAGEMENT: Court Approves Bankruptcy Case Dismissal ------------------------------------------------------------- The Hon. John K. Olson of the U.S. Bankruptcy Court for the Southern District of Florida dismissed the Chapter 11 case of Triangle Management Investment, Inc. As reported in the Troubled Company Reporter on October 21, 2010, the Debtor asked the Court to dismiss its Chapter 11 case because Katz & Associates PLLC, its prior counsel, commenced the case in error. According to the Debtor, a review of the paperwork filed by the prior counsel revealed numerous factual and legal errors on the paperwork. The Court ordered the prior counsel to pay to the trust account of Behar, Gutt & Glazer, P.A., for the benefit of the Debtor, the sum of $10,000. The October 21, 2010, edition of the TCR reported that according the Company, the prior counsel was paid $10,000 prior to the filing of its bankruptcy case. As a result of the mistakes of prior counsel in commencing this case for the Debtor, and then filing papers that were incorrect, the Debtor believes that the prior counsel didn't earn a fee. The Debtor claims that it didn't need bankruptcy relief. According to the Debtor, the bankruptcy filing has caused the Debtor damages, inter alia, credit facilities that were available for the Debtor to perform its management services have been shut down as a direct result of the Debtor's bankruptcy filing. About Triangle Management Investments Hollywood, Florida-based Triangle Management Investments, Inc. -- dba Hollywood Inn & Suites, LLC, et al. -- filed for Chapter 11 bankruptcy protection on October 7, 2010 (Bankr. S.D. Fla. Case No. 10-40792). Anna B. Middleton, Esq., who has an office in Wilton, Florida, assisted the Debtor in its restructuring effort. The Debtor estimated its assets at $10 million to $50 million and debts at $50 million to $100 million. TRIPEAK LLC: Section 341(a) Meeting Scheduled for Jan. 3 -------------------------------------------------------- The U.S. Trustee for Region 16 will convene a meeting of TriPeak, LLC's creditors on January 3, 2011, at 11:00 a.m. The meeting will be held at Room 2610, 725 S Figueroa Street, Los Angeles, CA 90017. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Monterey Park, California-based TriPeak, LLC, filed for Chapter 11 bankruptcy protection on November 29, 2010 (Bankr. C.D. Calif. Case No. 10-60945). Roseann Frazee, Esq., at Frazee/Laron, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. UC FARMS: Case Summary & 2 Largest Unsecured Creditors ------------------------------------------------------ Debtor: UC Farms, LLC P.O. Box 153 Hereford, TX 79045 Bankruptcy Case No.: 10-20794 Chapter 11 Petition Date: December 3, 2010 Court: U.S. Bankruptcy Court Northern District of Texas (Amarillo) Judge: Robert L. Jones Debtor's Counsel: J. Bennett White, Esq. J. BENNETT WHITE, P.C. P.O. Box 6250 Tyler, TX 75711 Tel: (903) 597-4300 Fax: (903) 597-4330 E-mail: sgardner@jbwlawfirm.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 two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txnb10-20794.pdf The petition was signed by Frank Cnossen. Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Cnossen Family Partnership 10-20793 12/03/10 UNION STREET: Case Summary & 8 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Union Street Plaza Operations, LLC dba Hotel Indigo Nashville-Downtown P.O. Box 1767 Mount Juliet, TN 37121 Bankruptcy Case No.: 10-13107 Chapter 11 Petition Date: December 3, 2010 Court: U.S. Bankruptcy Court Middle District of Tennessee (Nashville) Judge: Marian F Harrison 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: $1,021,971 Scheduled Debts: $17,696,245 A list of the Company's eight largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/tnmb10-13107.pdf The petition was signed by Mark Lineberrry, president. UNIVERISTY MILLENIUM: Involuntary Chapter 11 Case Summary --------------------------------------------------------- Alleged Debtor: Univeristy Millenium Park LLC aka Sydney Mines Reclamation LLC Sydney Mines Development Company LLC SS Group Investments LLC Darrell Hanson Patrick Lennon MacFarlane Ferguson et al 201 N. Franklin Street, Suite 2000 Tampa, FL 33602 Bankruptcy Case No.: 10-29022 Involuntary Chapter 11 Petition Date: December 2, 2010 Court: U.S. Bankruptcy Court Middle District of Florida (Tampa) Judge: Catherine Peek McEwen Debtor's Counsel: Pro Se Creditors who signed the Chapter 11 petition: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Benjamin Handa Secured Note $7,000,000 516 97th Avenue N Naples, FL 34108 Frank Kristan Secured Note $3,500,000 Box 1518 Williamsburg, VA 23187 VISHAY INTERTECHNOLOGY: Moody's Assigns 'Ba1' Rating on Loan ------------------------------------------------------------ Moody's Investors Service assigned a Ba1 rating to Vishay Intertechnology, Inc.'s new $450 million revolving credit facility, which replaces the Company's $250 million revolving credit facility that was due to mature in April 2012. As part of the ratings action, Moody's also affirmed Vishay's Ba3 Corporate Family Rating and Probability of Default Rating, its SGL-1 speculative grade liquidity rating, and maintained the positive ratings outlook. The ratings for the Company's previous revolving credit facility and term loan have been withdrawn as the facilities have been repaid and terminated. Moody's has taken these rating actions: Issuer: Vishay Intertechnology Inc. * Corporate family rating -- Ba3, Affirmed * Probability-of-default rating -- Ba3, Affirmed * $450 million Senior Secured Revolving Credit Facility due 2015 - - Assigned, Ba1, LGD2 - 19% * $250 million Senior Secured Revolving Credit Facility due 2012 - - Withdrawn, previously rated Ba1, LGD2, 16% * $75 million Senior Secured Term Loan due 2011 -- Withdrawn, previously rated Ba1, LGD2, 16% * Speculative Grade Liquidity -- SGL-1, Affirmed * Outlook -- Positive Ratings Rationale The Ba3 Corporate Family Rating continues to reflect Vishay's good operating scale, diverse product portfolio and moderate financial risk, including very good liquidity and strong free cash flow generation, which partially offset the risks of high demand and price volatility endemic in the Semiconductor industry, particularly in mature products. The rating is supported by Vishay good market position as a manufacturer and supplier of a broad range of semiconductors and passive electronic components and its well-diversified end-markets, which include industrials, telecommunications, automotive, computer and consumer electronics. Moody's estimates that excluding the effect of Vishay Precision Group's spin-off in July 2010, Vishay's Debt/LTM EBITDA leverage (Moody's adjusted) was approximately 1.8x. The rating is strongly supported by the Company's commitment to manage total debt-to- EBITDA leverage below 2.5x (pro forma for future acquisitions), which mitigates the event risk and uncertainty in the Company's acquisitions strategy that has at times been aggressive. The key risks affecting Vishay's Corporate Family Rating are the highly cyclical demand patterns and the sustained pressure on average selling prices in the semiconductor industry. While Vishay's operating margins and free cash flow have benefited from the favorable pricing environment amid strong end-market demand in recent periods, Moody's believes that further improvements in margins will likely be limited to gains from operating efficiencies, as the majority of Vishay's portfolio consists of commodity electronic components. In addition, high levels of investments in manufacturing capabilities and R&D driven by competition will continue to consume a large portion of cash flows. The positive ratings outlook considers potential for further ratings momentum should the Company demonstrate improved free cash flow generation and deleveraging driven by organic EBITDA growth. The outlook incorporates Moody's expectations that Vishay will maintain ample liquidity and lowly leveraged balance sheet to offset potential revenue volatility and pursue a disciplined acquisition strategy. Moody's could upgrade Vishay's ratings if its cash flow from operations improve through sustainable increase in profitability, it maintains good liquidity and its balance sheet remains strong. Specifically, upward rating pressure could develop if Vishay could sustain debt-to-EBITDA under 2.0x (Moody's adjusted), incorporating considerations for cyclical nature of the industry, and its free cash flows exhibit greater stability. Conversely, the ratings could be downgraded if Vishay's operating performance falls short of expectations and/or industry operating conditions deteriorate such that debt-to-EBITDA exceeds 3.5x (Moody's adjusted) for a protracted period of time. In addition, weak liquidity, deteriorating profitability and challenges in integrating acquisitions could pressure the ratings downward. The most recent rating action on Vishay was on August 17, 2010, when Moody's assigned Ba1 ratings to Vishay's senior secured credit facilities. Vishay Intertechnology, Inc., headquartered in Malvern, PA, is one of the largest manufacturers and suppliers of discrete passive and active electronic components. On July 6, 2010, Vishay completed the previously announced spin-off of Vishay Precision Group. Excluding VPG's revenues, Vishay generated nearly $2.6 billion in revenue in the twelve months ended October 2, 2010. VITRO SAB: Noteholders Ask Court to Block Non-Consensual Exchange ----------------------------------------------------------------- The Ad Hoc Group of Vitro Noteholders, which is comprised of holders of approximately $700 million of the Senior Notes issued by Vitro S.A.B. de C.V. disclosed that certain of its members have filed requests for injunctions and petitions seeking the opening of involuntary reorganization proceedings in Mexico against Vitro and its Mexican subsidiaries that are guarantors of the Senior Notes. The petitions were filed last week, pending determination by the presiding court of certain preliminary matters raised by the petitioning creditors, who are being represented in the actions by Jaime R. Guerra Gonzalez and Jesus Angel Guerra Mendez of Guerra Gonzalez y Asociados, S.C. Vitro has been in default on its Senior Notes and has not made payment thereon for nearly two years. Negotiations for a consensual restructuring between Vitro and the Ad Hoc Noteholder Group broke down in the fall. Vitro then commenced solicitation of votes on an exchange offer that had not been agreed to by the Ad Hoc Noteholder Group and did not provide for the payment in full of Vitro's unsecured debts, including the Senior Notes, despite leaving in place Vitro's current shareholders. Shortly thereafter, Vitro announced its intention to impose the deal on its noteholders, even if they rejected it, by causing over $1.9 billion of intercompany claims (substantially all of which were reportedly created within the past year, according to Vitro) to vote to accept the deal. According to Vitro, such insider voting would make the unsecured class an accepting class even if a majority of noteholders rejected it. The Ad Hoc Noteholder Group has consistently announced its opposition to the deal and has confirmed that its members, who hold or are advisors to holders of nearly 60% of Vitro's Senior Notes, have agreed not to accept the proposed exchange. A subset of the group commenced involuntary U.S. bankruptcy cases in November against Vitro's U.S. subsidiary guarantors. The presiding judge has ordered the U.S. subsidiaries to provide discovery to the noteholders on an expedited basis. The foregoing shall not be construed as tax, legal, business, financial, accounting or other advice, and noteholders are encouraged to consult their own advisors. Sincerely, Ad Hoc Noteholder Group About Vitro SAB Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV: VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global glass producer, serving the construction and automotive glass markets and glass containers needs of the food, beverage, wine, liquor, cosmetics and pharmaceutical industries. Knighthead Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson Kempner Distressed Opportunities Fund LP, and Brookville Horizons Fund, L.P., commenced involuntary bankruptcy cases under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset Corp. -- aka American Asset Holding Corp., Imperial Arts Corp., VK Corp., and Oriental Glass, Inc. -- on November 17, 2010 (Bankr. N.D. Tex. Case No. 10-47470). Affiliates Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10- 47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10- 47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485) are also subject to involuntary petitions by the petitioning creditors. WALTER RIZER: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Walter Holler Rizer, Jr. aka Walter Rizer aka Walter H. Rizer, Jr. aka Walter H. Rizer aka Walter Rizer, Jr. 107 Galyn Drive Brunswick, MD 21758 Bankruptcy Case No.: 10-37446 Chapter 11 Petition Date: December 3, 2010 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Wendelin I. Lipp Debtor's Counsel: Augustus T. Curtis, Esq. COHEN, BALDINGER & GREENFELD, LLC 7910 Woodmont Avenue, Suite 1103 Bethesda, MD 20814 Tel: (301) 881-8300 Fax: (301) 881-8350 E-mail: augie.curtis@cohenbaldinger.com Scheduled Assets: $612,521 Scheduled Debts: $2,082,293 A list of the Debtor's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mdb10-37446.pdf WALTERBORO CHRISTIAN: Case Summary & Creditors List --------------------------------------------------- Debtor: Walterboro Christian Center, Inc dba J&J Learning Center fdba Thy Kingdom Come Fun Park P.O. Box 1673 Walterboro, SC 29488 Bankruptcy Case No.: 10-08631 Chapter 11 Petition Date: December 3, 2010 Court: United States Bankruptcy Court District of South Carolina (Charleston) Judge: David R. Duncan Debtor's Counsel: Elizabeth M. Atkins, Esq. 778 St. Andrews Boulevard Charleston, SC 29407 Tel: (843) 763-0333 E-mail: ematkins2000@yahoo.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/scb10-08631.pdf The petition was signed by Ja-Don Buckner, president. WASHINGTON LOOP: Sues First Central for Failed Funding ------------------------------------------------------ Michael Braga at Herald-Tribune reports that Washington Loop LLC sued First Central Mortgage Funding of Toronto in U.S. District Court in Fort Myers, Florida, for failing to fund a $17.4 million loan commitment. The lawsuit was filed before the Company filed for Chapter 11 bankruptcy protection. According to the report, the lawsuit claimed that the Company's principals, Sandy Hutchens and Jennifer Hutchens, assumed multiple identities in order to trick the managers of Washington Loop into thinking they had secured enough money to pay off their outstanding loans and proceed with their residential development on 250 acres off Washington Loop road in Punta Gorda. But Washington Loop said it never got money from First Central Mortgage. Washington Loop said it paid $223,000 to First Central Mortgage in fees and expenses, and is now accusing the Canadian mortgage company of fraud, conspiracy and breach of contract, says Ms. Braga. Based in Punta Gorda, Florida, Washington Loop LLC filed for Chapter 11 bankruptcy protection on Nov. 19, 2010 (Bankr. M.D. Fla. Case No. 10-27981). Lynn V. H. Ramey, Esq., at the Law Offices of Lynn Ramey, represents the Debtor in its restructuring efforts. The Debtor estimated assets of less than $50,000 and debts of between $10 million and $50 million in its Chapter 11 petition. WASTE2ENERGY HOLDINGS: Issues $125,000 Sub. Conv. Debenture ----------------------------------------------------------- On November 23, 2010, Waste2Energy Holdings Inc. sold in a private placement a $125,000 12% Subordinated Convertible Debenture. The Debenture pays interest at a rate of 12%, which will be paid quarterly and is convertible into the Company's Common Stock at $.50 per share. The maturity date of the Debenture is November 22, 2011. The Company, the placement agent and Sichenzia Ross Friedman Ference LLP have entered into an escrow agreement, pursuant to which an amount equal to the interest payable on the Debenture sold in the Private Placement has been placed into escrow with the Escrow Agent and will be paid in accordance with the terms of the Escrow Agreement. Events of Default under the Debentures include but are not limited to the following: i. any default in the payment of (A) the principal amount of any Debenture or (B) interest, liquidated damages and other amounts owing to a Holder on any Debenture, as and when the same shall become due and payable which default, solely in the case of an interest payment or other default under clauses (A) and (B) above, is not cured within 7 days; ii. a default or event of default shall occur under the Subscription Agreement; iii. any representation or warranty made in the Debenture or the Subscription Agreement, any written statement pursuant thereto or any other report, financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue or incorrect in any material respect as of the date when made or deemed made; or iv. the Company or any Significant Subsidiary other than Enerwaste Europe shall be subject to a Bankruptcy Event. If an Event of Default occurs, the outstanding Principal Amount of the Debentures, plus liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder's election, immediately due and payable in cash at the Mandatory Default Amount. Commencing five days after the occurrence of any event of default that results in the eventual acceleration of the Debentures, the interest rate on the Debentures shall accrue at a rate equal to the lesser of 17% per annum or the maximum rate permitted under applicable law. The Mandatory Default Amount means the sum of (a) the outstanding principal amount of the Debenture, plus all accrued and unpaid interest, divided by the Conversion Price on the date the Mandatory Default Amount is either (A) demanded or otherwise due or (B) paid in full, whichever has a lower Conversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP, and (b) all other amounts, costs, expenses and liquidated damages due in respect of the Debenture. In connection with the sale of the Debentures, the Company also issued warrants to purchase an aggregate of 125,000 shares of the Company's common stock at an exercise price of $.50 per share. The warrants terminate on November 22, 2013. A registered broker-dealer and a member of the Financial Industry Regulatory Authority was retained as the exclusive placement agent for the Private Placement and was paid a commission of 10% of the gross proceeds from the sale of the Debenture and a non- accountable expense allowance of 3% of the gross proceeds from the sale of the Debenture. Upon each exercise of the Warrants, the broker-dealer will receive a 10% commission and a 3% non-accountable expense allowance, and will also be issued a three-year warrant exercisable to purchase such number of shares of Common Stock, at $.50 per share, equal to 4.5% of the number of shares issued pursuant to the exercise of the Warrants. The placement agent will also be issued a warrant to purchase up to 0.0375% of the fully-diluted outstanding shares of the Company's Common Stock, exercisable at a price of $0.01 per share. A full-text copy of the Securities And Purchase Agreement is available for free at http://ResearchArchives.com/t/s?707a About Waste2Energy Holdings Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets: WTEZ) -- http://www.waste2energy.com/-- is a "cleantech" technology company that designs, builds, installs and sells waste to energy plants that generate "Renewable Green Power" converting biomass or other solid waste streams traditionally destined for landfills into clean renewable energy. The Company's balance sheet at June 30, 2010, showed $3.4 million in total assets, $11.7 million in total liabilities, and a stockholders' deficit of $8.3 million. As reported in the Troubled Company Reporter on July 19, 2010, Marcum LLP, in New York, expressed substantial doubt 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 incurred a significant loss from continuing operations of $11.7 million and used cash of $5.2 million for continuing operations which resulted in an accumulated deficit of $30.4 million and a working capital deficiency of $6.6 million as of March 31, 2010. Default On October 30, 2010, a total of $87,500 of principal amount of the Company's 12% Senior Convertible Debentures became due. On November 2, 2010, $40,000 of principal amount of the Debentures became due. The Company did not make the required payment on the maturity date or by the cure period provided by the Debentures and as result an Event of Default under the Debentures has occurred. As a result of the Event of Default, the outstanding principal amount of the Debentures plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of the acceleration will become at the election of the holder of the Debenture immediately due and payable in cash at the Mandatory Default Amount. WEBSTER FINANCIAL: Fitch Upgrades Ratings, Gives Stable Outlook --------------------------------------------------------------- Fitch Ratings has upgraded the long- and short-term ratings of Webster Financial Corporation and its subsidiaries. The Rating Outlook is Stable. Fitch's rating action reflects the prudent measures WBS has taken to refine its balance sheet and enhance capital levels. Even following the partial TARP CPP repayment (which Fitch viewed positively), WBS' regulatory capital levels remain strong and provide more than sufficient coverage to absorb potential credit costs. Also serving as a positive ratings driver, while greatly supporting the institution's risk profile, are the company's robust reserve levels which materially exceed industry peers, totaling 3.12% of total loans at Sept. 30, 2010. Revenue streams have remained steady while credit costs on a comparative basis have declined allowing the company to return to profitability, as earnings have grown consistently since 4Q'09. NCOs have dropped over 50% during 2010, as NCOs totaled 1.06% for 3Q'10, from 3.04% for 4Q'09. Both NPAs and delinquencies have improved to their lowest levels since 2Q'09. Although WBS possesses a large concentration in home equity (which represents approximately 24% of total loans), credit stress has been well contained. Incorporated in this analysis, Fitch employed various home equity stress scenarios as articulated in the 'U.S. Banks' Home Equity Portfolios: A Revisit' special report, dated June 9, 2010; the results of which fall in line with the company's respective ratings. Given the more stable geography of its markets and disciplined underwriting in its continuing portfolio, Fitch expects credit stress to remain at manageable levels. Overall, the economy of WBS's footprint has fared better than other regions during the recession, as NPAs and NCOs at New England banks continue to run at significantly lower levels than national averages. Nonetheless, WBS's significantly enhanced reserve levels provide ample coverage for the company's higher risk commercial and CRE portfolios. Based on Fitch's existing CRE stress tests (as articulated in the agency's Special Report 'U.S. Bank CRE Exposure Review' dated Nov. 16, 2009), Fitch believes WBS' capital and reserve levels provide robust coverage for any potential CRE asset quality deterioration and are consistent with the respective ratings. Also embedded in the rating action is the reduced regulatory capital treatment for the company's trust preferred securities under the Dodd-Frank Act, which is anticipated to reduce capital modestly upon full phase-in. While credit quality is anticipated to remain pressured, WBS' financial performance is expected to remain steady with sustained profitability. The company's solid liquidity and strong funding base also provide additional ratings support. Higher levels of tangible common equity with continued earnings growth would be viewed positively by Fitch. Conversely, should non-performing asset levels and credit costs pressure earnings and/or capital levels, negative rating actions could ensue. Headquartered in Waterbury, Connecticut with approximately $17.8 billion in assets, WBS' branch office coverage is dominated by a heavy presence in Connecticut and to a lesser extent Massachusetts, Rhode Island, and New York. WBS maintains a national presence through the company's asset-based lending and equipment financing. Fitch has upgraded these ratings with a Stable Outlook: Webster Financial Corporation -- Long-term Issuer Default Rating to 'BBB' from 'BBB-'; -- Senior Unsecured to 'BBB' from 'BBB-'; -- Preferred Stock to 'BB+' from 'BB'; -- Short-term IDR to 'F2' from 'F3'. Webster Bank, NA -- Long-term IDR to 'BBB' from 'BBB-'; -- Long-term deposits to 'BBB+' from 'BBB'; -- Subordinated Debt to 'BBB-' from 'BB+'; -- Short-term IDR to 'F2' from 'F3'. Webster Capital Trust IV -- Preferred Stock to 'BB+' from 'BB'. Webster Preferred Capital Corp -- Preferred Stock to 'BB+' from 'BB'. In addition, Fitch has affirmed these ratings: Webster Financial Corporation -- Individual at 'C'; -- Support at '5'; -- Support Floor at 'NF'. Webster Bank, NA -- Short-term Deposits at 'F2'; -- Individual at 'C'; -- Support at '5'; -- Support Floor at 'NF'. WELLS FARGO: Capital Improvement Cues Moody's to Affirm Ratings --------------------------------------------------------------- Moody's Investors Service announced that it has upgraded the unsupported ratings of Wells Fargo & Company and its subsidiaries. The upgrades reflect the company's continued improvement in its capital position -- driven by better than expected retained earnings -- which increases its flexibility to absorb future credit costs. The upgraded ratings include Wells Fargo Bank N.A.'s unsupported bank financial strength rating, which was raised to C+ from C, as well as the ratings on the company's hybrid securities, which are linked to the unsupported BFSR. The outlook on Wells Fargo's unsupported ratings is stable. At the same time, Moody's affirmed its supported ratings on Wells Fargo's deposits, senior debt, and senior subordinated debt. These include Wells Fargo Bank N.A.'s deposit and senior debt rating of Aa2 and senior subordinated debt rating of Aa3. Also affirmed were the A1 senior debt and A2 senior subordinated debt ratings of the holding company, Wells Fargo & Company. The supported ratings carry a negative outlook. The supported ratings still benefit from extraordinary ratings uplift based on Moody's current systemic support assumptions on Wells Fargo. The negative outlook on these supported ratings, however, reflects Moody's view that over time systemically important U.S. banks such as Wells Fargo are less likely to receive government support in the event of stress, in keeping with the tenets of the Dodd-Frank Act, which was signed into law this summer. Therefore, as the rules and regulations related to the Dodd-Frank Act are promulgated, the economic environment becomes less fragile, and the risks of an attempted unwind of systemically important institutions falls, Moody's is likely to reduce its systemic support assumptions to pre-crisis, or even lower, levels. Wells Fargo's guaranteed debt obligations issued under the FDIC's TLGP program were unaffected by the actions, and remain rated Aaa. Upgrades: Issuer: Central Fidelity Capital Trust I -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2 Issuer: CoreStates Capital I -- Preferred Stock Preferred Stock, Upgraded to A3 from Baa1 Issuer: CoreStates Capital II -- Preferred Stock Preferred Stock, Upgraded to A3 from Baa1 Issuer: CoreStates Capital III -- Preferred Stock Preferred Stock, Upgraded to A3 from Baa1 Issuer: First Union Capital I -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2 Issuer: First Union Capital II -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2 Issuer: First Union Institutional Capital I -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2 Issuer: First Union Institutional Capital II -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2 Issuer: Wachovia Capital Trust I -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2 Issuer: Wachovia Capital Trust II -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2 Issuer: Wachovia Capital Trust III -- Preferred Stock Preferred Stock, Upgraded to Baa3 from Ba1 Issuer: Wachovia Capital Trust IV -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2 Issuer: Wachovia Capital Trust IX -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2 Issuer: Wachovia Capital Trust V -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2 Issuer: Wachovia Capital Trust X -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2 Issuer: Wachovia Corporation -- Preferred Stock Preferred Stock, Upgraded to Baa3 from Ba1 -- Preferred Stock Preferred Stock, Upgraded to Baa3 from Ba1 Issuer: Wachovia Preferred Funding Corp. -- Preferred Stock Preferred Stock, Upgraded to Baa3 from Ba1 Issuer: Wells Fargo & Company -- Multiple Seniority Shelf, Upgraded to (P)Baa2, (P)Baa3 from (P)Baa3, (P)Ba1 -- Multiple Seniority Shelf, Upgraded to (P)Baa2, (P)Baa3 from (P)Baa3, (P)Ba1 Issuer: Wells Fargo Bank Northwest, N.A. -- Bank Financial Strength Rating, Upgraded to C+ from C Issuer: Wells Fargo Bank, N.A. -- Bank Financial Strength Rating, Upgraded to C+ from C Issuer: Wells Fargo Capital II -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2 Issuer: Wells Fargo Capital IV -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2 Issuer: Wells Fargo Capital IX -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2 Issuer: Wells Fargo Capital VII -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2 Issuer: Wells Fargo Capital VIII -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2 Issuer: Wells Fargo Capital X -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2 Issuer: Wells Fargo Capital XI -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2 Issuer: Wells Fargo Capital XII -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2 Issuer: Wells Fargo Capital XIII -- Preferred Stock Preferred Stock, Upgraded to Baa3 from Ba1 Issuer: Wells Fargo Capital XIV -- Preferred Stock Preferred Stock, Upgraded to Baa1 from Baa2 Issuer: Wells Fargo Capital XIX -- Preferred Stock Shelf, Upgraded to (P)Baa1 from (P)Baa2 Issuer: Wells Fargo Capital XV -- Preferred Stock Preferred Stock, Upgraded to Baa3 from Ba1 Issuer: Wells Fargo Capital XVI -- Preferred Stock Shelf, Upgraded to (P)Baa1 from (P)Baa2 Issuer: Wells Fargo Capital XVII -- Preferred Stock Shelf, Upgraded to (P)Baa1 from (P)Baa2 Issuer: Wells Fargo Capital XVIII -- Preferred Stock Shelf, Upgraded to (P)Baa1 from (P)Baa2 Issuer: Wells Fargo Capital XX -- Preferred Stock Shelf, Upgraded to (P)Baa1 from (P)Baa2 Outlook Actions: Issuer: Central Fidelity Capital Trust I -- Outlook, Changed To Stable From Rating Under Review Issuer: CoreStates Capital I -- Outlook, Changed To Stable From Rating Under Review Issuer: CoreStates Capital II -- Outlook, Changed To Stable From Rating Under Review Issuer: CoreStates Capital III -- Outlook, Changed To Stable From Rating Under Review Issuer: First Union Capital I -- Outlook, Changed To Stable From Rating Under Review Issuer: First Union Capital II -- Outlook, Changed To Stable From Rating Under Review Issuer: First Union Institutional Capital I -- Outlook, Changed To Stable From Rating Under Review Issuer: First Union Institutional Capital II -- Outlook, Changed To Stable From Rating Under Review Issuer: Wachovia Capital Trust I -- Outlook, Changed To Stable From Rating Under Review Issuer: Wachovia Capital Trust II -- Outlook, Changed To Stable From Rating Under Review Issuer: Wachovia Capital Trust III -- Outlook, Changed To Stable From Rating Under Review Issuer: Wachovia Capital Trust IV -- Outlook, Changed To Stable From Rating Under Review Issuer: Wachovia Capital Trust IX -- Outlook, Changed To Stable From Rating Under Review Issuer: Wachovia Capital Trust V -- Outlook, Changed To Stable From Rating Under Review Issuer: Wachovia Capital Trust X -- Outlook, Changed To Stable From Rating Under Review Issuer: Wachovia Corporation -- Outlook, Changed To Stable From Rating Under Review Issuer: Wachovia Preferred Funding Corp. -- Outlook, Changed To Stable From Rating Under Review Issuer: Wells Fargo & Company -- Outlook, Changed To Stable(m) From Rating Under Review Issuer: Wells Fargo Bank Northwest, N.A. -- Outlook, Changed To Stable(m) From Rating Under Review Issuer: Wells Fargo Bank, N.A. -- Outlook, Changed To Stable(m) From Rating Under Review Issuer: Wells Fargo Capital II -- Outlook, Changed To Stable From Rating Under Review Issuer: Wells Fargo Capital IV -- Outlook, Changed To Stable From Rating Under Review Issuer: Wells Fargo Capital IX -- Outlook, Changed To Stable From Rating Under Review Issuer: Wells Fargo Capital VII -- Outlook, Changed To Stable From Rating Under Review Issuer: Wells Fargo Capital VIII -- Outlook, Changed To Stable From Rating Under Review Issuer: Wells Fargo Capital X -- Outlook, Changed To Stable From Rating Under Review Issuer: Wells Fargo Capital XI -- Outlook, Changed To Stable From Rating Under Review Issuer: Wells Fargo Capital XII -- Outlook, Changed To Stable From Rating Under Review Issuer: Wells Fargo Capital XIII -- Outlook, Changed To Stable From Rating Under Review Issuer: Wells Fargo Capital XIV -- Outlook, Changed To Stable From Rating Under Review Issuer: Wells Fargo Capital XIX -- Outlook, Changed To Stable From Rating Under Review Issuer: Wells Fargo Capital XV -- Outlook, Changed To Stable From Rating Under Review Issuer: Wells Fargo Capital XVI -- Outlook, Changed To Stable From Rating Under Review Issuer: Wells Fargo Capital XVII -- Outlook, Changed To Stable From Rating Under Review Issuer: Wells Fargo Capital XVIII -- Outlook, Changed To Stable From Rating Under Review Issuer: Wells Fargo Capital XX -- Outlook, Changed To Stable From Rating Under Review Ratings Rationale The upgrade of Wells Fargo's unsupported ratings reflects the company's improved capital position. As a result, Wells Fargo now has strong financial flexibility to deal with expected losses from its large residential mortgage exposure, which stood at 43% of total loans as of September 30, 2010. Additionally, the company now has an improved ability to manage an even more severe environment for mortgage losses. "An important consideration in the upgrade was that its capital improvement enhances Wells Fargo's ability to respond to a possible spike in credit costs even if the U.S. economy contracted sharply", said Moody's Senior Vice President Sean Jones. Under this more stressful scenario, Moody's also assumed a spike in credit losses related to repurchasing residential mortgages sold to third parties. In late 2008, in order to acquire Wachovia Corporation, Wells Fargo took on extensive leverage at a time when it was facing significant life-time losses against its large residential mortgage portfolio. Since then it has taken a high percentage of these expected losses while building its capital on the back of its relatively high earnings, and some sizable capital issuances. Wells Fargo's improved capital position helps underpin its strong franchise centered on its number two position in a direct retail and commercial banking in the United States, supplemented by a large residential mortgage business. Since the Wachovia acquisition, this business mix has generated consistent high core profitability ratios and respectable net income profitability ratios even though loan-loss provisions have been at elevated levels. "Wells Fargo's capital build since the Wachovia acquisition has been impressive and has provided an improved ability to handle a downside economic scenario" added Mr. Jones. The stable outlook on the unsupported ratings reflects Wells Fargo's increased ability to absorb the possibility of a near term sharp contraction in the economy. Upward rating pressure would emerge if this ability was further enhanced by Wells Fargo building its capital. Moody's expects that Wells Fargo should deliver substantial earnings, but also expects that initiatives by management to reduce capital retention through stock repurchases or increased dividends may be forthcoming -- and could thus temper ratings improvements. Moody's last rating action on Wells Fargo was on September 8, 2010, when it placed the company's unsupported ratings, including its BFSR and the ratings on its hybrid securities, on review for possible upgrade. Wells Fargo & Company is headquartered in San Francisco, California and its reported assets were $1.2 trillion as of September 30, 2010. WOODSIDE GROUP: Has $101 Million Comprehensive Settlement --------------------------------------------------------- Castellammare Advisors, LLC, trustee for the Woodside Litigation Trust, has asked the U.S. Bankruptcy Court for the Central District of California to approve a settlement that would resolve and aid in the administration of the bankruptcy cases of Woodside Group, LLC, et al. The trustee relates that the settlement agreement, together with the associated proposed settlement agreement with The Liberty Liquidating Trust/Alameda Investments, LLC, provides for the resolution of all claims between the former Debtors and their former shareholders and senior management. On November 26, the Alameda and Liberty Trusts, Ezra Nilson, as representative for the Nilson Group, and the Litigation Trust, among others, entered into a Settlement Agreement and Release that provides for the settlement of all of the Liberty and Alameda related claims and issues. In addition, on the effective date of the Liberty/Alameda Settlement Agreement, all of the Nilson Loan Claims scheduled on Liberty's schedules of assets and liabilities totaling $14.27 million will be transferred and assigned to the Litigation Trust. While the value of any the assigned claims to the Litigation Trust is dependent upon the resolution of other matters by the Liberty Trust and is likely to be quite limited (or nonexistent), the assignment ensures that any available recovery from the Liberty Trust will go to creditors rather than to the former shareholders. The proposed settlement provides for: -- dismissal of all pending litigation, including adversary proceedings; -- resolution of all outstanding claims and scheduled amounts relating to the former shareholders and senior management, including all pending and potential objections thereto; -- an immediate initial payment by certain members of the Nilson Group of approximately $98 million in cash, and a potential additional payments of approximately $3 million in cash, or total potential settlement payment of $101 million. The Debtors need to resolve all of the causes of action and claims at issue with, among others: a) the Litigation Trustee for the Litigation Trust; b) JPMorgan Chase Bank, N.A., individually and as administrative agent, Bank of America, N.A., KeyBank National Association, Regions Bank, Union Bank of California, N.A., Comerica Bank, Sun Trust Bank, Bank of the West, First Commercial Bank, Wells Fargo, N.A., U.SA. Bank National Association, Wachovia Bank, N.A.; c) Pleasant Hill Investments, LC; d) Woodside Group, LLC; e) PH Holding, LLC; f) Woodside Homes of Nevada, Inc.; and g) the Nilson Group. The Debtors propose a hearing on the settlement on December 29, 2010, at 11:00 a.m. About Woodside Group Headquartered in North Salt Lake, Utah, Woodside Group LLC http://www.woodside-homes.com/-- is the parent company of multiple subsidiaries and through approximately 185 of those subsidiaries is primarily engaged in homebuilding operations in eight states. The operations of the Woodside Group are financed through Woodside Group's affiliate Pleasant Hill Investments, LC. Woodside Group, Pleasant Hill Investments and each of the 185 subsidiaries are the Debtors. Woodside Group also has subsidiaries and affiliates that are not debtors. On March 31, 2008, Woodside AMR 107, Inc., and Woodside Portofino, Inc., filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. On August 20, 2008, an Ad Hoc Group of Noteholders commenced the filing of involuntary petitions against the Debtors (other than AMR 107 and Portofino). On August 20, 2008, JPMorgan Chase Bank, N.A., on behalf of the Bank Group, commenced the filing of certain Joinders in the Involuntary Petition. On September 16, 2008, the Debtors filed a "Consolidated Answer to Involuntary Petitions and Consent to Order for Relief" and the Court entered the "Order for Relief Under Chapter 11." The Debtors are jointly administered under Case No. 08-20682. The Bankruptcy Cases are currently pending before the Honorable Peter Carroll in the United States Bankruptcy Court for the Central District of California (Riverside). Harry D. Hochman, Esq., Jeremy V. Richards, Esq., Linda F. Cantor, Esq., and Maxim B. Litvak, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, represent the Debtors as counsel. During 2007, the Woodside entities generated revenues exceeding $1 billion on a consolidated basis. As of December 31, 2007, the Woodside Entities had consolidated assets and liabilities of approximately $1.5 billion and $1.1 billion, respectively. As of the September 16, 2008 petition date, the Debtors have approximately $70 million in cash. The Woodside Entities employ approximately 494 employees. In its schedules, Woodside Group, LLC, disclosed total assets of $1,000,285,578 and total liabilities of $691,352,742. The schedules are unaudited. W.R. GRACE: Proposes to Settle Massachusetts Tax Claims ------------------------------------------------------- W.R. Grace & Co. and its debtor affiliates seek authority from Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the District of Delaware to enter into a settlement agreement resolving claims filed by the Commissioner of Revenue of the Commonwealth of Massachusetts. The Commissioner filed 36 claims for prepetition corporate taxes, associated penalties and prepetition interest aggregating more than $111 million. The Debtors and the Commissioner have already resolved 26 of the Claims. Ten claims aggregating more than $35 million remain unresolved. The Settlement Agreement allows the Commissioner a $15,001,905 allowed priority tax claim comprising of a $9,632,566 settled tax amount and a $5,369,339 prepetition interest. The amount will be paid to the Commonwealth prior to January 31, 2011, in exchange for the Commissioner agreeing to a postpetition interest amount of $0. The Debtors estimate that paying the Allowed Massachusetts Priority Tax Claim Amount immediately instead of paying it on or after the effective date of the Debtors' Plan of Reorganization will save their estates more than approximately $7 million in postpetition interest and the additional postpetition interest that would otherwise accrue between year's end and the date on which the Allowed Massachusetts Priority Tax Claim Amount is ultimately paid. Judge Fitzgerald will convene a hearing on January 10, 2010, to consider approval of the request. Objections are due December 23. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring effort. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing wrapped up on January 25. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) W.R. GRACE: Presents Settlement with CNA Companies -------------------------------------------------- W.R. Grace & Co. and its debtor affiliates ask the U.S. Bankruptcy Court for the District of Delaware to approve a settlement they entered into with Continental Casualty Company and Continental Insurance Company. The CNA Companies issued to one or more of the Debtors certain policies of insurance that provide, or are alleged to provide, insurance coverage for asbestos-related claims. These policies include three primary liability policies and 16 high-level excess policies. The excess policies provide a total of approximately $158 million in aggregate limits for products/completed operations. The CNA Companies and the Debtors have been engaged in multiple coverage litigations over the past 25 years and have previously entered into five separate settlement agreements that address certain disputes regarding certain aspects of various of the policies. Significant coverage issues, however, remain in dispute between the parties. In addition, the CNA Companies have filed numerous proofs of claim in the Debtors' Chapter 11 cases and have objected to the confirmation of the Debtors' Plan of Reorganization. Following extensive negotiations lasting well over a year, the CNA Companies and the Debtors, with the support of the Asbestos Personal Injury Future Claims Representative and the Official Committee of the Asbestos Personal Injury Claimants, have entered into the settlement to effectuate both a comprehensive resolution of all remaining disputes with respect to the "Subject Policies" and the withdrawal of the CNA Companies' objections to confirmation of the Plan. Pursuant to the Settlement, the CNA Companies agree to pay $84 million to the Asbestos PI Trust in seven annual installments. The first payment is due within 30 days of the effective date of the Plan, with the remaining six payments due on the first through sixth anniversary dates of the effective date. The Settlement resolves all disputes relating to any alleged remaining coverage and other obligations of the CNA Companies, as well as any alleged obligations of the Debtors, under the Subject Policies. The Subject Policies covered by the settlement include all known and unknown policies, or portions of the policies, issued to a Grace Party by any of the CNA Companies with a policy period incepting prior to June 30, 1985, that actually or potentially provide insurance coverage for any Asbestos-Related Claims, except that the Subject Policies do not include any rights or obligations under an insurance policy to the extent that those rights or obligations pertain solely to coverage for Workers' Compensation Claims. The Settlement also resolves disputes relating to coverage for Asbestos-Related Claims. For purposes of the Settlement, "Asbestos-Related Claims" include any claims made against the Debtors or the Asbestos PI Trust, or any claims made against the CNA Companies by reason of the CNA Companies' provision of insurance or insurance services to the Debtors, based on or arising out of the presence of, or exposure to, asbestos or asbestos-containing vermiculite, or any products, materials, or wastes containing asbestos or asbestos-containing vermiculite for which any of the Debtors is alleged to be liable. Asbestos- Related Claims do not, however, include Workers' Compensation Claims. In addition, the Settlement resolves any potential disputes relating to coverage for Asbestos-Related Claims under the 1984-85 policy and all post-June 30, 1985 insurance policies issued by the CNA Companies to any of the Debtors. The parties agree that these policies exclude coverage for asbestos claims. The CNA Companies also release any rights they have against the Debtors, under the prior agreements or otherwise, to defense and indemnity for Asbestos-Related Claims asserted against the CNA Companies. The CNA Companies relinquish any rights they have to make Indirect PI Trust Claims against the Asbestos PI Trust should the CNA Companies be held liable to a third party for injuries caused by that third party's exposure to asbestos or asbestos- containing vermiculite for which any of the Debtors are alleged to be liable. Under the Settlement, the Asbestos PI Trust, under certain circumstances, will seek to enforce the application of the Asbestos PI Channeling Injunction against any Asbestos-Related Bodily Injury Claims that may be made against the CNA Companies by third parties, up to a limit of $1 million in litigation costs. Should any of those claims not be enjoined, or if they are resolved under certain circumstances, then the Asbestos PI Trust will indemnify the CNA Companies for any settlements entered into by the CNA Companies or judgments entered against them with respect to Asbestos-Related Bodily Injury Claims, up to $13 million. Thus, the maximum amount that the Asbestos PI Trust could incur in respect of those obligations is $13 million. Pursuant to the Settlement, the CNA Companies will immediately suspend prosecution of their objections to the Plan, to Confirmation of the Plan, and to the Debtors', the Asbestos PI Committee's, or the Asbestos PI FCR's motions or applications pending in the case, and will suspend prosecution of Claim Nos. 13966 to 14027 to the extent these claims relate to Asbestos- Related Claims. Upon final approval of the Settlement, the CNA Companies will withdraw all of their objections to the Plan and consent to the assignment of Asbestos Insurance Rights to the Asbestos PI Trust. Claim Nos. 13966 to 14027 will be deemed withdrawn with prejudice to the extent they relate to Asbestos-Related Claims. The Settlement further provides that, upon the Asbestos PI Trust's receipt of the Initial Payment, the Subject Policies will be sold to the CNA Companies free and clear of all liens, claims and encumbrances. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring effort. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing wrapped up on January 25. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) W.R. GRACE: Asks for OK of Deal with Swiss Reinsurance ------------------------------------------------------ W.R. Grace & Co. and its debtor affiliates ask the U.S. Bankruptcy Court for the District of Delaware to approve a settlement agreement and mutual release they entered into with Swiss Reinsurance Company Limited and European Reinsurance Company of Zurich Limited, formerly known as European General Reinsurance Company of Zurich Limited. Swiss Re issued six policies of excess liability insurance that provide, or are alleged to provide, insurance coverage to Grace. The Subject Policies provide coverage of $11 million in the aggregate for products or completed operations. Grace has incurred and may incur in the future certain liabilities, expenses and losses arising out of asbestos-related claims, for which Grace seeks coverage under the Subject Policies. Disputes have arisen between Grace and Swiss Re regarding their rights and obligations under the Subject Policies with respect to coverage for asbestos-related claims. To resolve the disputes, the Debtors and Swiss Re entered into the Agreement. According to the Debtors, the Agreement confers these benefits to their estates: (a) The payment of Swiss Re to the Asbestos Personal Injury Trust of $6,750,000 within 30 days of the "trigger date" as defined in the Agreement. (b) The payment of the amount by Swiss Re without the need for litigation to enforce the assignment by Grace to the Trust of rights under the Subject Policies. (c) A compromise of defenses that Swiss Re might have with respect to coverage for any individual Asbestos PI Claim. The Agreement also includes a complete, mutual release of all claims under the Subject Policies and is structured as a sale of property pursuant to Section 363 of the Bankruptcy Code. The Agreement provides that if the Debtors' Plan of Reorganization is confirmed, the Trust, at its own expense, will enforce the Asbestos PI Channeling Injunction with respect to Asbestos PI Claims subject to the Asbestos PI Channeling Injunction that are asserted against Swiss Re under the Subject Policies, provided that the Trust's obligation in this respect is limited to expending a sum not to exceed the amount received by the Trust in settlement. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring effort. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace and its debtor affiliates, with the support of the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, have submitted a proposed Chapter 11 plan of reorganization. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. The Plan confirmation hearing wrapped up on January 25. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) X-RITE INCORPORATED: Moody's Upgrades Corp. Family Rating to 'B2' ----------------------------------------------------------------- Moody's Investors Service upgraded X-Rite, Incorporated's corporate family rating to B2 from B3 and the rating on the first lien senior secured credit facilities to B1 from B2. The probability-of-default rating was affirmed at B3. The rating on the second lien term loan was withdrawn following its recent redemption. The ratings outlook was revised to positive from negative. The speculative grade liquidity rating was upgraded to SGL-2 from SGL-3. Ratings upgraded: -- Corporate family rating to B2 from B3; -- $40 million senior secured revolving credit facility due 2012 to B1 (LGD3, 31%) from B2 (LGD3, 42%); -- $131 million first lien senior secured term loan due 2012 to B1 (LGD3, 31%) from B2 (LGD3, 42%). Rating affirmed: -- Probability-of-default rating at B3. Rating withdrawn: -- Second lien senior secured term loan due 2013 at Caa2 (LGD6, 91%). Ratings Rationale The upgrade acknowledges X-Rite's improved operating performance and reflects Moody's expectation of continued organic revenue/earnings growth and sustained operating margins. The upgrade also considers improved end-market conditions and global demand trends. X-Rite's B2 corporate family rating reflects modest scale, the cyclicality of the business as evidenced by the significant contraction that occurred in 2009, and limited asset protection from a very small base of tangible assets. Notwithstanding these concerns, the rating is supported by the company's moderate leverage with debt to EBITDA below 4.5 times, good interest coverage metrics, its competitive position as a full range provider of color management systems and solutions, good geographic diversity, material cost reduction activities, modest capital expenditure requirements, and positive cash flows. The rating also derives support from the relatively stable competitive landscape, the mission-critical nature of its products with high switching costs, and its large installed base of customers. The positive outlook reflects Moody's expectation that X-Rite will continue to organically expand its revenues and earnings near- term. Absent an exogenous event, X-Rite's ratings could be upgraded if it maintains profitability levels such that debt to EBITDA is sustained below 4.0 times and continues to generate positive free cash flow while maintaining a conservative financial policy with respect to acquisitions and shareholder enhancement activities. While recognizing the potential for an upgrade of the corporate family rating to B1, additional ratings momentum is likely constrained by the company's modest scale. The ratings and/or outlook could be pressured if a deterioration in end-market conditions causes operating performance to deteriorate such that debt to EBITDA approaches 5.0 times or EBITA coverage of interest expense falls below 1.5 times. If the company's liquidity profile weakens through reduced covenant cushion or increased revolver borrowings, this could also pressure the ratings. While not expected, debt financed acquisitions or aggressive shareholder enhancement activities could also pressure the ratings and/or outlook. The upgrade of the speculative grade liquidity rating to SGL-2 from SGL-3 reflects Moody's expectation that X-Rite's liquidity profile will remain good in the near-term, supported by available capacity under its revolving credit facility, expectations for positive cash flow, good flexibility under financial covenants, and modest near-term debt maturities. The affirmation of the B3 probability-of-default rating, one level below the corporate family rating incorporates a change to a 65% recovery rate given that the capital structure now largely consists of first lien bank debt following the recent redemption of the second lien term loan, consistent with Moody's Loss Given Default Methodology. X-Rite, Incorporated, headquartered in Grand Rapids, Michigan, is a provider of color measurement systems offering hardware, software, and support solutions that ensure color accuracy. For the twelve months ended October 2, 2010, X-Rite reported sales of approximately $214 million. * Consumer Bankruptcy Filings Drop 13% in November -------------------------------------------------- U.S. consumer bankruptcy filings totaled 114,587 nationwide during November, a 13.3% drop from the 132,173 total consumer filings recorded in October, according to ABI, relying on data from the National Bankruptcy Research Center. Dow Jones' Small Cap reports that many struggling companies tapped robust debt markets this year to stave off final reckonings. But a flurry of recent bankruptcy filings suggests the corporate carnage set off by the financial crisis isn't done yet, according to Dow Jones. * Mounting State Debts Stoke Fears of a Looming Crisis ------------------------------------------------------ American Bankruptcy Institute reports that while no state has defaulted since the Great Depression, and only a handful of cities have declared bankruptcy or are considering doing so, the finances of some state and local governments are so distressed that some analysts say they are reminded of the debt crisis hitting nations in Europe. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- Dec. 9-11, 2010 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Camelback Inn, a JW Marriott Resort & Spa, Scottsdale, Ariz. Contact: 1-703-739-0800; http://www.abiworld.org/ January 26-28, 2011 TURNAROUND MANAGEMENT ASSOCIATION TMA Distressed Investing Conference Aria Las Vegas Contact: http://www.turnaround.org/ Jan. 27-28, 2011 AMERICAN BANKRUPTCY INSTITUTE Rocky Mountain Bankruptcy Conference Westin Tabor Center, Denver, Colo. Contact: 1-703-739-0800; http://www.abiworld.org/ Feb. 3-5, 2011 AMERICAN BANKRUPTCY INSTITUTE Caribbean Insolvency Symposium Westin Casuarina Resort & Spa, Grand Cayman Island Contact: 1-703-739-0800; http://www.abiworld.org/ Feb. 24-25, 2011 AMERICAN BANKRUPTCY INSTITUTE Valcon Four Seasons Las Vegas, Las Vegas, Nev. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 4, 2011 AMERICAN BANKRUPTCY INSTITUTE Bankruptcy Battleground West Hyatt Regency Century Plaza, Los Angeles, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 7-9, 2011 AMERICAN BANKRUPTCY INSTITUTE Conrad Duberstein Moot Court Competition Duberstein U.S. Courthouse, New York, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 10, 2011 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts - Florida Tampa, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 10-12, 2011 AMERICAN BANKRUPTCY INSTITUTE SUCL/ Alexander L. Paskay Seminar on Bankruptcy Law and Practice Marriott Tampa Waterside, Tampa, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 17-19, 2011 AMERICAN BANKRUPTCY INSTITUTE Byrne Judicial Clerkship Institute Pepperdine University School of Law, Malibu, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 31-Apr. 3, 2011 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ April 27-29, 2011 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference JW Marriott, Chicago, IL Contact: http://www.turnaround.org/ May 5, 2011 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts - New York City Association of the Bar of the City of New York, New York, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ May 6, 2011 AMERICAN BANKRUPTCY INSTITUTE New York City Bankruptcy Conference Hilton New York, New York, N.Y. Contact: 1-703-739-0800; http://www.abiworld.org/ June 6, 2011 AMERICAN BANKRUPTCY INSTITUTE Canadian-American Cross-Border Insolvency Symposium Fairmont Royal York, Toronto, Ont. Contact: 1-703-739-0800; http://www.abiworld.org/ June 9-12, 2011 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, Mich. Contact: http://www.abiworld.org/ July 21-24, 2011 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Hyatt Regency Newport, Newport, R.I. Contact: 1-703-739-0800; http://www.abiworld.org/ July 27-30, 2011 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Sanctuary at Kiawah Island, Kiawah Island, S.C. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 4-6, 2011 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hotel Hershey, Hershey, Pa. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 14, 2011 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Tampa Convention Center, Tampa, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. __, 2011 AMERICAN BANKRUPTCY INSTITUTE International Insolvency Symposium Dublin, Ireland Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 25-27, 2011 TURNAROUND MANAGEMENT ASSOCIATION Hilton San Diego Bayfront, San Diego, CA Contact: http://www.turnaround.org/ Dec. 1-3, 2011 AMERICAN BANKRUPTCY INSTITUTE 23rd Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ April 3-5, 2012 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference Grand Hyatt Atlanta, Atlanta, Ga. Contact: http://www.turnaround.org/ Apr. 19-22, 2012 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ July 14-17, 2012 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Ritz-Carlton Amelia Island, Amelia Island, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 2-4, 2012 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay, Cambridge, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ November 1-3, 2012 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Westin Copley Place, Boston, Mass. Contact: http://www.turnaround.org/ Nov. 29 - Dec. 2, 2012 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference JW Marriott Starr Pass Resort & Spa, Tucson, Ariz. Contact: 1-703-739-0800; http://www.abiworld.org/ April 10-12, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference JW Marriott Chicago, Chicago, Ill. Contact: http://www.turnaround.org/ October 3-5, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Wardman Park, Washington, D.C. Contact: http://www.turnaround.org/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. Last Updated: November 30, 2010 ********* 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 ***