/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/101209.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, December 9, 2010, Vol. 14, No. 341 Headlines 1600 TRADING: Court Sets December 16 Hearing to Confirm Plan ACTIVANT SOLUTIONS: S&P Raises Corporate Credit Rating to 'B' ALLIANT HOLDINGS: Moody's Affirms 'B3' Corporate Family Rating ALLY FINANCIAL: Reports Results of Registered Exchange Offer ALTERNATE FUELS: Court Denies Stockholder's Dismissal Motion AMERICAN INT'L: Inks Master Agreement on Recapitalization Plan AMERICAN INT'L: Closes Sale of $2 Billion of Notes AMERICAN INT'L: Fairholme Capital Discloses 29% Equity Stake ASTON-NEVADA: 9th Cir. Lets Lawyer with Bad Client Off the Hook ATKORE INTERNATIONAL: Moody's Puts 'B3' Rating on $410 Mil. Notes ATKORE INTERNATIONAL: S&P Assigns 'B+' Corporate Credit Rating AVP PRO BEACH: Auction for Assets Set for Dec. 15 BANNING LEWIS: Ranch Seeks Court OK to Sell Lots, Obtain Loan BARRY NEIL SHRUM: Court Rules on David Tyree et al. Suit BELO CORPORATION: Fitch Affirms 'BB-' Issuer Default Rating BERNARD L MADOFF: Trustee Files Suit Against Tremont Funds BERNARD L MADOFF: Trustee Seeks $1-Bil. from 7 Global Banks BERNARD L MADOFF: Picard Sues Kin, Ex-D&Os and Foundations BERNARD L MADOFF: District Court Affirms "Net Equity" Definition BERRY PLASTICS: Completes Tender Offers to Purchase 2nd Lien Notes BIOLASE TECHNOLOGY: Names Former Audit Partner as New CFO BION ENVIRONMENTAL: MileStone to Provide $1.5-Mil. Line of Credit BLUE DOLPHIN: Cures Nasdaq Bid Price Deficiencies BRIGHAM EXPLORATION: Registers 777,200 Shares for Stock Options CAESARS ENTERTAINMENT: Fitch Assigns 'CCC' Issuer Default Rating CARL YECKEL: Court Rules on Dispute Over Exemptions CARLTON HOTEL: Case Summary & 20 Largest Unsecured Creditors CATHOLIC CHURCH: Wilm.'s Disc. Statement Hearing Moved to Jan. 4 CATHOLIC CHURCH: J. Vai Awarded $33MM vs. Deluca & St. Elizabeth CDX GAS: Court Grants Ex-Supervisor's $17,850 Claim CEDAR CITY: Case Summary & 20 Largest Unsecured Creditors CENTRO NP: Unit Sells Stake in 25 Malls to Inland American CHINA SHENGHUO: NYSE Amex Accepts Firm's Compliance Plan CLAIRE'S STORES: Files Form 10-Q; 3rd Qtr. Net Income at $3.65MM CLEMENT CARINALLI: Plan of Reorganization Declared Effective CONTINENTAL AIRLINES: To Issue $427MM in Notes to Buy Planes CONVATEC HEALTHCARE: S&P Assigns 'B+' Corporate Credit Rating COPPER KING: Gets Nod to Hire Levene Neale as Gen. Bankr. Counsel COPPER KING: Committee Gets Nod to Hire McGuireWoods as Counsel CREDIT-BASED ASSET: Cleared to Auction Management Business Jan. 10 CREDIT-BASED ASSET: Taps Wilmington Trust to Creditors Committee CRYSTAL CATHEDRAL: Predicts Positive 6-Months' Cash Flow DB CAPITAL: BAP Says Manager Has No Authority to File Petition DENTON LONE: Files Amended Disc. Statement; January 10 Hearing Set DIVINE SQUARE: Voluntary Chapter 11 Case Summary EAST CAMERON: Plan to be Confirmed After Plan Modification EMIGRANT BANCORP: Fitch Affirms 'B-' Issuer Default Ratings EMIR PHILLIPS: Disbarment Fines Not Discharged in Bankruptcy EMPIRE ONE: Gets OK to Conduct Auction on January 14 EXPERT PROPERTIES: Voluntary Chapter 11 Case Summary FANITA RANCH: Court Rules on Compass Bank Suit FELIM M FHIMA: Files New Schedules of Assets and Liabilities FIRST FEDERAL: Names BKD LLP as New Principal Accountant FRASER PAPERS: Obtains Canada Nod to Sell New Hampshire Mill GARY REGESTER: Voluntary Chapter 11 Case Summary GELTECH SOLUTIONS: Lincoln Park to Sell 2,500,000 Shares GENARO MENDOZA: Court Confused, Wants Pleadings Clarified GENERAL MOTORS: Old GM Wins Final Court Nod of Plan Outline GENERAL MOTORS: Says Smith's $75-Trillion Claim "Unintelligible" GENERAL MOTORS: Wants $223 Million in Claims Expunged GOMERA GOVI: Case Summary & 20 Largest Unsecured Creditors GTC BIOTHERAPEUTICS: Raises $18.3 from Sale of Equity to LFB HARGRAY HOLDINGS: S&P Affirms 'B' Corporate Credit Rating HARMAN GROUP: Voluntary Chapter 11 Case Summary HAROLD LAMPE: Court Disallows Granddaughter's Claim HAROLD ROSBOTTOM: Trustee Has Green Light to Sell Mineral Assets HDT WORLDWIDE: S&P Assigns 'B' Long-Term Corporate Credit Rating HERITAGE CONSOLIDATED: Dec. 15 Disclosure Statement Hearing Set HICO FLEX: Case Summary & 20 Largest Unsecured Creditors HRAF HOLDINGS: Court OKs Utah Property Sale to Feinbergs IA GLOBAL: Extends Contract with CEO Until March 2011 INTELSAT JACKSON: S&P Assigns 'BB-' Rating on $2.85 Bil. Loan ISLE OF CAPRI: Moody's Downgrades Corporate Family Rating to 'B3' ISTAR FINANCIAL: To Buy Back $312MM of 2nd Priority 2014 Notes INT'L BANKING: $27MM to Stay in US Pending Bahrain Recognition J&K WRIGHT: Case Summary & Largest Unsecured Creditor JACK HARRIS: Case Summary & 13 Largest Unsecured Creditors JOHN NAGEL IRWIN: Joseph Forte Receiver Seeks Rule 2004 Discovery KENAN ADVANTAGE: S&P Affirms 'BB-' Long-Term Corp. Credit Rating KEYSTONE AUTOMOTIVE: Moody's Cuts Corporate Family Rating to 'Ca' KICKERS ALL: Case Summary & 20 Largest Unsecured Creditors KY USA ENERGY: Farm-Out Agreements Aren't Executory Contracts LANDAMERICA FIN'L: Planet Data Tapped by LeClairRyan LIGHTHOUSE FINANCIAL: Files for Chapter 11 in Manhattan LIGHTHOUSE FINANCIAL: Voluntary Chapter 11 Case Summary LLOYD MCEWAN: Case Summary & 3 Largest Unsecured Creditors LOCAL INSIGHT: James Stirbis Resigns as VP, Controller and CAO LOUISE GREER: Antioch Property Belongs to Foreclosure Buyer MAGIC BRANDS: Plan Exclusivity Expires Jan. 18 MICHAEL KIRKBRIDE: Successor Creditor Bound by Confirmed Plan MIGHTY FORTRESS: Filed for Ch. 11 to Address $7-Mil. Debt MILLENNIUM BANK: N.D. Tex. Ct. Appoints Roper as Receiver MILLIPORE CORP: S&P Raises Ratings on $565 Mil. Notes From 'BB-' MOHAMMED KHAN: Case Summary & 5 Largest Unsecured Creditors MPI AZALEA: Plan Outline Hearing Scheduled for December 29 NATIONAL COAL: To Default on Notes Absent Merger by Dec. 15 NATIONAL PROCESSING: S&P Withdraws 'B+' Corporate Credit Rating NE 40 PARTNERS: Trustee's Pleading Standard Isn't Relaxed NEUROLOGIX INC: Gets $7-Mil. in Add'l Financing from Investors NEW CLINTON AUTO: Court Dismisses Case for Lack of Docs NEW MEXICO SOFTWARE: Reports $11,000 Net Income in Q3 2010 NEXTAG INC: S&P Assigns 'BB-' Corporate Credit Rating NEXEN INC: Moody's Reviews 'Ba1' Rating on Subordinated Notes NIKOLAY BURDEYNYY: Case Summary & 17 Largest Unsecured Creditors NORTH GENERAL HOSPITAL: PBGC Assumes Underfunded Pension Plan OFFSHORE WARRIORS: Case Summary & 11 Largest Unsecured Creditors ON ASSIGNMENT: S&P Withdraws 'B+' Corporate Credit Rating OSG FARMS: Voluntary Chapter 11 Case Summary PANTHER BROOK: Case Summary & 6 Largest Unsecured Creditors PATRICK HACKETT: Says It Has Enough Resources for Restructuring PATSY CAMPBELL: Faces Off With Lender in Foreclosure Case PHILLIPS RENTAL: Case Summary & 3 Largest Unsecured Creditors PLUG POWER: Receives NASDAQ Notice of Non-Compliance POE FINANCIAL: Takeout Bonuses Were Capital Contributions POINT BLANK: Shareholders, Creditors Nab $25MM Replacement Loan POINT BLANK: Filed Suit to Unravel Settlement POSITRON CORP: Seeks Withdrawal of Form SB-2 Statement PRECISION OPTICS: Extends Notes' Maturity Date Until December 17 QUALITEST PHARMACEUTICALS: S&P Withdraws 'B' Corp. Credit Rating R&G FINANCIAL: Court Extends Automatic Stay to R&G Investments RASER TECHNOLOGIES: 2 Executives Move to Via Motors REHABCARE GROUP: Moody's Affirms 'Ba3' Corporate Family Rating REMY INTERNATIONAL: Moody's Assigns 'B1' Corporate Family Rating RES-CARE INC: Moody's Assigns 'B1' Corporate Family Rating RES-CARE INC: S&P Affirms Corporate Credit Rating at 'B+' ROBERT MALLIEN: Case Summary & 20 Largest Unsecured Creditors ROBERT MORAN: Case Summary & 20 Largest Unsecured Creditors RONNIE RATLEDGE: Case Summary & 18 Largest Unsecured Creditors ROTHSTEIN ROSENFELDT: Trustee Sues Gibraltar Bank S & V INVESTMENT: Court Dismisses Case for Lack of Docs SGS INTERNATIONAL: S&P Assigns 'BB' Rating on Senior Loan SI ORGANIZATION: S&P Assigns 'B' Corporate Credit Rating SM PROPERTIES-1: Case Summary & 2 Largest Unsecured Creditors SMART ONLINE: IDB Agrees to Provide $6.5 Million Facility SOUTH BAY PROPERTIES: Court Denies Contractor's Motion to Dismiss SOUTHERN FAMILY: Takeout Bonuses Were Capital Contributions SPIRO & SONS: Case Summary & 3 Largest Unsecured Creditors STANDARD PACIFIC: Fitch Assigns 'B-/RR4' Rating on $650 Mil. Notes STANDARD PACIFIC: Moody's Assigns 'B3' Rating to $650 Mil. Notes STANDARD PACIFIC: S&P Raises Corporate Credit Rating to 'B+' STERLING ESTATES: Has Deal for Cash Collateral Use Until Dec. 17 STILLWATER MINING: Slightly Lowers Production Guidance for 2010 TALON INT'L: Eliminates Classified Board of Directors THOMAS MARTIN: Travelers' Motion for Sanctions Held in Abeyance TRIBECA LOFTS: Case Summary & 17 Largest Unsecured Creditors TRIBUNE CO: Proponents Further Fine Tune Competing Plans TRIBUNE CO: Wants Rule 2004 Exam on Resigned EVP TRIBUNE CO: Wants to Stay Prosecution of Avoidance Actions TRICO MARINE: Court OKs Sale of Trico Mystic & Trico Moon to PACC TRICO MARINE: Tennenbaum Consents to Use of its Cash Collateral UNITED TRUST OF SWITZERLAND: Court Appoints Roper as Receiver US FIDELIS: U.S. Trustee Adds Ion Media to Creditors Panel US SECURITY: Moody's Gives Positive Outlook; Affirms 'B1' Rating VALENCE TECH: Berg & Berg Buys About 3.7 Million Common Stock VALLEY CITY STEEL: Ohio App. Ct. Reverses Contribution Suit Ruling VAN ZANT: Case Summary & 4 Largest Unsecured Creditors VERMILLION INC: 3 Directors Reappointed, Incentive Plan Approved VION PHARMACEUTICALS: Court OKs Sale of Triapine for $25,000 VITESSE SEMICONDUCTOR: Lowers Net Loss to $20-Mil. in Fiscal 2010 W E GARRISON: IRS Has No Interest in Travelers' Funds WASHINGTON MUTUAL: Funds Defend Securities Suit WASTE2ENERGY HOLDINGS: Defaults on 12% Sr. Convertible Debentures WB SANCTUARY: Voluntary Chapter 11 Case Summary WECK CORP: American Retail Flagship Acquires Gracious Home WES CONSULTING: Reports 29% Growth in Sales Revenue WEST LAND: Voluntary Chapter 11 Case Summary WHITTON CORPORATION: Case Summary & 12 Largest Unsecured Creditors WINCOPIA FARMS: U.S. Trustee Wants Case Dismissed or Converted WINWARD INSTITUTE: Appeals Court Affirms Ruling in Tax Case W.R. GRACE: Amends GR 2008 Asset Purchase Agreement W.R. GRACE: Wants Disallowance of N.Y. Hillside Claim W.R. GRACE: To Sell Greenville Property for $778,100 X-RITE INC: S&P Raises Corporate Credit Rating to 'B+' Z TRIM HOLDINGS: Reports Record Output in September to November * Bankruptcies Through November Already Match 2009 * Equifax Study Shows Small Business Bankruptcies Rise and Fall * Moody's: Global Default Rate Fell to 3.3% in November 2010 * Gerson Law Firm Apc Charts Coast to Coast Receivership Cases * McDonald Hopkins Taps Quinlisk as Chair of Securities Practice * Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ********* 1600 TRADING: Court Sets December 16 Hearing to Confirm Plan ------------------------------------------------------------ The Honorable Brenda T. Rhoades, Chief Judge of the U.S. Bankruptcy Court for the Eastern District of Texas, has entered an order conditionally approving the disclosure statement, as amended, explaining the proposed Chapter 11 plan of 1600 Trading Co., L.P. The Bankruptcy Court fixed December 14, 2010, as the last day for filing and serving written acceptances or rejections of the Plan. Written objections to confirmation of the Plan must also be filed and served before said date. The hearing date for the final approval of the Disclosure Statement and confirmation of the Plan is set for December 16, 2010. According to the Disclosure Statement, as amended, under the Plan, the Debtor intends to pay its current indebtedness through an orderly sale of its assets, which primarily consist of airplane parts. The sales will be completed within 48 months of the effective date of the Plan. Upon the Plan's confirmation, the airplane parts will be transferred to the plan trustee to be sold in accordance with the terms of the liquidation trust. Under the Plan: * Holders of administrative claims (Class 1) are not impaired. Class 1 claimants will be paid in full in cash. * Secured claimants PlainsCapital Bank (Class 2) and TIMCO Engine Center Inc. (Class 3) are impaired: -- Plains Capital, with an allowed claim of $5,016,783, will retain its collateral and will be paid in accordance with the terms of the Plan Trust until it is paid in full. -- TIMCO Engine, with an allowed claim of $486,833, will retain its collateral on the Michigan Inventory, and will be paid by the Plan Trustee in full with interest at the rate of 6% per annum from November 1, 2010. * Unsecured creditors (Class 4) are impaired. Allowed unsecured creditors will share pro rata in payment made by the Plan Trustee on a quarterly basis after payment in full of the Class 1, 2 and 3 creditors. * Holders of existing interests in the Debtor (Class 5) are not impaired. Current owners will not receive any distributions under the Plan but will retain their existing interests. A copy of the Amended Disclosure Statement is available for free at http://bankrupt.com/misc/1600Trading_AmendedDS.pdf About 1600 Trading Richardson, Texas-based 1600 Trading Co., LP, is a Texas Limited Parnership owned by Cindy Brown and Doug Hyde. The Partnership buys airplane engines and sells off the parts of the engines. The Partnership filed for Chapter 11 bankruptcy protection on February 15, 2010 (Bankr. E.D. Tex. Case No. 10-40478). Eric A. Liepins, Esq., in Dallas, Texas, serves as bankruptcy counsel to the Debtor. The Company disclosed $11,000,000 in assets and $5,147,062 in debts in its Chapter 11 petition. ACTIVANT SOLUTIONS: S&P Raises Corporate Credit Rating to 'B' ------------------------------------------------------------- Standard & Poor's Ratings Services said it raised the corporate credit rating on Livermore, California-based enterprise resource planning software provider Activant Solutions Inc. to 'B' from 'B-'. S&P also removed the rating from CreditWatch, where it was placed with positive implications on Nov. 2, 2010. The outlook is stable. The company recently executed an amendment to its credit agreement, resetting covenants with sufficient headroom and extending the maturity on a portion of its revolver and a portion of its term loan. The outlook is stable. As a result of the upgrade, S&P raised the issue-level rating on the company's senior secured term loan one notch to 'B+' from 'B'. S&P also raised the issue-level rating on Activant's outstanding $114 million senior subordinated notes to 'CCC+' from 'CCC'. The '2' recovery rating on the senior secured term loan and the '6' recovery rating on the senior subordinated notes remain unchanged. "The ratings on Activant reflect some recent recovery in the company's verticals as well as improved headroom in covenants as a result of the recent amendment," said Standard & Poor's credit analyst Jennifer Pepper. S&P expects that, despite a niche target market, the company's significant amount of recurring revenue and relatively consistent profitability will continue to support the rating. ALLIANT HOLDINGS: Moody's Affirms 'B3' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service has affirmed the ratings of Alliant Holdings I, Inc. (corporate family rating of B3) following the company's announcement that it plans to increase its credit facilities by up to $180 million to help fund two acquisitions. The target companies are T&H Group, Inc., a New York-based insurance broker with a focus on construction/surety, real estate and employee benefits, as well as a San Francisco-based employee benefits brokerage firm. Moody's also affirmed the B2 rating on Alliant's senior secured credit facilities and the Caa1 rating on its senior unsecured notes. The rating outlook is stable. "Alliant has a successful track record in acquiring smaller niche brokers to supplement organic growth," said Bruce Ballentine, Moody's lead analyst for Alliant. The rating agency expects Alliant to benefit from the product expertise of the target companies as well as the improved geographic diversification associated with T&H Group. "Alliant's business has historically been weighted toward the western US, whereas T&H Group is active mainly in New York City and the surrounding region," noted Mr. Ballentine. The proposed acquisition financing would cause a moderate weakening of Alliant's financial flexibility metrics, according to Moody's estimates (which often differ from company or covenant calculations). On a pro forma basis, giving effect to the acquisitions for the 12 months through September 2010, Alliant's debt-to-EBITDA ratio was just under 7x and its (EBITDA -- capex) interest coverage was just under 2x. These metrics are consistent with Alliant's current rating level, said the rating agency. Alliant's credit strengths include its leading position in several niche markets, good business diversification and strong operating margins. The company generates significant business through specialty programs, whereby the broker aggregates insurance premiums from many clients in a given market segment and then obtains coverage on favorable terms from one or more insurance carriers. These strengths are tempered by the company's substantial financial leverage and limited interest coverage. Like other brokers, Alliant also faces a weak US economy and soft market for commercial property & casualty insurance as well as potential errors and omissions. Alliant's pro forma financing arrangement as of September 30, 2010, giving effect to the planned incremental facilities, included an $80 million senior secured revolving credit facility maturing in 2013 (undrawn, rated B2), a $584 million senior secured term loan due in 2014 (rated B2) and $265 million of senior unsecured notes due in 2015 (rated Caa1). Moody's cited these factors that could lead to an upgrade of Alliant's ratings: (i) adjusted (EBITDA -- capex) coverage of interest exceeding 2x, (ii) adjusted free-cash-flow-to-debt ratio exceeding 5%, and (iii) adjusted debt-to-EBITDA ratio below 5.5x. The rating agency added that these factors could lead to a rating downgrade: (i) adjusted (EBITDA -- capex) coverage of interest below 1.2x, (ii) adjusted free-cash-flow-to-debt ratio below 2%, or (iii) adjusted debt-to-EBITDA ratio exceeding 8x. Alliant, based in Newport Beach, California, is specialty-oriented insurance broker providing property & casualty and employee benefits products and services to middle-market clients across the US. The company was acquired through a leveraged buyout by The Blackstone Group in partnership with company managers and employees in August 2007. For the trailing 12 months through September 2010, Alliant generated revenues of approximately $360 million. ALLY FINANCIAL: Reports Results of Registered Exchange Offer ------------------------------------------------------------ Ally Financial Inc. on Wednesday announced the expiration and results of its offer to exchange its outstanding 8.000% Senior Guaranteed Notes due 2020 that were issued on March 15, 2010, and March 25, 2010, in private offerings for new 8.000 percent Senior Guaranteed Notes due 2020 that have been registered under the Securities Act of 1933, as amended. The exchange offer expired at 8:00 a.m., New York City time, on Wednesday, Dec. 8, 2010. Global Bondholder Services Corporation, the exchange agent for the exchange offer, has advised that an aggregate principal amount of approximately $1.899 billion of the old notes were validly tendered and not validly withdrawn prior to the expiration of the exchange offer. This represents approximately 99.95% of the aggregate principal amount of old notes outstanding upon commencement of the exchange offer. All of the old notes validly tendered and not validly withdrawn have been accepted for exchange pursuant to the terms of the exchange offer. In connection with the sale of the old notes, Ally entered into registration rights agreements in which it undertook to offer to exchange the old notes for new notes registered under the Securities Act. Pursuant to an effective registration statement on Form S-4, filed with the Securities and Exchange Commission, holders were able to exchange the old notes for new notes in an equal principal amount. The new notes are substantially identical to the old notes, except that the new notes have been registered under the Securities Act and do not bear any legend restricting transfer. The registration rights and additional interest provisions pertaining to old note holders do not apply to the new notes. Ally expects that settlement of the Exchange Offer will occur on or about Dec. 9, 2010. About Ally Financial Ally Financial Inc., formerly GMAC Inc., -- http://www.ally.com/ -- is one of the world's largest automotive financial services companies. The company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3% stake. Private equity firm Cerberus Capital Management LP keeps 14.9%, while General Motors Co. owns 6.7%. The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc. to advise on a range of issues, including strategic alternatives for the mortgage business and repayment of taxpayer funds. Ally's balance sheet at Sept. 30, 2010, showed $173.191 billion in total assets, $152.214 billion in total liabilities, and $20.977 billion in total equity. Ally Financial carries "C" short term issuer credit ratings, and "B" long term issuer credit ratings, all with stable outlook, from Standard & Poor's. It has a "B3" issuer rating, with stable outlook, from Moody's. It has a "B" issuer default rating, with positive outlook, from Fitch. ALTERNATE FUELS: Court Denies Stockholder's Dismissal Motion ------------------------------------------------------------ Judge Dale L. Somers of the U.S. Bankruptcy Court for the District of Kansas denied a motion to dismiss the Chapter 11 case of Alternate Fuels Inc. filed by John Capito, a purported stockholder and director of the Company. The motion asserts that Mr. Capito has the sole authority to file bankruptcy protection for Alternate Fuels as he is the Company's only stockholder and director. Judge Somers held that Mr. Capito did not become president and sole director of AFI in December 2008, a month before the Company filed its bankruptcy case. The bankruptcy judge also held that Larry Pommier, who signed the bankruptcy petition as AFI president, did not forfeit his authority to act for the Company contrary to Mr. Capito's assertion. "In his trial brief, Capito argues that Pommier forfeited his authority to speak for AFI due to the overall defalcation of his corporate responsibilities," Judge Somers said. "The defalcations alleged are not supported by the trial evidence." The Bankruptcy Court also rejected Mr. Copito's argument that the Chapter 11 filing was unauthorized because the 2008 AFI corporate resolution authorizing the filing was not presented to the Bankruptcy Court prior to the trial. "Capito cites no authority for the apparent position that a corporation filing for relief under Chapter 11 must file a corporate resolution authorizing the filing," Judge Somers said. A copy of the Court's order, dated November 23, 2010, is available at http://is.gd/ilqtIfrom Leagle.com. Alternate Fuels, Inc., based in Pittsburg, Kansas, engages in surface coal mining. It filed a Chapter 11 petition (Bankr. D. Kans. Case No. 09-20173) on January 28, 2009. Gary H. Hanson, Esq. -- gary@stumbolaw.com -- at Stumbo Hanson, LLP, in Topeka, serves as bankruptcy counsel. In its petition, the Debtor disclosed $4,910,807 in assets and $10,969,807 in debts. AMERICAN INT'L: Inks Master Agreement on Recapitalization Plan -------------------------------------------------------------- American International Group, Inc., entered into a Master Transaction Agreement, dated as of December 8, 2010, among ALICO Holdings LLC, AIA Aurora LLC, the Federal Reserve Bank of New York, the United States Department of the Treasury, and the AIG Credit Facility Trust regarding a series of integrated transactions to recapitalize AIG, including the repayment of all amounts owing under the Credit Agreement, dated September 22, 2008, with the FRBNY. The Master Transaction Agreement supersedes the Agreement in Principle among AIG, the FRBNY, the Treasury Department and the Trust, dated as of September 30, 2010. The Master Transaction Agreement includes forms of several other agreements governing the Recapitalization. These agreements will be executed at or prior to the closing of the Recapitalization. Among other things, AIG will repay to the FRBNY in cash all amounts owing under the FRBNY Credit Facility, and the FRBNY Credit Facility will be terminated. As of September 30, 2010, the total repayment amount under the FRBNY Credit Facility was roughly $20 billion. The funds for repayment are to come from the net cash proceeds from the sale in the initial public offering of 67% of AIA Group Limited ordinary shares and the sale of American Life Insurance Company, which closed on October 29, 2010 and November 1, 2010, respectively. The net cash proceeds from the initial public offering of AIA and the sale of ALICO totaled roughly $27 billion, a portion of which will be loaned to AIG (for repayment of the FRBNY Credit Facility), from the special purpose vehicles that hold the proceeds of the sales of AIA and ALICO. The remaining net cash proceeds of $7 billion will be distributed by the SPVs to the FRBNY, in accordance with the terms of the SPVs' limited liability company agreements. The Plan will also involve the sale of AIG securities held by the Treasury. The Wall Street Journal's Serena Ng and Erik Holm report that people familiar with the matter said the Treasury is aiming to sell at least $15 billion of its shares in AIG in the first of a series of stock offerings starting in the first quarter of 2011. The Journal notes that executing the share sales, which are expected to total over $60 billion over two years, will involve a careful balancing act that aims to disentangle the government from the company without destabilizing it. While Treasury wants to exit its ownership as quickly as possible, it doesn't want to get in the way if AIG needs to buttress its capital position or that of its insurance subsidiaries by selling shares. The Journal also notes the government will essentially be able to dictate the terms and frequency of AIG share sales until U.S. ownership drops below 33%. AIG can sell up to $3 billion in new shares before mid-August next year, money that will be used to replace a liquidity facility from Treasury. AIG will have to seek Treasury's approval if it wants to raise more money. According to the Journal, people familiar with the matter said AIG is likely to sell $2 billion to $3 billion in new shares alongside Treasury's first offering of its AIG shares next year. The actual size of the total offering will depend on investor demand for AIG's stock, which will be gauged in the coming months after the company kicks off presentations to prepare for the sales, the people said. A full-text copy of AIG's Form 8-K filed with the Securities and Exchange Commission outlining the Master Transaction Agreement is available at http://is.gd/iqdu6 "Our filing today that we have signed the definitive recapitalization agreement with the government marks an important step forward in our progress toward completely repaying taxpayers. We remain committed to executing the steps and meeting all conditions in the agreement as soon as possible," AIG said in a statement. About AIG American International Group, Inc. -- http://www.aig.com/-- is an international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies are leading providers of life insurance and retirement services around the world. AIG common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. AIG almost collapsed under the weight of bad bets it made insuring mortgage- backed securities. The Company, however, was bailed out by the Federal Reserve, but even after an initial infusion of $85 billion, losses continued to grow. The later rescue packages brought the total to $182 billion, making it the biggest federal bailout in U.S. history. AIG has been working to protect and enhance the value of its key businesses, execute an orderly asset disposition plan, and position itself for the future. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. AMERICAN INT'L: Closes Sale of $2 Billion of Notes -------------------------------------------------- American International Group Inc. closed on December 3, 2010, the sale of $500,000,000 of $500,000,000 of 3.650% senior unsecured fixed rate notes due 2014 and $1,500,000,000 of 6.400% senior unsecured fixed rate notes due 2020. The 3.650% Notes were priced to the public at 99.969% of principal amount. The 6.400% Notes were priced to the public at 99.741% of principal amount. The book-running managers for the offerings were Morgan Stanley, Barclays, Bank of America Merrill Lynch, and Citigroup. AIG shared with the Securities and Exchange Commission these documents relating to the sale of the 2014 Notes and 2020 Notes: * Underwriting Agreement, dated November 30, 2010, between Barclays Capital Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated as representatives of the several underwriters named therein. See http://researcharchives.com/t/s?70a8 * Eighth Supplemental Indenture, dated as of December 3, 2010, between AIG and The Bank of New York Mellon, as Trustee. See http://researcharchives.com/t/s?70a9 * Ninth Supplemental Indenture, dated as of December 3, 2010, between AIG and The Bank of New York Mellon, as Trustee. See http://researcharchives.com/t/s?70aa * Form of 2014 Notes. * Form of 2020 Notes. * Collateral Account Control Agreement, dated as of December 3, 2010, among American International Group, Inc., Federal Reserve Bank of New York and The Bank of New York Mellon. See http://researcharchives.com/t/s?70ac * Opinion of Sullivan & Cromwell LLP, dated December 3, 2010, as to the validity of the 2014 Notes and 2020 Notes. See http://researcharchives.com/t/s?70ab About AIG American International Group, Inc. -- http://www.aig.com/-- is an international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies are leading providers of life insurance and retirement services around the world. AIG common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. AIG almost collapsed under the weight of bad bets it made insuring mortgage- backed securities. The Company, however, was bailed out by the Federal Reserve, but even after an initial infusion of $85 billion, losses continued to grow. The later rescue packages brought the total to $182 billion, making it the biggest federal bailout in U.S. history. AIG has been working to protect and enhance the value of its key businesses, execute an orderly asset disposition plan, and position itself for the future. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. AMERICAN INT'L: Fairholme Capital Discloses 29% Equity Stake ------------------------------------------------------------ In a Schedule 13D filing with the Securities and Exchange Commission on November 18, 2010, Fairholme Capital Management, LLC disclosed that it beneficially owns 39,990,099 shares of American International Group, Inc. common stock representing 29% of the shares outstanding. As to affiliated entities, Fairholme Funds, Inc., may be deemed to be the beneficial owner of 36,089,776 shares (26.2%) and Bruce R. Berkowitz may be deemed to be the beneficial owner of 39,990,099 shares (29.0%). A total of 137,942,375 total shares of AIG are outstanding as of October 29, 2010. About AIG American International Group, Inc. -- http://www.aig.com/-- is an international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies are leading providers of life insurance and retirement services around the world. AIG common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. AIG almost collapsed under the weight of bad bets it made insuring mortgage- backed securities. The Company, however, was bailed out by the Federal Reserve, but even after an initial infusion of $85 billion, losses continued to grow. The later rescue packages brought the total to $182 billion, making it the biggest federal bailout in U.S. history. AIG has been working to protect and enhance the value of its key businesses, execute an orderly asset disposition plan, and position itself for the future. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. ASTON-NEVADA: 9th Cir. Lets Lawyer with Bad Client Off the Hook --------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Court of Appeals in San Francisco ruled on Dec. 1 that a bankruptcy judge was wrong in imposing sanctions on a bankruptcy lawyer and his firm even though the lawyer was "negligent" by failing to become familiar with the case before agreeing to serve as counsel and appearing in court on short notice. The appeals court said the record didn't support findings that the lawyer "acted in bad faith." Mr. Rochelle adds that the 9th Circuit said it "strains reason" to conclude that a lawyer "acts in bad faith" when he "agrees to represent a client, learns within a few days that the client's position lacks merit, and seeks to dismiss the action the next day." Providing protections for lawyers representing unpopular clients, the circuit court said it is "untenable that an attorney who argues that his client should not be sanctioned is necessarily condoning the action of his client." Scott E. Chapman, Esq., Kurt K. Harris, Esq., Michael R. Merritt, Esq., and the law firm Harris Merritt Chapman, Ltd. appeal from the judgment of the district court entered on February 28, 2008, affirming the judgment of the bankruptcy court (Bruce Markell, B.J.) that sua sponte imposed extensive sanctions against Appellants stemming from work Chapman performed in an underlying Chapter 11 bankruptcy case. On July 30, 2004, Aston-Nevada Limited Partnership, through its owner, Kerry Rogers, filed for Chapter 11 bankruptcy. Prior to retaining Chapman, Mr. Rogers filed the aforementioned bankruptcy petition that revealed that Aston-Nevada had only one asset, a 1999 Porsche 911. This Porsche had been put up as collateral to secure a personal debt that Rogers owed to Silver State Bank. As Mr. Rogers could not represent the estate pro se, he met with Mr. Chapman on August 20, 2004, and retained him to represent the estate in the bankruptcy case. At the August 24, 2004 hearing for Silver State Bank's motion for relief from the stay, Mr. Chapman admitted before the bankruptcy judge that he had not checked the docket in the bankruptcy case or reviewed Aston-Nevada's petition or asset schedules to familiarize himself with the case or assess its viability. After being informed by Mr. Rogers that the estate only had one asset, the Porsche, and one creditor, Silver State Bank, Mr. Chapman on August 25, 2004, filed a motion to voluntarily dismiss the bankruptcy case. The bankruptcy court ordered sanctions pursuant to F.R.B.P. Rule 9011 and its inherent power to manage its affairs, specifically finding that the bankruptcy filing and the handling of a Rule 2004 examination where Mr. Rogers failed to appear were in bad faith. The case is Chapman v. U.S. Trustee (In re Aston-Nevada LP), 08-15792, 9th U.S. Circuit Court of Appeals (San Francisco). A copy of the Memorandum by FERNANDEZ and SILVERMAN, Circuit Judges, and DUFFY, District Judge, is available at http://is.gd/inAonfrom Leagle.com ATKORE INTERNATIONAL: Moody's Puts 'B3' Rating on $410 Mil. Notes ----------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to the proposed $410 million of senior secured notes due 2017 being issued by Atkore International, Inc., and assigned B2 corporate family and probability of default ratings to the company. The rating outlook is stable. Atkore is a new company created from Tyco International's sale of its electrical and metal products business segment. Clayton, Dubilier & Rice is acquiring a 51% interest in Atkore and the remaining 49% will be retained by Tyco International. CD&R's investment is via cumulative convertible participating preferred shares that initially carry a 12% dividend payable in cash or additional shares, subject to debt covenants. This is the first time Moody's has rated the debt of Atkore. Ratings Rationale The B2 corporate family rating reflects Atkore's sensitivity to fluctuating prices of steel and copper, which comprise about 60% of its cost of sales, as well as cyclical variations in demand for its electrical and tubular products. The company operates in a highly competitive market with little ability to differentiate its products. It is currently facing a pronounced weakness in the U.S. non-residential construction market, which represents approximately 60% of its global sales. As a result, the company's recent operating performance (EBIT of $68 million for the 12 months ended September 24, 2010) is well below its long-term averages. Moody's does not see a meaningful recovery in the non- residential construction market before 2012. Atkore's financial performance is also impacted by, in Moody's opinion, relatively high SG&A costs, which Moody's believe will be addressed by the new management team. However, any contemplated cost savings may be difficult to achieve, there are likely to be cash up-front costs associated with some of the cost saving initiatives, Atkore will incur costs in running the company on a stand-alone basis, which could be higher than expected, and there are substantial closing fees (above $30 million) and annual management fees ($6+ million) that Atkore will pay to CD&R and Tyco. In addition, pro forma interest on the debt and dividends on CD&R's $306 million of preferred stock will be approximately $70 million if the 12% preferred dividend is paid in cash. As a result of these factors and the state of the non-residential construction market, Moody's anticipates Atkore will have limited free cash flow over the next two years. Atkore's pro forma debt is $695 million as calculated by Moody's, making leverage a high 5.5x adjusted 2010 EBITDA. In addition to the $465 million of funded debt, Moody's adjusted debt figure includes $27 million of underfunded pension obligations, $50 million of debt-equivalent operating leases, and $153 million of imputed debt associated with the CD&R preferred stock. The rating is supported by the diversity of Atkore's product offering and its market position for many of its products. Moody's also acknowledge that the company's operating profit will fluctuate but should consistently be positive due to its ability to pass through raw material costs over time. Moody's also believe the company will be able to trim its costs and thereby boost operating margins. These ratings were assigned to Atkore International, Inc. * Corporate family rating -- B2 * Probability of default rating -- B2 * Proposed $410 million of senior secured notes due 2017 -- B3 (LGD5, 71%) The stable outlook reflects the stability provided by Atkore's margin-over-metal operating model, Moody's belief that the current soft non-residential construction market will slowly recover, that Atkore's free cash flow will be close to breakeven, and that potential cost savings will solidify the company's operating margins and cash flow. The rating could be raised if cash flow to debt is sustainably above 5%, EBIT margin exceeds 7% and adequate liquidity is maintained. The rating could be lowered if free cash flow is negative, EBIT margin is less than 5%, or debt to EBITDA exceeds 5 times. Atkore International manufactures and distributes electrical conduit, armored cable, mechanical pipe, tube and other products within the U.S., Canada, Brazil, the UK, France, China, Australia, New Zealand, and Saudi Arabia. Its sales for the 12 months ended September 24, 2010, were $1.4 billion. ATKORE INTERNATIONAL: S&P Assigns 'B+' Corporate Credit Rating -------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B+' corporate credit rating to Harvey, Illinois-based metals fabricator Atkore International Inc. The rating outlook is stable. "The 'B+' corporate credit rating on Atkore reflects what S&P considers to be the company's weak business risk profile and aggressive financial risk profile," said Standard & Poor's credit analyst Fred Ferraro. S&P's assessments incorporate the cyclical nature of the company's end markets, exposure to volatile steel prices, a significant reliance on nonresidential construction spending, and high debt leverage. The ratings also reflect the company's leading market positions in its major product categories and its ability to generate cash flow from working capital during periods of soft end markets. At the same time, S&P assigned a 'B+' (same as the corporate credit rating) issue-level rating to the company's proposed $410 million senior secured notes due 2017 based on preliminary terms and conditions. The recovery rating on these notes is '3', indicating the expectation that lenders can expect meaningful (50%-70%) recovery in the event of a payment default. The notes are expected to be sold pursuant to Rule 144A of the Securities Act of 1933. Proceeds from the proposed notes, combined with an approximately $300 million convertible preferred stock investment by private equity firm Clayton, Dubilier and Rice, are expected to be used to partially fund the 51% purchase of Atkore International by CD&R from Tyco International. AVP PRO BEACH: Auction for Assets Set for Dec. 15 ------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that AVP Pro Beach Volleyball Tour Inc. will hold an auction on Dec. 15 where RJSM Partners LLC, the secured lender owed $5.4 million, and 72% owner of the stock, will start the bidding its $425,000 offer. Other bids are due by Dec. 13. Absent any competing bids, AVP Pro will sell the assets to RJSM for $200,000 cash, a credit bid of $50,000 of the secured claim, and an estimated $175,000 outstanding on the loan supporting the Chapter 11 case. The auction will be held at the Dec. 15 hearing for approval of the sale. AVP, Inc. and AVP Pro Beach Volleyball Tour, Inc., headquartered in Torrance, California, operate the "sole nationally recognized men's and women's U.S. professional beach volleyball tour." Tour competitors include both women's and men's gold medalists from the 2008 Summer Olympics. The two entities voluntarily filed for Chapter 11 bankruptcy protection in Los Angeles, California, on October 29, 2010. AVP Pro Beach doing business as Association of Volleyball Professionals, Inc. (Bankr. C.D. Calif. Case No. 10-56761) scheduled assets of $183,957 against liabilities of $4,974,130. AVP, Inc. (Bankr. C.D. Calif. Case No. 10-56777) scheduled $196,957 in assets against $6,910,755 in liabilities. Ian Landsberg, Esq., at Landsberg & Associates APC, in Encino, California, serves as counsel to the Debtors. BANNING LEWIS: Ranch Seeks Court OK to Sell Lots, Obtain Loan ------------------------------------------------------------- Banning Lewis Ranch Co. is seeking bankruptcy-court approval to sell developed lots and obtain a $3.5 million loan to cover its expenses, Dow Jones' Small Cap reports. About Banning Lewis Banning Lewis Ranch Co. is the owner of the undeveloped portion of a 21,000-acre ranch in Colorado Springs, Colo. Banning Lewis Ranch is a master-planned community in Colorado Springs, Colorado. The first section built, the 350-acre Northtree Village, opened in September 2007 and will have 1,000 homes priced from the high $100,000s to the mid-$300,000s. Banning Lewis Ranch filed for Chapter 11 bankruptcy protection from creditors on October 28, 2019 (Bankr. D. Del. Case No. 10-13445). It estimated assets of $50 million to $100 million and debts of $100 million to $500 million in its Chapter 11 petition. An affiliate, Banning Lewis Ranch Development I & II, LLC, also filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446). Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel to the Debtors. Edward A. Phillips of Eisner Amper LLP has been retained as the Company's chief restructuring officer. BARRY NEIL SHRUM: Court Rules on David Tyree et al. Suit -------------------------------------------------------- In David Tyree, Timothy M. Carter, Walter W. Fuchs, Bonnie Fuchs, and Ram IV Partners, LLC, v. Barry Neil Shrum, Wachovia Bank, N.A., and Civic Bank & Trust, Adv. Pro. No. 309-0259 (Bankr. M.D. Tenn.), the plaintiffs seek summary judgment on their claims for breach of fiduciary duty and breach of contract, the Debtor's affirmative defenses, and the amount of damages with pre-judgment interest. Mr. Shrum, the Debtor, seeks summary judgment on all of the plaintiffs' claims and on the plaintiffs' request for punitive damages. Judge Marian F. Harrison granted the Debtor's motion for summary judgment granted in part and denied the plaintiffs' motion. A copy of the Court's November 30 Memorandum Opinion is available at http://is.gd/inMG6from Leagle.com. Barry Neil Shrum is an attorney. He filed for Chapter 11 bankruptcy (Bankr. M.D. Tenn. Case No. 09-06329) on June 5, 2009. BELO CORPORATION: Fitch Affirms 'BB-' Issuer Default Rating ----------------------------------------------------------- Fitch Ratings has affirmed these ratings for Belo Corporation: -- Issuer Default Rating at 'BB-'; -- Guaranteed Bank facility at 'BB+'; -- Guaranteed senior unsecured notes at 'BB'. Fitch has upgraded these ratings: -- Non-guaranteed senior unsecured notes/bonds to 'BB-' from 'B+'. The Rating Outlook is Positive. The ratings and Outlook reflect the material improvement in Belo's operating profile, driven by significantly increased demand for local advertising, particularly in the auto space, amid a more stable macroeconomic backdrop. Year-to date through Sept. 30, 2010, revenue and EBITDA are up 15% and 52% year-over-year, respectively. Belo has experienced an improvement in all of its markets including Phoenix; Fitch had previously expected Phoenix to remain under pressure given the market's comparatively weak economic environment as well as Belo's affiliates there (one CW station and one independent station). Fitch expects the absence of significant political advertising in 2011 to drive revenue declines in the low to mid single digits, which could result in EBITDA declines of as much as 10%. Fitch expects that non political advertising should be stable in 2011, and indications to the contrary could prevent further positive ratings momentum. Fitch expects Belo to continue to benefit from growth of high margin retransmission revenue in the mid single digits, although this will be partially offset by increasing reverse compensation fees to the networks. The ratings and Outlook also incorporate Fitch's expectations that Belo will remain focused on deleveraging through the intermediate term. Belo has delevered significantly in 2010, to 4.2x at Sept. 30, versus 6.0x at year-end 2009, due to the aforementioned EBITDA growth, bolstered by repayment of bank debt with free cash flow. Annual free cash flow is expected to approach $100 million; should Belo continue to deploy most of its cash toward repayment of bank debt, the RCF will be fully repaid by mid 2011, resulting in leverage below 4x. Fitch anticipates that subsequently Belo will build its cash balance in order to repay the $175 million maturity in 2013. At current leverage, Belo is permitted under its credit agreement to reinstate the previous dividend, which would reduce free cash flow by approximately $30 million. The ratings and Positive Outlook incorporate Fitch's expectations that even with a resumption of the full dividend, Belo would likely be able to repay all of the 2013 notes with cash. The ratings continue to be supported by Belo's strong local presence in the top-50 U.S. markets, with either the No.1 or No.2 station in most of its markets, driven by a track record of making investments in its news infrastructure. Additionally, the company benefits from a diverse array of top network affiliations (excluding Arizona). These dynamics are expected to offer more protection from secular pressures than lower rated stations or weaker affiliations, and as such, Fitch would expect Belo to compete effectively with print products, radio and other broadcasters, for local ad dollars over the intermediate term. Long-term secular risks continue to be present related to audience fragmentation and time-shifting, however, it is Fitch's expectations that local broadcasters, particularly the higher- rated stations, will continue to remain relevant and capture material audiences that local, regional and national spot advertisers will demand. Fitch does not expect the potential threat of the broadcast networks moving to a cable network to be a material concern for the credit as Fitch believes that at least two of the four existing major networks have too large of a dependence on local broadcasting to make such a dramatic move. Additionally, Fitch believes an exit by a broadcast network would be a material positive for the remaining networks and affiliates as local ad inventory would be removed and therefore result in greater pricing power for the remaining participants. Fitch does not anticipate a negative impact to Belo should Congress approve the FCC's proposal to allow an incentive auction as a means of reallocating spectrum for wireless broadband use. Even involuntary seizure of the spectrum is unlikely to result in credit issues for Belo, or for any broadcasters with portfolio scale and diversity, as the company does not presently use its entire allotted spectrum. Such an event could impede the company's future digital multicast and mobile application efforts, but the core broadcasting business would not be impacted. Fitch views Belo's current liquidity as adequate, with $12 million of cash on hand and $142 million available under its RCF. Although the company has maintained a low cash balance since the A.H. Belo spin-off, minimal near-term maturities and stable free cash flow that is expected to approach $100 million annually (before any potential future dividends) render a large cash balance unnecessary. As of Sept. 30, 2010 there was $954 million of debt outstanding, consisting of: -- $63 million outstanding under the $205 million RCF, which matures in December 2012; -- $176 million of senior unsecured notes maturity May 2013; -- $275 million of guaranteed senior unsecured notes maturing November 2016; -- $440 million of senior unsecured notes maturing 2027. The 'BB+' rating on the bank facility reflects the senior guarantee from substantially all of Belo's domestic subsidiaries, and the 'BB' rating on the 2016 notes reflects the subordinated guarantee from substantially all of the company's domestic subsidiaries. The upgrade of the legacy notes, which are not guaranteed, is based on the recent $255 million reduction in the structurally senior bank facility, and hence these notes increased value in recovery, as well as Belo's overall positive credit momentum. BERNARD L MADOFF: Trustee Files Suit Against Tremont Funds ---------------------------------------------------------- Irving H. Picard, the Trustee for the liquidation for Bernard L. Madoff Investment Securities LLC disclosed that the filing, under seal, of a complaint in the United States Bankruptcy Court for the Southern District of New York against investment funds, affiliates and executives associated with Tremont Group Holdings, Inc., the multi-billion-dollar money-management company and operators of the second-largest Madoff "feeder fund" group. Also named as defendants in the suit are Oppenheimer Acquisition Corp., which acquired Tremont Group in 2001, and Oppenheimer's parent corporations MassMutual Holding LLC and Massachusetts Mutual Life Insurance Company. Together, the complaint states, these companies "dominated and controlled" Tremont following its acquisition. Also named are a number of individuals and executives with the various related funds and entities, including Tremont Group's founder and former CEO, Sandra L. Manzke, and its former president and CEO, Robert Schulman. In addition to recovering fictitious profits, preferential payments and fraudulent transfers, the Trustee seeks to recover additional payments to prevent any unjust enrichment on the part of Tremont, Oppenheimer, MassMutual Holding, Mass Mutual, Manzke, and Schulman, through fees and other payments they received. All recovered monies will be placed into the Customer Fund and distributed, pro rata, to BLMIS customers with valid claims. "Tremont blindly relied upon Madoff to drive the funds' returns and, more importantly, Tremont's profits," said Mr. Picard. "The returns provided by Madoff helped Tremont grow into a large source of funds for BLMIS." According to the complaint, the Defendants were repeatedly warned and were on notice, through information in their own possession and publicly available, that the success of BLMIS could be the result of fraud. The Defendants ignored obvious warning signs of fraud to maximize their own profits and self-interest. "And, when Oppenheimer acquired Tremont to expand into the hedge fund business, they too were fully aware of the major role BLMIS played in the business they were buying," said Mr. Picard. The complaint also states that Tremont, its related entities and feeder funds did not conduct any reasonable or meaningful analysis regarding Madoff's performance, nor did they acknowledge significant operational deficiencies in Madoff's organization, even though BLMIS's compensation and organizational structure deviated from well-established industry practices. "They relied on Madoff's reputation and their appetite for consistent returns," said David J. Sheehan, counsel for the Trustee and a partner at Baker & Hostetler LLP, the court-appointed counsel for the Trustee. "All the warning signs were there - some were impossible to ignore - yet all were consciously ignored by the Tremont network." "Tremont did not comply with their own policies, made exceptions to accommodate Madoff for their own self interest, ignored best practices, and otherwise disregarded the due diligence and monitoring they touted," said Marc D. Powers, a partner at Baker & Hostetler. In addition to Mr. Sheehan and Mr. Powers, the Trustee acknowledges the contributions of the Baker & Hostetler attorneys who worked on this extensive filing: Eric Fish, Dean Hunt, Anagha Apte, Marie Carlisle, and Marc Hirschfield. 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: Trustee Seeks $1-Bil. from 7 Global Banks ----------------------------------------------------------- Irving H. Picard, the Trustee for the liquidation of Bernard L. Madoff Investment Securities LLC disclosed the filing of complaints under seal in the United States Bankruptcy Court for the Southern District of New York against seven global banking institutions -- Citibank, Natixis, Fortis, ABN AMRO, Banco Bilbao Vizcaya Argentaria, Merrill Lynch, and Nomura. Through these suits, the Trustee seeks to recover more than $1 billion in total for equitable distribution to BLMIS customers with valid claims. According to the seven complaints, these banks received transfers of money from BLMIS through numerous Madoff feeder funds at times when they either knew or should have known of Madoff's fraud. The complaints allege that the banks enabled the Madoff Ponzi scheme by opening a spigot of new money into the Madoff feeder fund network, by creating and offering derivative investment products linked to various Madoff feeder funds, including the Fairfield Greenwich, Kingate and Tremont families of funds. Often, the derivative products were developed in conjunction with the Madoff feeder funds. With the derivative products promising returns based on the performance of the feeder funds, the financial institutions hedged their exposure to the derivative investors by purchasing shares of the feeder funds. The Citi filing names Citibank, N.A., Citibank North America, Inc. and Citigroup Global Markets Limited. Of the $425 million sought in the Citi action, $300 million is connected with a credit facility Citibank made available to a large Madoff feeder fund, Rye Select Broad Market Prime Fund, L.P.; the remaining $125 million is sought in connection with a swap transaction linked to the performance of another large Madoff feeder fund, Fairfield Sentry Limited. "Armed with considerable non-public information about Madoff, Citi either knew or should have known that Madoff's investment advisory business was a fake, and that the funds Citi received from these two Madoff feeder funds came from Madoff's fraudulent activities," said Mr. Picard. Warning signs to Citi included an email from and a meeting with early Madoff whistleblower, Harry Markopoulos, alerting a Citi managing director to the fact that the Madoff operation was a Ponzi scheme. "Evidence of awareness of the fraud is clear. As Citi became concerned about Madoff's legitimacy, it took steps to back away from Madoff, including refusing to increase the amount of the existing Prime Fund loan and ultimately cancelling the Citibank- Prime Fund lending relationship," said David J. Sheehan, counsel for the Trustee and a partner at Baker & Hostetler LLP, the appointed counsel for Mr. Picard. "However, even as suspicion grew about Madoff, Citi still took monies from Madoff that rightfully belong to BLMIS customers, and the bank must return those funds." "Just months before the Madoff fraud was revealed, CGML redeemed Sentry shares, with specific knowledge and profound concerns about Madoff's very legitimacy," said Thomas Long, a partner at Baker & Hostetler and a member of the team which prepared today's filings. "CGML submitted its Sentry redemptions and received millions of dollars when, in fact, it had been advised specifically that Madoff was likely running a massive Ponzi scheme. Prior to submitting the redemptions, CGML had also earned many hundreds of thousands, if not millions, of dollars in fees and charges from the Swiss hedge fund swap." In the action against global investment bank Natixis and related entities, the Trustee seeks to recover at least $400 million received by the bank in connection with numerous structured products, including several different Natixis swaps and notes hedged using shares of various Madoff feeder funds, which Natixis subsequently redeemed. These alternative investment financial instruments promised an opportunity for lucrative future returns for investors based upon the performance of a Madoff feeder fund, which in structured products like swaps and notes is often referred to as a "reference fund." By investing in these leveraged structured products, investors, most often institutions, could multiply their returns. "Armed with knowledge of many badges of fraud, Natixis and its related entities nevertheless provided substantial momentum furthering Madoff's Ponzi scheme, especially in Europe," said Mark Kornfeld, a partner at Baker & Hostetler and a member of the team which prepared today's filings. "Over time, this international collaboration became critical to sustaining the fraud." Other banks included in the filing are: Fortis Prime Fund Solutions Bank (Ireland) Ltd. and related entities: The Trustee seeks to recover in excess of $230 million transferred to Fortis in connection with swap transactions. ABN AMRO BANK N.V. and related entities: With this complaint, the Trustee seeks to recover in excess of $270 million, from this bank's investments in Madoff feeder funds to hedge risk exposure arising from two swap agreements. Banco Bilbao Vizcaya Argentaria, S.A.: This action seeks the return of approximately $45 million from BBVA, in connection with structured notes issued by BBVA using Madoff feeder funds as underlying assets. Nomura Bank International plc: This action seeks the return of at least $35 million from Nomura, in connection with structured notes issued by Nomura using Madoff feeder funds as underlying assets. Merrill Lynch International & Co. C.V.: The action filed today seeks the return of at least $16 million, in connection with structured note and warrant offerings made by MLI, and its affiliates, using two Madoff feeder funds as underlying assets. "Although many of these banks questioned Madoff's trading strategy and returns, they continued to structure transactions seeking to exploit Madoff's consistent returns," said Ryan Farley, an attorney at Baker & Hostetler and a member of the team which prepared today's filings. "For instance, MLI's parent company, Merrill Lynch, raised serious concerns and suspicions about the Madoff organization all of which were deliberately ignored by the MLI unit which went ahead with its trading involving Madoff feeder funds." In addition to Mr. Sheehan, Mr. Long, Mr. Kornfeld and Mr. Farley, the Trustee acknowledges the contributions of several Baker & Hostetler attorneys in the preparation of these filings: Catherine Woltering, Keith Murphy, Geraldine Ponto, Mark Skapof and George Klidonas. 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 Kin, Ex-D&Os and Foundations ---------------------------------------------------------- The Wall Street Journals' Michael Rothfeld reports that Irving H. Picard, the Trustee for the liquidation of Bernard L. Madoff Investment Securities LLC, on Wednesday sued: (A) Mr. Madoff's relatives, including five of his grandchildren According to the Journal, in one lawsuit, Mr. Picard seeks $248,000 from Andrew Madoff and his wife, Deborah, who filed for divorce around the time of Mr. Madoff's arrest in December 2008, and their minor children, identified as A.M. and E.M. The divorce hasn't been finalized. According to the Journal, the suit alleges about $80,000 each was allegedly transferred to Deborah, A.M. and E.M. from a bank account of Mr. Madoff and his wife, Ruth. Mr. Picard is seeking the money in conjunction with Alan Nisselson, the trustee overseeing Bernard and Ruth Madoff's personal bankruptcy. In a second lawsuit, the Journal reports, Mr. Picard and Mr. Nisselson seek $274,000 allegedly transferred by Bernard and Ruth Madoff to Mark Madoff's children and his current and former wives. That suit names Mark Madoff, his wife, Stephanie Morgan, and their minor child, identified as A.V.M.; and Susan Elkin, Mark Madoff's ex-wife, their son Daniel Madoff and daughter, identified as K.M. The sons have denied any knowledge of the Ponzi scheme. The Journal relates a spokesman for Mark and Andrew Madoff and their wives declined to comment on the lawsuits against their children. Ms. Elkin declined to comment. (B) former directors of Madoff Securities International Ltd., Mr. Madoff's London investment branch The Journal relates Peter, Mark and Andrew Madoff were named in an $80 million lawsuit filed in London against them and other former Madoff Securities directors. The suit was filed in the United Kingdom's High Court of Justice Commercial Court by Mr. Picard and Stephen J. Akers, a joint liquidator of the London business. The suit also named Sonja Kohn, an Austrian banker who worked extensively with Mr. Madoff in Europe. According to the Journal, the lawsuit accuses directors and officers of violating their duties to the company by making fraudulent payments, including some that benefited Mr. Madoff and his family. Mr. Picard alleged that the money was used to pay for among other things, a yacht, a home in the south of France and a luxury car. The Journal relates Mr. Picard alleged that more than $27 million was channeled through Mr. Madoff's firm in sham transactions to entities used by Ms. Kohn. Mr. Picard also alleged that at least $600 million was sent to the London operation from Mr. Madoff's firm in New York and other sources. According to the Journal, a copy of the suit couldn't be obtained because it hasn't yet been made public under English law. The Journal says lawyers for Peter Madoff and Sonja Kohn declined to comment. (C) Mark and Stephanie Madoff Foundation & Deborah and Andrew Madoff Foundation The Journal relates Mr. Picard and Mr. Nisselson sued the Mark and Stephanie Madoff Foundation for $2 million it allegedly received from Bernard and Ruth Madoff's bank account in December 2007. The Deborah and Andrew Madoff Foundation also was sued for $2 million that Bernard Madoff allegedly wired to the organization from a Lehman Brothers account. 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: District Court Affirms "Net Equity" Definition ---------------------------------------------------------------- WestLaw reports that a New York bankruptcy court did not abuse its discretion by ruling that the effort by an investment company's customers to obtain a declaration that the definition of "net equity" used by the Securities Investor Protection Act trustee was incorrect was precluded by the court's claims procedure order. The order established a thorough procedure for resolution of claims against the company. Under the order, the appropriate method for customers to obtain relief was to file an objection to the trustee's determination of their claims. These customers, instead, filed an adversary complaint against the trustee. The customers' attempt to circumvent the court's order, if permitted, would have been "fundamentally unfair" to other objecting customers and detrimental to the estate, as it would have disrupted the claims review and adjudication process, diverted resources, and encouraged a chaotic race to the courthouse. In addition, the issue raised by the customers had been decided in a manner adverse to them and was now pending on appeal to the Second Circuit. Peskin v. Picard, --- B.R. ----, 2010 WL 4261392 (S.D.N.Y.) (Koeltl, J.). This ruling from the District Court affirms the Honorable Burton R. Lifland's decision in In re Bernard L. Madoff Investment Securities LLC, 413 B.R. 137, 2009 WL 2882718 (Bankr. S.D.N.Y.), covered in the Troubled Company Reporter on Sept. 30, 2009. In the underlying adversary proceeding (Bankr. S.D.N.Y. Adv. Pro. No. 09-01272), Helen Davis Chaitman, Esq., at Phillips Nizer LLP, on behalf of Plaintiffs Diane and Roger Peskin and Maureen Ebel, sought to side-step Judge Lifland's Claims Procedures Order entered on Dec. 23, 2008, governing advances to investors under SIPA, and accelerate a decision on the so-called Net Equity Issue (to figure out the amount of each investor's claim after taking into account all investments, false profits, withdrawals, and the time-value of money). 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. BERRY PLASTICS: Completes Tender Offers to Purchase 2nd Lien Notes ------------------------------------------------------------------ Berry Plastics Corporation, an Apollo Management, L.P. and Graham Partners portfolio company, completed its tender offers to purchase any and all of its outstanding 8 7/8% Second Priority Senior Secured Fixed Rate Notes due 2014 issued under an indenture dated as of September 20, 2006, and 8 7/8% Second Priority Senior Secured Notes due 2014 issued under an indenture dated as of November 12, 2009. The Tender Offers expired at midnight, New York City time, on December 3, 2010. $150,000 aggregate principal amount of the 2006 Notes and $70,000 aggregate principal amount of the 2009 Notes were tendered after the expiration of the consent payment deadline on November 18, 2010 at 5 p.m., New York City time and before the Expiration Date. As previously announced, Berry received tenders from holders of: i) $502,719,000 aggregate principal amount of its 2006 Notes and ii) $247,638,000 aggregate principal amount of its 2009 Notes prior to the Consent Date. On November 19, 2010 Berry accepted for early payment the Notes tendered prior to the Consent Date. In total, Berry received tenders from holders of: i) $502,869,000 aggregate principal amount, or approximately 95.78%, of its 2006 Notes and ii) $247,708,000 aggregate principal amount, or approximately 99.08%, of its 2009 Notes prior to the Expiration Date. As previously announced, Berry intends to redeem the 2006 Notes and 2009 Notes that remain outstanding after completion of the Tender Offers in accordance with the terms of the applicable indenture governing such Notes. On November 19, 2010, Berry provided notice to the trustee under each indenture of such redemptions and irrevocably deposited cash with the trustee in respect of such Notes in an amount sufficient to redeem the outstanding Notes. Berry engaged Credit Suisse Securities (USA) LLC to act as sole dealer manager and solicitation agent in connection with the Tender Offers. About Berry Plastics Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At January 2, 2010 the Company had more than 80 production and manufacturing facilities, primarily located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc. Berry Group is primarily owned by affiliates of Apollo Management, L.P. and Graham Partners. Berry, through its wholly owned subsidiaries operates five reporting segments: Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings and Specialty Films. The Company's customers are located principally throughout the United States, without significant concentration in any one region or with any one customer. On December 3, 2009, Berry Plastics obtained control of 100% of the capital stock of Pliant upon Pliant's emergence from reorganization pursuant to a proceeding under Chapter 11 for a purchase price of $602.7 million. Pliant is a leading manufacturer of value-added films and flexible packaging for food, personal care, medical, agricultural and industrial applications. The acquired business is primarily operated in Berry's Specialty Films reporting segment. The Company's balance sheet at July 3, 2010, showed $5.71 billion in total assets, $5.44 billion in total liabilities, and $268.5 million in stockholders' equity. * * * Berry Plastics has a 'B3' corporate family rating, with stable outlook, from Moody's Investors Service. Moody's said in April 2010 that Berry's B3 CFR reflects weakness in certain credit metrics, financial aggressiveness and acquisitiveness and a continued difficult operating and competitive environment especially in the flexible plastics and tapes segments. The rating also reflects the Company's exposure to more cyclical end markets, relatively weak contracts with customers and a high percentage of commodity products. Berry Plastics has a 'B-' corporate credit rating from Standard & Poor's Ratings Services. BIOLASE TECHNOLOGY: Names Former Audit Partner as New CFO --------------------------------------------------------- On November 30, 2010, the Board of Directors of Biolase Technology Inc. appointed Frederick D. Furry as Chief Financial Officer of the Company. Mr. Furry will receive an annual salary of $180,000 in consideration for his service as Chief Financial Officer of the Company. Mr. Furry's employment with the Company is at-will. In addition, on November 30, 2010, the Board granted to Mr. Furry, in connection with his appointment, a stock option covering 150,000 shares of the Company's Common Stock, with a five year term and an exercise price equal to $2.00 per share of the Company's Common Stock, which such option shall vest and be exercisable one-sixth on the sixth month anniversary of the grant date, with the remaining option vesting and being exercisable in a series of ten consecutive three-month equal installments over a 30 month period. The stock option is subject to those terms, conditions, and provisions as are contained in the Company's Amended and Restated 2002 Stock Incentive Plan. Mr. Furry is certified public accountant with more than 18 years experience working for accounting firms. From 1998 to 2009, he was associated with the accounting firm of Windes & McClaughry, and was made partner of the firm in 2004. Previously he was an audit manager at the accounting firm of Pricewaterhouse Coopers LLP. Mr. Furry holds a B.S. degree in Business Administration and a M.B.A. degree in Management & Accounting from the University of California, Riverside. About BIOLASE Technology Irvine, Calif.-based BIOLASE Technology, Inc. (NASDAQ: BLTI) -- http://www.biolase.com/-- is a dental laser company. The Company develops, manufactures and markets Waterlase technology and lasers and related products that advance the practice of dentistry and medicine. The Company's balance sheet at Sept. 30, 2010, showed $19.49 million in total assets, $23.04 million in total liabilities, and a stockholders' deficit of $3.54 million. As reported in the Troubled Company Reporter on March 22, 2010, BDO Seidman, LLP, in Costa Mesa, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company has suffered recurring losses from operations, has had declining revenues, has limited financial resources at December 31, 2009, and is substantially dependent upon its primary distributor for future purchases of the Company's products. BION ENVIRONMENTAL: MileStone to Provide $1.5-Mil. Line of Credit ----------------------------------------------------------------- Bion Environmental Technologies Inc. entered on December 4, 2010, into an agreement with MileStone Bank, Doylestown, Pennsylvania for a $1.5 million line of credit which will be used to manage the cash flow needs in connection its Kreider #1 project and the reimbursement procedures of the Company's previously announced $7.56 million loan from the Pennsylvania Infrastructure Investment Authority (Pennvest). The Company has made its initial reimbursement/draw request from Pennvest and anticipates that the initial reimbursements/draws pursuant to the Loan will be received during the next two weeks. The Company said it anticipates activating the MileStone LOC during the next 10 days. A full-text copy of the MileStone Bank Loan & Security Agreement is available for free at: http://ResearchArchives.com/t/s?709f About Bion Environmental Crestone, Colo.-based Bion Environmental Technologies, Inc. (OTC BB: BNET) has provided environmental treatment solutions to the agriculture and livestock industry since 1990. Bion's patented next-generation technology provides a unique comprehensive treatment of livestock waste that achieves substantial reductions in nitrogen and phosphorus, ammonia, greenhouse and other gases, as well as pathogens, hormones, herbicides and pesticides. The Company's balance sheet at Sept. 30, 2010, showed $1.93 million in total assets, $1.14 million in total liabilities, $2.52 million of Series B Redeemable Convertible Preferred stock, and a stockholders' deficit of $1.72 million. GHP Horwath, P.C., in Denver, Colo., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has not generated revenue and has suffered recurring losses from operations. The Company has not generated revenues and has incurred net losses of approximately $2,976,000 and $1,318,000 during the years ended June 30, 2010 and 2009, respectively. BLUE DOLPHIN: Cures Nasdaq Bid Price Deficiencies ------------------------------------------------- Blue Dolphin Energy Company has received notice from The Nasdaq Stock Market confirming that it has cured its bid price and shareholders' equity deficiencies. The Nasdaq Hearings Panel (the "Panel") will monitor Blue Dolphin's continued compliance with the shareholders' equity rule for a period of one year. In the event Blue Dolphin falls out of compliance during the monitoring period, the Panel may, at its discretion, delist the Company's shares. Blue Dolphin Energy Company is engaged in the gathering and transportation of natural gas and condensate and production of oil and gas. BRIGHAM EXPLORATION: Registers 777,200 Shares for Stock Options --------------------------------------------------------------- Brigham Exploration Company prepared a registration statement in accordance with the requirements of Form S-8 under the Securities Act of 1933 to register an aggregate of 200,000 shares of its common stock which may be issued pursuant to stock options granted conditionally to its non-employee directors on April 28, 2009 and approved by its stockholders on June 19, 2009. The proposed maximum offering price is $24.71 per share for an aggregate offering price of $4,942,000. In addition, Brigham filed a registration statement to register 577,200 shares. The maximum offering price is $24.71 per share for an aggregate offering price of $14,262,612. This is in connection with the offering and sale of 577,200 additional shares of common stock pursuant to the 1997 Director Stock Option Plan. About Brigham Exploration Austin, Texas-based Brigham Exploration Company (NASDAQ: BEXP) -- http://www.bexp3d.com/-- is an independent exploration, development and production company that utilizes advanced exploration, drilling and completion technologies to systematically explore for, develop and produce domestic onshore oil and natural gas reserves. In late 2007, the majority of the Company's drilling capital expenditures shifted from its historically active areas in the Onshore Gulf Coast, the Anadarko Basin and West Texas to the Williston Basin in North Dakota and Montana, where the Company is currently targeting the Bakken, Three Forks and Red River objectives. The Company's balance sheet at Sept. 30, 2010, showed $1.02 billion in total assets, $447.84 million in total liabilities, and stockholder's equity of $574.68 million. * * * Brigham carries 'Caa1' corporate family and probability of default ratings, with 'positive' outlook, from Moody's Investors Service. It has a 'B' corporate credit rating, with 'stable' outlook from Standard & Poor's Ratings Services. Moody's noted in September 2010 that while Brigham's recent results and 2010-11 drilling program are positive and provide strong cash flow visibility, the Company remains very small measured by production and proven reserves. CAESARS ENTERTAINMENT: Fitch Assigns 'CCC' Issuer Default Rating ---------------------------------------------------------------- Fitch Ratings has assigned initial ratings to Caesars Entertainment Corp. (fka Harrah's Entertainment, Inc.) and its subsidiaries: Caesars Entertainment Corp. -- Long-term Issuer Default Rating 'CCC'. Caesars Entertainment Operating Co. (fka Harrah's Operating Co.) -- Long-term IDR 'CCC'; -- Senior secured first-lien revolving credit facility and term loans 'B/RR2'; -- Senior secured first-lien notes 'B/RR2'; -- Senior secured second-lien notes 'C/RR6'; -- Senior unsecured notes with subsidiary guarantees 'C/RR6'; -- Senior unsecured notes without subsidiary guarantees 'C/RR6'. Chester Downs and Marina LLC -- Long-term IDR 'B-'; -- Secured term loans 'BB-'. The Rating Outlook is Stable. Fitch's ratings and Stable Outlook reflect the company's highly leveraged capital structure, CEOC's weak free cash flow profile, deteriorating asset quality, a limited organic growth profile, and a poor near-term market exposure profile. Fitch also recognizes the company's solid liquidity position, minimal near-term debt maturities, an industry-leading U.S. business profile, and a solid track record of acquiring and disposing of gaming assets. Capital Structure Remains Highly Leveraged: Apollo and TPG (the Sponsors) completed an LBO of the company in January 2008, which resulted in more than $25 billion of debt on the company's balance sheet at closing and a partial OpCo-PropCo structure in order to access the CMBS market as part of the LBO financing. Since the LBO, the company opportunistically completed debt exchanges when bond prices were at distressed levels and aggressively negotiated and executed significant discounted debt repurchases from junior lenders. However, the balance sheet remains highly levered with more than $23 billion of debt as of Sept. 30, 2010, consisting of $18 billion of debt at CEOC and nearly $5.4 billion at PropCo. As a result of the debt-for-equity exchange related to the recent Paulson/Sponsors transaction that is expected to be completed in 4Q'10, roughly $1.1 billion of debt will be eliminated in the company's consolidated balance sheet, although the debt will remain outstanding with respect to CEOC. Fitch calculates LTM adjusted property EBITDA after corporate expense of $1.37 billion at CEOC and nearly $470 million at PropCo, resulting in LTM debt/EBITDA leverage of 13.1x at CEOC, 11.5x at PropCo, and 12.6x on a consolidated basis. The company completed two debt exchanges in December 2008 and April 2009, respectively, which addressed near-term maturities and reduced debt by nearly $3 billion. Both transactions were recorded as defaults by Fitch Credit Market Research in the form of Coercive Debt Exchanges. Caesars also completed a series of discounted debt repurchases of CMBS mezzanine debt at 30-50 cents on the dollar, which has resulted in about a $1.1 billion reduction of CMBS debt as of Sept. 30, 2010. Pursuant to the recently completed CMBS loan amendment that granted an option to extend the CMBS maturity to 2015, additional discounted repurchases will be completed in 4Q'10 and mandatory offers to CMBS mezzanine debt lenders could result in further discounted debt repurchases in subsequent quarters if the offers are accepted (or if not accepted, 85% of excess cash flow can be upstreamed to CZR). Once certain mezzanine debt thresholds are met, all excess PropCo cash flow will be trapped due to required amortization of the mortgage loan. As a result, PropCo may deleverage meaningfully over the next few years. The benefit of the debt reduction from the transactions above has been offset by other transactions executed to address other near- term bond maturities and paydown bank debt and/or reduce bank commitments in order to gain covenant relief. CEOC issued nearly $3.85 billion of secured first-lien and second-lien debt in multiple transactions from mid-2009 through April 2010. The interest rates on these transactions range from 9.50%-12.75%, which replaced debt carrying costs in the low-to-mid single range and dampened CEOC's already weak free cash flow profile. Based on Fitch's expectation of a modest gaming recovery over the next few years, and minimal debt paydown at the CEOC level, leverage is likely to remain above 11x at CEOC, and above 9x on a consolidated basis. Guidelines for Further Rating Actions: The ratings and Stable Outlook take into account the company's current financial strategy of attempting to grow into the current capital structure and realize benefits from a potential recovery in Las Vegas and other markets, rather than pursue a near-term debt reduction strategy. The company recently attempted a small IPO seeking to raise roughly $500 million, the proceeds of which were targeted toward growth projects rather than to reduce debt at CEOC, which is currently generating negative free cash flow. Given the company's minimal debt maturities until 2015 and solid liquidity position of $2.4 billion, it is reasonable for the financial sponsors to explore this strategy, but CEOC's IDR is likely to remain in the 'CCC' category until there is a clearly visible path back to a sustainable free cash flow profile at CEOC. Fitch believes that is unlikely over the next few years on an organic basis. The ratings are reliant on a resumption of low-single digit U.S. economic growth over the next few years and more normal consumer spending trends. Given Caesars' highly levered balance sheet and refinancing needs in 2015, Fitch does not believe the company could manage through another decline in economic activity. Fitch's rating system does not have + or - indicators in the rating categories of 'CCC' and below, so positive or negative rating actions with respect to the CZR and CEOC IDRs would reflect Fitch's view of credit quality migrating toward the 'B' or 'CC' rating categories. Weak Free Cash Flow Profile at CEOC: CEOC generated $1.37 billion of LTM adjusted property EBITDA after corporate expense, which was not enough to cover its LTM cash interest costs of roughly $1.45 billion. About $250 million of the cash interest costs relate to swap expense, some of which will be rolling off over the next few years. However, maintenance capex at CEOC is roughly $150-$165 million in 2010, which is an unsustainably low level, in Fitch's view. Now that the CMBS amendment is completed, the company's most pressing financial need over the next couple of years is to begin addressing CEOC's revolving credit facility and term loans: the currently undrawn $1.63 billion RCF expires in 2014, $5.8 billion of term loans B1- B3 (L+300) mature in 2015, and the nearly $1 billion term loan B4 (L+750 with 200 bp LIBOR floor) matures in 2016. Fitch's considerations with respect to this include: -- Fitch estimates roughly $875-$880 million of first-lien debt capacity relative to the 4.75x first-lien net leverage test (Fitch calculates it was 4.1x as of Sept. 30, 2010). However, as long as 90% of proceeds from any first-lien issuance are used to permanently repay the bank debt, it is virtually unrestricted for that purpose. -- On the second lien, there is an additional $750 million of debt capacity, but it may be more difficult to complete a second-lien issuance given Fitch's minimal recovery expectations at that level. -- Either a first-lien or second-lien issuance for refinancing the 2015 TLs is likely to further pressure CEOC's free cash flow profile, although it may help to further push out the credit facility maturity, if it coincided with an amend/extend transaction. PropCo's free cash flow profile is much healthier than CEOC. Fitch calculates PropCo generated nearly $470 million of LTM adjusted property EBITDA after corporate expense, which covers cash interest expense of nearly $200 million comfortably at 2.3x- 2.4x, while maintenance capex at the six properties could run around $50 million annually. Therefore, this solid level of excess FCF will enable the company to either improve the leverage profile at PropCo, or upstream cash to CZR, which could be used to support the CEOC credit or invest in growth opportunities. Asset Quality Deterioration: Due to the heavy debt burden following the January 2008 LBO, CEOC's flexibility to re-invest in its properties was significantly reduced. Capital re-investment in its properties is likely to remain limited given CEOC's weak FCF outlook over the next couple of years, which is likely to result in continued asset quality deterioration. As a result, Fitch believes CEOC will be under continued near-term market share pressure from better capitalized competitors, such as Wynn and LVS in Las Vegas, and Penn National and Ameristar in regional markets. Somewhat mitigating this impact in Las Vegas is that MGM, which has the largest market share on the LV Strip, is also currently under- investing in its properties in that market, in Fitch's view. Poor Near-term Market Exposure Profile: Caesars has sizable exposure to markets with a weak near-term outlook, including the LV Strip (37% of LTM adjusted property EBITDA) and Atlantic City (17%), while having no exposure to stronger markets such as Macau. Fitch expects a Las Vegas Strip recovery to build traction in 2011, accelerate as the year progresses, and be more pronounced in 2012-2013, as the impending Cosmopolitan opening will be the last new casino opening on the LV Strip for at least five years, in Fitch's view. However, Atlantic City will remain under pressure for some time, as table games have been introduced in the Pennsylvania market, which is impacting near-term performance, while the potential for additional supply (Aqueduct and Shinnecocks in NY, Revel Entertainment and boutique casinos in AC) provides a substantial overhang to the market in the medium term. Limited Organic Growth Profile: Caesars has limited organic growth prospects of significance relative to its size. The company indicated that it planned to use IPO proceeds on four projects, which require roughly $500 million of investment from CZR. Following the cancellation of the IPO, Fitch expects that the company will continue to progress with the higher return projects, including the Ohio JV and the Penn's Landing project, while possibly deferring the other lower return projects. CZR would also benefit from any approval of internet gaming in the U.S., as the company is well positioned with its interactive division and the World Series of Poker brand. If legalization in the U.S. occurred, it would likely help CZR's ability to execute an IPO at a more desirable price, which would strengthen the consolidated credit profile. Industry Leading U.S. Operating Profile: Ratings also consider Caesars' position as the largest and most diverse casino operator in the U.S. with solid brands and an industry leading customer database system. The company operates in every major commercial jurisdiction in the U.S., generally with a top three market share position. Its casino operating model focuses more heavily on slot revenue, which is less volatile than table revenues. The company's Total Rewards customer database has over 40 million members, which the company uses effectively to build loyalty and cross-market its properties. Structural and Recovery Considerations: The HoldCo has no material long-term assets or debt and provides a downstream guarantee to OpCo, which is the company's main debt issuing entity and contains most of the company's material assets outside of the PropCo. As a result, Fitch equalizes the IDRs of CZR and CEOC. The IDR differential between CEOC and Chester reflect these considerations: -- Since it is 95% owned by CEOC, Chester is not a guarantor of CEOC (material wholly-owned subsidiaries are guarantors); -- There are no cross defaults with respect to Chester and CEOC debt; -- Chester's assets are pledged as collateral for Chester's debt, not CEOC; -- Fitch believes there is a moderate strategic linkage, given the proximity to the company's other properties, common marketing database, and common management. As a result, Chester's 'B-' IDR reflects a moderate linkage relationship relative to CEOC's 'CCC' IDR. On a standalone basis, Fitch might view Chester as a 'B' IDR given that is a single-site credit in a highly competitive region with additional supply risk, but its leverage is less than 4x and producing solid FCF. The company recently obtained an additional $40 million from new term loans at Chester, but there are covenants that limit further leveraging at this entity. Recovery and Issue-Specific Ratings: Caesars' 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. Based on its recovery scenario, Fitch estimates superior recovery (71%-90% range) of the CEOC first-lien debt, which equates to a 'B/RR2' rating or a two- notch positive differential from the 'CCC' IDR. However, Fitch estimates minimal recovery prospects for all other CEOC debt classes, resulting in a rating of 'C/RR6' for the secured second- lien debt, unsecured debt with subsidiary guarantees, and unsecured debt without subsidiary guarantees. Fitch also estimates the Chester debt would be fully recovered in the event of default, which results in a 'BB-/RR1' rating on the Chester term loan, or the maximum three-notch positive differential from Chester's 'B-' IDR. CARL YECKEL: Court Rules on Dispute Over Exemptions --------------------------------------------------- Judge Stacey G.C. Jernigan denied a motion by Carl Yeckel seeking to have the Court strike Amended Objections to Exemptions filed on June 3, 2006, by creditor The Carl B. and Florence E. King Foundation, and joined in by Jim Cunningham, in his capacity as the Chapter 7 Trustee and the Texas Attorney General. The Court also denied a Motion to Strike filed by King Foundation and the Trustee, in which the King Foundation and Trustee seek to have the Court strike the Debtor's Response to Motion for Summary Judgment. A copy of the Court's Findings of Fact, Conclusions of Law and Order Denying Motions to Strike dated November 12, 2010, is available at http://is.gd/invXlfrom Leagle.com. Carl Yeckel filed a voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 05-39136) on August 12, 2005. The Debtor's case was converted to one under Chapter 7 of the Bankruptcy Code on November 3, 2005. Jim Cunningham was appointed as Chapter 7 Trustee. CARLTON HOTEL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Carlton Hotel LLC 150 East South Temple Salt Lake City, UT 84111 Bankruptcy Case No.: 10-36787 Chapter 11 Petition Date: December 3, 2010 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Judge: Joel T. Marker Debtor's Counsel: Bentley R. Peay, Esq. Danny C. Kelly, Esq. STOEL RIVES LLP One Utah Center 201 South Main Street, Suite 1100 Salt Lake City, UT 84111 Tel: (801) 578-6979 Fax: (801) 578-6999 E-mail: brpeay@stoel.com dckelly@stoel.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $50,001 to $100,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/utb10-36787.pdf The petition was signed by James D. Wright, manager. CATHOLIC CHURCH: Wilm.'s Disc. Statement Hearing Moved to Jan. 4 ---------------------------------------------------------------- The hearing to consider the adequacy of the Disclosure Statement accompanying the Plan of Reorganization submitted by the Catholic Diocese of Wilmington, Inc., has been continued to January 4, 2011, at 9:30 a.m., prevailing Eastern Time, according to papers filed in court. Wilmington's Disclosure Statement hearing was originally set for December 6. As previously reported, these parties-in-interest filed separate objections against the approval of the Disclosure Statement: -- the Official Committee of Unsecured Creditors; -- the Official Committee of Lay Employees; -- Allianz S.p.A. and Fireman's Fund Insurance Company; -- Susan S. Phoebus; -- Wilmington Trust Company, as indenture trustee; -- the Unofficial Committee of 98 State Court Abuse Survivors, and its counsel, Jacobs & Crumplar, P.A., and The Neuberger Firm, P.A.; and -- Granite State Insurance Company and Insurance Company of the State of Pennsylvania. The Unofficial Committee of 91 State Court Abuse Survivors filed a joinder to the Creditors Committee's Objection. The Objecting Parties argue, among other things, that the Disclosure Statement does not contain adequate information as required by Section 1125(b) of the Bankruptcy Code, and that it does not enable a creditor to decide whether to accept or reject the Plan. Wilmington Addresses Objections The Catholic Diocese of Wilmington, Inc., tells the U.S. Bankruptcy Court for the District of Delaware that although the parties that opposed the approval of the Disclosure Statement accompanying its Plan of Reorganization have filed a substantial amount of paper, the objections when reduced to their essentials consist of: (a) several substantive, factual objections to the Plan wrongly asserted as legal, "patent unconfirmability" objections; (b) several objections ostensibly requesting additional disclosure, but in fact collaterally attacking provisions of the Plan or requesting comfort as to the intended application of the Plan; (c) some legitimate requests for additional disclosure; and (d) some proposed changes to the proposed solicitation procedures, most of which, though not necessary under the law, the Diocese does not oppose. The Objecting Parties are: * the Official Committee of Unsecured Creditors; * the Official Committee of Lay Employees; * Allianz S.p.A. and Fireman's Fund Insurance Company; * Susan S. Phoebus; * Wilmington Trust Company, as indenture trustee; * the Unofficial Committee of 98 State Court Abuse Survivors, and its counsel, Jacobs & Crumplar, P.A., and The Neuberger Firm, P.A.; and * Granite State Insurance Company and Insurance Company of the State of Pennsylvania. A summary of the specific Disclosure Statement Objections asserted by the Creditors Committee and the Employee Committee, and the Diocese's responses to them, can be obtained for free at: http://bankrupt.com/misc/Church_W_Resp_DSObj_120110.pdf At the outset, it is well settled that the disclosure statement hearing should not be converted into a premature hearing on plan confirmation, James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, tells the Court. He asserts that approval of a disclosure statement is an interlocutory action in the progress of a Chapter 11 reorganization leading to a confirmation hearing at which all parties have ample opportunity to object to confirmation of the plan. Mr. Patton argues that objections relating to the substantive provisions of the Plan are best left for the confirmation hearing itself. At this stage, he points out, only the adequacy of the information in the Disclosure Statement needs to be addressed. "To address confirmation issues at the Disclosure Statement hearing would convert the disclosure hearing into a premature confirmation hearing," Mr. Patton points out. In light with the Creditors Committee's objections to the proposed solicitation procedures, the Diocese will modify the proposed form of order or proposed forms of ballot to, among other things, (i) provide the Creditors Committee with notice and opportunity to be heard on any request to continue the Confirmation Hearing, (ii) permit objecting parties, who wish to remain anonymous, to use the name set forth in the prepetition state court litigation, and (iii) confirm that an objection to confirmation will not be disallowed solely because the objector does not propose a modification that would resolve the objection. Proposed Revised Disclosure Statement Mr. Patton also asserts that the Disclosure Statement contains adequate information. However, the Diocese proposes a revised Disclosure Statement, to include the Creditors Committee's assertions and objections to the Disclosure Statement and the Plan, together with the Diocese responses. The Revised Disclosure Statement also provides that the Lay Pension Plan is defined as a "church plan" as defined in (i) Section 3(33) of the Employee Retirement Income Security Act of 1974, and therefore, is exempt from the provisions of the ERISA pursuant to Section 4 of the ERISA, and (ii) Section 414(e) of the Internal Revenue Code of 1986, and therefore, exempt from most of the provisions of the IRC that are applicable to qualified retirement plans. A summary of financial projections for the three years following confirmation of the Plan and the lists of insurance policies covering the Diocese and the Non-Debtor Catholic Entities are added in the Revised Disclosure Statement. The insurance policies are also disclosed under the Diocese's assets. The Diocese tells Judge Sontchi it intends to work with the Objecting Parties and other parties-in-interest to address any remaining concerns with respect to the adequacy of disclosure. A blacklined copy of the proposed revised Disclosure Statement is available for free at: http://bankrupt.com/misc/Church_W_PropRev_DS_120110.pdf About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19. There are 131 cases filed against the Diocese, with 30 scheduled for trial. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC, is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CATHOLIC CHURCH: J. Vai Awarded $33MM vs. Deluca & St. Elizabeth ---------------------------------------------------------------- A jury in Delaware awarded John Vai $30 million in compensatory damages against Francis DeLuca and another $3 million against St. Elizabeth's Parish for failing to prevent Mr. DeLuca from abusing the Plaintiff. Mr. DeLuca is a former priest of the Catholic Diocese of Wilmington, Inc. Mr. Vai, who alleged that he was abused repeatedly by Mr. DeLuca in the 1960s at St. Elizabeth's parish, in Wilmington, holds a Personal Injury Tort Claim in the Diocese's bankruptcy case. A hearing to consider punitive damages against Mr. DeLuca and St. Elizabeth's began on December 6, 2010. Delaware Superior Court Judge James Vaughn, Jr., has directed the panel of seven men and five women to return to court to hear two more days of testimony before considering possible punitive awards, The News Journal reported. "Personally, I feel some of the weight is relieved. Some of the pressure is off me," the News Journal quoted Mr. Vai as saying. "I thank the jury for doing justice for me and for all survivors. . . . The legal system in Delaware works and can render justice to all survivors of sexual abuse," Mr. Vai added. According to a report from The Associated Press, Mr. Vai's award for compensatory damages is the largest ever awarded in a clergy sexual abuse lawsuit in the United States of America, and that a parish had never before been found liable for abuse, citing advocates for victims of clergy abuse. "It is far and away the largest single verdict in any clergy sex abuse case for compensatory damages," AP quoted Jeff Anderson, a St. Paul, Minnesota attorney, who has represented more than 2,000 alleged victims. "This would be a new and unprecedented outcome that I have no doubt is much needed and well?deserved and hard? fought." Bishop Malooly's Statement Wilmington Bishop W. Francis Malooly issued a statement following the findings against St. Elizabeth's Parish. "First and foremost, I wish to convey, once again, my sincere apology to Mr. John Vai for the suffering he experienced as a child at the hands of Francis Deluca while Deluca was a priest for the Diocese of Wilmington. I also reiterate my apologies to anyone who suffered child abuse by priests of this diocese and I reaffirm my deep commitment to creating and sustaining a safe environment within the Church for our children and youth. I am disappointed that the jury found the people of Saint Elizabeth's liable for the acts of Francis Deluca. It is unfortunate that the parish community of Saint Elizabeth's is being made to pay for the criminal and sinful acts of someone who was assigned by the diocesan bishop at the time to be one of their priests. It continues to be my position that the bishop of the diocese is responsible for the actions of the priests of his diocese. The diocese will continue to seek a just and equitable settlement with Mr. Vai and all survivors of sexual abuse through the mediation process which we have pursued in good- faith since July of this year." About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19. There are 131 cases filed against the Diocese, with 30 scheduled for trial. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC, is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). About the Diocese of Wilmington The Diocese of Wilmington covers Delaware and the Eastern Shore of Maryland and serves about 230,000 Catholics. The Delaware diocese is the seventh Roman Catholic diocese to file for Chapter 11 protection to deal with lawsuits for sexual abuse. Previous filings were by the dioceses in Spokane, Washington; Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and San Diego, California. The bankruptcy filing automatically stayed eight consecutive abuse trials scheduled in Delaware scheduled to begin October 19. There are 131 cases filed against the Diocese, with 30 scheduled for trial. The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del. Case No. 09-13560). Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Diocese. The Ramaekers Group, LLC, is the financial advisor. The petition says assets range $50,000,001 to $100,000,000 while debts are between $100,000,001 to $500,000,000. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CDX GAS: Court Grants Ex-Supervisor's $17,850 Claim --------------------------------------------------- Judge Letitia Z. Paul granted James Wright a claim for $17,850, of which $10,950 is entitled to priority pursuant to 11 U.S.C. Sec. 507(a)(4)(A), in the bankruptcy cases of CDX Gas LLC and its affiliates. Mr. Wright previously worked for CDX Gas as a supervisor in land administration at CDX's Dallas, Texas office. The Debtors had challenged the claim. A copy of Judge Paul's Memorandum Opinion, dated December 2, 2010, is available at http://is.gd/inRKDfrom Leagle.com. Based in Houston, Texas, CDX Gas LLC -- http://www.cdxgas.com/-- is an independent gas company that explores, develops, and produces onshore North American unconventional natural gas resources located in coal, shale, and tight gas sandstone formations. The Company and 17 of its affiliates filed for Chapter 11 protection on December 12, 2008 (Bankr. S.D. Tex. Lead Case No. 08-37922). Four additional affiliates filed voluntary petitions under Chapter 11 on April 1, 2009. CDX Rio, LLC, an entity in which CDX Gas indirectly owns a 90% membership interest, and Arkoma Gathering, LLC, an entity in which CDX Gas owns a 75% membership interest, filed for Chapter 11 protection on April 1, 2009. In its schedules, CDX disclosed total assets of $996,308,606 and total debts of $831,259,526. Harry Perrin, Esq., D. Bobbitt Noel, Esq., John E. Mitchell, Esq., and Michaela C. Crocker, Esq., at Vinson Elkins LLP, represented the Debtors in their restructuring efforts. Gardere Wynne Sewell LLP, served as conflicts counsel. Epiq Bankruptcy Solutions, LLC, was the claims and noticing agent. The Debtors also hired Ryder Scott Company, L.P. as Petroleum Consultants; Wilhoit & Kaiser as special title examination counsel; Fish & Richardson LLP as Special Intellectual Property Counsel; Deloitte Tax LLP as Tax Consultants; and Jefferies & Company, Inc., as valuation experts. On January 7, 2009, the Office of the United States Trustee informed the Court of its inability to solicit sufficient interest from creditors to form an official committee of unsecured creditors. Plans were confirmed as to CDX Rio on July 10, 2009 and as to the remaining Debtors on September 23, 2009. The plan as to the remaining Debtors provided for dismissal as to several of the Debtors and merger as to several of the other Debtors. The remaining entities are CD Exploration, LLC, CDX Acquisition Company, LLC, and Vitruvian Exploration, LLC. CEDAR CITY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Cedar City Inn LLC 250 North 1100 West Cedar City, UT 84721 Bankruptcy Case No.: 10-36790 Chapter 11 Petition Date: December 3, 2010 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Judge: William T. Thurman Debtor's Counsel: Bentley R. Peay, Esq. Danny C. Kelly, Esq. STOEL RIVES, LLP 201 South Main Street, Suite 1100 Salt Lake City, UT 84111 Tel: (801) 328-3131 Fax: (801) 578-6999 E-mail: brpeay@stoel.com dckelly@stoel.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/utb10-36790.pdf The petition was signed by James D. Wright, manager. CENTRO NP: Unit Sells Stake in 25 Malls to Inland American ---------------------------------------------------------- Centro NP Residual Holding LLC has sold a portion of its interest in 25 shopping centers to, and entered into a strategic joint venture in respect of those shopping centers with, Inland American CP Investment, LLC, a wholly owned subsidiary of Inland American Real Estate Trust Inc. The new joint venture has secured US$310 million of term loans with J.P. Morgan and Goldman Sachs which mature in 10 years. These loans are secured by assets within the joint venture. Proceeds from the sale of the shopping center interests and new term loans will be utilized to fully repay roughly US$424 million of Centro NP Residual LLC debt which was to mature on December 9, 2010. Centro, as the managing member, will be responsible for providing management and leasing services and will continue to receive management fees. "Centro is pleased with the outcome of the refinancing and structure of the joint venture with Inland American and looks forward to the continued leverage our national platform provides through value add leasing and management of the portfolio," said Michael Carroll, Chief Executive Officer & President, Centro US. On July 11, 2007, Centro NP LLC and Super LLC formed Centro NP Residual Holding as a limited liability company with a principal business of ownership and development of community and neighborhood shopping centers throughout the United States. Centro NP owned 49% of the non-managing interest in Residual, and Super owned 51% of the managing member interest in Residual. Residual owned 161 stabilized retail properties in 29 states as of September 30, 2010. The 161 properties include 160 community and neighborhood shopping centers with roughly 26.9 million square feet of gross leasable area, and one related retail asset with roughly 42,000 square feet of GLA. At September 30, 2010, the GLA for the properties was approximately 88% leased. All properties are held in fee simple. Centro NP LLC owns and develops community and neighborhood shopping centers throughout the United States. The Company was formed in February 2007 to succeed the operations of New Plan Excel Realty Trust, Inc. At September 30, 2010, Centro NP had total assets of $3,266,110,000 and total liabilities of $1,829,222,000 and redeemable non-controlling interests partnerships of $21,559,000; total Centro NP LLC equity of $1,413,977,000, non-controlling interest in partnerships of $1,352,000 and total equity of $1,415,329,000. As reported by the Troubled Company Reporter on October 21, 2010, Moody's Investors Service has affirmed the senior unsecured debt ratings of Centro NP at Caa2. The negative outlook reflects Centro NP's liquidity constraints and reduced pool of unsecured properties. CHINA SHENGHUO: NYSE Amex Accepts Firm's Compliance Plan -------------------------------------------------------- China Shenghuo Pharmaceutical Holdings, Inc. has accepted the Company's plan of compliance for continued listing. On September 22, 2010 the Company received notice from the NYSE Amex Staff indicating that the Company is below certain of the Exchange's continued listing standards due to the fact that its stockholder's equity is less than $2,000,000, it has sustained losses from continuing operations, and it has net losses in two out of its three most recent fiscal years, as set forth in Section 1003(a)(i) of the NYSE Amex Company Guide. The Company was afforded the opportunity to submit a plan of compliance to the Exchange to demonstrate its ability to regain compliance with the continued listing standards by March 22, 2012. On October 29, 2010 and November 29, 2010, the Company presented its plan and responses to supplemental questions to the Exchange. On December 6, 2010 the Exchange notified the Company that it accepted the Company's plan of compliance and granted the Company an extension until March 22, 2012 to regain compliance with the continued listing standards. The Company will be subject to periodic review by Exchange Staff during the extension period. Failure to make progress consistent with the plan or to regain compliance with the continued listing standards by the end of the extension period could result in the Company being delisted from the NYSE AMEX. Mr. Gui Hua Lan, Chief Executive Officer of China Shenghuo, stated, "We are executing on our plan and believe the successful execution of this plan will enable us to regain compliance with the Exchange's listing standards." About China Shenghuo Founded in 1995, China Shenghuo is a specialty pharmaceutical company that focuses on the research, development, manufacture and marketing of Sanchi-based medicinal and pharmaceutical, nutritional supplement and cosmetic products. Through its subsidiary, Kunming Shenghuo Pharmaceutical (Group) Co., Ltd., it owns thirty SFDA (State Food and Drug Administration) approved medicines, including the flagship product Xuesaitong Soft Capsules, which is currently being listed in the 2010 Provincial Insurance Catalogue of eleven provinces and remains to be listed in the 2009 Provincial Insurance Catalogue of fourteen provinces around China. At present, China Shenghuo incorporates a sales network of agencies and representatives throughout China, which markets Sanchi-based traditional Chinese medicine to hospitals and drug stores as prescription and OTC drugs primarily for the treatment of cardiovascular. CLAIRE'S STORES: Files Form 10-Q; 3rd Qtr. Net Income at $3.65MM ---------------------------------------------------------------- Claire's Stores Inc. filed its quarterly report on Form 10-Q with the Securities and Exchange Commission. As reported in the Dec. 6 edition of the Troubled Company Reporter, the Company said in an earnings release that net income was $3.65 million for the three months ended Oct. 30, 2010, compared with net income of $2.89 million for the three months ended Oct. 31, 2009. The Company reported net sales of $348.2 million for the fiscal 2010 third quarter, an increase of $23.8 million, or 7.3% compared to the fiscal 2009 third quarter. The Company's balance sheet at Oct. 30, 2010, showed $2.79 billion in total assets, $218.86 million in total current liabilities, $2.62 billion in long-term debt, and a stockholders' deficit of $47.89 million. A full-text copy of the earnings release is available for free at http://ResearchArchives.com/t/s?7064 A full-text copy of the quarterly report on Form 10-Q is available for free at http://ResearchArchives.com/t/s?70a4 About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- operates as a specialty retailer of fashion accessories and jewelry for preteens and teenagers, as well as for young adults in North America and internationally. It offers jewelry products that comprise costume jewelry, earrings, and ear piercing services; and accessories, including fashion accessories, hair ornaments, handbags, and novelty items. Based in Pembroke Pines, Florida, Claire's Stores operates under two brands: Claire's(R), which operates worldwide and Icing(R), which operates only in North America. As of January 31, 2009, Claire's Stores, Inc., operated 2,969 stores in North America and Europe. Claire's Stores, Inc., also operates through its subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint venture with AEON, Co., Ltd. The Company also franchises 198 stores in the Middle East, Turkey, Russia, South Africa, Poland and Guatemala. Claire's Stores carries 'Caa3' long term corporate family and probability of default ratings, with 'stable' outlook, from Moody's Investors Service, and 'B-' issuer credit ratings, with 'stable' outlook, from Standard & Poor's. CLEMENT CARINALLI: Plan of Reorganization Declared Effective ------------------------------------------------------------ The Hon. Alan Jaroslovsky of the U.S. Bankruptcy Court for the Northern District of California declared that the effective date of the Plan of Reorganization for Clement C. and Ann Marie Carinalli occurred December 1, 2010. On November 16, the Court confirmed the Second Amended Joint Plan of Reorganization proposed by the Debtors and the Official Committee of Unsecured Creditors. As reported in the Troubled Company Reporter on August 26, 2019m the Plan provides that the creditors' trustee is expected to pay: (i) 10% of all allowed general unsecured claims for creditors who have chosen early payment, within approximately 18 months or earlier; and (ii) between 26.7% and 55.7% of all allowed general unsecured claims for creditors who have chosen to receive payments over a more extended time period spanning approximately five years, using the cash generated by the sale of most or all of the Debtors' non-exempt assets that have equity value. A full-text copy of the Disclosure Statement, as twice amended, is available for free at: http://bankrupt.com/misc/ClementCarinalli_Plan1116.pdf About Clem Carinalli On Sept. 14, 2009, an involuntary chapter 7 bankruptcy petition was filed against Sonoma, California's biggest real estate investor Clement C. Carinalli and his wife, Ann Marie Carinalli, (Bankr. N.D. Calif. Case No. 09-12986). On Sept. 29, 2009, the case was converted to Chapter 11. The Carinallis are now joint debtors in possession. Honorable Alan Jaroslovsky is the presiding judge. The Debtors are represented by Meyers Law Group, P.C. The Creditors Committee is represented by Pachulski, Stang Ziehl & Jones LLP. CONTINENTAL AIRLINES: To Issue $427MM in Notes to Buy Planes ------------------------------------------------------------ On December 2, 2010, Continental Airlines Inc., Wilmington Trust Company, as subordination agent and pass through trustee under certain pass through trusts newly formed by the Company, Wells Fargo Bank Northwest, National Association, as escrow agent under the Escrow Agreements, and Wilmington Trust Company, as paying agent under the Escrow Agreements, entered into the Note Purchase Agreement, dated as of December 2, 2010. The Note Purchase Agreement provides for the future issuance by the Company of equipment notes in the aggregate principal amount of $427,151,000 to finance: i) 12 Boeing aircraft currently owned by the Company and ii) six new Boeing aircraft scheduled for delivery from December 2010 through April 2011. Pursuant to the Note Purchase Agreement, upon the financing of each Aircraft, the Trustee will purchase Equipment Notes issued under a trust indenture and mortgage with respect to such Aircraft to be entered into by the Company and Wilmington Trust Company, as mortgagee. Each Indenture contemplates the issuance of Equipment Notes in two series: Series A, bearing interest at the rate of 4.750% per annum, and Series B, bearing interest at the rate of 6.000% per annum, in aggregate principal amounts equal to $362,659,000 and $64,492,000, respectively. The Equipment Notes will be purchased by the Trustee, using the proceeds from the sale of Pass Through Certificates, Series 2010-1A, and Pass Through Certificates, Series 2010-1B. Pending the purchase of the Equipment Notes, the proceeds from the sale of the Certificates of each Class were placed in escrow by the Trustee pursuant to an Escrow and Paying Agent Agreement, dated as of December 2, 2010, among Wells Fargo Bank Northwest, National Association, as escrow agent, Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Deutsche Bank Securities Inc., and J.P. Morgan Securities LLC, as underwriters, and Wilmington Trust Company, as Trustee and Paying Agent, corresponding to such Class. The escrowed funds were deposited with JPMorgan Chase Bank, N.A. under a separate deposit agreement for each Class of Certificates, each dated as of December 2, 2010, between Wells Fargo Bank Northwest, National Association, as escrow agent, and JPMorgan Chase Bank, N.A., as depositary. The interest on the Equipment Notes and the escrowed funds is payable semi-annually on each January 12 and July 12, beginning on July 12, 2011. The principal payments on the Equipment Notes are scheduled on January 12 and July 12 in certain years, beginning on January 12, 2012. The final payments will be due on January 12, 2021, in the case of the Series A Equipment Notes, and January 12, 2019, in the case of the Series B Equipment Notes. Maturity of the Equipment Notes may be accelerated upon the occurrence of certain events of default, including failure by the Company to make payments under the applicable Indenture when due or to comply with certain covenants, as well as certain bankruptcy events involving the Company. The Equipment Notes issued with respect to each Aircraft will be secured by a lien on such Aircraft and will also be cross-collateralized by the other Aircraft financed pursuant to the Note Purchase Agreement. About Continental Airlines Continental Airlines is the world's fifth largest airline. Continental, together with Continental Express and Continental Connection, has more than 2,700 daily departures throughout the Americas, Europe and Asia, serving 132 domestic and 137 international destinations. Continental is a member of Star Alliance. Continental has total assets of $13.60 billion against total debts of $12.87 billion as of June 30, 2010. In May 2010, Continental announced an agreement to merge with UAL Corp. In August 2010, Moody's Investors Service affirmed its 'B2' corporate family, with negative outlook, for Continental Airlines. Moody's said the affirmation, among other things, signifies the potential for it to maintain the B2 rating if the proposed merger with UAL (B3 corporate family from Moody's, on review for upgrade) is completed under terms that enable the combined entity to achieve the potential revenue and cost synergies that have been identified. However, the outlook remains negative because of the industry's weak track record in successfully executing large business combinations. Continental caries a 'B' corporate rating, on watch negative, from Standard & Poor's. Shareholders of Continental Airlines Inc. and UAL Corp. approved, as expected, a merger between the companies. Standard & Poor's ratings on both entities (which also include UAL subsidiary United Air Lines Inc.) remain on CreditWatch -- with negative implications in the case of Continental, and with positive implications in the case of UAL. Also, S&P's ratings on both airlines' enhanced equipment trust certificates (EETCs) remain on CreditWatch with developing implications. According to the Troubled Company Reporter on Nov. 21, 2010, Moody's Investors Service assigned Baa2 and Ba2 ratings, to the Class A and Class B Pass Through Certificates, Series 2010-1, respectively, of the 2010-1 Pass Through Trusts to be issued by Continental Airlines, Inc. The transaction documentation provides for the possible issuance of one additional subordinated tranche of certificates at a future date. The subordination provisions of the inter-creditor agreement provide for the payment of interest on the Preferred Pool Balance of the Class B Certificates before payments of principal on the Class A Certificates. Amounts due under the Certificates will, in any event, be subordinated to any amounts due on either of the Class A or Class B Liquidity facilities, each of which provides for three consecutive semi- annual interest payments due the respective Certificate holders. CONVATEC HEALTHCARE: S&P Assigns 'B+' Corporate Credit Rating ------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its preliminary 'B+' corporate credit rating to Skillman, New Jersey- based ConvaTec Healthcare D. The outlook is stable. At the same time, S&P assigned its preliminary 'B+' issue rating and preliminary '3' recovery rating to the company's $250 million revolving credit facility, which can be drawn in US$, EUR, GBP, or DKK. The 'B+' and '3' ratings reflect S&P's expectation of meaningful recovery (50% to 70%) of principal for lenders in the event of default. S&P also assigned its preliminary 'B+' issue ratings to the company's $500 million U.S. dollar-denominated secured term loan, $350 million (dollar equivalent) Euro-denominated secured term loan, and $690 million (dollar equivalent) Euro-denominated senior secured notes. S&P assigned preliminary '3' recovery ratings on all these issues, indicating its expectation of meaningful recovery (50% to 70%) of principal for lenders in the event of default. S&P assigned preliminary 'B' issue ratings to the company's $500 million U.S. dollar-denominated senior unsecured notes and $680 million (dollar equivalent) Euro-denominated senior unsecured notes. S&P assigned preliminary '5' recovery ratings to both these issues. The 'B' and '5' ratings reflect S&P's expectation of modest recovery (10% to 30%) of principal for lenders in the event of a default. "The highly speculative-grade preliminary ratings on ConvaTec reflect S&P's expectations that the company will not delever in the medium term; increasing adjusted debt will offset anticipated EBITDA growth," said Standard & Poor's credit analyst Cheryl Richer. The company's highly leveraged financial risk profile, with adjusted debt/EBITDA expected to remain between 10x-11x over the next several years, is viewed on a consolidated basis at parent holding company ConvaTec Healthcare B S.a.r.l. ConvaTec, spun out from Bristol-Myers Squibb Co. in 2008, was purchased by Nordic Capital and Avista Capital Partners; the sponsors invested about $2 billion of mandatorily redeemable preferred equity certificates. S&P views the PECs, and accrued dividends, as debt, which added about $2.4 billion of debt to total reported debt at year-end 2009. S&P believes revenues should improve as the recession ebbs, and cash flows should strengthen materially as the majority of one time expenses related to the separation from Bristol Myers Squibb Co. roll off substantially by year end 2010. Thus, despite high debt leverage, S&P expects liquidity to be adequate. S&P believes that the company will maintain a satisfactory business risk profile given its product, geographic, and customer diversity; leading market positions and strong customer relationships; and steady product demand. ConvaTec plans to refinance its debt, as well as mezzanine debt at intermediate holding company, ConvaTec Healthcare C. The recapitalization will give the company the ability to pay down its bank debt. However, over the next five years, S&P expects PEC dividend accruals to exceed the level of debt repayments; the dividend rate (average of 3 tranches) is about 13.3%. Despite anticipated modest EBITDA growth over this timeframe, S&P believes that adjusted debt/EBITDA will remain between 10x?11x, and funds from operations to debt will remain below 6%. Furthermore, about 63% of the debt will be denominated in Euros. While this structure better matches the cash flows of the company with revenues, it subjects balance sheet debt to volatility as exchange rates fluctuate. S&P expects diversity will reduce dependence on any product, location (reimbursement and economic benefits) or customer. The company's four business platforms are Ostomy Care (37% of sales), wound therapeutics (32%), continence & critical care (CC&C; 18%) and infusion devices (ID; 13%). ConvaTec's products are sold in over 100 countries; sales are derived from the U.S. (42%), Europe/Middle East/Africa (50%), and Asia (8%). In addition, ConvaTech has minimal, and indirect, reimbursement risk. ConvaTec has maintained strong leading market positions across its product lines as a result of product life extensions and innovative changes; S&P expects this to continue given the company's robust product pipeline. It is one of the three large players in ostomy, along with Coloplast and Hollister/Dansac. Ostomy customers, who are typically loyal, provide an annuity stream (disposable pouches). ConvaTec is the primary provider of infusion products, sold to major manufacturers (such as Medtronic Corp. and J&J) as a component of diabetes pumps and monitors. Its advanced wound dressings and CC&C products, such as containment devices and catheters, have a strong hospital presence. Having been founded as a division of the Squibb Corp. in 1978, ConvaTec has long standing customer relationships and established distribution channels. No customer accounts for more than 7% of sales, and the customer base, which includes hospitals, medical device manufacturers, distributors, and end users, is varied. ConvaTec had mid-single digit revenue growth over the past several years until 2009, when (constant currency) sales flattened as a result of the global recession. Sales have only picked up negligibly in the first three quarters of 2010. As the economy improves, and several pending product launches are executed, S&P believes that sales will accelerate further. The company has largely completed its separation from Bristol- Myers Squibb Co, including establishing an independent infrastructure and rationalizing its manufacturing facilities down to 12 from 15. Operating margins, per S&P's calculations and before depreciation, have improved (currently at 28%) as a result of manufacturing plant rationalizations, and decline in one-time separation expenses. S&P expects the company to extract further efficiencies as it focuses on manufacturing processes, which should mitigate the pricing pressures and the impact of inflation on cost of goods sold. S&P believes ConvaTec currently has adequate liquidity to meet its needs over the next two to three years. S&P's view of the company's liquidity profile incorporates these expectations: S&P expects that liquidity sources (consisting primarily of cash, discretionary cash flow, and revolver availability) will exceed uses by 2x over the next two to three years. S&P expects liquidity sources to continue to exceed uses, even if EBITDA were to decline by 50%. S&P believes the company might not absorb a high-impact, low-probability event. S&P believes ConvaTec would not breach its covenants in the event of a 15%-20% revenue decline, since S&P expects its initial covenant compliance cushion to be about 25%. Given the company's refinancing, it appears to have solid bank relationships; however, sponsor ownership impedes its ability to access to the equity markets. Unrestricted cash and short-term investments were about $90 million at Sept. 30, 2010, and S&P expects the company to have full availability on its $250 million revolving credit facility when it completes the transaction. As a result of the new financing, the company will have no near term debt maturities. The company's bank facilities and secured debt are rated preliminary 'B+' with a preliminary recovery rating of '3', reflecting expectations of meaningful recovery (50% to 70%) of principal in the event of default. The facilities consist of a $250 million revolving credit facility (which can be drawn in US$, EUR, GBP, and DKK), a $500 million U.S. dollar-denominated secured term loan, a $350 million (dollar equivalent) Euro-denominated secured term loan, and $690 million (dollar equivalent) Euro- denominated senior secured notes. A preliminary 'B' debt rating and preliminary '5' recovery rating is assigned to the company's $500 million U.S. dollar-denominated senior unsecured notes and $680 million (dollar equivalent) Euro-denominated senior unsecured notes. The preliminary 'B' and preliminary '5' ratings reflect expectations of modest recovery (10% to 30%) of principal in the event of a default. S&P's rating outlook on ConvaTec is stable. The ratings could be raised if adjusted debt leverage declines materially (to under 5x), although S&P does not anticipate this material a change unless the PECs are replaced with common equity. The ratings assume that internally generated cash will improve over the next 12 months as one-time costs fall off. S&P's ratings on ConvaTec could be lowered if liquidity weakens and S&P believes that the company could breach its bank loan covenants. COPPER KING: Gets Nod to Hire Levene Neale as Gen. Bankr. Counsel ----------------------------------------------------------------- Copper King Mining Corporation sought and obtained authorization from the U.S. Bankruptcy Court for the District of Utah to employ Levene, Neale, Bender, Yoo & Brill L.L.P. as general bankruptcy counsel. LNBYB will, among other things: a. represent the Debtor in any proceeding or hearing in the Court involving the estate unless the Debtor is represented in the proceeding or hearing by other special counsel; b. conduct examinations of witnesses, claimants or adverse parties and represent the Debtor in any adversary proceeding except to the extent that any adversary proceeding is in an area outside of LNBYB's expertise or which is beyond LNBYB's staffing capabilities; c. prepare and assist the Debtor in the preparation of reports, applications, pleadings and others including applications to employ professionals, interim statements and operating reports, initial filing requirements, schedules and statement of financial affairs, lease pleadings, cash collateral pleadings, financing pleadings, and pleadings with respect to the Debtor's use, sale or lease of property outside the ordinary course of business; and d. assist the Debtor in the negotiation, formulation, preparation and confirmation of a plan of reorganization and the preparation and approval of a disclosure statement in respect of the plan. LNBYB will be paid based on the rates of its professionals: David W. Levene $585 David L. Neale $585 Ron Bender $585 Martin J. Brill $585 Edward M. Wolkowitz $585 Timothy J. Yoo $585 David B. Golubchik $540 Monica Y. Kim $540 Beth Ann R. Young $540 Daniel H. Reiss $540 Irving M. Gross $540 Philip A. Gasteier $540 Jacqueline L. Rodriguez $485 Juliet Y. Oh $485 Michelle S. Grimberg $485 Todd M. Arnold $485 Todd A. Frealy $485 Anthony A. Friedman $415 Carmela T. Pagay $415 John-Patrick M. Fritz $335 Krikor J. Meshefejian $335 Lindsey L. Smith $225 Paraprofessionals $195 Martin J. Brill, Esq., a partner at LNBYB, assured the Court that the firm is a "disinterested person" as that term defined in Section 101(14) of the Bankruptcy Code. About Copper King Milford, Utah-based Copper King Mining Corporation, aka Western Utah Copper Company, filed for Chapter 11 bankruptcy protection on May 18, 2010 (Bankr. D. Nev. Case No. 10-51912). The Company estimated assets and debts at $100 million to $500 million in its Chapter 11 petition. The Company's affiliate, Western Utah Copper Company, filed a separate Chapter 11 petition on May 18, 2010 (Bankr. D. Nev. Case No. 10-51913). The Company estimated assets at $50 million to $100 million in assets and $500 million to $1 billion in debts. McGuireWoods LLP serves as counsel to the Official Committee of Unsecured Creditors. COPPER KING: Committee Gets Nod to Hire McGuireWoods as Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors in Copper King Corp.'s Chapter 11 bankruptcy case sought and obtained authorization from the Hon. Gregg W. Zive of the U.S. Bankruptcy Court for the District of Nevada to employ McGuireWoods LLP as counsel. McGuireWoods will, among other things: a. prepare motions, applications, answers, proposed orders, reports, and papers that may be necessary to preserve and further the Committee's interests in the Debtor's bankruptcy case; b. participate in the formulation of a plan as may be in the best interests of general unsecured creditors of the Debtor's estate; c. represent the Committee's interests with respect to the Debtor's efforts to obtain postpetition secured financing; and d. advise the Committee in connection with any potential sale of assets. McGuireWoods will be paid based on the rates of its professionals: Attorneys $295-$650 Paralegals $215 To the best of the Committee's knowledge, McGuireWoods is a "disinterested person" as that term defined in Section 101(14) of the Bankruptcy Code. Milford, Utah-based Copper King Mining Corporation, aka Western Utah Copper Company, filed for Chapter 11 bankruptcy protection on May 18, 2010 (Bankr. D. Nev. Case No. 10-51912). Bruce Thomas Beesley, Esq., at Lewis and Roca LLP, assists the Debtor in its restructuring effort. The Company estimated assets and debts at $100 million to $500 million in its Chapter 11 petition. The Company's affiliate, Western Utah Copper Company, filed a separate Chapter 11 petition on May 18, 2010 (Bankr. D. Nev. Case No. 10-51913). The Company estimated assets at $50 million to $100 million in assets and $500 million to $1 billion in debts. CREDIT-BASED ASSET: Cleared to Auction Management Business Jan. 10 ------------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Credit-Based Asset Servicing & Securitization LLC received approval from the bankruptcy court to hold an auction on Jan. 10, to test whether the $2.4 million offer from FIG LLC is the best bid for the collateral management business. Other bids are due Dec. 31. C-Bass originally wanted the auction on Dec. 14. Credit-Based Asset Servicing and Securitization LLC is a subprime mortgage investor based in New York City. C-Bass is a joint venture, owned in part by units of mortgage insurers MGIC Investment Corp. and Radian Group Inc. C-Bass and seven affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-16040) on Nov. 12, 2010. C-Bass disclosed $23.7 million in assets and $2.16 billion in liabilities in its Schedules of Assets and Liabilities. The Debtors' liabilities include $195.8 million of secured debt. Peter S. Partee, Esq., Richard P. Norton, Esq., Robert A. Rich, Esq., and Scott Howard Bernstein, at Hunton & Williams LLP represent the Debtors. Donlin, Recano & Company is the claims and noticing agent. The affiliates that filed separate Chapter 11 petitions are C-BASS CBO Holding LLC, C-BASS Credit Corp., C-BASS Investment Management LLC, NIM I LLC, Pledged Property II LLC, Starfish Management Group LLC, and Sunfish Management Group LLC. CREDIT-BASED ASSET: Taps Wilmington Trust to Creditors Committee ---------------------------------------------------------------- Wilmington Trust has been appointed by the United States Trustee to serve as a member of the unsecured creditors' committee in the bankruptcy of Credit-Based Asset Servicing and Securitization LLC (C-Bass). Wilmington Trust is indenture trustee for holders of approximately $234 million of debt issued by C-Bass, whose bankruptcy filing involves no credit exposure or investment risk to Wilmington Trust. As a result, the filing has no effect on Wilmington Trust's balance sheet, credit quality, or financial condition. Through CCS, Wilmington Trust is paid a fee for its services in the C-Bass case. Wilmington Trust has served on the unsecured creditors' committee for several of the largest corporate bankruptcies in American history, including those of Lehman Brothers Holdings, Inc., General Motors Corporation, and Washington Mutual, Inc. CCS offers institutional trustee, agency, asset management, retirement plan, and administrative services for clients worldwide who use capital markets financing structures, as well as those who seek to establish or maintain nexus, or legal residency, for special purpose entities. Because Wilmington Trust does not underwrite securities offerings or provide investment banking, it is able to deliver corporate trust services that are conflict-free. About C-Bass Credit-Based Asset Servicing and Securitization LLC is a subprime mortgage investor based in New York City. C-Bass is a joint venture, owned in part by units of mortgage insurers MGIC Investment Corp. and Radian Group Inc. C-Bass and seven affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-16040) on Nov. 12, 2010. C-Bass disclosed $23.7 million in assets and $2.16 billion in liabilities in its Schedules of Assets and Liabilities. The Debtors' liabilities include $195.8 million of secured debt. Peter S. Partee, Esq., Richard P. Norton, Esq., Robert A. Rich, Esq., and Scott Howard Bernstein, at Hunton & Williams LLP represent the Debtors. Donlin, Recano & Company is the claims and noticing agent. The affiliates that filed separate Chapter 11 petitions are C-BASS CBO Holding LLC, C-BASS Credit Corp., C-BASS Investment Management LLC, NIM I LLC, Pledged Property II LLC, Starfish Management Group LLC, and Sunfish Management Group LLC CRYSTAL CATHEDRAL: Predicts Positive 6-Months' Cash Flow -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Crystal Cathedral Ministries projected generating $13.5 million in contributions over the first six months ending in April 2011. The cash flow forecast filed with the bankruptcy court predicts that cash will grow over the period by $306,000, ending at $1.03 million. The largest expense items are $5 million in payroll and $3.2 million for "airtime" to broadcast the church's Hour of Power television show. Garden Grove, California-based Crystal Cathedral Ministries is a megachurch founded by television evangelist Robert Schuller. The church is known for its television show "The Hour of Power". Crystal Cathedral filed for Chapter 11 bankruptcy protection on October 18, 2010 (Bankr. C.D. Calif. 10-24771). March J. Winthrop, Esq., at Winthrop Couchot PC, in Newport Beach, California, assists the Debtor in its restructuring effort. The Debtor estimated assets and debts at $50 million to $100 million in its Chapter 11 petition. DB CAPITAL: BAP Says Manager Has No Authority to File Petition -------------------------------------------------------------- DB Capital Holdings, LLC, appeals a bankruptcy court order dismissing its bankruptcy case as having been filed without authorization. The United States Bankruptcy Appellate Panel for the Tenth Circuit, however, affirmed the lower court ruling. The BAP said that pursuant to Colorado law and an Operating Agreement for the Debtor's condominium project, the project's manager did not have authority to file a petition in bankruptcy on behalf of the Debtor. DB Capital Holdings, LLC, is a manager-operated Colorado limited liability company created to develop and sell a luxury condominium project in Aspen, Colorado, known as Dancing Bear Residences - Aspen. The Debtor has one Class A member,2 Aspen HH Ventures, LLC, and one Class B member, Dancing Bear Development, LP. The general partner of DB Development is Dancing Bear Management, LLC, which has no membership or other interest in the Debtor, and is solely owned by Tom DiVenere. The Debtor is managed, pursuant to its Operating Agreement, by DB Management. WestLB AG is the mortgage lender on the Project. The Debtor has defaulted on its loan agreements with WestLB, resulting in WestLB filing a Colorado state court receivership on the Project prior to the Debtor filing its bankruptcy petition. A copy of the BAP's December 6, 2010 Opinion is available at http://is.gd/injs0from Leagle.com. DB Capital Holdings filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 10-23242) in Denver, in an attempt to regain control of its business operation. DB Capital Holdings owns the Dancing Bear Residences-Aspen development. DB Capital has been under a court-appointed receiver, James DeFrancia. The Company said it owes more than $60 million including about $56 million to WestLB, a senior lender that financed most of the Durant Avenue project. As reported by the Troubled Company Reporter on June 24, 2010, Bankruptcy Judge Michael Romero dismissed the Chapter 11 case. Aspen Daily News reported that Aspen HH Ventures sought dismissal, citing that the petition was filed on "bad faith." Aspen HH, owed $6 million in investment in DB Capital's Dancing Bear Residences- Aspen development, said the Chapter 11 filing was made after Aspen submitted a complaint seeking the appointment of a receiver to unwind the partnership between DB Capital head Thomas DiVenere and two Chicago-area investors who make up Aspen HH Ventures. As reported by the TCR on June 29, Fred Funk, William Dennis, G.D.B.S. at Snowmass, Inc., Realty Financial Resources, Inc., and O'Bryan Partnership, Inc., filed an involuntary Chapter 11 bankruptcy petition (Bankr. D. Col. Case No. 10-25805) against DB Capital Holdings. The petition was made on June 24, 2010. Judge Elizabeth E. Brown presides over the case. Jeffrey S. Brinen, Esq., represents the filers. According to the TCR on December 2, 2010, The Aspen Times said the Bankruptcy Judge ruled that the involuntary Chapter 11 met the criteria to reorganize the Company's debts. The Aspen Times noted that the ruling came after Aspenn HH sought dismissal of the involuntary bankruptcy, arguing that the involuntary case was actually engineered by Mr. DiVenere. DENTON LONE: Files Amended Disc. Statement; January 10 Hearing Set ------------------------------------------------------------------ Denton Lone Oak Holdings, L.P., filed with the U.S. Bankruptcy Court for the Eastern District of Texas on November 19, 2010, a Third Amended Disclosure Statement explaining its Chapter 11 plan. The hearing to consider the approval of the Disclosure Statement will be held on January 10, 2011, at 10:30 a.m. The hearing will be held at Plano - U.S. Bankruptcy Court, Suite 300B, 660 North Central Expressway, Plano, Texas. Written objections to the Disclosure Statement must be filed no later than January 3, 2011. The Debtor will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the Disclosure Statement, the Plan contemplates the sale all of the Debtor's assets to a third party buyer, subject to the approval by Holiday Hospitality Franchising, Inc. ("HHFI"). The buyer will take control of the Debtor at closing of the sale contemplated by the Plan. HHFI is the franchisor and licensor of The Holiday Inn & Suites Denton. Treatment of Claims Class 1 - Morgan Stanley Secured Claim -- The amount of the claim is $7,250,,000. Morgan Stanley will receive a New Bank Note (which will supersede and replace the Current Bank Note) having a maturity date that is 84 months from the Effective Date. Monthly payments, to commence on the first day of the first month following the Effective Date, will be based on a 25 year amortization schedule. Payments will first be applied to accrued interest, next to unpaid principal, then to any costs or expenses under the Loan Documents. Class 2 - Secured Denton County/City Tax Claims -- will be paid in the assessed amounts prior to delinquency on February 2, 2011. Class 3 - Priority Employee Claims -- will be paid in accordance with the Debtor's pre-petition custom and practice, if not already paid pursuant to order of the Bankruptcy Court entered March 18, 2010. Class 4 - Comptroller Claims -- will be paid in full 30 days After the Effective Date or the day upon which they become due. Class 5 - Unsecured Critical Vendor Claims -- will receive their pro rata share of 50% of their allowed claims to be paid in full in monthly increments of $2,000 beginning 30 days after the Effective Date. Class 6 - Unsecured Non-Critical Claims -- will receive their pro rata share of 3% of their allowed claims to be paid in full in 3 monthly payments of 1,000 beginning 30 days after the Effective Date followed by 19 payments of $4,000. Class 7 - Unsecured Required Vendor Claims -- will receive 75% of their allowed claims to be paid in full in monthly increments of $1,000 beginning 30 days after the Effective Date. Class 8 - Unsecured Professional Claims -- will receive their pro rata share of 1% of their claims to be paid in full in monthly increments of $500 beginning 30 days after the Effective Date. Class 9 - TFL Claim -- will receive, upon full payment to Class 5, 6, 7, and 8 Claims, 3% of its claim in an amount not to exceed $23,550 to be paid in full in monthly increments of $2,500 beginning on or before 30 days after full payment to Class 9 Claims. Class 10 - Subordinated Insider Claims -- will receive, upon full payment to TFL of its Claim, 3% of their claims to be paid in one single payment to be paid 30 days after full payment to Class 10 Claims. Class 11 - Current Partnership Interests -- will be canceled on the Effective Date and New Partnership Interests will be issued in the same percentage and amount as the Current Partnership Interests. A full-text copy of the Third Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/DENTONLONE_AmendedDS.pdf About Denton Lone Denton Lone Oak Holdings, L.P., a Texas limited partnership, owns and operates The Holiday Inn & Suites Denton in Denton, Texas. The Partnership filed for Chapter 11 bankruptcy protection on March 15, 2010 (Bankr. E.D. Texas Case No. 10-40836). Russell W. Mills, Esq., at Hiersche Hayward, Drakeley & Urbach, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. DIVINE SQUARE: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Divine Square LW, LLC 2150 Coral Way, 8th Floor Miami, FL 33145 Bankruptcy Case No.: 10-47363 Chapter 11 Petition Date: December 7, 2010 Court: U.S. Bankruptcy Court Southern District of Florida (Miami) Judge: A. Jay Cristol Debtor's Counsel: Stephen P. Drobny, Esq. SHUTTS & BOWEN LLP 201 S. Biscayne Boulevard, #1500 Miami, FL 33131 Tel: (305) 347-7362 E-mail: sdrobny@shutts.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Justin Dalmolin, manager. EAST CAMERON: Plan to be Confirmed After Plan Modification ---------------------------------------------------------- At a hearing on November 30, 2010, the U.S. Bankruptcy Court for the Western District of Louisiana entered a minute entry ruling that upon filing of an immaterial modification, East Cameron Partners, LP's Chapter 11 plan will be confirmed. No other details were provided. As reported in the Troubled Company Reporter on June 10, 2010, the Plan provides for the creation of a liquidation trust which will receive $650,000 to satisfy remaining paid and unpaid administrative claims, to make distributions and pay certain of the fees and expenses of the liquidating trustee and prosecuting causes of action that are vested in the liquidating trust. The Plan also provides for these terms: -- Holders of allowed secured claims will receive (i) legal, equitable, and contractual rights of each holder of a secured claim will be reinstated, or (ii) each holder of a secured claim will receive treatment so as to render unimpaired the secured claim. -- Each holder of a general unsecured claim that is not subordinated unsecured claims receive its pro rata share of distributions to be made from the liquidating trust. -- Subordinated unsecured claims will not receive o retain any property on account of the claims. All subordinated unsecured claims will be discharged as of the effective date. -- Existing equity interests will be cancelled. A full-text copy of the Plan, as amended, is available for free at http://bankrupt.com/misc/EASTCAMERON_AmendedPlan.pdf About East Cameron Partners Based in Lafayette, Louisiana, East Cameron Partners, LP -- http://www.eastcameronpartners.com/-- is an independent oil and gas exploration and production company. The Company filed for Chapter 11 relief on Oct. 16, 2008 (Bankr. W.D. La. Case No. 08-51207). Benjamin W. Kadden, Esq., Christopher T. Caplinger, Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton, Peck, Rankin & Hubbard, represent the Debtor as counsel. Michael H. Piper, Esq., and William E. Steffes, Esq., at Steffes, Vingiello & McKenzie, L.L.C., represent the Official Committee of Unsecured Creditors. The Debtor estimated assets and debts both in excess of $100 million in its Chapter 11 petition. EMIGRANT BANCORP: Fitch Affirms 'B-' Issuer Default Ratings ----------------------------------------------------------- Fitch Ratings has affirmed the long- and short-term Issuer Default Ratings of Emigrant Bancorp, Inc., at 'B-' and 'B', respectively. At the same time, Fitch has revised Emigrant's Rating Outlook to Stable from Negative. A full list of related entities and ratings actions follow at the end of this release. Fitch's affirmation of Emigrant's ratings with a Stable Outlook reflects several quarters of positive trends in Emigrant's capital adequacy and asset quality. On the other hand, weakness in core profitability, concentration of large exposures in the loan portfolio and the volatility inherent in Emigrant's securities and alternative investment portfolios are the main constraining factors. Having weathered a sharp downturn in performance during 2008 and 2009, Emigrant is likely to experience a gradual recovery as it reconfigures its strategy going forward. The last two years have accentuated some of the underlying risks in Emigrant's business model. Even with the recent positive trends, asset quality remains one of Fitch's main concerns, as NPAs remain elevated at 13.97% of loans and OREO. Furthermore, Fitch believes that Emigrant's franchise has been negatively impacted by the economic downturn and recent changes in financial regulation. As an example, the company will no longer be able to write low-documentation loans, which have historically been an important part of its residential mortgage lending business. Moreover, Emigrant's ratings reflect Fitch's concern with respect to 'key man' risk in the form of the company's chairman and CEO, Howard Milstein. That being said, the Milstein family has contributed a significant amount of capital to the bank over the last three years. While recent initiatives to reduce the overall riskiness of the business are viewed positively, Fitch believes that Emigrant's risk profile remains elevated compared to many of its peers. Over the last several years, Emigrant has taken on more risk than typical for an institution of its size. The alternative investment portfolios (private equity and hedge funds) have proven to be a significant source of earnings and capital volatility. In order to bring itself into compliance with the Volker rule under the Dodd-Frank Act, Emigrant is gradually exiting some of these businesses. The securities portfolio has had a large allocation to financial institutions and other corporate securities. This exposure has been reduced from 50% at YE'07 to 29% at 3Q'10. During 2008 and 2009, Emigrant recorded realized losses on securities totaling $762 million. Emigrant's capital adequacy has improved over the last several quarters. The aforementioned deterioration in performance had a highly adverse impact on capital metrics and would have likely left the company in a very weak capital position without external capital support. Emigrant has taken a number of actions over the last several quarters to improve its capital position. These included $220 million of capital infusions from the Milstein family and issuance of $267 million in preferred stock under the Capital Purchase Program. The balance sheet contraction has also led to improved capital metrics. Fitch views the current tangible common equity to tangible assets ratio of 9.2% as adequate for Emigrant's rating category and risk profile. Even though past capital infusions from the Milstein family have been viewed favorably, Fitch's ratings do not incorporate the possibility of any future support. Even though the company has recorded profits during the first three quarters of 2010, core profitability, which excludes gains on sales of securities, remains weak. The company has a substantial amount of loans that are in the foreclosure process, which reduces interest income and drives up non-interest expense. Emigrant reported a NIM of 2.48% during 3Q'10, which compares favorably with a NIM of 1.83% during the prior year period. Having the ability to reprice its internet deposits on short notice provides Emigrant with flexibility to manage its funding costs. In Fitch's view, core profitability is likely to remain weak for the foreseeable future, even though the company may continue to realize gains on its securities and alternative investment portfolios. Asset quality metrics have shown some signs of improvement in 2010 as both NPA and NCO levels have receded from their 2009 peaks. A majority of the losses were realized in the CRE and C&I portfolios, which tended to have risky credits and large average loan sizes. NPAs were $793 million as of Sept. 30, 2010, compared to $983 million in the prior year. A key driver in the NPA reduction was the removal from non-accrual of a large commercial exposure in 2Q'10. Over half of non-performers are residential loans that are in the foreclosure process, which will likely be resolved at a slow pace given the weak economic recovery. It is important to note that Emigrant has taken minimal losses on sales of OREO to date because most residential loans were underwritten with low LTVs. It is also important to note that reserve levels, both as a percentage of loans and NPAs, remain lower than peers. The parent company maintains a limited amount of cash and liquid assets to cover debt service expenses on the senior notes and trust preferred securities. As of Oct. 31, 2010, the parent company had $38 million in cash and GNMA securities to cover annual debt service of $20 million, which translates into a coverage ratio of 1.9x. Any dividends from the banking subsidiaries would require regulatory approval. Liquidity at the bank subsidiaries remains robust with $1.7 billion of cash and equivalents as of Oct. 31, 2010. Management has been conservative in this area, partially to offset some of the risks inherent in the internet deposit funding strategy. Factors that could have positive rating implications on Emigrant's ratings and/or Outlook include: -- A continued reduction in Emigrant's overall risk appetite in its loan portfolio as well as its other businesses; -- Further reduction in NPA levels to get closer to historical levels; -- Sustained improvement in core profitability metrics. Factors that could have negative implications on the ratings and/or Outlook include: -- A material deterioration in asset quality metrics; -- An increase in losses from OREO sales; -- Weakening of liquidity coverage at the holding company. Emigrant is a $13.4 billion holding company of six New York State charted banks and EmigrantDirect, a nationally recognized online deposit gathering vehicle. Fitch has affirmed these ratings with a Stable Outlook: Emigrant Bancorp Inc: -- Long-term IDR at 'B-'; -- Short-Term IDR at 'B'; -- Individual Rating at 'D/E'; -- Senior Debt at 'CCC/RR6'; -- Support at '5'; -- Support Floor at 'NF'. Emigrant Bank -- Long-term IDR at 'B'; -- Short-Term IDR at 'B'; -- Short-Term Deposits at 'B'; -- Individual Rating at 'D/E'; -- Support at '5'; -- Support Floor at 'NF'. Emigrant Savings Bank - Manhattan -- Long-term IDR at 'B'; -- Short-Term IDR at 'B'; -- Short-Term Deposits at 'B'; -- Individual Rating at 'D/E'; -- Support at '5'; -- Support Floor at 'NF'. Emigrant Savings Bank - Brooklyn/Queens -- Long-term IDR at 'B'; -- Short-Term IDR at 'B'; -- Short-Term Deposits at 'B'; -- Individual Rating at 'D/E'; -- Support at '5'; -- Support Floor at 'NF'. Emigrant Savings Bank - Long Island -- Long-term IDR at 'B'; -- Short-Term IDR at 'B'; -- Short-Term Deposits at 'B'; -- Individual Rating at 'D/E'; -- Support at '5'; -- Support Floor at 'NF'. Emigrant Savings Bank - Bronx/Westchester -- Long-term IDR at 'B'; -- Short-Term IDR at 'B'; -- Short-Term Deposits at 'B'; -- Individual Rating at 'D/E'; -- Support at '5'; -- Support Floor at 'NF'. Emigrant Mercantile Bank -- Long-term IDR at 'B'; -- Short-Term IDR at 'B'; -- Short-Term Deposits at 'B'; -- Individual Rating at 'D/E'; -- Support at '5'; -- Support Floor at 'NF'. Emigrant Capital Trust I -- Preferred Stock at 'CC/RR6' Emigrant Capital Trust II -- Preferred Stock at 'CC/RR6' Fitch has revised these Recovery Ratings: Emigrant Bank -- Long-term Deposits to 'B+/RR3' from 'B+/RR2'. Emigrant Savings Bank - Manhattan -- Long-term Deposits to 'B+/RR3' from 'B+/RR2' Emigrant Savings Bank - Brooklyn/Queens -- Long-term Deposits to 'B+/RR3' from 'B+/RR2'. Emigrant Savings Bank - Long Island -- Long-term Deposits to 'B+/RR3' from 'B+/RR2'. Emigrant Savings Bank - Bronx/Westchester -- Long-term Deposits to 'B+/RR3' from 'B+/RR2'. Emigrant Mercantile Bank -- Long-term Deposits to 'B+/RR3' from 'B+/RR2'. EMIR PHILLIPS: Disbarment Fines Not Discharged in Bankruptcy ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that U.S. District Judge A. Howard Matz ruled that the obligation to reimburse a state bar client security fund for payments made to clients isn't discharged in bankruptcy. Section 523(a)(7) of the Bankruptcy Code bars discharge of a debt owing to a governmental unit as a fine or penalty, so long as it is "not compensation for actual pecuniary loss." Mr. Rochelle recounts that a previously disbarred lawyer contended the debt was discharged because it was to reimburse the state fund for payments to his former clients. Judge Matz, based in Los Angeles, disagreed on Dec. 1. The relevant inquiry, according to Matz, is the "governmental interest and purpose in imposing a fine," not on the "ultimate destination of the money." Mr. Rochelle relates that Judge Matz followed an opinion called Findley from early this year by the U.S. Court of Appeals in San Francisco. Even though the fine was to reimburse the fund for money it spent, Judge Matz said the purpose served "the state's interest in the rehabilitation and punishment of attorneys." The case is In re Emir Phillips, 09-2138, U.S. District Court, Central District of California (Los Angeles). EMPIRE ONE: Gets OK to Conduct Auction on January 14 ---------------------------------------------------- Empire One Telecommunications Inc. received approval from the bankruptcy court to conduct an auction on January 14, where Lexicon United Inc. is expected to be the stalking horse bidder. Empire One has a commitment from Lexicon to buy the assets. Empire One is required to file by December 15 a motion seeking approval of an asset purchase agreement with Lexicon. Competing bids are due January 7. Absent higher and better bids, Lexicon United is expected to buy the assets for $1 million plus debt assumption. If it is outbid, the stalking horse bidder will receive a $30,000 break-up fee. The sale hearing is scheduled for January 19. The winning bidder is required to complete the purchase by January 31. Empire One Telecommunications, Inc., also known as EOT, is a facilities-based competitive local-exchange carrier operating in Brooklyn, New York. It filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-10987) on February 25, 2010. Judge Allan L. Gropper presides over the case. Michael J. Barrie, Esq., and Raymond H. Lemisch, Esq., at Benesch, Friedlander, Coplan & Aronoff LLP, in Wilmington, Delaware, represent the Debtor. The Debtor estimated assets and debts of $1 million to $10 million in its Chapter 11 petition. EXPERT PROPERTIES: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Expert Properties, LLC P.O. Box 59 Tunnel Hill, GA 30755 Bankruptcy Case No.: 10-17057 Chapter 11 Petition Date: December 2, 2010 Court: United States Bankruptcy Court Eastern District of Tennessee (Chattanooga) Judge: Shelley D. Rucker Debtor's Counsel: Kyle R. Weems, Esq. Suite 520, 744 McCallie Avenue Chattanooga, TN 37403 Tel: (423) 624-1000 E-mail: weemslaw@earthlink.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Kenneth F. Gowin, managing member. FANITA RANCH: Court Rules on Compass Bank Suit ---------------------------------------------- Judge Margaret M. Mann ruled on the case Guaranty Bank, as administrative agent for Guaranty Bank and Wachovia Bank National Association, v. Fanita Ranch, L.P.; Westbrook Fanita Ranch, L.P.; First American Title Insurance Company, Adv. Pro. No. 10-90204 (Bankr. S.D. Calif.), finding that Compass Bank, as successor in interest to Guaranty Bank, is barred by res judicata to separately assert that Westbrook's liquidated damages were unsecured. The Court dismissed Compass' claims. The Court approved a settlement between the Debtor and Westbrook, and remanded Westbrook's counterclaims against Compass back to state court as they are no longer related to the bankruptcy case. Compass is relieved of the automatic stay to take whatever actions it chooses regarding the Property that are not inconsistent with the Bankruptcy Court's Memorandum Decision. Fanita Ranch LP, Westbrook and Compass each assert a stake in 2,590 acres of undeveloped land located in the city of Santee in eastern San Diego County known as the Fanita Ranch. The Debtor, and its predecessor, Barratt American Incorporated, pursued development of the Property that was stalled by environmental litigation pending at the time of the Debtor's bankruptcy. Westbrook and Compass each have secured claims against the Property, the extent of which is in dispute. While there is no dispute that Westbrook's deed of trust is senior in priority to Compass' $25 million deed of trust, Westbrook and Compass dispute the scope of the secured obligations owed to Westbrook. The key point of contention is whether the $15 million of liquidated damages Westbrook claims against the Debtor are enforceable damages, and whether that claim is secured by the Property. Given the proposed sale of the Property at one time at $36 million, which was not consummated, Compass will likely suffer a loss if the Westbrook secured debt includes the $15 million of liquidated damages. A copy of Judge Mann's November 30, 2010 Memorandum Decision is available at http://is.gd/inOhZfrom Leagle.com. Carlsbad, California-based Fanita Ranch, LP, filed for Chapter 11 bankruptcy protection on April 7, 2010 (Bankr. S.D. Calif. Case No. 10-05750). William A. Smelko, Esq., who has an office in El Cajon, California, assists the Company in its restructuring effort. The Company estimated its assets and debts at $10,000,001 to $50,000,000. The Company's affiliate, Barratt American, Inc., filed a separate Chapter 11 petition on April 7, 2010 (Case No. 08-13249). FELIM M FHIMA: Files New Schedules of Assets and Liabilities ------------------------------------------------------------ Felix M. Fhima has filed with the U.S. Bankruptcy for District of Maryland an amended schedule of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $11,400,000 B. Personal Property $47,413 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $8,747,207 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $2,569,096 ----------- ----------- TOTAL $11,447,413 $11,316,303 A copy of the Amended Schedules is available for free at: http://bankrupt.com/misc/FelixM Fhima_amendedSAL.pdf About Felix M. Fhima Los Angeles, California-based Felix M. Fhima and Patricia H. Fhima filed for Chapter 11 bankruptcy protection on February 18, 2010 (Bankr. C.D. Calif. Case No. 10-15854). Michael Jay Berger, Esq., who has an office in Beverly Hills, California, assists the Debtors in their restructuring efforts. The Debtor estimated its assets and debts at $10 million to $50 million as of the Petition Date. FIRST FEDERAL: Names BKD LLP as New Principal Accountant -------------------------------------------------------- On December 6, 2010, as the culmination of a request for proposal process, the Audit Committee of First Federal Bancshares of Arkansas Inc., in concurrence with the full Board of Directors, appointed BKD, LLP, as the Company's principal accountants for the fiscal year ending December 31, 2010, subject to completion by BKD of its standard client evaluation procedures. During the fiscal years ended December 31, 2009 and 2008, and through the date of this filing, neither the Company nor anyone acting on its behalf consulted with BKD regarding any of the matters or events described in Items 304(a)(2)(i) and (ii) of Regulation S-K. On October 20, 2010, First Federal Bancshares reported that Deloitte & Touche LLP, the independent registered public accounting firm of the Company, notified the Company on October 14, 2010 that upon completion of Deloitte's review of the Company's interim condensed consolidated financial information as of and for the three and nine month periods ended September 30, 2010, Deloitte would resign as the Company's independent registered public accounting firm. On November 30, 2010, the Company filed its quarterly report on Form 10-Q for the quarterly period ended September 30, 2010 and therefore Deloitte has resigned effective November 30, 2010 as the Company's principal independent public accounting firm. About First Federal Bancshares of Arkansas First Federal Bancshares of Arkansas, Inc. (NASDAQ GM:FFBH) -- http://www.ffbh.com/-- is a unitary savings and loan holding company for First Federal Bank, a community bank serving consumers and businesses with a full range of checking, savings, investment and loan products and services. The Bank, founded in 1934, conducts business from 20 full-service branch locations, one stand-alone loan production office, and 30 ATMs located in Northcentral and Northwest Arkansas. The Company's balance sheet at Sept. 30, 2010, showed $632.34 million in total assets, $592.88 million in total liabilities, and stockholders' equity of $39.46 million. At June 30, 2010, the Company was above the regulatory minimums for tangible, core, total risk-based and tier 1 risk-based capital. On April 12, 2010, the Company and the Bank each consented to the terms of Cease and Desist Orders issued by the Office of Thrift Supervision. The Orders impose certain operations restrictions on the Company and, to a greater extent, the Bank, including lending and dividend restrictions. The Orders also require the Company and the Bank to take certain actions, including the submission to the OTS of capital plans and business plans to, among other things, preserve and enhance the capital of the Company and the Bank and strengthen and improve the consolidated Company's operations, earnings and profitability. The Bank Order specifically requires the Bank to achieve and maintain, by December 31, 2010, a tier 1 (core) capital ratio of at least 8% and a total risk-based capital ratio of at least 12.0% and maintain these higher ratios for as long as the Bank Order is in effect. At June 30, 2010, the Bank's core and total risk-based capital ratios were 6.46% and 11.40%. Had the Bank been required to meet these capital requirements at June 30, 2010, it would have needed additional capital of approximately $10.5 million. As reported in the Troubled Company Reporter on April 21, 2010, Deloitte & Touche LLP, in Little Rock, Ark., expressed substantial doubt about the Company's ability to continue as a going concern after auditing the Company's financial statements for the year ended December 31, 2009. The independent auditors noted of the Company's significant operating losses in 2009, significant levels of criticized assets, and decline in capital levels. First Federal reported a net loss of $5.36 million on $7.01 million of total interest income for the three months ended Sept. 30, 2010, compared with a net loss of $23.23 million on $8.69 million of total interest income for the same period a year ago. FRASER PAPERS: Obtains Canada Nod to Sell New Hampshire Mill ------------------------------------------------------------ Fraser Papers Inc. has received the necessary court approvals to complete the sale of the Company's paper mill in Gorham, New Hampshire to Counsel RB Capital, LLC. The Company signed an agreement with Counsel on November 27, 2010. The transaction was approved by the Ontario Superior Court of Justice on December 3, 2010. The Company and Counsel have agreed that the transaction will be completed on December 16, 2010. Prior to it being closed indefinitely on October 13, 2010, the paper mill in Gorham, New Hampshire operated three paper machines and employed approximately 240 people. During 2009, the Gorham mill produced 80,000 tons of uncoated freesheet papers and 37,000 tons of towel products. Fraser Papers remains under creditor protection pursuant to the provisions of the Companies' Creditors Arrangement Act ("CCAA"), with its stay of proceedings having been extended most recently to February 28, 2011. 7 About Fraser Papers Fraser Papers -- http://www.fraserpapers.com/-- is an integrated specialty paper company that produces a broad range of specialty packaging and printing papers. The Company has operations in New Brunswick, Maine, New Hampshire and Quebec. On June 18, 2009, citing continued operating losses, weak markets for pulp and lumber, impending debt repayments and significant pension funding obligations, the Company and its subsidiaries filed for protection under the Companies Creditors Arrangement Act (Ont. Super. Ct. J. Ct. File No. CV-09-8241-00CL) in Toronto and Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-12123). Fraser is represented by Michael Barrack, Esq., Robert I. Thornton, Esq., and D.J. Miller, Esq., at ThorntonGroutFinnigan LLP, in Toronto, and Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Del. Fraser has said it is developing a restructuring plan to present to its creditors by Oct. 16, 2009, with the objective of emerging with a sustainable and profitable specialty papers business. In July 2010, Fraser Papers disclosed that the Ontario Superior Court of Justice has granted a further extension of the initial Order under which Fraser Papers, together with its subsidiaries, was granted creditor protection under the Companies' Creditors Arrangement Act. This extension is through October 29, 2010 and was supported by PricewaterhouseCoopers Inc., the Court appointed Monitor of the Company's CCAA process. GARY REGESTER: Voluntary Chapter 11 Case Summary ------------------------------------------------ Joint Debtors: Gary Regester Joyce Regester 344 South Guernsey Road West Grove, PA 19390 Bankruptcy Case No.: 10-30496 Chapter 11 Petition Date: December 2, 2010 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Eric L. Frank Debtor's Counsel: Eugene A. Steger, Jr., Esq. EUGENE STEGER & ASSOCIATES PC 411 Old Baltimore Pike Chadds Ford, PA 19317 Tel: (610) 388 7737 E-mail: esteger@stegerlaw.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Joint Debtors did not file a list of its largest unsecured creditors together with its petition. GELTECH SOLUTIONS: Lincoln Park to Sell 2,500,000 Shares -------------------------------------------------------- GelTech Solutions, Inc., filed with the Securities and Exchange Commission a prospectus for 2,500,000 shares of stock which may be offered for sale by shareholder Lincoln Park Capital Fund, LLC. The shares of common stock being offered by Lincoln Park are outstanding or issuable pursuant to the Lincoln Park Purchase Agreement. The Company said it will not receive any proceeds from the sales of shares of its common stock by the selling shareholder however the Company may receive proceeds of up to $5 million under the Purchase Agreement. As of the last trading day before November 18, 2010, the closing price of the Company's common stock was $1.11 per share. On September 1, 2010, the parties executed a Purchase Agreement and a Registration Rights Agreement, under which the Company has the right to sell to Lincoln Park up to $4.8 million of its common stock at the Company's option, provided that the Company will not sell more than $5,000,000 of its common stock to Lincoln Park. The original Purchase Agreement dated September 1, 2010 was amended as of October 29, 2010 to make clear that Lincoln Park does not have the right to terminate the Purchase Agreement upon the occurrence of an event of default. Upon signing the Purchase Agreement, Lincoln Park invested $200,000 in GelTech and received 200,000 shares of the Company's common stock together with warrants, not included in this offering, to purchase an equivalent number of shares at an exercise price of $1.25 per share. Also, the Company issued 75,000 shares of its common stock to Lincoln Park as a commitment fee for entering into the Purchase Agreement, and in addition the Company may issue up to an additional 225,000 shares pro rata if and when the Company sells additional shares to Lincoln Park under the Purchase Agreement. Under each of the Purchase Agreement and the Registration Rights Agreement, the Company is required to register: (1) 275,000 shares which have already been issued; (2) an additional 225,000 shares which the Company is required to issue pro rata in the future as a commitment fee if and when the Company sells shares to Lincoln Park under the Purchase Agreement; (3) 4,800,000 shares which the Company may sell to Lincoln Park after this registration statement is declared effective; and (4) 200,000 shares issuable upon exercise of warrants at $1.25 per share by Lincoln Park. Although the Purchase Agreement provides that the Company may sell up to $5,000,000 of its common stock to Lincoln Park, the Company is only registering 2,200,000 shares to be purchased thereunder, which may or may not cover all such shares purchased by Lincoln Park under the Purchase Agreement, depending on the purchase price per share. Of the 2,500,000 shares offered: * 275,000 shares have already been issued ; * an additional 225,000 shares which the Company is required to issue proportionally in the future, as a commitment fee, if and when the Company sells additional shares to Lincoln Park under the Purchase Agreement; and * up to an additional 2,000,000 shares the Company may sell to Lincoln Park. As of November 17, 2010, the Company had 17,306,674 shares outstanding of which 7,997,050 shares were held by non-affiliates. If all of the 2,500,000 shares offered by Lincoln Park were issued and outstanding as of November 18, 2010, such shares would represent 12.8% of the total common stock outstanding or 24.5% of the non-affiliates shares outstanding, as adjusted, as of November 18, 2010. The number of shares ultimately offered for sale by Lincoln Park is dependent upon the number of shares that the Company sells to Lincoln Park under the Purchase Agreement. About GelTech Solutions Jupiter, Fla.-based GelTech Solutions Inc. (OTC Bulletin Board: GLTC) -- http://www.GelTechsolutions.com/-- is a Delaware corporation organized in 2006. The Company creates innovative, Earth-friendly, cost-effective products that help industry, agriculture, and the general public accomplish environmental and safety goals, such as water conservation and the protection of lives, homes, and property from fires. The Company's current business model is focused on the following products: 1) FireIce(R), a fire suppression product, 2) SkinArmor(TM), an ointment used for protecting skin from direct flame and high temperatures, and 3) Soil2O(TM), a line of agricultural moisture retention products. The Company's balance sheet at September 30, 2010, showed $1.0 million in total assets, $2.6 million in total liabilities, and a stockholders' deficit of $1.6 million. As reported in the Troubled Company Reporter on October 4, 2010, Salberg & Company, P.A., in Boca Raton, Fla., expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for the fiscal year ended June 30, 2010. The independent auditors noted that the Company has a net loss and net cash used in operating activities in 2010 of $3.5 million and $2.6 million, respectively, and has an accumulated deficit, a stockholders' deficit and working capital deficit of $9.6 million, $1.1 million, and $1.7 million, respectively, at June 30, 2010. GENARO MENDOZA: Court Confused, Wants Pleadings Clarified --------------------------------------------------------- Judge Alan Jaroslovsky directed Genaro Mendoza and U.S. Bank to clarify pleadings with regard to their dispute over the Bank's claim. The parties are squabbling over certain postpetition fees, costs and charges claimed by the Bank, and have made numerous requests to the Court. "The parties are simply asking too much of a swamped bankruptcy court in the middle of a recession. It may be that there is some answer to the court's confusion on the docket, but the court cannot find it," Judge Jaroslovsky said. A copy of Judge Jaroslovsky's December 5, 2010 Memorandum is available at http://is.gd/infi3from Leagle.com. Mr. Mendoza originally objected to Claim #19 filed by U.S. Bank on grounds that it included a prepayment premium and default interest. The Bank concedes that the objection on these grounds should be sustained unless the order confirming Mr. Mendoza's plan, now under appeal, is reversed or vacated, as that order has not been stayed. However, the objection has morphed into something different. The Bank's claim contains an error understating the principal balance by about $600,000. The Bank seeks to amend its claim to correct this error, which Mr. Mendoza agrees was made. In a December 1, 2010 ruling, the Court held that Mr. Mendoza's original objection to the prepayment consideration and default interest portions of the claim will be sustained, subject to reconsideration if the order confirming the plan is reversed or vacated on appeal. The objection to the amended claim, insofar as it corrects the principal balance owing on the date of bankruptcy, will be overruled. The Court noted that the original claim included about $600,000 in now-disallowed prepayment premiums, so that the net amount of the claim as amended (about $4.6 million) remains about the same as the original claim, making it difficult for most creditors to argue that they were misled by the original claim. A copy of Judge Jaroslovsky's December 1, 2010 Memorandum is available at http://is.gd/inliyfrom Leagle.com. Petaluma, California-based Genaro Mendoza, aka George Mendoza and Mendoza Investment, filed for Chapter 11 bankruptcy on June 3, 2009 (Bankr. N.D. Calif. Case No. 09-11678). The Debtor estimated $100 million to $500 million in assets and 50 million to $100 million in debts. GENERAL MOTORS: Old GM Wins Final Court Nod of Plan Outline ----------------------------------------------------------- Judge Robert D. Gerber of the U.S. Bankruptcy Court for the Southern District of New York found the Disclosure Statement explaining the Amended Joint Chapter 11 Plan of Reorganization filed by Motors Liquidation Company and its debtor affiliates as containing adequate information under Section 1125(a) of the Bankruptcy. Judge Gerber approved, on the final basis, the Disclosure Statement on December 7, 2010, Tiffany Kary of Bloomberg News reported. MLC; MLC of Harlem, Inc.; MLCS, LLC; Remediation and Liability Management Company, Inc.; and Environmental Corporate Remediation Company, Inc. also submitted with the Court on December 7 the Amended Disclosure Statement and Plan. Judge Gerber said any other disputes can be resolved at the hearing to consider confirmation of the Plan set for March 3, 2011, Bloomberg related. "As I've said 900 times, the purpose of a disclosure statement isn't to address any individual constituents' problems," Bloomberg quoted Judge Gerber as saying. Judge Gerber also ordered the Debtors to add a language to the Plan saying a trial to estimate asbestos liabilities should be completed before the Plan is implemented, and that a claims representative will work on the issue if it is not, Bloomberg noted. Judge Gerber gave conditional approval of the Disclosure Statement on October 21, 2010. The Disclosure Statement hearing was continued several times with December 7, 2010, as the latest hearing date. At a December 3, 2010, the Debtors, the U.S. Department of the Treasury and certain creditors reached an agreement that enabled the Debtors to file the Amended Plan. The Court has yet to sign a formal order on the Disclosure Statement final approval. Court Overrules Objections Before the final approval of the Disclosure Statement, the County of Onondaga, New York and the Official Committee of Unsecured Creditors Holding Asbestos-Related Claims and Dean M. Trafelet, the Future Claims Representative filed supplemental objections to the Disclosure Statement. At the hearing on December 7, 2010, Judge Gerber overruled the objection filed by the County of Onondaga, Tiffany Kary of Bloomberg News reported. The County of Onondaga complained that the Disclosure Statement incorrectly stated that its environmental claims are subject to the Court's ADR Order. The County further asserted that the Disclosure Statement should reflect that with respect to environmental claims classified as Property Environmental Claims, the Environmental Response Trust Consent Decree and Settlement Agreement represents the mechanism through which the Debtors and the signatory states have resolved 100% of Debtors ' environmental liabilities for certain properties and all migrating hazardous substances emanating from all those properties. In a joint filing, the Asbestos Committee and the FCR insisted that the latest Disclosure Statement fails to contain any disclosure about these change to the Plan: (1) new transfer of Asbestos Insurance Assets to the DIP Lenders; (2) new definition of Indirect Asbestos Claim; (3) new language providing that the DIP Lenders attach to the cash transferred to the Asbestos Trust; (4) new language that Remy International Inc. is a protected party; and (5) dissolution of Committees. Counsel to the Asbestos Committee, Trevor Swett III, Esq., at Caplin & Drysdale, Chartered, in Washington, D.C., asserted that the Debtors should disclose why they believe the DIP Lenders, rather than the Debtors' asbestos victims, are entitled to receive insurance proceeds attributable solely to the asbestos personal injuries suffered by the holders of Asbestos Personal Injury Claims. The Debtors should also disclose how many additional Indirect Asbestos Claims will be channeled to the Asbestos Trust, Mr. Swett stated. He contended that the Debtors did not even provide any explanation behind the DIP Lenders' liens attaching to the cash transferred to the Asbestos Trust or its impact on the $2 million cash funding that will be transferred to the Asbestos Trust. The Debtors should also disclose that their proposed settlement with Remy has not been approved by the Court, he pointed out. "No disclosure is made of the fact that, to the extent that the asbestos estimation takes place after the Effective Date, the Asbestos Committee will no longer exist to litigate it, nor of the effect of a dissolution on an estimation, which is a significant risk factor to the asbestos constituency," Mr. Swett pointed out. December 7 Amended Plan The December 7 Amended Plan incorporated a $773-million Environmental Response Trust Consent Decree and Settlement Agreement among the Debtors, the U.S. Environmental Protection Agency, the states of Delaware, Illinois, Indiana, Kansas, Louisiana, Massachusetts, Michigan, Missouri, New Jersey, New York, Ohio, Pennsylvania, Virginia, Wisconsin, and the St. Regis Mohawk Tribe. The Settlement Agreement contemplates the creation of an Environmental Response Trust for the remediation and other environmental actions on certain properties, a schedule of which is available for free at: http://bankrupt.com/misc/gmenvltrustproperties.pdf If the Amended Plan is confirmed, the Debtors' assets and liabilities will be transferred to the Environmental Response Trust, together with the General Unsecured Creditors Trust, Asbestos Trust, and Avoidance Action Trust. MLC Executive Vice President Ted Stenger says the Environmental Response Trust will be funded with about $511 million in payments to cover remedial costs and Governmental Authority oversight costs for the Environmental Response Trust Properties and $262 million in Cash and other assets that will be used to cover various administrative activities of the Environmental Response Trust. The Environmental Response Trust Assets will be comprised of: * $641,434,945, subject to adjustments set forth in the Settlement Agreement; * the Environmental Response Trust Properties; * personal property, including equipment, related to certain of the Environmental Response Trust Properties; * all leases of manufacturing facilities with General Motors LLC ("New GM"); and * all property management contracts and contracts related to the Environmental Actions relating to the Environmental Response Trust Properties that the Debtors and the Environmental Response Trust Administrative Trustee agree should be assumed by the Environmental Response Trust. The U.S. Department of Justice will, and one or more of the States, accept public comments on the Settlement Agreement. After the conclusion of the public comment period, the United States and the States will file with the Court any comments received and responses and, at that time, will ask the Court to approve the Settlement Agreement. Mr. Stenger says approval of the Settlement Agreement is a condition precedent to confirmation of the Plan. A draft of Environmental Response Trust Agreement is available for free at http://bankrupt.com/misc/gmenvlresponsetrustpact.pdf Asbestos Insurance Assets Trust The Amended Plan proposes to establish a trust to hold and administer the "Asbestos Insurance Assets" and any proceeds thereof for the benefit of the DIP Lenders. The Asbestos Insurance Assets will mean all rights arising under liability insurance policies issued to the Debtors with inception dates prior to 1986 with respect to liability for Asbestos Claims, including, but not limited to: (i) rights (a) under insurance policies, (b) under settlement agreements made with respect to such insurance policies, (c) against the estates of insolvent insurers that issued such policies or entered into such settlements, and (d) against state insurance guaranty associations arising out of any of those insurance policies issued by insolvent insurers; and (ii) the right, on behalf of MLC and its subsidiaries as of the effective date of the Amended Plan, to give a full release of the insurance rights of MLC and its subsidiaries as of the Effective Date under any policy or settlement agreement with the exception of rights to coverage with respect to workers' compensation claims. However, the assets that will be transferred to the Asbestos Insurance Assets Trust will not include the transfer of any insurance policies themselves nor any rights or claims that the Debtors have or may have against any insurers with respect to amounts the Debtors have already paid on account of Asbestos Claims. The Amended Plan contemplates that it will take effect whether or not the Debtors' aggregate asbestos liability has been estimated, so that the amount of funding that will go to the Asbestos Trust for the benefit of the holders of Asbestos Personal Injury Claims may not be resolved until after confirmation. The Official Committee of Unsecured Creditors Holding Asbestos-Related Claims and the Future Claims Representative thus believe that the Plan is unconfirmable because the Plan unfairly discriminates against holders of Asbestos Personal Injury Claims by, among other things, providing that the Asbestos Trust will receive, not shares or warrants of New GM stock directly, but only a claim on the GUC Trust controlled by rival creditors whose economic interests are directly adverse to those of holders of Asbestos Personal Injury Claims. The Asbestos Committee and FCR's assertion has been added in the Amended Plan to highlight certain material risks which they believe are inherent in the Plan as it relates to Asbestos Personal Injury Claims, Mr. Stenger says. The resolution of Asbestos Personal Injury Claims will be dealt with by the Asbestos Trust in accordance with its distribution procedures, Mr. Stenger tells the Court. Special Provision for Governmental Units Nothing in the Plan will discharge, release, enjoin, or otherwise bar: (i) any liability of the Debtors, their estates, any successors, the GUC Trust, the Asbestos Trust, the Environmental Response Trust, or the Avoidance Action Trust, arising on or after the Confirmation Date; (ii) any liability that is not a "claim" within the meaning of Section 101(5) of the Bankruptcy Code; (iii) any valid right of setoff or recoupment; (iv) any police or regulatory action; (v) any environmental liability that the Debtors, their estates, any successors, the GUC Trust, the Asbestos Trust, the Environmental Response Trust, the Avoidance Action Trust, or any other person may have as an owner or operator of real property after the Effective Date; and (vi) any liability to a "governmental unit" on the part of any persons or entities other than the Debtors, their estates, the GUC Trust, the Asbestos Trust, the Environmental Response Trust, the Avoidance Action Trust, the GUC Trust Administrator, the Asbestos Trust Administrators, the Environmental Response Trust Administrative Trustee, or the Avoidance Action Trust Administrator. Updated Claims Treatment The Amended Plan sets forth the estimated total amount of allowed claims under these classes, Class Class Estimated Amt. of No. Description Allowed Claims ----- ----------- ----------------- - Administrative Expense $0 to $25 mil. - Priority Tax Claims $1.5 mil. - DIP Credit Agreement Claims $1.266 bil. 1 Secured Claims $0 to $15 mil. 2 Priority Non-Tax Claims less than $1.5 mil. 3 General Unsecured Claims bet. $34.4 and $39 bil. 4 Property Environmental Claims $366 mil. 5 Asbestos Personal Injury Claims bet. $350 to $2 bil. 6 Equity Interests Not applicable In addition, holders of DIP Credit Agreement Claims will have the sole right to collect on or prosecute the DIP Lenders' Avoidance Actions and the sole right to recover from or assign the DIP Lenders' Avoidance Assets. Priority Tax Claims that New GM is liable for under the Amended and Restated Master Sale and Purchase Agreement will be the responsibility of New GM and will receive no distribution under the Plan. As to Class 3 General Unsecured Claims, the amount of New GM Securities to be distributed under the Amended Plan will be subject to the New GM Securities or proceeds thereof withheld or expended to meet the costs and expenses of administering the GUC Trust that are not otherwise funded from the Budget. Moreover, certain EuroBond claims under (i) a Fiscal and Paying Agency Agreement, dated July 3, 2003, among General Motors Corporation, Deutsche Bank AG London, and Banque Generale du Luxembourg S.A. will be allowed for $3,772,694,419 and (ii) a Bond Purchase and Paying Agency Agreement, dated May 28, 1986, between General Motors Corporation and Credit Suisse, will be allowed for $15,745,690. The Fixed Allowed Eurobond Claims will override and supersede any individual Claims filed by registered holders or beneficial owners of debt securities with respect to the Eurobond Claims. The Nova Scotia Guarantee Claims and the Nova Scotia Wind-Up Claim will be treated as Disputed General Unsecured Claims unless and until a Final Order is entered that fixes the allowed amount, if any, of those claims. For the purpose of determining pro rata shares for distributions to Allowed General Unsecured Claims, the aggregate dollar amount of the Disputed Nova Scotia Guarantee Claims and the Disputed Nova Scotia Wind-Up Claim will be the lesser of (i) $2.69 billion and (ii) other amount as may be fixed by the Court. Remy International, Inc. will have an Allowed General Unsecured Claim for $484,978 as a result of Remy's agreement to reduce its claims against MLC and ENCORE in exchange for, among other things, the Amended Plan providing that Remy is a Protected Party with respect to that portion of Remy's Claim against MLC relating to asbestos liability arising on or prior to the closing of that certain Asset Purchase Agreement by and among DR International, Inc., DRA, Inc., and GM, dated July 13, 1994. Allowed Class 4 Property Environmental Claims are deemed fully satisfied pursuant to the Settlement Agreement and priority order sites consent decrees and settlement agreements to be filed with the Court with respect to non-owned sites, a list of which is available for free at: http://bankrupt.com/misc/gmpriorityordersites.pdf Holders of Class 6 Equity Interests will neither receive nor retain any property or interest in property on account of that Equity Interest. Other Plan Disclosures The Amended Plan also updated information regarding the Debtors' Chapter 11 cases, including: * General Motors Co. commenced an initial public offering in November 2010. At the direction of the Official Committee of Unsecured Creditors, the Debtors did not participate in the IPO. * The Debtors expect that there will about $124 million of cash remaining in MLC after returning any funds to the DIP Lenders on the Effective Date and funding the GUC Trust, the Asbestos Trust, the Environmental Response Trust and the Avoidance Action Trust. Prior to MLC's dissolution, any funds remaining with MLC and not needed for any continuing obligations will be returned to the DIP Lenders. * The Creditors' Committee has stated that it will discontinue the Term Loan Litigation if the DIP Lenders are deemed to own the proceeds of the Term Loan Avoidance Action. It is not certain whether any other party could proceed with litigating the Term Loan Avoidance Action. The Term Loan Litigation is an action initiated by the Creditors' Committee against more than 400 lender-defendants, seeking to recover more than $1.5 billion in payments made to the lenders under the Prepetition Term Loan Agreement from the DIP Facility * Many of the claims alleging liability for personal injury or products liability are subject to the lien of Medicare and Medicaid as well as public and private health care providers and insurance funds and companies. The Debtors believe that no proofs of claim have been timely filed that assert Medical Liens. To ensure that neither the Debtors nor the GUC Trust could be held liable to holders of Medical Liens after settling and making distributions on account of the Subject Claims, the Amended Plan provides that holders of Medical Liens will be barred and prohibited from seeking recourse directly against the Debtors or the GUC Trust. * The Creditors' Committee objected to Claims filed by Green Hunt Wedlake, Inc. and noteholders of General Motors Nova Scotia Finance Company. The Creditors' Committee also reserved its rights to bring actions arising out of the Nova Scotia Objection; and seek any necessary consent from MLC or the approval of the Court in connection with the Nova Scotia Actions. At the Creditors' Committee's request, the Debtors added description of the Creditors' Committee's view of the Nova Scotia Actions. Financial Projections The Debtors prepared financial information and projections for MLC and the trusts to be formed under the Plan. The Financial Projections assume that the Debtors will emerge from Chapter 11 on December 31, 2010. Motors Liquidation Company Projected Statement of Net Assets (in thousands) Assets Jan. 1, 2010 Dec. 31, 2011 ------ ------------ ------------- Cash and cash equivalents $124,292 $- Retainers paid to professionals 21,436 - ------------ ------------- Total assets $145,728 $0 ============ ============= Liabilities Accrued professional fees and account payable $66,467 $- Accrued secured, administrative and priority claims 25,000 - Environmental liabilities 27,000 - ------------ ------------- Total liabilities 118,467 - ------------ ------------- $27,261 $0 ============ ============= Motors Liquidation Company Projected Statement of Cash Receipts and Disbursements (in thousands) Year Ended Dec. 31, 2011 ------------- Beginning cash and cash equivalents $124,292 Cash receipts Retainers from professionals 21,436 ------------- $21,436 Cash disbursements Administrative costs 12,911 Professional fees 70,817 Administrative, secured and priority claims 25,000 Payment for priority order sites 27,000 Returned to U.S. Treasury and EDC 10,000 ------------- 145,728 ------------- Net cash flow ($124,292) ------------- Ending cash and cash equivalents $- ============= Opening Statement of Net Assets of Debtors and Trusts As of December 31, 2010 (in millions) Opening Asbestos GUC Balance Trust Trust ERT MLC ------- -------- ----- ---- ---- Total assets $947 $2 $57 $743 $145 ======= ======== ===== ==== ===== Total liabilities $39,031 $1,800 $36,700 $413 $118 ------- -------- ------- ---- ----- ($38,084) ($1,798)($36,643) $330 $27 ======= ======== ===== ==== ===== The Financial Projections are available for free at: http://bankrupt.com/misc/gmfinlprojections.pdf The Debtors also submitted a schedule of note claims under each indenture to be allowed under the Amended Plan, a schedule of which is available for free at: http://bankrupt.com/misc/gmfixedallowednoteclaims.pdf A full-text copy of the Amended Plan dated December 7, 2010, is available for free at: http://bankrupt.com/misc/gmPlan1207.pdf A full-text copy of the Disclosure Statement dated December 7, 2010, is available for free at http://bankrupt.com/misc/gmDS1207.pdf About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At June 30, 2010, GM had US$131.899 billion in total assets, US$101.00 billion in total liabilities, US$6.998 billion in preferred stock, and US$23.901 billion in stockholders' equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Says Smith's $75-Trillion Claim "Unintelligible" ---------------------------------------------------------------- Motors Liquidation Co., or Old GM, and its units ask the U.S. Bankruptcy Court for the Southern District of New York to disallow and expunge Claim no. 70464 filed by Beverly E. Smith. Ms. Smith filed the Claim against the Debtors and certain other parties, including "Lehman Brothers," asserting $75 trillion. The Proof of Claim cites a certain lawsuit as the basis for the 7claim -- Smith et al. v. Wagner et al., Case No. 05-cv-04457. The Smith Civil Action was commenced in August 2005 and was closed by the U.S. District Court for the Eastern District of Pennsylvania in June 2006 after determining that it did not have subject matter jurisdiction over any of the matters asserted by Ms. Smith. The Debtors object to the Claim because it fails to allege facts sufficient to support a claim against them. In fact, the Claim is completely unintelligible, Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, in New York, contends. The asserted basis for the claim -- the Smith Civil Action -- bears no obvious relation to the Debtors and fails to provide any legal or factual support for a claim, much less one against the Debtors, he argues. In addition, the Claim was filed almost 11 months after the Bar Date, he asserts. Ms. Smith has also not filed a motion under Rule 9006(b)(1) of the Federal Rules of Bankruptcy Procedure which governs the admission of proofs of claim filed after a court-ordered bar date, Mr. Smolinsky points out. It would be severely prejudicial to other claimants and these judicial proceedings to now have to reserve distributions for the Claim, particularly given the absurdity of the $75 trillion assert, he maintains. About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At June 30, 2010, GM had US$131.899 billion in total assets, US$101.00 billion in total liabilities, US$6.998 billion in preferred stock, and US$23.901 billion in stockholders' equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MOTORS: Wants $223 Million in Claims Expunged ----------------------------------------------------- Motors Liquidation Co. and its units ask the Bankruptcy Court to disallow and expunge 34 claims totaling $223,962,000, namely: (1) claims that were filed by automobile dealerships, their insurance carriers or rental car companies for contribution or reimbursement from the Debtors for pending product liability claims where the claimant is co-liable with the Debtors to plaintiffs who were injured in an accident involving a vehicle manufactured by the Debtors and purchased, leased or rented from the claimant; (2) claims that were filed by manufacturers or distributors of engine components, or manufacturers of products using those components for contribution or reimbursement from the Debtors for pending product liability claims where the Diesel Fume Defendants are co-liable with the Debtors to plaintiffs who suffered injury after inhaling diesel fumes generated from engines allegedly manufactured by, or containing components supplied by, the Debtors; (3) a claim filed by Norfolk Southern Railway Co. for contribution or indemnification in a third party personal injury suit where Norfolk is co-liable with the Debtors to an individual who was injured while walking through a railway track owned or damaged by Norfolk on land alleged to have been owned by the Debtors; and (4) a claim filed by Expedition Helicopters, Inc. for contribution or reimbursement from the Debtors for pending product liability claims where Expedition is co-liable with the Debtors to plaintiffs who were injured in an accident involving a helicopter operated by the claimant that allegedly contained parts supplied by the Debtors. A schedule of the claims is available for free at: http://bankrupt.com/misc/gm110thoo.pdf About General Motors With its global headquarters in Detroit, Michigan, General Motors Company -- http://www.gm.com/-- is one of the world's largest automakers. GM employs 205,000 people in every major region of the world and does business in some 157 countries. GM and its strategic partners produce cars and trucks in 31 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang, Opel, Vauxhall and Wuling. GM's largest national market is China, followed by the United States, Brazil, Germany, the United Kingdom, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. is 60.8% owned by the U.S. Government. It was formed to acquire the operations of General Motors Corporation through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The deal was closed on July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM remains subject to a pending Chapter 11 reorganization case before the U.S. Bankruptcy Court for the Southern District of New York. At June 30, 2010, GM had US$131.899 billion in total assets, US$101.00 billion in total liabilities, US$6.998 billion in preferred stock, and US$23.901 billion in stockholders' equity. New GM has a 'BB-' corporate credit rating from Standard & Poor's and a 'BB-' issuer default rating from Fitch. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP serve as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long serve as counsel regarding supplier contract matters. FTI Consulting, Inc., serves as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the Asbestos Committee. Legal Analysis Systems, Inc., serves as asbestos valuation analyst. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GOMERA GOVI: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Gomera Govi Inc. 65th Infanteria Station P.O. Box 29618 Rio Piedras, PR 00929-0618 Bankruptcy Case No.: 10-11367 Chapter 11 Petition Date: December 2, 2010 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Wigberto Lugo Mender, Esq. LUGO MENDER & CO Centro Internacional de Mercadeo Carr 165 Torre 1, Suite 501 Guaynabo, PR 00968 Tel: (787) 707-0404 E-mail: wlugo@lugomender.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/prb10-11367.pdf The petition was signed by Alfredo Gonzalez, president. GTC BIOTHERAPEUTICS: Raises $18.3 from Sale of Equity to LFB ------------------------------------------------------------ GTC Biotherapeutics Inc. completed its previously announced sale of approximately 61,100,000 shares of its common stock, par value $0.01 per share, to LFB Biotechnologies S.A.S., Les Ulis, France in a private placement for $0.30 per share, for an aggregate purchase price of approximately $18.3 million. Following the private placement and the conversion of convertible preferred stock of GTC owned by LFB, LFB owned at least 90% of GTC's outstanding common stock. After LFB contributed all shares of GTC common stock it held to its wholly-owned subsidiary, LFB Merger Sub, Inc., Merger Sub effected a short-form merger in accordance with Massachusetts law merging itself with and into GTC, with GTC being the surviving corporation in the merger, and cashing out all minority shareholders for $0.30 per share, for an aggregate purchase price of approximately $2.7 million. The merger became effective on December 2, 2010. Following the effective time of the merger, GTC became a wholly-owned subsidiary of LFB, and shares of GTC common stock ceased to trade on the over-the-counter market. About GTC Biotherapeutics Framingham, Mass.-based GTC Biotherapeutics, Inc. (OTC BB: GTCB) -- http://www.gtc-bio.com/-- develops, supplies and commercializes therapeutic proteins produced through transgenic animal technology. ATryn(R), GTC's recombinant human antithrombin, has been approved for use in the United States and Europe. In addition to ATryn(R), GTC is developing a portfolio of recombinant human plasma proteins with known therapeutic properties. These proteins include recombinant forms of human coagulation factors VIIa and IX, which are being developed for the treatment of patients with hemophilia, and recombinant alpha-fetoprotein, which is being developed for the treatment of myasthenia gravis and multiple sclerosis. The Company's balance sheet at September 30, 2010, showed $24.5 million in total assets, $48.2 million in total liabilities, and a stockholders' deficit of $23.8 million. The Company has an accumulated deficit of $333.4 million at September 30, 2010. The Company also has negative working capital of $7.8 million as of September 30, 2010. Based on the Company's cash balance as of September 30, 2010, as well as potential cash receipts primarily from the funding of programs under the LFB collaboration, GTC believes its capital resources will be sufficient to fund operations to the middle of December 2010. As reported in the Troubled Company Reporter on March 15, 2010, PricewaterhouseCoopers LLP, in Boston, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for the fiscal year ended January 3, 2010. The independent auditors noted of the Company's recurring losses from operations and limited available funds as of January 3, 2010. HARGRAY HOLDINGS: S&P Affirms 'B' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its ratings, including its 'B' corporate credit rating, on Hilton Head, South Carolina-based incumbent local exchange carrier Hargray Holdings LLC. At the same time, S&P revised the outlook to positive from stable. "The outlook revision is based on improved credit measures from EBITDA growth and debt reduction," said Standard & Poor's credit analyst Allyn Arden. Total debt to EBITDA including relatively minor adjustments for postretirement benefits and operating leases was 5.1x as of June 30, 2010, down from about 7.0x in the year-ago period. This ratio includes S&P's adjustments for postretirement benefits and operating leases and does not include all EBITDA adjustments allowed in the covenant compliance calculation. The company initiated several cost-reduction initiatives, including a billing system conversion, which resulted in improved profitability measures. As a result, S&P could raise the ratings if leverage declines below 5x on a sustained basis. HARMAN GROUP: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: The Harman Group LLC 331 Rutledge Street Brooklyn, NY 11211 Bankruptcy Case No.: 10-51384 Chapter 11 Petition Date: December 3, 2010 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Joel B. Rosenthal Debtor's Counsel: Leo Fox, Esq. 630 Third Avenue, 18th Floor New York, NY 10017 Tel: (212) 867-9595 Fax: (212) 949-1857 E-mail: leofox1947@aol.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 Max Stark, owner. Harman Group's affiliated entities are" Debtor Case No. ------ -------- Southside House LLC 09-43576 84 George LLC 10-44253 351 Enterprise LLC 10-48242 51 Eldert LLC 10-46346 HAROLD LAMPE: Court Disallows Granddaughter's Claim --------------------------------------------------- Jestyn G. Payne, Custodian for Lauren Lampe, v. Harold C. Lampe, Jr., Adv. Pro. No. 09-0012 (Bankr. E.D. Pa.), seeks (i) a judgment for $345,000 against Mr. Lampe, Lauren's grandfather; (ii) an allowed claim for $345,000 based on the judgment; and (iii) a determination that the debt underlying the claim is not dischargeable pursuant to 11 U.S.C. Sec. 523(a)(4) because the Debtor engaged in fraud or defalcation while acting in a fiduciary capacity. In his Objection, the Debtor seeks a ruling that (i) Mr. Payne's claim is invalid and unenforceable; or, in the alternative, (ii) the debt underlying the claim is dischargeable. The Hon. Jean K. Fitzsimon (i) held that Claim No. 2 filed by Mr. Payne is unenforceable and, hence, disallowed; and (ii) granted judgment on the amended complaint in favor of Mr. Lampe. A copy of the Court's Memorandum Opinion, dated November 19, 2010, is available at http://is.gd/igQukfrom Leagle.com. Harold C. Lampe, Jr., filed a voluntary Chapter 11 petition (Bankr. E.D. Pa. Case No. 08-18025) on December 4, 2008. HAROLD ROSBOTTOM: Trustee Has Green Light to Sell Mineral Assets ---------------------------------------------------------------- Judge Stephen V. Callaway authorized Gerald H. Schiff, as trustee for the bankruptcy estate of Harold L. Rosbottom, Jr., to sell mineral assets through auction sale to be conducted by Clearinghouse. The primary sale will be conducted on December 15, 2010. A full-text copy of the Court's December 1 Findings of Fact and Conclusions of Law is available at http://is.gd/inLP0from Leagle.com. Based in St. Rose, Louisiana, Harold L. Rosbottom, Jr., filed for Chapter 11 bankruptcy protection (Bankr. W.D. La. Case No. 09- 11674) on June 9, 2009. Patrick S. Garrity, Esq., Baton Rouge, served as counsel. In its petition, the Debtor estimated assets at between $1 million to $10 million. The Chapter 11 Trustee is represented by: Louis M. Phillips, Esq. GORDON, ARATA, MCCOLLAM, DUPLANTIS & EAGAN LLP One American Place 301 Main Street, Suite 1600 Baton Rouge, LA 70801-1916 HDT WORLDWIDE: S&P Assigns 'B' Long-Term Corporate Credit Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' long-term corporate credit rating to HDT Worldwide LLC, the indirect parent of Hunter Defense Technologies Inc. (B+/Stable/--) The outlook is stable. Standard & Poor's also assigned its 'B+' issue-level rating, and '2' recovery rating, to HDT's proposed $350 million secured credit facility. The facility comprises a $50 million revolving credit facility and a $300 million term loan. The '2' recovery rating reflects S&P's expectations of a substantial (70%-90%) recovery in a default scenario. In addition, S&P assigned its 'CCC+' issue-level rating, and '6' recovery rating, to the company's proposed $250 million unsecured notes due 2017. The '6' recovery rating reflects S&P's expectations of a negligible (0%-10%) recovery in a default scenario. Standard & Poor's plans to withdraw its ratings on Hunter Defense, once the proposed transaction is complete because all of Hunter Defense's rated debt will be repaid as part of the transaction. "The ratings on HDT reflect what S&P views as a highly leveraged financial risk profile resulting from a proposed debt-financed dividend, a very aggressive financial policy, limited product diversity, and an active acquisition program," said Standard & Poor's credit analyst Christopher DeNicolo. "Substantial defense spending, despite expected competing demands on the federal budget, and leading positions in niche markets somewhat offset these factors in S&P's opinion," Mr. DiNicolo added. HDT's primary operating subsidiaries are Hunter Defense (which comprises about 70% of consolidated revenues) and Airborne Holdings Inc. (not rated). HDT proposes to use the proceeds from a new $300 million term loan, $5 million of borrowings under a new $50 million revolving credit facility, $250 million of secured loans, and cash on hand to pay a $213 million dividend to its owners, Metalmark Capital LLC (not rated), to refinance existing debt at Hunter Defense and Airborne, and to pay fees and expenses. The proposed debt-financed dividend indicates a somewhat more aggressive financial policy than had been factored into the rating for Hunter Defense. HDT manufactures tactical shelters, personnel and cargo parachutes; environmental control units and power systems; and chemical, biological, radiological, nuclear filters and systems and military heaters. Sales are somewhat concentrated with the U.S. Army and Marines due to the nature of the products, with sales also to international customers, the Navy, the Air Force, and other customers (primarily other government and industrial). The company has grown largely through acquisitions, the most recent of which were Airborne and Nordic Air Inc. (not rated), a manufacturer of air conditioners for military and industrial applications. Customers use HDT's rapidly deployable tactical shelters for command and control, medical, and collective protection facilities. The company's heaters are used in shelters and vehicles and the ECUs and generators are used to cool and provide electricity for command and control center electronics. HDT also produces CBRN collective protection filters and systems for military vehicles, ships, shelters, and buildings. Airborne provides personnel, aerial delivery (cargo), and space recovery systems. The company sells products through a sales force directly to base or unit commanders, traditional government contracts, and subcontracts with prime defense contractors. The stable outlook is based on S&P's view that HDT's proposed debt-financed dividend and refinancing will result in a highly leveraged financial risk profile, with debt to EBITDA above 5x and funds from operations to debt about 10%. The company's solid positions in niche markets and good near-term demand for its products should result in modest revenue and earnings growth in the next few years, which S&P expects will lead to gradually improving credit protection measures. Organic growth could also be augmented by further acquisitions, which could be financed with additional debt. Although S&P doesn't expect this in the near term, S&P could lower its ratings if credit protection measures deteriorate due to debt-financed acquisitions, additional dividends, or, less likely, operational shortfalls, resulting in debt to EBITDA above 6x for a sustained period. Likewise, S&P is not likely to raise the ratings in the near term, but could if excess cash flows are dedicated to debt reduction, debt to EBITDA falls below 4.5x, and S&P believes leverage will remain at that level. HERITAGE CONSOLIDATED: Dec. 15 Disclosure Statement Hearing Set --------------------------------------------------------------- The hearing to consider approval of the disclosure statement explaining Heritage Consolidated LLC, et al.'s proposed plan of reorganization will be held on December 15, 2010, at 1:30 p.m., prevailing Central Time, before the Honorable Harlin D. Hale, United States Bankruptcy Judge for the Northern District of Texas, Dallas Division, at the Earle Cabell Building, 1100 Commerce Street, 14th Floor, in Dallas, Texas. The deadline for the filing and service of objections to the approval of the Disclosure Statement is December 3, 2010, at 4:00 p.m., prevailing Central Time. As reported in the Sept. 24, 2010 edition of the Troubled Company Reporter, the Plan provides that each holder of an allowed general unsecured claim against Heritage Consolidated's estate will, at the election of the Plan Administrator, (A) receive its Pro Rata share of Distributions of Available Cash from Reorganized Consolidated out of its Senior Claim Distribution Reserve in the amount of each holder's Allowed General Unsecured Claim plus interest; or (B) receive other less favorable treatment that may be agreed upon in writing by the holder and the Plan Administrator. On the Effective Date, allowed equity interests in Heritage Consolidated will be canceled and extinguished, and a New Consolidated Membership Interest will be issued to each holder in place of the canceled and extinguished Equity Interest in Heritage Consolidated. The same treatment applies to allowed general unsecured claims against Heritage Standard Corporation and allowed equity interests in Heritage Standard Corporation. Copies of the Plan and disclosure statement are available for free at: http://bankrupt.com/misc/HERITAGE_CONSOLIDATED_plan.pdf http://bankrupt.com/misc/HERITAGE_CONSOLIDATED_ds.pdf About Heritage Consolidated Heritage Consolidated LLC is a privately-held company whose core operations consist of exploration for, and acquisition, production, and sale of, crude oil and natural gas. Heritage Consolidated filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 10-36484) on September 14, 2010, in Dallas, Texas. Its affiliate, Heritage Standard Corporation, also filed for Chapter 11 (Bankr. N.D. Tex. Case No. 10-36485). The Debtors each estimated assets and debts of $10 million to $50 million. Kevin D. McCullough, Esq., in Dallas, Texas, serves as counsel to the Debtors. HICO FLEX: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Hico Flex Brass Company, Inc. 931 West 19th Street Chicago, IL 60608 Bankruptcy Case No.: 10-54005 Chapter 11 Petition Date: December 6, 2010 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: A. Benjamin Goldgar Debtor's Counsel: William J. Factor, Esq. THE LAW OFFICE OF WILLIAM J. FACTOR, LTD 1363 Shermer Road, Suite 224 Northbrook, IL 60062 Tel: (847) 239-7248 Fax: (847) 574-8233 E-mail: wfactor@wfactorlaw.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/ilnb10-54005.pdf The petition was signed by Neil Isaacs, president. HRAF HOLDINGS: Court OKs Utah Property Sale to Feinbergs -------------------------------------------------------- HRAF Holdings, LLC, and Harbor Real Asset Fund, LP, obtained authorization from the Hon. R. Kimball Mosier of the U.S. Bankruptcy Court for the District of Utah to sell real property at 2888 Blue Sage Trail, Park City, Utah, free and clear of liens and interests. The Court has allowed the Debtors to sell the Property to Joseph and Andrea Feinberg for a gross purchase price of $236,500. The Debtor is authorized to pay at closing: (a) all ad valorem property taxes due in connection with the Property as of the time of closing, including a pro-rated amount of the estimated 2010 property taxes to be reflected as a credit against the Purchase Price; (b) closing costs ordinarily and usually borne by a seller at closing, as more particularly described in the Real Estate Purchase Contract, but subject to review by the Bank of America, N.A., of the closing settlement statement; and (c) broker's commissions (not to exceed 6% in the aggregate of the gross sales price, and excluding any payments to insiders) and the reasonable and necessary closing costs incidental to the sale of the Property, subject to review of the Bank of a closing settlement statement, including (a) $7,095 to the broker, as seller's broker, and (b) $7,095 to Summit Southeby International Realty, as buyer's broker. Effective as of closing, any liens and interests in the Property not paid at closing will be deemed released and cleared from the Property and will attach, instead, to the net proceeds of the sale to the same extent, and with the same priority, as the liens attached to the Property prior to the sale. Any proceeds of the sale not disbursed at closing will be held by the Debtor at a third-party financial institution that qualifies as a depository institution and will not be disbursed to the Debtor or to any party in interest absent a further court order after notice and a hearing, pending a further determination of the priority and amounts of any liens on the Property which have attached to the said proceeds. About HRAF Holdings Midvale, Utah-based HRAF Holdings, LLC, filed for Chapter 11 bankruptcy protection on September 9, 2010 (Bankr. D. Utah Case No. 10-32433). Affiliate Harbor Real Asset Fund L.P. filed for Chapter 11 bankruptcy protection on September 9, 2010 (Bankr. D. Utah Case No. 10-32436). The two cases are consolidated and jointly administered under the case of HRAF. George B. Hofmann, Esq., at Parsons Kinghorn & Harris, assists the Debtors in their restructuring efforts. The Debtors estimated their assets and debts at $10 million to $50 million each, as of the Petition Date. IA GLOBAL: Extends Contract with CEO Until March 2011 ----------------------------------------------------- IA Global Inc. entered on December 4, 2010, into an Employment Agreement Extension with Brian Hoekstra, the Company's Chief Executive Officer, which extends his Employment Agreement dated September 4, 2009 to March 4, 2011. About IA Global San Francisco, Calif.-based IA Global, Inc. (OTCQB: IAGI.OB) -- http://www.iaglobalinc.com/-- is a global services and outsourcing company focused on growing existing businesses and expansion through global mergers and acquisitions. The Company is utilizing its current partnerships to acquire growth businesses in target sectors and markets at discounted prices. The Company is actively engaging in discussions with businesses that would benefit from our business acumen and marketing expertise, knowledge of Asian Markets, and technology infrastructure. The Company's balance sheet at Sept. 30, 2010, showed $4.65 million in total assets, $3.30 million in total current liabilities, $2.79 million in long-term debt, and a stockholders' deficit of $1.45 million. As reported in the Troubled Company Reporter on July 20, 2010, Sherb & Co., LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for the fiscal year ended March 31, 2010. The independent auditors noted that the Company has incurred significant operating losses, and has a working capital deficit as of March 31, 2010. INTELSAT JACKSON: S&P Assigns 'BB-' Rating on $2.85 Bil. Loan ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB-' issue-level and '1' recovery ratings to Intelsat Jackson Holdings S.A.'s proposed $2.85 billion senior secured credit facility due 2018. The facility will consist of a $2.35 billion term loan B and a $500 million revolving credit facility which S&P expects to be undrawn at closing. The '1' recovery rating indicates expectations for very high (90% to 100%) recovery in the event of a payment default. The proposed facility is also guaranteed by Intelsat Subsidiary Holding Co. S.A. Issue proceeds will be used to refinance substantially all of the outstanding debt at Intelsat Corp. and the senior secured credit facility at Intelsat Sub Holdco. This financing is part of parent Intelsat Global S.A.'s reorganization of its capital structure. Ratings are based on preliminary documentation and are subject to review of final documents. S&P will withdraw ratings on all refinanced debt when the transaction closes. In addition, S&P affirmed its 'B' corporate credit rating on Intelsat. The rating outlook is stable. "The ratings on Luxembourg-based Intelsat reflect a highly leveraged financial profile that allows for limited financial flexibility over the next few years, and that eclipses the attractive business characteristics," said Standard & Poor's credit analyst Naveen Sarma. S&P considers the business risk profile to be strong, reflecting the company's global scale, strong geographic diversification, and a revenue backlog that provides for significant cash flow visibility. This strong business profile allows the company to support such high levels of leverage at this rating. Pro forma for the proposed transaction, Intelsat has over $15 billion in debt. ISLE OF CAPRI: Moody's Downgrades Corporate Family Rating to 'B3' ----------------------------------------------------------------- Moody's Investors Service downgraded Isle of Capri, Inc.'s Corporate Family and Probability of Default ratings to B3 from B2. All of Isle's rated long-term debt was also lowered. These actions conclude the review for possible downgrade initiated on July 1, 2010. The rating outlook is stable. Ratings downgraded: -- Corporate Family Rating to B3 from B2 -- Probability of Default Rating to B3 from B2 -- $375 million senior secured revolver expiring 2012 to B2 (LGD 3, 38%) from B1 (LGD 3, 37%) -- $813 million senior secured term loan maturing 2013 to B2 (LGD 3, 38%) from B1 (LGD 3, 37%) -- $357 million 7% senior subordinated notes due 2014 to Caa2 (LGD 6, 90%) from Caa1 (LGD 6, 90%) Ratings Rationale The ratings downgrade considers that despite Isle's success at lowering its expense structure and generating positive free cash flow, Isle's leverage is high. Without a leverage reducing transaction, debt/EBITDA will likely to remain over 6 times. Additionally, any comprehensive refinancing would probably result in higher annual interest costs and possibly more restrictive financial covenants. To date, Isle has benefited from an attractive interest rate on its secured credit facility, which accounts for about 70% of the company's total outstanding debt, and a relatively low 7% coupon on it senior subordinated debt. This low cost of debt capital is an important component to the company's positive free cash flow. Isle, like other regional gaming companies in the U.S., is still faced with a tough operating environment. Moody's believes that consumer spending on gaming -- a highly discretionary form of entertainment -- will remain under pressure, making it unlikely that operating conditions will improve materially any time soon, or that Isle will be able to achieve a meaningful reduction in leverage prior to its upcoming debt maturities. Isle's B3 Corporate Family Rating is supported by the company's geographic diversification through its multiple facilities, modest free cash flow generation, and reduced cost structure. The stable rating outlook anticipates that Isle will continue to generate positive free cash flow that can be applied toward debt reduction. The stable outlook also expects that the company will be able to term out its existing revolver and term loans before they mature. Isle's $275 million revolver ($85 million outstanding at October 24, 2010) expires in July 2012. The company's $813 million term loan matures in November 2013. A higher rating would likely require a combination of factors, including lower leverage -- debt/EBITDA at or below 6.0 times -- a more relaxed debt maturity schedule, and a higher degree of comfort that Isle can maintain compliance with its financial covenants over longer-term. The debt/EBITDA covenant in Isle's bank agreement steps down considerably beginning May 1, 2012 -- to 4.75 times from 7.0 times. Ratings could be lowered if it appears that leverage will not improve over the next 12-months or that the company will have difficulty maintaining compliance with its financial covenants during that same period. Isle owns and operates fifteen casino gaming facilities in the U.S. The company generates consolidated annual net revenues of about $1 billion. ISTAR FINANCIAL: To Buy Back $312MM of 2nd Priority 2014 Notes -------------------------------------------------------------- iStar Financial Inc., has called for redemption of its approximately $312 million remaining principal amount of 10% Second Priority Senior Secured Guaranteed Notes due 2014. The notes are redeemable at 100% of par value plus accrued but unpaid interest to, but not including, the redemption date. The redemption date will be January 6, 2011. After giving effect to the redemption, the Company will have retired the entire $635 million principal amount of the Second Priority Senior Secured Notes issued in its May 2009 exchange offer. As reported by the Troubled Company Reporter on November 11, 2010, Jeffrey McCracken and Jonathan Keehner at Bloomberg News, citing three people with direct knowledge of the matter, said iStar Financial is in talks with creditors about exchanging debt and lining up as much as $2 billion in new financing to avoid a bankruptcy filing next year. According to the Bloomberg report, the people said Franklin Resources Inc., iStar's largest bondholder, is leading one of the groups offering financing. The company is also in talks with Centerbridge Capital Partners LLC as well as other lenders, including its banks, about potential financing, according to the people. iStar may refinance its loans with a new $1 billion to $2 billion credit line as an alternative to seeking bankruptcy protection, the people said, according to Bloomberg. iStar, which is being advised by Lazard, had about $2.8 billion of non-performing loans as of Sept. 30 and reported that its third- quarter net loss narrowed to $75.5 million from $248 million a year earlier. About iStar Financial New York-based iStar Financial Inc. (NYSE: SFI) provides custom- tailored investment capital to high-end private and corporate owners of real estate, including senior and mezzanine real estate debt, senior and mezzanine corporate capital, as well as corporate net lease financing and equity. The Company, which is taxed as a real estate investment trust, provides innovative and value added financing solutions to its customers. The Company's balance sheet at Sept. 30, 2010, showed $10.47 billion in total assets, $8.70 billion in total liabilities, and stockholder's equity of $1.76 billion. * * * iStar carries a 'C' issuer default rating from Fitch Ratings Services. Fitch lowered, among other things, the IDR from 'CC' to 'C' in October, noting that there is substantial amount of debt maturities in the second quarter of 2011, consisting primarily of a second lien term loan and second lien revolving credit agreement in aggregate amounting to approximately $1.7 billion, and an unsecured revolving credit facility of approximately $500 million. In order to avoid maturity defaults on the second lien obligations and unsecured revolving credit facility due June 2011, a coercive debt exchange would need to be effected, whereby the company negotiates with certain of its debt holders a material reduction in terms to avert bankruptcy, Fitch said. In July 2010, Standard & Poor's Ratings Services lowered its long- term counterparty credit rating on iStar Financial to 'CCC' from 'B-'. The outlook is negative. iStar's limited funding flexibility and the severe credit quality deterioration in its loan portfolio continue to put negative pressure on the rating, S&P said. INT'L BANKING: $27MM to Stay in US Pending Bahrain Recognition -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that U.S. Bankruptcy Judge Stuart M. Bernstein issued a ruling November 25, rejecting a plea to bring to Bahrain's $27 million in funds subject to attachment in New York state court notwithstanding that the bankruptcy court has entered an order recognizing the bankruptcy cases in Bahrain as the "foreign main proceeding." Mr. Rochelle recounts that TIBC, which was put into administration in July 23009 in a court in Bahrain, filed a Chapter 15 petition in New York, to bring almost $27 million to Bahrain that Deutsche Bank AG had attached through proceedings in New York state court. Judge Bernstein granted permanent relief under Chapter 15 when he ruled that proceedings in Bahrain were the "foreign main proceeding." Mr. Rochelle notes that ordinarily, recognizing the foreign court as having the main proceeding means that the U.S. court will send assets in the U.S. to the foreign court for distribution to creditors under the law of the other country. However, in his 25- page opinion on Nov. 25, Judge Bernstein ruled that the money would stay in the U.S., at least for now, according to Mr. Rochelle. Mr. Rochelle relates that in the course of his opinion, Judge Bernstein found that Frankfurt-based Deutsche Bank had a valid security interest in the $27 million because the New York sheriff took possession of the funds after the New York state court issued an order of attachment. The administrator for IBC took the position that although valid in the U.S., the security interest may be voidable or not recognized by the court in Bahrain. Deutsche Bank succeeded in persuading Judge Bernstein to keep the money in the U.S. by pointing to a 2001 decision from the U.S. Court of Appeals in Manhattan called In re Trico, which says, according to Judge Bernstein, that the bankruptcy court is "required to protect a secured creditor in the U.S. from being reduced to an unsecured status in a foreign proceeding." Judge Bernstein told Deutsche Bank and the administrator for IBC that they must now ask the court in Bahrain for a ruling on whether the attachment order in the New York state court was valid under Bahrain's law. About TBIC The International Banking Corp. is a commercial lender in Bahrain and owned by Ahmad Hamad Algosaibi & Brothers, or Ahab, the privately held Saudi family business. TBIC began facing scrutiny by creditors and authorities in May 2009 after it failed to meet some of its debt obligations. TIBC was subsequently placed in administration by the Central Bank of Bahrain, which in turn appointed Trowers & Hamlins as external administrator in August. Ahab is involved in a feud with Saad Group, another financially troubled Saudi family business owned by Maan Al Sanea, which also defaulted on some of its debts in 2009. The groups are locked in a financial dispute that's fought in various jurisdictions including in the U.S. TBIC filed a petition for protection from creditors in the U.S. under Chapter 15 (Bankr. S.D.N.Y. Case No. 09-17318). The bank said assets and debt are both more than $1 billion. J&K WRIGHT: Case Summary & Largest Unsecured Creditor ----------------------------------------------------- Debtor: J&K Wright Family Limited Partnership fka Wright Hotels fka J D Wright Investment 2241 South 1950 East St. George, UT 84790 Bankruptcy Case No.: 10-36784 Chapter 11 Petition Date: December 3, 2010 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Judge: William T. Thurman Debtor's Counsel: Bentley R. Peay, Esq. Danny C. Kelly, Esq. STOEL RIVES LLP One Utah Center 201 South Main Street, Suite 1100 Salt Lake City, UT 84111 Tel: (801) 578-6979 Fax: (801) 578-6999 E-mail: brpeay@stoel.com dckelly@stoel.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Chase Card Credit Card $1,000 P.O. Box 15298 Wilmington, DE 19850 The petition was signed by James D. Wright and Karen C. Wright, general partners. JACK HARRIS: Case Summary & 13 Largest Unsecured Creditors ---------------------------------------------------------- Joint Debtors: Jack E. Harris Genevieve L. Harris 5 Fen Ct Savannah, GA 31411 Bankruptcy Case No.: 10-08643 Chapter 11 Petition Date: December 4, 2010 Court: United States Bankruptcy Court District of South Carolina (Charleston) Debtor's Counsel: David K. Pinckney, Esq. DAVID KENNEY PINCKNEY, LLC 14 Westbury Park Way, Suite 200 Bluffton, SC 29910 Tel: (843) 368-1021 Fax: (888) 308-1021 E-mail: ecfbcsc@dkplaw.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Joint Debtors' 13 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/scb10-08643.pdf JOHN NAGEL IRWIN: Joseph Forte Receiver Seeks Rule 2004 Discovery ----------------------------------------------------------------- Judge Eric L. Frank deferred ruling on the request of Marion A. Forte, as Receiver for Joseph S. Forte and Joseph Forte, L.P., to conduct discovery pursuant to F.R.B.P. 2004 on John N. Irwin and Jacklin Associates. The Receiver and the Debtors having reported a settlement of their dispute with respect to the Rule 2004 examination and their intention to file a consent order for entry by the court. John Irwin and Jacklin Associates, Inc., provided services to Joseph Forte and Joseph Forte, L.P. over a 15-year period during which Mr. Forte and his company were engaged in a Ponzi scheme. Mr. Forte's activities resulted in the appointment of Marion S. Hecht, as a court-appointed Receiver for both Mr. Forte individually and his L.P. After her appointment, the Receiver filed a lawsuit against both the Debtors in which she asserts claims against them arising from their alleged participation in the Ponzi scheme activities. Hecht v. Irwin, No. 10-cv-1371 (E.D. Pa.). The lawsuit was stayed by the Debtors' bankruptcy filing. The discovery the Receiver seeks falls into two basic categories: (1) information relating to asset transfers that may be avoidable as fraudulent transfers under 11 U.S.C. Sec. 544, 547, 548; and (2) information relating to the existence and collectibility of debts owed by third parties to the bankruptcy estates. A copy of the Court's December 2, 2010 Order is available at http://is.gd/inTuQfrom Leagle.com. A copy of the Court's December 2, 2010 Memorandum is available at http://is.gd/inTAWfrom Leagle.com. John Irwin and Jacklin Associates, Inc., filed for Chapter 11 bankruptcy (Bankr. E.D. Pa. Case Nos. 10-14407 and 10-14408) on May 27, 2010. Mr. Irwin is a 55% shareholder in Jacklin. Jacklin provides business consulting services. Jeffrey Kurtzman, Esq., at Klehr, Harrison, Harvey, Branzberg in Philadelphia, serves as the Debtors' counsel. In his petition, Mr. Irwin estimated $1 million to $10 million in assets, and $10 million to $50 million in debts. Jacklin disclosed $798,095 in assets and $34,764,994 in debts in its schedules. KENAN ADVANTAGE: S&P Affirms 'BB-' Long-Term Corp. Credit Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed the ratings on Kenan Advantage Group Inc., including the 'BB-' long-term corporate credit rating. The outlook is stable. At the same time, S&P assigned a 'BB-' rating to the company's $600 million senior secured credit facility with a '3' recovery rating, indicating its expectation of a meaningful (50%-70%) recovery of principal in a payment default scenario. "The ratings on Kenan Advantage reflect the company's aggressive financial profile, acquisitive growth strategy, and its participation in a competitive and fragmented industry with relatively modest returns," said Standard & Poor's credit analyst Anita Ogbara. "The company's leading market position in short- haul truck fuel delivery, as well as its diverse mix of customers, geographic regions, and end markets, partially offset these weaknesses. S&P characterize the company's business profile as fair, financial profile as aggressive, and liquidity as adequate." The outlook is stable. Given the gradual economic recovery, stable demand for petroleum products, and improving demand for chemicals, S&P expects modest improvement in earnings and cash flow over the next several quarters. However, in the near and intermediate term, S&P expects Kenan Advantage to employ an acquisitive growth strategy, which will likely result in increased debt leverage. "S&P could lower the ratings if overpayment for acquisitions or earnings deterioration results in FFO to total debt consistently around 15% or lower. Given the company's acquisitive growth strategy and aggressive financial policy, an upgrade is unlikely in the next couple of years," Ms. Ogbara added. KEYSTONE AUTOMOTIVE: Moody's Cuts Corporate Family Rating to 'Ca' ----------------------------------------------------------------- Moody's Investors Service downgraded Keystone Automotive Operations Inc.'s Corporate Family Rating and Probability of Default Rating to Ca from Caa2 to reflect Moody's concerns about the sustainability of the company's current capital structure. The ratings on the term loan B due January 2012 and senior subordinated notes due November 2013 were also downgraded to Caa2 and C from Caa1 and Caa3, respectively. The rating outlook remains negative. These ratings were impacted by the actions: Ratings Downgraded: -- Corporate Family Rating to Ca from Caa2 -- Probability of Default Rating, to Ca from Caa2 -- Senior secured term loan to Caa2 (LGD2, 27%) from Caa1 (LGD3, 36%) -- Guaranteed senior subordinated unsecured notes due 2013 to C (LGD5, 80%) from Caa2 (LGD5, 85%) The $125 million secured asset based revolving credit facility is not rated by Moody's. Ratings Rationale Keystone is encumbered with an overleveraged capital structure with adjusted debt leverage of roughly 14x debt-to-EBITDA (LTM 10/02/10) amidst a slow recovery across primary end markets for automotive aftermarket accessories and equipment. Keystone is exploring the possibility of restructuring its debt obligations and has engaged restructuring advisors. Moody's expect a debt restructuring to result in substantial losses on $375 million of rated debt securities. The Ca CFR considers the company's high leverage deployed in its capital structure (includes the junior unsecured PIK notes at Keystone Automotive Holdings, Inc. [parent of Keystone]), very high likelihood of default and/or debt restructuring, relatively modest size within the auto supplier industry, continued weakness primary end markets over the intermediate term. Additionally, the CFR reflects the highly fragmented customer base, limited exposure to a single product and expected limited liquidity. The negative outlook reflects Moody's continuing concern that Keystone's operating performance and cash flow could remain pressured. Additionally, Moody's could assign an "/LD" designation to the PDR in the event of a debt restructuring or lower the PDR to D in the event of a default or bankruptcy filing. Moody's could upgrade Keystone's ratings if there is dramatic sustained decrease in the likelihood of default and/or debt restructuring, and financial performance improvements owing to better business climate and further cost reductions strengthen the credit metrics. Keystone, headquartered in Exeter, Pennsylvania, competes as a distributor in the specialty accessories and equipment segment of the broader automotive aftermarket equipment industry. Keystone is majority-owned by Bain Capital, and had $485 million in revenues for the LTM period ended October 2, 2010. KICKERS ALL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Kickers All American Grill, Inc. dba Kickers All American Grill dba Joey's Comedy Club c/o Pete Stoyanovich 17758 Devonshire Court Northville, MI 48168 Bankruptcy Case No.: 10-76526 Chapter 11 Petition Date: December 4, 2010 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Steven W. Rhodes Debtor's Counsel: Samuel Firebaugh, Esq. FIREBAUGH & ANDREWS, PLLC 38545 Ford Road, Suite 104 Westland, MI 48185 Tel: (734) 722-2999 E-mail: FirebaughAndrews@comcast.net Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mieb10-76526.pdf The petition was signed by Pete Stoyanovich, president. KY USA ENERGY: Farm-Out Agreements Aren't Executory Contracts ------------------------------------------------------------- WestLaw reports that farm-out agreements that entitled a Chapter 11 debtor to an assignment of working interests in oil wells upon its completion of these wells were not "executory contracts," such as the debtor had to assume or reject. The nondebtor party admitted that the obligations owing by one side under these farm- out agreements had been fully completed. An "executory contract," as that term was used in the Bankruptcy Code, did not include a contract fully performed by one of the parties. In re KY USA Energy, Inc., --- B.R. ----, 2010 WL 4923644 (Bankr. W.D. Ky.) (Lloyd, J.). A copy of the Honorable Joan A. Lloyd's Memorandum Opinion dated Dec. 2, 2010, is available at http://is.gd/io3HKfrom Leagle.com. KY USA Energy, Inc., based in Glasgow, Ky., sought chapter 11 protection (Bankr. W.D. Ky. Case No. 10-11424) on Sept. 14, 2010. Scott A. Bachert, Esq., at Harned Bachery & McGehee PSC in Bowling Green, Ky., represents the Company. At the time of the filing, the Debtor estimated its assets at less than $50,000 and its debts at $1 million to $10 million. LANDAMERICA FIN'L: Planet Data Tapped by LeClairRyan ---------------------------------------------------- Planet Data disclosed that national law firm LeClairRyan has selected Planet Data as provider of discovery and records management services for the Land America Financial Group (LFG) Bankruptcy Trust. The LFG Trust sought a discovery management partner that could provide efficient, scalable solutions for searching, processing and hosting vast amounts of information. Planet Data's early cost assessment platform, Exego(TM), provides LeClairRyan and the LFG Trust with a powerful solution uniquely suited to managing the costs and complex requirements in the bankruptcy and financial restructuring market. Planet Data Executive Vice President and COO David Cochran stated, "We are proud that LeClairRyan, a valued partner, has selected us for this important client." Bill Belt, shareholder and team leader for LeClairRyan's Discovery Solutions Practice, said, "Providing defensible discovery solutions and lowering costs is a top priority for our clients. Planet Data, a trusted partner for several years, understands this requirement better than anyone. We are excited to be working with them on this engagement." About Planet Data Founded in 2001, Planet Data is a global leader in Early Case Assessment and Discovery Management solutions and services for law firms, corporations and government agencies. Planet Data is SAS 70 Type II and US Safe Harbor certified, and operates state-of- the-art data processing and hosting centers. Planet Data delivers flexible, high-quality, cost-effective eDiscovery services, high- level consulting, technical support and project management. Planet Data has substantial experience involving multi-lingual and unstructured data including Unicode. Planet Data is headquartered in Elmsford, NY, with offices in Boston, Charlotte, Cleveland, Denver, Paterson NJ, Pittsburgh and Washington DC. About LandAmerica Financial LandAmerica Financial Group, Inc., provides real estate transaction services with offices nationwide and a vast network of active agents. LandAmerica and its affiliates operate through approximately 700 offices and a network of more than 10,000 active agents throughout the world, including Mexico, Canada, the Caribbean, Latin America, Europe, and Asia. LandAmerica Financial Group and its affiliate LandAmerica 1031 Exchange Services, Inc. filed for Chapter 11 protection Nov. 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994). Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co- counsel. Zolfo Cooper is the restructuring advisor. Epiq Bankruptcy Solutions serves as claims and notice agent. Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner & Beran, PLC, serve as counsel to the Creditors Committee of 1031 Exchange. Bingham McCutchen LLP and LeClair Ryan serve as counsel to the Creditors Committee of LFG. In its bankruptcy petition, LFG reported total assets of $3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30, 2008. On March 6, 2009, affiliate LandAmerica Assessment Corporation, aka National Assessment Corporation, filed its own petition for Chapter 11 relief. Affiliate LandAmerica Title Company filed for for Chapter 11 relief on March 27, 2009. LandAmerica Credit Services, Inc., filed for Chapter 11 in July 2009. LandAmerica filed a Joint Plan of Liquidation on Sept. 9, 2009. The Bankruptcy Court confirmed that plan on Nov. 23, 2009, and the plan took effect on Dec. 7, 2009. LIGHTHOUSE FINANCIAL: Files for Chapter 11 in Manhattan ------------------------------------------------------- Lighthouse Financial Group LLC, a former securities brokerage firm, filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-16506) on December 8, 2010, disclosing $4,119,919 in assets and $14,577,070 in debts. Holding company Lighthouse Global Partners also filed for Chapter 11, estimating up to $10 million in debt and under $1 million in assets. Tiffany Kary at Bloomberg News reports that Robert Bradley, a managing member of the holding company, said in court papers that the brokerage hasn't had any business aside from liquidating its positions since August 3, when it was notified by the Financial Industry Regulatory Authority that it was out of compliance with minimum net capital rules. "In this chapter 11 case, the Debtor intends to wind-down its remaining business, and liquidate any and all assets for the benefit of its creditors," lawyers for Mr. Bradley wrote. Adam L. Rosen, Esq., at Silverman Acampora LLP, in Jericho, New York, represents the Debtors. LIGHTHOUSE FINANCIAL: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Lighthouse Financial Group, LLC The Chrysler Building 132 East 43rd Street Suite 135 New York, NY 10017 Bankruptcy Case No.: 10-16506 Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. ------ -------- Lighthouse Global Partners, LLC 10-16501 Type of Business: Lighthouse Financial Group, LLC, was a former securities brokerage. Chapter 11 Petition Date: December 8, 2010 Bankruptcy Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Bankruptcy Judge: Stuart M. Bernstein Debtors' Counsel: Adam L. Rosen, Esq. SILVERMAN ACAMPORA LLP 100 Jericho Quadrangle Suite 300 Jericho, NY 11753 Tel: (516) 479-6300 Fax: (516) 479-6301 E-mail: filings@spallp.com Total Assets: $4,119,919 Total Debts: $14,577,070 The petition was signed by Robert J. Bradley, chief operating officer. The Debtor did not file its list of largest unsecured creditors when it filed its petition. LLOYD MCEWAN: Case Summary & 3 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Lloyd C. McEwan 884 Summit Way Alpine, UT 84004 Bankruptcy Case No.: 10-36659 Chapter 11 Petition Date: December 2, 2010 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Judge: Joel T. Marker Debtor's Counsel: Michael L. Labertew, Esq. LABERTEW & ASSOCIATES, LLC 50 W Broadway, Suite 1000 Salt Lake City, UT 84101 Tel: (801) 424-3555 Fax: (801) 365-7314 E-mail: michael@labertewlaw.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 three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/utb10-36659.pdf LOCAL INSIGHT: James Stirbis Resigns as VP, Controller and CAO -------------------------------------------------------------- James S. Stirbis is resigning as vice president, controller and chief accounting officer of Local Insight Regatta Holdings, Inc. and its subsidiaries, effective as of December 17, 2010. About Local Insight Media Holdings Wilmington, Delaware-based Local Insight Media Holdings, Inc., is a publisher of print and online yellow page directories in the United States. It filed for Chapter 11 bankruptcy protection on November 17, 2010, (Bankr. D. Del. Case No. 10-13677). Affiliates Local Insight Media Holdings II, Inc. (Bankr. D. Del. Case No. 10-13679), Local Insight Media Holdings III, Inc. (Bankr. D. Del. Case No. 10-13682), LIM Finance Holdings, Inc. (Bankr. D. Del. Case No. 10-13680), LIM Finance, Inc. (Bankr. D. Del. Case No. 10-13681), LIM Finance II, Inc. (Bankr. D. Del. Case No. 10- 13687), Local Insight Regatta Holdings, Inc. (Bankr. D. Del. Case No. 10-13686), The Berry Company LLC (Bankr. D. Del. Case No. 10- 13678), Local Insight Listing Management, Inc. (Bankr. D. Del. Case No. 10-13685), Regatta Investor Holdings, Inc. (Bankr. D. Del. Case No. 10-13725), Regatta Investor Holdings II, Inc. (Bankr. D. Del. Case No. 10-13741), Regatta Investor LLC (Bankr. D. Del. Case No. 10-13684), Regatta Split-off I LLC (Bankr. D. Del. Case No. 10-13721), Regatta Split-off II LLC (Bankr. D. Del. Case No. 10-13753), Regatta Split-off III LLC (Bankr. D. Del. Case No. 10-13737), Regatta Holding I, L.P. (Bankr. D. Del. Case No. 10-13748), Regatta Holding II, L.P. (Bankr. D. Del. Case No. 10- 13715), and Regatta Holding III, L.P. (Bankr. D. Del. Case No. 10- 13745) filed separate Chapter 11 petitions. Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis LLP, assist the Debtors in their restructuring efforts. Curtis A. Hehn, Esq., Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones LLP, are the Debtors' co-counsel. The Debtors' investment banker and financial advisor is Lazard Freres & Co. LLC. The Debtors' independent auditor is Deloitte & Touche LLP. The Debtors' interim management and restructuring advisors are Alvarez & Marsal North America, LLC, and Avarez & Marsal Private Equity Performance Improvement Group, LLC. Kurtzman Carson Consultants LLC is the Debtors' notice and claims agent. Local Insight Media Holdings estimated assets of less than $50,000 and liabilities of $100 million to $500 million in its Chapter 11 petition. In its latest Form 10-Q with the Securities and Exchange Commission, Local Insight Regatta reported consolidated assets of $796,270,000 against consolidated debts of $669,612,000 as of September 30, 2010. LOUISE GREER: Antioch Property Belongs to Foreclosure Buyer ----------------------------------------------------------- The Hon. Marian F. Harrison granted the motion for summary judgment filed by James Gateley, OneWest Bank, FSB, and Shapiro & Kirsch, LLP in the adversary proceeding captioned Lani Louise Greer, v. James Gateley, and OneWest Bank, FSB, and Shapiro & Kirsch, LLP, Adv. Pro. No. 309-0476 (Bankr. M.D. Tenn.). Ms. Greer asserted that the real property located at 5521 Cane Ridge Road, in Antioch, Tennessee, is property of the estate and that the October 22, 2009 foreclosure sale must be vacated. The Court disagreed and held that the Property belongs to Mr. Gateley as a bona fide purchaser at the foreclosure sale. The Court noted that consideration was paid by Mr. Gateley, and the Substitute Trustee's Deed was then duly recorded on November 9, 2009. The Court noted that the Chapter 11 petition was not filed until after the foreclosure had been completed. A copy of the Court's Memorandum Opinion, dated November 22, 2010, is available at http://is.gd/idOe5from Leagle.com. Ms. Greer filed her Chapter 11 bankruptcy petition (Bankr. M.D. Tenn. Case No. 09-13366) on November 20, 2009, and the adversary proceeding on November 23, 2009. MAGIC BRANDS: Plan Exclusivity Expires Jan. 18 ---------------------------------------------- Magic Brands LLC received an extension until Jan. 18 of the exclusive right to propose a liquidating Chapter 11 plan. As reported in the November 3, 2010 edition of the Troubled Company Reporter, Magic Brands said it needs more time to engineer a liquidation plan following the sale of its hamburger restaurants to Luby's cafeteria chain. Headquartered in Austin, Texas, Magic Brands, LLC -- http://www.fuddruckers.com/-- operated 62 Fuddruckers locations in 11 states and 3 Koo Koo Roo restaurants in California. Magic Brands, LLC, and its operating units filed for Chapter 11 protection on April 21, 2010 (Bankr. D. Del. Lead Case No. 10- 11310). It estimated assets of up to $10 million and debts at $10 million to $50 million in its Chapter 11 petition. Affiliate Fuddruckers, Inc., also filed, estimating assets and debts at $50 million to $100 million. FocalPoint Securities, LLC, serves as investment banker to Magic Brands, and Goulston & Storrs serves as lead bankruptcy counsel. Kurtzman Carson Consultants, LLC, is the claims and notice agent. In July 2010, Magic Brands closed the sale of the Fuddruckers stores and franchise business to restaurant operator Luby's Inc. for $63.5 million. The Company changed its name to Deel, LLC following the completion of the sale. MICHAEL KIRKBRIDE: Successor Creditor Bound by Confirmed Plan ------------------------------------------------------------- The Hon. J. Rich Leonard ruled in favor of Michael Lynn and Dolores Avoline Kirkbride, finding that Bank of America, N.A. willfully violated an October 27, 2008 order and discharge injunction in the order confirming the Debtors' Chapter 11 Plan. The Debtors also asked the U.S. Bankruptcy Court for the Eastern District of North Carolina to impose sanctions for willful violations of the consent order and confirmation order. Judge Leonard held that it is not disputed that the consent order is a valid decree of which the creditor had actual knowledge. Although the consent order was entered into by Countrywide Home Loans, Inc., as a successor-in-interest, Bank of America is also bound by the consent order and confirmed plan, Judge Leonard pointed out. Judge Leonard further deemed that it is not disputed that the consent order was in the Debtors' favor. The order provided that the creditor would foreclose on the properties at Oceana Way, Kure Beach, North Carolina and 736 North Fort Fisher Boulevard, Kure Beach, North Carolina and that the lifting of the automatic stay would constitute full payment and satisfaction of the loans to the debtors. Bank of America also violated and had knowledge of its violations of the consent order, Judge Leonard said. More importantly, the Debtors have suffered harm as a result of the violations, Judge Leonard determined. The Debtors spent at least fifty hours on the phone attempting to resolve the situation on their own. The Debtors also incurred attorneys fees for a matter that should have been quickly resolved after the female debtor's first few efforts to clarify that she and her husband were no longer liable on the debts, Judge Leonard continued. Bank of America's failure to correct the negative credit reports has harmed the Debtors' ability to benefit from the fresh start supplied by their Chapter 11 case, Judge Leonard stated. "There is more than a preponderance of evidence indicating Bank of America knew of the discharge injunction which came into operation by the incorporation of the consent order into the amended plan- the consent order that the creditor negotiated itself and signed well before confirmation of the plan on April 9, 2009," Judge Leonard opined. Judge Leonard awarded the Debtors $63,000 in compensatory damages. The damages include, among other things, the fees incurred by the Debtors in filing their request for contempt and preparing for hearing, calls made by the Debtors to Bank of America, and inappropriate written demands written to the Debtors. The Court also found it necessary to award punitive damages worth $63,000 to the Debtors. The Court determined that Bank of America harassed the Debtors with phone calls and repeatedly dismissed the debtors' attempts to resolve the situation in the face of a clearly worded order barring further collection on these debts. It is beyond egregious that after almost two years of facing such harassment on their own, the Debtors finally caught the attention of Bank of America only when they retained counsel and filed this motion, Judge Leonard opined. The Court will further enhance the sanctions if they are not paid as required. In addition, Bank of America will provide proof to the Debtors' counsel and to the Court that Bank of America has corrected any errors on the Debtors' credit report. A copy of the Bankruptcy Court's order dated November 19, 2010, is available at http://is.gd/ihjtYfrom Leagle.com. The Kirkbrides renovated and rented several properties in Carolina Beach and Kure Beach, North Carolina. The Kirkbrides filed for Chapter 11 protection (Bankr. E.D.N.C. Case No. 08-00120) on January 28, 2008, after a decline in the real estate markets. Trawick H. Stubbs, Jr., at Stubbs & Perdue, P.A., in New Bern, served as counsel. In their petition, the Debtors disclosed $25,384,223 in assets and $15,836,518 in debts. MIGHTY FORTRESS: Filed for Ch. 11 to Address $7-Mil. Debt --------------------------------------------------------- Jim Hammerand at Minneapolis/St. Paul Business Journal reports that Mighty Fortress International Ministries Inc. filed for Chapter 11, disclosing $6.89 million in liabilities, including a $6.7 million mortgage claim from Missouri-based private real estate investment trust Foundation Capital Resources. About $6 million of that claim is secured by the church building and property at 6400 85th Ave. N. Mighty Fortress International Ministries Inc., known as Mighty Fortress Church, is a Brooklyn park church. The Company filed for Chapter 11 bankruptcy protection on Nov. 22, 2010 (Bankr. D. Minn. Case No. 10-48691). Judge Dennis D. O'Brien precedes the case. David E. Flowers, Esq., Flower Law Office, represents the Company in its restructure efforts. The Company disclosed $6,015,941 in assets, and $6,891,839 in debts. MILLENNIUM BANK: N.D. Tex. Ct. Appoints Roper as Receiver --------------------------------------------------------- Judge Reed O'Connor has appointed Richard B. Roper, III, Esq., at Thompson & Knight LLP, as receiver for the defendants in the case SECURITIES AND EXCHANGE COMMISSION, Plaintiff, v. MILLENNIUM BANK, UNITED TRUST OF SWITZERLAND S.A., UT of S, LLC, MILLENNIUM FINANCIAL GROUP, WILLIAM J. WISE, d/b/a STERLING ADMINISTRATION, d/b/a sterling investment services, d/b/a millennium aviation, KRISTI M. HOEGEL, a/k/a KRISTI M. CHRISTOPHER, a/k/a BESSY LU, JACQUELINE S. HOEGEL, a/k/a JACQULINE S. HOEGEL, a/k/a JACKIE S. HOEGEL, PHILIPPE ANGELONI, and BRIJESH CHOPRA, Defendants, and UNITED T OF S, LLC, STERLING I.S., LLC, MATRIX ADMINISTRATION, LLC, JASMINE ADMINISTRATION, LLC, LYNN P. WISE, DARYL C. HOEGEL, RYAN D. HOEGEL, and LAURIE H. WALTON, Relief Defendants, Case Nos. 09-CV-050-O and 10-MC-0091 (N.D. Texas). A copy of the Court's December 6, 2010 order is available at http://is.gd/inhCIfrom Leagle.com. Among the Receiver's rights is he may place the estate of any non- individual parties in Chapter 11 bankruptcy. As reported in the Troubled Company Reporter-Latin America on March 30, 2009, the U.S. Securities and Exchange Commission obtained an emergency court order halting a US$68 million Ponzi scheme involving the sale of fictitious high-yield certificates of deposit by Caribbean-based Millennium Bank. The SEC alleged that the scheme targeted U.S. investors and misled them into believing they were putting their money in supposedly safe and secure CDs that purportedly offered returns that were up to 321% higher than legitimate bank-issued CDs. The SEC's complaint alleged that William J. Wise of Raleigh, N.C., and Kristi M. Hoegel of Napa, Calif., orchestrated the scheme through Millennium Bank, its Geneva, Switzerland-based parent United Trust of Switzerland S.A., and U.S.-based affiliates UT of S, LLC and Millennium Financial Group. In addition, the SEC has charged Jacqueline S. Hoegel (who is the mother of Kristi Hoegel), Brijesh Chopra, and Philippe Angeloni for their roles in the scheme. About Millennium Bank Millennium Bank was a licensed St. Vincent and the Grenadines bank. Its parent is Geneva, Switzerland-based United Trust of Switzerland S.A., and its U.S.-based affiliates are UT of S, LLC and Millennium Financial Group. The entities' founders are William J. Wise of Raleigh, N.C. and Kristi M. Hoegel of Napa, Calif. In March 2009, the U.S. Securities and Exchange Commission sued the bank, citing that the bank ran a US$68 million Ponzi scheme involving the sale of fictitious high-yield certificates of deposit (CDs) by Millennium Bank. The SEC alleged that the scheme targeted U.S. investors and misled them into believing they were putting their money in supposedly safe and secure CDs that purportedly offered returns that were up to 321% higher than legitimate bank-issued CDs. St Vincent and the Grenadines government's financial arm, International Financial Services Authority (IFSA), has appointed KPMG International as receiver for Millennium Bank, following the SEC's fraud allegations. MILLIPORE CORP: S&P Raises Ratings on $565 Mil. Notes From 'BB-' ---------------------------------------------------------------- Standard & Poor's Ratings Services said it raised to 'BBB+' from 'BB-' its issue rating on the $565 million convertible notes due 2026 issued by U.S.-based life science company Millipore Corp. At the same time, S&P raised the corporate credit rating on Millipore to 'BBB+' from 'BB+' and subsequently withdrew it. "The rating action follows an agreement between Germany-based pharmaceutical company Merck KGaA (BBB+/Stable/A-2) with the trustees of the $565 million notes that Merck will guarantee the notes," said Standard & Poor's credit analyst Olaf Toelke. "S&P is therefore aligning the rating on the notes with the 'BBB+' corporate credit rating on Merck." The upgrade and subsequent withdrawal of the corporate credit rating on Millipore follows its acquisition and full consolidation by Merck. With the exception of the EUR250 million senior notes due 2016 already guaranteed by Merck, all other outstanding publicly rated debt at Millipore Corp. has been repaid. Merck acquired Millipore in February 2010 for approximately EUR5.3 billion. MOHAMMED KHAN: Case Summary & 5 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Mohammed Salahuddin Khan 1230 Conway Road Lake Forest, IL 60045 Bankruptcy Case No.: 10-53863 Chapter 11 Petition Date: December 6, 2010 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: Pamela S. Hollis Debtor's Counsel: David P. Lloyd, Esq. GROCHOCINSKI, GROCHOCINSKI & LLOYD 1900 Ravinia Place Orland Park, IL 60462 Tel: (708) 226-2700 Fax: (708) 226-9030 E-mail: dlloyd@ggl-law.com Scheduled Assets: $3,627,483 Scheduled Debts: $3,920,000 A list of the Debtor's five largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb10-53863.pdf MPI AZALEA: Plan Outline Hearing Scheduled for December 29 ---------------------------------------------------------- The Hon. Margaret Murphy of the U.S. Bankruptcy Court for the Northern District of Georgia will convene a hearing on December 29, 2010, at 11:00 a.m., to consider adequacy of the Disclosure Statement explaining Plan of Reorganization for MPI Azalea, LLC, et al. Objections, if any, are due December 27. The Plan was proposed by the Debtors and Arbor Realty SR, Inc. The Debtors and Arbor will begin soliciting votes on the Plan following approval of the adequacy of the information in the Disclosure Statement. According to the Disclosure Statement, the Plan contemplates a sale of Debtors' apartment complex properties to Arbor, subject to higher or better bids. Under the Plan, Arbor will, through nine new entities, form a single holding company and then use the holding company's eight subsidiaries to purchase the eight residential apartment complexes owned by Debtors. The subsidiaries will also assume the debt owed to the lender, Bank of America, N.A., successor by merger to Lasalle Bank National Association, as Trustee for the holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-Whale 8. Arbor will also re-capitalize the properties by injecting $1,050,000 in equity, to be used to enhance the properties and their profitability, and to fund from cash collateral $250,000 to the Liquidating Trust under the Plan, which will form the basis for a distribution to holders of Allowed General Unsecured Claims. Arbor will also (i) provide a new guarantor of the debt owed to the Lender; (ii) form a new holding company for the eight subsidiaries, with that holding company assuming the debt owed by MPI Portfolio to Arbor Realty Mortgage Securities 2004-1, Ltd.; and (iii) agree to retain Hediger Enterprises, Inc., as property manager for the eight properties for at least 90 days after closing. Because Miles Properties, Inc., shares in the management fees paid to Hediger pursuant to the Bankruptcy Court's order approving the sale of its management portfolio to Hediger, subject to the $50,000 in Fee Based Payments to be paid to the Liquidating Trust, this could enhance the return available to MPI's estate. The Plan also proposes the substantive consolidation of Debtors' Estates. Under the Plan, general unsecured creditors will receive its pro rata share of the proceeds of the Unsecured Creditors' Assets, net of the costs of the Liquidating Trustee, as and when the Liquidating Trustee makes distributions under the Liquidating Trust Agreement. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/MPIAZALEA_DS.pdf About MPI Azalea Atlanta, Georgia-based MPI Azalea, LLC, aka Highland Brooke Apartments and its affiliates filed for Chapter 11 on January 8, 2010 (Bankr. N.D. Ga. Lead Case No. 09-60803). Jimmy C. Luke, Esq., at Foltz Martin, LLC assists the Debtor in its restructuring effort. In its petition, the Debtor estimated assets and liabilities at $10 million to $50 million. NATIONAL COAL: To Default on Notes Absent Merger by Dec. 15 ----------------------------------------------------------- National Coal Corp. said last month that its merger with Ranger Energy Investments, LLC, is expected to close prior to December 15, 2010, the scheduled maturity date of NCC's 10.5% Notes due 2010. If the merger does not close prior to such date, the Company will default on its 10.5% Notes due 2010 and most likely need to seek protection from creditors under federal bankruptcy laws. National Coal said last week that that following a special shareholders' meeting held December 2, the holders of a majority of its outstanding shares entitled to vote approved a merger agreement with Ranger Energy Investments, LLC, an acquisition vehicle for Jim Justice, a businessman and operator of Appalachian coal assets. The acquisition transaction is expected to be completed by December 15, 2010; at its conclusion National Coal will become a wholly owned subsidiary of Ranger Energy and the Company's stock will cease trading. Under the terms of the agreement, upon the closing of the merger, Ranger Energy will pay $1.00 per share in cash for each share of National Coal common stock, including shares issuable upon exercise of options. The per share consideration represents a 54% premium to National Coal's closing price of $0.65 per share on September 27, 2010, the date the merger agreement was executed Additional Disclosures On October 26, 2010, National Coal filed with the Securities and Exchange Commission a definitive proxy statement in connection with the proposed merger with and into Ranger Coal Holdings, LLC, a wholly owned subsidiary of Ranger Energy, pursuant to the terms of an Agreement and Plan of Merger, dated as of September 27, 2010. On November 2, 2010, a putative class action complaint was filed by Harold Sofie against National Coal Corp. and each of its directors in the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County, Florida, purportedly on behalf of public stockholders. The complaint alleges, among other things, that our directors breached their fiduciary duties to public stockholders by, among other things, failing to disclose material information in the preliminary proxy statement in connection with the proposed merger. On November 24, 2010, the parties to the litigation entered into a settlement. As part of the settlement, the Company has agreed to provide the supplemental disclosures. The supplemental disclosures provide, among other things, that National Coal tapped Brean Murray specifically to advise and represent it in connection with a potential private placement of our equity securities in mid-2009. The possible financing transaction was postponed after National Coal's subsidiary, National Coal of Alabama, Inc., defaulted on its debt facility and the lender acquired the subsidiary in a foreclosure action. Following the foreclosure on the Alabama subsidiary, National Coal resumed its efforts with Brean Murray to privately place its equity securities, but was unable to agree on mutually acceptable financing terms with potential investors. After it determined that it would be unable to privately place our equity securities through Brean Murray, the Company engaged Dahlman Rose to assist it in evaluating other possible strategic and financing transaction. A full-text copy of the supplemental disclosures filed with the Securities and Exchange Commission is available for free at http://is.gd/inKpf About National Coal Headquartered in Knoxville, Tenn., National Coal Corp. (Nasdaq: NCOCD) http://www.nationalcoal.com/-- through its wholly owned subsidiary, National Coal Corporation, is engaged in coal mining in East Tennessee. Currently, National Coal employs about 155 people. National Coal sells steam coal to electric utilities and industrial companies in the Southeastern United States. The Company's balance sheet as of June 30, 2010, showed $38.2 million in total assets, $55.2 million in total liabilities, and a stockholders' deficit of $17.0 million. In its Form 10-Q for the quarter ended June 30, 2010, the Company said it expects to use $500,000 to $600,000 of cash from operations per month during the remainder of 2010. The Company must raise additional equity or refinance its senior secured debt before the December 15, 2010 maturity date. "The foregoing factors raise substantial doubt about the Company's ability to continue as a going concern." NATIONAL PROCESSING: S&P Withdraws 'B+' Corporate Credit Rating --------------------------------------------------------------- Standard & Poor's Rating Services announced that it withdrew its corporate credit and debt issue ratings on National Processing Co. Group Inc. following the completion of Fifth Third Processing Solutions LLC's (B+/Stable/--) acquisition of NPC, and the retirement of all of NPC's outstanding debt. S&P withdrew the ratings at the request of the company. NE 40 PARTNERS: Trustee's Pleading Standard Isn't Relaxed --------------------------------------------------------- WestLaw reports that a federal bankruptcy judge in Texas held that the mere fact that a Chapter 7 trustee, in pursuing fraudulent transfer claims on behalf of the estate, had to rely on second- hand information did not warrant any relaxation of the heightened pleading standards applicable under federal law to allegations of fraud. In declining to follow contrary Third Circuit precedent, the bankruptcy judge cited the various tools available to a trustee to investigate any such fraud, including the fact that Bankruptcy Rule 2004 authorized him to engage in a licensed fishing expedition. In re NE 40 Partners, Ltd. Partnership, --- B.R. ----, 2010 WL 4780773 (Bankr. S.D. Tex.) (Bohm, J.). A copy of the Honorable Jeff Bohm's Memorandum Opinion dated Nov. 12, 2010, is available at http://is.gd/io51dfrom Leagle.com. NE 40 Partners, Limited Partnership, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 09-30478) on Jan. 26, 2009, and the case was converted to a chapter 7 liquidation proceeding on Aug. 27, 2009. NEUROLOGIX INC: Gets $7-Mil. in Add'l Financing from Investors -------------------------------------------------------------- Neurologix Inc. has received additional financing from three of its largest existing investors, or their affiliates: Corriente Advisors; GE Pension Trust; and Palisade Capital Management, LLC. These investors have provided a loan to Neurologix in the aggregate principal amount of $7 million. The loan bears interest at 10% per annum, matures on October 31, 2011, and is secured by substantially all the assets of the Company. At maturity, the Company will pay an amount equal to 1.2 times the principal amount of the loan, plus accrued interest. In addition, the investors received 7-year warrants exercisable for an aggregate of 2,430,555 shares of the Company's common stock at an exercise price of $1.44 per share. The investors were granted certain preemptive rights with respect to future financings of the Company and were granted certain registration rights with respect to the shares of the Company's common stock issuable on exercise of their warrants. The loan will be automatically converted into the preferred stock issued by the Company upon a subsequent preferred equity financing of $30 million or more. MTS Securities, LLC acted as lead placement agent on the financing and Trout Capital LLC acted as an additional placement agent. "This additional financing reflects the strong support we have from our largest shareholders and the confidence they have in our strategy, technology and ability to bring our novel Parkinson's gene therapy to market," said Clark A. Johnson, President and Chief Executive Officer of Neurologix. "We continue to advance NLX-P101 toward commercialization and will seek additional funding to prepare for and support a pivotal Phase 3 trial." About Neurologix, Inc. Fort Lee, N.J.-based Neurologix, Inc. (OTC Bulletin Board: NRGX) -- http://www.neurologix.net/-- is a clinical-stage biotechnology company dedicated to the discovery, development, and commercialization of gene transfer therapies for serious disorders of the brain and the central nervous system. The Company's current programs address such conditions as Parkinson's disease, epilepsy, depression and Huntington's disease, all of which are large markets not adequately served by current therapeutic options. The Company's balance sheet at June 30, 2010, showed $5.8 million in total assets, $7.9 million in total liabilities, and a stockholders' deficit of $2.1 million. * * * BDO Seidman, LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company has suffered recurring losses from operations, expects to incur future losses for the foreseeable future and has a net capital deficiency. NEW CLINTON AUTO: Court Dismisses Case for Lack of Docs ------------------------------------------------------- Judge Thomas J. Tucker entered an order on December 3, 2010, dismissing the Chapter 11 bankruptcy case of New Clinton Auto Service, Inc. for failure to timely file its Balance Sheet, Cash Flow Statement, Income Tax Return and Statement of Operations, which are required under 11 U.S.C. Sec. 1116(1). A request for an extension of the filing deadline was not timely filed. Based in Clinton Township, Michigan, New Clinton Auto Service, Inc., dba New Clinton Auto Wash, dba AAA Muffler Shocks & Springs, dba New Clinton Auto Sales, dba Auto Lab #137, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No. 10-74966) on November 18, 2010. Michael A. Greiner, Esq., at Financial Law Group, P.C., in Warren, Michigan, served as bankruptcy counsel. In its petition, the Debtor scheduled $87,500 in assets and $1,048,126 in debts. New Clinton Auto is affiliated with S & V Investment, also in Clinton Township, Michigan. S & V Investment filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No. 10-74968) on November 18, 2010, listing $100,000 to $500,000 in assets and $500,000 to $1 million in debts. Mr. Greiner also served as bankruptcy counsel. A copy of S & V Investment's petition is available at http://bankrupt.com/misc/mieb10-74968.pdf NEW MEXICO SOFTWARE: Reports $11,000 Net Income in Q3 2010 ---------------------------------------------------------- New Mexico Software, Inc., filed its quarterly report on Form 10-Q, reporting net income of $11,000 on $913,000 of revenues for the three months ended September 30, 2010, compared with a net loss of $64,000 on $908,000 of revenues for the same period a year ago. The Company's balance sheet at September 30, 2010, showed $1,033,000 in total assets, $779,000 in total liabilities, all current, and stockholders' equity of $254,000. The Company has incurred cumulative net losses of approximately $14,827,000 since its inception and requires capital for its contemplated operational and marketing activities to take place. "The Company's ability to raise additional capital through the future issuances of the common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations." "The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern," the Company said in the filing. Beckstead and Watts, LLP, in Henderson, Nev., expressed substantial doubt about New Mexico Software, Inc.'s ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company is dependent on raising capital to fund operations. A full-text copy of the Form 10-Q is available for free at: http://researcharchives.com/t/s?709a Albuquerque, New Mexico-based New Mexico Software, Inc., provides Software-as-a-Service (SaaS) solutions for a wide variety of industries. The Company offers its services via its web-based technology that allows its customers in any type of commercial business and not-for-profit organization to optimize their operations without spending significant time and money on upfront costs for hardware, software, tech support and training. NEXTAG INC: S&P Assigns 'BB-' Corporate Credit Rating ----------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary 'BB-' corporate credit rating to San Mateo, California-based NexTag Inc., owner and operator of several comparison shopping Web sites. The rating outlook is stable. At the same time, S&P assigned NexTag's $250 million secured first-lien credit facilities its preliminary issue-rating of 'BB-' (at the same level as the 'BB-' corporate credit rating) with a preliminary recovery rating of '4', indicating S&P's expectation of average (30%-50%) recovery for debtholders in the event of a payment default. The credit facilities consist of a $50 million revolving credit facility due 2016 and a $200 million term loan due 2017. "The preliminary 'BB-' corporate credit rating incorporates S&P's assumption of moderate revenue growth over the next several years, driven by growth in total visits to company Web sites, as well as a possible increase in traffic monetization beginning in 2012," said Standard & Poor's credit analyst Andy Liu. NexTag's business risk profile is weak, in S&P's view, due to its wide set of competitors and low barriers to entry. S&P views its financial risk as significant, given what S&P regard as likely future acquisitions and dividend activity. A strong EBITDA margin and good cash flow only partially offset these risks. NexTag is the owner and operator of comparison shopping Web sites. The company's Web sites connect over 40 million monthly unique visitors and over 25,000 merchants. NexTag has operations in nine countries, including the U.S., Australia, Canada, France, Germany, Italy, Japan, Spain, and the U.K. About 85% of NexTag's revenues are from the U.S., with the remainder from international markets. As an online lead generator for merchants, its performance can be sensitive to consumer discretionary spending. For example, when consumer discretionary spending is under pressure, shoppers are less likely to click through to merchant Web sites on NexTag. Similarly, when consumer discretionary spending rebounds, the click-through rate is likely to increase as it has in 2010. NEXEN INC: Moody's Reviews 'Ba1' Rating on Subordinated Notes ------------------------------------------------------------- Moody's Investors Service placed Nexen Inc.'s Baa3 senior unsecured rating and Ba1 subordinated rating under review for possible downgrade. The review for downgrade will consider Nexen's ability to reduce debt and grow production and reserves in a manner and timeframe sufficient to restore both debt protection metrics and finding and development costs to levels commensurate with a Baa3 rating. "The review of Nexen's ratings for downgrade reflects the company's continued high debt level coupled with the prolonged ramp-up of production at Long Lake and a combination of additional and accelerated development capital expenditures at this property in 2011 and 2012" said Terry Marshall, Moody's Senior Vice President. Nexen Inc. is a Calgary, Alberta based oil & gas exploration and production company that at the end of 2009 had 920 million barrels of oil equivalent net proved reserves (92.5% oil and 55% developed). NIKOLAY BURDEYNYY: Case Summary & 17 Largest Unsecured Creditors ---------------------------------------------------------------- Joint Debtors: Nikolay A. Burdeynyy Marina A. Kondrashova 8230 Royal Troon Drive Duluth, GA 30097 Bankruptcy Case No.: 10-25481 Chapter 11 Petition Date: December 6, 2010 Court: U.S. Bankruptcy Court Northern District of Georgia (Gainesville) Debtors' Counsel: Brian S. Limbocker, Esq. LIMBOCKER LAW FIRM, LLC 2470 Windy Hill Road, Suite 300 Marietta, GA 30067 Tel: (770) 933-5355 E-mail: bsl@limbockerlawfirm.com Scheduled Assets: $809,000 Scheduled Debts: $1,788,974 A list of the Joint Debtors' 17 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb10-25481.pdf NORTH GENERAL HOSPITAL: PBGC Assumes Underfunded Pension Plan ------------------------------------------------------------- The Pension Benefit Guaranty Corporation said it is moving to assume responsibility for the underfunded pension plan covering almost 500 workers and retirees of bankrupt North General Hospital, located in the Harlem section of New York City. The PBGC is stepping in because the underfunded retirement plan will be unable to make benefit payments and abandoned after the hospital completes its bankruptcy liquidation proceeding. North General filed for bankruptcy on July 2, 2010, ceased operations as of July 20, 2010, and discharged most employees except those handling the wind-down and sale of the hospital's assets. The North General Hospital Pension Plan is 33 percent funded, with $8.7 million in assets to cover $26.7 million in benefit liabilities, according to PBGC estimates. The agency expects to be responsible for the entire $18 million shortfall in the pension plan, which has been frozen since December 31, 2005. The PBGC will take over the assets and use insurance funds to pay guaranteed benefits earned under the plan, which terminates as of December 8, 2010. Retirees and beneficiaries will continue to receive their monthly benefit checks without interruption, and other workers will receive their pensions when they are eligible to retire. Under federal pension law, the maximum guaranteed pension at age 65 for participants in plans that terminate in 2010 is $54,000 per year. The maximum guaranteed amount is lower for those who retire earlier or elect survivor benefits. In addition, certain early retirement subsidies and benefit increases made within the past five years may not be fully guaranteed. The PBGC will not have specific information about North General Hospital pension benefits until the agency becomes trustee of the plan. At that time, the agency will send notification letters to all plan participants. Until then, the plan will continue to be sponsored by North General Hospital. Workers and retirees with general questions about the PBGC and its benefit guarantees may consult the PBGC Web site, http://www.pbgc.gov. North General Hospital retirees who draw a benefit from the PBGC may be eligible for the federal Health Coverage Tax Credit. Further information may be found on the PBGC Web site at http://www.pbgc.gov/workers-retirees/benefits- information/content/page13692.html Assumption of the North General Hospital Pension Plan's unfunded liabilities will have no significant effect on the PBGC's financial statements in fiscal year 2011 because the claim was included in the agency's fiscal year 2010 financial statements, in accordance with generally accepted accounting principles. The PBGC is a federal agency that guarantees payment of private pension benefits when companies and pension plans fail. It protects some 44 million Americans in over 27,500 private defined benefit pension plans. The PBGC pays benefits using insurance premiums and assets and other recoveries from plans and their sponsors; it receives no taxpayer funds. About North General New York-based North General Hospital is a not-for-profit 200-bed community hospital in upper Manhattan that has serviced the communities of East and Central Harlem since the 1970s. The Hospital filed for Chapter 11 bankruptcy protection on July 2, 2010 (Bankr. S.D.N.Y. Case No. 10-13553). Charles E. Simpson, Esq., at Windels, Marx, Lane & Mittendorf, LLP, assists the Company in its restructuring effort. The Company disclosed $67 million in assets and $293 million in liabilities. Garfunkel Wild, P.C., is the Company's healthcare counsel. Alvarez & Marsal is the Company's restructuring consultant. OFFSHORE WARRIORS: Case Summary & 11 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Offshore Warriors, Inc. P.O. Box 80338 Lafayette, LA 70598 Bankruptcy Case No.: 10-51881 Chapter 11 Petition Date: December 7, 2010 Court: U.S. Bankruptcy Court Western District of Louisiana (Lafayette/Opelousas) Debtor's Counsel: William C. Vidrine, Esq. VIDRINE & VIDRINE LAW FIRM 711 West Pinhook Road Lafayette, LA 70503 Tel: (337) 233-5195 E-mail: williamv@vidrinelaw.com Scheduled Assets: $12,313,694 Scheduled Debts: $6,589,547 The petition was signed by Aubrey Shoemake. Debtor's List of 11 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Doug Ashy Building Materials -- $32,000 1801 Rees Street Breaux Bridge, LA 70517 Sam's Club -- $23,000 P.O. Box 530981 Atlanta, GA 30353 Service Master -- $8,278 205 Knob Crest Lafayette, LA 70507 Tampa Bay Lightning -- $7,700 Continental Safety Compliance -- $4,000 St. Pete Times Forum -- $3,300 Data Comm -- $3,000 Verizon Wireless -- $3,000 Cox Communications -- $3,000 Home Pro Security -- $1,200 Slemco -- $1,069 ON ASSIGNMENT: S&P Withdraws 'B+' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services said that it has withdrawn its ratings, including the 'B+' corporate credit rating, for Calabasas, California-based On Assignment Inc. at the company's request. On Assignment has refinanced its credit facility and has repaid the $78 million balance on its term loan due 2013. OSG FARMS: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: OSG Farms, LLC 2345 Ronald Reagan Boulevard Cumming, GA 30041 Bankruptcy Case No.: 10-25473 Chapter 11 Petition Date: December 6, 2010 Court: U.S. Bankruptcy Court Northern District of Georgia (Gainesville) Judge: Robert Brizendine Debtor's Counsel: John C. Pennington, Esq. JOHN C. PENNINGTON, P.C. P.O. Box 275 Helen, GA 30545 Tel: (706) 878-0033 Fax: (706) 878-9916 E-mail: jcppc@windstream.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The list of unsecured creditors filed together with its petition does not contain any entry. The petition was signed by Garry Stephen Osley, member. PANTHER BROOK: Case Summary & 6 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Panther Brook Farms, LLC P.O. Box 18430 Atlanta, GA 30316 Bankruptcy Case No.: 10-96728 Chapter 11 Petition Date: December 6, 2010 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Jimmy C. Luke, Esq. FOLTZ MARTIN, LLC 5 Piedmont Center, Suite 750 Atlanta, GA 30305 Tel: (404) 231-9397 Fax: (404) 237-1659 E-mail: jluke@foltzmartin.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 six largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb10-96728.pdf The petition was signed by James B. Norton III, manager. PATRICK HACKETT: Says It Has Enough Resources for Restructuring --------------------------------------------------------------- Brian Kelly at Watertown Daily Times reports Patrick Hackett Hardware Co. said in a bankruptcy court filing that it has enough resources available to reorganize its business, thus the U.S. Trustee's request for conversion of the case to liquidation under Chapter 7 should be denied. According to the report, Hacketts contends it is not insolvent and has "adequate resources to fund a plan of reorganization between its present cash assets inventory and equity in real property." The U.S. Trustee, in seeking the conversion, said Hacketts has failed to file financial information in a timely manner, delaying the case, which began in November 2009. Waterdown Daily notes that Hacketts' attempts to reorganize suffered a setback Nov. 23 when the judge presiding over the case rejected its amended disclosure statement and reorganization plan because it "lacked adequate information" for creditors to make an informed decision about how the company plans to pay off debts. The judge left open the option of Hacketts filing a second disclosure statement, which Mr. Antonucci said Hacketts intends to do before a Dec. 9 hearing on the conversion motion, Waterdown Daily adds. About Patrick Hackett Patrick Hackett Hardware Company began in 1830 as a hardware store in upstate New York. Hackett now operates full-service department stores and a specialty store, selling a full line of clothes, consumer electronics, cell phones, shoes, housewares, hardware and others. Patrick Hackett filed for Chapter 11 on November 10, 2009 (Bankr. N.D. N.Y Case No. 09-63135). The Debtor estimated less than $10 million in total assets in its Chapter 11 petition. Hackett's Stores, Inc., is the parent company of Patrick Hackett. Hackett's Stores (Pink Sheets:HCKI) is a holding of Seaway Valley Capital Corporation (Pink Sheets:SEVA). Hackett's Stores is not nor has ever been in bankruptcy or bankruptcy protection. PATSY CAMPBELL: Faces Off With Lender in Foreclosure Case --------------------------------------------------------- Patsy Campbell, a Okeechobee County, Fla., resident has been fighting foreclosure for 25 years, Dow Jones' Small Cap reports. The report relates the 71-year-old retired insurance saleswoman has been living in her house, a two-story on a half-acre in a middle-class neighborhood in central Florida, since 1978. According to the report, the last time she made a mortgage payment was October 1985. And yet Ms. Campbell has been able to keep her house, protected by a 105-pound pit bull named Dodger and a locked, rusty gate advising visitors to beware of the dog. "They're not going to take this house," the report quoted Ms. Campbell as saying. "I intend to stay in this house and maintain it as my residence until I die," she added. Many Florida real-estate lawyers say Ms. Campbell's foreclosure -- which has outlasted two marriages, three recessions and four presidents -- is the longest-lasting foreclosure case they've ever heard of, the report adds. PHILLIPS RENTAL: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Phillips Rental Properties, LLC 235 Allison Cove Trial Piney Flats, TN 37686 Bankruptcy Case No.: 10-53129 Chapter 11 Petition Date: December 7, 2010 Court: United States Bankruptcy Court Eastern District of Tennessee (Greeneville) Judge: Marcia Phillips Parsons Debtor's Counsel: Fred M. Leonard, Esq. 27 Sixth Street Bristol, TN 37620 Tel: (423) 968-3151 E-mail: fredmleonard@earthlink.net Scheduled Assets: $13,499,682 Scheduled Debts: $9,650,892 The petition was signed by Gary Phillips, secretary. Debtor's List of three Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Probuild Company, LLC -- $118,919 c/o Arthur M. Fowler, III, Esq. 130 East Market Street Johnson City. TN 37604 Arthur S. Roberts, Jr. -- $42,219 dba Country Air Construction c/o Thomas Seeley, III P.O. Box 308 Jonesborough, TN 37659 Roniel E. Childress d/b/a Childress-- $17,712 Heating, A/C & Refrigeration J. Wesley Edens, Esq. 900 Anderson Street Bristol, TN 37620 PLUG POWER: Receives NASDAQ Notice of Non-Compliance ---------------------------------------------------- Plug Power Inc. received a Staff Determination letter from The NASDAQ Stock Market indicating that the Company has not regained compliance with NASDAQ Listing Rule 5550(a)(2) because the Company's common stock did not maintain a minimum closing bid price of $1.00 per share over a period of 10 consecutive business days ending on or prior to December 6, 2010. As a result, the Company's common stock would be subject to delisting from The NASDAQ Capital Market(R) unless the Company requests a hearing before a NASDAQ Listing Qualifications Panel. Accordingly, the Company plans to timely request a hearing before the Panel, which request will stay the delisting of the Company's common stock pending the issuance of a decision by the Panel following the hearing. At the hearing, the Company will present its plan for achieving compliance with the applicable NASDAQ listing requirements. However, there can be no assurance that the Panel will grant the Company's request for continued listing on The NASDAQ Capital Market. The Company is currently in compliance with all NASDAQ listing requirements other than the Minimum Bid Price Rule. About Plug Power The architects of modern fuel cell technology, Plug Power revolutionized the industry with cost-effective power solutions that increase productivity, lower operating costs and reduce carbon footprints. Long-standing relationships with industry leaders forged the path for our key accounts, including Wegmans, Whole Foods, and FedEx Freight. POE FINANCIAL: Takeout Bonuses Were Capital Contributions --------------------------------------------------------- Southern Family Insurance Company and Poe Financial Group, Inc., claims against the United States of America for tax refunds associated with taxes paid on takeout bonus payments paid by the State of Florida Residential Property and Casualty Joint Underwriting Association. The issue of whether the takeout bonuses were nonshareholder contributions to capital, and thus excludable from gross income, was tried by the District Court without a jury on November 1 and 2, 2010. District Judge James S. Moody Jr. rules that it was the intent of the contributor to characterize the takeout bonuses as capital contributions. The takeout bonuses were nonshareholder contributions to capital and thus excludable from gross income, and the taxpayers are entitled to recover a refund of any amounts erroneously assessed and paid. Partial final judgment rendered in favor of Plaintiffs and against Defendant. The case is Southern Family Insurance Company, v. United States of America, Case No.05-cv-2158 (M.D. Fla.). A copy of the Court's Partial Final Judgment, dated December 1, 2010, is available at http://is.gd/inQHhfrom Leagle.com. Prior to filing of the now consolidated lawsuits, Poe Financial filed for Chapter 11 bankruptcy protection, and Southern Family was placed into receivership by the State of Florida, Department of Financial Services. State of Florida, ex rel., The Department of Financial Services of the State of Florida v. Southern Family Insurance Company, Case No. 2006-CA-1060 (Fla. 2d Jud. Cir.). Headquartered in Tampa, Florida, Poe Financial Group Inc. -- http://www.poefinancialgroup.com/-- specialized in insuring coastal properties assumed from Florida's high-risk insurance pool. The Debtor, Poe & Associates, LLC, and two other affiliates filed for chapter 11 protection on Aug. 18, 2006 (Bankr. M.D. Fla. Lead Case No. 06-04288). Noel R. Boeke, Esq., Leonard Gilbert, Esq., and Rod Anderson, Esq., at Holland & Knight, LLP, represented the Debtors. When Poe Financial Group Inc. filed for protection from its creditors, it estimated assets of $50,000 to $100,000, and debts of $10 million to $50 million. Poe & Associates LLC estimated assets of $500,000 to $1 million, and debts of $500,000 to $1 million. Poe Insurance Managers LLC estimated assets of $10 million to $50 million, and debts of $10 million to $50 million. Mariah Claims Services estimated assets of $50,000 to $100,000, and debts of $10 million to $50 million. Larry Hyman serves as the Liquidating Trustee. Edwin Rice, Esq., at Glenn Rasmussen Fogarty & Hooker PA, represents Mr. Hyman as counsel. POINT BLANK: Shareholders, Creditors Nab $25MM Replacement Loan --------------------------------------------------------------- Groups representing the unsecured creditors and equity holders of Point Blank Solutions Inc. have released new details about their proposed replacement bankruptcy financing, which could pump up to $50 million into the body-armor maker, Dow Jones' Small Cap reports. According to the report, citing papers filed Tuesday with the U.S. Bankruptcy Court in Wilmington, Del., the official committee of equity security holders and the official committee of unsecured creditors have arranged a $25 million secured credit facility and are in the process of hashing out plans for an equity infusion of $15 million to $25 million. The report relates the groups said that the alternative financing would give Point Blank relief from an upcoming sale deadline mandated under its current bankruptcy loan, which is set to mature at the end of the year. About Point Blank Headquartered in Pompano Beach, Florida, Point Blank Solutions, Inc. -- http://www.pointblanksolutionsinc.com/-- designs and produces body armor systems for the U.S. Military, Government and law enforcement agencies, as well as select international markets. The Company maintains facilities in Pompano Beach, Florida, and Jacksboro, Tennessee. The Company's former chief executive officer and chief operating officer were convicted in September 2010 of orchestrating a $185 million fraud. Point Blank Solutions, formerly DHB Industries, filed for Chapter 11 protection on April 14, 2010 (Bankr. D. Del. Case No. 10-11255). Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to the Debtor. Olshan Grundman Frome Rosenweig & Wolosky LLP serves as corporate counsel. T. Scott Avila of CRG Partners Group LLC is the restructuring officer. Epiq Bankruptcy Solutions serves as claims and notice agent. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Equity Security Holders in the case. The Equity Committee has tapped Morrison Cohen LLP, and The Bayard, P.A., as counsel. Robert M. Hirsh, Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel to the Creditors Committee, and Frederick B. Rosner, Esq., and Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as co- counsel. POINT BLANK: Filed Suit to Unravel Settlement --------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that Point Blank Solutions Inc. last month filed a lawsuit in bankruptcy court demanding the return, as property of the estate, $35.2 million held in escrow pending final approval of a class-action shareholders' suit settlement. Point Blank filed a motion in mid-September to reject the settlement agreement as an executory contract. Two weeks later, the U.S. Court of Appeals in New York reversed the lower court and set aside the settlement. The appeals court said the settlement violated Sarbanes-Oxley by handing out impermissible releases. Mr. Rochelle notes that the Committee was supporting the effort at recovering the funds, hoping the $35.2 million would be available to pay $40 million in unsecured creditors' claims. The funds also could be used to pay off $20 million of reorganization financing that matures on Dec. 31. Mr. Rochelle recounts that the class action was filed for investors who bought stock between 2003 and 2006. The former chief executive and chief operating officer were convicted in September of orchestrating a $185 million fraud. About Point Blank Headquartered in Pompano Beach, Florida, Point Blank Solutions, Inc. -- http://www.pointblanksolutionsinc.com/-- designs and produces body armor systems for the U.S. Military, Government and law enforcement agencies, as well as select international markets. The Company maintains facilities in Pompano Beach, Florida, and Jacksboro, Tennessee. The Company's former chief executive officer and chief operating officer were convicted in September 2010 of orchestrating a $185 million fraud. Point Blank Solutions, formerly DHB Industries, filed for Chapter 11 protection on April 14, 2010 (Bankr. D. Del. Case No. 10-11255). Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to the Debtor. Olshan Grundman Frome Rosenweig & Wolosky LLP serves as corporate counsel. T. Scott Avila of CRG Partners Group LLC is the restructuring officer. Epiq Bankruptcy Solutions serves as claims and notice agent. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Equity Security Holders in the case. The Equity Committee has tapped Morrison Cohen LLP, and The Bayard, P.A., as counsel. Robert M. Hirsh, Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel to the Creditors Committee, and Frederick B. Rosner, Esq., and Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as co- counsel. POSITRON CORP: Seeks Withdrawal of Form SB-2 Statement ------------------------------------------------------ Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended, Positron Corporation requests that the Securities and Exchange Commission consent to the withdrawal of its registration statement on Form SB-2 (File Number File No. 333-145217), together with all amendments and exhibits thereto, which the Registrant filed with the Commission on August 8, 2007. The Company confirms that no securities have been sold pursuant to the Registration Statement. The withdrawal is being sought since the Company entered into a Settlement Agreement and Mutual Release with the selling shareholders, eliminating the need for the Registration Statement. The Company requests that the Commission issue a written order granting the withdrawal of the Registration Statement as soon as possible. About Positron Corporation Headquartered in Fishers, Indiana, Positron Corporation is a molecular imaging company focused on nuclear cardiology. The Company's balance sheet at June 30, 2010, showed $5.7 million in total assets, $10.8 million in total liabilities, and a stockholders' deficit of $5.1 million. Frank L. Sassetti & Co., in Oak Park, Illinois, expressed substantial doubt about the Company's ability to continue as a going concern, following the Company's results for 2009.The independent auditors noted that the Company has a significant accumulated deficit. PRECISION OPTICS: Extends Notes' Maturity Date Until December 17 ---------------------------------------------------------------- Precision Optics Corporation Inc. on June 25, 2008, entered into a Purchase Agreement, as amended between December 11, 2008, and November 15, 2010, with certain accredited investors pursuant to which it sold an aggregate of $600,000 of 10% Senior Secured Convertible Notes. On November 30, 2010, the Investors amended the Notes to extend the "Stated Maturity Date" to December 1, 2010. On December 1, 2010, the Investors amended the Notes to extend the "Stated Maturity Date" to December 3, 2010. On December 3, 2010, the Investors amended the Notes to extend the "Stated Maturity Date" to December 17, 2010. The Company believes the Investors will continue to work with us to reach a positive outcome on the Note repayment. In order to settle certain liabilities for accrued compensation and accrued professional services and to continue to work with the Investors to reach a positive outcome on repayment of the Notes, certain Officers and Directors have agreed to make certain adjustments to their salary and benefits. The Company said, "On December 3, 2010, Richard Forkey, our Chief Executive Officer, agreed to reduce his annual salary to $100,000 per year, none of which will be deferred, and reduce his vacation accrual by $43,011 at his new rate of pay to $10,000. He also entered into an agreement to convert all $474,646 of his previously deferred salary into 172,599 shares of our common stock. One eighth of the shares vest on January 1, 2012, and one eighth will vest on the first day of each quarter thereafter, commencing on April 1, 2012, until the shares are fully vested. "On December 3, 2010, Joseph Forkey, our Chief Scientific Officer, agreed to reduce his vacation accrual by $4,824 at his current rate of pay, to $10,000. Joseph Forkey's salary will remain the same at $120,000 and none of it will be deferred. He also agreed to convert all $29,999 of his previously deferred salary into 10,909 shares of our common stock. One eighth of the shares vest on January 1, 2012, and one eighth will vest on the first day of each quarter thereafter, commencing on April 1, 2012, until the shares are fully vested. "On December 3, 2010, we agreed with Joel Pitlor, our Director, to terminate his consulting agreement with us. We also agreed to convert all $170,000 of his previously deferred consulting compensation owed to Mr. Pitlor into 61,818 shares of our common stock. One eighth of the shares vest on January 1, 2012, and one eighth shall vest on the first day of each quarter thereafter, commencing on April 1, 2012, until the shares are fully vested. Mr. Pitlor will remain as a Director of the Company. "Pursuant to the agreements with Richard Forkey, Joseph Forkey and Joel Pitlor, the shares of common stock will be issued as registered stock if we file a Form S-8 within six months of entering into the agreements. If we do not file a Form S-8 within six months, then we will issue the shares as restricted stock," th said the Company. About Precision Optics Gardner, Mass.-based Precision Optics Corporation, Inc. (OTC BB: PEYE) -- http://www.poci.com/-- designs, develops, manufactures and sells specialized optical systems and components and optical thin-film coatings. The Company conducts business in one industry segment only and its customers are primarily domestic. The Company's products and services fall into two principal areas: (i) medical products for use by hospitals and physicians; and (ii) advanced optical system design and development services and products used by industrial customers. The Company's balance sheet at Sept. 30, 2010, showed $1.72 million in total assets, $2.03 million in total liabilities, and a stockholders' deficit of $318,919. Going Concern Doubt Stowe & Degon LLC, in Westborough, Mass., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring net losses and negative cash flows from operations. The Company has sustained recurring net losses for several years. As of June 30, 2010, the Company has an accumulated deficit of $38.4 million. As of June 30, 2010, cash and cash equivalents were $416,040, accounts receivable were $505,200, and current liabilities were $2.1 million. The Company anticipates that deferred officers' salaries and director consulting expenses accrued at June 30, 2010, will be settled by issuing restricted common stock rather than by cash payments. These deferred amounts included in current liabilities at June 30, 2010, total roughly $574,000. QUALITEST PHARMACEUTICALS: S&P Withdraws 'B' Corp. Credit Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it withdrew its 'B' corporate credit, 'B+' first-lien senior secured, and 'CCC+' second-lien senior secured ratings on Qualitest Pharmaceuticals Inc. The acquisition of Qualitest by Endo Pharmaceuticals Holdings Inc. was completed Dec. 1, 2010, and all Qualitest borrowings were retired. R&G FINANCIAL: Court Extends Automatic Stay to R&G Investments -------------------------------------------------------------- Judge Enrique Lamoutte of the U.S. Bankruptcy Court for the District of Puerto Rico granted a motion filed by R&G Financial Corporation to extend the automatic stay to a subsidiary. Judge Lamoutte said that RGFC has satisfied the requirements under the U.S. Bankruptcy Code for the extension of the automatic stay to its dissolved subsidiary, R&G Investments Corporation. "The arbitration proceedings against RGIC are essentially and statutorily against [RGFC], given that their identity of interests are in essence merged into RGFC as its stockholder," Judge Lamoutte said. Judge Lamoutte also said that RGFC, as the "real party in interest" will have to prepare and incur all legal defense fees and may be liable depending on the outcome of the arbitration cases before the Financial Industry Regulatory Authority. A copy of the Court's order, dated November 17, 2010, is available at http://is.gd/imd7ofrom Leagle.com. San Juan, Puerto Rico-based R&G Financial Corporation filed for Chapter 11 bankruptcy protection on May 14, 2010 (Bankr. D. P.R. Case No. 10-04124). Jorge I. Peirats, Esq., at Pietrantoni, Mendez & Alvarez, assists the Company in its restructuring effort. The Company disclosed US$40,213,356 in assets and US$420,687,694 in debts. RASER TECHNOLOGIES: 2 Executives Move to Via Motors --------------------------------------------------- On November 30, 2010, Richard D. Clayton resigned as executive vice president, general counsel and secretary of Raser Technologies, Inc., to accept a position with Via Motors, Inc., previously known as Via Automotive, Inc. On December 3, 2010, Nicholas Goodman, the chief executive officer and Class II director, was appointed by the Company's Board of Directors as its new Chairman, to succeed Kraig Higginson, who stepped down as the Chairman to devote full attention to the success of Via. Mr. Higginson, however, will continue to serve as a Class III director whose term expires at the Company's 2011 Annual Meeting of Stockholders. In connection with his transition, the Company entered into a post-employment severance agreement with Mr. Higginson to pay a total sum of $180,000, in twelve equal monthly installments through November 30, 2011, in consideration for which Mr. Higginson agreed to waive director fees for 2011. Also on December 3, 2010, Alan Perriton, a Class I director, resigned to concentrate his efforts to Via's success. Mr. Perriton is presently serving as the Company's designated director on Via's Board of Directors. As recently reported by the Company in its report on Form 8-K filed on November 24, 2010, the Company has a significant equity interest in Via and, accordingly, a significant and continuing interest in Via's success. About Raser Technologies Provo, Utah-based Raser Technologies, Inc. (NYSE: RZ) -- http://www.rasertech.com/-- is an environmental energy technology company focused on geothermal power development and technology licensing. Raser's Power Systems segment develops clean, renewable geothermal electric power plants with one operating plant in southern Utah and eight active and early stage projects in four western United States: Utah, New Mexico, Nevada and Oregon, as well as a concession for 100,000 acres in Indonesia. Raser's Transportation and Industrial segment focuses on extended-range plug-in-hybrid vehicle solutions and using Raser's award-winning Symetron(TM) technology to improve the torque density and efficiency of the electric motors and drive systems used in electric and hybrid-electric vehicle powertrains and industrial applications. * * * Hein & Associates LLP, in Denver, Colo., expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company has suffered recurring losses, has used significant cash for operating activities since inception, has significant purchase commitments in 2010 and has a lack of sufficient working capital. Raser Technologies did not make the $2.2 million semi-annual interest payment due October 1, 2010, on its 8% Convertible Senior Notes Due 2013. The Company satisfied the semi-annual interest payment obligation after receiving $1.10 million from the Thermo No. 1 plant escrow funds and $1.15 million from a loan with Evergreen Clean Energy, LLC, late in October 2010. REHABCARE GROUP: Moody's Affirms 'Ba3' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service affirmed the ratings of RehabCare Group, Inc., including the company's Ba3 Corporate Family Rating and B1 Probability of Default Rating. The outlook for the ratings is stable. This is a summary of ratings affirmed/LGD assessments revised. -- $125 million senior secured revolving credit facility due 2014, to Ba3 (LGD3, 30%) from Ba3 (LGD3, 31%) -- $450 million senior secured term loan due 2015, to Ba3 (LGD3, 30%) from Ba3 (LGD3, 31%) -- Corporate Family Rating, Ba3 -- Probability of Default Rating, B1 -- Speculative Grade Liquidity Rating, SGL-2 "While the company has experienced operating difficulty in its hospital segment that has slowed the expected pace of reducing leverage, the affirmation of the Ba3 rating reflects the still relatively modest debt load and the significant repayment of debt since the ratings were assigned in late 2009," stated Dean Diaz, a Moody's Senior Credit Officer. RehabCare Group's Ba3 rating also continues to reflect Moody's expectation that the company should be able to benefit from the Triumph Healthcare acquisition through the leveraging of infrastructure across a larger base of hospitals and the sharing of best practices across its legacy LTACH facilities. The rating also reflects the company's unique position in the post-acute continuum of care. Further, the rating incorporates Moody's expectation that the company's stable cash flow should allow for further improvement in credit metrics through debt repayment. However, the rating also reflects risks associated with third party reimbursement developments that affect the company both directly through its hospital operations, which rely heavily on Medicare as a revenue source, and indirectly through its contract therapy service segment, whose customers are dealing with changes in Medicare reimbursement for therapy services. If the company experiences further operating difficulties such that it was not expected to continue to improve the credit metrics, Moody's could change the outlook to negative or downgrade the ratings. For example, if the company experiences additional issues with the acquired hospital facilities that prevent the realization of improvement in its hospital operations or is unable to mitigate negative reimbursement developments impacting its contract therapy customers, Moody's could consider downward pressure on the ratings. More specifically, if the company is not expected to reduce leverage to a sustainable level approaching 4.0 times Moody's could take a negative rating action. Given the prospective nature of the rating and the operating difficulties that have delayed the expected improvement in credit metrics, Moody's would not expect an upgrade of the ratings in the near term. However, Moody's could consider positive pressure on the ratings if credit metrics improve to a level stronger than expected as a result of continued growth, operational improvements and/or debt repayment. Additionally, Moody's would have to gain comfort in longer term reimbursement stability in order to take a positive rating action. RehabCare Group provides rehabilitation program management services in hospitals, skilled nursing facilities, outpatient facilities and other long-term care facilities. In partnership with healthcare providers, the company provides post-acute program management, medical direction, physical therapy rehabilitation, quality assurance, compliance review, specialty programs and census development services. The company also owns and operates 29 long-term acute care hospitals and six inpatient rehabilitation hospitals, and provides other healthcare services. For the twelve months ended September 30, 2010, the company recognized revenues of approximately $1.3 billion. REMY INTERNATIONAL: Moody's Assigns 'B1' Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service assigned first time ratings to Remy International, Inc. -- Corporate Family and Probability of Default Rating, B1. In a related action, Moody's assigned a B1 rating to the company's new senior secured term loan B. The rating outlook is stable. These ratings were assigned: Remy International, Inc.: -- Corporate Family Rating, B1; -- Probability of Default, B1; -- B1 (LGD3, 45%), for the $300 million senior secured term loan B. The $95 million asset based revolving credit facility is not rated. Ratings Rationale The net proceeds of the new senior secured term loan along with borrowings under the revolving credit facility, and cash on hand will be used to refinance the company's existing term loan debt and pay related fees and expenses. Following the above refinancing, Remy is expected to redeem its existing preferred stock with the net proceeds of an approximate $237.0 million common stock rights offering. The term loan debt refinancing is expected to close in mid-December and the rights offering is expected to close in mid-January. The ratings assume the successful completion of both the existing term loan debt refinancing and redemption of preferred stock. The B1 Corporate Family Rating reflects the company's strong credit metrics weighed by its modest revenue base and challenging liquidity profile. As part of Remy's emergence from Chapter 11 in December 2007, the company's debt was reduced by over $400 million or about 54%. The reduced debt burden combined with restructuring actions taken during and prior the Chapter 11 filing supported Remy's ability to endure the dramatic automotive industry downturn in 2009. The improving industry conditions in 2010 has allowed Remy to leverage its improved cost structure in an increasingly positive automotive production environment resulting in an LTM EBIT margin as of September 30, 2010 (including Moody's standard adjustments) of approximately 10.5%. Pro forma for the existing debt refinaincing, EBIT/interest approximated 2.6x and debt/EBITDA approximated 3.7x. Remy's credit metrics are expected to continue to benefit from gradually recovering automotive production. Yet, Remy's modest revenue base and high customer concentration (the top 5 customers represent approximately 51% of revenues) highlight the business risks to the company's competitive position. In addition, Remy's extensive use of uncommitted accounts receivable factoring programs add liquidity risk to the company's financial profile. The stable outlook incorporates Remy's strong credit metrics for the assigned rating and expectation of gradual improvement of automotive industry conditions. The company's capital structure should support a modest amount of additional leverage to support modest amounts of un-renewed factoring programs. Remy is anticipated to have an adequate liquidity profile following the proposed recapitalization. The company is expected to have about $100 million of cash following the proposed common stock rights offering. In addition, recovering automotive industry conditions should support positive free cash flow generation. Further supporting Remy's liquidity profile is the proposed $95 million asset based revolving credit facility. Approximately $30.4 million of borrowings are expected under the facility following the transaction with about $4.8 million of issued letters of credit. However, Remy's utilization of factoring arrangements to support its financial flexibility is a limiting consideration on its liquidity profile as the inability to renew these factoring arrangement would materially impact the company's financial flexibility. As of September 30, 2010, gross amounts factored under these facilities was about $158.8 million. The asset based revolving credit will have a springing fixed charge coverage test of 1.1 to 1 when availability falls below certain levels to be determined. Financial covenants under the new term loan will be a maximum leverage test and a minimum interest coverage test. Alternate liquidity will be limited as essentially all the company's assets will secure the asset based revolver and term loan facilities. Remy provides alternators, starters and hybrid motors for the heavy duty and light duty original equipment markets, as well as remanufactured alternators and starters to the aftermarket. Revenues in 2009 were $910 million. RES-CARE INC: Moody's Assigns 'B1' Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service assigned B1 corporate family and probability of default ratings to Res-Care, Inc. (New) and assigned Ba2 rating to the company's proposed $190 million senior secured term loan that will initially reside at Onex Rescare Acquisitions LLC, that will merge with and into ResCare. Moody's also assigned a B3 rating to the $200 million proposed unsecured notes and a Ba2 rating to the company's $275 million senior secured revolving credit facility. The proceeds from the $190 million senior secured term loan and $200 million unsecured notes are used to fund the acquisition of ResCare, Inc. (Old) by Onex Corporation. Concurrently, Moody's confirmed the ratings of ResCare, Inc. (Old) including the corporate family rating at Ba3. All of the ratings of ResCare, Inc. (Old) will be withdrawn at the close of the transaction. This concludes the review initiated on August 16, 2010. The rating outlook is stable. These rating actions were taken (LGD point estimates are subject to change and all ratings are subject to the execution of the transaction as currently proposed and Moody's review of final documentation): These ratings were assigned: ResCare, Inc. (New): -- Corporate family rating, assigned B1; -- Probability of default rating, assigned B1; -- $275 million senior secured credit facility, due 2015, assigned Ba2 (LGD2, 26%); -- $200 million senior unsecured notes, assigned B3 (LGD5, 81%). Onex Rescare Acquisition LLC: -- $190 million senior secured term loan, due 2016, assigned Ba2 (LGD2, 26%). These ratings were confirmed: ResCare, Inc.: -- Corporate family rating, confirmed at Ba3 (will be withdrawn at the close of the transaction); -- Probability of default rating, confirmed at Ba3 (will be withdrawn at the close of the transaction); -- $150 million senior unsecured notes, due 2013, confirmed at B1; LGD assessment changed to LGD5, 73% from LGD5, 75%, (will be withdrawn at the close of the transaction); -- $275 million senior secured revolving credit facility, due 2013, confirmed at Ba1. LGD rate changed to LGD2, 16% from LGD2, 19% (will be withdrawn at the close of the transaction). Ratings Rationale The B1 corporate family rating considers the increased debt leverage associated with the Onex acquisition. ResCare's pro forma debt to EBITDA for the period ended September 30, 2010 increased by over a turn to 4.7 times when considering the impact of the acquisition. The ratio is adjusted per Moody's standard analytical adjustments and for ResCare the primary adjustment is the operating lease adjustment. In addition, the rating is constrained by ResCare's high exposure to Medicaid (approximately 67% of revenues) and other government funding programs as well as by the litigious nature of the business environment. The B1 rating is supported by ResCare's size as well as good geographic diversity. In addition, the rating considers the company's good cash flow generation. Moody's anticipate the company to apply most of its cash flow toward making tuck-in acquisitions. The stable outlook reflects that ResCare will continue to maintain a good liquidity profile and disciplined approach toward acquisitions. The ratings could be downgraded if margin pressure or Medicaid reimbursement cuts are worse than currently anticipated, such that Moody's adjusted debt to EBITDA was expected to be sustained at or above 5.0 times or free cash flow to debt were expected to be sustained below 4%. Further, if the company begins to have legal liabilities materially above historical trends such that liquidity and/or the company's ability to execute on its strategy become weakened, Moody's could downgrade the ratings. A more aggressive than expected acquisition strategy or dividend policy that increases leverage or weakens liquidity could also negatively impact the ratings. The outlook could be changed to positive or ratings upgraded if Moody's adjusted debt leverage declines well below 4.0 times and adjusted free cash flow to debt increases to the 8-10% range. However, given the difficult state budgetary environments, Moody's does not anticipate an upgrade in the near-term. ResCare, headquartered in Louisville, Kentucky, is a provider of residential, therapeutic, job training, and educational support services to individuals with special needs, including persons with intellectual and developmental disabilities, at-risk youth and those experiencing barriers to employment. Consolidated revenues for the twelve months ended September 30, 2010, were approximately $1.6 billion. RES-CARE INC: S&P Affirms Corporate Credit Rating at 'B+' --------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'B+' corporate credit rating on Louisville, Kentucky-based Res-Care Inc. S&P lowered its corporate credit rating to 'B+' from 'BB-' on Nov. 30, 2010, because of the weaker financial risk profile resulting from the leveraged buyout by its sponsor, private-equity firm Onex Corp. S&P is now assigning a 'B+' issue-level rating on the company's proposed $190 million term loan B, which will mature in 2016. S&P is also revising the rating on the $275 million revolver to'B+' from BB+' that was extended and will now mature in 2015. The recovery rating on the term loan and revolver is '3', indicating its expectation for meaningful (50% to 70%) recovery in the event of payment default. In addition, S&P is also assigning a 'B-' issue-level rating to the company's proposed $200 million senior unsecured notes. The recovery rating on these debt issues is '6', indicating its expectation for negligible (0 to 10%) recovery in the event of payment default. "The ratings on Res-Care reflect its weak business risk profile because of its high exposure to state budget cuts, slim profit margins, and ongoing competitive pressures tied to its operation in a highly fragmented market," said Standard & Poor's credit analyst Tahira Wright. Its aggressive financial risk profile is reflective of its LBO by a financial sponsor. S&P believes the proposed added debt burden will keep lease-adjusted leverage over the next few years between 4.0x to 4.5x compared with historical levels of 3.3x. These are predominant risk factors despite the company's successful track record of acquisitive growth, which has allowed it to expand and diversify its core operations. S&P's assessment of the company's weak business risk profile continues to reflect ongoing pressures in its community services and schools divisions in the near future, despite the company's position as one of the largest providers of home care for the elderly and individuals with disabilities, the second-largest contractor of Job Corps services, and a provider of schools and job placement services. Uncertain Medicaid and other government reimbursement account for two-thirds of revenues. Because of the weak macroeconomic environment, some states have had to impose budget cuts that have contributed to scaled-back growth opportunities for Res-Care in these divisions. This trend, combined with lost contracts in its Job Corps business, has been the key contributing factor in its reduced expectations for the company's earnings. In fact, the company recorded a $66 million goodwill impairment charge in Sept. 30, 2010. ROBERT MALLIEN: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Robert F. Mallien 2071 Highway 115 West Cleveland, GA 30528 Bankruptcy Case No.: 10-25493 Chapter 11 Petition Date: December 6, 2010 Court: U.S. Bankruptcy Court Northern District of Georgia (Gainesville) Debtor's Counsel: Jerry C. Carter, Jr., Esq. THE CARTER FIRM PC 1362 Juanita Avenue Gainesville, GA 30501 Tel: (770) 287-8850 Fax: (866) 241-4510 E-mail: attorneyjedcarter@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 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb10-25493.pdf ROBERT MORAN: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Robert Norton Moran aka Bob Moran 2263 Hikino Street Honolulu, HI 96821 Bankruptcy Case No.: 10-03696 Chapter 11 Petition Date: December 6, 2010 Court: U.S. Bankruptcy Court District of Hawaii (Honolulu) Debtor's Counsel: Chuck C. Choi, Esq. WAGNER CHOI & VERBRUGGE 745 Fort Street, Suite 1900 Honolulu, HI 96813 Tel: (808) 533-1877 Fax: (808) 566-6900 Email: cchoi@hibklaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/hib10-03696.pdf RONNIE RATLEDGE: Case Summary & 18 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Ronnie Alvin Ratledge dba Ronnie Ratledge Builder 5935 Bingham Lane Maryville, TN 37801 Bankruptcy Case No.: 10-35792 Chapter 11 Petition Date: December 3, 2010 Court: United States Bankruptcy Court Eastern District of Tennessee (Knoxville) Judge: Richard Stair Jr. Debtor's Counsel: Thomas Lynn Tarpy, Esq. HAGOOD, TARPY & COX PLLC Suite 2100, Riverview Tower 900 South Gay Street Knoxville, TN 37902-1537 Tel: (865) 525-7313 E-mail: ltarpy@htandc.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A list of the Debtor's 18 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/tneb10-35792.pdf ROTHSTEIN ROSENFELDT: Trustee Sues Gibraltar Bank ------------------------------------------------- The trustee liquidating Scott Rothstein's law firm is suing Gibraltar Private Bank and Trust Co. for millions of dollars over the savings bank's alleged cooperation with Rothstein, which the trustee says allowed the former lawyer's $1.2 billion Ponzi scheme to flourish, Dow Jones' Small Cap reports. About Rothstein Rosenfeldt Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler PA, has been suspected of running a $1.2 billion Ponzi scheme. U.S. authorities claimed in a civil forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the firm's former chief executive officer, sold investments in non-existent legal settlements. Mr. Rothstein pleaded guilty to five counts of conspiracy and wire fraud on January 27, 2010. Creditors of Rothstein Rosenfeldt Adler signed a petition sending the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors alleged being owed money invested in lawsuit settlements. Herbert M. Stettin, the state-court appointed receiver for Rothstein Rosenfeldt, was officially carried over as the Chapter 11 trustee in the involuntary bankruptcy case. On June 10, 2010, Mr. Rothstein was sentenced to 50 years in prison. S & V INVESTMENT: Court Dismisses Case for Lack of Docs ------------------------------------------------------- Judge Thomas J. Tucker entered an order on December 3, 2010, dismissing the Chapter 11 bankruptcy case of S & V Investment, LLC, for failure to timely file its Balance Sheet, Cash Flow Statement, Income Tax Return and Statement of Operations, which are required under 11 U.S.C. Sec. 1116(1). A request for an extension of the filing deadline was not timely filed. Based in Clinton Township, Michigan, S & V Investment, LLC, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No. 10-74968) on November 18, 2010, listing $100,000 to $500,000 in assets and $500,000 to $1 million in debts. Michael A. Greiner, Esq., at Financial Law Group, P.C., in Warren, Michigan, served as bankruptcy counsel. A copy of its petition is available at http://bankrupt.com/misc/mieb10-74968.pdf S & V Investment is affiliated with New Clinton Auto Service, Inc., dba New Clinton Auto Wash, dba AAA Muffler Shocks & Springs, dba New Clinton Auto Sales, dba Auto Lab #137. New Clinton Auto also filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No. 10-74966) on November 18, 2010. Mr. Greiner also represented this Debtor. In its petition, the Debtor scheduled $87,500 in assets and $1,048,126 in debts. SGS INTERNATIONAL: S&P Assigns 'BB' Rating on Senior Loan --------------------------------------------------------- Standard & Poor's Ratings Services assigned Louisville, Kentucky- headquartered SGS International Inc.'s amended and restated senior secured credit facilities an issue-level rating of 'BB' -- two notches higher than its 'B+' corporate credit rating on the company. S&P also assigned this debt a recovery rating of '1', indicating its expectation of very high (90% to 100%) recovery for lenders in the event of a payment default. In October 2010, the company amended and restated its senior secured credit facilities to include, among other things, extending the maturity of the revolving credit facility and about $93 million of the $122 million in outstanding term loans to September 2013. The amendment and restatement also includes an increase in the revolving commitment to $40 million (from $35 million, adjusted to about $26 million after consideration is given to the lending commitment from Lehman Commercial Paper Inc.); an increase in the annual amortization of the extended term loans to $5 million; and a provision to permit the repurchase of $25 million of outstanding 12% senior subordinated notes. Financial covenants were not restated and pricing was increased by 100 basis points to reflect a margin of 3.5% over LIBOR. At the same time, Standard & Poor's revised its recovery rating on SGS International's subordinated debt to '5', indicating its expectation of modest (10% to 30%) recovery for noteholders in the event of a payment default, from '6'. S&P raised the issue-level rating on this debt to 'B' -- one notch lower than the 'B+' corporate credit rating -- from 'B-', in accordance with its notching criteria for a recovery rating of '5'. "The revision of the recovery rating on the company's subordinated debt reflects the executed amendment and restatement of the company's senior secured credit facilities," said Standard & Poor's credit analyst Michael Listner. "S&P now assumes a lower amount of secured debt outstanding under its simulated default scenario than S&P did in its previous analysis, which would result in greater recovery values available for subordinated lenders." In addition, S&P affirmed its 'B+' corporate credit rating on SGS International. The rating outlook is stable. The 'B+' corporate credit rating reflects SGS International's aggressive financial profile, given its ownership by an equity sponsor, and the resulting uncertainty regarding the longer-term financing decisions for the company. Although the company has shown a strong commitment to debt repayment, the lack of a clear articulation of financial policy currently weighs on the rating. SGS has a weak business risk profile, in its view, and occupies a niche market position in a highly fragmented industry that has exhibited notable resiliency during the economic cycle. The company has a broad customer base, with longstanding relationships governed by multiyear service contracts and high retention rates. Graphic services for consumer packaged products constitute the majority of the firm's revenues, with the food and beverage industry representing the largest portion of business, followed by other key markets, including tobacco, personal care, household products, pet food, and pharmaceuticals. Given the nondiscretionary nature of most of the product categories for which SGS provides printing services, the company has benefited from fairly stable customer demand. However, as SGS's customer base primarily comprises large consumer product companies, pricing pressure is always a concern. SI ORGANIZATION: S&P Assigns 'B' Corporate Credit Rating -------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B' corporate credit rating to The SI Organization Inc., which is based in Valley Forge, Pa. The outlook is stable S&P also assigned its 'B+' issue-level rating and '2' recovery rating to the company's proposed $340 million first-lien senior secured credit facility (consisting of a $40 million revolver and a $300 million term loan B). The '2' recovery rating indicates its expectation for substantial (70%-90%) recovery in the event of a payment default. Veritas Capital, a private-equity firm, is using the proceeds from the senior secured debt, along with $175 million of senior subordinated notes and $370 million of new common equity, to fund the purchase of The SI Org from Lockheed Martin Corp. (A- /Stable/A-2). "The ratings on The SI Org reflect its view that the company's highly leveraged financial profile will show limited improvement over the next two years in the increasingly competitive government contracting industry," said Standard & Poor's credit analyst Alfred Bonfantini. However, the company does benefit from long- term contracts and a solid backlog with key elements of the U.S. government intelligence community, which provides for revenue predictability and stability. Despite its limited scale, it also has higher EBITDA margins than its direct industry competitors. SM PROPERTIES-1: Case Summary & 2 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: SM Properties-1, LLC 1974 Carolina Place, Suite 100 P.O. Box 3473 Fort Mill, SC 29708 Bankruptcy Case No.: 10-33567 Chapter 11 Petition Date: December 3, 2010 Court: United States Bankruptcy Court Western District of North Carolina (Charlotte) Judge: J. Craig Whitley Debtor's Counsel: Richard M. Mitchell, Esq. MITCHELL & CULP, PLLC 1001 Morehead Square Drive, Suite 330 Charlotte, NC 28203 Tel: (704) 333-0630 Fax: (704) 333-4975 E-mail: rmmatty@mitchellculp.com Scheduled Assets: $1,958,018 Scheduled Debts: $1,975,412 A list of the Company's two largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ncwb10-33567.pdf The petition was signed by Jack Henry Smith, Jr. partner of SMI Partner, LP. SMART ONLINE: IDB Agrees to Provide $6.5 Million Facility --------------------------------------------------------- On December 6, 2010, Smart Online Inc. entered into (i) a $6,500,000 Promissory Note, as borrower, and (ii) a Letter Agreement for the $6,500,000 Term Loan Facility, each with Israel Discount Bank of New York as lender. Under the IDB Note and Letter Agreement, IDB will make available to the Company one or more term loan advances in the maximum aggregate principal amount of $6,500,000. The IDB Credit Facility is secured by: i) an irrevocable standby letter of credit issued by HSBC Switzerland in favor of IDB in the aggregate amount of $2,500,000 and ii) an irrevocable standby letter of credit issued by UBS Switzerland in favor of IDB in the aggregate amount of $4,000,000, each issued with Atlas Capital S.A. as account party. Atlas and the Company anticipate finalizing in the near future the terms of the Company's reimbursement of Atlas for any future drawdowns on the SBLC. Any advances drawn on the IDB Credit Facility must be repaid on the earlier of: a) May 31, 2012 or b) 180 days prior to the expiration date of the SBLC. Interest on each advance under the IDB Credit Facility accrues, at the Company's election, at either LIBOR plus 300 basis points or IDB's prime rate plus 100 basis points, provided that the rate of interest for each advance shall never be less than four percent. Interest accrued on each advance is due quarterly and payable in arrears on the last day of each February, May, August and November commencing on the last day of February, 2010. The IDB Credit Facility replaces the Company's revolving line of credit with Paragon Commercial Bank, which was orally extended by Paragon beyond its October 10, 2010 expiration date to November 30, 2010, at which time the Paragon Credit Facility expired and Paragon drew upon the letter of credit securing the Paragon Credit Facility. The Company continues to maintain a banking relationship with Paragon through the maintenance of certain operating accounts. A full-text copy of the Promissory Note dated December 6, 2010, made by Smart Online, Inc. for the benefit of Israel Discount Bank of New York, as lender., is available for free at: http://ResearchArchives.com/t/s?70a0 A full-text copy of the Letter Agreement for $6,500,000 Term Facility dated December 6, 2010, by Israel Discount Bank of New York, and agreed and accepted by Smart Online, Inc., is available for free at: http://ResearchArchives.com/t/s?70a1 A full-text copy of the notice of election of Atlas Capital S.A., dated November 30, 2010, to be reimbursed in cash for the drawdown on the Paragon Letter of Credit pursuant to the Reimbursement Agreement, dated November 10, 2006, between the Company and Atlas, as subsequently amended, is available for free at: http://ResearchArchives.com/t/s?70a2 About Smart Online Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC BB: SOLN) -- http://www.smartonline.com/-- develops and markets software products and services targeted to small businesses that are delivered via a Software-as-a-Service (SaaS), or SaaS, model. The Company also provides Web site consulting services, primarily in the e-commerce retail industry products and services. Smart Online reported a net loss of $1.32 million on $260,968 of total revenues for the three months ended Sept. 30, 2010, compared with a net loss of $2.86 million on $293,650 of total revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2010, showed $631,424 in total assets, $18.72 in total liabilities, and a stockholders' deficit of $18.10 million. SOUTH BAY PROPERTIES: Court Denies Contractor's Motion to Dismiss ----------------------------------------------------------------- Judge Stephani Humrickhouse denied a motion by Milone & Macbroom Inc. to dismiss the Chapter 11 case of South Bay Properties LLC. Judge Humrickhouse held that South Bay "has a right to proceed to confirmation." "Taking into account the totality of the circumstances, the court finds that the evidence at this juncture does not support a finding of either objective futility or subjective bad faith," Judge Humrickhouse said. Milone & Macbroom proposed to dismiss the Chapter 11 case on grounds that it was filed in bad faith and that South Bay had "improper motivation" in filing the case. It asserted that the case was filed to foil its plan to proceed against Kyle Corkum, the registered agent and manager of South Bay. Milone & Macbroom also argued that there is substantial evidence of objective futility, pointing out that South Bay has been defunct for almost two years and is under threat of administrative dissolution by the North Carolina Secretary of State. Milone & Macbroom provided professional engineering services to Landquest, LLC, in connection with its development of real estate projects, including the South Bay project. A copy of the Court's order, dated November 10, 2010, is available at http://is.gd/im7Ymfrom Leagle.com. South Bay Properties, LLC, formerly Winyah Bay Properties, LLC, filed for Chapter 11 protection on June 18, 2010 (Bankr. E.D. N.C. Case No. 10-04922). Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina, represents the Debtor. In its schedules, the Debtor disclosed assets of $6,000,000 and debts of $10,860,734 as of the Petition Date. SOUTHERN FAMILY: Takeout Bonuses Were Capital Contributions ----------------------------------------------------------- Southern Family Insurance Company and Poe Financial Group, Inc., claims against the United States of America for tax refunds associated with taxes paid on takeout bonus payments paid by the State of Florida Residential Property and Casualty Joint Underwriting Association. The issue of whether the takeout bonuses were nonshareholder contributions to capital, and thus excludable from gross income, was tried by the District Court without a jury on November 1 and 2, 2010. District Judge James S. Moody Jr. rules that it was the intent of the contributor to characterize the takeout bonuses as capital contributions. The takeout bonuses were nonshareholder contributions to capital and thus excludable from gross income, and the taxpayers are entitled to recover a refund of any amounts erroneously assessed and paid. Partial final judgment rendered in favor of Plaintiffs and against Defendant. The case is Southern Family Insurance Company, v. United States of America, Case No.05-cv-2158 (M.D. Fla.). A copy of the Court's Partial Final Judgment, dated December 1, 2010, is available at http://is.gd/inQHhfrom Leagle.com. Prior to filing of the now consolidated lawsuits, Poe Financial filed for Chapter 11 bankruptcy protection, and Southern Family was placed into receivership by the State of Florida, Department of Financial Services. State of Florida, ex rel., The Department of Financial Services of the State of Florida v. Southern Family Insurance Company, Case No. 2006-CA-1060 (Fla. 2d Jud. Cir.). Headquartered in Tampa, Florida, Poe Financial Group Inc. -- http://www.poefinancialgroup.com/-- specialized in insuring coastal properties assumed from Florida's high-risk insurance pool. The Debtor, Poe & Associates, LLC, and two other affiliates filed for chapter 11 protection on Aug. 18, 2006 (Bankr. M.D. Fla. Lead Case No. 06-04288). Noel R. Boeke, Esq., Leonard Gilbert, Esq., and Rod Anderson, Esq., at Holland & Knight, LLP, represented the Debtors. When Poe Financial Group Inc. filed for protection from its creditors, it estimated assets of $50,000 to $100,000, and debts of $10 million to $50 million. Poe & Associates LLC estimated assets of $500,000 to $1 million, and debts of $500,000 to $1 million. Poe Insurance Managers LLC estimated assets of $10 million to $50 million, and debts of $10 million to $50 million. Mariah Claims Services estimated assets of $50,000 to $100,000, and debts of $10 million to $50 million. Larry Hyman serves as the Liquidating Trustee. Edwin Rice, Esq., at Glenn Rasmussen Fogarty & Hooker PA, represents Mr. Hyman as counsel. SPIRO & SONS: Case Summary & 3 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Spiro & Sons, Inc. c/o Pete Stoyanovich 36071 Plymouth Road Livonia, MI 48150 Bankruptcy Case No.: 10-76527 Chapter 11 Petition Date: December 4, 2010 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Steven W. Rhodes Debtor's Counsel: Samuel Firebaugh, Esq. FIREBAUGH & ANDREWS, PLLC 38545 Ford Road, Suite 104 Westland, MI 48185 Tel: (734) 722-2999 E-mail: FirebaughAndrews@comcast.net Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mieb10-76527.pdf The petition was signed by Pete Stoyanovich, president. STANDARD PACIFIC: Fitch Assigns 'B-/RR4' Rating on $650 Mil. Notes ------------------------------------------------------------------ Fitch Ratings has assigned a 'B-/RR4' rating to Standard Pacific Corp.'s proposed offering of $650 million of senior unsecured notes. The issue will be ranked on a pari passu basis with all other senior unsecured debt. Standard Pacific intends to use the proceeds from the notes offering to finance the purchase of its 9 1/4% senior subordinated notes due April 15, 2012, 6 1/4% senior notes due April 1, 2014, and 7% senior notes due Aug. 15, 2015 in its previously announced cash tender offers and to pay the related consent fees, to prepay the $225 million principal amount outstanding under its Term Loan B credit agreement, and to pay all fees and expenses related to such purchases and repayments, including payments in connection with the termination of interest rate swap agreements related to the Term Loan B. As of Dec. 6, 2010, approximately $353.9 million of its 2012, 2014 and 2015 notes have been tendered. The tender offer expires on Dec. 21, 2010, unless extended by the company or earlier terminated. To the extent there are any remaining proceeds from the offering after completion of such payments, the company intends to use such remaining amount for the repayment of up to approximately $27 million of outstanding intercompany indebtedness. Fitch currently rates Standard Pacific: -- Issuer Default Rating 'B-'; -- Senior unsecured notes 'B-/RR4'; -- Senior subordinated debt 'CC/RR6'. The Rating Outlook is Stable. The 'RR4' Recovery Rating on the company's unsecured debt indicates average recovery prospects for holders of these debt issues. Standard Pacific's exposure to claims made pursuant to performance bonds and joint venture debt and the possibility that part of these contingent liabilities would have a claim against the company's assets were considered in determining the recovery for the unsecured debt holders. The 'RR6' on Standard Pacific's senior subordinated notes indicate poor recovery prospects in a default scenario. Fitch applied a liquidation value analysis for these RR. The ratings and Outlook for Standard Pacific reflect the company's healthy liquidity position as well as the challenges still facing the housing market. The issuance of the new senior notes allows the company to further extend its debt maturities. On a pro forma basis, the company will not have any major debt maturities until 2016, when $280 million of senior notes become due. As expected, housing metrics (new home sales, existing home sales and housing starts) have sharply contracted following the expiration of the national housing tax credit. Clearly, the credit 'stole' demand from upcoming months. Fitch tends to think that the summer and fall months will be most affected by the 'pull forward' of the housing credit but 'normalized' demand may not be evident until late winter and some ratcheting up in demand (in response to even lower home prices, low mortgage rates and better employment and consumer confidence) may not be apparent until next spring, if then. As such, Fitch recently moderated its housing forecasts for 2010 and 2011. Fitch currently projects new housing starts to increase 5.5% in 2010 and 10.3% in 2011. New home sales are forecast to fall 15% in 2010 and grow about 2% in 2011. Fitch expects existing home sales will decline 7.5% in 2010 and stay flat in 2011. Future ratings and Outlooks will be influenced by broad housing market trends as well as company specific activity, such as trends in land and development spending, general inventory levels, speculative inventory activity (including the impact of high cancellation rates on such activity), gross and net new order activity, debt levels and especially free cash flow trends and uses, and the company's cash position. STANDARD PACIFIC: Moody's Assigns 'B3' Rating to $650 Mil. Notes ---------------------------------------------------------------- Moody's Investors Service assigned B3 ratings to Standard Pacific Corp.'s proposed $650 million aggregate amount of add-on senior unsecured notes due 2018 and senior unsecured notes due 2020. All other ratings, including the B3 corporate family rating, B3 probability of default rating, B3 senior unsecured note rating, Caa2 subordinated note rating and SGL-2 speculative grade liquidity rating, were affirmed. The rating outlook is stable. The proceeds from the proposed note offerings will be used to refinance existing debt, including the recently tendered portions of the company's 9 1/4% Senior Subordinated Notes due 2012, 6 1/4% Senior Notes due 2014, and 7% Senior Notes due 2015. In addition, the company will be using the proceeds to retire its term loan due 2013 and for costs relating to the retirement of the various debt issues and term loan. The B3 corporate family rating reflects Moody's expectation that Standard Pacific has reduced costs sufficiently that it can maintain modest profitability without any substantial volume increase. Impairments and other charges, which totaled approximately $2.5 billion over the past five years, are likely to be non-material going forward, given the company's attractive gross margin performance and stabilizing pricing environment. In addition, the company has effectively reduced its off-balance sheet joint venture exposure, going from $409 million recourse JV debt in 2007 to $8 million in the third quarter of 2010. The company also now faces a more favorable liquidity environment, with $529 million of unrestricted cash balances at September 30, 2010 and an improved debt maturity profile resulting from the substantial reduction of near-term maturities. Additionally, equity will get a boost of up to $187.5 million upon the exercise of recently amended MatlinPatterson warrants. However, the company remains saddled with debt and a daunting debt leverage profile. Adjusted debt/capitalization at September 30, 2010 was approximately 73%. Pro forma net worth of $641 million, including additional equity from the warrant exercise, while improved, is still relatively small to support the company's growth expectations. Cash flow, one of the main sources of strength for the company during the worst years of the downturn, is likely to remain negative as the company continues to buy land and build inventory. Finally the rate of cash burn, if growth expectations are met, may leave the company with low cash balances in two years. The stable rating outlook reflects Moody's belief that the industry's fundamental credit conditions have stabilized although they remain weak, that Standard Pacific's liquidity has improved considerably, and that the company will maintain capital structure discipline as it pursues additional growth opportunities during the next few years. The outlook could improve if the company were to become and remain profitable, maintain strong liquidity, grow its tangible equity base, and reduce debt leverage to below 60%. Ratings pressure could ensue if the company were to deplete its cash reserves either through sharper-than-expected operating losses or through a sizable investment or other transaction without some offset such as an acceleration of earnings growth and improvement in net worth and debt leverage. These rating actions were taken: -- B3 (LGD3, 49%) assigned to the proposed add-on senior unsecured notes due 2018; -- B3 (LGD3, 49%) assigned to the proposed senior unsecured notes due 2020; -- Corporate family rating, affirmed at B3; -- Probability of default rating, affirmed at B3; -- Senior unsecured note rating, affirmed at B3 (LGD3, 49%); -- Senior subordinated note rating, affirmed at Caa2 (LGD6, 96%); -- Speculative grade liquidity rating, affirmed at SGL-2. All of Standard Pacific's debt is guaranteed by its principal operating subsidiaries. Headquartered in Irvine, California and begun in 1966, Standard Pacific Corp. constructs and sells single-family attached and detached homes, with homebuilding operations located in California, Texas, Arizona, Colorado, Florida, North and South Carolina, and Nevada. Homebuilding revenues and consolidated net income for the LTM period ending September 30, 2010, were approximately $1.0 billion and $93 million, respectively. STANDARD PACIFIC: S&P Raises Corporate Credit Rating to 'B+' ------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on Standard Pacific Corp. to 'B+' from 'B'. At the same time, S&P assigned a 'B' issue rating and '5' recovery rating to the company's proposed $200 million add-on offering to its existing senior unsecured notes due 2018 and its proposed new $450 million senior unsecured notes due 2020. The '5' recovery rating indicates S&P's expectation for a modest (10%-30%) recovery in the event of a payment default. Standard Pacific intends to use the proceeds from the new notes to fund a tender offer for up to $396 million of its outstanding senior unsecured notes and to repay a $225 million unsecured term loan. S&P also raised its ratings on the outstanding senior unsecured and subordinated notes. In addition, S&P revised its outlook on the company to stable from positive. "The upgrades acknowledge that Standard Pacific's new note offering and tender offer for certain of its senior unsecured notes will reduce the company's refinancing needs through 2015 and free up capital to be invested in the company's strengthening homebuilding platform," said Standard & Poor's credit analyst Jim Fielding. The current rating reflects S&P's weak business risk assessment, which balances improved profit margins and bottom-line profitability against still-low sales volume as conditions in the company's core housing markets remain very competitive. S&P's aggressive financial risk assessment reflects the company's high leverage, though the debt will now have a relatively long eight- year average weighted maturity. Irvine, California-based Standard Pacific is a moderate-size regional homebuilder that delivered 3,018 homes during the 12 months ended Sept. 30, 2010, at an average price of roughly $338,500. The company has faced particularly challenging operating conditions over the past three years because of its concentration in several of the weakest housing markets in California, Florida, Arizona, and Nevada. However, the company has aggressively lowered the cost basis of its land holdings (through impairments) and cut its overhead, which allowed it to achieve break-even profitability sooner than most homebuilding peers. Standard Pacific's adjusted gross profit margin on home sales (net of impairments and previously capitalized interest) was 28% on a trailing-12-month basis, and its operating margin was 12% (compared with 19% and 4%, respectively, for the rated peer group). S&P expects the company to be modestly profitable in 2011, despite a heavy debt load that still weighs on the bottom line. The stable outlook reflects S&P's expectation that Standard Pacific will reach sustainable profitability sooner than most rated homebuilding peers, given its more moderate cost structure. S&P would raise its rating on the company by one or two notches if the company is able to increase its top line more quickly than S&P currently anticipates, such that debt-to-EBITDA is comfortably sustained at 3x to 4x. Conversely, S&P would lower its rating by one or more notches over the next 12 months if the housing market takes another sharp downward turn, profitability weakens materially, and liquidity is drawn below $300 million. STERLING ESTATES: Has Deal for Cash Collateral Use Until Dec. 17 ---------------------------------------------------------------- Sterling Estates (Delaware), LLC, reached a stipulation with Wells Fargo Bank, N.A., on the use of cash collateral. The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois has approved the Stipulation. Wells Fargo Bank, N.A., as trustee for the registered holders of Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-2, by and through its special servicer ORIX Capital Markets LLC, asserts an interest in the proceeds from the collection of rents, prepetition accounts and other cash collateral. As of the petition date, the Debtor was indebted to the Trust under that certain promissory note dated April 29, 2003, in the original principal amount of $40.50 million executed by the Debtor in favor of Bank of America, as predecessor-in-interest to the Trust. The Note is secured by, among other things, the mortgages, liens and security interests granted in that certain mortgage, assignment of leases and rents, security agreement and fixture filing dated April 29, 2003, executed by the Debtor in favor of Bank of America. The amounts outstanding under the prepetition loan documents as of November 1, 2010, are principal of $36,265,672.15, plus unpaid interest, costs, expenses and other charges thereon. As reported in the Troubled Company Reporter on June 9, in exchange for using Wells Fargo's cash collateral: (i) Wells Fargo will be allowed to permit the lender to inspect the Debtor's books and records; (ii) the Debtor will maintain and pay premiums for insurance to cover its assets from fire, theft and water damage; (iii) the Debtor will make available to the lender evidence of that which constitutes its collateral or proceeds; and (iv) the Debtor will property maintain its assets in good repair and properly manage assets. The Debtor and the Special Servicer stipulate and agree that the Debtor will use the proceeds from the collection of rents, prepetition accounts and other cash collateral in which the Trustee has an interest. The cash collateral presently in the possession, custody or control or hereafter acquired by the Debtor will be segregated and separately accounted for by the Debtor by deposit into its debtor- in-possession account at Chase Bank ending in 2385 from which the Debtor may make disbursements. Under the Stipulation, the Debtor will make required payments to the Trust and pay expenses of the Debtor, as set forth in the budget, a copy of which is available for free at: http://bankrupt.com/misc/SterlingEstates_budget.pdf The Trust will be granted a security interest in and replacement lien upon the same property and assets which secured the prepetition obligations. To the extent that the value of the prepetition collateral is diminished as a result of the Debtor's operations or use of the cash collateral, the Trust will be granted superpriority claims. Commencing on December 6, 2010, and every Monday thereafter, the Debtor will submit by telecopy to the Special Servicer: (a) weekly cash receipts, (b) weekly accounts receivable, (c) weekly expense disbursements by category, (d) a comparison of actual weekly cash receipts and expenses for the week preceding the week in which the comparison is being delivered to the projected cash flows for the week as shown in the Budget, (e) weekly rent roll, and (f) documents reflecting activity in all of the Debtor's debtor-in- possession accounts wherever located. As part of the Stipulation, the Debtor will maintain insurance against fire, theft or other casualty on the insurable prepetition collateral and the postpetition collateral in amounts acceptable to the Trust and to insure that the Trust is named as loss payee. The Debtor's right to use the cash collateral will terminate at 11:59 p.m. on December 17, 2010. About Sterling Estates Chicago, Illinois-based Sterling Estates (Delaware), LLC, a Delaware Limited Liability Company, dba Sterling Estates Manufactured Home Community, filed for Chapter 11 bankruptcy protection on May 17, 2010 (Bankr. N.D. Ill. Case No. 10-22319). Eugene Crane, Esq., at Crane Heyman Simon Welch & Clar, assists the Debtor in its restructuring effort. The Company estimated assets of $50 million to $100 million and debts of $10 million to $50 million in its Chapter 11 petition. STILLWATER MINING: Slightly Lowers Production Guidance for 2010 --------------------------------------------------------------- Stillwater Mining Company filed a current report on Form 8-K for the purpose of updating the production and cost guidance for the year 2010 that it provided in its Form 10-Q for the quarter ended September 30, 2010. The Company said in the Form 8-K, "In late November, severe winter weather forced us to halt mine production at both the Stillwater and East Boulder Mines for a period of approximately a day and a half. After we restored our operations, production continued to be slowed by electrical disruptions resulting from the same severe winter weather, although both mines are now fully restored to normal production operations. "As a result of these unforeseen disruptions, we are updating our production guidance for the year 2010 to reflect an expected range of 475,000 to 485,000 ounces and our cost guidance to reflect an expected range of $400 to $405 per ounce. Previous production guidance was 480,000 to 490,000 ounces and previous cost guidance was $395 to $400 per ounce. Capital spending for the year 2010 remains targeted at $57 million, consistent with our earlier guidance," said the Company. About Stillwater Mining Billings, Montana-based Stillwater Mining Company -- http://www.stillwatermining.com/-- is the only U.S. producer of palladium and platinum and is the largest primary producer of platinum group metals outside of South Africa and Russia. The Company's shares are traded on the New York Stock Exchange under the symbol "SWC." The Company's balance sheet at Sept 30, 2010, showed $778.23 million in total assets, $287.90 million in total liabilities, and stockholders' equity of $490.33 million. Stillwater carries 'Caa1' corporate family and probability of default ratings, with 'stable' outlook, from Moody's Investors Service. It has 'B' issuer credit ratings from Standard & Poor's. TALON INT'L: Eliminates Classified Board of Directors ----------------------------------------------------- Effective November 23, 2010, Talon International, Inc. amended Article VI of its certificate of incorporation by eliminating its classified Board of Directors. As of November 23, 2010, all directors then serving on the Board will have terms of one year, and all director seats will be up for election at each annual meeting of stockholders beginning at the 2011 Annual Meeting of Stockholders. A copy of the Amendment is available for free at: http://ResearchArchives.com/t/s?7078 On November 19, 2010, Talon held its 2010 Annual Meeting of Stockholders. At the Annual Meeting, there were 61,007,433 shares entitled to vote, and 59,236,575 shares (97.1%) were represented at the meeting in person or by proxy. The following summarizes vote results for those matters submitted to Talon's stockholders for action at the Annual Meeting: 1. Proposal to elect Lonnie D. Schnell to serve as Class I director. For Withheld Abstain Broker Non-Votes ---------- -------- ------- ---------------- 47,981,566 215,500 0 11,039,509 2. Proposal to approve an amendment to the Talon International, Inc. 2008 Stock Incentive Plan to increase the number of shares of Talon's common stock available for issuance under the 2008 Plan from 2,500,000 shares to 4,810,000 shares of Common Stock. For Withheld Abstain Broker Non-Votes ---------- --------- ------- ---------------- 46,644,847 1,546,219 6,000 11,039,509 3. Proposal to approve the Amendment. For Withheld Abstain Broker Non-Votes ---------- -------- ------- ---------------- 57,635,886 1,523,457 77,232 0 About Talon International Woodland Hills, Calif.-based Talon International, Inc. (OTC BB: TALN) -- http://www.talonzippers.com/-- is a global supplier of apparel fasteners, trim and interlining products to manufacturers of fashion apparel, specialty retailers, mass merchandisers, brand licensees and major retailers. Talon manufactures and distributes zippers and other fasteners under its Talon(R) brand, known as the original American zipper invented in 1893. Talon also designs, manufactures, engineers, and distributes apparel trim products and specialty waistbands under its trademark names, Talon, Tag-It and TekFit, to more than 60 apparel brands and manufacturers including Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor, Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen, Reebok and Juicy Couture. Talon has offices and facilities in the United States, United Kingdom, Hong Kong, China, and Bangladesh. The Company's balance sheet at Sept. 30, 2010, showed $12.77 million in total assets, $8.00 million in total liabilities, $17.15 million in convertible preferred stock, a stockholders' deficit of $12.38 million. SingerLewak LLP, in Los Angeles, expressed substantial doubt about the Company's ability to continue as a going concern following the 2009 results. The independent auditors noted that the Company incurred a net loss of $2.7 million for 2009, had an accumulated deficit of $66.3 million and a working capital deficit of $17.1 million at December 31, 2009. THOMAS MARTIN: Travelers' Motion for Sanctions Held in Abeyance --------------------------------------------------------------- Judge Kendall Newman ruled that the motion for sanctions filed by Travelers Casualty and Surety Company of America against Thomas Martin and other defendants will be held in abeyance in light of the automatic stay effectuated by Mr. Martin's Chapter 11 filing. Judge Newman authorized the parties to file a joint status report on or before December 10, 2010, to advise him about how they intend to proceed in light of Mr. Martin's bankruptcy filing. The case is TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, a Connecticut corporation, v. NATOMA VALLEY RIDGE, LLC, a California limited liability company; et al., Case No. 08-cv-02715 (E.D. Calif.). A copy of Judge Newman's order, dated November 18, 2010, is available at http://is.gd/ifiFgfrom Leagle.com. Based in El Dorado Hills, California, Thomas E. Martin filed a Chapter 11 voluntary petition (Bankr. E.D. Calif. Case No. 10-50343) on November 17, 2010. Judge Christopher M. Klein presides over the case. Aristides G. Tzikas, Esq., in Sacramento, serves as bankruptcy counsel. In his petition, Mr. Martin estimated $1 million to $10 million in both assets and debts. TRIBECA LOFTS: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Tribeca Lofts LP 1210 West Clay Houston, TX 77019 Bankruptcy Case No.: 10-40799 Chapter 11 Petition Date: December 3, 2010 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Marvin Isgur Debtor's Counsel: Joel P. Kay, Esq. HUGHES WATTERS AND ASKANASE Three Allen Center 333 Clay, 29th Floor Houston, TX 77002 Tel: (713) 759-0818 Fax: (713) 759-6834 E-mail: jkay@hwallp.com Scheduled Assets: $3,510,759 Scheduled Debts: $2,312,227 A list of the Company's 17 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txsb10-40799.pdf The petition was signed by Randall Davis, president of West Clay Partners Inc., Debtor's general partner. TRIBUNE CO: Proponents Further Fine Tune Competing Plans -------------------------------------------------------- Four groups of plan proponents filed with the U.S. Bankruptcy Court for the District of Delaware their revised proposed First Amended Plans of Reorganization for Tribune Company and its debtor affiliates on December 1, 2010. The Plan Proponents are: A. Debtors, the Official Committee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo Gordon & Co., L.P., and JPMorgan Chase Bank, N.A.; B. Aurelius Capital Management, LP, Deutsche Bank Trust Company Americas, Law Debenture Trust Company and Wilmington Trust Company or the "Pre-LBO Noteholders Plan Proponents;" C. certain holders of Step One Senior Loan Claims; and D. King Street Acquisition Company, LLC, King Street Capital, L.P. and Marathon Asset Management, L.P., or the "Bridge Plan Proponents." (A) Debtors Plan Proponents The Debtor/Committee/Lender Amended Plan has two primary components: 1. It provides for certain settlements of LBO-Related Causes of Action held by the Debtors' Estates against current and former Senior Lenders, the Senior Loan Agent and the Senior Loan Arrangers, participating current and former Bridge Lenders and Bridge Loan Arrangers, and the Step One Selling Stockholders. 2. The Debtor/Committee/Lender Plan also provides for a Step Two/Disgorgement Settlement against current and former Senior Lenders, Bridge Lenders or Step Two Arrangers who received payments prior to the Petition Date on account of the Incremental Senior Loans or Bridge Loans and who elect to participate in the Step Two/Disgorgement Settlement. The Holders of Senior Noteholder Claim, under the Amended Plan, will receive an additional $120 million of cash consideration on account of the Step Two/Disgorgement Settlement. Amounts payable under the Step Two/Disgorgement Settlements are allocated among the Step Two Payees pro rata in accordance with the payments received by each Step Two Payee, giving equal weight to amounts received in respect of the Incremental Senior Loans and Bridge Loans. Accordingly, each Step Two Payee, in order to participate in the Step Two/Disgorgement Settlement, must contribute (i) that party's pro rata share of $56,730,213; and (ii) that party's pro rata share of $63,269,787. To afford the Step Two Arrangers repose with respect to the Step Two/Disgorgement Settlement and to induce the Step Two Arrangers to participate in the Step Two/Disgorgement Settlement and to provide the backstop, Step Two Payees who elect to participate in the Step Two/Disgorgement Settlement, as part of their election to participate, will agree to release claims against the Step Two Arrangers. Because the Step Two Arrangers are providing the backstop and thus bear the risk of loss if any Step Two Payee does not elect to participate in the Step Two/Disgorgement Settlement, the Step Two Arrangers may modify the procedures for participation in the Step Two/Disgorgement Settlement at any time. For the avoidance of doubt, if the Senior Noteholder Claims held by Morgan Stanley Capital Services Inc. are disallowed, the consideration that would otherwise be distributed to MSCS on account of its Senior Noteholder Claims will instead be distributed to the other Holders of Allowed Senior Noteholder Claims. Clean and blacklined copies of the Debtor/Committee/Lender Plan are available for free at: http://bankrupt.com/misc/Tribune_AmPlanDebtors1201.pdf http://bankrupt.com/misc/Tribune_AmPlanDebtorsBlack1201.pdf Clean and blacklined copies of the Disclosure Statement explaining the Debtor/Committee/Lender Plan are available for free at: http://bankrupt.com/misc/Tribune_spDSdebtors1201.pdf http://bankrupt.com/misc/Tribune_spDebtorsBlack1201.pdf The Debtors delivered to the Court a further revised Amended Plan and Disclosure Statement on December 6, 2010. The further Amended Plan provides that each person (a) who has voted to accept the Plan and has not opted out from granting the releases, (b) who has voted to reject the Plan but has opted to grant the releases, (c) who is deemed to accept the Plan and has been provided an opportunity but has not opted out of granting the releases or (d) who otherwise agrees to provide the releases, will be deemed to have unconditionally released each and all of the released parties of and from any and all claims. A redlined copy of the December 6 Plan is available for free at http://bankrupt.com/misc/Tribune_DebtorsPlanred1206.pdf A full-text copy of the December 6 Disclosure Statement is available for free at: http://bankrupt.com/misc/Tribune_DebtorsDS1206.pdf (B) Pre-LBO Debtholder Plan Proponents All Intercompany Claims will be deemed Disputed Claims under the Noteholder Plan under the Amended Pre-LBO Debtholder Plan Proponents. In order for Holders of Intercompany Claims to be entitled to vote to accept or reject the Noteholder Plan, the Holders of those Claims must file a motion under Rule 3018(a) of the Federal Rule of Bankruptcy Procedure by the date established by the Bankruptcy Court and obtain Bankruptcy Court authority to vote. If no Holders of Claims in a particular Class vote to accept or reject the Noteholder Plan, except for those Classes that are deemed to reject the Noteholder Plan, the Noteholder Plan will be deemed accepted by the Holders of those Claims in that Class. Clean and redlined copies of the Pre-LBO Debtholder Plan are available for free at: http://bankrupt.com/misc/Tribune_AureliusPlan1201.pdf http://bankrupt.com/misc/Tribune_AureliusPlanRed1201.pdf Clean and redlined copies of the Pre-LBO Debtholder Plan Disclosure Statement are available for free at: http://bankrupt.com/misc/Tribune_AureliusDS1201.pdf http://bankrupt.com/misc/Tribune_AureliusDSRed1201.pdf The Pre-LBO Debtholer Plan Proponents delivered to the Court a further revised version of their Plan on December 7, 2010. The further revised Plan states that the Bankruptcy Court will determine in connection with confirmation whether Holders of Intercompany Claims will be entitled to vote to accept or reject the Noteholder Plan. Clean and redlined copies of the December 7 Plan are available for free at: http://bankrupt.com/misc/Tribune_AureliusPlan1207.pdf http://bankrupt.com/misc/Tribune_AureliusPlanred1207.pdf Clean and redlined copies of the December 7 Disclosure Statement are available for free at: http://bankrupt.com/misc/Tribune_AureliusDS1207.pdf http://bankrupt.com/misc/Tribune_AureliusDSred1207.pdf (C) Step One Plan Proponents The Step One Plan Proponents note that even if the class Holders of Other Parent Claims or General Unsecured Claims against Filed Subsidiary Debtors vote to reject the Step One Lender Plan, these classes are still receiving a "gift" from Step One Lenders. Although not technically qualifying as a "Gift Distribution" by definition, for Holders of General Unsecured Claims against Filed Subsidiary Debtors to receive the Subsidiary GUC Distribution, Holders of Step One Senior Loan Guaranty Claims must still reallocate a portion of the recoveries they would otherwise be entitled to under the Bankruptcy Code, the Step One Plan Proponents point out. Thus, while the Step One Proponents cannot currently quantify the amount, even if the class of Holders of Other Parent Claims rejects the Step One Lender Plan, the Step One Lenders will still be gifting a portion of their recoveries to these creditors. Therefore, the Step One Plan Proponents maintain that the Step One Lenders are providing meaningful consideration in exchange for the releases even if Holders of Other Parent Claims or General Unsecured Claims against some or all of the Filed Subsidiary Debtors reject the Step One Lender Plan. The Step One Lender Plan provides for the grant of releases to Step One Lenders even if the classes of Senior Noteholder Claims, Other Parent Claims and General Unsecured Claims against Filed Subsidiary Debtors reject the Plan. In accordance with the Amended Step One Plan, the Step Two-LBO Related Causes of Action to avoid, disallow or subordinate the Step Two Senior Loan Claims and the Step Two Senior Loan Guaranty Claims will not be assigned to the Creditors' Trust or the Litigation Trust, but will instead be transferred to the Sharing Provision Reserve as these causes of action are integral to the Resolution of the Sharing Provision Dispute. All Step Two-LBO Related Causes of Action for disgorgement and other preferential transfers against the Step Two Lenders, Senior Loan Agent and Senior Loan Arrangers will be transferred to the Litigation Trust. Thus, if the Step Two-LBO Related Causes of Action are resolved against Holders of Step Two Senior Loan Claims, the allocable available portion of the Sharing Provision Reserve Amount will be distributed Pro Rata to Holders of Step One Senior Loan Claims other than Holders of Swap Claims, Holders of Swap Claims, Holders of Senior Noteholder Claims but only to the extent that those Holders did not receive the Senior Noteholder Gift Distribution, and Holders of Allowed Other Parent Claims but only to the extent those Holders did not receive the Other Parent Claim Gift Distribution. If the Step Two-LBO Related Causes of Action are resolved against Holders of Step Two Senior Loan Guaranty Claims, the allocable available portion of the Sharing Provision Reserve Amount will be distributed Pro Rata to Holders of Step One Senior Loan Guaranty Claims other than Holders of Swap Claims, Holders of Swap Claims, and Holder of Allowed General Unsecured Claims against the Filed Subsidiaries but only to the extent those Holders did not receive the Subsidiary GUC Gift Distribution and have not been paid in full; provided, however, that no Holder of an Allowed General Unsecured Claims shall receive more than payment in full of the principal amount of such Claim and no Holder of an Allowed General Unsecured Claim shall receive post-petition interest. Holders that received a Gift Distribution are not entitled to receive a distribution from the Sharing Provision Reserve as the Step One Proponents believe, and as illustrated in the Examiner's Report, that the Gift Distribution provides those Holders with a recovery that exceeds what they would be entitled to receive if they did not receive a Gift Distribution and the Step Two Senior Loan Claims or Step Two Senior Loan Guaranty Claims are avoided or disallowed. Clean and redlined copies of the Step One Plan are available for free at: http://bankrupt.com/misc/Tribune_StepOnePlan1201.pdf http://bankrupt.com/misc/Tribune_SteOnePlanred1201.pdf Clean and redlined copies of the Step One Plan Disclosure Statement are available for free at: http://bankrupt.com/misc/Tribune_StepOneDS1201.pdf http://bankrupt.com/misc/Tribune_StepOneDSred1201.pdf The Step One Plan Proponents delivered to the Court on December 7, 2010, a further revised version of their Plan, which, among other things, provide that on the Effective Date and effective simultaneously with the effectiveness of the Step One Lender Plan, each Person (a) that has voted to accept the Plan and has not opted out from granting the releases of the Step One Lender Plan, (b) that has voted to reject the Plan but has opted to grant the releases of the Step One Lender Plan, (c) that is deemed to accept the Step One Lender Plan and has been provided an opportunity but has not opted out of granting the releases of the Step One Lender Plan, or (d) who otherwise agrees to provide the releases, will be deemed to have unconditionally released each and all of the current and former Holders of Step One Senior Loan Claims and Step One Senior Loan Guaranty Claims of and from and all claims. Clean and redlined copies of the December 7 Plan are available for free at: http://bankrupt.com/misc/Tribune_StepOnePlan1207.pdf http://bankrupt.com/misc/Tribune_StepOnered1207.pdf Clean and redlined copies of the December 7 Disclosure Statement are available for free at: http://bankrupt.com/misc/Tribune_StepOneDS1207.pdf http://bankrupt.com/misc/Tribune_StepOneDSred1207.pdf (D) Bridge Plan Proponents Under the Amended Bridge Plan, any Claims against the Debtors by or on behalf of the Employee Stock Ownership Plan or any present or former participants in the ESOP are treated as a Subordinated Securities Claim against Tribune. In the event the Bankruptcy Court determines that the ESOP or any present or former participants in the ESOP has an Allowed Claim against a Guarantor Debtor or Guarantor Non-Debtor, that Allowed Claim will constitute an Other Guarantor Debtor Claim or an Other Non-Guarantor Debtor Claim, as applicable, against each Filed Subsidiary Debtor. Clean and redlined copies of the Bridge Plan are available for free at: http://bankrupt.com/misc/Tribune_BridgePlan1201.pdf http://bankrupt.com/misc/Tribune_BridgePlanred1201.pdf Clean and redlined copies of the Bridge Plan Disclosure Statement are available for free at: http://bankrupt.com/misc/Tribune_BridgeDS1201.pdf http://bankrupt.com/misc/Tribune_BridgeDSred1201.pdf Joint Disclosure Statement The Debtors filed with the Court a revised Joint Disclosure Statement for the four Competing Plans, which reflect these additional disclosures: -- The Creditors' Committee filed a motion requesting leave, standing and authority to toll or commence, prosecute, and settle and recover certain causes of action on behalf of the Debtors' estates arising under Sections 547 and 550 of the Bankruptcy Code against certain of the Debtors' professionals who received payments from Tribune in the 90 days prior to the Petition Date. -- The Bankruptcy Court entered an order on November 29, 2010, granting the Committee leave, standing and authority to commence and prosecute the preference actions. On that same date, the Court entered an order granting the Committee leave, standing and authority to either toll or to commence and prosecute the preference actions against certain of the Debtors' professionals. -- The Examiner assessed claims against various defendants. With respect to EGI-TRB LLC and Sam Zell, the Examiner determined that the alleged claims are unlikely to succeed. Clean and blacklined copies of the revised Joint proposed Joint Disclosure Statement are available for free at: http://bankrupt.com/misc/Tribune_JointDS1201.pdf http://bankrupt.com/misc/Tribune_JointDSblack1201.pdf Copies of the Corporate Organizational Chart, Collective Bargaining Agreements, Examiner's Report, Liquidation Analysis, Financial Projections, Reorganized Value Analysis, Selected Historical Financial Information are available for free at: http://bankrupt.com/misc/Tribune_JointDSa-g1201.pdf Responsive Statements The Plan Proponents also submitted with the Court their revised responsive statements to the Competing Plans. (A) Debtors The Debtors relate that while the Step One Lender Plan proposes to release all Step One Lenders from all LBO-Related Causes of Action in exchange for an alleged "gift" to certain other unsubordinated unsecured creditor Classes of value that would otherwise be distributable to the Step One Lenders, the Step One Plan Proponents do not control the Class of Step One Senior Lenders, and without the acceptance of the Class of Step One Senior Lenders and the respective Classes of other creditors entitled to consent to the potential "gift", the Step One Plan Proponents cannot bind the Holders of Step One Senior Loan Claims to their proposed "gift" distributions. A full-text copy of the Debtors' Responsive Statement is available for free at: http://bankrupt.com/misc/Tribune_DebtorsRS1201.pdf (B) Creditors' Committee The Committee maintains that the Step One Plan Proponents characterize their plan as a "gifting plan," where the value is allegedly allocated from the Step One Lenders to each of the classes of Non-LBO Creditors. However, the "gift" distribution to each class of Non-LBO Creditors only comes into effect if both the Step One Lenders and the class of Non-LBO Creditors vote to accept the Step One Plan. Absent approval of the plan by the requisite classes, the distributions to Non-LBO Creditors of Tribune are negligible and similar to the distributions under the Noteholder Plan. A full-text copy of the Committee's Responsive Statement is available for free at: http://bankrupt.com/misc/Tribune_CommitteeRS1201.pdf (C) Angelo Gordon, et al. Angelo, Gordon & Co., L.P., Oaktree Capital Management, L.P., and JPMorgan Chase Bank, N.A., maintain that the Step One Plan does not provide for a settlement of the Step One LBO-Related Causes of Action. Instead, they assert that it would require adjudication of those causes of action and a determination by the Bankruptcy Court that they are meritless. The Step One Plan also would provide no incremental recoveries on account of the Step Two LBO- Related Causes of Action to avoid, disallow or subordinate Step Two Senior Loan Claims to the classes of Senior Notes, Other Parent Claims or General Unsecured Claims against Filed Subsidiary Debtors that receive the proposed "gift" distributions. A full- text copy of the Senior Lender Responsive Statement is available for free at: http://bankrupt.com/misc/Tribune_LendersRS1201.pdf (D) Step One Plan Proponents According to the Step One Plan Proponents, the assertion in the Debtor/Committee/Lender Plan that the General Unsecured Creditors of the Subsidiary Debtors will receive a 100% recovery is only a hope, not a promise, because recoveries are capped at $150 million even if General Unsecured Claims are much higher than that. The Step One Plan Proponents relate that the Debtor/Committee/Lender Plan caps the distribution to General Unsecured Creditors of the Subsidiary Debtors at $150 million, whereas the Step One Lender Plan offers a much higher cap of $225 million if the General Unsecured Creditors and the Step One Lenders accept the Plan. While the Step One Proponents cannot guarantee a 100% recovery, they assert that they can offer greater certainty of a higher recovery for General Unsecured Creditors of the Subsidiary Debtors. A full-text copy of the Responsive Statement is available for free at http://bankrupt.com/misc/Tribune_StepOneRS1201.pdf In a further revised Responsive Statement, the Step One Lender Plan Proponents stated that the assertion in the Debtor/Committee/Lender Plan that the General Unsecured Creditors of the Subsidiary Debtors will receive a 100% recovery is neither a promise nor an offer any of the Debtor/Committee/Lender Plan Proponents is willing to guarantee, because recoveries are capped at $150 million even if General Unsecured Creditors are much higher than that. A full-text copy of the Responsive Statement is available for free at: http://bankrupt.com/misc/Tribune_StepOneRS1203.pdf The Step One Plan Proponents further revised their Responsive Statement on December 6, 2010. The revision deleted, among other things, a particular statement addressed to General Unsecured Creditors of the Subsidiary Debtors. A full-text copy of the Step One Plan Proponents Responsive Statement is available for free at http://bankrupt.com/misc/Tribune_StepOneRS1206.pdf (E) Pre-LBO Debtholder Plan Proponents In their revised responsive statement, the Pre-LBO Debtholder Plan Proponents deleted, among other things, this paragraph: The Debtor/Committee Lender Plan unilaterally declares that the PHONES notes claims will be allowed at approximately $761 million, rather than the approximately $1.2 billion asserted by Wilmington Trust, indenture trustee for the PHONES. Notwithstanding this clear dispute which the Debtors acknowledge in their general disclosure statement, the Debtor/Committee/Lender Plan purports to definitively resolve this issue in favor of the Debtor/Committee/Lender Plan Proponents. It is far from certain, however, that the Bankruptcy Court will agree with this treatment. A full-text copy of the Responsive Statement is available for free at http://bankrupt.com/misc/Tribune_AureliusRS1201.pdf Subsequently on December 3, 2010, the Pre-LBO Debtholder Plan Proponents delivered to the Court a further revised Responsive Statement. It is Aurelius's view that most of the Committee members were heavily influenced to support the Debtor/Committee/Lender Plan in return for an increased or full recovery and, as a result, have little or no "skin in the game" regarding claims against the LBO Lenders. A full-text copy of the Responsive Statement is available for free at: http://bankrupt.com/misc/Tribune_StepOneRS1203.pdf The Pre-LBO Debtholder Plan Proponents delivered to the Court a further revised Responsive Statement on December 7, 2010. The Responsive Statement adds this note: The Court has reviewed and approved the Joint Disclosure Statement and the Specific Disclosure Statements filed by the proponents of the four proposed plans, and has determined that they comply with Section 1125 of the Bankruptcy Code. Although the Court has also reviewed the Responsive Statements filed by the plan proponents, and resolved certain disputes among the parties in connection with those statements, the Responsive Statements are not a substitute for the respective disclosure statements, nor have the Responsive Statements been subject to the Bankruptcy Court's standard for approval of a disclosure statement. While the Court has allowed inclusion of the Responsive Statements in this solicitation package, it has not endorsed the contents of any Responsive Statements. A full-text copy of the Responsive Statement is available for free at http://bankrupt.com/misc/Tribune_AureliusRS1207.pdf (F) Bridge Plan Proponents The Bridge Responsive Statement deleted, among other things, allegations regarding significant flaws in the Debtor/Committee/Lender Plan. A full-text copy of the Responsive Statement is available for free at: http://bankrupt.com/misc/Tribune_BridgeRS1201.pdf SOLICITATION PROCEDURES The Debtors delivered to the Court a revised proposed order approving the Solicitations Motion, which provides, among other things: -- the establishment of November 29, 2010 as the Record Date for the purpose of determining (i) the Holders of Claims in Voting Classes that are entitled to vote on the Plans, (ii) the Holders of Claims and Interests that are entitled to receive Solicitation Packages or other notice materials respecting the Plans and the Confirmation hearing; -- that the Debtors will assemble sample Solicitation Packages for each Class of Claims under each of the Plans and will provide, to the proponents of each Plan, Solicitation Packages for the Classes of Claims that are relevant under the Plan proposed by those proponents; -- in the event of a conflict between a vote or election reflected on a Beneficial Ballot and the same vote or election as reflected in the tabulation of that vote or election on a Master Ballot, the vote and elections, if any, on the relevant Beneficial Ballot will control; and -- for avoidance of doubt, Claim objected to after the Record Date will be entitled to vote on the Plans without the necessity of filing a motion pursuant to Rule 3018 of the Federal Rue of Bankruptcy Procedure seeking temporary allowance of that claim for voting purposes. Special Committee Refutes Aurelius' Allegations The special independent committee of Tribune Company's board of directors, in response to the objection of Aurelius Capital Management, LP, asserted that its independence in authorizing the Debtors to enter into the settlements embodied in the Plan of Reorganization is evidenced by the Plan itself, which does not favor, by release or otherwise, any members of management, Tribune Company's board of directors or the current shareholders of the Debtors. Aurelius Capital Opposes Contours Motion In further support of its objection to the Contours Motion, Aurelius asks the Court to (i) order that the confirmation hearing will begin on April 11, 2010, or other date subsequent to April 11, 2010 that is convenient for the Court, and (ii) enter an Amended Discovery and Scheduling Order for Plan confirmation. The Amended Scheduling Order differs from that originally submitted on November 22 only insofar as the deadlines have been extended to comport with an April 11, 2010 hearing date. A full-text copy of the Proposed Scheduling Order is available for free at: http://bankrupt.com/misc/Tribune_AmSchedOrdAurelius.pdf About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Wants Rule 2004 Exam on Resigned EVP ------------------------------------------------ Tribune Co. and its units seek the Bankruptcy Court's authority to conduct Rule 2004 discovery of Randy Michaels concerning: (i) documents relating to Tribune Company in Mr. Michael's possession, custody, or control; (ii) all Company-provided computers, computing devices, or electronic storage media, including any portable computing devices, hard drives, thumb drives, smartphones, or messaging devices; (iii) all computers, computing devices, or electronic storage media, including any portable computing devices, hard drives, thumb drives, smartphones, or messaging devices; (iv) any computers, hard drives, diskettes, or other electronic storage media of any type on which the Company information is, was, or may have been stored; and (v) the production of any removable media that Mr. Michaels connected to his company-issued computer. Mr. Michaels became executive vice president of Tribune and chief executive officer of Interactive and Broadcasting on December 20, 2007, following the leveraged buyout. He was named Tribune CEO on December 2, 2009. He resigned from his post on October 22, 2010. The Debtors relate that shortly after Mr. Michael's departure, they learned that he might have deleted e-mails and other electronically-stored data from his company-issued laptop computer. The Debtors say they have taken various steps to preserve and reconstruct any data that might have been lost as a result of the deletions. The Debtors seek to conduct discovery of Mr. Michaels in order to obtain possession of any and all documents or communication that he may have relevant to their case or formulation and approval of a plan of reorganization. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Wants to Stay Prosecution of Avoidance Actions ---------------------------------------------------------- Tribune Co. and its units ask the Bankruptcy Court to stay until June 30, 2011, the prosecution of avoidance actions that they filed before the expiration of the two-year limitation period imposed under Section 546(a) of the Bankruptcy Code. The Debtors state that they seek to stay the prosecution of the Avoidance Actions to conserve estate resources and preserve the status quo pending the outcome of the plan process, which may largely moot the litigation or otherwise affect the determination as to the appropriate prosecution of the Avoidance Actions. The Debtors relate that they have extensively reviewed and analyzed all payments made (a) to third parties within 90 days prior to the Petition Date and (b) to insiders within one year prior to the Petition Date. According to the Debtors, their analysis respecting the categories of avoidance claims to be preserved was vetted thoroughly with the Official Committee of Unsecured Creditors' advisors who also conducted their own independent investigation of potential preference causes of action. The Debtors maintain that they share a common assessment with the Creditors' Committee of potential Avoidance Actions and the manner in which they should be treated in the Debtors' cases. Based on their analyses, the Debtors filed or preserved by tolling agreements avoidance actions filed against about 89 third parties. The avoidance actions involve prepetition payments valued at approximately $90 million, the Debtors say in court papers. Together with the claims to be filed by the Committee, more than $500 million in payments will be pursued or preserved through tolling agreements, the Debtors tell the Court. The Debtors will enter into tolling agreements with or commence Avoidance Actions exclusively against third parties on or before the Avoidance Bar Date. The Debtors relate that they have entered into agreements to toll the Avoidance Bar Date with respect to approximately $37.3 million in payments made during the Preference Period, and are continuing to finalize additional tolling agreements. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of December 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRICO MARINE: Court OKs Sale of Trico Mystic & Trico Moon to PACC ----------------------------------------------------------------- On November 24, 2010, Trico Marine Services, Inc., Trico Marine Assets Inc. ("TMA") and certain other subsidiaries began an auction process for the sale of the Trico Mystic and Trico Moon vessels. On November 30, 2010, the Debtors continued the auction, at which PACC Offshore Services Holdings Pte Ltd.'s bid of $31,280,001 was declared as the successful bid. The Debtors also declared Odyssea Vessels, Inc.'s bid of $15,700,000 for the Trico Moon, individually, as a back-up bid, and Tidewater Inc.'s bid of $15,250,000 for the Trico Mystic, individually, as a back-up bid. On December 1, 2010, the United States Bankruptcy Court for the District of Delaware entered an order approving the sale of the Trico Mystic and Trico Moon from TMA to PACC, or Odyssea and Tidewater, as the back-up bidders, as applicable ("Buyer"), free and clear of all liens, claims, and encumbrances. Under the order approving the sale, the Bankruptcy Court approved that certain Heads of Agreement, dated November 30, 2010, between TMA and PACC (the "Agreement"). The Bankruptcy Court also awarded a break-up fee to Tidewater, to be paid at the closing of the sale of the Vessels, as applicable, in the following amounts: (a) Trico Moon, $390,000, and (b) Trico Mystic, $390,000. Additionally, the Bankruptcy Court authorized the Debtors to enter into a back-to- back service agreement with PACC with regard to certain contracts Trico Marine Operators, Inc. ("TMO") and non-debtor Trico Servicos Maritimos, Ltda. have with Petroleo Brasileiro S/A. Pursuant to the Agreement, PACC is to deposit 5% of the total purchase price within three days after entry into the Agreement. This deposit will be held for 120 days after delivery of each Vessel for the purpose of settling any liens and encumbrances that may manifest themselves during this 120-day period. PACC is to escrow the remaining 95% of the purchase price within two business days of the entry of the order, with the funds held until (i) satisfaction or waiver by Buyer of any of TMA's performance conditions set forth in the Agreement, (ii) upon agreement of Buyer and the Debtors, and (iii) further order of the Bankruptcy Court. About Trico Marine Headquartered in Texas, Trico Marine Services, Inc. -- http://www.tricomarine.com/-- provides subsea services, subsea trenching and protection services, and towing and supply vessels. Trico filed for Chapter 11 protection on August 25, 2010 (Bankr. D. Del. Case No. 10-12653). John E. Mitchell, Esq., Angela B. Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP, assist the Debtor in its restructuring effort. The Debtor disclosed $30,562,681 in assets and $353,606,467 in liabilities as of the Petition Date. Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10- 12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico Marine International, Inc. (Case No. 10-12650), Trico Marine Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No. 10-12652) filed separate Chapter 11 petitions. Cahill Gordon & Reindell LLP is the Debtors' special counsel. Alix Partners Services, LLC, is the Debtors' chief restructuring officer. Epiq Bankruptcy Solutions is the Debtors' claims and notice agent. Postlethwaite & Netterville serves as the Debtors' accountant and Ernst & Young LLP serves as tax advisors. PricewaterhouseCoopers LLC serves as independent accountants and tax advisors to the Debtors. Trico's foreign subsidiaries were not included in the filing and are not be subject to the requirements of the U.S. Bankruptcy Code. TRICO MARINE: Tennenbaum Consents to Use of its Cash Collateral --------------------------------------------------------------- On November 8, 2010, Trico Marine Services, Inc., received notice from Obsidian Agency Services, Inc., as agent under that certain Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement dated as of August 24, 2010, as amended by Amendment No. 1 thereto dated as of September 21, 2010, and Amendment No. 2 thereto dated as of October 1, 2010 (the "DIP Credit Agreement"), that Events of Default have occurred and are continuing and the balance in the Advance Account is no longer available to the Company and the Guarantors party to the DIP Credit Agreement (collectively, the "DIP Debtors") and the Cash Collateral is no longer available to the DIP Debtors. In response to the notice from Obsidian, on November 10, 2010, the Company filed an emergency motion with the Bankruptcy Court seeking authorization for the use of Cash Collateral and requesting injunctive and related relief to enjoin the Lender under the DIP Credit Agreement from exercising remedies under the DIP Credit Agreement and the Prepetition First Lien Loan Agreement. At the conclusion of the hearing held on November 10, 2010, the Bankruptcy Court entered an order, among other things, enjoining the Lender from exercising any and all enforcement rights and remedies and permitting the DIP Debtors to use Cash Collateral pursuant to a budget on an interim basis until November 29, 2010. On November 29, 2010, the DIP Debtors and Tennenbaum Capital Partners, the Lender under the DIP Credit Agreement, reached an agreement regarding use of Cash Collateral under the DIP Credit Agreement. The DIP Debtors agreed to (i) comply with the budget filed with the Bankruptcy Court on November 29, 2010, and (ii) use a portion of proceeds from the sale of the Trico Mystic and Trico Moon, as disclosed in the budget and along with proceeds from other asset sales, to reduce its obligations to Tennenbaum. Tennenbaum, in return, agreed to consent to the use of its Cash Collateral. The Bankruptcy Court approved this agreement at the hearing on November 29, 2010, and provided that should the DIP Debtors fail to comply with the budget, the Bankruptcy Court would hold a hearing on continued use of cash collateral on an expedited basis. Tennenbaum is a lender under the Company's Second Amended and Restated Credit Agreement dated as of June 11, 2010, as amended, the DIP Credit Agreement, Trico Shipping's Credit Agreement dated as of October 30, 2009, as amended, and Trico Shipping's Priority Credit Agreement dated as of September 21, 2010, as amended. Obsidian serves as administrative and collateral agent under the Prepetition First Lien Loan Agreement. About Trico Marine Headquartered in Texas, Trico Marine Services, Inc. -- http://www.tricomarine.com/-- provides subsea services, subsea trenching and protection services, and towing and supply vessels. Trico filed for Chapter 11 protection on August 25, 2010 (Bankr. D. Del. Case No. 10-12653). John E. Mitchell, Esq., Angela B. Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP, assist the Debtor in its restructuring effort. The Debtor disclosed $30,562,681 in assets and $353,606,467 in liabilities as of the Petition Date. Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10- 12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico Marine International, Inc. (Case No. 10-12650), Trico Marine Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No. 10-12652) filed separate Chapter 11 petitions. Cahill Gordon & Reindell LLP is the Debtors' special counsel. Alix Partners Services, LLC, is the Debtors' chief restructuring officer. Epiq Bankruptcy Solutions is the Debtors' claims and notice agent. Postlethwaite & Netterville serves as the Debtors' accountant and Ernst & Young LLP serves as tax advisors. PricewaterhouseCoopers LLC serves as independent accountants and tax advisors to the Debtors. Trico's foreign subsidiaries were not included in the filing and will not be subject to the requiremets of the U.S. Bankruptcy Code. UNITED TRUST OF SWITZERLAND: Court Appoints Roper as Receiver ------------------------------------------------------------- Judge Reed O'Connor has appointed Richard B. Roper, III, Esq., at Thompson & Knight LLP, as receiver for the defendants in the case SECURITIES AND EXCHANGE COMMISSION, Plaintiff, v. MILLENNIUM BANK, UNITED TRUST OF SWITZERLAND S.A., UT of S, LLC, MILLENNIUM FINANCIAL GROUP, WILLIAM J. WISE, d/b/a STERLING ADMINISTRATION, d/b/a sterling investment services, d/b/a millennium aviation, KRISTI M. HOEGEL, a/k/a KRISTI M. CHRISTOPHER, a/k/a BESSY LU, JACQUELINE S. HOEGEL, a/k/a JACQULINE S. HOEGEL, a/k/a JACKIE S. HOEGEL, PHILIPPE ANGELONI, and BRIJESH CHOPRA, Defendants, and UNITED T OF S, LLC, STERLING I.S., LLC, MATRIX ADMINISTRATION, LLC, JASMINE ADMINISTRATION, LLC, LYNN P. WISE, DARYL C. HOEGEL, RYAN D. HOEGEL, and LAURIE H. WALTON, Relief Defendants, Case Nos. 09-CV-050-O and 10-MC-0091 (N.D. Texas). A copy of the Court's December 6, 2010 order is available at http://is.gd/inhCIfrom Leagle.com. Among the Receiver's rights is he may place the estate of any non- individual parties in Chapter 11 bankruptcy. As reported in the Troubled Company Reporter-Latin America on March 30, 2009, the U.S. Securities and Exchange Commission obtained an emergency court order halting a US$68 million Ponzi scheme involving the sale of fictitious high-yield certificates of deposit by Caribbean-based Millennium Bank. The SEC alleged that the scheme targeted U.S. investors and misled them into believing they were putting their money in supposedly safe and secure CDs that purportedly offered returns that were up to 321% higher than legitimate bank-issued CDs. The SEC's complaint alleged that William J. Wise of Raleigh, N.C., and Kristi M. Hoegel of Napa, Calif., orchestrated the scheme through Millennium Bank, its Geneva, Switzerland-based parent United Trust of Switzerland S.A., and U.S.-based affiliates UT of S, LLC and Millennium Financial Group. In addition, the SEC has charged Jacqueline S. Hoegel (who is the mother of Kristi Hoegel), Brijesh Chopra, and Philippe Angeloni for their roles in the scheme. US FIDELIS: U.S. Trustee Adds Ion Media to Creditors Panel ---------------------------------------------------------- Nancy J. Gargula, the U.S. Trustee for Region 13, has amended the composition of the Official Committee of Unsecured Creditors in US Fidelis, Inc.'s Chapter 11 case, increasing the members to five from four. The Committee members now include: 1) Ion Media Networks, Inc. Attn: Alicia C. Suarez 810 7th Avenue 31st New York, NY 10019 2) Capital Assurance Risk Retention Group (CARRG), In Receivership Attn: Douglas A. Hartz as Deputy Receiver 4353 Tuller Road, Bldg. L Dublin, OH 43017 3) Coleman Consulting Attn: Frank Pereira, VP 1101 Fifth Street, Suite 345 San Rafael, CA 94901 4) Ashcroft Law Firm Attn: James Pierce 13321 N. Outer 40, Suite 300 St. Louis, MO 63017 5) Rhoderick Beery, III 6415 Winding Ridge Circle Lincoln, NE 68512 The U.S. Trustee has added ION Media Networks, Inc., to the Committee. Wentzville, Missouri-based US Fidelis, Inc., was a marketer of vehicle service contracts developed by independent and unrelated companies. The Company filed for Chapter 11 bankruptcy protection on March 1, 2010 (Bankr. E.D. Mo. Case No. 10-41902). Robert E. Eggmann, Esq., at Lathrop & Gage, assists the Company in its restructuring effort. According to the schedules, the Company had assets of $74,386,836, and total debts of $25,770,655 as of the petition date. US SECURITY: Moody's Gives Positive Outlook; Affirms 'B1' Rating ---------------------------------------------------------------- Moody's Investors Service raised U.S. Security Associates Holdings, Inc.'s ratings outlook to positive from stable. Concurrently, all existing ratings were affirmed including the B1 Corporate Family Rating. The change in ratings outlook to positive from stable reflects considerable improvement in U.S. Security's key credit metrics and Moody's expectation that positive trends in fundamentals will continue over the near term. Since 2008, total outstanding debt has declined modestly while revenue growth and margin expansion have contributed to significantly higher EBITDA. As such, the company has reduced financial leverage to 3.6 times at September 30, 2010, from 4.4 times at the end of 2008, while interest coverage and cash flow have also improved. The B1 CFR is constrained by the company's acquisition strategy, upcoming revolver maturity, the fragmented and highly competitive nature of the security services industry, and resulting low margins. However, U.S. Security's rating benefits from the relatively recession-resistant nature of end market demand for security services. Over the past few years, the company has steadily grown revenue, expanded margins and generated positive cash flow despite a difficult economic environment. The B1 rating continues to reflect U.S. Security's good liquidity profile, highly variable cost structure, national scale and diversified customer base across various end market verticals. The CFR could be raised to Ba3 if U.S. Security maintains its commitment to conservative financial policies; specifically, the ratings could be upgraded if the company continues to grow revenue organically, sustains its good liquidity profile, and maintains financial leverage below 3.5 times and free cash flow to debt above 12%. The outlook or ratings could be lowered if the company makes a material change in the capital structure, such as a levered dividend or debt-financed acquisition, that reduces interest coverage below 2.5 times and increases financial leverage to above 5 times on a sustained basis. Additionally, the outlook could be pressured if business conditions turn negative such that organic revenue growth slows, margins compress, or liquidity deteriorates. Moody's affirmed these ratings (and adjusted the LGD point estimates, as noted): -- Corporate Family Rating, B1 -- Probability of Default Rating, B1 -- $40 million senior secured revolver due May 2012, Ba3 (to LGD3/33% from (LGD3/34%) -- $109 (formerly $135) million senior secured term loan B due 2013, Ba3 (to LGD3/33% from (LGD3/34%) -- $18 (formerly $30) million senior secured acquisition loan due 2013, Ba3 (to LGD3/33% from (LGD3/34%) The previous rating action on U.S. Security occurred on November 20, 2008, when Moody's raised the CFR to B1 from B2. U.S. Security is a leading provider of uniformed security guards in North America. For the twelve months ended September 30, 2010, the company reported revenues of $741 million. VALENCE TECH: Berg & Berg Buys About 3.7 Million Common Stock ------------------------------------------------------------- On December 3, 2010, Berg & Berg Enterprises LLC purchased 3,759,789 shares of Valence Technology Inc. common stock at a price per share of $1.20, the closing bid price of the Company's common stock on December 2, 2010. The aggregate purchase price for the shares was $4,511,746.58. Payment of the purchase price consisted of $2,000,000.00 in cash and surrender of the promissory note issued on October 15, 2010 to Berg and Berg, under which $2,500,000.00 in principal and $11,746.58 in accrued interest was outstanding. The shares were issued in a private placement transaction exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. Under Rule 144 of the Securities Act, these shares are restricted from being traded by Berg & Berg for a period of six months from the date of issuance, unless registered, and thereafter may be traded only in compliance with the volume restrictions imposed by this rule and other applicable restrictions. On Oct 26, 2010, the Company's Board of Directors authorized the Company to engage in financing transactions with Berg & Berg, Carl E. Berg, or their affiliates from time to time in an aggregate amount of up to $10,000,000, if, and when needed by the Company, and as may be mutually agreed. The $2,000,000 share purchase mentioned above was made pursuant to this authorization and following such transaction, $8,000,000 remains available under this authorization. The October 15, 2010 promissory note was made pursuant to an authorization on July 27, 2010 by the Company's Board of Directors to engage in financing transactions with Berg & Berg, Carl E. Berg, or their affiliates from time to time in an aggregate amount of up to $10,000,000, if, and when needed by the Company, and as mutually agreed. The October 15, 2010 promissory note issued to Berg & Berg for $2,500,000 utilized the final amount available under this authorization. The managing member of Berg & Berg is Carl E. Berg, who is the Chairman of the Company's Board of Directors and the principal stockholder of the Company. A full-text of the letter agreement is available for free at http://ResearchArchives.com/t/s?70a3 About Valence Technology Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) -- http://www.valence.com/-- is a global leader in the development of safe, long-life lithium iron magnesium phosphate energy storage solutions and provides the enabling technology behind some of the world's most innovative and environmentally friendly applications. Valence Technology has its Research & Development Center in Nevada, its Europe/Asia Pacific Sales office in Northern Ireland and global fulfillment centers in North America and Europe. The Company's balance sheet at June 30, 2010, showed $22.75 million in total assets, $94.51 million in total liabilities, and a stockholders' deficit of $80.37 million. PMB Helin Donovan LLP expressed substantial doubt about Valence Technology Inc.'s ability as a going concern following the Company's fiscal 2010 results. The Company has incurred operating losses each year since its inception in 1989 and had an accumulated deficit of $581 million as of March 31, 2010. For the fiscal years ended March 31, 2010, 2009, and 2008 the Company sustained net losses available to common stockholders of $23.2 million, $21.4 million, and $19.6 million, respectively. The Company's balance sheet at Sept. 30, 2010, showed $34.19 million in total assets, $36.92 in total current liabilities, $28.87 million in long-term interest payable to stockholder, $34.86 million in long-term debt to stockholder, $118,000 in other long-term liabilities, and a stockholders' deficit of $75.20. VALLEY CITY STEEL: Ohio App. Ct. Reverses Contribution Suit Ruling ------------------------------------------------------------------ The Court of Appeals of Ohio, Ninth District, Medina County, ruled that because VCS Properties LLC and Patrick James were co-sureties of Valley City Steel-7779 LLC's debt, Mr. James is liable to VCS Properties for his contributive share of the note that VCS Properties paid for Valley City Steel-7779. The Court of Appeals reversed the judgment of the Medina County Common Pleas Court and remanded the case for further proceedings. Mr. James and his company, Viking Steel, LLC, joined with Valley City Steel, Co., a subsidiary of Shiloh Industries Inc., to form a joint venture that they named Valley City Steel-7779, LLC. Valley-7779, which changed its name to Valley City Steel, LLC, defaulted on a $4.9 million loan with Comerica Bank in late 2002 and filed a petition for Chapter 11 bankruptcy. A copy of the Hon. Judge Beth Whitmore's December 6, 2010 Decision and Journal Entry is available at http://is.gd/inedkfrom Leagle.com. About Valley City Headquartered in Valley City, Ohio, Valley City Steel, LLC, is a subsidiary of Viking Steel LLC. The Company filed for chapter 11 protection on November 27, 2002 (Bankr. N.D. Ohio Case No. 02-55516). Howard E. Mentzer, Esq., at Mentzer, Vuillemin and Mygrant Ltd., represented the Debtor. When it filed for bankruptcy, the Company reported assets and debts between $10 million and $50 million. VAN ZANT: Case Summary & 4 Largest Unsecured Creditors ------------------------------------------------------ Debtor: Van Zant, LLC 80 Brookside Drive Greenwich, CT 06831 Bankruptcy Case No.: 10-52931 Chapter 11 Petition Date: December 5, 2010 Court: U.S. Bankruptcy Court District of Connecticut (Bridgeport) Judge: Alan H.W. Shiff Debtor's Counsel: Mark M. Kratter, Esq. KRATTER & GUSTAFSON, LLC 71 East Avenue, Suite O Norwalk, CT 06851 Tel: (203) 853-2312 E-mail: laws4ct@aol.com Scheduled Assets: $900,046 Scheduled Debts: $1,320,000 A list of the Company's four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ctb10-52931.pdf The petition was signed by Joseph Gega, member. VERMILLION INC: 3 Directors Reappointed, Incentive Plan Approved ---------------------------------------------------------------- Following the annual meeting of its stockholders on Friday, December 3, 2010, Vermillion, Inc. disclosed that its stockholders approved the reappointment of Gail S. Page, John F. Hamilton and Dr. William C. Wallen as directors of the Company. In addition, shareholders approved the 2010 Stock Incentive Plan and ratified PricewaterhouseCoopers LLP as its independent registered public accounting firm. Gail S. Page joined Vermillion in January 2004. She has been a director since 2005 and currently holds the position of Chief Executive Officer. In this role, she is responsible for leading Vermillion and its development and commercialization of the OVA1(TM) Test. From December 2005 to March 2009, Ms. Page was President and Chief Executive Officer. On March27, 2009, Gail Page was asked to step down as President and Chief Executive Officer to conserve Vermillion's resources due to Vermillion's Chapter 11 bankruptcy filing. In connection with Vermillion's emergence from bankruptcy, however, Ms. Page was reappointed as Chief Executive Officer of Vermillion on February 1, 2010. John F. Hamilton has been a member of the Board of Directors since April 2008. He previously served as Vice President and Chief Financial Officer of Depomed, Inc., from 1997 until his retirement in 2007. Dr. William C. Wallen was appointed to the Board of Directors on February 1, 2010, and serves as Chairman of the Company's Nominating and Governance Committee. He is also a member of Vermillion's Audit Committee and Compensation Committee, and served on its Scientific Advisory Board from April 2006 until February 2010 when he joined the Board of Directors. Dr. Wallen served as the Senior Vice President and Chief Scientific Officer of IDEXX Laboratories, Inc. from September 2003 until his retirement from IDEXX on March 3, 2010. The stockholders also approved the 2010 Stock Incentive Plan, which had been previously approved by the Board of Directors on February 8, 2010. The 2010 Plan will be administered by the Compensation Committee of the Board. The Company's employees, directors, and consultants are eligible to receive awards under the 2010 Plan. The 2010 Plan permits the granting of a variety of awards, including stock options, share appreciation rights, restricted shares, restricted share units, unrestricted shares, deferred share units, performance and cash-settled awards, and dividend equivalent rights. The Company is authorized to issue up to 1,322,983 shares of common stock, par value $0.001 per share under the 2010 Plan, subject to adjustment as provided in the Plan. About Vermillion Vermillion, Inc. -- http://www.vermillion.com/-- is dedicated to the discovery, development and commercialization of novel high- value diagnostic tests that help physicians diagnose, treat and improve outcomes for patients. Vermillion, along with its prestigious scientific collaborators, has diagnostic programs in oncology, hematology, cardiology and women's health. Vermillion is based in Fremont, California. The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del. Case No. 09-11091). Vermillion's legal advisor in connection with its successful reorganization efforts is Paul, Hastings, Janofsky & Walker LLP. At September 30, 2008, the Debtor had $7,150,000 in total assets and $32,015,000 in total liabilities. In January 2010, Vermillion successfully emerged from protection with all creditors receiving 100 percent of allowed claims and with the common stock being fully restated. VION PHARMACEUTICALS: Court OKs Sale of Triapine for $25,000 ------------------------------------------------------------ The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware has authorized U.S. Bank, N.A., the liquidating trustee to the liquidating trust of Vion Pharmaceuticals, Inc., to sell substantially all assets related to the Debtor's pharmaceutical product Triapine to Nanotherapeutics, Inc., free and clear of liens, claims, encumbrances, and other interests. As reported by the Troubled Company Reporter on June 29, 2010, the Debtor was selling its anticancer assets in a post-plan confirmation transaction. Of its anticancer assets, Triapine, was evaluated in various trials sponsored by the National Cancer Institute. The assets will be sold to Nanotherapeutics for an aggregate purchase price of $25,000. The Liquidating Trustee is authorized to assume and assign the Pason License Agreement. New Haven, Connecticut-based Vion Pharmaceuticals Inc. is a developer of cancer drug therapies. Vion Pharmaceuticals filed for Chapter 11 bankruptcy protection on December 17, 2009 (Bankr. D. Del. Case No. 09-14429). Christopher M. Samis, Esq., and John Henry Knight, Esq., at Richards, Layton & Finger, P.A., assist the Company in its restructuring effort. Roth Capital Partners, LLC, assisted the Debtor with the sale of all or key assets during the Chapter 11 proceeding. The Company estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. VITESSE SEMICONDUCTOR: Lowers Net Loss to $20-Mil. in Fiscal 2010 ----------------------------------------------------------------- Vitesse Semiconductor Corporation filed its annual report on Form 10-K, reporting a net loss of $20.06 million on $165.99 million of net revenues for the fiscal year ended Sept. 30, 2010, compared with a net loss of $194.12 million on $168.17 million of net revenues for the fiscal year Sept. 30, 2009. The Company's balance sheet at Sept. 30, 2010, showed $97.52 million in total assets, $118.73 million in total liabilities, and a stockholders' deficit of $21.21 million. A full-text copy of the annual report on Form 10-K is available for free at http://ResearchArchives.com/t/s?7080 About Vitesse Based in Camarillo, California, Vitesse Semiconductor Corporation (Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs, develops and markets a diverse portfolio of semiconductor solutions for Carrier and Enterprise networks worldwide. In October 2009, Vitesse completed a debt restructuring transaction that resulted in the conversion of 96.7% of the Company's 2024 Debentures into a combination of cash, common stock, Series B Preferred Stock and 2014 Debentures. With respect to the remaining 3.3% of the 2024 Debentures, Vitesse settled its obligations in cash. Additionally, Vitesse repaid $5.0 million of its $30.0 million Senior Term Loan, the terms of which were amended as part of the debt restructuring transactions. W E GARRISON: IRS Has No Interest in Travelers' Funds ----------------------------------------------------- Travelers Casualty and Surety Company of America, v. United States of America, Case No. 09-CV-976 (M.D. N.C.), alleges wrongful levy by the Internal Revenue Service and requests a judgment for $71,724.16, plus interest, attorney's fees and the $100 bank fee imposed by Wachovia National Bank. Travelers acted as surety on payment and performance bonds for W. E. Garrison Company, Inc. Pursuant to an indemnity agreement in favor of Travelers, Garrison assigned Travelers a security interest in all contract funds on projects for which Travelers agreed to provide bond. Travelers established a joint control trust account with Garrison at Wachovia National Bank. The account was set up to receive payment of contract funds on Garrison's projects that Travelers indemnified. Garrison filed for bankruptcy in 2004. Garrison submitted a Plan of Reorganization which addressed claims by both Travelers and the IRS. Under the proposed Plan, the funds in the Trust Account were to remain the sole property of Travelers, which would retain the Trust Account funds as an offset to the debt that Garrison owed Travelers. The Plan also addressed and proposed treatment of the IRS claims for taxes to be levied against Garrison. Under the Plan, the IRS' secured claim was to be paid by quarterly payments by the Debtor for 120 months. On June 1, 2005, a confirmation hearing on the Plan was conducted by the bankruptcy court, and the Plan was confirmed by order dated August 24, 2005. After confirmation, the IRS delivered a Notice of Levy to Wachovia for a prepetition assessment of taxes that Garrison owed, totaling $71,724.16 for the tax period ending June 30, 2004. The Notice requested funds from a specific Wachovia account in the name of Travelers. On July 22, 2008, Wachovia debited the entire amount of the levy, plus a non-refundable processing fee against another, separate account in the name of Travelers. Travelers requested IRS to release the levy. IRS declined, asserting it was entitled to levy on the Trust Account and to apply the Funds to Garrison's tax liability. Magistrate Judge Wallace W. Dixon sides with Travelers. According to Judge Dixon, Garrison had no interest in the Funds, which, under the bankruptcy order, were never part of the bankruptcy estate. Judge Dixon notes that at all times Travelers, not Garrison, had control over the Funds. The IRS was a party to the bankruptcy proceeding and was on notice as to the order. The time for objection to the order, and the treatment of the Funds, was at the time the order was entered, or through an appeal of the order approving the bankruptcy plan. The IRS does not dispute that it neither objected to nor appealed the order. As such, the IRS is barred from now asserting that anyone other than Travelers has a right to the Funds. A copy of the Court's December 1, 2010 Memorandum Opinion and Recommendation is available at http://is.gd/inPU2from Leagle.com. Based in Garner, North Carolina, W.E. Garrison Company, Inc., fka W.E. Garrison Grading Company, is a highway, utility and site preparation contractor, with its principal place of business located in Wake County. It filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No. 04-03582) on October 4, 2004. Judge A. Thomas Small presided over the case. Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., served as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and debts. WASHINGTON MUTUAL: Funds Defend Securities Suit ----------------------------------------------- Bankruptcy Law360 reports that in a preamble to Washington Mutual Inc.'s Chapter 11 plan confirmation hearing, a group of hedge funds on Wednesday defended their suit seeking to claw back $4 billion in securities that are to be transferred from WaMu to JP Morgan Chase & Co. as part of the reorganization plan. Meanwhile, according to American Bankruptcy Institute, Washington Mutual urged the bankruptcy court to approve a $10 billion deal to end its bankruptcy on Friday even as it sought to prevent the release of privileged information sought by shareholders. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns 100% of the equity in WMI Investment. When WaMu filed for protection from its creditors, it disclosed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment estimated assets of $500,000,000 to $1,000,000,000 with zero debts. WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal & Manges LLP in New York City; Mark D. Collins, Esq., at Richards, Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP. Fred S. Hodera, Esq., at Akin Gump Strauss Hauer & Fled LLP in New York City and David B. Stratton, Esq., at Pepper Hamilton LLP in Wilmington, Del., represent the Official Committee of Unseucred Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the Equity Committee. Stacey R. Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent JP Morgan Chase, which acquired WaMu's assets prior to the Petition Date. WASTE2ENERGY HOLDINGS: Defaults on 12% Sr. Convertible Debentures ----------------------------------------------------------------- On November 30, 2010, a total of $533,800 of principal amount of Waste2Energy Holdings Inc.'s 12% Senior Convertible Debentures became due. Additionally, on December 4, 2010, a total of $400,000 of principal amount of the Company's 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 shall become at the election of the holder of the Debenture 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 Debenture, the interest rate on the Debenture will accrue at an interest rate equal to the lesser of 17% per annum or the maximum rate permitted under applicable law. As used in the Debentures, Mandatory Default Amount means the sum of: a) the outstanding principal amount of the Debenture, plus all accrued and unpaid interest hereon, divided by the Conversion Price of the Debenture 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 this Debenture. Subject to the terms of the Debenture, the VWAP is the most recent bid price per share of the Common Stock reported in the "Pink Sheet" published by Pink OTC Markets Inc. 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. WB SANCTUARY: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: WB Sanctuary Development Partners, LP c/o Micheal W. Bishop Looper Reed & McGraw, P.C. 1601 Elm Street, Suite 4600 Dallas, TX 75201 Tel: (214) 954-4135 Bankruptcy Case No.: 10-41169 Chapter 11 Petition Date: December 6, 2010 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Marvin Isgur Debtor's Counsel: Micheal W. Bishop, Esq. LOOPER REED 4600 Thanksgiving Tower 1601 Elm Street Dallas, TX 75201 Tel: (214) 954-4135 E-mail: mbishop@lrmlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by David R. Glunt, president of WB Sanctuary GP, LLC, general partner. The Company did not file a list of creditors together with its petition. WECK CORP: American Retail Flagship Acquires Gracious Home ---------------------------------------------------------- Gracious Home has been sold to American Retail Flagship Fund, LLC, effective December 3, 2010. Terms of the deal were not disclosed. Aaron Elstein, writing for Crain's New York Business, reports the new owners, American Flagship Retail Fund, consist of several investors with experience in real estate and retailing. They include Isidore Mayrock, a former principal partner of Fortunoff, which his family founded in 1923 and sold five years ago. Other investors include Frank Sciame and John Randolph, principals of Sciame Development Inc., the real estate development arm of F.J. Sciame Construction Co. "We look forward to working with the Gracious Home team and using our resources, and financial, real estate and retailing acumen to further develop the company, and serve our customers by building on the heritage and culture of wonderful service and exceptional quality the original founders have brought to discerning New Yorkers since 1963," said American Flagship Retail partner Joel Kier in a statement, according to Crain's. Mr. Elstein reports that the deal marks the end of the Wekselbaum family's 47-year ownership of Gracious Home, which they founded after emigrating from Cuba. About Gracious Home Gracious Home is a 45-year old legendary New York City home furnishings retailer that filed for bankruptcy (Bankr. S.D.N.Y. Case No. 10-14349) on August 13, 2010. The Weck Corp., which does business as Gracious Home, listed between $10 million and $50 million of both assets and liabilities. Affiliates Weck Chelsea, LLC (Bankr. S.D.N.Y. Case No. 10-14353), Gracious Home.com, LLC (Bankr. S.D.N.Y. Case No. 10-14351), and West Weck, LLC (Bankr. S.D.N.Y. Case No. 10-14350) filed separate Chapter 11 petitions on August 13, 2010. Mark T. Power, Esq., at Hahn & Hessen LLP, assists the Debtor in its restructuring effort. Triton Equity Partners LLC acted as the Debtor's investment banker, financial, restructuring and real estate advisor. Representing the Official Unsecured Creditor's Committee was Lowenstein Sandler PC as bankruptcy counsel and BDO USA, LLP as financial advisor. WES CONSULTING: Reports 29% Growth in Sales Revenue --------------------------------------------------- On December 6, 2010, WES Consulting Inc. said it will mail to shareholders a letter from Louis S. Friedman, its chief executive officer. Friedman's letter states, "I believe that the first quarter of fiscal 2011 (the three months ended September 30, 2010) marked a turning point in your Company's development. Despite reporting a loss for the first quarter, we experienced a 29% growth in sales revenue, year-over-year. This marks the fourth consecutive quarter of double-digit revenue growth after the 38% growth during the fourth quarter, the 11% growth during the third quarter and the 12% growth in the second quarter." A full-text copy of the Letter to Shareholders is available for free at http://ResearchArchives.com/t/s?70a7 About WES Consulting Atlanta, Ga. - based WES Consulting, Inc. (OTC BB: WSCU) was incorporated February 25, 1999, in the State of Florida. Until October 19, 2009, the Company was in the business of consulting and commercial property management. On October 19, 2009, the Company entered into a Merger and Recapitalization Agreement with Liberator, Inc., a Nevada corporation. Pursuant to the Agreement, Liberator merged with and into the Company, with the Company surviving as the sole remaining entity. The Merger has been accounted for as a reverse merger. The Company is a designer and manufacturer of various specialty furnishings for the sexual wellness market. The Company's sales and manufacturing operation are located in the same facility in Atlanta, Georgia. Sales are generated through the internet and print advertisements. Gruber & Company, LLC, in Lake Saint Louis, Mo., expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company incurred a net loss of $1.0 million and $3.6 million for the years ended June 30, 2010, and 2009, respectively, and as of June 30, 2010, the Company had an accumulated deficit of $6.2 million and a working capital deficit of $676,989. WEST LAND: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: West Land Company, LLC P.O. Box 38 Byromville, GA 31007 Bankruptcy Case No.: 10-54080 Chapter 11 Petition Date: December 6, 2010 Court: U.S. Bankruptcy Court Middle District of Georgia (Macon) Debtor's Counsel: Wesley J. Boyer, Esq. KATZ, FLATAU, POPSON AND BOYER, LLP 355 Cotton Avenue Macon, GA 31201 Tel: (478) 742-6481 E-mail: wjboyer_2000@yahoo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The list of unsecured creditors filed together with its petition does not contain any entry. The petition was signed by Daniel B. West, Sr. WHITTON CORPORATION: Case Summary & 12 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Whitton Corporation fdba South Tech Brooks 2750, LLC Desert Pacific Properties, L.L.C. South Tech Partners, LLC South Tech Real Estate Services, LLC South Tech-Polaris, LLC South Tech Dean Martin 7625, LLC South Tech Annie Oakley, LLC TEH Investments, LLC South Tech Seven Hills, LLC South Tech Construction Corp. South Tech Cheyenne 2475, LLC South Tech Cheyenne West 2455A LLC South Tech Kleppe, LLC South Tech Stephanie 1000, LLC South Tech Development, LLC South Tech-Russell, LLC South Tech Glendale 155, LLC South Tech Greg, LLC South Tech - Rio, LLC South Tech - Diablo, LLC 1999 Whitney Mesa, Suite 120 Henderson, NV 89014 Bankruptcy Case No.: 10-32680 Chapter 11 Petition Date: December 5, 2010 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Bruce A. Markell Debtor's Counsel: Brett A. Axelrod, Esq. FOX ROTHSCHILD LLP 3800 Howard Hughes Parkway, Suite 500 Las Vegas, NV 89169 Tel: (702) 262-6899 Fax: (702) 597-5503 E-mail: baxelrod@foxrothschild.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Tom E. Hallett, president. Debtor's List of 12 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ LSREF2 Nova Investments, LLC 835 and 855 Seven $8,000,000 Cushman Wakefield, Receiver Hills Drive 4435 Eastgate Mall, Suite 200 San Diego, CA 92121 LSREF2 Nova Investments, LLC 100 Stephanie $3,672,574 Cushman Wakefield, Receiver Street 4435 Eastgate Mall, Suite 200 San Diego, CA 92121 Bank of America 3950 E. Sunset $3,596,743 222 North LaSalle Street, 17th Floor Chicago, IL 60601 German American Capital 1220 and 1250 $3,314,710 Corporation Glendale 222 Kearny Street, Suite 600 San Francisco, CA 94108 LSREF2 Nova Investments, LLC 2455 W. Cheyenne $2,799,293 Cushman Wakefield, Receiver 4435 Eastgate Mall, Suite 200 San Diego, CA 92121 Bank of Las Vegas 2475 Cheyenne $2,714,213 1700 W. Horizon Ridge Parkway, Suite 101 Henderson, NV 89012 U.S. Bank National Association 1215 and 1275 $2,667,011 1601 Washington Avenue, Suite 700 Kleppe Land and Miami Beach, FL 33139 1455 Deming Way German American Capital 155 Glendale Ave. $2,479,004 Corporation 222 Kearny Street, Suite 600 San Francisco, CA 94108 LSREF2 Nova Investments, LLC 5480 S. Valley View $2,178,621 Cushman Wakefield, Receiver Boulevard 4435 Eastgate Mall, Suite 200 San Diego, CA 92121 German American Capital 2750 W. Brooks Ave. $2,017,153 Corporation VOIT R.E. 10100 W. Charleston Boulevard, Suite 200 Las Vegas, NV 89135 LSREF2 Nova Investments, LLC 7625 Dean Martin $1,977,539 Cushman Wakefield, Receiver 4435 Eastgate Mall, Suite 200 San Diego, CA 92121 LSREF2 Nova Investments, LLC 5720 and 5770 $1,815,520 Cushman Wakefield, Receiver Russell Road 4435 Eastgate Mall, Suite 200 San Diego, CA 92121 WINCOPIA FARMS: U.S. Trustee Wants Case Dismissed or Converted -------------------------------------------------------------- Wincopia Farms LP and the U.S. Trustee for the District of Maryland inked a stipulation giving Wincopia until December 9, 2010, to respond to a motion by the U.S. Trustee to either dismiss its Chapter 11 case or to convert it to a Chapter 7 case. The motion was filed by the U.S. Trustee following Wincopia's failure to pay its quarterly fees and file its monthly operating reports on a current basis. A copy of the stipulation, dated November 23, 2010, is available at http://is.gd/ifv2Nfrom Leagle.com. Based in Laurel, Maryland, Wincopia Farms, L.P. -- http://wincopiafarmsinc.com/-- is an agricultural supplier. It filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 07-15899) on June 28, 2007. Judge James F. Schneider presides over the case. Alan M. Grochal, Esq. -- agrochal@tydingslaw.com -- at Tydings & Rosenberg LLP serves as the Debtor's counsel. Alan Michael Noskow, Esq., at Patton Boggs, L.L.P., McLean, Virginia, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $100 million in both assets and debts. WINWARD INSTITUTE: Appeals Court Affirms Ruling in Tax Case ----------------------------------------------------------- The U.S. Court of Appeals for the Fifth Circuit affirmed a district court's order granting summary judgment in favor of the Internal Revenue Service. The district court oversees the lawsuit filed by the IRS against the owners of Mynex, Winward Institute and Winward Health Care Center. Also involved in the lawsuit is Samuel Stevens III, the vice-president of finance for Mynex. The district court had granted summary judgment in favor of the IRS, finding that Mr. Stevens and the owners willfully failed to pay withholding taxes to the agency. The defendants, however, took an appeal to the Court of Appeals to reconsider the district court's decision. The Court of Appeals in its ruling held that Mr. Stevens and the owners became aware of the tax deficiencies in 1997. In the spring of 1998, the Hospital's creditors filed an involuntary bankruptcy petition under Chapter 7 of the Bankruptcy Code, which was later converted to a voluntary Chapter 11 proceeding. After the filing, the owners learned that Mr. Stevens had failed to correct the payroll tax deficiencies. The Hospital continued as a debtor-in-possession until a Chapter 11 trustee was appointed in the summer of 1998. The bankruptcy was subsequently converted back to a Chapter 7 proceeding and was terminated in 2006. "Despite this knowledge, the companies continued to make payments to employees and outside creditors. The owners continued to sign checks presented to them by the accounting department for payments to creditors," the Court of Appeals said in an order dated November 22, 2010. "These are precisely the kinds of actions that we have found to demonstrate willfulness under Section 6672(a)," the Court of Appeals said. Section 6672(a) of the Internal Revenue Code authorizes the U.S. government to assess the full amount of taxes due against a corporation's responsible officers in the form of a penalty in case a corporate employer neglects to pay the required taxes. The Court of Appeals also said that Mr. Stevens was "intimately involved in the process of determining and paying the payroll taxes," which makes him a responsible person within the meaning of Section 6672(a). A copy of the Court of Appeals' order, dated November 22, 2010, is available at http://is.gd/iilw8from Leagle.com. W.R. GRACE: Amends GR 2008 Asset Purchase Agreement --------------------------------------------------- W.R. Grace & Co. and its debtor affiliates submitted a revised asset purchase agreement in connection with GR 2008 LLC to accommodate minor edits identified by the Official Committee of Unsecured Creditors and the selling parties. As reported in the TCR on November 11, 2010, the Debtors seek authority from Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the District of Delaware to acquire all or substantially all of the assets of a small start-up technology company. The Debtors withheld the name of the seller to protect the confidentiality of the proposed transaction. The Seller's assets include its 50% limited liability company interest in GR 2008 LLC, an Ohio limited liability, of which Debtor W.R. Grace & Co.-Conn. owns the other 50% limited liability company interest. The primary changes contained in the revised APA are: -- the identification of certain schedules, and other references have been modified; -- certain definitions have been revised or modified to clarify or further delineate matters; -- the description and mechanics of the "Earnout Payments" as defined in the APA has been clarified; -- dates have been modified to reflect the passage of time; -- a few provisions have been added or modified with respect to Seller's representations; and -- a new section has been added regarding tax matters. The APA was filed in redacted form. The Debtors also noted that no objections to the motion were filed by the November 26, 2010 objection deadline. 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: Wants Disallowance of N.Y. Hillside Claim ----------------------------------------------------- W.R. Grace & Co. and its debtor affiliates object to, and ask the Bankruptcy Court to disallow, Claim No. 2114 filed by N.Y. Hillside, Inc. According to the Debtors, N.Y. Hillside seeks to collect twice for the same alleged liability: once in 2001 from Samson Hydrocarbons Corporation, the successor to Grace Petroleum Corporation; and now from the Debtors. N.Y. Hillside, the Debtors assert, has already been paid on the alleged liability by Samson pursuant to a settlement agreement executed in 2001. That agreement, according to the Debtors, explicitly released GPC from any liability associated with the Claim. As a result of Samson's payment to N.Y. Hillside, Samson has asserted an indemnity claim against W.R. Grace & Co. pursuant to a sale agreement between Grace and Samson. The Debtors assert that they have no relationship with or obligation to pay N.Y. Hillside on the claim and N.Y. Hillside is not entitled to be paid twice. As a result, the Debtors ask the Court to disallow Claim No. 2114 in its entirety. 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: To Sell Greenville Property for $778,100 ---------------------------------------------------- W.R. Grace & Co. and its debtor affiliates notified the Bankruptcy Court that they propose to sell certain unused real property located in Greenville County, South Carolina, for $778,100. The Property to be sold consists of an approximately 40.80-acre tract of land located along U.S. Highway 25 Bypass and S.C. Road S-88 in the County of Greenville, South Carolina. The Debtors propose to sell the Property pursuant to a third amended agreement for the purchase and sale of real estate dated August 31, 2010, with The Furman University Foundation, Inc. In addition, the Property consist of a vacant piece of excess real estate that was the former site of the Debtors' plant for the production of vermiculite-based horticultural growing media, vermiculite-based concrete products, and the storage of vermiculite ore. In that regard, the Property formerly received shipments of vermiculite ore/concentrate from Grace's mining operations in Enoree, South Carolina. The Property also contains a retention pond and dam/dike. 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 INC: S&P Raises Corporate Credit Rating to 'B+' ------------------------------------------------------ Standard & Poor's Ratings Services said it raised its ratings on Grand Rapids, Michigan-based color solutions provider X-Rite Inc. S&P raised the corporate credit rating to 'B+' from 'B'. At the same time, because of the higher corporate credit rating, S&P raised the issue-level rating on the company's first-lien facility to 'BB-' from 'B+'. The recovery rating on the debt remains '2'. The company has repaid its second-lien facility. "The upgrade reflects an overall recovery in the company's markets, traction from new products, and particular improvement in X-Rite's European markets," explained Standard & Poor's credit analyst Jennifer Pepper. The company has also reduced debt, repaying its second-lien debt, resulting in reduced leverage. Z TRIM HOLDINGS: Reports Record Output in September to November --------------------------------------------------------------- Trim Holdings Inc. recorded in the months of September, October and November 2010 its best three months of manufacturing output in its history. Further, the product produced in this period has all been sold. "As demand for our products continues to increase, our primary focus continues to be to quickly expand our manufacturing capacity," said Steve Cohen, Z Trim CEO. "We have plans to more than double our current capacity in our present facility, while simultaneously looking for the right contract manufacturer to increase our capacity more than tenfold." About Z Trim Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food ingredient company which provides custom product solutions that help answer the food industry's problems. Z Trim's revolutionary technology provides value-added ingredients across virtually all food industry categories. Z Trim's all-natural products, among other things, help to reduce fat and calories, add fiber, provide shelf-stability, prevent oil migration, and add binding capacity -- all without degrading the taste and texture of the final food products. The Company's balance sheet as of June 30, 2010, showed $4.4 million in total assets, $14.8 million in total liabilities, and a stockholders' deficit of $10.4 million. As reported in the Troubled Company Reporter on April 12, 2010, M&K, CPAs, PLLC, in Houston, expressed substantial doubt about the Company's ability to continue as a going concern, following its 2009 results. The independent auditors noted that the Company has suffered recurring losses from operations and requires additional financing to continue in operation. The Company discloses in its latest 10-Q that it does not expect or anticipate that its concerns over its ability to continue as a going concern will have any impact on its ability to raise capital from internal and external sources. * Bankruptcies Through November Already Match 2009 -------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that bankruptcy filings in the U.S. through November are almost even with the approximately 1.45 million filed in all of 2010. If the pace of filings continues through December, 2010 will have about 1.58 million, or 9 percent more than 2009. Mr. Rochelle, citing data compiled by Epiq Systems Inc., said 2010 is destined to have the most bankruptcy filings since 2006, the year after bankruptcy laws were tightened. Mr. Rochelle notes of more consumer filings and fewer Chapter 11s this year. He relates that Chapter 11 filings, where larger companies reorganize or liquidate, are on track to number less than 14,000, or 9% fewer than last year. Commercial bankruptcies, which principally include liquidations in Chapter 7, are destined to number slightly fewer than 86,000 this year, a 4% decline from 2009. * Equifax Study Shows Small Business Bankruptcies Rise and Fall --------------------------------------------------------------- Equifax disclosed the results of its Q3 2010 study on the state of small business bankruptcy -- a key indicator of the financial health of business markets across the United States. Analyzing bankruptcy trends among the nation's more than 24 million small businesses, Equifax found that the Western regions continue to experience economic turbulence with some decrease in bankruptcy rates across select MSA's in California, Texas and Illinois. While bankruptcies have slowed in some regions, small business economic challenges continue to pressure many areas and impact the pace of recovery in certain markets. "Our analysis on small business bankruptcy continues to indicate ongoing uncertainty in today's marketplace," said Dr. Reza Barazesh, senior vice president, Equifax Commercial Information Solutions. "While business bankruptcies have begun to reverse course in some regions, it remains to be seen how small firms will steer through economic headwinds and sustain growth." Focusing on the Q3 2009 to Q3 2010 timeframe, this Equifax study analyzed national bankruptcy trends by metropolitan statistical area (MSA). While bankruptcy rates remain high across the nation, 11 of the top 15 MSA's with the highest number of small business bankruptcies in Q3 2010 saw a year-over-year decline from Q3 2009. The table below shows that the Los Angeles, San Bernandino and Santa Ana MSA's experienced year-over-year bankruptcy rate increases while areas such as San Diego and Oakland reported double-digit declines year-over-year in Q3 2010 -- a striking development considering California's economic challenges. Another interesting finding, the Atlanta/Sandy Springs/Marietta and Chicago/Naperville/Joliet MSA's saw a bankruptcy rate decrease of 26.75% and 16.67% respectively. MSA Bankruptcy Bankruptcy % of Change Total Q3 Total Q3 2009 2010 ----- ---- ----- ----- Los Angeles-Long Beach -Glendale, CA 1051 1099 4.57% Riverside-San Bernardino -Ontario, CA 759 835 10.01% Sacramento-Arden-Arcade -Roseville 557 484 -13.10% Santa Ana-Anaheim-Irvine, CA 417 428 2.64% Denver-Aurora, CO 400 415 3.75% Houston-Sugar Land-Baytown, TX 408 383 -6.13% San Diego-Carlsbad-San Marcos CA 430 379 -11.86% Portland-Vancouver-Beaverton, OR-WA 398 375 -5.78% California -- Rest of State 353 349 -1.13% Dallas-Plano-Irving, TX 384 326 -15.10% New York-White Plains-Wayne, NY-NJ 321 316 -1.56% Chicago-Naperville-Joliet, IL 378 315 -16.67% Atlanta-Sandy Springs-Marietta, GA 402 296 -26.37% Oakland-Fremont-Hayward, CA 331 291 -12.08% Oregon -- Rest of State 283 279 -1.41% ---- ----- ----- TOTAL 6870 6567 -4.41% While the total number of bankruptcies among the top 15 MSA's with the highest number of small business bankruptcies in Q3 2010 declined 4.41% from 6,870 in Q3 2009 to 6,567 in Q3 2010, economic instability continues to impact many of these areas. Equifax data shows that 9 of the top 15 MSA's reported a year-over-year increase in bankruptcy when comparing the first three quarters of 2009 to the same time period in 2010. Further analysis of this time period revealed that the total number of petitions for these 15 MSA's dropped by 1.23% -- signaling a nominal decline in overall bankruptcy rate. MSA Q1 - Q3 2009 Q1 - Q3 2010 % of Change Total Total Bankruptcies Bankruptcies --- ------------ ------------ ------------ Los Angeles-Long Beach-Glendale, CA 2922 3338 14.24% Riverside-San Bernardino-Ontario, CA 2180 2379 9.13% Sacramento-Arden-Arcade-Roseville 1624 1548 -4.68% Santa Ana-Anaheim-Irvine, CA 1178 1210 2.72% Denver-Aurora, CO 1111 1247 12.24% Houston-Sugar Land-Baytown, TX 1163 1230 5.76% San Diego-Carlsbad-San Marcos CA 1169 1175 0.51% Portland-Vancouver-Beaverton, OR-WA 1076 1153 7.16% California -- Rest of State 965 1057 9.53% Dallas-Plano-Irving, TX 1146 1024 -10.65% New York-White Plains-Wayne, NY-NJ 1039 896 -13.76% Chicago-Naperville-Joliet, IL 1554 945 -39.19% Atlanta-Sandy Springs-Marietta, GA 1162 884 -23.92% Oakland-Fremont-Hayward, CA 985 855 -13.20% Oregon -- Rest of State 858 943 9.91% ------------ ------------ ------------ TOTAL 20,132 19,884 -1.23% As part of the study, Equifax also analyzed the 15 metro areas with the fewest small business bankruptcy filings in the third quarter of 2010. Our research showed that 10 out of these15 MSA's experienced a decrease in the number of bankruptcy petitions from Q2 2010 to Q3 2010 as well as year-over-year. The table below shows that all of these MSA's reported 11 bankruptcies or less during Q3 2010. MSA Bankruptcy Bankruptcy Bankruptcy Total Q3 Total Q2 Total Q3 2009 2010 2010 ----- ----------- ---------- -------- Lynchburg, VA 13 5 11 Huntington-Ashland, WV-KY-OH 17 8 11 Davenport-Moline-Rock Island, IA-IL 12 15 11 Corpus Christi, TX 21 24 11 Alaska - Rest of State 6 11 11 Lafeyette, LA 8 17 10 Clarksville, TN-KY 13 10 10 Gainesville, Fl. 3 9 8 Durham, NC 26 10 8 Trenton-Ewing, NJ 10 13 7 Shreveport-Bossier City, LA 13 12 7 Charleston, WV 3 7 7 South Bend-Mishawaka, IN-MI 3 15 6 Kingsport-Bristol, TN-VA 7 10 6 Amarillo, TX 10 6 5 ----------- ---------- -------- TOTAL 165 172 129 For this study, Equifax applied analytics to identify the total number of small businesses and define the MSA's within the sample population. Equifax classifies a small business as a commercial entity of less than 100 employees. As part of the study, Equifax analyzed Chapter 7, 11 and 13 filings. Chapter 7 is a liquidation proceeding in which a debtor receives a discharge of all debts, while Chapters 11 and Chapter 13 are reorganization bankruptcies that allow individuals and companies to pay off debt over a set period of years. To learn more about Equifax Small Business Solutions, visit http://www.equifaxsmallbusiness.com. Equifax -- http://www.equifax.com-- empowers businesses and consumers with information they can trust. A global leader in information solutions, we leverage one of the largest sources of consumer and commercial data, along with advanced analytics and proprietary technology, to create customized insights that enrich both the performance of businesses and the lives of consumers. * Moody's: Global Default Rate Fell to 3.3% in November 2010 ------------------------------------------------------------ The trailing 12-month global speculative-grade default rate dropped to 3.3% in November 2010, down from a level of 3.7% in October, said Moody's Investors Service in a new report. A year ago, the global default rate stood much higher at 13.6%. The ratings agency's default rate forecasting model now predicts that the global speculative-grade default rate will fall to 2.9% by the end of this year before declining further to 1.8% by November 2011. "We continue to expect stable, low default rates for the near future," said Albert Metz, Moody's Director of Credit Policy Research. "However, there are risks that defaults may increase, particularly if financing becomes scarce in the European markets." In the U.S., the speculative-grade default rate edged lower from 3.6% in October to 3.5% in November. At this time last year, the U.S. default rate reached the highest level in this cycle at 14.7%. Meanwhile, the European default rate among speculative- grade issuers declined to 1.9% in November from 2.8% in October 2010. The default rate in Europe stood at 11.5% in November 2009, which was also the peak in the financial crisis. Among U.S. speculative-grade issuers, Moody's forecasting model foresees the default rate falling to 3.1% by December 2010, then sliding further to 2.1% a year from now. In Europe, Moody's forecasting model projects the speculative-grade default rate to end this year at 2.0% before dropping to 1.2% in November next year. A total of seven Moody's-rated corporate debt issuers have defaulted in November, which sends the year-to-date default count to 52. In comparison, a total of 257 defaults were recorded in the comparable time period last year. All of November's defaults were by North American issuers except for Anglo Irish Bank Corporation Limited, which is based in Ireland. Across industries over the coming year, default rates are expected to be highest in the Hotel, Gaming, & Leisure sector in the U.S. and Media: Advertising, Printing and Publishing sector in Europe. Measured on a dollar volume basis, the global speculative-grade bond default rate remained unchanged at 1.4% from October to November. Last year, the global dollar-weighted default rate was noticeably higher at 19.6% in November 2010. In the U.S., the dollar-weighted speculative-grade bond default rate ended at 1.3% in November, up from the level of 1.1% in October. The comparable rate was 20.1% in November 2009. In Europe, the dollar-weighted speculative-grade bond default rate fell to 1.7% in November from 2.4% in October. At this time last year, the European speculative-grade bond default rate was 14.0%. Moody's speculative-grade corporate distress index -- which measures the percentage of rated issuers that have debt trading at distressed levels -- came in at 11.5% in November, down from a level of 14.1% in October. A year ago, the index was much higher at 24.2%. In the leveraged loan market, three Moody's-rated loan issuers defaulted in November, lifting the year-to-date loan default count to 22. The trailing 12 month U.S. leveraged loan default rate fell from 3.6% in October to 3.3% in November. A year ago, the loan default rate stood much higher at 12.0%. Moody's "November Default Report" is now available -- as are Moody's other default research reports -- in the Ratings Analytics section of Moodys.com. * Gerson Law Firm Apc Charts Coast to Coast Receivership Cases -------------------------------------------------------------- Gerson Law Firm Apc obtained a receiver in Palmdale, CA for a multifamily property during the last week of November, according to Gordon L. Gerson, managing principal of GERSON LAW FIRM, a six- lawyer law firm based in San Diego. Gerson Law Firm also coordinated with local counsel in Arizona obtaining orders to have receivers put in place for multifamily properties in Phoenix and Tucson, and also coordinated with local counsel in Nevada to have a receiver put in place on a multifamily property in Las Vegas. Gerson Law Firm is also working with local counsel on pending receivership matters in Oregon, Texas, Atlanta and Florida. "Gerson Law Firm has maintained a national practice on loan originations for almost 15 years," said Gerson. "In this economic cycle, we have continued to represent clients who have trust and confidence in us to manage their receivership litigation and foreclosures not only in California, but other states nationwide, by coordinating with local counsel." Gerson said that Gerson Law Firm is unique among law firms in that perhaps no other firm of its size in the country has a nationwide practice primarily focused on the needs of financial institutions. Gerson Law Firm's financial institutions practice exceeds that of most national and regional law firms' offices located on the west coast. Unique to this economic cycle is the extent to which GERSON LAW FIRM clients are seeking to have their receivers sell mortgaged properties as opposed to attempting to sell at foreclosure sales or as REO post foreclosure. Among reasons, (i) it is faster and more efficient with respect to problem asset disposition, (ii) avoids lenders being in the chain of title and concomitant problems arising, and (iii) avoids the need for lenders to operate the property post foreclosure if there are no buyers at foreclosure sale. Gerson Law Firm Apc represents clients on all matters real estate and business related, both transactional and litigation. Gerson Law Firm is nationally recognized for its representation of some of the nation's largest lenders on loan closings, special servicing, and enforcement proceedings throughout the United States. Gerson Law Firm's practice includes representing lenders closing loans under Fannie Mae's DUS Lending Program and Freddie Mac's Program Plus for multifamily investments. Gerson Law Firm represents major national banks, life insurance companies, and private funds in all matters lending related, including originations and loss mitigation strategies, for hotels, office buildings, shopping centers, multifamily and construction. * McDonald Hopkins Taps Quinlisk as Chair of Securities Practice ---------------------------------------------------------------- Business attorney, Edward G. Quinlisk, has been appointed chair of the Securities Practice at McDonald Hopkins LLC, a business advisory and advocacy law firm. Before joining the firm's Chicago office in November, Quinlisk was a partner with the Jenner & Block law firm. Quinlisk has worked on a variety of transactions, such as private placements, public stock offerings, registered split-offs, shelf registrations, Rule 144A placements, tender offers and going- private transactions. He is the co-author of the "Corporate Communications" chapter of the Illinois Institute for Continuing Legal Education publication, "Securities Law." "Ed Quinlisk is an excellent securities attorney and the perfect fit to lead our Securities Practice," said Charles B. Zellmer, chair of the Business Law Department at McDonald Hopkins. "He has extensive experience in a wide variety of securities transactions, ranging from private placements to public offerings. Ed and his team will represent our national client base in all major areas of securities law." The attorneys in the firm's Securities Practice regularly counsel clients on the full spectrum of securities issues related to all phases of offering and capital raising activities, including drafting public and private offering documents; the mechanics of the offering process and compliance with federal and state filing requirements; post-offering communications; 1934 Act reporting, and ongoing disclosure matters. The securities attorneys counsel clients about the increasingly complex securities regulations and disclosure issues, as well as work with clients to develop policies and procedures designed to prevent problems before they arise. Quinlisk received his J.D. from DePaul University College of Law, Order of the Coif, with honors, in 1999. He also has an LL.M. in taxation from New York University School of Law and a Bachelor of Science degree, magna cum laude, from Roosevelt University. About McDonald Hopkins McDonald Hopkins is a business advisory and advocacy law firm focused on business law, litigation, business restructuring and bankruptcy, intellectual property, healthcare, and estate planning. The firm has offices in Chicago, Cleveland, Columbus, Detroit, and West Palm Beach. The president of McDonald Hopkins is Carl J. Grassi. * Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ------------------------------------------------------------- Recent Chapter 11 cases filed with assets and liabilities below $1,000,000: In Re Desperado's Steakhouse, Inc. Bankr. N.D. Ala. Case No. 10-72892 Chapter 11 Petition filed November 30, 2010 See http://bankrupt.com/misc/alnb10-72892.pdf In Re Jose Luis Sosa aka Jose L. Sosa aka Jose Sosa Alma Brenda Sosa aka Alma B. Sosa aka Alma Sosa Bankr. E.D. Calif. Case No. 10-51298 Chapter 11 Petition filed November 30, 2010 See http://bankrupt.com/misc/caeb10-51298.pdf In Re Club Venus, LLC Bankr. D. D.C. Case No. 10-01186 Chapter 11 Petition filed November 30, 2010 See http://bankrupt.com/misc/dcb10-01186.pdf In Re Whiskey Dicks, Inc. Bankr. M.D. Fla. Case No. 10-28708 Chapter 11 Petition filed November 30, 2010 filed pro se In Re Dynamic Healthcare Providers Bankr. S.D. Fla. Case No. 10-46566 Chapter 11 Petition filed November 30, 2010 See http://bankrupt.com/misc/flsb10-46566.pdf In Re ATL Bazaar LLC Bankr. N.D. Ga. Case No. 10-95476 Chapter 11 Petition filed November 30, 2010 filed pro se In Re Jeffery L. Hutcheson Lou Ellen Hutcheson Bankr. S.D. Ga. Case No. 10-51156 Chapter 11 Petition filed November 30, 2010 See http://bankrupt.com/misc/gasb10-51156.pdf In Re Rafiq & Jehanara Macy Realty Trust Bankr. D. Mass. Case No. 10-22952 Chapter 11 Petition filed November 30, 2010 See http://bankrupt.com/misc/mab10-22952.pdf In Re Hylander Britta, LLC Bankr. D. Nev. Case No. 10-32354 Chapter 11 Petition filed November 30, 2010 See http://bankrupt.com/misc/nvb10-32354.pdf In Re Ranu Realty Corporation Bankr. S.D. N.Y. Case No. 10-16350 Chapter 11 Petition filed November 30, 2010 filed pro se In Re Rebecca Malliaros Bankr. S.D. N.Y. Case No. 10-24477 Chapter 11 Petition filed November 30, 2010 See http://bankrupt.com/misc/nysb10-24477.pdf In Re Frank K. Mendenhall Patricia Ann Mendenhall Bankr. E.D. Pa. Case No. 10-30385 Chapter 11 Petition filed November 30, 2010 filed pro se In Re Walsh Service Group LLC Bankr. N.D. Texas Case No. 10-47626 Chapter 11 Petition filed November 30, 2010 filed pro se In Re Tahmineh Mivehchi Bankr. C.D. Calif. Case No. 10-25086 Chapter 11 Petition filed December 1, 2010 filed pro se In Re Vista Cafe, Inc. Bankr. C.D. Calif. Case No. 10-61541 Chapter 11 Petition filed December 1, 2010 See http://bankrupt.com/misc/cacb10-61541.pdf In Re Anna Alfaro-Reyes Bankr. N.D. Calif. Case No. 10-34750 Chapter 11 Petition filed December 1, 2010 filed pro se In Re Makos Orlando, Inc. Bankr. M.D. Fla. Case No. 10-21440 Chapter 11 Petition filed December 1, 2010 See http://bankrupt.com/misc/flmb10-21440.pdf In Re 1119 NW, LLC Bankr. S.D. Fla. Case No. 10-46850 Chapter 11 Petition filed December 1, 2010 See http://bankrupt.com/misc/flsb10-46850.pdf In Re Miami Entertainment, Inc. Bankr. N.D. Ga. Case No. 10-95713 Chapter 11 Petition filed December 1, 2010 See http://bankrupt.com/misc/ganb10-95713.pdf In Re Charles H. Eldredge aka Charles H Eldredge, Jr. Bankr. N.D. Ill. Case No. 10-75942 Chapter 11 Petition filed December 1, 2010 See http://bankrupt.com/misc/ilnb10-75942.pdf In Re Grand Investors LLC Bankr. N.D. Ill. Case No. 10-53444 Chapter 11 Petition filed December 1, 2010 See http://bankrupt.com/misc/ilnb10-53444.pdf In Re New Yolk New Yolk LLC Bankr. N.D. Ill. Case No. 10-53024 Chapter 11 Petition filed November 30, 2010 See http://bankrupt.com/misc/ilnb10-53024p.pdf See http://bankrupt.com/misc/ilnb10-53024c.pdf In Re Oliver Heights Bankr. D. Kan. Case No. 10-42158 Chapter 11 Petition filed December 1, 2010 See http://bankrupt.com/misc/ksb10-42158.pdf In Re Harborhouse of Gloucester, LLC Bankr. D. Mass. Case No. 10-23078 Chapter 11 Petition filed December 1, 2010 See http://bankrupt.com/misc/mab10-23078.pdf In Re Hugh Brian Burrage Cynthia Carol Burrage Bankr. N.D. Miss. Case No. 10-15881 Chapter 11 Petition filed December 1, 2010 See http://bankrupt.com/misc/msnb10-15881.pdf In Re Cheryl Thelma Reese Bankr. D. Nev. Case No. 10-32501 Chapter 11 Petition filed December 1, 2010 See http://bankrupt.com/misc/nvb10-32501.pdf In Re J. Maar Development Group, LLC Bankr. D. N.J. Case No. 10-47299 Chapter 11 Petition filed December 1, 2010 See http://bankrupt.com/misc/njb10-47299.pdf In Re Thomas S. Dougher dba Eliminator Termite & Pest Control Bankr. W.D. Pa. Case No. 10-28528 Chapter 11 Petition filed December 1, 2010 See http://bankrupt.com/misc/pawb10-28528.pdf In Re Metals of Distinction, Inc. dba Gilliam Welding Bankr. E.D. Va. Case No. 10-52187 Chapter 11 Petition filed December 1, 2010 See http://bankrupt.com/misc/vaeb10-52187.pdf In Re Gregory Edward Sneep Britta Sneep Bankr. D. Ariz. Case No. 10-38733 Chapter 11 Petition filed December 2, 2010 See http://bankrupt.com/misc/azb10-38733.pdf In Re William Douglas Hipp Judi K. Hipp Bankr. D. Ariz. Case No. 10-38763 Chapter 11 Petition filed December 2, 2010 See http://bankrupt.com/misc/azb10-38763.pdf In Re Norman Miranda aka Norm Miranda aka Norman L Miranda Bankr. E.D. Calif. Case No. 10-51688 Chapter 11 Petition filed December 2, 2010 See http://bankrupt.com/misc/caeb10-51688.pdf In Re Richard Ferrera Bankr. D. N.J. Case No. 10-47380 Chapter 11 Petition filed December 2, 2010 See http://bankrupt.com/misc/njb10-47380.pdf In Re Vista Cafe III, LLC Bankr. C.D. Calif. Case No. 10-61830 Chapter 11 Petition filed December 3, 2010 See http://bankrupt.com/misc/cacb10-61830.pdf In Re Carolina Ramos Bankr. N.D. Calif. Case No. 10-73950 Chapter 11 Petition filed December 3, 2010 See http://bankrupt.com/misc/canb10-73950.pdf In Re Kimberly Sanders aka Kimberly Austin Sanders Mark Sanders aka Mark Crane Sanders Bankr. M.D. Fla. Case No. 10-29141 Chapter 11 Petition filed December 3, 2010 See http://bankrupt.com/misc/flmb10-29141.pdf In Re True Wood Craft, Inc. Bankr. M.D. Fla. Case No. 10-29124 Chapter 11 Petition filed December 3, 2010 See http://bankrupt.com/misc/flmb10-29124.pdf In Re Atlanta Mortuary Service, Inc. dba Atlanta Embalming Service Bankr. N.D. Ga. Case No. 10-95923 Chapter 11 Petition filed December 3, 2010 See http://bankrupt.com/misc/ganb10-95923.pdf In Re Bulluck's Best BBQ and Catering, Inc. Bankr. N.D. Ga. Case No. 10-96094 Chapter 11 Petition filed December 3, 2010 See http://bankrupt.com/misc/ganb10-96094.pdf ********* 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. 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